AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2002

                              Registration No. 333-
                              --------------------
                    ----------------------------------------
                       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. 1989 STOCK OPTION PLAN
              ONE LIBERTY PROPERTIES, INC. 1996 STOCK OPTION 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)

                                 (516) 466-3100
         (Telephone Number, Including Area Code, of Agent For Service)


                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

<TABLE>
<CAPTION>


  Title of securities   Amount to be    Proposed maximum offering   Proposed maximum aggregate      Amount of
    to be registered    registered (1)     price per share (2)        offering price (2)         Registration fee
    ----------------    --------------     -------------------        ------------------         ----------------
    <S>                    <C>                   <C>                      <C>                         <C>

     Common Stock,         257,600               $15.33                   $3,949,008                  $363.30
    par value $1.00
      per share

-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes  44,500  shares of Common  Stock  issuable  upon  exercise of stock
options granted under the 1989 Stock Option Plan, 128,100 shares of Common Stock
issuable  upon the exercise of the options  granted  under the 1996 Stock Option
Plan and 85,000 shares of Common Stock authorized for grant under the 1996 Stock
Option 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 June 18, 2002.

                                    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 Securities and Exchange Commission (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, 2001;

2. Quarterly Report on Form 10-Q for the three months ended March 31, 2002;

3. Current Report on Form 8-K filed on April 22, 2002; and

4. 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.

In addition, all documents filed subsequent to the date hereof by the Registrant
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 and
hold options under the Plans.

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 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 19
day of June, 2002.

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           June 19, 2002
--------------------

/s/ Jeffrey Fishman        President and Chief Executive   June 19, 2002
--------------------       Officer


/s/ Patrick J. Callan, Jr. Director                        June 19, 2002
-------------------------


/s/ Joseph Amato           Director                        June 19, 2002
------------------

/s/ Charles Biederman      Director                        June 19, 2002
---------------------

/s/ James Burns            Director                        June 19, 2002
--------------------

/s/ Arthur Hurand          Director                        June 19, 2002
--------------------

/s/ Jeffrey Gould          Director                        June 19, 2002
-------------------

/s/ Matthew Gould          Director                        June 19, 2002
-------------------

/s/ David W. Kalish        Vice President and              June 19, 2002
                           Chief Financial Officer
                           and Principal Accounting
                           Officer









                                 EXHIBIT INDEX.

Exhibit No.

4.1*          One Liberty Properties, Inc. 1989 Stock Option Plan
4.2*          One Liberty Properties, Inc. 1996 Stock Option 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 5.1

                                BRINBERG & LUNDY
                              60 CUTTER MILL ROAD
                                   SUITE 303
                              GREAT NECK, NY 11021
                            Telephone (516) 466-3100
                           Facsimile: (516) 466-3132

June 19, 2002




ONE LIBERTY PROPERTIES, INC.
60 Cutter Mill Road
Suite 303
Great Neck, NY  11021

RE:  1989 and 1996 STOCK OPTION PLANS
     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 257,600  shares (the  "Shares") of
Common Stock of OLP,  $1.00 par value per share (the "Common  Stock"),  issuable
upon the  exercise of stock  options  (the  "Options")  granted or to be granted
under the 1989 and 1996 Stock Option Plans of One Liberty Properties, Inc.

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  has  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 upon exercise of the Options have been duly  authorized  and, when paid
for and issued in  accordance  with the terms of the Options and the  respective
plans, will be legally issued, fully paid and non-assessable.

Simeon  Brinberg  and Mark H.  Lundy,  members of this firm,  are  officers  and
directors of OLP and hold options granted under the Plans.

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  1996  and  1989  Stock  Option  Plans  of One  Liberty
Properties,  Inc.  of our  report  dated  March 1,  2002,  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, 2001,  filed with the
Securities and Exchange Commission.

s/Ernst & Young LLP


Great Neck, New York
June 19, 2002
[{"type": "S-8", "sequence": "1", "filename": "form-s8.txt", "secsgml_size_bytes": 18269}]
{"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": "333-90936", "film-number": "02684223"}, "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"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2002

                              Registration No. 333-
                              --------------------
                    ----------------------------------------
                       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. 1989 STOCK OPTION PLAN
              ONE LIBERTY PROPERTIES, INC. 1996 STOCK OPTION 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)

                                 (516) 466-3100
         (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
Title of securities   Amount to be    Proposed maximum offering   Proposed maximum aggregate      Amount of
    to be registered    registered (1)     price per share (2)        offering price (2)         Registration fee
    ----------------    --------------     -------------------        ------------------         ----------------
Common Stock,         257,600               $15.33                   $3,949,008                  $363.30
    par value $1.00
      per share

-----------------------------------------------------------------------------------------------------------------
(1) Includes  44,500  shares of Common  Stock  issuable  upon  exercise of stock
options granted under the 1989 Stock Option Plan, 128,100 shares of Common Stock
issuable  upon the exercise of the options  granted  under the 1996 Stock Option
Plan and 85,000 shares of Common Stock authorized for grant under the 1996 Stock
Option 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 June 18, 2002.

                                    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 Securities and Exchange Commission (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, 2001;

2. Quarterly Report on Form 10-Q for the three months ended March 31, 2002;

3. Current Report on Form 8-K filed on April 22, 2002; and

4. 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.

In addition, all documents filed subsequent to the date hereof by the Registrant
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 and
hold options under the Plans.

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 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 19
day of June, 2002.

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           June 19, 2002
--------------------

/s/ Jeffrey Fishman        President and Chief Executive   June 19, 2002
--------------------       Officer

/s/ Patrick J. Callan, Jr. Director                        June 19, 2002
-------------------------

/s/ Joseph Amato           Director                        June 19, 2002
------------------

/s/ Charles Biederman      Director                        June 19, 2002
---------------------

/s/ James Burns            Director                        June 19, 2002
--------------------

/s/ Arthur Hurand          Director                        June 19, 2002
--------------------

/s/ Jeffrey Gould          Director                        June 19, 2002
-------------------

/s/ Matthew Gould          Director                        June 19, 2002
-------------------

/s/ David W. Kalish        Vice President and              June 19, 2002
                           Chief Financial Officer
                           and Principal Accounting
                           Officer

                                 EXHIBIT INDEX.

Exhibit No.

4.1*          One Liberty Properties, Inc. 1989 Stock Option Plan
4.2*          One Liberty Properties, Inc. 1996 Stock Option 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 5.1

                                BRINBERG & LUNDY
                              60 CUTTER MILL ROAD
                                   SUITE 303
                              GREAT NECK, NY 11021
                            Telephone (516) 466-3100
                           Facsimile: (516) 466-3132

June 19, 2002

ONE LIBERTY PROPERTIES, INC.
60 Cutter Mill Road
Suite 303
Great Neck, NY  11021

RE:  1989 and 1996 STOCK OPTION PLANS
     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 257,600  shares (the  "Shares") of
Common Stock of OLP,  $1.00 par value per share (the "Common  Stock"),  issuable
upon the  exercise of stock  options  (the  "Options")  granted or to be granted
under the 1989 and 1996 Stock Option Plans of One Liberty Properties, Inc.

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  has  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 upon exercise of the Options have been duly  authorized  and, when paid
for and issued in  accordance  with the terms of the Options and the  respective
plans, will be legally issued, fully paid and non-assessable.

Simeon  Brinberg  and Mark H.  Lundy,  members of this firm,  are  officers  and
directors of OLP and hold options granted under the Plans.

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  1996  and  1989  Stock  Option  Plans  of One  Liberty
Properties,  Inc.  of our  report  dated  March 1,  2002,  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, 2001,  filed with the
Securities and Exchange Commission.

s/Ernst & Young LLP

Great Neck, New York
June 19, 2002