AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 6, 2002

                    Registration No. 333-
                                         --------------------

      --------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                 ----------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                BRT REALTY TRUST
                                ----------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  MASSACHUSETTS
                                  -------------
         (State or Other Jurisdiction of Incorporation or Organization)
                                     2755856
                                     -------
                      (I.R.S. Employer Identification No.)

                    60 CUTTER MILL ROAD, GREAT NECK, NY 11021
                    -----------------------------------------
               (Address of Principal Executive Offices)(Zip Code)

                                BRT REALTY TRUST
                       1996 STOCK OPTION PLAN, AS AMENDED
                       ----------------------------------
                            (Full Title of the Plan)

                                 Simeon Brinberg
                                BRT REALTY TRUST
                               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)


<PAGE>



CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


                                              Proposed           Proposed
Title of Each                                 Maximum            Maximum          Amount of
Class of Securities        Amount to be       Offering           Aggregate       Registration
to be Registered           Registered(1)   Price Per Share(2)    Offering Price      Fee
----------------           -------------   ------------------    --------------      ---
<S>                          <C>                <C>               <C>               <C>

Shares of Beneficial
Interest, 3.00 par value      500,750           $13.28            $6,649,960        $612

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

(1) This Registration Statement covers 339,750 Shares of Beneficial Interest
issuable upon exercise of stock options granted under the 1996 Stock Option
Plan, as amended, and 161,000 Shares of Beneficial Interest issuable upon
exercise of options authorized for grant under the 1996 Stock Option Plan, as
amended.

(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 upon the average high and low price of Beneficial Shares on the New
York Stock Exchange on December 2, 2002.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents have been filed by BRT Realty Trust, a real estate
investment  trust organized under the laws of the  Commonwealth of Massachusetts
(the "Trust"),  with the Securities and Exchange  Commission (the "SEC") and are
incorporated herein by reference (File No 1-7172):

     1. Annual Report on Form 10-K for the fiscal year ended September 30, 2001;

     2. Quarterly Reports on Form 10-Q for the three months ended December
        31,2001, March 31, 2002 and June 30, 2002;

     3. Current Report on Form 8-K filed on August 14, 2002; and

     4. The description of the Trust's Shares of Beneficial Interest,
        $3.00 par value, contained in Registration Statement on Form 8-A
        filed on December 10, 1987.

In addition,  all  documents  filed  subsequent  to the date hereof by the Trust
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  Trust  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.
<PAGE>

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 Trust and
hold options under the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Declaration of Trust of BRT Realty Trust, as amended, provides that BRT
Realty Trust shall indemnify each Trustee,  officer,  employee and agent against
all  liabilities  and  expenses,  including  amounts  paid  in  satisfaction  of
judgments, in compromise or as fines and penalties, and counsel fees, reasonably
incurred by him in connection with the defense or disposition of any action,suit
or other  proceedings by BRT Realty Trust or any other person,  whether civil or
criminal, in which he may be involved or with which he may be threatened,  while
in office or  thereafter,  by  reason  of his  being or having  been a  Trustee,
officer, employee or agent; provided, however, there shall be no indemnification
with respect to any matter as to which the person seeking  indemnification shall
have been  adjudicated to have acted in bad faith or with wilfull  misconduct or
reckless  disregard  of his duties or gross  negligence  or not to have acted in
good faith in the reasonable belief that his action was in the best interests of
BRT Realty Trust and further  provided,  that as to any matter  disposed of by a
compromise payment by the person seeking indemnification,  pursuant to a consent
decree or otherwise, no indemnification either for said payment or for any other
expense shall be provided  unless such a compromise  shall be approved as in the
best interests of BRT Realty Trust by a majority of the  disinterested  Trustees
or  unless  BRT  Realty  Trust  shall  have  received  a  written  opinion  from
independent  legal counsel to the effect that such person  appears to have acted
in good faith in the reasonable belief that his action was in the best interests
of BRT Realty Trust. Subject to the proviso clauses, and except for expenses not
reasonably incurred, the Declaration of Trust of BRT Realty Trust is intended to
provide for indemnification of Trustees,  officers,  employees and agents to the
fullest extent provided by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

        See Exhibit Index

<PAGE>


 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.
<PAGE>


                                   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 5th
day of December, 2002.

                                                BRT REALTY TRUST

                                                s/Jeffrey Gould
                                                ---------------
                                                Jeffrey Gould, President and
                                                Chief Executive Officer
<PAGE>



                               POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Jeffrey  Gould,  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            December 5, 2002
-----------------

s/Jeffrey Gould          President, Chief Executive       December 5, 2002
---------------          Officer (principal,
                         executive Officer) and Trustee

s/Patrick J. Callan      Trustee                          December 4, 2002
-------------------

s/Matthew Gould          Trustee                          December 5, 2002
---------------

s/Herbert C.Lust II      Trustee                          December 4, 2002
-------------------

s/David Herold           Trustee                          December 4, 2002
--------------

s/Arthur Hurand          Trustee                          December 5, 2002
---------------

s/Gary Hurand            Trustee                          December 5, 2002
-------------

s/George Zweier          Vice President and               December 5, 2002
---------------          Chief Financial Officer
                         (principal financial officer)


<PAGE>


                                 EXHIBIT INDEX.

Exhibit
No.
---

4.1            BRT Realty Trust 1996 Stock Option Plan, as amended
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)



<PAGE>

                                   EXHIBIT 4.1
                                BRT REALTY TRUST
                             1996 STOCK OPTION PLAN
                                   AS AMENDED

1.                Purpose.
                  -------

     The purpose of this plan (the "Plan") is to secure for BRT Realty Trust
     (the "Trust") and its shareholders the benefits arising from ownership of
     shares of Beneficial Interest, $3.00 par value ("Beneficial Shares") by
     employees, officers and trustees of, and consultants or advisors to, the
     Trust who are expected to contribute to the Trust's future growth and
     success. Except where the context otherwise requires, the term "Trust"
     shall include all present and future subsidiaries of the Trust as defined
     in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
     amended or replaced from time to time (the "Code"). Those provisions of the
     Plan which make express reference to Section 422 shall apply only to
     Incentive Stock Options (as that term is defined in the Plan).


2.                Type of Options and Administration.
                  ----------------------------------

     (a)  Types of  Options.  Options  granted  pursuant  to the  Plan  shall be
authorized  by action of the  Board of  Trustees  of the Trust and may be either
incentive stock options  ("Incentive Stock Options") meeting the requirements of
Section 422 of the Code or non-statutory  options which are not intended to meet
the requirements of Section 422 of the Code.

     (b)  Administration.  The Plan  will be  administered  by the  Compensation
Committee (the "Committee")  appointed by the Board of Trustees of the Trust (or
any successor committee), whose construction and interpretation of the terms and
provisions of the Plan shall be final and  conclusive.  The delegation of powers
to the  Committee  shall  be  consistent  with  applicable  laws or  regulations
(including, without limitation,  applicable state law and Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
rule ("Rule 16b-3")). The Committee shall have authority, subject to the express
provisions of the Plan, to construe the  respective  option  agreements  and the
Plan, to  prescribe,  amend and rescind  rules and  regulations  relating to the
Plan, to determine the terms and provisions of the respective option agreements,
which  need  not be  identical,  and to make  all  other  determinations  in the
judgment of the Committee  necessary or desirable for the  administration of the
Plan.  The  Committee may correct any defect or supply any omission or reconcile
any  inconsistency  in the Plan or in any option  agreement in the manner and to
the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and  final  judge of such  expediency.  No  trustee  or  person  acting
pursuant to authority delegated by the Board of Trustees shall be liable for any
action or determination under the Plan made in good faith. Subject to adjustment
as provided in Section 15 below, the aggregate number of Beneficial  Shares that
may be  granted  to any  person  in a  calendar  year  shall not  exceed  50,000
Beneficial Shares.

     (c)  Applicability  of Rule 16b-3.  Those provisions of the Plan which make
express  reference  to Rule 16b-3  shall apply to the Trust only at such time as
the Trust's  Beneficial Shares are registered under the Exchange Act, subject to
the last sentence of Section 3(b), and then only to such persons as are required
to file reports under Section 16(a) of the Exchange Act (a "Reporting Person").


<PAGE>

3.                Eligibility.
                  -----------

     (a)  General.  Options  may be granted to persons  who are,  at the time of
grant,  employees,  officers or trustees of, or  consultants or advisors to, the
Trust or any  subsidiaries of the Trust as defined in Sections 424(e) and 424(f)
of the Code ("Participants")  provided, that Incentive Stock Options may only be
granted to  individuals  who are  employees of the Trust  (within the meaning of
Section  3401(c) of the Code).  Subject to the  limitation  contained in Section
2(b)  above,  a person  who has been  granted  an  option  may,  if he or she is
otherwise  eligible,  be granted  additional  options if the Committee  shall so
determine.


     (b) Grant of Options to  Reporting  Persons.  The Board of  Trustees or the
Committee  shall  select the persons to whom  options  shall be granted and, the
timing of the option grants, the exercise price of the options and the number of
shares subject to the option, provided, however, that the selection of a trustee
(director) or an officer who is a Reporting  Person (as the term  "director" and
"officer"  are  defined for the  purposes  of Rule  16b-3) as a recipient  of an
option;  and with respect to a Reporting  Person the timing of the option grant,
the  exercise  price of the option  and the  number of shares  subject to option
shall be determined either (i) by the Board of Trustees,  or (ii) by a committee
consisting  solely of two or more trustees  having full  authority to act in the
matter, each of whom shall be a "Non-Employee Trustee" . For the purposes of the
Plan,  a Trustee  shall be deemed to be a  "Non-Employee  Trustee"  only if such
person  qualifies  as a  "Non-Employee  Trustee" as such term is defined in Rule
16b-3,  as such term is  interpreted  from time to time.  If at least two of the
members  of the Board of  Trustee do not  qualify  as a  "Non-Employee  Trustee"
within the meaning of Rule 16b-3, as such term is interpreted from time to time,
then the granting of options to officers and trustees who are Reporting  Persons
under the Plan shall be determined by the Board of Trustees.

4.                Stock Subject to Plan.
                  ---------------------

     The stock  subject  to  options  granted  under the Plan shall be shares of
authorized but unissued or reacquired  Beneficial Shares.  Subject to adjustment
as provided in Section 15 below, the maximum number of Beneficial  Shares of the
Trust  which may be issued  and sold  under the Plan is  700,000  shares.  If an
option  granted under the Plan shall  expire,  terminate or is cancelled for any
reason without having been exercised in full, the unpurchased  shares subject to
such option  shall again be available  for  subsequent  option  grants under the
Plan.

5.                Forms of Option Agreements.
                  --------------------------

     As a condition to the grant of an option under the Plan,  each recipient of
an option shall execute an option agreement in such form not  inconsistent  with
the Plan as may be  approved by the Board of  Trustees  or the  Committee.  Such
option agreements may differ among recipients.

6.                Purchase Price.
                  --------------

     (a) General.  The purchase  price per share of stock  deliverable  upon the
exercise of an option shall be  determined  by the Board of Trustees at the time
of grant of such  option;  provided,  however,  that in the case of an Incentive
Stock Option,  the exercise price shall not be less than 100% of the Fair Market
Value  (as  hereinafter  defined)  of such  stock,  at the time of grant of such
option,  or less  than  110% of such Fair  Market  Value in the case of  options
described in Section  11(b).  "Fair Market Value" of  Beneficial  Shares as of a
specified  date for the  purposes  of the Plan shall mean the  closing  price of
Beneficial  Shares on the principal  securities  exchange  (including the Nasdaq
National  Market)  on  which  such  shares  are  traded  on the day  immediately
preceding the date as of which Fair Market Value is being determined,  or on the
next  preceding date on which such shares are traded if no shares were traded on
such immediately  preceding day, or if the shares are not traded on a securities
exchange,  Fair  Market  Value shall be deemed to be the average of the high bid
and low asked  prices of the  shares in the  over-the-counter  market on the day
immediately preceding the date as of which Fair Market Value is being determined
or on the next  preceding  date on which such high bid and low asked prices were
recorded. If the shares are not publicly traded, Fair Market Value of Beneficial
Shares shall be  determined  in good faith by the Board of Trustees.  In no case
shall Fair Market Value be  determined  with regard to  restrictions  other than
restrictions which, by their terms, will never lapse.

     (b) Payment of Purchase  Price.  Options granted under the Plan may provide
for the  payment of the  exercise  price by  delivery  of cash or a check to the
order of the Trust in an amount equal to the exercise price of such options,  or
by any other means which the Board of Trustees  determines are  consistent  with
the purpose of the Plan and with  applicable  laws and  regulations  (including,
without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by
the Federal Reserve Board).

7.                Option Period.
                  -------------

     Subject to earlier termination as provided in the Plan, each option and all
rights  thereunder  shall  expire  on such  date as  determined  by the Board of
Trustees and set forth in the applicable option agreement,  provided,  that such
date shall not be later  than (10) ten years  after the date on which the option
is granted.

8.                Exercise of Options.
                  -------------------

     Each option granted under the Plan shall be  exercisable  either in full or
in  installments  at such time or times and during  such  period as shall be set
forth in the option agreement evidencing such option,  subject to the provisions
of the Plan.  No option  granted  to a  Reporting  Person  for  purposes  of the
Exchange Act,  however,  shall be exercisable  during the first six months after
the date of grant.  Subject to the  requirements  in the  immediately  preceding
sentence, if an option is not at the time of grant immediately exercisable,  the
Board of Trustees may (i) in the agreement  evidencing such option,  provide for
the  acceleration  of the exercise date or dates of the subject  option upon the
occurrence  of specified  events,  and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option.


9.                Transferability of Options.
                  --------------------------

     Incentive  Stock Options  granted under the Plan shall not be assignable in
whole or in part  except  by will or by the laws of  descent  and  distribution.
Options  granted  under  this Plan  which  are  non-statutory  options  shall be
assignable or otherwise  transferable by the optionee in whole or in part (i) by
will or by the laws of descent and  distribution,  (ii)  pursuant to a qualified
domestic  relations  order as defined in the Code,  (iii) pursuant to Title I of
the Employee  Retirement Income Security Act, or the rules  thereunder,  (iv) to
the spouse,  children,  grandchildren  or parents of the  optionee  ("Qualifying
Relatives")  or any trust  created or existing  for the benefit of the  optionee
and/or one or more Qualifying  Relatives,  and (v) to any partnership or limited
liability company in which the optionee and/or one or more Qualifying  Relatives
is a  partner  or  member.  The Board of  Trustees  or the  Committee,  in their
discretion,  may permit the transfer of options  granted under the Plan to other
persons or entities, provided that Incentive Stock Options are not assignable or
otherwise transferable except by will or the laws of descent and distribution.

     In the event an optionee dies during his  employment by the Trust or any of
its  subsidiaries,  or  during  the  three-month  period  following  the date of
termination  of such  employment,  the option shall  thereafter be  exercisable,
during the  period  specified  in the  option  agreement,  by his  executors  or
administrators  or by any  assignee  or  transferee  to the extent to which such
option was  exercisable at the time of the  optionee's  death during the periods
set forth in Section 10 or 11(d).


10.               Effect of Termination of Employment or Other Relationship.
                  ---------------------------------------------------------

     Except as provided in Section 11(d) with respect to Incentive Stock Options
and except as otherwise  determined  by the Committee at the date of grant of an
Option, and subject to the provisions of the Plan, an optionee (or any permitted
assignee or transferee of an option granted  hereunder),  may exercise an option
at any time within three months  following  the  termination  of the  optionee's
employment or other  relationship  with the Trust or within one (1) year if such
termination  was due to the death or disability  of the optionee but,  except in
the case of the optionee's  death, in no event later than the expiration date of
the Option.  If the termination of the optionee's  employment is for cause or is
otherwise  attributable  to a  breach  by  the  optionee  of  an  employment  or
confidentiality  or  non-disclosure  agreement,  the option shall expire for all
purposes and with respect to any assignee or  transferee  immediately  upon such
termination.  The  Board of  Trustees  shall  have the power to  determine  what
constitutes  a   termination   for  cause  or  a  breach  of  an  employment  or
confidentiality  or  non-disclosure  agreement,  whether  an  optionee  has been
terminated for cause or has breached such an agreement,  and the date upon which
such termination for cause or breach occurs.  Any such  determinations  shall be
final  and  conclusive  and  binding  upon  the  optionee  and any  assignee  or
transferee of any option granted hereunder.

11.               Incentive Stock Options.
                  -----------------------

     Options  granted  under the Plan which are intended to be  Incentive  Stock
Options shall be subject to the following additional terms and conditions:

     (a) Express Designation. All Incentive Stock Options granted under the Plan
shall, at the time of grant,  be  specifically  designated as such in the option
agreement covering such Incentive Stock Options.

     (b) 10% Shareholder.  If any person to whom an Incentive Stock Option is to
be granted under the Plan is, at the time of the grant of such option, the owner
of stock  possessing  more than 10% of the total  combined  voting  power of all
classes of stock of the Trust  (after  taking into  account the  attribution  of
stock ownership rules of Section 424(d) of the Code), then the following special
provisions  shall be applicable to the  Incentive  Stock Option  granted to such
individual:

         (i)  The purchase price per share of Beneficial Shares subject to such
         Incentive Stock Option shall not be less than 110% of the Fair Market
         Value of one Beneficial Share at the time of grant; and

         (ii) the option  exercise  period shall not exceed five years from the
         date of grant.

     (c) Dollar  Limitation.  For so long as the Code shall so provide,  options
granted under the Plan (and any other incentive stock option plans of the Trust)
which are intended to constitute  Incentive  Stock Options shall not  constitute
Incentive  Stock  Options to the extent  that such  options,  in the  aggregate,
become  exercisable  for the first time in any one calendar year for  Beneficial
Shares with an aggregate Fair Market Value,  as of the respective  date or dates
of grant, of more than $100,000.

     (d)  Termination of Employment,  Death or  Disability.  No Incentive  Stock
Option may be exercised unless,  at the time of such exercise,  the optionee is,
and has been continuously since the date of grant of his or her option, employed
by the Trust, except that:
                        (i) an Incentive Stock Option may be exercised within
                  the period of three months after the date the optionee ceases
                  to be an employee of the Trust (or within such lesser period
                  as may be specified in the applicable option agreement),
                  provided, that the agreement with respect to such option may
                  designate a longer exercise period and that the exercise after
                  such three-month period shall be treated as the exercise of a
                  non-statutory option under the Plan;

                       (ii) if the optionee dies while in the employ of the
                  Trust, or within three months after the optionee ceases to be
                  such an employee, the Incentive Stock Option may be exercised
                  by the person to whom it is transferred by will or the laws of
                  descent and distribution within the period of one year after
                  the date of death (or within such lesser period as may be
                  specified in the applicable option agreement); and

                      (iii) if the optionee becomes disabled (within the meaning
                  of Section 22(e)(3) of the Code or any successor provisions
                  thereto) while in the employ of the Trust, the Incentive Stock
                  Option may be exercised within the period of one year after
                  the date the optionee ceases to be such an employee because of
                  such disability (or within such lesser period as may be
                  specified in the applicable option agreement).

For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.

12.               Additional Provisions.
                  ---------------------

                  (a) Additional Option Provisions. The Board of Trustees may,
in its sole discretion, include additional provisions in option agreements
covering options granted under the Plan, including without limitation,
repurchase rights, rights of first refusal, or such other provisions as shall be
determined by the Board of Trustees; provided, that such additional provisions
shall not be inconsistent with any other term or condition of the Plan and such
additional provisions shall not cause any Incentive Stock Option granted under
the Plan to fail to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code.

                  (b) Acceleration, Extension, Etc. The Board of Trustees may,
in its sole discretion, (i) accelerate the date or dates on which all or any
particular option or options granted under the Plan may be exercised or (ii)
extend the dates during which all, or any particular, option or options granted
under the Plan may be exercised; provided, however, that no such extension shall
be permitted if it would cause the Plan to fail to comply with Section 422 of
the Code or with Rule 16b-3 (if applicable).

13.               General Restrictions.
                  --------------------

     (a) Investment Representations. The Trust may require any person to whom an
Option is granted,  as a condition of  exercising  such option,  to give written
assurances  in substance and form  satisfactory  to the Trust to the effect that
such person is acquiring the  Beneficial  Shares subject to the option or award,
for his or her own account for investment and not with any present  intention of
selling or otherwise  distributing  the same,  and to such other  effects as the
Trust  deems  necessary  or  appropriate  in order to comply  with  federal  and
applicable state securities laws.

     (b)  Compliance  With  Securities  Law. Each Option shall be subject to the
requirement that if, at any time,  counsel to the Trust shall determine that the
listing, registration or qualification of the shares subject to such option upon
any  securities  exchange or  automated  quotation  system or under any state or
federal law, or the consent or approval of any  governmental or regulatory body,
or that the  disclosure of non-public  information  or the  satisfaction  of any
other  condition  is  necessary  as a condition  of, or in  connection  with the
issuance or purchase of shares thereunder,  such option may not be exercised, in
whole or in part, unless such listing, registration,  qualification,  consent or
approval, or satisfaction of such condition shall have been effected or obtained
on  conditions  acceptable  to the Board of  Trustees.  Nothing  herein shall be
deemed to require the Trust to apply for or to obtain such listing, registration
or qualification, or to satisfy such condition.

14.               Rights as a Stockholder.
                  -----------------------

     The holder of an option shall have no rights as a stockholder  with respect
to any shares covered by the option (including,  without limitation,  any rights
to receive  dividends  or non-cash  distributions  with  respect to such shares)
until the date of issue of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.


15. Adjustment Provisions for Recapitalizations,Reorganizations and Related
    Transactions.
 --------------------------------------------------------------------------

     (a) Recapitalizations and Related Transactions.  If, through or as a result
of any recapitalization,  reclassification, stock dividend, stock split, reverse
stock split or other similar transaction,  (i) the outstanding Beneficial Shares
are increased,  decreased or exchanged for a different  number or kind of shares
or other securities of the Trust, or (ii) additional  shares or new or different
shares or other non-cash assets are distributed  with respect to such Beneficial
Shares or other securities, an appropriate and proportionate adjustment shall be
made in (x) the maximum number and kind of shares reserved for issuance under or
otherwise  referred  to in the Plan,  (y) the number and kind of shares or other
securities  subject to any then outstanding  options under the Plan, and (z) the
price for each share  subject to any then  outstanding  options  under the Plan,
without  changing the aggregate  purchase  price as to which such options remain
exercisable. Notwithstanding the foregoing, no adjustment shall be made pursuant
to this Section 15 if such adjustment (i) would cause the Plan to fail to comply
with Section 422 of the Code or with Rule 16b-3 or (ii) would be  considered  as
the adoption of a new plan requiring stockholder approval.

     (b)  Reorganization,  Merger  and  Related  Transactions.  All  outstanding
Options under the Plan shall become fully exercisable for a period of sixty (60)
days following the occurrence of any Trigger Event,  whether or not such Options
are then exercisable under the provisions of the applicable  agreements relating
thereto. For purposes of the Plan, a "Trigger Event" is any one of the following
events:

                                    (i) the date on which Beneficial Shares are
                  first purchased pursuant to a tender offer or exchange offer
                  (other than such an offer by the Trust, any Subsidiary, any
                  employee benefit plan of the Trust or of any Subsidiary or any
                  entity holding Beneficial Shares or other securities of the
                  Trust for or pursuant to the terms of such plan), whether or
                  not such offer is approved or opposed by the Trust and
                  regardless of the number of shares purchased pursuant to such
                  offer;

                                    (ii) the date the Trust acquires knowledge
                  that any person or group deemed a person under Section 13(d)-3
                  of the Exchange Act (other than the Trust, current officers
                  and/or trustees, any Subsidiary, any employee benefit plan of
                  the Trust or of any Subsidiary or any entity holding
                  Beneficial Shares or other securities of the Trust for or
                  pursuant to the terms of any such plan or any individual or
                  entity or group or affiliate thereof which acquired its
                  beneficial ownership interest prior to the date the Plan was
                  adopted by the Board), in a transaction or series of
                  transactions, has become the beneficial owner, directly or
                  indirectly (with beneficial ownership determined as provided
                  in Rule 13d-3, or any successor rule, under the Exchange Act),
                  of securities of the Trust entitling the person or group to
                  30% or more of all votes (without consideration of the rights
                  of any class or stock to elect directors by a separate class
                  vote) to which all shareholders of the Trust would be entitled
                  if the election of the Board of Trustees were an election held
                  on such date;

                                    (iii) the date, during any period of two
                  consecutive years, when individuals who at the beginning of
                  such period constitute the Board of Trustees of the Trust
                  cease for any reason to constitute at least a majority
                  thereof, unless the election, or the nomination for election
                  by the stockholders of the Trust, of each new trustee was
                  approved by a vote of at least two-thirds of the trustees then
                  still in office who were trustees at the beginning of such
                  period; and

                                    (iv) the date of approval by the
                  stockholders of the Trust of an agreement (a "reorganization
                  agreement") providing for:


<PAGE>

        (A) The merger or  consolidation  of the Trust with another  corporation
or real estate investment trust where the stockholders of the Trust, immediately
prior to the merger or consolidation, do not beneficially own, immediately after
the merger or consolidation,  shares of the entity issuing cash or securities in
the merger or  consolidation  entitling such  shareholders to 80% or more of all
votes  (without  consideration  of the  rights  of any  class  of stock to elect
directors  by  a  separate  class  vote)  to  which  all  stockholders  of  such
corporation or real estate investment trust would be entitled in the election of
directors  or  trustees  or where the  members of the Board of  Trustees  of the
Trust,  immediately  prior to the merger or consolidation,  do not,  immediately
after  the  merger  or  consolidation,  constitute  a  majority  of the Board of
Directors or the Board of Trustees of the entity  issuing cash or  securities in
the merger or consolidation; or

        (B) The sale or other disposition of all or substantially all the assets
of the Corporation.

     (c) Board Authority to Make Adjustments. Any adjustments under this Section
15 will be  made  by the  Board  of  Trustees,  whose  determination  as to what
adjustments,  if any, will be made and the extent thereof will be final, binding
and conclusive. No fractional shares will be issued under the Plan on account of
any such adjustments.

16.               Merger, Consolidation, Asset Sale, Liquidation, etc.

     (a) General.  In the event of any sale, merger,  transfer or acquisition of
the Trust or substantially  all of the assets of the Trust in which the Trust is
not the surviving entity, and provided that after the Trust shall have requested
the acquiring or succeeding  entity (or an affiliate  thereof),  that equivalent
options shall be  substituted  and such  successor  entity shall have refused or
failed to assume all options  outstanding under the Plan or issue  substantially
equivalent  options,  then any or all  outstanding  options under the Plan shall
accelerate and become  exercisable in full immediately  prior to such event. The
Committee  will notify  holders of options  under the Plan that any such options
shall be fully  exercisable  for a period of fifteen  (15) days from the date of
such notice, and the options will terminate upon expiration of such notice.

     (b)  Substitute  Options.  The Trust may  grant  options  under the Plan in
substitution  for  options  held by  employees  of  another  entity  who  become
employees of the Trust,  or a subsidiary of the Trust, as the result of a merger
or  consolidation  of the employing entity with the Trust or a subsidiary of the
Trust,  or as a  result  of  the  acquisition  by  the  Trust,  or  one  of  its
subsidiaries, of property or stock of the employing entity. The Trust may direct
that substitute  options be granted on such terms and conditions as the Board of
Trustees considers appropriate in the circumstances.


17.               No Special Employment Rights.
                  ----------------------------

     Nothing  contained  in the  Plan or in any  option  shall  confer  upon any
optionee any right with respect to the  continuation of his or her employment by
the  Trust or  interfere  in any way with the  right of the Trust at any time to
terminate  such  employment or to increase or decrease the  compensation  of the
optionee.


18.               Other Employee Benefits.
                  -----------------------

     Except  as  to  plans  which  by  their  terms   include  such  amounts  as
compensation,  the  amount  of any  compensation  deemed  to be  received  by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise will not  constitute  compensation  with respect to which any
other  employee  benefits of such employee are  determined,  including,  without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary  continuation  plan, except as otherwise  specifically  determined by the
Board of Trustees.


19.               Amendment of the Plan.
                  ---------------------

     (a) The Board of Trustees may at any time, and from time to time, modify or
amend  the  Plan in any  respect;  provided,  however,  that if at any  time the
approval of the  stockholders  of the Trust is required under Section 422 of the
Code or any successor  provision with respect to Incentive  Stock  Options,  the
Board of Trustees may not effect such  modification  or  amendment  without such
approval.

     (b) The  modification  or  amendment  of the Plan  shall not,  without  the
consent of an  optionee,  affect his or her  rights  under an option  previously
granted to him or her. With the consent of the optionee  affected,  the Board of
Trustees may amend  outstanding  option  agreements in a manner not inconsistent
with the Plan. The Board of Trustees shall have the right to amend or modify (i)
the terms and  provisions  of the Plan and of any  outstanding  Incentive  Stock
Options  granted  under the Plan to the extent  necessary  to qualify any or all
such options for such favorable federal income tax treatment (including deferral
of taxation  upon  exercise) as may be afforded  incentive  stock  options under
Section 422 of the Code and (ii) the terms and provisions of the Plan and of any
outstanding  option to the extent  necessary to ensure the  qualification of the
Plan under Rule 16b-3.


20.               Withholding.

                  -----------
     (a) The Trust  shall  have the right to deduct  from  payments  of any kind
otherwise  due to the  optionee  any  federal,  state or local taxes of any kind
required by law to be withheld  with respect to any shares  issued upon exercise
of options under the Plan. Subject to the prior approval of the Trust, which may
be  withheld  by the Trust in its sole  discretion,  the  optionee  may elect to
satisfy  such  obligations,  in whole or in part,  (i) by  causing  the Trust to
withhold  Beneficial  Shares otherwise  issuable  pursuant to the exercise of an
option or (ii) by delivering to the Trust Beneficial Shares already owned by the
optionee.  The shares so  delivered  or withheld  shall have a Fair Market Value
equal to such withholding obligation as of the date that the amount of tax to be
withheld is to be determined.  An optionee who has made an election  pursuant to
this  Section  20(a) may only  satisfy his or her  withholding  obligation  with
Beneficial  Shares  which  are  not  subject  to  any  repurchase,   forfeiture,
unfulfilled vesting or other similar requirements.

     (b) The acceptance of Beneficial Shares upon exercise of an Incentive Stock
Option shall  constitute an agreement by the optionee (i) to notify the Trust if
any or all of such shares are disposed of by the optionee  within two years from
the date the option was granted or within one year from the date the shares were
issued to the  optionee  pursuant to the  exercise  of the  option,  and (ii) if
required  by law,  to remit to the Trust,  at the time of and in the case of any
such disposition, an amount sufficient to satisfy the Trust's federal, state and
local withholding tax obligations with respect to such  disposition,  whether or
not, as to both (i) and (ii),  the optionee is in the employ of the Trust at the
time of such disposition.

     (c) Notwithstanding the foregoing,  in the case of a Reporting Person whose
options  have been granted in  accordance  with the  provisions  of Section 3(b)
herein,  no election to use shares for the payment of withholding taxes shall be
effective  unless made in compliance  with any applicable  requirements  of Rule
16b-3.

21.               Cancellation and New Grant of Options, Etc.
                  ------------------------------------------

     The Board of Trustees  shall have the authority to effect,  at any time and
from  time  to  time,  with  the  consent  of the  affected  optionees,  (i) the
cancellation of any or all  outstanding  options under the Plan and the grant in
substitution  therefor  of new  options  under  the  Plan  covering  the same or
different  numbers of shares and having an option exercise price per share which
may be lower or  higher  than the  exercise  price  per  share of the  cancelled
options or (ii) the  amendment of the terms of any and all  outstanding  options
under the Plan to provide an option  exercise price per share which is higher or
lower  than the  then-current  exercise  price  per  share  of such  outstanding
options.


22.               Effective Date and Duration of the Plan.
                  ---------------------------------------

     (a) Effective  Date.  The Plan shall become  effective  when adopted by the
Board of Trustees,  but no Incentive  Stock Option  granted under the Plan shall
become  exercisable  unless and until the Plan shall have been  approved  by the
Trust's shareholders. If such shareholder approval is not obtained within twelve
months after the date of the Board's adoption of the Plan, no options previously
granted  under the Plan shall be deemed to be  Incentive  Stock  Options  and no
Incentive Stock Options shall be granted thereafter.  Amendments to the Plan not
requiring  shareholder approval shall become effective when adopted by the Board
of Trustees;  amendments  requiring  shareholder approval shall become effective
when adopted by the Board of Trustees,  but no  Incentive  Stock Option  granted
after the date of such amendment  shall become  exercisable  (to the extent that
such  amendment  to the Plan was  required  to enable  the  Trust to grant  such
Incentive Stock Option to a particular optionee) unless and until such amendment
shall  have been  approved  by the  Trust's  shareholders.  If such  shareholder
approval is not obtained  within twelve  months of the Board's  adoption of such
amendment,  any  Incentive  Stock  Options  granted on or after the date of such
amendment  shall  terminate  to the extent that such  amendment  to the Plan was
required  to enable the Trust to grant  such  option to a  particular  optionee.
Subject to this  limitation,  options may be granted  under the Plan at any time
after the effective date and before the date fixed for termination of the Plan.

     (b)  Termination.  Unless sooner  terminated in accordance with Section 16,
the Plan shall  terminate  upon the  earlier of (i) the close of business on the
day next  preceding  the tenth  anniversary  of the date of its  adoption by the
Board of Trustees,  or (ii) the date on which all shares  available for issuance
under the Plan shall have been issued  pursuant to the exercise or  cancellation
of options  granted  under the Plan.  If the date of  termination  is determined
under (i) above,  then options  outstanding  on such date shall continue to have
force and effect in accordance with the provisions of the instruments evidencing
such options.

<PAGE>



23.               Governing Law.
                  -------------

     The  provisions  of this Plan shall be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts.

     Adopted by the Board of Trustees  on  December  6, 1996,  as amended by the
Board of Trustees on December 10, 2001.





<PAGE>
<TABLE>
<CAPTION>

<S>                                           <C>

                                               EXHIBIT 4.3
NUMBER
BU                                             THIS  CERTIFICATE  HAS BEEN  EXECUTED BY TRUSTEES OR OFFICERS OF BRT REALTY TRUST
  -------------------                          (THE  "TRUST")  IN  THEIR  REPRESENTATIVE CAPACITIES UNDER THE DECLARATION
                                               OF TRUST OF BRT REALTY TRUST DATED JUNE 16,  1972,  AS  AMENDED  FROM  TIME  TO
                                               TIME,  AND NOT  INDIVIDUALLY.  THE OBLIGATIONS  HEREUNDER  ARE NOT BINDING ON,
                                               NOR SHALL  RESORT BE HAD TO THE PRIVATE  PROPERTY  OF,  ANY  OF  THE  TRUSTEES,
                                               THEIR  EMPLOYEES OR THE SHAREHOLDERS  OF THE  TRUST  INDIVIDUALLY,  BUT ONLY UPON
                                               THE  TRUSTEES  AS TRUSTEES AND UPON THE TRUST PROPERTY.

CERTIFICATE FOR SHARES                                                                                                    SHARES
OF BENEFICIAL INTEREST                                                                         ----------------------------
$3 PAR VALUE                                                                                   CUSIP 055645 30 3
                                                                                               See reverse for certain definitions
FORMED UNDER THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS


                                                          BRT REALTY TRUST


This Certifies that
is the registered holder of

                  FULLY PAID AND NON-ASSESSABLE SHARES OF BENEFICIAL INTEREST $3 PAR VALUE IN

         BRT Realty Trust (The "Trust"), a Massachusetts voluntary association established by a Declaration of Trust
dated June 16, 1972, as amended from timeto time, a copy of which, together with all amendments thereto (the
"Declaration") is on file with the Secretary of The Commonwealth of Massachusetts. The provisions of the Declaration
are hereby incorporated in and made a part of this certificate as fully as if set forth herein in their entirety, to
all of which provisions the holder and every transferee or assignee hereof by accepting or holding the same agrees to
be bound. SEE REVERSE FOR EXISTENCE OF REDEMPTION AND PROHIBITION OF TRANSFER PROVISIONS GOVERNING THE SHARES REPRESENTED
BY THIS CERTIFICATE. This certificate and the shares represented hereby are negotiable and transferable on the books of the
Trust by the registered holder hereof in person or by attorney upon surrender of this certificate properly endorsed or
assigned to the same extent as a stock certificate for the shares of a Massachusetts business corporation. This
certificate is issued by the Trustees of BRT Realty Trust, acting not individually but as Trustees, and is not valid
until countersigned by the Transfer Agent and registered by the Registrar.

         Witness the facsimile seal of the Trust and the facsimile [SEAL ] signatures of its duly authorized officers.

Dated:

                          Secretary                                                               President

</TABLE>

<PAGE>


                                BRT REALTY TRUST

    PROVISIONS RELATING TO REDEMPTION AND PROHIBITION OF TRANSFER OF SHARES.
    ------------------------------------------------------------------------

     IF NECESSARY TO EFFECT COMPLIANCE BY THE TRUST WITH CERTAIN REQUIREMENTS OF
THE INTERNAL  REVENUE  CODE,  THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE
SUBJECT TO REDEMPTION BY THE TRUSTEES OF THE TRUST AND THE TRANSFER  THEREOF MAY
BE PROHIBITED  UPON THE TERMS AND  CONDITIONS  SET FORTH IN THE  DECLARATION  OF
TRUST.  THE TRUST  WILL  FURNISH  A COPY OF SUCH  TERMS  AND  CONDITIONS  TO THE
REGISTERED HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE. TO ENABLE
THE TRUSTEES TO DETERMINE WHETHER ACTUAL AND CONSTRUCTIVE OWNERSHIP OF SHARES OF
THE TRUST IS IN  CONFORMITY  WITH SUCH  REQUIREMENTS,  EACH HOLDER OF THE SHARES
REPRESENTED BY THE WITHIN CERTIFICATE SHALL UPON DEMAND DISCLOSE TO THE TRUSTEES
IN WRITING SUCH INFORMATION AS THEY MAY DEEM NECESSARY FOR SUCH PURPOSE.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

         TEN COM  - as tenants in common  UNIF GIFT MIN ACT--    Custodian
                                                             ------------------
                                                             (Cust)      (Minor)
         TEN ENT  - as tenants by the entireties             under Uniform Gifts
                                                                 to Minors
         JT TEN   - as joint tenants with right of
                    Survivorship and not as tenants          Act
                                                                ----------------
                    in common                                      (State)
                    Additional abbreviations may also be used though not in the
                    above list.

         FOR VALUE RECEIVED         hereby sell(s),assign(s),and transfer(s)unto
         -----------------------------------------------------------------------
                   PLEASE INSERT SOCIAL SECURITY OR OTHER
                   IDENTIFYING NUMBER OF NEW OWNER
                   --------------------------------------

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

         -----------------------------------------------------------------------
         PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
                                    ASSIGNEE.

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

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

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

                                                                       Shares of
         --------------------------------------------------------------
         Beneficial Interest represented by the within Certificate, hereby
         irrevocably constituting and appointing

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

                                                                        Attorney
         -----------------------------------------------------------------------
         to transfer the said shares on the books of the within-named Trust with
         full power of substitution in the premises.

         Dated,
               --------------------------
                     (Sign here)
                                                --------------------------------
                                                NOTICE:  THE  SIGNATURE  TO THIS
                                                ASSIGNMENT MUST CORRESPOND WITH
                                                THE NAME AS WRITTEN UPON THE
                                                FACE OF THE CERTIFICATE IN EVERY
                                                PARTICULAR, WITHOUT ALTERATION
                                                OR ENLARGEMENT, OR ANY CHANGE
                                                WHATEVER.

<PAGE>



                                   Exhibit 5.1

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

                                                            December 5, 2002




BRT REALTY TRUST
60 Cutter Mill Road
Suite 303
Great Neck, NY  11021

                                    RE:     1996 STOCK OPTION PLANS
                                            REGISTRATION STATEMENT on FORM S-8
                                            ----------------------------------

Gentlemen:

     In our capacity as counsel to BRT Realty Trust,  a  Massachusetts  business
trust ("BRT"),  we have been requested to render this opinion in connection with
a Registration Statement on Form S-8 (the "Registration Statement") filed by BRT
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended,  covering an aggregate of 500,750  shares (the  "Shares") of Beneficial
Interest,  $3.00 par value,  issuable  upon the  exercise of stock  options (the
"Options")  granted or to be granted  under the 1996  Stock  Option  Plan of BRT
Realty Trust, as amended (the "Plan").

     In furnishing  our opinion,  we have examined the  Declaration  of Trust of
BRT, as amended, the By-Laws of BRT, 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 Plan,
will be legally issued, fully paid and non-assessable.

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

     We hereby consent to use of this opinion as an exhibit to the  Registration
Statement.
                                                      Very truly yours,

                                                      /s/ Brinberg & Lundy
                                                      --------------------

<PAGE>



                                  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 Stock Option Plan of BRT Realty Trust of our
report  dated  December  4, 2001,  with  respect to the  consolidated  financial
statements  and schedule of BRT Realty Trust included in its Annual Report (Form
10-K)for  the year ended  September  30,  2001,  filed with the  Securities  and
Exchange Commission.
                                                          s/Ernst & Young LLP
                                                          -------------------

New York, New York
December 5, 2002
[{"type": "S-8", "sequence": "1", "filename": "form_s8-120602.txt", "description": "FORM S-8 BRT 120602", "secsgml_size_bytes": 64215}]
{"company-data": {"conformed-name": "BRT REALTY TRUST", "cik": "0000014846", "assigned-sic": "6798", "irs-number": "132755856", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101681", "film-number": "02850474"}, "business-address": {"street1": "60 CUTTER MILL RD", "street2": "SUITE 303", "city": "GREAT NECK", "state": "NY", "zip": "11021-3190", "phone": "5164663100"}, "former-company": {"former-conformed-name": "BERG ENTERPRISES REALTY GROUP", "date-changed": "19750724"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 6, 2002

                    Registration No. 333-
                                         --------------------

      --------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                 ----------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                BRT REALTY TRUST
                                ----------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  MASSACHUSETTS
                                  -------------
         (State or Other Jurisdiction of Incorporation or Organization)
                                     2755856
                                     -------
                      (I.R.S. Employer Identification No.)

                    60 CUTTER MILL ROAD, GREAT NECK, NY 11021
                    -----------------------------------------
               (Address of Principal Executive Offices)(Zip Code)

                                BRT REALTY TRUST
                       1996 STOCK OPTION PLAN, AS AMENDED
                       ----------------------------------
                            (Full Title of the Plan)

                                 Simeon Brinberg
                                BRT REALTY TRUST
                               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
Proposed           Proposed
Title of Each                                 Maximum            Maximum          Amount of
Class of Securities        Amount to be       Offering           Aggregate       Registration
to be Registered           Registered(1)   Price Per Share(2)    Offering Price      Fee
----------------           -------------   ------------------    --------------      ---
Shares of Beneficial
Interest, 3.00 par value      500,750           $13.28            $6,649,960        $612

---------------------------------------------------------------------------------------------
(1) This Registration Statement covers 339,750 Shares of Beneficial Interest
issuable upon exercise of stock options granted under the 1996 Stock Option
Plan, as amended, and 161,000 Shares of Beneficial Interest issuable upon
exercise of options authorized for grant under the 1996 Stock Option Plan, as
amended.

(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 upon the average high and low price of Beneficial Shares on the New
York Stock Exchange on December 2, 2002.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents have been filed by BRT Realty Trust, a real estate
investment  trust organized under the laws of the  Commonwealth of Massachusetts
(the "Trust"),  with the Securities and Exchange  Commission (the "SEC") and are
incorporated herein by reference (File No 1-7172):

     1. Annual Report on Form 10-K for the fiscal year ended September 30, 2001;

     2. Quarterly Reports on Form 10-Q for the three months ended December
        31,2001, March 31, 2002 and June 30, 2002;

     3. Current Report on Form 8-K filed on August 14, 2002; and

     4. The description of the Trust's Shares of Beneficial Interest,
        $3.00 par value, contained in Registration Statement on Form 8-A
        filed on December 10, 1987.

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

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Declaration of Trust of BRT Realty Trust, as amended, provides that BRT
Realty Trust shall indemnify each Trustee,  officer,  employee and agent against
all  liabilities  and  expenses,  including  amounts  paid  in  satisfaction  of
judgments, in compromise or as fines and penalties, and counsel fees, reasonably
incurred by him in connection with the defense or disposition of any action,suit
or other  proceedings by BRT Realty Trust or any other person,  whether civil or
criminal, in which he may be involved or with which he may be threatened,  while
in office or  thereafter,  by  reason  of his  being or having  been a  Trustee,
officer, employee or agent; provided, however, there shall be no indemnification
with respect to any matter as to which the person seeking  indemnification shall
have been  adjudicated to have acted in bad faith or with wilfull  misconduct or
reckless  disregard  of his duties or gross  negligence  or not to have acted in
good faith in the reasonable belief that his action was in the best interests of
BRT Realty Trust and further  provided,  that as to any matter  disposed of by a
compromise payment by the person seeking indemnification,  pursuant to a consent
decree or otherwise, no indemnification either for said payment or for any other
expense shall be provided  unless such a compromise  shall be approved as in the
best interests of BRT Realty Trust by a majority of the  disinterested  Trustees
or  unless  BRT  Realty  Trust  shall  have  received  a  written  opinion  from
independent  legal counsel to the effect that such person  appears to have acted
in good faith in the reasonable belief that his action was in the best interests
of BRT Realty Trust. Subject to the proviso clauses, and except for expenses not
reasonably incurred, the Declaration of Trust of BRT Realty Trust is intended to
provide for indemnification of Trustees,  officers,  employees and agents to the
fullest extent provided by law.

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 5th
day of December, 2002.

                                                BRT REALTY TRUST

                                                s/Jeffrey Gould
                                                ---------------
                                                Jeffrey Gould, 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  Gould,  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            December 5, 2002
-----------------

s/Jeffrey Gould          President, Chief Executive       December 5, 2002
---------------          Officer (principal,
                         executive Officer) and Trustee

s/Patrick J. Callan      Trustee                          December 4, 2002
-------------------

s/Matthew Gould          Trustee                          December 5, 2002
---------------

s/Herbert C.Lust II      Trustee                          December 4, 2002
-------------------

s/David Herold           Trustee                          December 4, 2002
--------------

s/Arthur Hurand          Trustee                          December 5, 2002
---------------

s/Gary Hurand            Trustee                          December 5, 2002
-------------

s/George Zweier          Vice President and               December 5, 2002
---------------          Chief Financial Officer
                         (principal financial officer)
EXHIBIT INDEX.

Exhibit
No.
---

4.1            BRT Realty Trust 1996 Stock Option Plan, as amended
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)
EXHIBIT 4.1
                                BRT REALTY TRUST
                             1996 STOCK OPTION PLAN
                                   AS AMENDED

1.                Purpose.
                  -------

     The purpose of this plan (the "Plan") is to secure for BRT Realty Trust
     (the "Trust") and its shareholders the benefits arising from ownership of
     shares of Beneficial Interest, $3.00 par value ("Beneficial Shares") by
     employees, officers and trustees of, and consultants or advisors to, the
     Trust who are expected to contribute to the Trust's future growth and
     success. Except where the context otherwise requires, the term "Trust"
     shall include all present and future subsidiaries of the Trust as defined
     in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
     amended or replaced from time to time (the "Code"). Those provisions of the
     Plan which make express reference to Section 422 shall apply only to
     Incentive Stock Options (as that term is defined in the Plan).

2.                Type of Options and Administration.
                  ----------------------------------

     (a)  Types of  Options.  Options  granted  pursuant  to the  Plan  shall be
authorized  by action of the  Board of  Trustees  of the Trust and may be either
incentive stock options  ("Incentive Stock Options") meeting the requirements of
Section 422 of the Code or non-statutory  options which are not intended to meet
the requirements of Section 422 of the Code.

     (b)  Administration.  The Plan  will be  administered  by the  Compensation
Committee (the "Committee")  appointed by the Board of Trustees of the Trust (or
any successor committee), whose construction and interpretation of the terms and
provisions of the Plan shall be final and  conclusive.  The delegation of powers
to the  Committee  shall  be  consistent  with  applicable  laws or  regulations
(including, without limitation,  applicable state law and Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
rule ("Rule 16b-3")). The Committee shall have authority, subject to the express
provisions of the Plan, to construe the  respective  option  agreements  and the
Plan, to  prescribe,  amend and rescind  rules and  regulations  relating to the
Plan, to determine the terms and provisions of the respective option agreements,
which  need  not be  identical,  and to make  all  other  determinations  in the
judgment of the Committee  necessary or desirable for the  administration of the
Plan.  The  Committee may correct any defect or supply any omission or reconcile
any  inconsistency  in the Plan or in any option  agreement in the manner and to
the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and  final  judge of such  expediency.  No  trustee  or  person  acting
pursuant to authority delegated by the Board of Trustees shall be liable for any
action or determination under the Plan made in good faith. Subject to adjustment
as provided in Section 15 below, the aggregate number of Beneficial  Shares that
may be  granted  to any  person  in a  calendar  year  shall not  exceed  50,000
Beneficial Shares.

     (c)  Applicability  of Rule 16b-3.  Those provisions of the Plan which make
express  reference  to Rule 16b-3  shall apply to the Trust only at such time as
the Trust's  Beneficial Shares are registered under the Exchange Act, subject to
the last sentence of Section 3(b), and then only to such persons as are required
to file reports under Section 16(a) of the Exchange Act (a "Reporting Person").
3.                Eligibility.
                  -----------

     (a)  General.  Options  may be granted to persons  who are,  at the time of
grant,  employees,  officers or trustees of, or  consultants or advisors to, the
Trust or any  subsidiaries of the Trust as defined in Sections 424(e) and 424(f)
of the Code ("Participants")  provided, that Incentive Stock Options may only be
granted to  individuals  who are  employees of the Trust  (within the meaning of
Section  3401(c) of the Code).  Subject to the  limitation  contained in Section
2(b)  above,  a person  who has been  granted  an  option  may,  if he or she is
otherwise  eligible,  be granted  additional  options if the Committee  shall so
determine.

     (b) Grant of Options to  Reporting  Persons.  The Board of  Trustees or the
Committee  shall  select the persons to whom  options  shall be granted and, the
timing of the option grants, the exercise price of the options and the number of
shares subject to the option, provided, however, that the selection of a trustee
(director) or an officer who is a Reporting  Person (as the term  "director" and
"officer"  are  defined for the  purposes  of Rule  16b-3) as a recipient  of an
option;  and with respect to a Reporting  Person the timing of the option grant,
the  exercise  price of the option  and the  number of shares  subject to option
shall be determined either (i) by the Board of Trustees,  or (ii) by a committee
consisting  solely of two or more trustees  having full  authority to act in the
matter, each of whom shall be a "Non-Employee Trustee" . For the purposes of the
Plan,  a Trustee  shall be deemed to be a  "Non-Employee  Trustee"  only if such
person  qualifies  as a  "Non-Employee  Trustee" as such term is defined in Rule
16b-3,  as such term is  interpreted  from time to time.  If at least two of the
members  of the Board of  Trustee do not  qualify  as a  "Non-Employee  Trustee"
within the meaning of Rule 16b-3, as such term is interpreted from time to time,
then the granting of options to officers and trustees who are Reporting  Persons
under the Plan shall be determined by the Board of Trustees.

4.                Stock Subject to Plan.
                  ---------------------

     The stock  subject  to  options  granted  under the Plan shall be shares of
authorized but unissued or reacquired  Beneficial Shares.  Subject to adjustment
as provided in Section 15 below, the maximum number of Beneficial  Shares of the
Trust  which may be issued  and sold  under the Plan is  700,000  shares.  If an
option  granted under the Plan shall  expire,  terminate or is cancelled for any
reason without having been exercised in full, the unpurchased  shares subject to
such option  shall again be available  for  subsequent  option  grants under the
Plan.

5.                Forms of Option Agreements.
                  --------------------------

     As a condition to the grant of an option under the Plan,  each recipient of
an option shall execute an option agreement in such form not  inconsistent  with
the Plan as may be  approved by the Board of  Trustees  or the  Committee.  Such
option agreements may differ among recipients.

6.                Purchase Price.
                  --------------

     (a) General.  The purchase  price per share of stock  deliverable  upon the
exercise of an option shall be  determined  by the Board of Trustees at the time
of grant of such  option;  provided,  however,  that in the case of an Incentive
Stock Option,  the exercise price shall not be less than 100% of the Fair Market
Value  (as  hereinafter  defined)  of such  stock,  at the time of grant of such
option,  or less  than  110% of such Fair  Market  Value in the case of  options
described in Section  11(b).  "Fair Market Value" of  Beneficial  Shares as of a
specified  date for the  purposes  of the Plan shall mean the  closing  price of
Beneficial  Shares on the principal  securities  exchange  (including the Nasdaq
National  Market)  on  which  such  shares  are  traded  on the day  immediately
preceding the date as of which Fair Market Value is being determined,  or on the
next  preceding date on which such shares are traded if no shares were traded on
such immediately  preceding day, or if the shares are not traded on a securities
exchange,  Fair  Market  Value shall be deemed to be the average of the high bid
and low asked  prices of the  shares in the  over-the-counter  market on the day
immediately preceding the date as of which Fair Market Value is being determined
or on the next  preceding  date on which such high bid and low asked prices were
recorded. If the shares are not publicly traded, Fair Market Value of Beneficial
Shares shall be  determined  in good faith by the Board of Trustees.  In no case
shall Fair Market Value be  determined  with regard to  restrictions  other than
restrictions which, by their terms, will never lapse.

     (b) Payment of Purchase  Price.  Options granted under the Plan may provide
for the  payment of the  exercise  price by  delivery  of cash or a check to the
order of the Trust in an amount equal to the exercise price of such options,  or
by any other means which the Board of Trustees  determines are  consistent  with
the purpose of the Plan and with  applicable  laws and  regulations  (including,
without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by
the Federal Reserve Board).

7.                Option Period.
                  -------------

     Subject to earlier termination as provided in the Plan, each option and all
rights  thereunder  shall  expire  on such  date as  determined  by the Board of
Trustees and set forth in the applicable option agreement,  provided,  that such
date shall not be later  than (10) ten years  after the date on which the option
is granted.

8.                Exercise of Options.
                  -------------------

     Each option granted under the Plan shall be  exercisable  either in full or
in  installments  at such time or times and during  such  period as shall be set
forth in the option agreement evidencing such option,  subject to the provisions
of the Plan.  No option  granted  to a  Reporting  Person  for  purposes  of the
Exchange Act,  however,  shall be exercisable  during the first six months after
the date of grant.  Subject to the  requirements  in the  immediately  preceding
sentence, if an option is not at the time of grant immediately exercisable,  the
Board of Trustees may (i) in the agreement  evidencing such option,  provide for
the  acceleration  of the exercise date or dates of the subject  option upon the
occurrence  of specified  events,  and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option.

9.                Transferability of Options.
                  --------------------------

     Incentive  Stock Options  granted under the Plan shall not be assignable in
whole or in part  except  by will or by the laws of  descent  and  distribution.
Options  granted  under  this Plan  which  are  non-statutory  options  shall be
assignable or otherwise  transferable by the optionee in whole or in part (i) by
will or by the laws of descent and  distribution,  (ii)  pursuant to a qualified
domestic  relations  order as defined in the Code,  (iii) pursuant to Title I of
the Employee  Retirement Income Security Act, or the rules  thereunder,  (iv) to
the spouse,  children,  grandchildren  or parents of the  optionee  ("Qualifying
Relatives")  or any trust  created or existing  for the benefit of the  optionee
and/or one or more Qualifying  Relatives,  and (v) to any partnership or limited
liability company in which the optionee and/or one or more Qualifying  Relatives
is a  partner  or  member.  The Board of  Trustees  or the  Committee,  in their
discretion,  may permit the transfer of options  granted under the Plan to other
persons or entities, provided that Incentive Stock Options are not assignable or
otherwise transferable except by will or the laws of descent and distribution.

     In the event an optionee dies during his  employment by the Trust or any of
its  subsidiaries,  or  during  the  three-month  period  following  the date of
termination  of such  employment,  the option shall  thereafter be  exercisable,
during the  period  specified  in the  option  agreement,  by his  executors  or
administrators  or by any  assignee  or  transferee  to the extent to which such
option was  exercisable at the time of the  optionee's  death during the periods
set forth in Section 10 or 11(d).

10.               Effect of Termination of Employment or Other Relationship.
                  ---------------------------------------------------------

     Except as provided in Section 11(d) with respect to Incentive Stock Options
and except as otherwise  determined  by the Committee at the date of grant of an
Option, and subject to the provisions of the Plan, an optionee (or any permitted
assignee or transferee of an option granted  hereunder),  may exercise an option
at any time within three months  following  the  termination  of the  optionee's
employment or other  relationship  with the Trust or within one (1) year if such
termination  was due to the death or disability  of the optionee but,  except in
the case of the optionee's  death, in no event later than the expiration date of
the Option.  If the termination of the optionee's  employment is for cause or is
otherwise  attributable  to a  breach  by  the  optionee  of  an  employment  or
confidentiality  or  non-disclosure  agreement,  the option shall expire for all
purposes and with respect to any assignee or  transferee  immediately  upon such
termination.  The  Board of  Trustees  shall  have the power to  determine  what
constitutes  a   termination   for  cause  or  a  breach  of  an  employment  or
confidentiality  or  non-disclosure  agreement,  whether  an  optionee  has been
terminated for cause or has breached such an agreement,  and the date upon which
such termination for cause or breach occurs.  Any such  determinations  shall be
final  and  conclusive  and  binding  upon  the  optionee  and any  assignee  or
transferee of any option granted hereunder.

11.               Incentive Stock Options.
                  -----------------------

     Options  granted  under the Plan which are intended to be  Incentive  Stock
Options shall be subject to the following additional terms and conditions:

     (a) Express Designation. All Incentive Stock Options granted under the Plan
shall, at the time of grant,  be  specifically  designated as such in the option
agreement covering such Incentive Stock Options.

     (b) 10% Shareholder.  If any person to whom an Incentive Stock Option is to
be granted under the Plan is, at the time of the grant of such option, the owner
of stock  possessing  more than 10% of the total  combined  voting  power of all
classes of stock of the Trust  (after  taking into  account the  attribution  of
stock ownership rules of Section 424(d) of the Code), then the following special
provisions  shall be applicable to the  Incentive  Stock Option  granted to such
individual:

         (i)  The purchase price per share of Beneficial Shares subject to such
         Incentive Stock Option shall not be less than 110% of the Fair Market
         Value of one Beneficial Share at the time of grant; and

         (ii) the option  exercise  period shall not exceed five years from the
         date of grant.

     (c) Dollar  Limitation.  For so long as the Code shall so provide,  options
granted under the Plan (and any other incentive stock option plans of the Trust)
which are intended to constitute  Incentive  Stock Options shall not  constitute
Incentive  Stock  Options to the extent  that such  options,  in the  aggregate,
become  exercisable  for the first time in any one calendar year for  Beneficial
Shares with an aggregate Fair Market Value,  as of the respective  date or dates
of grant, of more than $100,000.

     (d)  Termination of Employment,  Death or  Disability.  No Incentive  Stock
Option may be exercised unless,  at the time of such exercise,  the optionee is,
and has been continuously since the date of grant of his or her option, employed
by the Trust, except that:
                        (i) an Incentive Stock Option may be exercised within
                  the period of three months after the date the optionee ceases
                  to be an employee of the Trust (or within such lesser period
                  as may be specified in the applicable option agreement),
                  provided, that the agreement with respect to such option may
                  designate a longer exercise period and that the exercise after
                  such three-month period shall be treated as the exercise of a
                  non-statutory option under the Plan;

                       (ii) if the optionee dies while in the employ of the
                  Trust, or within three months after the optionee ceases to be
                  such an employee, the Incentive Stock Option may be exercised
                  by the person to whom it is transferred by will or the laws of
                  descent and distribution within the period of one year after
                  the date of death (or within such lesser period as may be
                  specified in the applicable option agreement); and

                      (iii) if the optionee becomes disabled (within the meaning
                  of Section 22(e)(3) of the Code or any successor provisions
                  thereto) while in the employ of the Trust, the Incentive Stock
                  Option may be exercised within the period of one year after
                  the date the optionee ceases to be such an employee because of
                  such disability (or within such lesser period as may be
                  specified in the applicable option agreement).

For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.

12.               Additional Provisions.
                  ---------------------

                  (a) Additional Option Provisions. The Board of Trustees may,
in its sole discretion, include additional provisions in option agreements
covering options granted under the Plan, including without limitation,
repurchase rights, rights of first refusal, or such other provisions as shall be
determined by the Board of Trustees; provided, that such additional provisions
shall not be inconsistent with any other term or condition of the Plan and such
additional provisions shall not cause any Incentive Stock Option granted under
the Plan to fail to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code.

                  (b) Acceleration, Extension, Etc. The Board of Trustees may,
in its sole discretion, (i) accelerate the date or dates on which all or any
particular option or options granted under the Plan may be exercised or (ii)
extend the dates during which all, or any particular, option or options granted
under the Plan may be exercised; provided, however, that no such extension shall
be permitted if it would cause the Plan to fail to comply with Section 422 of
the Code or with Rule 16b-3 (if applicable).

13.               General Restrictions.
                  --------------------

     (a) Investment Representations. The Trust may require any person to whom an
Option is granted,  as a condition of  exercising  such option,  to give written
assurances  in substance and form  satisfactory  to the Trust to the effect that
such person is acquiring the  Beneficial  Shares subject to the option or award,
for his or her own account for investment and not with any present  intention of
selling or otherwise  distributing  the same,  and to such other  effects as the
Trust  deems  necessary  or  appropriate  in order to comply  with  federal  and
applicable state securities laws.

     (b)  Compliance  With  Securities  Law. Each Option shall be subject to the
requirement that if, at any time,  counsel to the Trust shall determine that the
listing, registration or qualification of the shares subject to such option upon
any  securities  exchange or  automated  quotation  system or under any state or
federal law, or the consent or approval of any  governmental or regulatory body,
or that the  disclosure of non-public  information  or the  satisfaction  of any
other  condition  is  necessary  as a condition  of, or in  connection  with the
issuance or purchase of shares thereunder,  such option may not be exercised, in
whole or in part, unless such listing, registration,  qualification,  consent or
approval, or satisfaction of such condition shall have been effected or obtained
on  conditions  acceptable  to the Board of  Trustees.  Nothing  herein shall be
deemed to require the Trust to apply for or to obtain such listing, registration
or qualification, or to satisfy such condition.

14.               Rights as a Stockholder.
                  -----------------------

     The holder of an option shall have no rights as a stockholder  with respect
to any shares covered by the option (including,  without limitation,  any rights
to receive  dividends  or non-cash  distributions  with  respect to such shares)
until the date of issue of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.

15. Adjustment Provisions for Recapitalizations,Reorganizations and Related
    Transactions.
 --------------------------------------------------------------------------

     (a) Recapitalizations and Related Transactions.  If, through or as a result
of any recapitalization,  reclassification, stock dividend, stock split, reverse
stock split or other similar transaction,  (i) the outstanding Beneficial Shares
are increased,  decreased or exchanged for a different  number or kind of shares
or other securities of the Trust, or (ii) additional  shares or new or different
shares or other non-cash assets are distributed  with respect to such Beneficial
Shares or other securities, an appropriate and proportionate adjustment shall be
made in (x) the maximum number and kind of shares reserved for issuance under or
otherwise  referred  to in the Plan,  (y) the number and kind of shares or other
securities  subject to any then outstanding  options under the Plan, and (z) the
price for each share  subject to any then  outstanding  options  under the Plan,
without  changing the aggregate  purchase  price as to which such options remain
exercisable. Notwithstanding the foregoing, no adjustment shall be made pursuant
to this Section 15 if such adjustment (i) would cause the Plan to fail to comply
with Section 422 of the Code or with Rule 16b-3 or (ii) would be  considered  as
the adoption of a new plan requiring stockholder approval.

     (b)  Reorganization,  Merger  and  Related  Transactions.  All  outstanding
Options under the Plan shall become fully exercisable for a period of sixty (60)
days following the occurrence of any Trigger Event,  whether or not such Options
are then exercisable under the provisions of the applicable  agreements relating
thereto. For purposes of the Plan, a "Trigger Event" is any one of the following
events:

                                    (i) the date on which Beneficial Shares are
                  first purchased pursuant to a tender offer or exchange offer
                  (other than such an offer by the Trust, any Subsidiary, any
                  employee benefit plan of the Trust or of any Subsidiary or any
                  entity holding Beneficial Shares or other securities of the
                  Trust for or pursuant to the terms of such plan), whether or
                  not such offer is approved or opposed by the Trust and
                  regardless of the number of shares purchased pursuant to such
                  offer;

                                    (ii) the date the Trust acquires knowledge
                  that any person or group deemed a person under Section 13(d)-3
                  of the Exchange Act (other than the Trust, current officers
                  and/or trustees, any Subsidiary, any employee benefit plan of
                  the Trust or of any Subsidiary or any entity holding
                  Beneficial Shares or other securities of the Trust for or
                  pursuant to the terms of any such plan or any individual or
                  entity or group or affiliate thereof which acquired its
                  beneficial ownership interest prior to the date the Plan was
                  adopted by the Board), in a transaction or series of
                  transactions, has become the beneficial owner, directly or
                  indirectly (with beneficial ownership determined as provided
                  in Rule 13d-3, or any successor rule, under the Exchange Act),
                  of securities of the Trust entitling the person or group to
                  30% or more of all votes (without consideration of the rights
                  of any class or stock to elect directors by a separate class
                  vote) to which all shareholders of the Trust would be entitled
                  if the election of the Board of Trustees were an election held
                  on such date;

                                    (iii) the date, during any period of two
                  consecutive years, when individuals who at the beginning of
                  such period constitute the Board of Trustees of the Trust
                  cease for any reason to constitute at least a majority
                  thereof, unless the election, or the nomination for election
                  by the stockholders of the Trust, of each new trustee was
                  approved by a vote of at least two-thirds of the trustees then
                  still in office who were trustees at the beginning of such
                  period; and

                                    (iv) the date of approval by the
                  stockholders of the Trust of an agreement (a "reorganization
                  agreement") providing for:
(A) The merger or  consolidation  of the Trust with another  corporation
or real estate investment trust where the stockholders of the Trust, immediately
prior to the merger or consolidation, do not beneficially own, immediately after
the merger or consolidation,  shares of the entity issuing cash or securities in
the merger or  consolidation  entitling such  shareholders to 80% or more of all
votes  (without  consideration  of the  rights  of any  class  of stock to elect
directors  by  a  separate  class  vote)  to  which  all  stockholders  of  such
corporation or real estate investment trust would be entitled in the election of
directors  or  trustees  or where the  members of the Board of  Trustees  of the
Trust,  immediately  prior to the merger or consolidation,  do not,  immediately
after  the  merger  or  consolidation,  constitute  a  majority  of the Board of
Directors or the Board of Trustees of the entity  issuing cash or  securities in
the merger or consolidation; or

        (B) The sale or other disposition of all or substantially all the assets
of the Corporation.

     (c) Board Authority to Make Adjustments. Any adjustments under this Section
15 will be  made  by the  Board  of  Trustees,  whose  determination  as to what
adjustments,  if any, will be made and the extent thereof will be final, binding
and conclusive. No fractional shares will be issued under the Plan on account of
any such adjustments.

16.               Merger, Consolidation, Asset Sale, Liquidation, etc.

     (a) General.  In the event of any sale, merger,  transfer or acquisition of
the Trust or substantially  all of the assets of the Trust in which the Trust is
not the surviving entity, and provided that after the Trust shall have requested
the acquiring or succeeding  entity (or an affiliate  thereof),  that equivalent
options shall be  substituted  and such  successor  entity shall have refused or
failed to assume all options  outstanding under the Plan or issue  substantially
equivalent  options,  then any or all  outstanding  options under the Plan shall
accelerate and become  exercisable in full immediately  prior to such event. The
Committee  will notify  holders of options  under the Plan that any such options
shall be fully  exercisable  for a period of fifteen  (15) days from the date of
such notice, and the options will terminate upon expiration of such notice.

     (b)  Substitute  Options.  The Trust may  grant  options  under the Plan in
substitution  for  options  held by  employees  of  another  entity  who  become
employees of the Trust,  or a subsidiary of the Trust, as the result of a merger
or  consolidation  of the employing entity with the Trust or a subsidiary of the
Trust,  or as a  result  of  the  acquisition  by  the  Trust,  or  one  of  its
subsidiaries, of property or stock of the employing entity. The Trust may direct
that substitute  options be granted on such terms and conditions as the Board of
Trustees considers appropriate in the circumstances.

17.               No Special Employment Rights.
                  ----------------------------

     Nothing  contained  in the  Plan or in any  option  shall  confer  upon any
optionee any right with respect to the  continuation of his or her employment by
the  Trust or  interfere  in any way with the  right of the Trust at any time to
terminate  such  employment or to increase or decrease the  compensation  of the
optionee.

18.               Other Employee Benefits.
                  -----------------------

     Except  as  to  plans  which  by  their  terms   include  such  amounts  as
compensation,  the  amount  of any  compensation  deemed  to be  received  by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise will not  constitute  compensation  with respect to which any
other  employee  benefits of such employee are  determined,  including,  without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary  continuation  plan, except as otherwise  specifically  determined by the
Board of Trustees.

19.               Amendment of the Plan.
                  ---------------------

     (a) The Board of Trustees may at any time, and from time to time, modify or
amend  the  Plan in any  respect;  provided,  however,  that if at any  time the
approval of the  stockholders  of the Trust is required under Section 422 of the
Code or any successor  provision with respect to Incentive  Stock  Options,  the
Board of Trustees may not effect such  modification  or  amendment  without such
approval.

     (b) The  modification  or  amendment  of the Plan  shall not,  without  the
consent of an  optionee,  affect his or her  rights  under an option  previously
granted to him or her. With the consent of the optionee  affected,  the Board of
Trustees may amend  outstanding  option  agreements in a manner not inconsistent
with the Plan. The Board of Trustees shall have the right to amend or modify (i)
the terms and  provisions  of the Plan and of any  outstanding  Incentive  Stock
Options  granted  under the Plan to the extent  necessary  to qualify any or all
such options for such favorable federal income tax treatment (including deferral
of taxation  upon  exercise) as may be afforded  incentive  stock  options under
Section 422 of the Code and (ii) the terms and provisions of the Plan and of any
outstanding  option to the extent  necessary to ensure the  qualification of the
Plan under Rule 16b-3.

20.               Withholding.

                  -----------
     (a) The Trust  shall  have the right to deduct  from  payments  of any kind
otherwise  due to the  optionee  any  federal,  state or local taxes of any kind
required by law to be withheld  with respect to any shares  issued upon exercise
of options under the Plan. Subject to the prior approval of the Trust, which may
be  withheld  by the Trust in its sole  discretion,  the  optionee  may elect to
satisfy  such  obligations,  in whole or in part,  (i) by  causing  the Trust to
withhold  Beneficial  Shares otherwise  issuable  pursuant to the exercise of an
option or (ii) by delivering to the Trust Beneficial Shares already owned by the
optionee.  The shares so  delivered  or withheld  shall have a Fair Market Value
equal to such withholding obligation as of the date that the amount of tax to be
withheld is to be determined.  An optionee who has made an election  pursuant to
this  Section  20(a) may only  satisfy his or her  withholding  obligation  with
Beneficial  Shares  which  are  not  subject  to  any  repurchase,   forfeiture,
unfulfilled vesting or other similar requirements.

     (b) The acceptance of Beneficial Shares upon exercise of an Incentive Stock
Option shall  constitute an agreement by the optionee (i) to notify the Trust if
any or all of such shares are disposed of by the optionee  within two years from
the date the option was granted or within one year from the date the shares were
issued to the  optionee  pursuant to the  exercise  of the  option,  and (ii) if
required  by law,  to remit to the Trust,  at the time of and in the case of any
such disposition, an amount sufficient to satisfy the Trust's federal, state and
local withholding tax obligations with respect to such  disposition,  whether or
not, as to both (i) and (ii),  the optionee is in the employ of the Trust at the
time of such disposition.

     (c) Notwithstanding the foregoing,  in the case of a Reporting Person whose
options  have been granted in  accordance  with the  provisions  of Section 3(b)
herein,  no election to use shares for the payment of withholding taxes shall be
effective  unless made in compliance  with any applicable  requirements  of Rule
16b-3.

21.               Cancellation and New Grant of Options, Etc.
                  ------------------------------------------

     The Board of Trustees  shall have the authority to effect,  at any time and
from  time  to  time,  with  the  consent  of the  affected  optionees,  (i) the
cancellation of any or all  outstanding  options under the Plan and the grant in
substitution  therefor  of new  options  under  the  Plan  covering  the same or
different  numbers of shares and having an option exercise price per share which
may be lower or  higher  than the  exercise  price  per  share of the  cancelled
options or (ii) the  amendment of the terms of any and all  outstanding  options
under the Plan to provide an option  exercise price per share which is higher or
lower  than the  then-current  exercise  price  per  share  of such  outstanding
options.

22.               Effective Date and Duration of the Plan.
                  ---------------------------------------

     (a) Effective  Date.  The Plan shall become  effective  when adopted by the
Board of Trustees,  but no Incentive  Stock Option  granted under the Plan shall
become  exercisable  unless and until the Plan shall have been  approved  by the
Trust's shareholders. If such shareholder approval is not obtained within twelve
months after the date of the Board's adoption of the Plan, no options previously
granted  under the Plan shall be deemed to be  Incentive  Stock  Options  and no
Incentive Stock Options shall be granted thereafter.  Amendments to the Plan not
requiring  shareholder approval shall become effective when adopted by the Board
of Trustees;  amendments  requiring  shareholder approval shall become effective
when adopted by the Board of Trustees,  but no  Incentive  Stock Option  granted
after the date of such amendment  shall become  exercisable  (to the extent that
such  amendment  to the Plan was  required  to enable  the  Trust to grant  such
Incentive Stock Option to a particular optionee) unless and until such amendment
shall  have been  approved  by the  Trust's  shareholders.  If such  shareholder
approval is not obtained  within twelve  months of the Board's  adoption of such
amendment,  any  Incentive  Stock  Options  granted on or after the date of such
amendment  shall  terminate  to the extent that such  amendment  to the Plan was
required  to enable the Trust to grant  such  option to a  particular  optionee.
Subject to this  limitation,  options may be granted  under the Plan at any time
after the effective date and before the date fixed for termination of the Plan.

     (b)  Termination.  Unless sooner  terminated in accordance with Section 16,
the Plan shall  terminate  upon the  earlier of (i) the close of business on the
day next  preceding  the tenth  anniversary  of the date of its  adoption by the
Board of Trustees,  or (ii) the date on which all shares  available for issuance
under the Plan shall have been issued  pursuant to the exercise or  cancellation
of options  granted  under the Plan.  If the date of  termination  is determined
under (i) above,  then options  outstanding  on such date shall continue to have
force and effect in accordance with the provisions of the instruments evidencing
such options.
23.               Governing Law.
                  -------------

     The  provisions  of this Plan shall be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts.

     Adopted by the Board of Trustees  on  December  6, 1996,  as amended by the
Board of Trustees on December 10, 2001.
EXHIBIT 4.3
NUMBER
BU                                             THIS  CERTIFICATE  HAS BEEN  EXECUTED BY TRUSTEES OR OFFICERS OF BRT REALTY TRUST
  -------------------                          (THE  "TRUST")  IN  THEIR  REPRESENTATIVE CAPACITIES UNDER THE DECLARATION
                                               OF TRUST OF BRT REALTY TRUST DATED JUNE 16,  1972,  AS  AMENDED  FROM  TIME  TO
                                               TIME,  AND NOT  INDIVIDUALLY.  THE OBLIGATIONS  HEREUNDER  ARE NOT BINDING ON,
                                               NOR SHALL  RESORT BE HAD TO THE PRIVATE  PROPERTY  OF,  ANY  OF  THE  TRUSTEES,
                                               THEIR  EMPLOYEES OR THE SHAREHOLDERS  OF THE  TRUST  INDIVIDUALLY,  BUT ONLY UPON
                                               THE  TRUSTEES  AS TRUSTEES AND UPON THE TRUST PROPERTY.

CERTIFICATE FOR SHARES                                                                                                    SHARES
OF BENEFICIAL INTEREST                                                                         ----------------------------
$3 PAR VALUE                                                                                   CUSIP 055645 30 3
                                                                                               See reverse for certain definitions
FORMED UNDER THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS

                                                          BRT REALTY TRUST

This Certifies that
is the registered holder of

                  FULLY PAID AND NON-ASSESSABLE SHARES OF BENEFICIAL INTEREST $3 PAR VALUE IN

         BRT Realty Trust (The "Trust"), a Massachusetts voluntary association established by a Declaration of Trust
dated June 16, 1972, as amended from timeto time, a copy of which, together with all amendments thereto (the
"Declaration") is on file with the Secretary of The Commonwealth of Massachusetts. The provisions of the Declaration
are hereby incorporated in and made a part of this certificate as fully as if set forth herein in their entirety, to
all of which provisions the holder and every transferee or assignee hereof by accepting or holding the same agrees to
be bound. SEE REVERSE FOR EXISTENCE OF REDEMPTION AND PROHIBITION OF TRANSFER PROVISIONS GOVERNING THE SHARES REPRESENTED
BY THIS CERTIFICATE. This certificate and the shares represented hereby are negotiable and transferable on the books of the
Trust by the registered holder hereof in person or by attorney upon surrender of this certificate properly endorsed or
assigned to the same extent as a stock certificate for the shares of a Massachusetts business corporation. This
certificate is issued by the Trustees of BRT Realty Trust, acting not individually but as Trustees, and is not valid
until countersigned by the Transfer Agent and registered by the Registrar.

         Witness the facsimile seal of the Trust and the facsimile [SEAL ] signatures of its duly authorized officers.

Dated:

                          Secretary                                                               President
BRT REALTY TRUST

    PROVISIONS RELATING TO REDEMPTION AND PROHIBITION OF TRANSFER OF SHARES.
    ------------------------------------------------------------------------

     IF NECESSARY TO EFFECT COMPLIANCE BY THE TRUST WITH CERTAIN REQUIREMENTS OF
THE INTERNAL  REVENUE  CODE,  THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE
SUBJECT TO REDEMPTION BY THE TRUSTEES OF THE TRUST AND THE TRANSFER  THEREOF MAY
BE PROHIBITED  UPON THE TERMS AND  CONDITIONS  SET FORTH IN THE  DECLARATION  OF
TRUST.  THE TRUST  WILL  FURNISH  A COPY OF SUCH  TERMS  AND  CONDITIONS  TO THE
REGISTERED HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE. TO ENABLE
THE TRUSTEES TO DETERMINE WHETHER ACTUAL AND CONSTRUCTIVE OWNERSHIP OF SHARES OF
THE TRUST IS IN  CONFORMITY  WITH SUCH  REQUIREMENTS,  EACH HOLDER OF THE SHARES
REPRESENTED BY THE WITHIN CERTIFICATE SHALL UPON DEMAND DISCLOSE TO THE TRUSTEES
IN WRITING SUCH INFORMATION AS THEY MAY DEEM NECESSARY FOR SUCH PURPOSE.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

         TEN COM  - as tenants in common  UNIF GIFT MIN ACT--    Custodian
                                                             ------------------
                                                             (Cust)      (Minor)
         TEN ENT  - as tenants by the entireties             under Uniform Gifts
                                                                 to Minors
         JT TEN   - as joint tenants with right of
                    Survivorship and not as tenants          Act
                                                                ----------------
                    in common                                      (State)
                    Additional abbreviations may also be used though not in the
                    above list.

         FOR VALUE RECEIVED         hereby sell(s),assign(s),and transfer(s)unto
         -----------------------------------------------------------------------
                   PLEASE INSERT SOCIAL SECURITY OR OTHER
                   IDENTIFYING NUMBER OF NEW OWNER
                   --------------------------------------

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

         -----------------------------------------------------------------------
         PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
                                    ASSIGNEE.

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

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

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

                                                                       Shares of
         --------------------------------------------------------------
         Beneficial Interest represented by the within Certificate, hereby
         irrevocably constituting and appointing

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

                                                                        Attorney
         -----------------------------------------------------------------------
         to transfer the said shares on the books of the within-named Trust with
         full power of substitution in the premises.

         Dated,
               --------------------------
                     (Sign here)
                                                --------------------------------
                                                NOTICE:  THE  SIGNATURE  TO THIS
                                                ASSIGNMENT MUST CORRESPOND WITH
                                                THE NAME AS WRITTEN UPON THE
                                                FACE OF THE CERTIFICATE IN EVERY
                                                PARTICULAR, WITHOUT ALTERATION
                                                OR ENLARGEMENT, OR ANY CHANGE
                                                WHATEVER.
Exhibit 5.1

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

                                                            December 5, 2002

BRT REALTY TRUST
60 Cutter Mill Road
Suite 303
Great Neck, NY  11021

                                    RE:     1996 STOCK OPTION PLANS
                                            REGISTRATION STATEMENT on FORM S-8
                                            ----------------------------------

Gentlemen:

     In our capacity as counsel to BRT Realty Trust,  a  Massachusetts  business
trust ("BRT"),  we have been requested to render this opinion in connection with
a Registration Statement on Form S-8 (the "Registration Statement") filed by BRT
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended,  covering an aggregate of 500,750  shares (the  "Shares") of Beneficial
Interest,  $3.00 par value,  issuable  upon the  exercise of stock  options (the
"Options")  granted or to be granted  under the 1996  Stock  Option  Plan of BRT
Realty Trust, as amended (the "Plan").

     In furnishing  our opinion,  we have examined the  Declaration  of Trust of
BRT, as amended, the By-Laws of BRT, 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 Plan,
will be legally issued, fully paid and non-assessable.

     Simeon  Brinberg and Mark H. Lundy,  members of this firm, are officers and
directors of BRT and hold options granted 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 1996 Stock Option Plan of BRT Realty Trust of our
report  dated  December  4, 2001,  with  respect to the  consolidated  financial
statements  and schedule of BRT Realty Trust included in its Annual Report (Form
10-K)for  the year ended  September  30,  2001,  filed with the  Securities  and
Exchange Commission.
                                                          s/Ernst & Young LLP
                                                          -------------------

New York, New York
December 5, 2002