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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registration
No. 333-____________________</I> </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><I>UNITED
STATES<BR>SECURITIES AND EXCHANGE COMMISSION</I> </FONT><br>


<FONT FACE="Times New Roman, Times, Serif" SIZE=3><I>WASHINGTON,
D.C. 20549</I> </FONT></H1>


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      <H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><I>FORM S-8</I> </FONT></H1><br>



<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION STATEMENT <BR>


UNDER <BR>


THE SECURITIES ACT OF
1933 </FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5><U>ONE LIBERTY
PROPERTIES, INC.</U> </FONT></H1>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Exact Name of
Registrant as Specified in Its Charter) </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>MARYLAND</U> </FONT><BR>


<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(State or Other Jurisdiction of Incorporation or Organization) </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>13-3147497</U> <BR>

     (I.R.S.Employer Identification No.) </FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>60 CUTTER MILL ROAD,
GREAT NECK, NY 11021</U> <BR>


(Address of Principal
Executive Offices) (Zip Code) </FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><U>ONE LIBERTY
PROPERTIES, INC. 2003 INCENTIVE PLAN</U> </FONT><BR>


<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Full Title of the Plans) </FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mark H. Lundy <BR>


ONE LIBERTY PROPERTIES,
INC. <BR>

60 CUTTER MILL ROAD <BR>

<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
GREAT NECK, NY 11021&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U><BR>
(Name and Address of
Agent for Service) </FONT></P>



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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>CALCULATION OF
REGISTRATION FEE</U> </FONT></P>






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     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title of securities<BR>
to be registered</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount to be<BR>
registered (1)</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed maximum<BR>
offering price<BR>
per share (2)</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed maximum<BR>
aggregate offering<BR>
price (2)</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount of<BR>
Registration fee</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=28% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common Stock,</FONT></TD>
     <TD WIDTH=1% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=3% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=1% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=15% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>275,000</FONT></TD>
        <TD WIDTH=4% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=11% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=1% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></TD>
        <TD WIDTH=3% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$18.245</FONT></TD><TD WIDTH=3% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD><TD WIDTH=15% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> $5,017,375</FONT></TD>
     <TD WIDTH=1% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH=15% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
        <TD WIDTH=4% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$405.91</FONT></TD>
     <TD WIDTH=11% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH=1% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
        <TD WIDTH=1% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>par value $1.00</FONT></TD><TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>per share</FONT></TD><TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
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    <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;
          Represents the maximum number of shares of Common Stock reserved for issuance in
          connection with awards under Plan. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;
          Estimated solely for the purpose of calculating the registration fee pursuant to
          Rule 457 (h)(1) promulgated under the Securities Act of 1933, and based on the
          average high and low price of Common Stock on the American Stock Exchange on
          July 9, 2003. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I><u>Explanatory
Note</u></I> </FONT></P>

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 <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Registration Statement covers
275,000 shares of Common Stock reserved by Registrant in connection with awards under the
Registrant&#146;s 2003 Incentive Plan (the &#147;Plan&#148;). Pursuant to the Note to Part
I of Form S-8, the plan information specified in Part I of Form S-8 to be contained in a
Section 10(a) prospectus to be distributed to each award recipient is not being filed with
the Securities and Exchange Commission (the &#147;SEC&#148;). Part II contains information
that is required in this Registration Statement pursuant to Part II of Form S-8. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>PART II</I> </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</I> </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 3. INCORPORATION OF DOCUMENTS BY
REFERENCE. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents have been filed by One Liberty Properties, Inc., a real estate
investment trust incorporated under the laws of the State of Maryland (the
&#147;Company&#148;), with the SEC and are incorporated herein by reference (File No
0-11083): </FONT></P>

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               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Annual Report on Form 10-K for the fiscal year ended December 31, 2002; </FONT></P></TD>
               </TR>
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               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2. </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Quarterly Report on Form 10-Q for the three months ended March 31, 2003; </FONT></P></TD>
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               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Amended Current Report on Form 8-K filed on January 16, 2003; </FONT></P></TD>
               </TR>
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               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4. </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Current Report on Form 8-K filed on March 25, 2003, amended on March 26, 2003;
               and </FONT></P></TD>
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               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5. </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The description of the Company&#146;s Common Stock, par value $1.00 per share,
               contained in the Registration Statement on Form 8-A filed on September 18,
               1989.* </FONT></P></TD>
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<P>_________________ </P>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
*
A description of the Company&#146;s Common Stock is also contained in Registration
Statement on Form S-2 (Registration No. 333-86850) declared effective by the SEC on May
24, 2002. </FONT></TD>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Neither Current Reports on Form 8-K
furnished under Item 9 of Form 8-K nor Current Reports on Form 8-K furnished under Item 12
of Form 8-K are incorporated herein by reference. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In addition, all documents filed
subsequent to the date hereof by the Registrant (other than Current Reports on Form 8-K
furnished pursuant to Item 9 or Item 12 of Form 8-K, unless otherwise indicated therein)
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from their respective dates
of filing; provided, however, that the documents enumerated above or subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each
year during which the offering made hereby is in effect prior to the filing with the
Commission of the Registrant&#146;s Annual Report on Form 10-K covering such year shall
not be incorporated by reference herein or be a part hereof from and after the filing of
such Annual Report on Form 10-K. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
statement contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which also is
incorporated by reference herein modified or superseded 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. </FONT></P>


<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 4.     DESCRIPTION OF SECURITIES.</FONT></P>

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<A NAME=A027></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</I> </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 5.                    INTERESTS OF NAMED EXPERTS AND COUNSEL.</FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Simeon
Brinberg and Mark H. Lundy, members of the firm of Brinberg &amp; Lundy, which firm has
provided an opinion with respect to the shares being registered by this Registration
Statement, are officers and shareholders of the Company, have been granted awards under
the Plan, and are eligible to receive future awards under the Plan. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.</FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant&#146;s charter obligates it to indemnify its directors and officers to the
maximum extent permitted by Maryland law. The Maryland General Corporation Law
(&#147;MGCL&#148;) permits a corporation to indemnify its present and former directors and
officers against judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be a party by reason
of their service in those or other capacities, unless it is established that (1) the act
or omission of the director or officer was material to the matter giving rise to the
proceeding and (a) was committed in bad faith, or (b) was the result of active and
deliberate dishonesty, or (2) the director or officer actually received an improper
personal benefit in money, property or services, or (3) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act or
omission was unlawful. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
MGCL permits the charter of a Maryland corporation to include a provision limiting the
liability of its directors and officers to the corporation and its stockholders for money
damages, except to the extent that (1) it is proved that the person actually received an
improper benefit or profit in money, property or services, or (2) a judgment or other
final adjudication is entered in a proceeding based on a finding that the person&#146;s
action, or failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. The Registrant&#146;s
charter provides for elimination of the liability of its directors and officers to the
Registrant or its stockholders for money damages to the maximum extent permitted by
Maryland law from time to time. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.</FONT></P>

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<A NAME=A028></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
Applicable.</I> </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 8. EXHIBITS. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Exhibit
Index.</I> </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 9.           UNDERTAKINGS.</FONT></P>

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                    <TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
                    <TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The undersigned Registrant hereby undertakes: </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1) </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
                    <TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    To file, during any period in which offers or sales are being made, a
                    post-effective amendment to this Registration Statement: </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
                    <TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    To include any prospectus required by section 10(a)(3) of the Securities Act of
                    1933; </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
                    <TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    To reflect in the 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 </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
                    <TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    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; </FONT></P></TD>
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                    <BR>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>provided, however<I>,</I> that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          That, for the purpose of determining any liability under the Securities Act of
          1933, each 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. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          To remove from registration by means of post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          The undersigned Registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act of 1933, each filing of the
          Registrant&#146;s annual report pursuant to Section 13(a) or 15 (d) of the
          Securities Exchange Act of 1934 that is incorporated by reference in this
          Registration Statement shall be deemed to be a new registration statement
          relating to the securities offered herein, and the offering of such securities
          at that time shall be deemed to be in the initial bona fide offering thereof. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Insofar as indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers and controlling persons of the
          Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
          has been advised that in the opinion of the Securities and Exchange Commission,
          such indemnification is against public policy as expressed in the Securities Act
          of 1933, and is, therefore, unenforceable. In the event that a claim for
          indemnification against such liabilities (other than the payment by the
          Registrant of expenses incurred or paid by a director, officer or controlling
          person of the Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling person in
          connection with the securities being registered, the Registrant 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 of 1933 and will be governed by the final adjudication of such issue. </FONT></P>


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<A NAME=A030></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SIGNATURES</I> </FONT></P>


<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant 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
the Village of Great Neck Plaza, State of
New York, on this 15<SUP>th</SUP> day of July, 2003. </FONT></P>

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<A NAME=A031></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>ONE
LIBERTY PROPERTIES, INC.</I> </FONT></P>

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<A NAME=A032></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u><I>
/s/ Jeffrey Fishman</I></U> </FONT></P>

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<A NAME=A033></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Jeffrey
Fishman, President and Chief <BR>Executive Officer</I> </FONT></P>


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<A NAME=A034></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;POWER
OF ATTORNEY</I> </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Jeffrey Fishman, with the power of substitution, his or her attorney-in-fact,
to sign any amendments to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her
substitute, may do or choose to be done by virtue hereof. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons in the capacities and on the dates
indicated: </FONT></P>



<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR VALIGN=Bottom>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Signature</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH="30%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Fredric H. Gould</u></FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="19%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="24%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chairman of the Board</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="15%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Fredric H. Gould<br><br></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Jeffrey Fishman</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>President and Chief Executive</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Jeffrey Fishman</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Officer (principal executive officer)<br><br></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Joseph Amato</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Joseph Amato</FONT><br><br></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Charles Biederman</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Charles Biederman</FONT><br><br></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ James Burns</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>James Burns</FONT><br><br></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Patrick J. Callan, Jr.</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Patrick J. Callan, Jr</FONT><br><br></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Jeffrey Gould</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Jeffrey Gould</FONT><br><br></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Matthew Gould</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Matthew Gould</FONT><br><br></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Arthur Hurand</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Arthur Hurand</FONT><br><br></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ Marshall Rose</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Marshall Rose</FONT><br><br></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/ David W. Kalish</u></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Vice President and</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 15, 2003</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>David W. Kalish</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chief Financial Officer (principal financial and accounting officer)</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
</TABLE>


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<A NAME=A035></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EXHIBIT
INDEX.</I> </FONT></P>


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<A NAME=A036></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit No. </FONT></H1>

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<A NAME=A037></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1 One Liberty
Properties, Inc. 2003 Incentive Plan</FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.3* Form of Common Stock Certificate</FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1 Opinion
of Brinberg &amp; Lundy </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.1                      Consent of Brinberg &amp; Lundy (included in its opinion filed as Exhibit 5.1
                          hereto)</FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.2          Consent of Ernst &amp; Young LLP, independent auditors </FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>24.1                      Powers of Attorney (included on the signature page of this Registration
                          Statement)</FONT></P>


<BR>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>*Previously
filed as an Exhibit to the Registrant&#146;s Registration Statement on Form S-2,
Registration No. 333-86850, declared effective on May 24, 2002 and incorporated herein by
reference. </FONT></P>

<BR>


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<A NAME=A038></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit
4.1</I> </FONT></P>

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<A NAME=A039></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ONE LIBERTY PROPERTIES,
INC. </FONT></P>

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<A NAME=A040></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2003 INCENTIVE PLAN </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          Purpose. The purpose of the One Liberty Properties, Inc. 2003 Incentive Plan is
          to advance the interests and promote the success of One Liberty Properties, Inc.
          by providing an opportunity to selected employees, officers, directors and
          consultants of the Company to purchase shares of Common Stock $1.00 par value,
          of the Company and to receive stock awards provided for in the Plan. By
          encouraging such share ownership, the Company seeks to attract, retain and
          motivate employees, officers, directors, and consultants of experience and
          ability. It is intended that this purpose will be effected by the granting of
          the following share-based incentives: (a) Non-statutory Stock Options; (b)
          Incentive Stock Options intended to qualify under Section 422 of the Internal
          Revenue Code of 1986, as amended; and (c) Restricted Shares. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Definitions.&nbsp;&nbsp;&nbsp;&nbsp;
          Capitalized terms not defined elsewhere in the Plan shall have the following
          meanings (whether used in the singular or plural). </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Affiliate&#148; of the Company
means any corporation, partnership, or other business association that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with the Company. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Agreement&#148; means a stock
option agreement, Restricted Shares agreement, or an agreement evidencing more than one
type of Award, as any such Agreement may be supplemented or amended from time to time. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Approved Transaction&#148;
means any transaction in which the Board (or, if approval of the Board is not required as
a matter of law, the shareholders of the Company) shall approve (i) any consolidation or
merger of the Company, or binding share exchange, pursuant to which shares of Common Stock
would be changed or converted into or exchanged for cash, securities, or other property,
other than any such transaction in which the holders of shares of Common Stock of the
Company immediately prior to such transaction have the same proportionate ownership of the
common stock of, and voting power with respect to, the surviving entity immediately after
such transaction, (ii) any merger, consolidation, or binding share exchange to which the
Company is a party as a result of which the Persons who are holders of shares of Common
Stock of the Company immediately prior thereto have less than a majority of the combining
voting power of the outstanding capital stock of the surviving entity ordinarily (and
apart from the rights accruing under special circumstances) having the right to vote in
the election of directors immediately following such merger, consolidation, or binding
share exchange, (iii) the adoption of any plan or proposal for the liquidation or
dissolution of the Company, or (iv) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all, or substantially all, of the
assets of the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Award&#148; means a grant of
Options and/or Restricted Shares under this Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Board&#148;
means the Board of Directors of the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Board Change&#148; means,
during any period of two consecutive years, individuals who at the beginning of such
period constituted the entire Board cease for any reason to constitute a majority thereof
unless the election, or the nomination for election, of each new director was approved by
a vote of at least two-thirds of the Directors then still in office who were Directors at
the beginning of the period. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Code&#148; means the Internal
Revenue Code of 1986, as amended from time to time, or any successor statute or statutes
thereto. Reference to any specific Code section shall include any successor section. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Committee&#148; means the
committee of the Board appointed to administer the Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Common Stock&#148; means shares
of Common Stock, $1.00 par value of the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Company&#148; means One Liberty Properties,
Inc., a Maryland corporation. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Control Purchase&#148; means
any transaction (or series of related transactions) in which (i) any person (as such term
is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation, or other
entity (other than the Company, any Subsidiary of the Company, or any employee benefit
plan sponsored by the Company or any Subsidiary of the Company) shall purchase any shares
of Common Stock of the Company (or securities convertible into shares of Common Stock of
the Company) for cash, securities, or any other consideration pursuant to a tender offer
or exchange offer, without the prior consent of the Board, or (ii) any person (as such
term is so defined), corporation, or other entity (other than the Company, any Subsidiary
of the Company, any employee benefit plan sponsored by the Company or any Subsidiary of
the Company or any Exempt Person (as defined below)) shall become the &#147;beneficial
owner&#148; (as such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more of the combined voting
power of the then outstanding securities of the Company ordinarily (and apart from the
rights accruing under special circumstances) having the right to vote in the election of
directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of
rights to acquire the Company&#146;s securities), other than in a transaction (or series
of related transactions) approved by the Board. For purposes of this definition,
&#147;Exempt Person&#148; means each of (i) the Chairman of the Board as of June 23, 2003,
and (ii) the respective family members, estates, and heirs of an Exempt Person and any
Company or other investment vehicle for the primary benefit of any Exempt Person or their
family members or heirs. As used with respect to any Person, the term &#147;family
member&#148; means the spouse, siblings, and lineal descendants of such Person and lineal
descendants of siblings. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Disability&#148; means the
inability to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not less than 12
months. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Domestic Relations Order&#148;
means a domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Effective Date&#148; means June
23, 2003, the date on which the shareholders of the Company approved the Plan and the date
on which the Plan became effective. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Equity Security&#148; shall
have the meaning ascribed to such term in Section 3(a) (11) of the Exchange Act, and an
equity security of an issuer shall have the meaning ascribed thereto in Rule 16a-1
promulgated under the Exchange Act, or any successor Rule. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Exchange Act&#148; means the
Securities Exchange Act of 1934, as amended from time to time, or any successor statute or
statutes thereto. Reference to any specific Exchange Act section shall include any
successor section. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Fair Market Value&#148; of
shares of Common Stock on any day means the last sale price (or, if no last sale price is
reported, the average of the high bid and low asked prices) for a share of Common Stock on
such day (or, if such day is not a trading day, on the next preceding trading day) as
reported on the principal national securities exchange on which shares of Common Stock are
listed on such day or if such shares are not then listed on a national securities
exchange, then as reported on Nasdaq or, if such shares are not then listed or quoted on
Nasdaq, then as quoted by the National Quotation Bureau Incorporated. If for any day the
Fair Market Value of a share of Common Stock is not determinable by any of the foregoing
means, then the Fair Market Value for such day shall be determined in good faith by the
Committee on the basis of such quotations and other considerations as the Committee deems
appropriate. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Holder&#148; means a Person who
has received an Award under this Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Incentive Stock Option&#148;
means an Option intended to meet the requirements of Section 422 of the Code. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A041></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Nasdaq&#148; means
The Nasdaq Stock Market </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Non-statutory Stock
Option&#148; mean an option not intended to meet the requirements of Section 422 of the
Code. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Option&#148; means either
Incentive Stock Options meeting the requirements of Section 422 of the Code or
Non-statutory Stock Options which are not intended to meet the requirements of Section 422
of the Code. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Person&#148; means an
individual, corporation, limited liability company, partnership, Company, incorporated or
unincorporated association, joint venture or other entity of any kind. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Plan&#148; means this One
Liberty Properties, Inc. 2003 Incentive Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Restricted Shares&#148; means
shares of Common Stock awarded pursuant to paragraph 9 which are subject to a Restriction
Period. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Restriction Period&#148; means
a period of time beginning on the date of each Award of Restricted Shares and ending on
the Vesting Date with respect to such Award. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Subsidiary&#148; of a Person
means any present or future subsidiary (as defined in Section 424(f) of the Code) of such
Person or any business entity in which such Person owns, directly or indirectly, 50% or
more of the voting, capital, or profits interests. An entity shall be deemed a subsidiary
of a Person for purposes of this definition only for such periods as the requisite
ownership or control relationship is maintained. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Vesting Date&#148;, with
respect to any Restricted Shares awarded hereunder, means the date on which such
Restricted Shares cease to be subject to a risk of forfeiture, as designated in or
determined in accordance with the Agreement with respect to such award of Restricted
Shares. If more than one Vesting Date is designated for an award of Restricted Shares,
reference in the Plan to a Vesting Date in respect of such Award shall be deemed to refer
to each part of such Award and the Vesting Date for such part. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Shares Subject to the Plan</U>. (a) The maximum number of shares of Common
          Stock with respect to which Awards may be granted under the Plan shall not
          exceed 275,000 shares of Common Stock, subject to adjustment as provided in
          paragraph 3(b) hereof. Any share of Common Stock subject to an Award which for
          any reason (i) expires, is cancelled or is forfeited prior to becoming vested,
          or (ii) is terminated unexercised, shall again be available for purposes of the
          Plan. The shares of Common Stock delivered pursuant to Awards granted under the
          Plan may, in whole or in part, be authorized but unissued shares, treasury
          shares, or any other issued shares subsequently reacquired by the Company,
          including shares purchased in the open market. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          If the Company subdivides its outstanding shares of Common Stock into a greater
          number of shares of Common Stock (by stock dividend, stock split,
          reclassification, or otherwise) or combines its outstanding shares of Common
          Stock into a smaller number of shares of Common Stock (by reverse stock split,
          reclassification, or otherwise) or if the Committee determines that any stock
          dividend, extraordinary cash dividend, reclassification, recapitalization,
          reorganization, split-up, spin-off, combination, exchange of shares, warrants or
          rights offering to purchase shares of Common Stock, or other similar corporate
          event (including mergers or consolidations other than those which constitute
          Approved Transactions, adjustments with respect to which shall be governed by
          paragraph 10(b)) affects any shares of Common Stock, so that an adjustment is
          required to preserve the benefits or potential benefits intended to be made
          available under this Plan, then the Committee, in its sole discretion and in
          such manner as the Committee may deem equitable and appropriate, may make such
          adjustments to any or all of (i) the number and kind of shares of stock which
          thereafter may be awarded, optioned, or otherwise made subject to the benefits
          contemplated by the Plan, (ii) the number and kind of shares of stock subject to
          outstanding Awards, and (iii) the purchase or exercise price with respect to any
          of the foregoing, provided, however, that the number of shares subject to any
          Award shall always be a whole number. Notwithstanding the foregoing, if all
          shares of Common Stock are redeemed, then each outstanding Award shall be
          adjusted to substitute for the shares subject thereto the kind and amount of
          cash, securities or other assets issued or paid in the redemption of the
          equivalent number of shares of Common Stock and otherwise the terms of such
          Award, including in the case of Options or similar rights, the total exercise
          price shall remain constant before and after the substitution (unless otherwise
          determined by the Committee and provided in the applicable Agreement). The
          Committee may, if deemed appropriate, provide for a cash payment to any Holder
          of an Award in connection with any adjustment made pursuant to this paragraph
          3(b). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Administration</U>. The Plan shall be administered by the Compensation
          Committee of the Board unless a different committee is appointed by the Board.
          The Board may from time to time appoint members of the Committee in substitution
          for and in addition to members previously appointed and may fill vacancies and
          may remove members of the Committee. All of the members of the Committee must be
          Directors of the Company. Notwithstanding the foregoing, the Board may at any
          time exercise all rights, duties and responsibilities of the Committee, but
          excluding matters which under any applicable law, rule or regulation, including
          Rule 16b-3 under the Exchange Act or Section 162(m) of the Code (to the extent
          the Committee intends that such matter qualify thereunder), are required to be
          determined in the sole discretion of the Committee. Subject to the provisions of
          the Plan, the Committee shall have full power and discretion to construe and
          interpret the Plan and any Agreement or instrument entered into under the Plan,
          and to establish, amend and rescind rules and regulations for its
          administration; to accelerate the vesting or exercisability of any Award; to
          amend the terms and conditions of any outstanding Award (subject to the
          provisions of paragraph 10(j); or to offer to buy out an Award previously
          granted, based on such terms and conditions as the Committee shall establish and
          communicate to the participant at the time such offer is made. Any decisions
          made by the Committee pursuant to the authority granted to it hereunder shall be
          final and binding on the Company, the participants and all other persons. The
          Committee shall have the power and authority to grant to eligible Persons under
          paragraph 5 of the Plan Options and/or Restricted Shares, to determine, the
          terms and conditions of all Awards so granted (which need not be identical),
          including, the Persons to whom Awards shall be granted, and the timing, pricing
          and amount of any such Award, subject only to the express provisions of the
          Plan. In making determinations hereunder, the Committee shall take into account
          the nature of the services rendered by the employees, officers, directors or
          consultants, their present and potential contributions to the success of the
          Company and its Subsidiaries, and such other factors as the Committee in its
          discretion deems relevant. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Eligible Persons</U>. In its sole discretion, the Committee may grant (i)
          Incentive Stock Options, Non-statutory Stock Options and Restricted Shares, or
          any combination of the foregoing, to such employees, officers, directors and
          consultants providing services to the Company or its Subsidiaries as are
          selected by the Committee. The maximum number of shares of Common Stock with
          respect to which Options may be granted to any otherwise eligible Person under
          this Plan during any calendar year shall be 20,000 shares, and the maximum
          number of shares of Common Stock with respect to which all other Awards may be
          granted to any otherwise eligible Person under this Plan during any calendar
          year shall be 15,000, in each case, subject to adjustment as provided in
          Paragraph 3(b) hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Duration of the Plan</U>. The Plan shall terminate ten years from the
          effective date of this Plan, unless terminated earlier pursuant to paragraph
          10(j) hereof, and no Awards may be granted thereafter. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Stock Options</U>. (a) Subject to the limitations of the Plan, the Committee
          shall designate from time to time those eligible Persons to be granted Options,
          the time when each Option shall be granted to such eligible Persons, the number
          of shares of Common Stock subject to such Options, and, subject to paragraph
          7(b), the purchase price of the shares of Common Stock subject to such Option. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The price at which shares may be purchased upon exercise of an Option shall be
          fixed by the Committee and subject to paragraph 8 hereof may be more than, less
          than, or equal to the Fair Market Value of the shares of Common Stock subject to
          the Option as of the date the Option is granted. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Subject to the provisions of the Plan with respect to death, retirement, and
          termination of employment and subject to paragraph 8 hereof, the term of each
          Option shall be for such period as the Committee shall determine as set forth in
          the applicable Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          An Option granted under the Plan shall become (and remain) exercisable during
          the term of the Option to the extent provided in the applicable Agreement and
          this Plan and, unless the Agreement otherwise provides, may be exercised to the
          extent exercisable, in whole or in part, at any time and from time to time
          during such term; provided, however, that subsequent to the grant of an Option,
          the Committee, at any time before complete termination of such Option, may
          accelerate the time or times at which such Option may be exercised in whole or
          in part (without reducing the term of such Option). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          (i) An Option shall be exercised by written notice to the Company upon such
          terms and conditions as the Agreement may provide and in accordance with such
          other procedures for the exercise of Options as the Committee may establish from
          time to time. The method or methods of payment of the purchase price for the
          shares to be purchased upon exercise of an Option and of any amounts required by
          paragraph 10(l) shall be determined by the Committee and may consist of (A)
          cash, (B) check, (C) whole shares of Common Stock, or (D) any combination of the
          foregoing methods of payment. The permitted method or methods of payment of the
          amounts payable upon exercise of an Option, if other than in cash, shall be set
          forth in the applicable Agreement and may be subject to such conditions as the
          Committee deems appropriate. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Unless otherwise determined by the
Committee and provided in the applicable Agreement, any shares of Common Stock, delivered
in payment of all or any part of the amounts payable in connection with the exercise of an
Option, and shares of Common Stock withheld for payment, shall be valued for such purpose
at their Fair Market Value as of the exercise date. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company shall effect the issuance
or transfer of the shares of Common Stock, purchased under the Option as soon as
practicable after the exercise thereof and payment in full of the purchase price thereof
and of any amounts required by paragraph 10(l), and within a reasonable time thereafter,
such issuance or transfer shall be evidenced on the books of the Company. Unless otherwise
determined by the Committee and provided in the applicable Agreement, (A) no Holder or
other Person exercising an Option shall have any of the rights of a shareholder of the
Company with respect to shares subject to an Option granted under the Plan until due
exercise and full payment has been made, and (B) no adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date of such due
exercise and full payment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;
          Unless otherwise determined by the Committee and provided in the applicable
          Agreement, Options shall not be transferable other than by will or the laws of
          descent and distribution or pursuant to a Domestic Relations Order, and, except
          as otherwise required pursuant to a Domestic Relations Order, Options may be
          exercised during the lifetime of the Holder thereof only by such Holder (or his
          or her court-appointed legal representative). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Restrictions on Options</U>. (a) The aggregate Fair Market Value of the
          shares of Common Stock with respect to which Incentive Stock Options are
          exercisable for the first time by an individual during any calendar year shall
          not exceed $100,000. If an Incentive Stock Option is granted pursuant to which
          the aggregate Fair Market Value of shares with respect to which it first becomes
          exercisable in any calendar year by an individual exceeds the aforementioned
          $100,000 limitation, the portion of such option which is in excess of the
          $100,000 limitation shall be treated as a Non-statutory Stock Option pursuant to
          Section 422(d)(1) of the Code. In the event that an individual is eligible to
          participate in any other share option plan of the Company or any parent or
          Subsidiary of the Company which is also intended to comply with the provisions
          of Section 422 of the Code, the $100,000 limitation shall, to the extent
          provided under Section 422 of the Code, apply to the aggregate number of shares
          for which Incentive Stock Options may be granted under all such plans. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Subject to the conditions in paragraph 8(c) hereof, if applicable, the purchase
          price per share payable upon the exercise of each Incentive Stock Option granted
          hereunder shall be as determined by the Committee in its discretion, and shall
          be at least 100% of the Fair Market Value on the date of grant. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          If any participant is on the date of grant the owner of shares (as determined
          under Sections 422(b)(6) and 424(d) of the Code) possessing more than 10% of the
          total combined voting power of all classes of shares of the Company or any
          parent or Subsidiary of the Company, then the option price per share subject to
          such Incentive Stock Option shall not be less than 110% of the Fair Market
          Value, and the term of the option shall not exceed five years after the date of
          such grant. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          The purchase price per share payable upon the exercise of each non-statutory
          Option granted hereunder shall be determined by the Committee in its discretion,
          and shall be at least 85% of the Fair Market Value on the date of grant. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Restricted Shares</U>. (a) Subject to the limitations of the Plan, the
          Committee shall designate those eligible Persons to be granted awards of
          Restricted Shares, and shall determine the time when each such Award shall be
          granted. Shares of Common Stock covered by awards of Restricted Shares will be
          issued at the beginning of the Restriction Period. The Committee shall designate
          the Vesting Date or Vesting Dates for each award of Restricted Shares, and may
          prescribe other restrictions, terms, and conditions applicable to the vesting of
          such Restricted Shares in addition to those provided in the Plan. The Committee
          shall determine the price, if any, to be paid by the Holder for the Restricted
          Shares; provided, however, that the issuance of Restricted Shares shall be made
          for at least the minimum consideration necessary to permit such Restricted
          Shares to be deemed fully paid and nonassessable. All determinations made by the
          Committee pursuant to this paragraph 9(a) shall be specified in the Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          The stock certificate or certificates representing Restricted Shares shall be
          registered in the name of the Holder to whom such Restricted Shares shall have
          been awarded. During the Restriction Period, certificates representing the
          Restricted Shares shall bear a restrictive legend to the effect that ownership
          of the Restricted Shares, and the enjoyment of all rights appurtenant thereto,
          are subject to the restrictions, terms, and conditions provided in the Plan and
          the applicable Agreement. Such certificates shall remain in the custody of the
          Company or its designee, and the Holder shall deposit with the custodian stock
          powers or other instruments of assignment, each endorsed in blank, so as to
          permit retransfer to the Company of all or any portion of the Restricted Shares
          that shall be forfeited or otherwise not become vested in accordance with the
          Plan and the applicable Agreement. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Restricted Shares shall constitute issued and outstanding shares of Common Stock
          for all corporate purposes. The Holder will have the right to vote such
          Restricted Shares, to receive and retain cash dividends and cash distributions,
          paid or distributed on such Restricted Shares, and to exercise all other rights,
          powers, and privileges of a holder of shares of Common Stock with respect to
          such Restricted Shares; except, that, unless otherwise determined by the
          Committee and provided in the applicable Agreement, (i) the Holder will not be
          entitled to delivery of the stock certificate or certificates representing such
          Restricted Shares until the Restriction Period shall have expired and unless all
          other vesting requirements with respect thereto shall have been fulfilled or
          waived; (ii) the Company or its designee will retain custody of the stock
          certificate or certificates representing the Restricted Shares during the
          Restriction Period as provided in paragraph 9(b) above; (iii) other than cash
          dividends and cash distributions as provided in this paragraph 9(c) above and as
          the Committee may designate, the Company or its designee will retain custody of
          all distributions (&#147;Retained Distributions&#148;) made or declared with
          respect to the Restricted Shares (and such Retained Distributions will be
          subject to the same restrictions, terms and vesting, and other conditions as are
          applicable to the Restricted Shares) until such time, if ever, as the Restricted
          Shares with respect to which such Retained Distributions shall have been made,
          paid, or declared shall have become vested, and such Retained Distributions
          shall not bear interest or be segregated in a separate account; (iv) the Holder
          may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the
          Restricted Shares or any Retained Distributions or his interest in any of them
          during the Restriction Period; and (v) a breach of any restrictions, terms, or
          conditions provided in the plan or established by the Committee with respect to
          any Restricted Shares or Retained Distributions will cause a forfeiture of such
          Restricted Shares and any Restricted Distributions with respect thereto. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          On the Vesting Date with respect to each award of Restricted Shares and the
          satisfaction of any other applicable restrictions, terms, and conditions, (i)
          all or the applicable portion of such Restricted Shares shall become vested, and
          (ii) any Retained Distributions with respect to such Restricted Shares shall
          become vested to the extent that the Restricted Shares related thereto shall
          have become vested, all in accordance with the terms of the applicable
          Agreement. Any such Restricted Shares, and Retained Distributions, that shall
          not become vested shall be forfeited to the Company, and the Holder shall not
          thereafter have any rights (including dividend and voting rights) with respect
          to such Restricted Shares and Retained Distributions, that shall have been so
          forfeited. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>General Provisions</U>. (a) If a Holder&#146;s employment or other
          relationship with the Company shall terminate by reason of death or Disability,
          notwithstanding any contrary waiting period, installment period, vesting
          schedule, or Restriction Period in any Agreement or in the Plan, unless the
          applicable Agreement provides otherwise: (i) in the case of an Option, each
          outstanding Option granted under the Plan shall immediately become exercisable
          in full in respect of the aggregate number of shares covered thereby; (ii) in
          the case of Restricted Shares, the Restriction Period applicable to each such
          Award of Restricted Shares shall be deemed to have expired and all such
          Restricted Shares and any related Retained Distributions shall become vested. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          In the event of any Approved Transaction, Board Change or Control Purchase,
          notwithstanding any contrary waiting period, installment period, vesting
          schedule, or Restriction Period in any Agreement or in the Plan, unless the
          applicable Agreement provides otherwise: (i) in the case of an Option, each such
          outstanding Option granted under the Plan shall become exercisable in full in
          respect of the aggregate number of shares covered thereby; and (ii) in the case
          of Restricted Shares, the Restriction Period applicable to each such Award of
          Restricted Shares shall be deemed to have expired and all such Restricted Shares
          and any related Retained Distributions shall become vested. Notwithstanding the
          foregoing, unless otherwise provided in the applicable Agreement, the Committee
          may, in its discretion, determine that any or all outstanding Awards of any or
          all types granted pursuant to the Plan will not vest or become exercisable on an
          accelerated basis in connection with an Approved Transaction if effective
          provision has been made for the taking of such action which, in the opinion of
          the Committee, is equitable and appropriate to substitute a new Award for such
          Award or to assume such Award and to make such new or assumed Award, as nearly
          as may be practicable, equivalent to the old Award (before giving effect to any
          acceleration of the vesting or exercisability thereof), taking into account, to
          the extent applicable, the kind and amount of securities, cash, or other assets
          into or for which the shares of Common Stock may be changed, converted, or
          exchanged in connection with the Approved Transaction. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          If a Holder&#146;s employment shall terminate prior to the complete exercise of
          an Option or during the Restriction Period with respect to any Restricted
          Shares, then such Option shall thereafter be exercisable, and the Holder&#146;s
          rights to any unvested Restricted Shares and Retained Distributions, shall
          thereafter vest, in each case solely to the extent provided in the applicable
          Agreement; provided, however, that, unless otherwise determined by the Committee
          and provided in the applicable Agreement, (i) no Option may be exercised after
          the scheduled expiration date thereof; (ii) the Option shall remain exercisable
          for a period of at least one year following such termination (but not later than
          the scheduled expiration of such Option); and (iii) any termination of the
          Holder&#146;s employment for cause will be treated in accordance with the
          provisions of paragraph 10(d). </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          If a Holder&#146;s employment with the Company or a Subsidiary of the Company
          shall be terminated by the Company or such Subsidiary during the Restriction
          Period with respect to any Restricted Shares, or prior to the exercise of any
          Option for cause (for these purposes, cause shall have the meaning ascribed
          thereto in any employment agreement to which such Holder is a party or, in the
          absence thereof, shall include, but not limited to, insubordination, dishonesty,
          incompetence, moral turpitude, other misconduct of any kind, and the refusal to
          perform his duties and responsibilities for any reason other than illness or
          incapacity); provided, however, that if such termination occurs within 12 months
          after an Approved Transaction or Control Purchase or Board Change, termination
          for cause shall mean only a felony conviction for fraud, misappropriation, or
          embezzlement), then, unless otherwise determined by the Committee and provided
          in the applicable Agreement, (i) all Options shall immediately terminate and
          (ii) such Holder&#146;s rights to all Restricted Shares and Retained
          Distributions, shall be forfeited immediately. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          Unless otherwise determined by the Committee and provided in the applicable
          Agreement, Awards made under the Plan shall not be affected by any change of
          employment so long as the Holder continues to be an employee of the Company or
          any Subsidiary of the Company. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;
          Nothing contained in the Plan or in any Award, and no action of the Company or
          the Committee with respect thereto, shall confer or be construed to confer on
          any Holder any right to continue in the employ of the Company or any of its
          Subsidiaries or interfere in any way with the right of the Company or any
          Subsidiary of the Company to terminate the employment of the Holder at any time,
          with or without cause, subject, however, to the provisions of any employment
          agreement between the Holder and the Company or any Subsidiary of the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)&nbsp;&nbsp;&nbsp;&nbsp;
          Except as set forth herein, no right or benefit under the Plan shall be subject
          to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange,
          transfer, encumbrance, or charge, and any attempt to anticipate, alienate, sell,
          assign, hypothecate, pledge, exchange, transfer, encumber or charge the same
          shall be void. No right or benefit hereunder shall in any manner be liable for
          or subject to the debts, contracts, liabilities, or torts of the Person entitled
          to such benefits. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h)&nbsp;&nbsp;&nbsp;&nbsp;
          Each grant of an Option under the Plan shall be evidenced by a stock option
          agreement; and each award of Restricted Shares shall be evidenced by a
          restricted shares agreement; each in such form and containing such terms and
          provisions not inconsistent with the provisions of the Plan as the Committee
          from time to time shall approve; provided, however, that if more than one type
          of Award is made to the same Holder, such Awards may be evidenced by a single
          Agreement with such Holder. Each grantee of an Option or Restricted Shares shall
          be notified promptly of such grant, and a written Agreement shall be promptly
          executed and delivered by the Company. Any such written Agreement may contain
          (but shall not be required to contain) such provisions as the Committee deems
          appropriate (i) to insure that the penalty provisions of Section 4999 of the
          Code will not apply to any stock or cash received by the Holder from the Company
          or (ii) to provide cash payments to the Holder to mitigate the impact of such
          penalty provisions upon the Holder. Any such Agreement may be supplemented or
          amended from time to time as approved by the Committee as contemplated by
          paragraph 10 (j) (ii). </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;
          Each Person who shall be granted an Award under the Plan may designate a
          beneficiary or beneficiaries and may change such designation from time to time
          by filing a written designation of beneficiary or beneficiaries with the
          Committee on a form to be prescribed by it, provided that no such designation
          shall be effective unless so filed prior to the death of such Person. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(j)&nbsp;&nbsp;&nbsp;&nbsp;
          (i) Unless the Plan shall theretofore have been terminated as hereinafter
          provided, no Awards may be made under the Plan on or after the tenth anniversary
          of the Effective Date. The Plan may be terminated at any time prior to the tenth
          anniversary of the Effective Date and may, from time to time, be suspended or
          discontinued or modified or amended if such action is deemed advisable by the
          Committee. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)&nbsp;&nbsp;&nbsp;&nbsp;
          No termination, modification or amendment of the Plan may, without the consent
          of the Person to whom any Award shall theretofore have been granted, adversely
          affect the rights of such Person with respect to such Award. No modification,
          extension, renewal, or other change in any Award granted under the Plan shall be
          made after the grant of such Award, unless the same is consistent with the
          provisions of the Plan. With the consent of the Holder and subject to the terms
          and conditions of the Plan, the Committee may amend outstanding Agreements with
          any Holder, including, without limitation, any amendment which would (A)
          accelerate the time or times at which the Award may be exercised and/or (B)
          extend the scheduled expiration date of the Award. Without limiting the
          generality of the foregoing, the Committee may, but solely with the
          Holder&#146;s consent unless otherwise provided in the Agreement, agree to
          cancel any Award under the Plan and grant a new Award in substitution therefore,
          provided that the Award so substituted shall satisfy all of the requirements of
          the Plan as of the date such new Award is made. Nothing contained in the
          foregoing provisions of this paragraph 10(j)(ii) shall be construed to prevent
          the Committee from providing in any Agreement that the rights of the Holder with
          respect to the Award evidenced thereby shall be subject to such rules and
          regulations as the Committee may, subject to the express provisions of the Plan,
          adopt from time to time or impair the enforceability of any such provision. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(k)&nbsp;&nbsp;&nbsp;&nbsp;
          The obligation of the Company with respect to Awards shall be subject to all
          applicable laws, rules, and regulations and such approvals by any governmental
          agencies as may be required, including, without limitation, the effectiveness of
          any registration statement required under the Securities Act of 1933, and the
          rules and regulations of any securities exchange or association on which the
          shares of Common Stock may be listed or quoted. For so long as any shares of
          Common Stock are registered under the Exchange Act, the Company shall use its
          reasonable efforts to comply with any legal requirements (i) to maintain a
          registration statement in effect under the Securities Act of 1933 with respect
          to all shares of Common Stock that may be issued to Holders under the Plan and
          (ii) to file in a timely manner all reports required to be filed by it under the
          Exchange Act. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(l)&nbsp;&nbsp;&nbsp;&nbsp;
          The Company&#146;s obligation to deliver shares of Common Stock or pay cash in
          respect of any Award under the Plan shall be subject to applicable federal,
          state, and local tax withholding requirements. Federal, state, and local
          withholding tax due at the time of an Award, upon the exercise of any Option or
          upon the vesting of, or expiration of restrictions with respect to, Restricted
          Shares may, in the discretion of the Committee, be paid in shares of Common
          Stock already owned by the Holder or through the withholding of shares otherwise
          issuable to such Holder, upon such terms and conditions as the Committee shall
          determine. If the Holder shall fail to pay, or make arrangements satisfactory to
          the Committee for the payment to the Company of, all such federal, state and
          local taxes required to be withheld by the Company, then the Company shall, to
          the extent permitted by law, have the right to deduct from any payment of any
          kind otherwise due to such Holder an amount equal to any federal, state, or
          local taxes of any kind required to be withheld by the Company with respect to
          such Award. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(m)&nbsp;&nbsp;&nbsp;&nbsp;
          The adoption of the Plan by the Board shall not be construed as creating any
          limitations on the power of the Board to adopt such other incentive arrangements
          as it may deem desirable, including, without limitation, the granting of stock
          options and the awarding of stock and cash otherwise than under the Plan, and
          such arrangements may be either generally applicable or applicable only in
          specific cases. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(n)&nbsp;&nbsp;&nbsp;&nbsp;
          By acceptance of an Award, unless otherwise provided in the applicable
          Agreement, each Holder shall be deemed to have agreed that such Award is special
          incentive compensation that will not be taken into account, in any manner, as
          salary, compensation, or bonus in determining the amount of any payment under
          any pension, retirement, or other employee benefit plan, program, or policy of
          the Company or any Subsidiary of the Company. In addition, each beneficiary of a
          deceased Holder shall be deemed to have agreed that such Award will not affect
          the amount of any life insurance coverage, if any, provided by the Company on
          the life of the Holder which is payable to such beneficiary under any life
          insurance plan covering employees of the Company or any Subsidiary of the
          Company. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(o)&nbsp;&nbsp;&nbsp;&nbsp;
          Neither the Company nor any Subsidiary of the Company shall be required to
          segregate any cash or any shares of Common Stock which may at any time be
          represented by Awards, and the Plan shall constitute an &#147;unfunded&#148;
          plan of the Company. Neither the Company nor any Subsidiary of the Company
          shall, by any provisions of the Plan, be deemed to be a trustee of any shares of
          Common Stock or any other property, and the liabilities of the Company and any
          Subsidiary of the Company to any employee pursuant to the Plan shall be those of
          a debtor pursuant to such contract obligations as are created by or pursuant to
          the Plan, and the rights of any employee, former employee, or beneficiary under
          the Plan shall be limited to those of a general creditor of the Company or the
          applicable Subsidiary of the Company as the case may be. In its sole discretion,
          the Board may authorize the creation of Company or other arrangements to meet
          the obligations of the Company under the Plan, provided, however, that the
          existence of such Company or other arrangements is consistent with the unfunded
          status of the Plan. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(p)&nbsp;&nbsp;&nbsp;&nbsp;
          The Plan shall be governed by, and construed in accordance with, the laws of the
          State of Maryland. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(q)&nbsp;&nbsp;&nbsp;&nbsp;
          The delivery of any shares of Common Stock and the payment of any amount in
          respect of an Award shall be for the account of the Company or the applicable
          Subsidiary of the Company, as the case may be, and any such delivery or payments
          shall not be made until the recipient shall have paid or made satisfactory
          arrangements for the payment of any applicable withholding taxes as provided in
          Paragraph 10(l). </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(r)&nbsp;&nbsp;&nbsp;&nbsp;
          Each certificate evidencing shares of Common Stock subject to an Award shall
          bear such legends as the Committee deems necessary or appropriate to reflect or
          refer to any terms, conditions, or restrictions of the Award applicable to such
          shares, including, without limitation, any to the effect that the shares
          represented thereby may not be disposed of unless the Company has received an
          opinion of counsel, acceptable to the Company, that such disposition will not
          violate any federal or state securities laws. </FONT></P>

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     <P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(s)&nbsp;&nbsp;&nbsp;&nbsp;
          The grant of Awards pursuant to the Plan shall not affect in any way the right
          of power of the Company to make reclassifications, reorganizations, or other
          changes of or to its capital or business structure or to merge, consolidate,
          liquidate, sell, or otherwise dispose of all or any part of its business or
          assets. </FONT></P><BR><BR>

<BR><BR>
<BR><BR>



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<PAGE>

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<A NAME=A043></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit
5.1</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 3 Left" FSL="Default" -->
<A NAME=A044></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>BRINBERG &amp; LUNDY <BR>60 CUTTER MILL ROAD <BR>SUITE 303<BR>

GREAT NECK, NY 11021 <BR>
Telephone (516) 466-3100<BR> Facsimile: (516) 466-3132</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July
14, 2003 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A048></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ONE LIBERTY PROPERTIES,
INC. <BR>
60 Cutter Mill Road <BR>Suite
303<BR> Great Neck, NY 11021 </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>   RE:     2003 INCENTIVE PLAN<BR>

<U>REGISTRATION STATEMENT on FORM S-8</U> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A051></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Gentlemen: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
our capacity as counsel to One Liberty Properties, Inc., a Maryland corporation
(&#147;OLP&#148;), we have been requested to render this opinion in connection with a
Registration Statement on Form S-8 (the &#147;Registration Statement&#148;) filed by OLP
with the Securities and Exchange Commission under the Securities Act of 1933, as amended,
covering an aggregate of 275,000 shares (the &#147;Shares&#148;) of Common Stock, $1.00
par value per share of OLP, issuable pursuant to awards granted under the One Liberty
Properties, Inc. 2003 Incentive Plan (the &#147;Plan&#148;). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
furnishing our opinion, we have examined the Certificate of Incorporation of OLP<B>,</B>
as amended, the By-Laws of OLP, as amended, and such other instruments and documents as we
have deemed relevant and necessary as the basis for our opinion expressed herein. We have
examined originals or certified, conformed, or photostatic copies of all documents, the
authenticity of which have been established to our satisfaction. In all such examinations,
we have assumed the genuineness of all signatures on original and certified documents, and
the conformity to executed documents of all executed copies submitted to us as conformed
or photostatic copies. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based
upon and subject to the foregoing, we are of the opinion that the Shares issuable pursuant
to awards granted under the Plan have been duly authorized and, when paid for and issued
in accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Simeon
Brinberg and Mark H. Lundy, members of this firm, are officers and shareholders of OLP,
have been granted awards under the Plan and are eligible to receive future awards under
the Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
hereby consent to use of this opinion as an exhibit to the Registration Statement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Very
truly yours, </FONT></P>


<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/
Brinberg &amp; Lundy</I> </FONT></P>


<BR><BR>
<BR><BR>
<BR><BR>
<BR><BR>
<BR><BR>
<BR><BR>
<BR><BR>
<BR><BR>
<HR SIZE=5 COLOR=GRAY NOSHADE>



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<A NAME=A053></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit
23.2</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 3 Left" FSL="Default" -->
<A NAME=A054></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CONSENT OF
INDEPENDENT AUDITORS</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
consent to the incorporation by reference in the Registration Statement (Form S-8)
pertaining to the One Liberty Properties, Inc. 2003 Incentive Plan of our report dated
March 3, 2003, except for the line of credit information included in Note 6 as to which
the date is March 21, 2003, with respect to the consolidated financial statements and
schedule of the Company included in its Annual Report (Form 10-K) for the year ended
December 31, 2002, filed with the Securities and Exchange Commission. </FONT></P>

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<A NAME=A055></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><I>s/Ernst
&amp; Young, LLP</I></U> <BR>

Ernst &amp; Young, LLP </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A057></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>New York, New York <BR>July
10, 2003 </FONT></P>


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{"company-data": {"conformed-name": "ONE LIBERTY PROPERTIES INC", "cik": "0000712770", "assigned-sic": "6798", "irs-number": "133147497", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107038", "film-number": "03786704"}, "business-address": {"street1": "60 CUTTER MILL RD", "street2": "SUITE 303", "city": "GREAT NECK", "state": "NY", "zip": "11021-3190", "phone": "5164663100"}, "mail-address": {"street1": "60 CUTTER MILL ROAD", "street2": "SUITE 303", "city": "GREAT NECK", "state": "NY", "zip": "11021-3190"}, "former-company": {"former-conformed-name": "ONE LIBERTY FIRESTONE PROPERTIES INC", "date-changed": "19851112"}}
Registration
No. 333-____________________
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
ONE LIBERTY
PROPERTIES, INC.
(Exact Name of
Registrant as Specified in Its Charter)
MARYLAND
(State or Other Jurisdiction of Incorporation or Organization)
13-3147497
(I.R.S.Employer Identification No.)
60 CUTTER MILL ROAD,
GREAT NECK, NY 11021
(Address of Principal
Executive Offices) (Zip Code)
ONE LIBERTY
PROPERTIES, INC. 2003 INCENTIVE PLAN
(Full Title of the Plans)
Mark H. Lundy
ONE LIBERTY PROPERTIES,
INC.
60 CUTTER MILL ROAD
GREAT NECK, NY 11021
(Name and Address of
Agent for Service)
CALCULATION OF
REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered (1)
Proposed maximum
offering price
per share (2)
Proposed maximum
aggregate offering
price (2)
Amount of
Registration fee
Common Stock,
275,000
$18.245
$5,017,375
$405.91
par value $1.00
per share
(1)    
          Represents the maximum number of shares of Common Stock reserved for issuance in
          connection with awards under Plan.
(2)    
          Estimated solely for the purpose of calculating the registration fee pursuant to
          Rule 457 (h)(1) promulgated under the Securities Act of 1933, and based on the
          average high and low price of Common Stock on the American Stock Exchange on
          July 9, 2003.
Explanatory
Note
This Registration Statement covers
275,000 shares of Common Stock reserved by Registrant in connection with awards under the
Registrant's 2003 Incentive Plan (the "Plan"). Pursuant to the Note to Part
I of Form S-8, the plan information specified in Part I of Form S-8 to be contained in a
Section 10(a) prospectus to be distributed to each award recipient is not being filed with
the Securities and Exchange Commission (the "SEC"). Part II contains information
that is required in this Registration Statement pursuant to Part II of Form S-8.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY
REFERENCE.
The
following documents have been filed by One Liberty Properties, Inc., a real estate
investment trust incorporated under the laws of the State of Maryland (the
"Company"), with the SEC and are incorporated herein by reference (File No
0-11083):
1.
Annual Report on Form 10-K for the fiscal year ended December 31, 2002;
2.
Quarterly Report on Form 10-Q for the three months ended March 31, 2003;
3.
Amended Current Report on Form 8-K filed on January 16, 2003;
4.
Current Report on Form 8-K filed on March 25, 2003, amended on March 26, 2003;
               and
5.
The description of the Company's Common Stock, par value $1.00 per share,
               contained in the Registration Statement on Form 8-A filed on September 18,
               1989.*
_________________
*
A description of the Company's Common Stock is also contained in Registration
Statement on Form S-2 (Registration No. 333-86850) declared effective by the SEC on May
24, 2002.
Neither Current Reports on Form 8-K
furnished under Item 9 of Form 8-K nor Current Reports on Form 8-K furnished under Item 12
of Form 8-K are incorporated herein by reference.
In addition, all documents filed
subsequent to the date hereof by the Registrant (other than Current Reports on Form 8-K
furnished pursuant to Item 9 or Item 12 of Form 8-K, unless otherwise indicated therein)
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from their respective dates
of filing; provided, however, that the documents enumerated above or subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each
year during which the offering made hereby is in effect prior to the filing with the
Commission of the Registrant's Annual Report on Form 10-K covering such year shall
not be incorporated by reference herein or be a part hereof from and after the filing of
such Annual Report on Form 10-K.
Any
statement contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which also is
incorporated by reference herein modified or superseded 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.                    INTERESTS OF NAMED EXPERTS AND COUNSEL.
Simeon
Brinberg and Mark H. Lundy, members of the firm of Brinberg & Lundy, which firm has
provided an opinion with respect to the shares being registered by this Registration
Statement, are officers and shareholders of the Company, have been granted awards under
the Plan, and are eligible to receive future awards under the Plan.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The
Registrant's charter obligates it to indemnify its directors and officers to the
maximum extent permitted by Maryland law. The Maryland General Corporation Law
("MGCL") permits a corporation to indemnify its present and former directors and
officers against judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be a party by reason
of their service in those or other capacities, unless it is established that (1) the act
or omission of the director or officer was material to the matter giving rise to the
proceeding and (a) was committed in bad faith, or (b) was the result of active and
deliberate dishonesty, or (2) the director or officer actually received an improper
personal benefit in money, property or services, or (3) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act or
omission was unlawful.
The
MGCL permits the charter of a Maryland corporation to include a provision limiting the
liability of its directors and officers to the corporation and its stockholders for money
damages, except to the extent that (1) it is proved that the person actually received an
improper benefit or profit in money, property or services, or (2) a judgment or other
final adjudication is entered in a proceeding based on a finding that the person's
action, or failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. The Registrant's
charter provides for elimination of the liability of its directors and officers to the
Registrant or its stockholders for money damages to the maximum extent permitted by
Maryland law from time to time.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
Not
Applicable.
ITEM 8. EXHIBITS.
See Exhibit
Index.
ITEM 9.           UNDERTAKINGS.
(a)
The undersigned Registrant 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 of
                    1933;
(ii)
To reflect in the 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
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2)       
          That, for the purpose of determining any liability under the Securities Act of
          1933, each 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 post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering.
(b)    
          The undersigned Registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act of 1933, each filing of the
          Registrant's annual report pursuant to Section 13(a) or 15 (d) of the
          Securities Exchange Act of 1934 that is incorporated by reference in this
          Registration Statement shall be deemed to be a new registration statement
          relating to the securities offered herein, and the offering of such securities
          at that time shall be deemed to be in the initial bona fide offering thereof.
(c)    
          Insofar as indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers and controlling persons of the
          Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
          has been advised that in the opinion of the Securities and Exchange Commission,
          such indemnification is against public policy as expressed in the Securities Act
          of 1933, and is, therefore, unenforceable. In the event that a claim for
          indemnification against such liabilities (other than the payment by the
          Registrant of expenses incurred or paid by a director, officer or controlling
          person of the Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling person in
          connection with the securities being registered, the Registrant 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 of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant 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
the Village of Great Neck Plaza, State of
New York, on this 15
th
day of July, 2003.
ONE
LIBERTY PROPERTIES, INC.
/s/ Jeffrey Fishman
Jeffrey
Fishman, President and Chief
Executive Officer
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Jeffrey Fishman, with the power of substitution, his or her attorney-in-fact,
to sign any amendments to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her
substitute, may do or choose to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons in the capacities and on the dates
indicated:
Signature
Title
Date
/s/ Fredric H. Gould
Chairman of the Board
July 15, 2003
Fredric H. Gould
/s/ Jeffrey Fishman
President and Chief Executive
July 15, 2003
Jeffrey Fishman
Officer (principal executive officer)
/s/ Joseph Amato
Director
July 15, 2003
Joseph Amato
/s/ Charles Biederman
Director
July 15, 2003
Charles Biederman
/s/ James Burns
Director
July 15, 2003
James Burns
/s/ Patrick J. Callan, Jr.
Director
July 15, 2003
Patrick J. Callan, Jr
/s/ Jeffrey Gould
Director
July 15, 2003
Jeffrey Gould
/s/ Matthew Gould
Director
July 15, 2003
Matthew Gould
/s/ Arthur Hurand
Director
July 15, 2003
Arthur Hurand
/s/ Marshall Rose
Director
July 15, 2003
Marshall Rose
/s/ David W. Kalish
Vice President and
July 15, 2003
David W. Kalish
Chief Financial Officer (principal financial and accounting officer)
EXHIBIT
INDEX.
Exhibit No.
4.1 One Liberty
Properties, Inc. 2003 Incentive Plan
4.3* Form of Common Stock Certificate
5.1 Opinion
of Brinberg & Lundy
23.1                      Consent of Brinberg & Lundy (included in its opinion filed as Exhibit 5.1
                          hereto)
23.2          Consent of Ernst & Young LLP, independent auditors
24.1                      Powers of Attorney (included on the signature page of this Registration
                          Statement)
*Previously
filed as an Exhibit to the Registrant's Registration Statement on Form S-2,
Registration No. 333-86850, declared effective on May 24, 2002 and incorporated herein by
reference.
Exhibit
4.1
ONE LIBERTY PROPERTIES,
INC.
2003 INCENTIVE PLAN
1.    
          Purpose. The purpose of the One Liberty Properties, Inc. 2003 Incentive Plan is
          to advance the interests and promote the success of One Liberty Properties, Inc.
          by providing an opportunity to selected employees, officers, directors and
          consultants of the Company to purchase shares of Common Stock $1.00 par value,
          of the Company and to receive stock awards provided for in the Plan. By
          encouraging such share ownership, the Company seeks to attract, retain and
          motivate employees, officers, directors, and consultants of experience and
          ability. It is intended that this purpose will be effected by the granting of
          the following share-based incentives: (a) Non-statutory Stock Options; (b)
          Incentive Stock Options intended to qualify under Section 422 of the Internal
          Revenue Code of 1986, as amended; and (c) Restricted Shares.
Definitions.    
          Capitalized terms not defined elsewhere in the Plan shall have the following
          meanings (whether used in the singular or plural).
"Affiliate" of the Company
means any corporation, partnership, or other business association that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with the Company.
"Agreement" means a stock
option agreement, Restricted Shares agreement, or an agreement evidencing more than one
type of Award, as any such Agreement may be supplemented or amended from time to time.
"Approved Transaction"
means any transaction in which the Board (or, if approval of the Board is not required as
a matter of law, the shareholders of the Company) shall approve (i) any consolidation or
merger of the Company, or binding share exchange, pursuant to which shares of Common Stock
would be changed or converted into or exchanged for cash, securities, or other property,
other than any such transaction in which the holders of shares of Common Stock of the
Company immediately prior to such transaction have the same proportionate ownership of the
common stock of, and voting power with respect to, the surviving entity immediately after
such transaction, (ii) any merger, consolidation, or binding share exchange to which the
Company is a party as a result of which the Persons who are holders of shares of Common
Stock of the Company immediately prior thereto have less than a majority of the combining
voting power of the outstanding capital stock of the surviving entity ordinarily (and
apart from the rights accruing under special circumstances) having the right to vote in
the election of directors immediately following such merger, consolidation, or binding
share exchange, (iii) the adoption of any plan or proposal for the liquidation or
dissolution of the Company, or (iv) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all, or substantially all, of the
assets of the Company.
"Award" means a grant of
Options and/or Restricted Shares under this Plan.
"Board"
means the Board of Directors of the Company.
"Board Change" means,
during any period of two consecutive years, individuals who at the beginning of such
period constituted the entire Board cease for any reason to constitute a majority thereof
unless the election, or the nomination for election, of each new director was approved by
a vote of at least two-thirds of the Directors then still in office who were Directors at
the beginning of the period.
"Code" means the Internal
Revenue Code of 1986, as amended from time to time, or any successor statute or statutes
thereto. Reference to any specific Code section shall include any successor section.
"Committee" means the
committee of the Board appointed to administer the Plan.
"Common Stock" means shares
of Common Stock, $1.00 par value of the Company.
"Company" means One Liberty Properties,
Inc., a Maryland corporation.
"Control Purchase" means
any transaction (or series of related transactions) in which (i) any person (as such term
is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation, or other
entity (other than the Company, any Subsidiary of the Company, or any employee benefit
plan sponsored by the Company or any Subsidiary of the Company) shall purchase any shares
of Common Stock of the Company (or securities convertible into shares of Common Stock of
the Company) for cash, securities, or any other consideration pursuant to a tender offer
or exchange offer, without the prior consent of the Board, or (ii) any person (as such
term is so defined), corporation, or other entity (other than the Company, any Subsidiary
of the Company, any employee benefit plan sponsored by the Company or any Subsidiary of
the Company or any Exempt Person (as defined below)) shall become the "beneficial
owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more of the combined voting
power of the then outstanding securities of the Company ordinarily (and apart from the
rights accruing under special circumstances) having the right to vote in the election of
directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of
rights to acquire the Company's securities), other than in a transaction (or series
of related transactions) approved by the Board. For purposes of this definition,
"Exempt Person" means each of (i) the Chairman of the Board as of June 23, 2003,
and (ii) the respective family members, estates, and heirs of an Exempt Person and any
Company or other investment vehicle for the primary benefit of any Exempt Person or their
family members or heirs. As used with respect to any Person, the term "family
member" means the spouse, siblings, and lineal descendants of such Person and lineal
descendants of siblings.
"Disability" means the
inability to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not less than 12
months.
"Domestic Relations Order"
means a domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder.
"Effective Date" means June
23, 2003, the date on which the shareholders of the Company approved the Plan and the date
on which the Plan became effective.
"Equity Security" shall
have the meaning ascribed to such term in Section 3(a) (11) of the Exchange Act, and an
equity security of an issuer shall have the meaning ascribed thereto in Rule 16a-1
promulgated under the Exchange Act, or any successor Rule.
"Exchange Act" means the
Securities Exchange Act of 1934, as amended from time to time, or any successor statute or
statutes thereto. Reference to any specific Exchange Act section shall include any
successor section.
"Fair Market Value" of
shares of Common Stock on any day means the last sale price (or, if no last sale price is
reported, the average of the high bid and low asked prices) for a share of Common Stock on
such day (or, if such day is not a trading day, on the next preceding trading day) as
reported on the principal national securities exchange on which shares of Common Stock are
listed on such day or if such shares are not then listed on a national securities
exchange, then as reported on Nasdaq or, if such shares are not then listed or quoted on
Nasdaq, then as quoted by the National Quotation Bureau Incorporated. If for any day the
Fair Market Value of a share of Common Stock is not determinable by any of the foregoing
means, then the Fair Market Value for such day shall be determined in good faith by the
Committee on the basis of such quotations and other considerations as the Committee deems
appropriate.
"Holder" means a Person who
has received an Award under this Plan.
"Incentive Stock Option"
means an Option intended to meet the requirements of Section 422 of the Code.
"Nasdaq" means
The Nasdaq Stock Market
"Non-statutory Stock
Option" mean an option not intended to meet the requirements of Section 422 of the
Code.
"Option" means either
Incentive Stock Options meeting the requirements of Section 422 of the Code or
Non-statutory Stock Options which are not intended to meet the requirements of Section 422
of the Code.
"Person" means an
individual, corporation, limited liability company, partnership, Company, incorporated or
unincorporated association, joint venture or other entity of any kind.
"Plan" means this One
Liberty Properties, Inc. 2003 Incentive Plan.
"Restricted Shares" means
shares of Common Stock awarded pursuant to paragraph 9 which are subject to a Restriction
Period.
"Restriction Period" means
a period of time beginning on the date of each Award of Restricted Shares and ending on
the Vesting Date with respect to such Award.
"Subsidiary" of a Person
means any present or future subsidiary (as defined in Section 424(f) of the Code) of such
Person or any business entity in which such Person owns, directly or indirectly, 50% or
more of the voting, capital, or profits interests. An entity shall be deemed a subsidiary
of a Person for purposes of this definition only for such periods as the requisite
ownership or control relationship is maintained.
"Vesting Date", with
respect to any Restricted Shares awarded hereunder, means the date on which such
Restricted Shares cease to be subject to a risk of forfeiture, as designated in or
determined in accordance with the Agreement with respect to such award of Restricted
Shares. If more than one Vesting Date is designated for an award of Restricted Shares,
reference in the Plan to a Vesting Date in respect of such Award shall be deemed to refer
to each part of such Award and the Vesting Date for such part.
3.
Shares Subject to the Plan
. (a) The maximum number of shares of Common
          Stock with respect to which Awards may be granted under the Plan shall not
          exceed 275,000 shares of Common Stock, subject to adjustment as provided in
          paragraph 3(b) hereof. Any share of Common Stock subject to an Award which for
          any reason (i) expires, is cancelled or is forfeited prior to becoming vested,
          or (ii) is terminated unexercised, shall again be available for purposes of the
          Plan. The shares of Common Stock delivered pursuant to Awards granted under the
          Plan may, in whole or in part, be authorized but unissued shares, treasury
          shares, or any other issued shares subsequently reacquired by the Company,
          including shares purchased in the open market.
(b)    
          If the Company subdivides its outstanding shares of Common Stock into a greater
          number of shares of Common Stock (by stock dividend, stock split,
          reclassification, or otherwise) or combines its outstanding shares of Common
          Stock into a smaller number of shares of Common Stock (by reverse stock split,
          reclassification, or otherwise) or if the Committee determines that any stock
          dividend, extraordinary cash dividend, reclassification, recapitalization,
          reorganization, split-up, spin-off, combination, exchange of shares, warrants or
          rights offering to purchase shares of Common Stock, or other similar corporate
          event (including mergers or consolidations other than those which constitute
          Approved Transactions, adjustments with respect to which shall be governed by
          paragraph 10(b)) affects any shares of Common Stock, so that an adjustment is
          required to preserve the benefits or potential benefits intended to be made
          available under this Plan, then the Committee, in its sole discretion and in
          such manner as the Committee may deem equitable and appropriate, may make such
          adjustments to any or all of (i) the number and kind of shares of stock which
          thereafter may be awarded, optioned, or otherwise made subject to the benefits
          contemplated by the Plan, (ii) the number and kind of shares of stock subject to
          outstanding Awards, and (iii) the purchase or exercise price with respect to any
          of the foregoing, provided, however, that the number of shares subject to any
          Award shall always be a whole number. Notwithstanding the foregoing, if all
          shares of Common Stock are redeemed, then each outstanding Award shall be
          adjusted to substitute for the shares subject thereto the kind and amount of
          cash, securities or other assets issued or paid in the redemption of the
          equivalent number of shares of Common Stock and otherwise the terms of such
          Award, including in the case of Options or similar rights, the total exercise
          price shall remain constant before and after the substitution (unless otherwise
          determined by the Committee and provided in the applicable Agreement). The
          Committee may, if deemed appropriate, provide for a cash payment to any Holder
          of an Award in connection with any adjustment made pursuant to this paragraph
          3(b).
4.
Administration
. The Plan shall be administered by the Compensation
          Committee of the Board unless a different committee is appointed by the Board.
          The Board may from time to time appoint members of the Committee in substitution
          for and in addition to members previously appointed and may fill vacancies and
          may remove members of the Committee. All of the members of the Committee must be
          Directors of the Company. Notwithstanding the foregoing, the Board may at any
          time exercise all rights, duties and responsibilities of the Committee, but
          excluding matters which under any applicable law, rule or regulation, including
          Rule 16b-3 under the Exchange Act or Section 162(m) of the Code (to the extent
          the Committee intends that such matter qualify thereunder), are required to be
          determined in the sole discretion of the Committee. Subject to the provisions of
          the Plan, the Committee shall have full power and discretion to construe and
          interpret the Plan and any Agreement or instrument entered into under the Plan,
          and to establish, amend and rescind rules and regulations for its
          administration; to accelerate the vesting or exercisability of any Award; to
          amend the terms and conditions of any outstanding Award (subject to the
          provisions of paragraph 10(j); or to offer to buy out an Award previously
          granted, based on such terms and conditions as the Committee shall establish and
          communicate to the participant at the time such offer is made. Any decisions
          made by the Committee pursuant to the authority granted to it hereunder shall be
          final and binding on the Company, the participants and all other persons. The
          Committee shall have the power and authority to grant to eligible Persons under
          paragraph 5 of the Plan Options and/or Restricted Shares, to determine, the
          terms and conditions of all Awards so granted (which need not be identical),
          including, the Persons to whom Awards shall be granted, and the timing, pricing
          and amount of any such Award, subject only to the express provisions of the
          Plan. In making determinations hereunder, the Committee shall take into account
          the nature of the services rendered by the employees, officers, directors or
          consultants, their present and potential contributions to the success of the
          Company and its Subsidiaries, and such other factors as the Committee in its
          discretion deems relevant.
5.
Eligible Persons
. In its sole discretion, the Committee may grant (i)
          Incentive Stock Options, Non-statutory Stock Options and Restricted Shares, or
          any combination of the foregoing, to such employees, officers, directors and
          consultants providing services to the Company or its Subsidiaries as are
          selected by the Committee. The maximum number of shares of Common Stock with
          respect to which Options may be granted to any otherwise eligible Person under
          this Plan during any calendar year shall be 20,000 shares, and the maximum
          number of shares of Common Stock with respect to which all other Awards may be
          granted to any otherwise eligible Person under this Plan during any calendar
          year shall be 15,000, in each case, subject to adjustment as provided in
          Paragraph 3(b) hereof.
6.
Duration of the Plan
. The Plan shall terminate ten years from the
          effective date of this Plan, unless terminated earlier pursuant to paragraph
          10(j) hereof, and no Awards may be granted thereafter.
7.
Stock Options
. (a) Subject to the limitations of the Plan, the Committee
          shall designate from time to time those eligible Persons to be granted Options,
          the time when each Option shall be granted to such eligible Persons, the number
          of shares of Common Stock subject to such Options, and, subject to paragraph
          7(b), the purchase price of the shares of Common Stock subject to such Option.
(b)       
          The price at which shares may be purchased upon exercise of an Option shall be
          fixed by the Committee and subject to paragraph 8 hereof may be more than, less
          than, or equal to the Fair Market Value of the shares of Common Stock subject to
          the Option as of the date the Option is granted.
(c)       
          Subject to the provisions of the Plan with respect to death, retirement, and
          termination of employment and subject to paragraph 8 hereof, the term of each
          Option shall be for such period as the Committee shall determine as set forth in
          the applicable Agreement.
(d)       
          An Option granted under the Plan shall become (and remain) exercisable during
          the term of the Option to the extent provided in the applicable Agreement and
          this Plan and, unless the Agreement otherwise provides, may be exercised to the
          extent exercisable, in whole or in part, at any time and from time to time
          during such term; provided, however, that subsequent to the grant of an Option,
          the Committee, at any time before complete termination of such Option, may
          accelerate the time or times at which such Option may be exercised in whole or
          in part (without reducing the term of such Option).
(e)       
          (i) An Option shall be exercised by written notice to the Company upon such
          terms and conditions as the Agreement may provide and in accordance with such
          other procedures for the exercise of Options as the Committee may establish from
          time to time. The method or methods of payment of the purchase price for the
          shares to be purchased upon exercise of an Option and of any amounts required by
          paragraph 10(l) shall be determined by the Committee and may consist of (A)
          cash, (B) check, (C) whole shares of Common Stock, or (D) any combination of the
          foregoing methods of payment. The permitted method or methods of payment of the
          amounts payable upon exercise of an Option, if other than in cash, shall be set
          forth in the applicable Agreement and may be subject to such conditions as the
          Committee deems appropriate.
Unless otherwise determined by the
Committee and provided in the applicable Agreement, any shares of Common Stock, delivered
in payment of all or any part of the amounts payable in connection with the exercise of an
Option, and shares of Common Stock withheld for payment, shall be valued for such purpose
at their Fair Market Value as of the exercise date.
The Company shall effect the issuance
or transfer of the shares of Common Stock, purchased under the Option as soon as
practicable after the exercise thereof and payment in full of the purchase price thereof
and of any amounts required by paragraph 10(l), and within a reasonable time thereafter,
such issuance or transfer shall be evidenced on the books of the Company. Unless otherwise
determined by the Committee and provided in the applicable Agreement, (A) no Holder or
other Person exercising an Option shall have any of the rights of a shareholder of the
Company with respect to shares subject to an Option granted under the Plan until due
exercise and full payment has been made, and (B) no adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date of such due
exercise and full payment.
(f)    
          Unless otherwise determined by the Committee and provided in the applicable
          Agreement, Options shall not be transferable other than by will or the laws of
          descent and distribution or pursuant to a Domestic Relations Order, and, except
          as otherwise required pursuant to a Domestic Relations Order, Options may be
          exercised during the lifetime of the Holder thereof only by such Holder (or his
          or her court-appointed legal representative).
8.
Restrictions on Options
. (a) The aggregate Fair Market Value of the
          shares of Common Stock with respect to which Incentive Stock Options are
          exercisable for the first time by an individual during any calendar year shall
          not exceed $100,000. If an Incentive Stock Option is granted pursuant to which
          the aggregate Fair Market Value of shares with respect to which it first becomes
          exercisable in any calendar year by an individual exceeds the aforementioned
          $100,000 limitation, the portion of such option which is in excess of the
          $100,000 limitation shall be treated as a Non-statutory Stock Option pursuant to
          Section 422(d)(1) of the Code. In the event that an individual is eligible to
          participate in any other share option plan of the Company or any parent or
          Subsidiary of the Company which is also intended to comply with the provisions
          of Section 422 of the Code, the $100,000 limitation shall, to the extent
          provided under Section 422 of the Code, apply to the aggregate number of shares
          for which Incentive Stock Options may be granted under all such plans.
(b)    
          Subject to the conditions in paragraph 8(c) hereof, if applicable, the purchase
          price per share payable upon the exercise of each Incentive Stock Option granted
          hereunder shall be as determined by the Committee in its discretion, and shall
          be at least 100% of the Fair Market Value on the date of grant.
(c)    
          If any participant is on the date of grant the owner of shares (as determined
          under Sections 422(b)(6) and 424(d) of the Code) possessing more than 10% of the
          total combined voting power of all classes of shares of the Company or any
          parent or Subsidiary of the Company, then the option price per share subject to
          such Incentive Stock Option shall not be less than 110% of the Fair Market
          Value, and the term of the option shall not exceed five years after the date of
          such grant.
(d)    
          The purchase price per share payable upon the exercise of each non-statutory
          Option granted hereunder shall be determined by the Committee in its discretion,
          and shall be at least 85% of the Fair Market Value on the date of grant.
9.
Restricted Shares
. (a) Subject to the limitations of the Plan, the
          Committee shall designate those eligible Persons to be granted awards of
          Restricted Shares, and shall determine the time when each such Award shall be
          granted. Shares of Common Stock covered by awards of Restricted Shares will be
          issued at the beginning of the Restriction Period. The Committee shall designate
          the Vesting Date or Vesting Dates for each award of Restricted Shares, and may
          prescribe other restrictions, terms, and conditions applicable to the vesting of
          such Restricted Shares in addition to those provided in the Plan. The Committee
          shall determine the price, if any, to be paid by the Holder for the Restricted
          Shares; provided, however, that the issuance of Restricted Shares shall be made
          for at least the minimum consideration necessary to permit such Restricted
          Shares to be deemed fully paid and nonassessable. All determinations made by the
          Committee pursuant to this paragraph 9(a) shall be specified in the Agreement.
(b)    
          The stock certificate or certificates representing Restricted Shares shall be
          registered in the name of the Holder to whom such Restricted Shares shall have
          been awarded. During the Restriction Period, certificates representing the
          Restricted Shares shall bear a restrictive legend to the effect that ownership
          of the Restricted Shares, and the enjoyment of all rights appurtenant thereto,
          are subject to the restrictions, terms, and conditions provided in the Plan and
          the applicable Agreement. Such certificates shall remain in the custody of the
          Company or its designee, and the Holder shall deposit with the custodian stock
          powers or other instruments of assignment, each endorsed in blank, so as to
          permit retransfer to the Company of all or any portion of the Restricted Shares
          that shall be forfeited or otherwise not become vested in accordance with the
          Plan and the applicable Agreement.
(c)    
          Restricted Shares shall constitute issued and outstanding shares of Common Stock
          for all corporate purposes. The Holder will have the right to vote such
          Restricted Shares, to receive and retain cash dividends and cash distributions,
          paid or distributed on such Restricted Shares, and to exercise all other rights,
          powers, and privileges of a holder of shares of Common Stock with respect to
          such Restricted Shares; except, that, unless otherwise determined by the
          Committee and provided in the applicable Agreement, (i) the Holder will not be
          entitled to delivery of the stock certificate or certificates representing such
          Restricted Shares until the Restriction Period shall have expired and unless all
          other vesting requirements with respect thereto shall have been fulfilled or
          waived; (ii) the Company or its designee will retain custody of the stock
          certificate or certificates representing the Restricted Shares during the
          Restriction Period as provided in paragraph 9(b) above; (iii) other than cash
          dividends and cash distributions as provided in this paragraph 9(c) above and as
          the Committee may designate, the Company or its designee will retain custody of
          all distributions ("Retained Distributions") made or declared with
          respect to the Restricted Shares (and such Retained Distributions will be
          subject to the same restrictions, terms and vesting, and other conditions as are
          applicable to the Restricted Shares) until such time, if ever, as the Restricted
          Shares with respect to which such Retained Distributions shall have been made,
          paid, or declared shall have become vested, and such Retained Distributions
          shall not bear interest or be segregated in a separate account; (iv) the Holder
          may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the
          Restricted Shares or any Retained Distributions or his interest in any of them
          during the Restriction Period; and (v) a breach of any restrictions, terms, or
          conditions provided in the plan or established by the Committee with respect to
          any Restricted Shares or Retained Distributions will cause a forfeiture of such
          Restricted Shares and any Restricted Distributions with respect thereto.
(d)    
          On the Vesting Date with respect to each award of Restricted Shares and the
          satisfaction of any other applicable restrictions, terms, and conditions, (i)
          all or the applicable portion of such Restricted Shares shall become vested, and
          (ii) any Retained Distributions with respect to such Restricted Shares shall
          become vested to the extent that the Restricted Shares related thereto shall
          have become vested, all in accordance with the terms of the applicable
          Agreement. Any such Restricted Shares, and Retained Distributions, that shall
          not become vested shall be forfeited to the Company, and the Holder shall not
          thereafter have any rights (including dividend and voting rights) with respect
          to such Restricted Shares and Retained Distributions, that shall have been so
          forfeited.
10.
General Provisions
. (a) If a Holder's employment or other
          relationship with the Company shall terminate by reason of death or Disability,
          notwithstanding any contrary waiting period, installment period, vesting
          schedule, or Restriction Period in any Agreement or in the Plan, unless the
          applicable Agreement provides otherwise: (i) in the case of an Option, each
          outstanding Option granted under the Plan shall immediately become exercisable
          in full in respect of the aggregate number of shares covered thereby; (ii) in
          the case of Restricted Shares, the Restriction Period applicable to each such
          Award of Restricted Shares shall be deemed to have expired and all such
          Restricted Shares and any related Retained Distributions shall become vested.
(b)    
          In the event of any Approved Transaction, Board Change or Control Purchase,
          notwithstanding any contrary waiting period, installment period, vesting
          schedule, or Restriction Period in any Agreement or in the Plan, unless the
          applicable Agreement provides otherwise: (i) in the case of an Option, each such
          outstanding Option granted under the Plan shall become exercisable in full in
          respect of the aggregate number of shares covered thereby; and (ii) in the case
          of Restricted Shares, the Restriction Period applicable to each such Award of
          Restricted Shares shall be deemed to have expired and all such Restricted Shares
          and any related Retained Distributions shall become vested. Notwithstanding the
          foregoing, unless otherwise provided in the applicable Agreement, the Committee
          may, in its discretion, determine that any or all outstanding Awards of any or
          all types granted pursuant to the Plan will not vest or become exercisable on an
          accelerated basis in connection with an Approved Transaction if effective
          provision has been made for the taking of such action which, in the opinion of
          the Committee, is equitable and appropriate to substitute a new Award for such
          Award or to assume such Award and to make such new or assumed Award, as nearly
          as may be practicable, equivalent to the old Award (before giving effect to any
          acceleration of the vesting or exercisability thereof), taking into account, to
          the extent applicable, the kind and amount of securities, cash, or other assets
          into or for which the shares of Common Stock may be changed, converted, or
          exchanged in connection with the Approved Transaction.
(c)    
          If a Holder's employment shall terminate prior to the complete exercise of
          an Option or during the Restriction Period with respect to any Restricted
          Shares, then such Option shall thereafter be exercisable, and the Holder's
          rights to any unvested Restricted Shares and Retained Distributions, shall
          thereafter vest, in each case solely to the extent provided in the applicable
          Agreement; provided, however, that, unless otherwise determined by the Committee
          and provided in the applicable Agreement, (i) no Option may be exercised after
          the scheduled expiration date thereof; (ii) the Option shall remain exercisable
          for a period of at least one year following such termination (but not later than
          the scheduled expiration of such Option); and (iii) any termination of the
          Holder's employment for cause will be treated in accordance with the
          provisions of paragraph 10(d).
(d)    
          If a Holder's employment with the Company or a Subsidiary of the Company
          shall be terminated by the Company or such Subsidiary during the Restriction
          Period with respect to any Restricted Shares, or prior to the exercise of any
          Option for cause (for these purposes, cause shall have the meaning ascribed
          thereto in any employment agreement to which such Holder is a party or, in the
          absence thereof, shall include, but not limited to, insubordination, dishonesty,
          incompetence, moral turpitude, other misconduct of any kind, and the refusal to
          perform his duties and responsibilities for any reason other than illness or
          incapacity); provided, however, that if such termination occurs within 12 months
          after an Approved Transaction or Control Purchase or Board Change, termination
          for cause shall mean only a felony conviction for fraud, misappropriation, or
          embezzlement), then, unless otherwise determined by the Committee and provided
          in the applicable Agreement, (i) all Options shall immediately terminate and
          (ii) such Holder's rights to all Restricted Shares and Retained
          Distributions, shall be forfeited immediately.
(e)    
          Unless otherwise determined by the Committee and provided in the applicable
          Agreement, Awards made under the Plan shall not be affected by any change of
          employment so long as the Holder continues to be an employee of the Company or
          any Subsidiary of the Company.
(f)    
          Nothing contained in the Plan or in any Award, and no action of the Company or
          the Committee with respect thereto, shall confer or be construed to confer on
          any Holder any right to continue in the employ of the Company or any of its
          Subsidiaries or interfere in any way with the right of the Company or any
          Subsidiary of the Company to terminate the employment of the Holder at any time,
          with or without cause, subject, however, to the provisions of any employment
          agreement between the Holder and the Company or any Subsidiary of the Company.
(g)    
          Except as set forth herein, no right or benefit under the Plan shall be subject
          to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange,
          transfer, encumbrance, or charge, and any attempt to anticipate, alienate, sell,
          assign, hypothecate, pledge, exchange, transfer, encumber or charge the same
          shall be void. No right or benefit hereunder shall in any manner be liable for
          or subject to the debts, contracts, liabilities, or torts of the Person entitled
          to such benefits.
(h)    
          Each grant of an Option under the Plan shall be evidenced by a stock option
          agreement; and each award of Restricted Shares shall be evidenced by a
          restricted shares agreement; each in such form and containing such terms and
          provisions not inconsistent with the provisions of the Plan as the Committee
          from time to time shall approve; provided, however, that if more than one type
          of Award is made to the same Holder, such Awards may be evidenced by a single
          Agreement with such Holder. Each grantee of an Option or Restricted Shares shall
          be notified promptly of such grant, and a written Agreement shall be promptly
          executed and delivered by the Company. Any such written Agreement may contain
          (but shall not be required to contain) such provisions as the Committee deems
          appropriate (i) to insure that the penalty provisions of Section 4999 of the
          Code will not apply to any stock or cash received by the Holder from the Company
          or (ii) to provide cash payments to the Holder to mitigate the impact of such
          penalty provisions upon the Holder. Any such Agreement may be supplemented or
          amended from time to time as approved by the Committee as contemplated by
          paragraph 10 (j) (ii).
(i)    
          Each Person who shall be granted an Award under the Plan may designate a
          beneficiary or beneficiaries and may change such designation from time to time
          by filing a written designation of beneficiary or beneficiaries with the
          Committee on a form to be prescribed by it, provided that no such designation
          shall be effective unless so filed prior to the death of such Person.
(j)    
          (i) Unless the Plan shall theretofore have been terminated as hereinafter
          provided, no Awards may be made under the Plan on or after the tenth anniversary
          of the Effective Date. The Plan may be terminated at any time prior to the tenth
          anniversary of the Effective Date and may, from time to time, be suspended or
          discontinued or modified or amended if such action is deemed advisable by the
          Committee.
(ii)    
          No termination, modification or amendment of the Plan may, without the consent
          of the Person to whom any Award shall theretofore have been granted, adversely
          affect the rights of such Person with respect to such Award. No modification,
          extension, renewal, or other change in any Award granted under the Plan shall be
          made after the grant of such Award, unless the same is consistent with the
          provisions of the Plan. With the consent of the Holder and subject to the terms
          and conditions of the Plan, the Committee may amend outstanding Agreements with
          any Holder, including, without limitation, any amendment which would (A)
          accelerate the time or times at which the Award may be exercised and/or (B)
          extend the scheduled expiration date of the Award. Without limiting the
          generality of the foregoing, the Committee may, but solely with the
          Holder's consent unless otherwise provided in the Agreement, agree to
          cancel any Award under the Plan and grant a new Award in substitution therefore,
          provided that the Award so substituted shall satisfy all of the requirements of
          the Plan as of the date such new Award is made. Nothing contained in the
          foregoing provisions of this paragraph 10(j)(ii) shall be construed to prevent
          the Committee from providing in any Agreement that the rights of the Holder with
          respect to the Award evidenced thereby shall be subject to such rules and
          regulations as the Committee may, subject to the express provisions of the Plan,
          adopt from time to time or impair the enforceability of any such provision.
(k)    
          The obligation of the Company with respect to Awards shall be subject to all
          applicable laws, rules, and regulations and such approvals by any governmental
          agencies as may be required, including, without limitation, the effectiveness of
          any registration statement required under the Securities Act of 1933, and the
          rules and regulations of any securities exchange or association on which the
          shares of Common Stock may be listed or quoted. For so long as any shares of
          Common Stock are registered under the Exchange Act, the Company shall use its
          reasonable efforts to comply with any legal requirements (i) to maintain a
          registration statement in effect under the Securities Act of 1933 with respect
          to all shares of Common Stock that may be issued to Holders under the Plan and
          (ii) to file in a timely manner all reports required to be filed by it under the
          Exchange Act.
(l)    
          The Company's obligation to deliver shares of Common Stock or pay cash in
          respect of any Award under the Plan shall be subject to applicable federal,
          state, and local tax withholding requirements. Federal, state, and local
          withholding tax due at the time of an Award, upon the exercise of any Option or
          upon the vesting of, or expiration of restrictions with respect to, Restricted
          Shares may, in the discretion of the Committee, be paid in shares of Common
          Stock already owned by the Holder or through the withholding of shares otherwise
          issuable to such Holder, upon such terms and conditions as the Committee shall
          determine. If the Holder shall fail to pay, or make arrangements satisfactory to
          the Committee for the payment to the Company of, all such federal, state and
          local taxes required to be withheld by the Company, then the Company shall, to
          the extent permitted by law, have the right to deduct from any payment of any
          kind otherwise due to such Holder an amount equal to any federal, state, or
          local taxes of any kind required to be withheld by the Company with respect to
          such Award.
(m)    
          The adoption of the Plan by the Board shall not be construed as creating any
          limitations on the power of the Board to adopt such other incentive arrangements
          as it may deem desirable, including, without limitation, the granting of stock
          options and the awarding of stock and cash otherwise than under the Plan, and
          such arrangements may be either generally applicable or applicable only in
          specific cases.
(n)    
          By acceptance of an Award, unless otherwise provided in the applicable
          Agreement, each Holder shall be deemed to have agreed that such Award is special
          incentive compensation that will not be taken into account, in any manner, as
          salary, compensation, or bonus in determining the amount of any payment under
          any pension, retirement, or other employee benefit plan, program, or policy of
          the Company or any Subsidiary of the Company. In addition, each beneficiary of a
          deceased Holder shall be deemed to have agreed that such Award will not affect
          the amount of any life insurance coverage, if any, provided by the Company on
          the life of the Holder which is payable to such beneficiary under any life
          insurance plan covering employees of the Company or any Subsidiary of the
          Company.
(o)    
          Neither the Company nor any Subsidiary of the Company shall be required to
          segregate any cash or any shares of Common Stock which may at any time be
          represented by Awards, and the Plan shall constitute an "unfunded"
          plan of the Company. Neither the Company nor any Subsidiary of the Company
          shall, by any provisions of the Plan, be deemed to be a trustee of any shares of
          Common Stock or any other property, and the liabilities of the Company and any
          Subsidiary of the Company to any employee pursuant to the Plan shall be those of
          a debtor pursuant to such contract obligations as are created by or pursuant to
          the Plan, and the rights of any employee, former employee, or beneficiary under
          the Plan shall be limited to those of a general creditor of the Company or the
          applicable Subsidiary of the Company as the case may be. In its sole discretion,
          the Board may authorize the creation of Company or other arrangements to meet
          the obligations of the Company under the Plan, provided, however, that the
          existence of such Company or other arrangements is consistent with the unfunded
          status of the Plan.
(p)    
          The Plan shall be governed by, and construed in accordance with, the laws of the
          State of Maryland.
(q)    
          The delivery of any shares of Common Stock and the payment of any amount in
          respect of an Award shall be for the account of the Company or the applicable
          Subsidiary of the Company, as the case may be, and any such delivery or payments
          shall not be made until the recipient shall have paid or made satisfactory
          arrangements for the payment of any applicable withholding taxes as provided in
          Paragraph 10(l).
(r)    
          Each certificate evidencing shares of Common Stock subject to an Award shall
          bear such legends as the Committee deems necessary or appropriate to reflect or
          refer to any terms, conditions, or restrictions of the Award applicable to such
          shares, including, without limitation, any to the effect that the shares
          represented thereby may not be disposed of unless the Company has received an
          opinion of counsel, acceptable to the Company, that such disposition will not
          violate any federal or state securities laws.
(s)    
          The grant of Awards pursuant to the Plan shall not affect in any way the right
          of power of the Company to make reclassifications, reorganizations, or other
          changes of or to its capital or business structure or to merge, consolidate,
          liquidate, sell, or otherwise dispose of all or any part of its business or
          assets.
Exhibit
5.1
BRINBERG & LUNDY
60 CUTTER MILL ROAD
SUITE 303
GREAT NECK, NY 11021
Telephone (516) 466-3100
Facsimile: (516) 466-3132
July
14, 2003
ONE LIBERTY PROPERTIES,
INC.
60 Cutter Mill Road
Suite
303
Great Neck, NY 11021
RE:     2003 INCENTIVE PLAN
REGISTRATION STATEMENT on FORM S-8
Gentlemen:
In
our capacity as counsel to One Liberty Properties, Inc., a Maryland corporation
("OLP"), we have been requested to render this opinion in connection with a
Registration Statement on Form S-8 (the "Registration Statement") filed by OLP
with the Securities and Exchange Commission under the Securities Act of 1933, as amended,
covering an aggregate of 275,000 shares (the "Shares") of Common Stock, $1.00
par value per share of OLP, issuable pursuant to awards granted under the One Liberty
Properties, Inc. 2003 Incentive Plan (the "Plan").
In
furnishing our opinion, we have examined the Certificate of Incorporation of OLP
,
as amended, the By-Laws of OLP, as amended, and such other instruments and documents as we
have deemed relevant and necessary as the basis for our opinion expressed herein. We have
examined originals or certified, conformed, or photostatic copies of all documents, the
authenticity of which have been established to our satisfaction. In all such examinations,
we have assumed the genuineness of all signatures on original and certified documents, and
the conformity to executed documents of all executed copies submitted to us as conformed
or photostatic copies.
Based
upon and subject to the foregoing, we are of the opinion that the Shares issuable pursuant
to awards granted under the Plan have been duly authorized and, when paid for and issued
in accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable.
Simeon
Brinberg and Mark H. Lundy, members of this firm, are officers and shareholders of OLP,
have been granted awards under the Plan and are eligible to receive future awards under
the Plan.
We
hereby consent to use of this opinion as an exhibit to the Registration Statement.
Very
truly yours,
/s/
Brinberg & Lundy
Exhibit
23.2
CONSENT OF
INDEPENDENT AUDITORS
We
consent to the incorporation by reference in the Registration Statement (Form S-8)
pertaining to the One Liberty Properties, Inc. 2003 Incentive Plan of our report dated
March 3, 2003, except for the line of credit information included in Note 6 as to which
the date is March 21, 2003, with respect to the consolidated financial statements and
schedule of the Company included in its Annual Report (Form 10-K) for the year ended
December 31, 2002, filed with the Securities and Exchange Commission.
s/Ernst
& Young, LLP
Ernst & Young, LLP
New York, New York
July
10, 2003