URSTADT BIDDLE PROPERTIES INC (Form: 10-Q, Received: 06/07/2013 16:18:58)

United States

Securities And Exchange Commission

Washington, DC 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2013

□ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission File Number 1-12803

Urstadt Biddle Properties Inc.

(Exact Name of Registrant in its Charter)

Maryland	04-2458042
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

321 Railroad Avenue, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (203) 863-8200

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 5, 2013 (latest date practicable), the number of shares of the Registrant's classes of Common Stock and Class A Common Stock outstanding was: 9,032,261 Common Shares, par value $.01 per share, and 23,527,392 Class A Common Shares, par value $.01 per share.

Index


Urstadt Biddle Properties Inc.



Part I. Financial Information

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets – April 30, 2013 (Unaudited) and October 31, 2012.

	Consolidated Statements of Income (Unaudited) – Three and six months ended April 30, 2013 and 2012.

	Consolidated Statements of Comprehensive Income (Unaudited) – Three and six months ended April 30, 2013 and 2012.

	Consolidated Statements of Cash Flows (Unaudited) – Six months ended April 30, 2013 and 2012.

	Consolidated Statement of Stockholders' Equity (Unaudited) – Six months ended April 30, 2013.

	Notes to Consolidated Financial Statements.

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.

Item 4.	Controls and Procedures.


Part II. Other Information

Item 1.	Legal Proceedings.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

Item 6.	Exhibits.

Signatures

Index

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	April 30,			Oct 31,
ASSETS	2013			2012
	(Unaudited)
Real Estate Investments:
Core properties – at cost	$	670,866		$	659,780
Non-core properties – at cost		595			595
		671,461			660,375
Less: Accumulated depreciation		(147,353	)		(140,511	)
		524,108			519,864
Investments in and advances to unconsolidated joint ventures		31,409			26,708
Mortgage note receivable		815			898
		556,332			547,470

Cash and cash equivalents		22,835			78,092
Restricted cash		1,327			63,979
Marketable securities		30,460			994
Tenant receivables		22,355			21,549
Prepaid expenses and other assets		8,346			6,958
Deferred charges, net of accumulated amortization		5,036			5,201
Total Assets	$	646,691		$	724,243

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Revolving credit lines	$	-		$	11,600
Mortgage notes payable and other loans		141,787			143,236
Preferred stock called for redemption		22,334			58,508
Accounts payable and accrued expenses		2,279			1,632
Deferred compensation – officers		196			194
Other liabilities		15,345			13,134
Total Liabilities		181,941			228,304

Redeemable Noncontrolling Interests		12,987			11,421

8.50% Series C Senior Cumulative Preferred Stock; (liquidation preference of $100 per share); issued and outstanding 224,027 shares		-			21,510

Commitments and Contingencies

Stockholders' Equity:
7.5% Series D Senior Cumulative Preferred Stock (liquidation preference of $25 per share); 2,450,000 shares issued and outstanding		61,250			61,250
7.125% Series F Cumulative Preferred Stock (liquidation preference of $25 per share); 5,175,000 shares issued and outstanding		129,375			129,375
Excess Stock, par value $.01 per share; 20,000,000 shares authorized; none issued and outstanding		-			-
Common Stock, par value $.01 per share; 30,000,000 shares authorized; 9,032,261 and 8,854,465 shares issued and outstanding		90			89
Class A Common Stock, par value $.01 per share; 100,000,000 shares authorized; 23,527,392 and 23,460,880 shares issued and outstanding		235			235
Additional paid in capital		364,907			362,777
Cumulative distributions in excess of net income		(105,713	)		(90,701	)
Accumulated other comprehensive income (loss)		1,619			(17	)
Total Stockholders' Equity		451,763			463,008
Total Liabilities and Stockholders' Equity	$	646,691		$	724,243

The accompanying notes to consolidated financial statements are an integral part of these statements.

Index

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except per share data)

	Six Months Ended						Three Months Ended
	April 30,						April 30,
	2013			2012			2013			2012
Revenues
Base rents	$	34,359		$	33,857		$	17,271		$	17,143
Recoveries from tenants		11,887			10,130			5,564			4,828
Lease termination income		24			87			24			-
Other income		1,100			1,095			375			514
Total Revenues		47,370			45,169			23,234			22,485

Expenses
Property operating		9,695			7,155			4,437			3,436
Property taxes		7,537			7,454			3,729			3,702
Depreciation and amortization		8,382			8,383			4,227			4,171
General and administrative		4,146			3,808			1,994			1,861
Acquisition costs		278			310			125			225
Directors' fees and expenses		180			140			72			69
Total Operating Expenses		30,218			27,250			14,584			13,464

Operating Income		17,152			17,919			8,650			9,021

Non-Operating Income (Expense):
Interest expense		(4,243	)		(4,320	)		(2,023	)		(2,285	)
Equity in net income (loss) from unconsolidated joint ventures		601			(166	)		419			(192	)
Interest, dividends and other investment income		1,242			449			510			224

Net Income		14,752			13,882			7,556			6,768

Noncontrolling interests:
Net income attributable to noncontrolling interests		(317	)		(171	)		(135	)		(94	)
Net income attributable to Urstadt Biddle Properties Inc.		14,435			13,711			7,421			6,674
Preferred stock dividends		(7,890	)		(6,547	)		(3,929	)		(3,274	)
Redemption of preferred stock		(4,165	)		-			(406	)		-

Net Income Applicable to Common and Class A Common Stockholders	$	2,380		$	7,164		$	3,086		$	3,400

Basic Earnings Per Share:
Common	$	.07		$	.24		$	.09		$	.11
Class A Common	$	.08		$	.26		$	.10		$	.12

Diluted Earnings Per Share:
Common	$	.07		$	.23		$	.09		$	.11
Class A Common	$	.08		$	.25		$	.10		$	.12

Dividends Per Share:
Common	$	.4500		$	.4500		$	.2250		$	.2250
Class A Common	$	.5000		$	.4950		$	.2500		$	.2475

The accompanying notes to consolidated financial statements are an integral part of these statements.

Index

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands)

	Six Months Ended						Three Months Ended
	April 30,						April 30,
	2013			2012			2013			2012

Net Income	$	14,752		$	13,882		$	7,556		$	6,768

Other comprehensive income:
Change in unrealized gain in marketable equity securities		1,613			37			968			(10	)
Change in unrealized loss on interest rate swaps		23			44			(11	)		26

Total comprehensive income		16,388			13,963			8,513			6,784
Comprehensive income attributable to noncontrolling interests		(317	)		(171	)		(135	)		(94	)

Total Comprehensive income attributable to Urstadt Biddle Properties Inc.		16,071			13,792			8,378			6,690
Preferred stock dividends		(7,890	)		(6,547	)		(3,929	)		(3,274	)
Redemption of preferred stock		(4,165	)		-			(406	)		-

Total comprehensive income applicable to Common and Class A Common Stockholders	$	4,016		$	7,245		$	4,043		$	3,416

The accompanying notes to consolidated financial statements are an integral part of these statements.

Index

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

	Six Months Ended
	April 30,
	2013			2012
Cash Flows from Operating Activities:
Net income	$	14,752		$	13,882
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		8,382			8,383
Straight-line rent adjustment		(49	)		(265	)
Provisions for tenant credit losses		476			252
Restricted stock compensation expense and other adjustments		2,027			1,856
Deferred compensation arrangement		2			9
Equity in net (income)/loss of unconsolidated joint ventures		(601	)		166
Changes in operating assets and liabilities:
Tenant receivables		(1,232	)		270
Accounts payable and accrued expenses		670			667
Other assets and other liabilities, net		649			(146	)
Restricted Cash		(482	)		(1	)
Net Cash Flow Provided by Operating Activities		24,594			25,073

Cash Flows from Investing Activities:
Acquisitions of real estate investments		(14,219	)		(5,432	)
Investments in and advances to unconsolidated joint ventures		(18,003	)		(794	)
Repayment of advance to unconsolidated joint venture		13,170			-
Purchase of marketable securities available for sale		(27,863	)		-
Return of deposits on acquisitions of real estate		400			843
Deposits on acquisition of real estate investments		(414	)		(21	)
Improvements to properties and deferred charges		(2,683	)		(3,023	)
Net proceeds from the sale of property		4,475			-
Distributions to noncontrolling interests		(317	)		(171	)
Distributions from unconsolidated joint ventures		416			236
Payments received on mortgage note and other receivables		562			529
Net Cash Flow (Used in) Investing Activities		(44,476	)		(7,833	)

Cash Flows from Financing Activities:
Dividends paid -- Common and Class A Common Stock		(15,826	)		(14,354	)
Dividends paid -- Preferred Stock		(7,890	)		(6,547	)
Principal repayments on mortgage notes payable		(1,450	)		(4,990	)
Return of escrow deposit		1,286			-
Repayment of revolving credit line borrowings		(11,600	)		(27,950	)
Proceeds from revolving credit line borrowings		-			8,000
Proceeds from mortgage note payable and other loans		-			28,000
Repurchase of shares of Common Stock		(18	)		-
Sales of additional shares of Common and Class A Common Stock		123			146
Net Cash Flow (Used in) Financing Activities		(35,375	)		(17,695	)

Net (Decrease) In Cash and Cash Equivalents		(55,257	)		(455	)
Cash and Cash Equivalents at Beginning of Period		78,092			4,529

Cash and Cash Equivalents at End of Period	$	22,835		$	4,074

Supplemental Cash Flow Disclosures:
Interest Paid	$	4,041		$	4,244

The accompanying notes to consolidated financial statements are an integral part of these statements.

Index

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

(In thousands, except shares and per share data)

	7.5% Series D Preferred Stock Issued		7.5% Series D Preferred Stock Amount		7.125% Series F Preferred Stock Issued		7.125% Series F Preferred Stock Amount		Common Stock Issued			Common Stock Amount		Class A Common Stock Issued			Class A Common Stock Amount		Additional Paid In Capital			Cumulative Distributions In Excess of Net Income			Accumulated Other Comprehensive Income (loss)			Total Stockholders' Equity

Balances – October 31, 2012		2,450,000	$	61,250		5,175,000	$	129,375		8,854,465		$	89		23,460,880		$	235	$	362,777		$	(90,701	)	$	(17	)	$	463,008
Net income applicable to Common and Class A common stockholders		-		-		-		-		-			-		-			-		-			2,380						2,380
Change in unrealized gains on marketable securities		-		-		-		-		-			-		-			-		-			-			1,613			1,613
Change in unrealized losses on interest rate swap		-		-		-		-		-			-		-			-		-			-			23			23
Cash dividends paid :
Common stock ($.45 per share)		-		-		-		-		-			-		-			-		-			(4,064	)					(4,064	)
Class A common stock ($.50 per share)		-		-		-		-		-			-		-			-		-			(11,762	)					(11,762	)
Issuance of shares under dividend reinvestment plan		-		-		-		-		2,846			-		3,412			-		123			-			-			123
Shares issued under restricted stock plan		-		-		-		-		175,950			1		64,100			-		(1	)		-			-			-
Repurchase of common stock		-		-		-		-		(1,000	)		-		-			-		(18	)		-			-			(18	)
Forfeiture of restricted stock		-		-		-		-		-			-		(1,000	)		-		-			-			-			-
Restricted stock compensation and other adjustments		-		-		-		-		-			-		-			-		2,026									2,026
Adjustments to redeemable noncontrolling interests		-		-		-		-		-			-		-			-		-			(1,566	)		-			(1,566	)
Balances – April 30, 2013		2,450,000	$	61,250		5,175,000	$	129,375		9,032,261		$	90		23,527,392		$	235	$	364,907		$	(105,713	)	$	1,619		$	451,763

The accompanying notes to consolidated financial statements are an integral part of these statements.

Index

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Urstadt Biddle Properties Inc. ("Company"), a real estate investment trust (REIT), is engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the northeastern part of the United States. Non-core properties include two distribution service facilities. The Company's major tenants include supermarket chains and other retailers who sell basic necessities. At April 30, 2013, the Company owned or had equity interests in 63 properties containing a total of 5.0 million square feet of Gross Leasable Area ("GLA").

Principles of Consolidation and Use of Estimates

The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company meets certain criteria of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation" and ASC Topic 970-810 "Real Estate-General-Consolidation". The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic 970-323 "Real Estate-General-Equity Method and Joint Ventures", joint ventures that the Company does not control but otherwise exercises significant influence in, are accounted for under the equity method of accounting. See Note 6 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the six month period ended April 30, 2013 are not necessarily indicative of the results that may be expected for the year ending October 31, 2013. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended October 31, 2012.

The preparation of financial statements requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition, fair value estimates, and the collectibility of tenant and mortgage notes receivables and other assets and liabilities. Actual results could differ from these estimates. The balance sheet at October 31, 2012 has been derived from audited financial statements at that date.

Federal Income Taxes

The Company has elected to be treated as a REIT under Sections 856-860 of the Internal Revenue Code (Code). Under those sections, a REIT that, among other things, distributes at least 90% of real estate trust taxable income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable income that is distributed. The Company believes it qualifies as a REIT and intends to distribute all of its taxable income for fiscal 2013 in accordance with the provisions of the Code. Accordingly, no provision has been made for Federal income taxes in the accompanying consolidated financial statements.

The Company follows the provisions of ASC Topic 740, "Income Taxes" that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of April 30, 2013. As of April 30, 2013, the fiscal tax years 2009 through and including 2013 remain open to examination by the Internal Revenue Service. There are currently no federal tax examinations in progress.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, mortgage note receivable and tenant receivables. The Company places its cash and cash equivalents with high quality financial institutions and the balances at times could exceed federally insured limits. The Company performs ongoing credit evaluations of its tenants and may require certain tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the terminal value of a tenant's lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. The Company has no dependency upon any single tenant.

Marketable Securities

Marketable securities consist of short-term investments and marketable equity securities. Short-term investments (consisting of investments with original maturities of greater than three months when purchased) and marketable equity securities are carried at fair value. The Company has classified marketable securities as available for sale. Unrealized gains and losses on available for sale securities are recorded as other comprehensive income (loss) in Stockholders' Equity. There were no sales of marketable securities during the six and three month periods ended April 30, 2013 and 2012. In November 2012, the Company purchased approximately $27 million of REIT and preferred security investment funds with a portion of the proceeds from its completed stock sales in October of 2012. The Company plans on holding these securities until the funds are needed for investment property acquisitions or other general corporate purposes.

As of April 30, 2013 , all of the Company's marketable securities consisted of REIT Preferred Stocks and REIT and preferred security investment funds. At April 30, 2013 , the Company has recorded a net unrealized gain on available for sale securities in the amount of $1.65 million. The Company analyzes unrealized losses, if any, to determine if the unrealized losses are temporary. If and when the Company deems any unrealized losses to be other than temporary, unrealized losses will be realized and reclassified into earnings. The net unrealized gain at April 30, 2013 is detailed below (In thousands):

Description:	Fair Market Value		Cost Basis		Net Unrealized Gain/(Loss)		Gross Unrealized Gains		Gross Unrealized (Loss)

Preferred Security Investment Funds	$	29,466	$	27,863	$	1,603	$	1,603	$	-
REIT Preferred Stocks		994		947		47		47		-
Total Marketable Securities	$	30,460	$	28,810	$	1,650	$	1,650	$	-

Derivative Financial Instruments

The Company occasionally utilizes derivative financial instruments, such as interest rate swaps, to manage its exposure to fluctuations in interest rates. The Company has established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. Derivative financial instruments must be effective in reducing the Company's interest rate risk exposure in order to qualify for hedge accounting. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income for each period until the derivative instrument matures or is settled. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market with the changes in value included in net income. The Company has not entered into, and does not plan to enter into, derivative financial instruments for trading or speculative purposes. Additionally, the Company has a policy of entering into derivative contracts only with major financial institutions.

As of April 30, 2013, the Company believes it has no significant risk associated with non-performance of the financial institution, which is the counterparty to its derivative contracts. At April 30, 2013, the Company had approximately $3.7 million in secured mortgage financings subject to an interest rate swaps. Such interest rate swaps converted the LIBOR-based variable rate on the mortgage financings to a fixed annual rate of 3.95% per annum. As of April 30, 2013, the Company had accrued liabilities of $31,000 (included in accounts payable and accrued expenses on the consolidated balance sheet) relating to the fair value of the Company's interest rate swaps applicable to secured mortgages. Charges and/or credits relating to the changes in fair values of such interest rate swaps are made to other comprehensive income as the swap is deemed effective and is classified as a cash flow hedge.

Comprehensive Income

Comprehensive income is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders' equity, such as unrealized gains or losses on marketable securities and unrealized gains and losses on interest rate swaps designated as cash flow hedges. At April 30, 2013, accumulated other comprehensive income (loss) consisted of net unrealized gains on marketable securities of approximately $1.65 million and net unrealized losses on an interest rate swap agreement of $31,000. At October 31, 2012, accumulated other comprehensive income (loss) consisted of net unrealized gains on marketable securities of approximately $38,000 and net unrealized losses on an interest rate swap agreement of approximately $55,000. Unrealized gains and losses included in other comprehensive income (loss) will be reclassified into earnings as gains and losses are realized.

Asset Impairment

On a periodic basis, management assesses whether there are any indicators that the value of its real estate investments may be impaired. A property value is considered impaired when management's estimate of current and projected operating cash flows (undiscounted and without interest) of the property over its remaining useful life is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the loss is measured as the excess of the net carrying amount of the property over the fair value of the asset. Changes in estimated future cash flows due to changes in the Company's plans or market and economic conditions could result in recognition of impairment losses which could be substantial. Management does not believe that the value of any of its real estate investments is impaired at April 30, 2013.

Property Held for Sale and Discontinued Operations

The Company follows the provisions of ASC Topic 360, "Property, Plant, and Equipment," and ASC Topic 205, "Presentation of Financial Statements". ASC Topic 360 and ASC Topic 205 require, among other things, that the assets and liabilities and the results of operations of the Company's properties that have been sold or otherwise qualify as held for sale be classified as discontinued operations and presented separately in the Company's consolidated financial statements. If significant to financial statement presentation, the Company classifies properties as held for sale that are under contract for sale and are expected to be sold within the next 12 months.

Revenue Recognition

Revenues from operating leases include revenues from core properties and non-core properties. Rental income is generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term. At April 30, 2013 and October 31, 2012, approximately $13,520,000 and $13,507,000, respectively, has been recognized as straight-line rents receivable (representing the current net cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements. Percentage rent is recognized when a specific tenant's sales breakpoint is achieved. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under U.S. GAAP have been met.

The Company provides an allowance for doubtful accounts against the portion of tenant receivables (including an allowance for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable) which is estimated to be uncollectible. Such allowances are reviewed periodically. At April 30, 2013 and October 31, 2012, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $3,791,000 and $3,686,000, respectively. During the six month periods ended April 30, 2013 and 2012, the Company provided $476,000 and $252,000, respectively, for uncollectible amounts, which is recorded in the accompanying consolidated statement of income as a reduction of base rental revenue.

Real Estate

Land, buildings, property improvements, furniture/fixtures and tenant improvements are recorded at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations and/or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

The amounts to be capitalized as a result of an acquisition and the periods over which the assets are depreciated or amortized are determined based on estimates as to fair value and the allocation of various costs to the individual assets. The Company allocates the cost of an acquisition based upon the estimated fair value of the net assets acquired. The Company also estimates the fair value of intangibles related to its acquisitions. The valuation of the fair value of intangibles involves estimates related to market conditions, probability of lease renewals and the current market value of in-place leases. This market value is determined by considering factors such as the tenant's industry, location within the property and competition in the specific region in which the property operates. Differences in the amount attributed to the intangible assets can be significant based upon the assumptions made in calculating these estimates.

The Company is required to make subjective assessments as to the useful life of its properties for purposes of determining the amount of depreciation. These assessments have a direct impact on the Company's net income.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Buildings	30-40 years
Property Improvements	10-20 years
Furniture/Fixtures	3-10 years
Tenant Improvements	Shorter of lease term or their useful life

Earnings Per Share

The Company calculates basic and diluted earnings per share in accordance with the provisions of ASC Topic 260, "Earnings Per Share." Basic earnings per share ("EPS") excludes the impact of dilutive shares and is computed by dividing net income applicable to Common and Class A Common stockholders by the weighted average number of Common shares and Class A Common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common shares or Class A Common shares were exercised or converted into Common shares or Class A Common shares and then shared in the earnings of the Company. Since the cash dividends declared on the Company's Class A Common stock are higher than the dividends declared on the Common Stock, basic and diluted EPS have been calculated using the "two-class" method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to the weighted average of the dividends declared, outstanding shares per class and participation rights in undistributed earnings.

The following table sets forth the reconciliation between basic and diluted EPS (in thousands):

	Six Months Ended						Three Months Ended
	April 30,						April 30,
	2013			2012			2013			2012
Numerator
Net income applicable to common stockholders – basic	$	540		$	1,761		$	701		$	836
Effect of dilutive securities:
Restricted Stock awards		38			118			55			64
Net income applicable to common stockholders – diluted	$	578		$	1,879		$	756		$	900

Denominator
Denominator for basic EPS – weighted average common shares		7,544			7,368			7,545			7,369
Effect of dilutive securities:
Restricted stock awards		773			745			866			868
Denominator for diluted EPS – weighted average common equivalent shares		8,317			8,113			8,411			8,237

Numerator
Net income applicable to Class A common stockholders-basic	$	1,840		$	5,403		$	2,385		$	2,564
Effect of dilutive securities:
Restricted Stock awards		(38	)		(118	)		(55	)		(64	)
Net income applicable to Class A common stockholders – diluted	$	1,802		$	5,285		$	2,330		$	2,500

Denominator
Denominator for basic EPS – weighted average Class A common shares		23,120			20,553			23,121			20,554
Effect of dilutive securities:
Restricted stock awards		208			195			246			232
Denominator for diluted EPS – weighted average Class A common equivalent shares		23,328			20,748			23,367			20,786

Segment Reporting

The Company operates in one industry segment, ownership of commercial real estate properties which are located principally in the northeastern United States. The Company does not distinguish its property operations for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes.

Stock-Based Compensation

The Company accounts for its stock-based compensation plans under the provisions of ASC Topic 718, "Stock Compensation", which requires that compensation expense be recognized, based on the fair value of the stock awards less estimated forfeitures. The fair value of stock awards is equal to the fair value of the Company's stock on the grant date.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period's presentation.

New Accounting Standards

Adopted in fiscal 2013

In June 2011, the FASB issued ASU 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income." ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of shareholders' equity and requires the presentation of components of net income and components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This pronouncement became effective for the Company in the first quarter of fiscal 2013 and as a result the Company has included a separate consolidated statement of comprehensive income immediately following the consolidated statement of income as required by the ASU.

To be adopted

In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (ASC Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income." ASU 2013-02 will require the reporting of reclassifications out of accumulated other comprehensive income. The amendments in ASU 2013-02 seek to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under US GAAP to be reclassified in its entirety to net income. This pronouncement will be effective for us in the first quarter of fiscal 2014 and is not expected to have a significant impact on our consolidated financial statements.

(2) CORE PROPERTIES

In December of 2012, subsidiaries of the Company purchased two suburban office buildings ("NJ Office Buildings") located in the Company's core marketplace with a combined GLA of 23,500 square feet. The gross purchase price of the two properties was $6.5 million. The Company funded its equity with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012. In conjunction with the above acquisitions, the Company entered into a contract to purchase, from the same seller, a 109,000 square foot retail shopping center located in its core marketplace for $34.9 million. In connection with the anticipated purchase, the Company will assume a first mortgage loan encumbering the property in the approximate amount of $19.1 million. The mortgage loan bears interest at the rate of 5.68% per annum. The mortgage matures in January 2022. The remaining equity needed to complete the acquisition will be funded with proceeds from the aforementioned stock offerings completed in October 2012. The Company completed the acquisition in May of 2013.

In January and March 2013, the Company purchased six free standing net leased properties ("Net Leased Properties") located in the Company's core marketplace with a combined GLA of 20,200 square feet. The gross purchase price of the six properties was $7.8 million. The Company funded its equity with proceeds from its two stock offerings completed in October 2012.

On July 24, 2009 the state of Connecticut acquired certain areas of a property owned by two of the Company's wholly owned subsidiaries through a combination of condemnation and easement due to the re-construction of a bridge over the property and awarded the Company's subsidiaries a total of approximately $2.0 million. In December 2012, the Company received an additional $2.7 million award from the state of Connecticut for the condemnation and easement. Approximately $4.27 million of the total award represents amounts paid to the Company for easements provided to the state of Connecticut for certain areas of the property through the end of the construction period, loss of rental income and property restoration costs. The Company will continue to amortize the original $1.8 million easement and loss of rental income proceeds as an addition to income on a straight line basis evenly over the 10 year life of the easement and lost rent period and the newly awarded $2.46 million easement and loss of rental income over the remaining 6.75 year life of the easement and loss of rent income.

The Company has accounted for the condemnation portion of the award in accordance with ASC Topic 605 – Revenue Recognition, Subtopic 40 – Gains and Losses which requires the Company to record a gain or loss on the excess or deficit of the proceeds received over the estimated net book value of the condemned non-monetary asset. As a result of the transaction the company has recorded an additional gain on condemnation of approximately $213,000 which is recorded in other income on the consolidated statement of income for the six months ended April 30, 2013.

Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and building improvements), and identified intangible assets and liabilities (consisting of above-market and below-market leases and in-place leases), in accordance with ASC Topic 805, "Business Combinations". The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the property "as-if-vacant". The fair value reflects the depreciated replacement cost of the asset. In allocating purchase price to identified intangible assets and liabilities of an acquired property, the values of above-market and below-market leases are estimated based on the differences between (i) contractual rentals and the estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants and (ii) the estimated cost of acquiring such leases giving effect to the Company's history of providing tenant improvements and paying leasing commissions, offset by a vacancy period during which such space would be leased. The aggregate value of in-place leases is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property "as-if-vacant," determined as set forth above.

The Company is currently in the process of evaluating the fair value of the in-place leases for the NJ Office Buildings and Net Leased Properties. Consequently, no value has yet been assigned to those leases and the purchase price allocation is preliminary and may be subject to change. In fiscal 2013, the Company completed evaluating the fair value of the in-place leases for UB Orangeburg, LLC ("Orangeburg") (see note 5), acquired in fiscal 2012 and has concluded that no value needs to be assigned to those leases.

For the six months ended April 30, 2013 and 2012 the net amortization of above-market and below-market leases was approximately $238,000 and $151,000, respectively, which amounts are included in base rents in the accompanying consolidated statements of income.

(3) MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS

The Company has an $80 million Unsecured Revolving Credit Facility (the "Facility") with a syndicate of four banks led by The Bank of New York Mellon, as administrative agent. The syndicate also includes Wells Fargo Bank N.A. (syndication agent), Bank of Montreal and Regions Bank (co-documentation agents). The Facility gives the Company the option, under certain conditions, to increase the Facility's borrowing capacity up to $125 million. The maturity date of the Facility is September 21, 2016 with a one-year extension at the Company's option. Borrowings under the Facility can be used for, among other things, acquisitions, working capital, capital expenditures, and repayment of other indebtedness and the issuance of letters of credit (up to $10 million). Borrowings will bear interest at the Company's option of Eurodollar rate plus 1.5% to 2.0% or The Bank of New York Mellon's prime lending rate plus 0.50% based on consolidated indebtedness, as defined. The Company will pay an annual fee on the unused commitment amount of up to 0.25% to 0.35% based on outstanding borrowings during the year. The Facility contains certain representations, financial and other covenants typical for this type of facility. The Company's ability to borrow under the Facility is subject to its compliance with the covenants and other restrictions on an ongoing basis. The principal financial covenants limit the Company's level of secured and unsecured indebtedness and additionally require the Company to maintain certain debt coverage ratios. The Company was in compliance with such covenants at April 30, 2013.

In January 2013, the Company repaid $11.6 million on the Facility and as of April 30, 2013 there are no amounts borrowed on the Facility.

(4) REDEEMABLE PREFERRED STOCK

The Company is authorized to issue up to 50,000,000 shares of Preferred Stock (See note 7). At April 30, 2013, the Company had issued and outstanding 224,027 shares of Series C Senior Cumulative Preferred Stock (Series C Preferred Stock), 2,450,000 shares of Series D Senior Cumulative Preferred Stock (Series D Preferred Stock) (see Note 7) and 5,175,000 shares of Series F Cumulative Preferred Stock (Series F Preferred Stock) (see note 7).

On April 25, 2013, the Company called for redemption on May 29, 2013 all of its 224,027 outstanding shares of Series C Preferred Stock at a redemption price equal to the liquidation preference per share, plus all accrued and unpaid dividends. As a result, the Company has reclassified the $22.3 million net book value of the Series C Preferred Stock as a liability (from Redeemable Preferred Stock) at April 30, 2013. The difference between the redemption amount and the net book value of the Series C Preferred Stock is being accreted from the date the redemption became probable through the redemption date on May 29, 2013. As a result the Company included $824,000 and $406,000 as a reduction of income available to Common and Class A Common shareholders in the accompanying consolidated statement of income for the six month and three month period ended April 30, 2013, respectively.

The Series C Preferred Stock contains covenants that require the Company to maintain certain financial coverages relating to fixed charge and capitalization ratios. The Company was in compliance with such covenants at April 30, 2013.

On November 21, 2012, the Company redeemed all of its 2,400,000 shares of Series E Senior Cumulative Preferred Stock at a make-whole price of $25.77 per share (liquidation value $25.00 per share). As a result, the Company has included the $1,848,000 difference between the make-whole price of $25.77 per share and the liquidation value of $25 per share as a reduction of income available to Common and Class A Common shareholders in the accompanying consolidated statement of income for the six month period ended April 30, 2013. The remaining difference between the liquidation value and the net book value of the Series E Preferred Stock in the amount of $1,492,000 is recorded as a reduction of income available to Common and Class A Common shareholders in the accompanying consolidated statement of income for the six months ended April 30, 2013.

(5) CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS .

The Company has an investment in two joint ventures, UB Ironbound, LP ("Ironbound") and Orangeburg, each of which owns a commercial retail real estate property. The Company has evaluated its investment in these two joint ventures and has concluded that both ventures are not Variable Interest Entities ("VIE or VIEs"), however both joint venture investments meet certain criteria of a sole general partner (or limited liability member) in accordance with ASC Topic 970-810 "Real Estate-Consolidation". The Company has determined that such joint ventures are fully controlled by the Company and that the presumption of control is not offset by any rights of any of the limited partners or non-controlling members in either venture and that both joint ventures should be consolidated into the consolidated financial statements of the Company. The Company's investment in both consolidated joint ventures is more fully described below:

Ironbound (Ferry Plaza)

The Company, through a wholly-owned subsidiary, is the general partner and owns 84% of one consolidated limited partnership, Ironbound, which owns a grocery anchored shopping center.

The Ironbound limited partnership has a defined termination date of December 31, 2097. The partners in Ironbound are entitled to receive an annual cash preference payable from available cash of the partnership. Any unpaid preferences accumulate and are paid from future cash, if any. The balance of available cash, if any, is distributed in accordance with the respective partner's interests. The limited partners in Ironbound currently have the right to require the Company to repurchase all or a portion of their remaining limited partner interests at prices as defined in the Ironbound partnership agreement. Upon liquidation of Ironbound, proceeds from the sale of partnership assets are to be distributed in accordance with the respective partnership interests. The limited partners are not obligated to make any additional capital contributions to the partnership. The Company retains an affiliate of one of the limited partners in Ironbound to provide management and leasing services to the property at an annual fee equal to two percent of rental income collected, as defined.

Orangeburg

The Company, through a wholly-owned subsidiary, is the managing member and owns an approximate 2% interest in Orangeburg, which owns a grocery anchored shopping center.

Orangeburg acquired, by contribution, a 74,000 square foot shopping center in Orangeburg, New York, at its estimated fair value of $16.0 million and the assumption of an existing first mortgage loan on the property at its estimated fair value of $7.4 million which bears interest at a fixed rate of 2.78%. The Company's net investment in Orangeburg amounted to $186,000. The other member (non-managing) of Orangeburg is the prior owner of the contributed property who, in exchange for contributing the net assets of the property, received units of Orangeburg equal to the value of the contributed property less the value of the assigned first mortgage payable. The Orangeburg operating agreement provides for the non-managing member to receive an annual cash distribution equal to the regular quarterly cash distribution declared by the Company for one share of the Company's Class A Common stock, which amount is attributable to each unit of Orangeburg ownership. The annual cash distribution will be paid from available cash, as defined, of Orangeburg. If there is an available cash shortfall, the managing member must contribute or loan additional capital to fund the non-managing member's required cash distribution. The balance of available cash, if any, is fully distributable to the Company. Upon liquidation, proceeds from the sale of Orangeburg assets are to be distributed in accordance with operating agreement. The non-managing member is not obligated to make any additional capital contributions to the partnership. Orangeburg has a defined termination date of December 31, 2097.

The Company accounts for non-controlling interests in accordance with ASC Topic 810, "Consolidation" . Because the limited partners or non-controlling members in both Ironbound and Orangeburg have the right to require the Company to redeem all or a part of their limited partnership or limited liability company units at prices as defined in the governing agreements, the Company reports the noncontrolling interests in both consolidated joint ventures in the mezzanine section, outside of permanent equity, of the consolidated balance sheets at redemption value which approximates fair value. For the six month period ended April 30 , 2013 and 2012 , the Company increased the carrying value of the non-controlling interests by $1,566,000 and $60,000, respectively, with the corresponding adjustment recorded in stockholders' equity.

The following table sets forth the details of the Company's redeemable non-controlling interests at April 30, 2013 and October 31, 2012: (amounts in thousands)

	April 30, 2013		October 31, 2012

Beginning Balance	$	11,421	$	2,824
Initial Orangeburg noncontrolling Interests		-		8,724
Change in Redemption Value		1,566		(127	)

Ending Balance	$	12,987	$	11,421

(6) INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

At April 30, 2013 and October 31, 2012 investments in and advances to unconsolidated joint ventures consisted of the following (with the Company's ownership percentage in parentheses): (amounts in thousands)

	April 30, 2013		October 31, 2012


Chestnut Ridge and Plaza 59 Shopping Centers (50.0% in 2013 and 0% in 2012)	$	18,168	$	-
Putnam Plaza Shopping Center (66.67%)		6,673		6,820
Midway Shopping Center, L.P. (11.642%)		5,845		19,165
81 Pondfield Road Company (20%)		723		723
Total	$	31,409	$	26,708

Midway Shopping Center, L.P.

The Company, through a wholly owned subsidiary, owns an 11.642% equity interest in Midway Shopping Center L.P. ("Midway"), which owns a 247,000 square foot shopping center in Westchester County, New York. In addition, the Company loaned Midway, in the form of an unsecured note, approximately $13.2 million. The loan to Midway by the Company required monthly payments to the Company of interest only at 5.75% per annum. The loan matured on January 1, 2013 and was repaid. The Company has evaluated its investment in Midway and has concluded that the venture is not a VIE and should not be consolidated into the financial statements of the Company. Although the Company only has an approximate 12% equity interest in Midway, it controls 25% of the voting power of Midway and as such has determined that it exercises significant influence over the financial and operating decisions of Midway and accounts for its investment in Midway under the equity method of accounting. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.

The Company has allocated the $7.4 million excess of the carrying amount of its investment in and advances to Midway over the Company's share of Midway's net book value to real property and is amortizing the difference over the property's estimated useful life of 39 years.

Midway currently has a non-recourse first mortgage payable in the amount of $32 million. The loan requires payments of principal and interest at the rate of 4.80% per annum and will mature in 2027.

Chestnut Ridge and Plaza 59 Shopping Centers

In December 2012, the Company, through two wholly owned subsidiaries, purchased a 50% undivided equity interest in the Chestnut Ridge Shopping Center located in Montvale, New Jersey ("Chestnut") and the Plaza 59 Shopping Center located in Spring Valley, New York ("Plaza 59") for a combined investment of approximately $18 million. The Company accounts for its investment in Chestnut and Plaza 59 under the equity method of accounting since it exercises significant influence, but does not control the ventures. The other venturer in both properties has substantial participation rights in the financial decisions and operation of the property, which preclude the Company from consolidating the investment. The Company has evaluated its investment in the two properties and has concluded that the ventures are not VIEs. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.

Putnam Plaza Shopping Center

The Company, through a wholly owned subsidiary, owns a 66.67% undivided equity interest in the Putnam Plaza Shopping Center ("Putnam Plaza"). The Company accounts for its investment in the Putnam Plaza joint venture under the equity method of accounting since it exercises significant influence, but does not control the venture. The other venturer in Putnam Plaza has substantial participation rights in the financial decisions and operation of the property, which preclude the Company from consolidating the investment. The Company has evaluated its investment in Putnam Plaza and has concluded that the venture is not a VIE. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.

Putnam Plaza has a first mortgage payable in the amount of $21 million. The mortgage requires monthly payments of principal and interest at a fixed rate of 4.17% and will mature in 2019.

81 Pondfield Road Company

The Company's other investment in an unconsolidated joint venture is a 20% economic interest in a partnership which owns a retail and office building in Westchester County, New York.

(7) STOCKHOLDERS' EQUITY

On March 21, 2013 the stockholders of the Company approved an amendment to the Company's Charter to increase the number of authorized shares of stock from 100,000,000 to 200,000,000. As amended, the total number of shares of authorized stock will consist of 100,000,000 shares of Class A Common Stock, 30,000,000 shares of Common Stock, 50,000,000 shares of Preferred Stock, and 20,000,000 shares of Excess Stock.

Restricted Stock Plan

On March 21, 2013, the stockholders of the Company approved an amendment to the Company's restricted stock plan (the "Plan") to provide for an additional 600,000 Common Shares or Class A Common shares to be available for issuance under the Plan. As amended, the Plan authorizes grants of up to an aggregate of 3,750,000 shares of the Company's common equity consisting of 350,000 Common shares, 350,000 Class A Common shares and 3,050,000 shares, which at the discretion of the Company's compensation committee, may be awarded in any combination of Class A Common shares or Common shares.

In accordance with ASC Topic 718, the Company recognized compensation expense for restricted stock awards upon the earlier of the explicit vesting period or the date a participant first becomes eligible for retirement unless a waiver was received by an employee over the retirement age, waving his right to continued vesting after retirement. For non-vested restricted stock awards granted prior to the adoption of ASC Topic 718 in 2005, the Company continues to recognize compensation expense over the explicit vesting periods and accelerates any remaining unrecognized compensation cost when a participant actually retires.

In January 2013, the Company awarded 175,950 shares of Common Stock and 64,100 shares of Class A Common Stock to participants in the Plan. The grant date fair value of restricted stock grants awarded to participants in 2013 was approximately $4.5 million.

A summary of the status of the Company's non-vested Common and Class A Common shares as of April 30, 2013, and changes during the six months ended April 30, 2013 are presented below:

	Common Shares					Class A Common Shares
Non-vested Shares	Shares			Weighted-Average Grant-Date Fair Value		Shares			Weighted-Average Grant-Date Fair Value
Non-vested at November 1, 2012		1,473,400		$	15.33		399,900		$	16.62
Granted		175,950		$	18.30		64,100		$	19.74
Vested		(169,650	)	$	14.87		(58,850	)	$	18.08
Forfeited		-			-		(1,000	)	$	19.05
Non-vested at April 30, 2013		1,479,700		$	15.88		404,150		$	17.39

As of April 30, 2013 , there was $15.1 million of unamortized restricted stock compensation related to non-vested restricted stock grants awarded under the Plan. The remaining unamortized expense is expected to be recognized over a weighted average period of 5.0 years. For the six and three months ended April 30, 2013 amounts charged to compensation expense totaled $1,993,000 and $1,006,000, respectively. For the six and three months ended April 30, 2012 amounts charged to compensation expense totaled $1,868,000 and $957,000, respectively.

Share Repurchase Program

Previously, the Board of Directors of the Company approved a share repurchase program ("Program") for the repurchase of up to 1,500,000 shares of Common Stock and Class A Common Stock and the Company's Series C and Series D Senior Cumulative Preferred Stock in open-market transactions. As of April 30, 2013 , the Company had repurchased 4,600 shares of Common Stock and 724,578 shares of Class A Common Stock under the Program.

Preferred Stock

The Series D Preferred Stock is non-voting, has no maturity and is not convertible into any other security of the Company and is redeemable at the Company's option at a price of $25.00 per share plus accrued and unpaid dividends.

The Series F Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option on or after October 24, 2017. The holders of our Series F Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series F Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series F Preferred Stock, together with all of the Company's other series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series F Preferred Stock will have the right to convert all or part of the shares of Series F Preferred Stock held by such holders on the applicable conversion date into a number of the Company's shares of Class A common stock.

(8) FAIR VALUE MEASUREMENTS

ASC Topic 820, "Fair Value Measurements and Disclosures" defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.

ASC Topic 820's valuation techniques are based on observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair value hierarchy:

·	Level 1- Quoted prices for identical instruments in active markets

·	Level 2- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant value drivers are observable

·	Level 3- Valuations derived from valuation techniques in which significant value drivers are unobservable

Marketable debt and equity securities are valued based on quoted market prices on national exchanges.

The Company calculates the fair value of the redeemable noncontrolling interests based on either quoted market prices on national exchanges or unobservable inputs considering the assumptions that market participants would make in pricing the obligations. The inputs used include an estimate of the fair value of the cash flow generated by the limited partnership in which the investor owns the partnership units.

The fair values of interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the swaps, including the period to maturity, and uses observable market-based inputs; including interest rate curves ("significant other observable inputs.") The fair value calculation also includes an amount for risk of non-performance using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded, as of October 31, 2012 and April 30, 2013, that the fair value associated with the "significant unobservable inputs" relating to the Company's risk of non-performance was insignificant to the overall fair value of the interest rate swap agreements and, as a result, the Company has determined that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon "significant other observable inputs".

The Company measures its redeemable noncontrolling interests, marketable equity and debt securities classified as available for sale securities and interest rate swap derivative at fair value on a recurring basis. The fair value of these financial assets and liabilities was determined using the following inputs (amount in thousands):

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
April 30, 2013

Assets:
Available for Sale Securities	$	30,460	$	30,460	$	-	$	-

Liabilities:
Interest Rate Swap Agreement	$	31	$	-	$	31	$	-

Redeemable noncontrolling interests	$	12,987	$	10,093	$	-	$	2,894

October 31, 2012

Assets:
Available for Sale Securities	$	994	$	994	$	-	$	-

Liabilities:
Interest Rate Swap Agreement	$	55	$	-	$	55	$	-

Redeemable noncontrolling interests	$	11,421	$	8,584	$	-	$	2,837

Fair market value measurements based upon Level 3 inputs changed from $2,824 at November 1, 2011 to $2,837 at October 31 , 2012 as a result of a $13 increase in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810. Fair market value measurements based upon Level 3 inputs changed from $2,837 at November 1, 2012 to $2,894 at April 30, 2013 as a result of a $57 increase in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810 (See note 5).

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, restricted cash, tenant and mortgage receivables, prepaid expenses, other assets, accounts payable, accrued expenses, revolving lines of credit and other liabilities are reasonable estimates of their fair values because of the short-term nature of these instruments.

The estimated fair value of mortgage notes payable and other loans was approximately $137.5 million at April 30, 2013 and $139 million at October 31, 2012. The estimated fair value of mortgage notes payable and other loans is based on discounting the future cash flows at a year-end risk adjusted borrowing rate currently available to the Company for issuance of debt with similar terms and remaining maturities.

Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

(9) COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, the Company is involved in legal actions relating to the ownership and operations of its properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company. At April 30, 2013, the Company had commitments of approximately $3.9 million for capital improvements to its properties and tenant related obligations.

(10) SUBSEQUENT EVENTS

In May 2013, the Company, through a wholly owned subsidiary, completed the purchase of two retail properties, located in Greenwich, Ct., for a purchase price of $18.0 million, subject to an existing first mortgage secured by the properties in the approximate amount of $7.7 million. The first mortgage payable requires monthly payments of principal and interest at a fixed rate of 6.76% per annum. The Company financed its remaining equity in the property from available cash remaining from the stock offerings completed in October 2012.

In May 2013, the Company sold a portion of the Company's marketable security investments. The shares sold represented the entire REIT Preferred Security and Investment Funds. In conjunction with this sale the Company realized a gain on sale of marketable securities of approximately $1.6 million, which will be reclassified out of accumulated other comprehensive income and recorded in the consolidated statement of income for the three and nine months ended July 31, 2013.

On June 6, 2013, the Board of Directors of the Company declared cash dividends of $0.225 for each share of Common Stock and $0.25 for each share of Class A Common Stock. The dividends are payable on July 19, 2013.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements of the Company and the notes thereto included elsewhere in this report.

Forward Looking Statements

This Item 2 includes certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this Item 2 that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), business strategies, expansion and growth of the Company's operations and other such matters, are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate. Such statements are subject to a number of assumptions, risks and uncertainties including, among other things, general economic and business conditions, the business opportunities that may be presented to and pursued by the Company, changes in laws or regulations and other factors, many of which are beyond the control of the Company. For a more detailed discussion of some of these factors, see the risk factors set forth in "Item 1A Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2012. Any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those anticipated in the forward-looking statements.

Executive Summary

The Company, a REIT, is a fully integrated, self-administered real estate company, engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the northeastern part of the United States. Other real estate assets include office and industrial properties. The Company's major tenants include supermarket chains and other retailers who sell basic necessities. At April 30, 2013, the Company owned or had equity interests in 63 properties containing a total of 5.0 million square feet of GLA of which 92.2% was leased. The Company has equity interests in five unconsolidated joint ventures at April 30, 2013. Those joint ventures are approximately 96.0% leased. The Company has paid quarterly dividends to its shareholders continuously since its founding in 1969 and has increased the level of dividend payments to its shareholders for 19 consecutive years.

The Company derives substantially all of its revenues from rents and operating expense reimbursements received pursuant to long-term leases and focuses its investment activities on community and neighborhood shopping centers, anchored principally by regional supermarket chains. The Company believes, because of the need of consumers to purchase food and other staple goods and services generally available at supermarket-anchored shopping centers, that the nature of its investments provide for relatively stable revenue flows even during difficult economic times. The Company is experiencing and, in the remainder of fiscal 2013, expects that it may continue to experience a higher level of vacancies, relative to the Company's historical norm, at some of its shopping centers and a lengthening in the time required for re-leasing of vacant space, as the current economic downturn continues to negatively affect retail companies. However, the Company believes it is well positioned to weather any difficulties it might encounter. The Company currently has 370,000 square feet of vacant space in its core property portfolio. Of this vacant space, 198,000 square feet, or 53% of the Company's vacant space, is located in five properties that have been more difficult to lease or are in various stages of redevelopment. Management is confident that the strategy it has in place for each of these five properties will allow the vacant spaces to be leased and the properties to operate more efficiently within the next twelve to twenty-four months. Of the 198,000 square feet vacant in these five properties, the Company:

·	Has 84,700 square feet of leases ready to be executed (23% of the Company's vacant space)

·	Is currently in negotiations on new leases for approximately 22,000 square feet (6% of the Company's total vacant space)

If all of these leases are executed our leased rate will increase by approximately 2.7%. Income from such leases should accrue to our earnings sometime in fiscal 2013 or fiscal 2014. The Company has a strong capital structure with only $3.2 million in secured debt maturing in the next 12 months. Consistent with its business strategy, the Company expects to continue to explore acquisition opportunities that may arise.

Primarily as a result of property acquisitions in fiscal 2012 and 2013, the Company's financial data shows increases in total revenues and expenses for the six month period ended April 30, 2013 when compared to the corresponding period of the prior year.

The Company focuses on increasing cash flow, and consequently the value of its properties, and seeks continued growth through strategic re-leasing, renovations and expansion of its existing properties and selective acquisition of income producing properties, primarily neighborhood and community shopping centers in the northeastern part of the United States.

Key elements of the Company's growth strategies and operating policies are to:

§	Acquire neighborhood and community shopping centers in the northeastern part of the United States with a concentration in Fairfield County, Connecticut; Westchester and Putnam Counties, New York; and Bergen County, New Jersey

§	Hold core properties for long-term investment and enhance their value through regular maintenance, periodic renovation and capital improvement

§	Selectively dispose of non-core and underperforming properties and re-deploy the proceeds into properties located in the northeast region

§	Increase property values by aggressively marketing available GLA and renewing existing leases

§	Renovate, reconfigure or expand existing properties to meet the needs of existing or new tenants

§	Negotiate and sign leases that provide for regular or fixed contractual increases to minimum rents

§	Control property operating and administrative costs

Critical Accounting Policies

Critical accounting policies are those that are both important to the presentation of the Company's financial condition and results of operations and require management's most difficult, complex or subjective judgments. Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements. This summary should be read in conjunction with the more complete discussion of the Company's accounting policies included in Note 1 to the consolidated financial statements of the Company for the year ended October 31, 2012 included in the Company's Annual Report on Form 10-K for that year.

Revenue Recognition

Revenues from operating leases include revenues from core properties and non-core properties. Rental income is generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term. Percentage rent is recognized when a specific tenant's sales breakpoint is achieved. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under U.S. GAAP have been met.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is established based on a quarterly analysis of the risk of loss on specific accounts. The analysis places particular emphasis on past-due accounts and considers information such as the nature and age of the receivables, the payment history of the tenants or other debtors, the financial condition of the tenants and any guarantors and management's assessment of their ability to meet their lease obligations, the basis for any disputes and the status of related negotiations, among other things. Management's estimates of the required allowance is subject to revision as these factors change and is sensitive to the effects of economic and market conditions on tenants, particularly those at retail properties. Estimates are used to establish reimbursements from tenants for common area maintenance, real estate tax and insurance costs. The Company analyzes the balance of its estimated accounts receivable for real estate taxes, common area maintenance and insurance for each of its properties by comparing actual recoveries versus actual expenses and any actual write-offs. Based on its analysis, the Company may record an additional amount in its allowance for doubtful accounts related to these items. For the six month period ended April 30, 2013 and 2012, the Company increased its allowance for doubtful accounts by $476,000 and $252,000, respectively. It is also the Company's policy to maintain an allowance of approximately 10% of the deferred straight-line rents receivable balance for future tenant credit losses.

Real Estate

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Buildings	30-40 years
Property Improvements	10-20 years
Furniture/Fixtures	3-10 years
Tenant Improvements	Shorter of lease term or their useful life

Asset Impairment

Liquidity and Capital Resources

In October 2012, the Company completed two equity offerings and raised approximately $173 million in capital. Through April 30, 2013, the Company has used a portion of those proceeds as detailed below:

·	$16.3 million to repay outstanding variable rate and fixed rate mortgage debt that matured

·	$18 million in connection with the repurchase of a portion of the Company's Series C Senior Cumulative Preferred Stock

·	$63 million for the redemption of all of its outstanding Series E Senior Cumulative Preferred Stock

·	$32 million to purchase income producing commercial real estate

From the period from April 30, 2013 through the issuance of this report the Company has used additional amounts of the proceeds from the equity offerings as detailed below:

·	$22.6 million to redeem all remaining shares of the Company's Series C Senior Cumulative Preferred Stock

·	$25.7 million to purchase income producing commercial real estate

See Notes 2, 6 and 10 included in the Company's financial statements included in Item 1 for more information.

At April 30, 2013 , the Company had unrestricted cash and cash equivalents of $22.8 million compared to $78.1 million at October 31, 2012. The Company's sources of liquidity and capital resources include its cash and cash equivalents, proceeds from bank borrowings and long-term mortgage debt, capital financings and sales of real estate investments. Payments of expenses related to real estate operations, debt service, management and professional fees, and dividend requirements place demands on the Company's short-term liquidity. In addition, the Company has invested a portion of the equity offering proceeds in marketable securities which are valued at $30.5 million as of April 30, 2013. Subsequent to April 30, 2013 the Company sold the marketable securities and realized a gain on sale of approximately $1.6 million. The proceeds from the redemption were used to purchase income producing commercial real estate.

As discussed above, the Company maintains a very conservative capital structure with low leverage levels by commercial real estate standards. As a result of this low leverage level, the Company has been able to avoid the balance sheet recapitalizations that many other commercial real estate companies have had to undertake during the recent down-turn in the economy. The Company maintains a ratio of total debt to total assets below 22% and a very strong fixed charge coverage ratio of 2.2 to 1, which we believe will allow the Company to obtain additional financing if necessary. The Company has $3.2 million of fixed rate debt coming due in fiscal 2013, which it plans to repay with available cash or borrowings on its line of credit.

At April 30, 2013, the Company had loan availability of $80 million on its revolving line of credit.

The Company is currently experiencing a reduction of rental revenues at some of the Company's properties because of tenant vacancies. Until these vacancies are re-leased and new tenants begin to pay rent, the Company's cash flow will continue to be negatively affected. Although the Company does not anticipate having to reduce its dividend on common stock, and has no plans to do so, a further significant decline in rental revenue, without a corresponding reduction in expenses, could lead the Company to conclude that it should reduce its common stock dividend until the dividend payout ratio returns to more conservative levels.

The Company believes that it has access to the capital markets to raise additional growth capital if it so chooses.

Cash Flows

The Company expects to meet its short-term liquidity requirements primarily by generating net cash from the operations of its properties. The Company believes that its net cash provided by operations will be sufficient to fund its short-term liquidity requirements for the balance of fiscal 2013 and to meet its dividend requirements necessary to maintain its REIT status.

The Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows which are expected to increase over time due to property acquisitions and growth in operating income in the existing portfolio and from other sources. The Company derives substantially all of its revenues from rents under existing leases at its properties. The Company's operating cash flow therefore depends on the rents that it is able to charge to its tenants, and the ability of its tenants t o make rental payments. The Company believes that the nature of the properties in which it typically invests ― primarily grocery-anchored neighborhood and community shopping centers ― provides a more stable revenue flow in uncertain economic times, in that consumers still need to purchase basic staples and convenience items. However, even in the geographic areas in which the Company owns properties, general economic downturns may adversely impact the ability of the Company's tenants to make lease payments and the Company's ability to re-lease space as leases expire. In either of these cases, the Company's cash flow could be adversely affected.

Net Cash Flows from:

Operating Activities

Net cash flows provided by operating activities amounted to $24.6 million in the six months ended April 30, 2013 compared to $25.1 million in the comparable period of fiscal 2012. Changes in operating cash flows in the first six months of fiscal 2013 when compared with the corresponding prior period was due primarily to an increase in net operating income from acquisitions the Company completed in fiscal 2012 and the first half of fiscal 2013 offset by an increase in tenant receivables.

Investing Activities

Net cash flows used by investing activities amounted to $44.5 million in the first six months of fiscal 2013 compared to $7.8 million in the comparable period of fiscal 2012. The net increase in cash flows used by investing activities in fiscal 2013 when compared to the corresponding prior period was the result of purchasing 8 properties and acquiring an equity interest in two other unconsolidated joint ventures in the combined amount of $ 32.4 million compared with the purchase of one property for $5.4 million in the first six months of fiscal 2012. In addition, the Company purchased $28 million in marketable securities in the first half of fiscal 2013 and none in the first half of fiscal 2012. Both of these cash uses were partially offset by the repayment of a $13 million loan made by the Company in a prior year to one of its unconsolidated joint ventures and cash proceeds of $4.5 million from the sale of one of the Company's properties.

The Company invests in its properties and regularly pays for capital expenditures for property improvements, tenant costs and leasing commissions.

Financing Activities

Net cash flows used by financing activities amounted to $35.4 million in the first six months of fiscal 2013 compared with $17.7 million in the comparable period of fiscal 2012. The increase in net cash used by financing activities in the first six months of fiscal 2013 compared to the corresponding period of fiscal 2012 was attributable predominantly to the Company placing a $28 million mortgage on one property in the first six months of fiscal 2012 with no corresponding new mortgage transaction in the first six months of this year, an increase in the annualized dividend rate in fiscal 2013 on the Company's outstanding Class A Common stock of $0.01 per share, and the payment of dividends on a new series of preferred stock and an additional 2.5 million Class A Common shares issued in October 2012. This increase was offset by the Company repaying a mortgage in the first six months of fiscal 2012 without a corresponding repayment transaction in the first six months of fiscal 2013.

Capital Resources

The Company expects to fund its long-term liquidity requirements such as property acquisitions, repayment of indebtedness and capital expenditures through other long-term indebtedness (including indebtedness assumed in acquisitions), borrowings on its unsecured and secured credit facilities, proceeds from sales of properties and/or the issuance of equity securities. The Company believes that these sources of capital will continue to be available to it in the future to fund its long-term capital needs; however, there are certain factors that may have a material adverse effect on its access to capital sources. The Company's ability to incur additional debt is dependent upon its existing leverage, the value of its unencumbered assets and borrowing limitations imposed by existing lenders. The Company's ability to raise funds through sales of equity securities is dependent on, among other things, general market conditions for REITs, market perceptions about the Company and its stock price in the market. The Company's ability to sell properties in the future to raise cash will be dependent upon market conditions at the time of sale.

Financings and Debt

The Company is exposed to interest rate risk primarily through its borrowing activities. There is inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company's future financing requirements. Mortgage notes payable and other loans of $141.8 million consists entirely of fixed rate mortgage loan indebtedness with a weighted average interest rate of 5.62% at April 30, 2013 . The mortgage loans with fixed interest rates are secured by 12 properties with a net book value of $217 million and have fixed rates of interest ranging from 2.8% to 11.3%. The Company made principal payments of $1.45 million in the six months ended April, 2013 compared to $5.0 million in the comparable period of fiscal 2012 which included the repayment of a mortgage when it matured. The Company may refinance its mortgage loans, at or prior to scheduled maturity, through replacement mortgage loans. The ability to do so, however, is dependent upon various factors, including the income level of the properties, interest rates and credit conditions within the commercial real estate market. Accordingly, there can be no assurance that such refinancings can be achieved.

As of April 30, 2013, $80 million is available to be drawn on the Company's revolving credit facility.

Off-Balance Sheet Arrangements

The Company has five off-balance sheet investments in real estate property including a 66.67% equity interest in the Putnam Plaza shopping center, an 11.642% equity interest in the Midway Shopping Center L.P., a 50% equity interest in the Chestnut Ridge Shopping Center ("Chestnut") and Plaza 59 Shopping Centers ("Plaza 59") and a 20% economic interest in a partnership that owns a retail real estate investment. These unconsolidated joint ventures are accounted for under the equity method of accounting as we have the ability to exercise significant influence over, but not control, the operating and financial decisions of these investments. Our off-balance sheet arrangements are more fully discussed in Note 6, "Investments in and Advances to Unconsolidated Joint Ventures" in the accompanying financial statements.

Capital Expenditures

The Company invests in its existing properties and regularly incurs capital expenditures in the ordinary course of business to maintain its properties. The Company believes that such expenditures enhance the competitiveness of its properties. In the six months ended April 30, 2013, the Company paid approximately $2.7 million for property improvements, tenant improvements and leasing commission costs (approximately $2.3 million representing recurring property improvements and approximately $362,000 related to new tenant space improvements and leasing costs). The amounts of these expenditures can vary significantly depending on tenant negotiations, market conditions and rental rates. The Company expects to incur approximately $3.9 million predominantly for anticipated capital improvements and leasing costs related to new tenant leases during the balance of fiscal 2013. These expenditures are expected to be funded from operating cash flows, bank borrowings or other financing sources.

Acquisitions and Significant Property Transactions

In December 2012, subsidiaries of the Company purchased two suburban office buildings ("NJ Office Buildings") located in the Company's core marketplace with a combined GLA of 23,500 square feet. The gross purchase price of the two properties was $6.5 million. The Company funded its equity with proceeds from its two stock offerings completed in October 2012. In conjunction with the above acquisitions, the Company entered into a contract to purchase, from the same seller, a 109,000 square foot retail shopping center located in its core marketplace for $34.9 million. In connection with the anticipated purchase, the Company agreed to assume a first mortgage loan encumbering the property in the approximate amount of $19.1 million. The Company completed the acquisition in May of 2013.

In December 2012, the Company, through two wholly owned subsidiaries, purchased a 50% undivided equity interest in Chestnut Ridge located in Montvale, New Jersey and Plaza 59 located in Spring Valley, New York for a combined investment of approximately $18 million. The Company accounts for its investment in Chestnut and Plaza 59 under the equity method of accounting since it exercises significant influence, but does not control the ventures. The Company funded its equity with proceeds from its two stock offerings completed in October 2012.

Non-Core Properties

In a prior year, the Company's Board of Directors expanded and refined the strategic objectives of the Company to refocus its real estate portfolio into one of self-managed retail properties located in the northeast and authorized the sale of the Company's non-core properties in the normal course of business over a period of several years. The Company's current non-core properties consist of two distribution service facilities (both of which are located outside of the northeast region of the United States).

The Company will consider selling these two remaining non-core properties as opportunities become available. The Company's ability to generate cash from asset sales is dependent upon market conditions and will be limited if market conditions make such sales unattractive. At April 30, 2013 , the two remaining non-core properties have a net book value of approximately $536,000.

Funds from Operations

The Company considers Funds from Operations ("FFO") to be an additional measure of an equity REIT's operating performance. The Company reports FFO in addition to its net income applicable to common stockholders and net cash provided by operating activities. Management has adopted the definition suggested by The National Association of Real Estate Investment Trusts ("NAREIT") and defines FFO to mean net income (computed in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP")) excluding gains or losses from sales of property, plus real estate related depreciation and amortization and after adjustments for unconsolidated joint ventures.

Management considers FFO a meaningful, additional measure of operating performance because it primarily excludes the assumption that the value of its real estate assets diminishes predictably over time and industry analysts have accepted it as a performance measure. FFO is presented to assist investors in analyzing the performance of the Company. It is helpful as it excludes various items included in net income that are not indicative of the Company's operating performance, such as gains (or losses) from sales of property and deprecation and amortization.

However, FFO:

§	does not represent cash flows from operating activities in accordance with U.S. GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income); and

§	should not be considered an alternative to net income as an indication of the Company's performance.

FFO as defined by us may not be comparable to similarly titled items reported by other real estate investment trusts due to possible differences in the application of the NAREIT definition used by such REITs. The table below provides a reconciliation of net income (loss) applicable to Common and Class A Common Stockholders in accordance with U.S. GAAP to FFO for each of the three and six months ended April 30, 2013 and 2012 (amounts in thousands).

	Six Months Ended April 30 ,						Three Months Ended April 30 ,

	2013			2012			2013			2012
Net Income Applicable to Common and Class A Common Stockholders	$	2,380		$	7,164		$	3,086		$	3,400

Real property depreciation		6,507			6,509			3,279			3,282
Amortization of tenant improvements and allowances		1,612			1,595			812			748
Amortization of deferred leasing costs		229			251			117			128
Depreciation and amortization on unconsolidated joint ventures		450			627			262			357
Loss on sale of asset		175			-			96			-
Funds from Operations Applicable to Common and Class A Common Stockholders	$	11,353		$	16,146		$	7,652		$	7,915

Net Cash Provided by (Used in):
Operating Activities	$	24,594		$	25,073		$	14,105		$	14,260
Investing Activities	$	(44,476	)	$	(7,833	)	$	(4,212	)	$	(1,182	)
Financing Activities	$	(35,375	)	$	(17,695	)	$	(12,495	)	$	(11,760	)

FFO amounted to $11.4 million in the first six months of fiscal 2013 compared to $16.1 million in the comparable period of fiscal 2012. The net decrease in FFO is attributable, among other things, to: a) the Company incurring $4.2 million in one time preferred stock redemption charges in the first six months of fiscal 2013; b) an increase of $1.3 million in preferred stock dividends mainly the result of the Company issuing a new preferred stock series in October 2012 in advance of being able to redeem its Series C Preferred Stock series; c) a $338,000 increase in general and administration expense primarily the result of increased compensation and benefits related to additional staffing, and an increase in restricted stock amortization as a result of new tranches of shares being valued at a considerably higher stock price than expiring tranches and d) a loss of base rent related to vacancies at some of the Company's properties that occurred in the second half of fiscal 2012 and first half of fiscal 2013; offset by: e) an increase from the net operating income (including investments accounted for by the equity method of accounting) relating to property acquisitions in the second half of fiscal 2012 and first half of fiscal 2013; and f) an increase in in interest, dividends and other investment income as a result of the Company investing, at the beginning of fiscal 2013, approximately $27 million of proceeds from its completed stock offerings in October 2012 in fixed income marketable securities.

FFO amounted to $7.7 million in the three months ended April 30, 2013 compared to $7.9 million in comparable period of fiscal 2012. The net decrease in FFO is attributable, among other things, to: a) the Company incurring $406,000 preferred stock redemption charges in the second quarter of fiscal 2013; b) an increase of $655,000 in preferred stock dividends mainly the result of the Company issuing a new preferred stock series in October 2012 in advance of being able to redeem its Series C Preferred Stock series; c) a $133,000 increase in general and administration expense, primarily the result of increased compensation and benefits related to additional staffing, and an increase in restricted stock amortization as a result of new tranches of shares being valued at a considerably higher stock price than expiring tranches and d) a loss of base rent related to vacancies at some of the Company's properties that occurred in the second half of fiscal 2012 and first half of fiscal 2013; offset by: e) an increase from the net operating income (including investments accounted for by the equity method of accounting) relating to property acquisitions in fiscal 2013; and f) an increase in in interest, dividends and other investment income as a result of the Company investing, at the beginning of fiscal 2013, approximately $27 million of proceeds from its completed stock offerings in October 2012 in fixed income marketable securities.

Results of Operations

The following information summarizes the Company's results of operations for the six and three month periods ended April 30, 2013 and 2012 (amounts in thousands):

	Six Months Ended
	April 30,										Change Attributable to:
Revenues	2013		2012		Increase (decrease)			% Change			Property Acquisitions			Properties Held In Both Periods
Base rents	$	34,359	$	33,857	$	502			1.5	%	$	903		$	(401	)
Recoveries from tenants		11,887		10,130		1,757			17.3	%		243			1,514
Other income		1,100		1,095		5			0.5	%		0			5

Operating Expenses
Property operating expenses		9,695		7,155		2,540			35.5	%		256			2,284
Property taxes		7,537		7,454		83			1.1	%		136			(53	)
Depreciation and amortization		8,382		8,383		(1	)		0.0	%		190			(191	)
General and administrative expenses		4,146		3,808		338			8.9	%		n/	a		n/	a

Other Income/Expenses
Interest expense		4,243		4,320		(77	)		-1.8	%		(3	)		(74	)
Interest, dividends and other investment income		1,242		449		793			176.6	%		n/	a		n/	a

	Three Months Ended
	April 30,										Change Attributable to:
Revenues	2013		2012		Increase (decrease)			% Change			Property Acquisitions			Properties Held In Both Periods
Base rents	$	17,271	$	17,143	$	128			0.7	%	$	467		$	(339	)
Recoveries from tenants		5,564		4,828		736			15.2	%		(125	)		861
Other income		375		514		(139	)		-27.0	%		(0	)		(139	)

Operating Expenses
Property operating expenses		4,437		3,436		1,001			29.1	%		(136	)		1,137
Property taxes		3,729		3,702		27			0.7	%		63			(36	)
Depreciation and amortization		4,227		4,171		56			1.3	%		77			(21	)
General and administrative expenses		1,994		1,861		133			7.1	%		n/	a		n/	a

Other Income/Expenses
Interest expense		2,023		2,285		(262	)		-11.5	%		(13	)		(249	)
Interest, dividends and other investment income		510		224		286			127.7	%		n/	a		n/	a

Revenues

Base rents increased by 1.5% to $34.4 million for the six month period ended April 30, 2013 as compared with $33.9 million in the comparable period of 2012. Base rents increased 0.7% to $17.3 million for the three months ended April 30, 2013 as compared with $17.1 million in the comparable period of 2012. The change in base rentals and the changes in other income statement line items were attributable to:

Property Acquisitions:

In fiscal 2012 and first half of fiscal 2013, the Company purchased ten properties totaling approximately 142,000 square feet of GLA. These properties accounted for all of the revenue and expense changes attributable to property acquisitions during the six month and three month periods ended April 30, 2013.

Properties Held in Both Periods:

The net decrease in base rents for properties held during the six month and three month periods ended April 30, 2013 compared to the same period in fiscal 2012 was a result of an increase in bad debt expense of $224,000 and $93,000, respectively and a decrease of straight line rental revenue of $212,000 and $142,000, respectively, both of which are included in base rent revenue on the consolidated statement of income; actual base rents for properties held in both periods were relatively unchanged for both the six month and three month periods ended April 30, 2013. In the first half of fiscal 2013, the Company leased or renewed approximately 386,580 square feet (or approximately 8.7% of total consolidated property leasable area) at a combined average per square foot increase of 4.43%. At April 30, 2013, the Company's core properties were approximately 90.8% leased, an increase of 1.63% from the end of fiscal 2012. Overall core property occupancy increased to 89.69% at April 30, 2013, an increase of 1.56% from the end of fiscal 2012.

In the six month and three month periods ended April 30, 2013, recoveries from tenants for properties owned in both periods (which represents reimbursements from tenants for operating expenses and property taxes) increased by a net $1.5 million and $861,000, respectively. This net increase was a result of higher operating expenses at its properties held in both periods of $2.3 million for the six months ended April 30, 2013 and $1.1 million for the three months ended April 30, 2013 due predominantly to an increase in expenses relating to the parking lot, building roof, building repairs and snow removal.

Interest, dividends and other investment income increased in the six month and three month periods ended April 30, 2013 when compared to the corresponding period in the prior year by $793,000 and $286,000, respectively, predominantly as a result of the Company investing approximately $27 million of the proceeds from its two equity offerings completed in October 2012 in income producing securities in the first quarter of fiscal 2013.

Expenses

Property operating expenses for properties held in both periods increased in the six month and three month periods ended April 30, 2013 when compared with the corresponding period from the prior year by $2.3 million and $1.1 million, respectively, as a result of an increase in expenses relating to the parking lot, building roof, building repairs and snow removal cost.

Real estate taxes for properties held in both periods were relatively unchanged.

Interest expense for properties held in both periods were relatively unchanged, but decreased slightly in the three month period ended April 30, 2013 as a result of the Company having $22 million borrowed on its unsecured line of credit in last year second quarter and no borrowings in this year's second quarter.

Depreciation and amortization expense from properties held in both periods decreased by $191,000 in the six months ended April 30, 2013 as a result of tenant improvement costs written off for tenants that vacated the portfolio in the first quarter of fiscal 2012. Depreciation and amortization expense from properties held in both periods for the three months ended April 30, 2013 was relatively unchanged.

General and administrative expenses increased by a net $338,000 and $133,000, respectively, in the six month and three month periods ended April 30, 2013, when compared to the corresponding periods in fiscal 2012, primarily due to an increase in compensation costs related to an increase in staffing and restricted stock amortization relating to new tranches of stock grants being valued at higher stock prices than expiring tranches of stock grants.

Inflation

The Company's long-term leases contain provisions to mitigate the adverse impact of inflation on its operating results. Such provisions include clauses entitling the Company to receive (a) scheduled base rent increases and (b) percentage rents based upon tenants' gross sales, which generally increase as prices rise. In addition, many of the Company's non-anchor leases are for terms of less than ten years, which permits the Company to seek increases in rents upon renewal at then current market rates if rents provided in the expiring leases are below then existing market rates. Most of the Company's leases require tenants to pay a share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation.

Environmental Matters

Based upon management's ongoing review of its properties, management is not aware of any environmental condition with respect to any of the Company's properties that would be reasonably likely to have a material adverse effect on the Company. There can be no assurance, however, that (a) the discovery of environmental conditions that were previously unknown, (b) changes in law, (c) the conduct of tenants or (d) activities relating to properties in the vicinity of the Company's properties, will not expose the Company to material liability in the future. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of the Company's tenants, which could adversely affect the Company's financial condition and results of operations.

Index

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we are exposed is interest rate risk, which is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond the Company's control.

Interest Rate Risk

As of April 30, 2013 the Company had no variable rate debt outstanding.

The Company may seek variable-rate financing if and when pricing and other commercial and financial terms warrant. As such, the Company would consider hedging against the interest rate risk related to such additional variable-rate debt through interest rate swaps and protection agreements, or other means.

The Company does not enter into any derivative financial instrument transactions for speculative or trading purposes. The Company believes that its weighted average interest rate of 5.6% on its fixed rate debt is not materially different from current fair market interest rates for debt instruments with similar risks and maturities.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.

Changes in Internal Controls

During the quarter ended April 30, 2013, there were no significant changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Index

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any litigation that in management's opinion would result in a material adverse effect on the Company's ownership, management or operation of its properties.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Previously, the Board of Directors of the Company approved a share repurchase program ("Program") for the repurchase of up to 1,500,000 shares in the aggregate of Common Stock, Class A Common Stock, Series C Preferred Stock or Series D Preferred Stock in open market transactions. During the three months ended April 30, 2013, there were no repurchases under the Program. As previously disclosed, on October 22, 2012, the Company repurchased an aggregate of 175,973 shares of Series C Preferred Stock at an average price per share of $103.50 in privately negotiated transactions. On May 29, 2013, the remaining 224,027 shares of Series C Preferred Stock were redeemed pursuant to the terms of the Articles Supplementary classifying such series. Any combination of Common Stock, Class A Common Stock or Preferred Stock not exceeding 770,822 shares, in the aggregate, may yet be purchased under the Program.

Index

Item 6. Exhibits

3.1	(a) Amended Articles of Incorporation of the Company dated December 30, 1996.

	(b) Articles Supplementary of the Company dated March 12, 1997, classifying the Company's Series A Participating Preferred Shares.

	(c) Articles of Amendment with Name Change to the Company's Amended Articles of Incorporation dated March 11, 1998.

	(d) Articles Supplementary of the Company dated June 16, 1998, classifying the Company's Class A Common Stock.

	(e) Articles Supplementary of the Company dated April 7, 2005, classifying the Company's Series D Senior Cumulative Preferred Stock.

	(f) Certificate of Correction dated April 29, 2005, to the Articles Supplementary of the Company dated April 7, 2005.

	(g) Articles Supplementary of the Company dated April 29, 2005, classifying 850,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock.

	(h) Articles Supplementary of the Company dated June 3, 2005, classifying 450,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock.

	(i) Articles Supplementary of the Company dated October 22, 2012, classifying the Company's Series F Cumulative Redeemable Preferred Stock.

	(j) Articles of Amendment dated March 21, 2013 to the Company's Amended Articles of Incorporation.

10.1	Amended & Restated Restricted Stock Award Plan.

31.1	Certification of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2	Certification of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32	Certification of the Chief Executive Officer and Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101	The following materials from Urstadt Biddle Properties Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income (4) the Consolidated Statements of Cash Flows, (5) the Consolidated Statement of Stockholders' Equity, and (5) Notes to Consolidated Financial Statements that have been detail tagged.

Index

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	URSTADT BIDDLE PROPERTIES INC.
	(Registrant)

	By: /s/ Charles J. Urstadt
	Charles J. Urstadt
	Chairman and
	Chief Executive Officer

	By : /s/ John T. Hayes
	John T. Hayes
	Senior Vice President &
	Chief Financial Officer
	(Principal Financial Officer
Dated: June 7, 2013	and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.

3.1	(a) Amended Articles of Incorporation of the Company dated December 30, 1996.

	(b) Articles Supplementary of the Company dated March 12, 1997, classifying the Company's Series A Participating Preferred Shares.

	(c) Articles of Amendment with Name Change to the Company's Amended Articles of Incorporation dated March 11, 1998.

	(d) Articles Supplementary of the Company dated June 16, 1998, classifying the Company's Class A Common Stock.

	(e) Articles Supplementary of the Company dated April 7, 2005, classifying the Company's Series D Senior Cumulative Preferred Stock.

	(f) Certificate of Correction dated April 29, 2005, to the Articles Supplementary of the Company dated April 7, 2005.

	(g) Articles Supplementary of the Company dated April 29, 2005, classifying 850,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock.

	(h) Articles Supplementary of the Company dated June 3, 2005, classifying 450,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock.

	(i) Articles Supplementary of the Company dated October 22, 2012, classifying the Company's Series F Cumulative Redeemable Preferred Stock.

	(j) Articles of Amendment dated March 21, 2013 to the Company's Amended Articles of Incorporation.

10.1	Amended & Restated Restricted Stock Award Plan.

31.1	Certification of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2	Certification of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32	Certification of the Chief Executive Officer and Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101	The following materials from Urstadt Biddle Properties Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income (4) the Consolidated Statements of Cash Flows, (5) the Consolidated Statement of Stockholders' Equity, and (5) Notes to Consolidated Financial Statements that have been detail tagged.

	EXHIBIT 3.1 (a)

	AMENDED ARTICLES OF INCORPORATION

OF

	HRE PROPERTIES, INC.

	ARTICLE

	1)

	INCORPORATION

	The undersigned, J.W. Thompson Webb, whose post office address is 10 Light Street, Baltimore, Maryland  21202, being at least 18 years of age, does hereby form a corporation under the Maryland General Corporation Law (the "MGCL").

	ARTICLE

	2)

	NAME

	The name of the corporation (the "Corporation") is:

	HRE PROPERTIES, INC.

	ARTICLE

	3)

	PURPOSES

a) Purpose and Powers . The Corporation is being formed to acquire and succeed to, and continue the business of, HRE Properties ("HRE Properties"), a common law business trust organized under the laws of the Commonwealth of Massachusetts that has operated so as to qualify as a real estate investment trust ("REIT"), as that phrase is defined in Section 856 of the Internal Revenue Code of 1986, as amended (the "Code"), through a merger of HRE Properties with and into the Corporation and to engage in the business of acquiring, managing, financing, disposing of and otherwise dealing in interests in real property and to engage in any other lawful act or activity for which corporations may be organized under the MGCL. The foregoing purposes shall be in no way limited or restricted by reference to, or inference from, the terms of any other clause of the Articles of Incorporation, as amended or supplemented from time to time (the "Articles"), and each shall be regarded as independent. The foregoing purposes are also to be construed as powers of the Corporation, and shall be in addition to and not in limitation of the general powers of corporations under the laws of the State of Maryland.

b) Real Estate Investment Trust . Without limiting the generality of the foregoing purposes, business and objects, until such time as the Board of Directors of the Corporation determines that it is no longer in the interest of the Corporation and its stockholders that the Corporation engage in the business of, and conduct its business and affairs so as to qualify as a REIT, the purpose of the Corporation shall include engaging in the business of a REIT. This reference to such purpose shall not make unlawful or unauthorized any otherwise lawful act or activity that the Corporation may take that is inconsistent with such purpose.

	ARTICLE

	4)

	PRINCIPAL PLACE OF BUSINESS

	The address of the principal office of the Corporation is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland  21202.

	ARTICLE

	5)

	THE RESIDENT AGENT

	The Resident Agent of the Corporation is The Corporation Trust Incorporated, whose address is 32 South Street, Baltimore, Maryland  21202.

	ARTICLE

	6)

	BOARD OF DIRECTORS

a) Number . The number of Directors of the Corporation initially shall be seven, which number may thereafter be increased or decreased from time to time in accordance with the Bylaws of the Corporation; provided , however , that the total number of Directors shall be not fewer than the greater of two or the minimum number permitted by the MGCL. No reduction in the number of Directors shall cause the removal of any Director from office prior to the expiration of his or her term.

b) Directors; Classification; Term . The initial Directors of the Corporation shall be E. Virgil Conway, Peter Herrick, Paul D. Paganucci, James O. York, Robert R. Douglass, George H.C. Lawrence and Charles J. Urstadt. At the first annual meeting of stockholders, the Directors shall be divided into three classes designated as Class I, Class II and Class III, with the term of three years each, and the term of one class shall expire each year. Class I directors shall initially consist of one director who shall hold office initially for a term expiring at the annual meeting of stockholders in 1998. Class II Directors shall initially consist of three directors who shall hold office initially for a term expiring at the annual meeting of stockholders in 1999. Class III Directors shall initially consist of three directors who shall hold office initially for a term expiring at the annual meeting of stockholders in 2000. Beginning with the annual meeting of stockholders in 1998 and at each succeeding annual meeting of stockholders, the class of Directors whose term expires at such meeting will stand for election to hold office for a term expiring at the third succeeding annual meeting. Each director will hold office for the term for which he or she is elected and until his or her successor is duly elected and qualified. If the number of Directors is changed, any increase or decrease in directorships shall be apportioned among the classes so as to maintain the proportional number of Directors in each class as nearly equal as set forth above or as may otherwise be determined by a majority of the Board of Directors then in office, and any additional Directors of any class elected to fill a vacancy resulting from an increase in such class shall hold office only until the next election of Directors by the stockholders, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director.

	Notwithstanding the foregoing, whenever, pursuant to the provisions of Article VII of the Articles, the holders of any one or more series of Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Articles and any Articles Supplementary applicable thereto, and such Directors so elected shall not be divided into classes pursuant to this Section 6.2.

	During any period when the holders of any series of Preferred Stock have the right to elect additional Directors as provided for or fixed pursuant to the provisions of Article VII hereof, then upon commencement and for the duration of the period during which such right continues:  (i) the then otherwise total authorized number of Directors shall be increased, and the holders of such Preferred Stock shall be entitled to elect the additional Directors so provided for or fixed pursuant to said provisions, and (ii) each such additional Director shall serve until such Director's successor shall have been duly elected and qualified, or until such Director's right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to such Director's earlier death, disqualification, resignation or removal.  Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional Directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional Directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional Directors, shall terminate as quickly as is permissible under the MGCL and the total and authorized number of Directors of the Corporation shall be reduced accordingly.

c) Vacancies . Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of Directors shall be filled solely by the affirmative vote of a majority of the entire Board of Directors and any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification or other cause (other than removal from office) shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum. Subject to the rights of the holders of any series of Preferred Stock then outstanding, vacancies on the Board of Directors resulting from the removal of a Director from office may be filled by the affirmative vote of a majority of all the votes cast at a meeting of stockholders called for that purpose. A Director elected by the Board of Directors to fill any vacancy shall serve until the next annual meeting of stockholders and until his successor is elected and qualifies.

d) Resignation; Removal . Any Director may resign from the Board of Directors or any committee thereof at any time by written notice to the Board of Directors, effective upon execution and delivery to the Corporation of such notice or upon any future date specified in the notice. A Director may be removed from office, but only for cause and only by the affirmative vote of the holders of not less than two-thirds of the Stock then outstanding and entitled to vote generally for the election of Directors; provided , however , that in the case of any Directors elected solely by holders of one or more series of Preferred Stock, such Directors may be removed only for cause and only by the affirmative vote of two-thirds of the Stock of such series then outstanding and entitled to vote in the election of Directors, voting together as a single class. At least 30 days prior to any meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal shall be sent to the Director whose removal will be considered at the meeting. For purposes of the Articles, "cause," with respect to the removal of any Director, shall mean only (i) conviction of a felony, (ii) declaration of unsound mind by order of court, (iii) gross dereliction of duty, (iv) commission of any action involving moral turpitude, or (v) commission of an action which constitutes intentional misconduct or a knowing violation of law, and in the case of clause (iv) or (v), above, such action results both in an improper substantial personal benefit and a material injury to the Corporation.

e) Powers . Subject to the express limitations herein or in the Bylaws, the business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The Articles shall be construed with a presumption in favor of the grant of power and authority to the Directors.

	ARTICLE

	7)

	STOCK

a) Authorized Capital Stock . The total number of shares of stock which the Corporation has authority to issue (the "Stock") is One Hundred Million (100,000,000) shares, initially consisting of (i) Seventy Million (70,000,000) shares of common stock, par value $.01 per share (the "Common Stock"); (ii) Twenty Million (20,000,000) shares of preferred stock, par value $.01 per share (the "Preferred Stock"); and (iii) Ten Million (10,000,000) shares of excess stock, par value $.01 per share (the "Excess Stock"). The aggregate par value of all the shares of all classes of stock is $1,000,000.

b) Preferred Stock . The Board of Directors may issue the Preferred Stock in one or more series consisting of such numbers of shares and having such preferences, conversion and other rights, voting powers, restrictions and limitations as to dividends, qualifications and terms and conditions of redemption of stock as the Board of Directors may from time to time determine when designating such series.

c) Common Stock .

	Dividend Rights

	.  Subject to the preferential dividend rights of Preferred Stock, if any, as may be determined by the Board of Directors, the holders of shares of Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor.

ii)

	Voting Rights

	.  The holders of shares of Common Stock shall be entitled to vote on all matters submitted to the holders of Common Stock for a vote at all meetings of the stockholders, and each holder of shares of Common Stock shall be entitled to one vote for each share of Common Stock held by such stockholder.

d) Classification of Stock . The Board of Directors may classify or reclassify any unissued shares of Stock from time to time by setting or changing the preferences, conversion and other rights, voting powers, restrictions and limitations as to dividends, qualifications, and terms and conditions of redemption of those shares of Stock, including, but not limited to, the reclassification of unissued shares of Common Stock to shares of Preferred Stock or shares of Excess Stock, or unissued shares of Preferred Stock to shares of Common Stock or shares of Excess Stock, or unissued shares of Excess Stock to shares of Common Stock or shares of Preferred Stock or the issuance of any rights plan or similar plan.

e) Issuance of Stock . The Board of Directors may authorize the issuance from time to time of shares of Stock of any class, whether now or hereafter authorized, or securities or rights convertible into shares of Stock, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a share split or dividend), subject to such restrictions or limitations, if any, as may be lawfully set forth in the Bylaws of the Corporation.

f) Dividends or Distributions . The Directors may from time to time declare and pay to stockholders such dividends or distributions in cash, property or other assets of the Corporation or in securities of the Corporation or from any other source as the Directors in their discretion shall determine.

	ARTICLE

	8)

	LIMITATION ON PREEMPTIVE RIGHTS

	No holder of any Stock or any other securities of the Corporation, whether now or hereafter authorized, shall have any preferential or preemptive rights to subscribe for or purchase any Stock or any other securities of the Corporation other than such rights, if any, as the Board of Directors, in its sole discretion may fix; and any Stock or other securities which the Board of Directors may determine to offer for subscription may, within the Board of Directors' sole discretion, be offered to the holders of any class, series or type of Stock or other securities at the time outstanding to the exclusion of holders of any or all other classes, series or types of Stock or other securities at the time outstanding.

	ARTICLE

	9)

	LIMITATIONS ON TRANSFER AND OWNERSHIP

a) Limitations on Transfer . Stock (other than Excess Stock) shall be freely transferable by the record owner thereof, subject to the provisions of this Article IX, and provided that any purported acquisition or transfer of Stock that would result in the disqualification of the Corporation as a REIT shall be void ab initio , except to the extent necessary to give effect to Section 9.10 hereof. Any purported transfer of Stock that, if effective, would result in a violation of Section 9.2 (unless excepted from the application of Section 9.2 pursuant to Section 9.6) shall be void ab initio as to the transfer of that number of shares of Stock that would otherwise be beneficially owned by a Stockholder in violation of Section 9.2, the intended transferee of such shares shall acquire no rights therein and the transfer of such shares will not be reflected on the Corporation's stock record books. For purposes of this Article IX, a "transfer" of shares of Stock shall mean any sale, transfer, gift, hypothecation, pledge, assignment, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

b) Limitations on Ownership . Except as provided by Section 9.6, no person except as described below shall at any time directly or indirectly acquire or hold beneficial ownership of shares of any class or series of Stock with an aggregate value in excess of 7.5% of the aggregate value of all outstanding Stock of the Corporation (the "Ownership Limit"). Any entity, the ownership of whose Stock is attributed to the owners of such entity under Sections 544 and 856(b) of the Code, will be "looked-through" for purposes of the Ownership Limit. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, waive the Ownership Limit with respect to any transaction if it is satisfied, based on the advice of tax counsel, that ownership in excess of this limit will not jeopardize the Corporation's status as a REIT and it otherwise decides that such action is in the best interests of the Corporation.

	For purposes of this Article IX, (a) the value of any share of Stock shall be determined in the manner established by the Board of Directors, and (b) a person (which includes natural persons, corporations, trusts, partnerships, and other entities) shall be deemed to be the beneficial owner of the Stock that such person (i) actually owns, (ii) constructively owns after applying the rules of Section 544 of the Code as modified in the case of a REIT by Section 856(h) of the Code, and (iii) has the right to acquire upon exercise of outstanding rights, options and warrants, and upon conversion of any securities convertible into Stock, if any.

c) Stockholder Information . Each stockholder shall, upon demand of the Corporation, disclose to the Corporation in writing such information with respect to his or its direct and indirect beneficial ownership of the Stock as the Board of Directors in its discretion deems necessary or appropriate in order that the Corporation may fully comply with all provisions of the Code relating to REITs and all regulations, rulings and cases promulgated or decided thereunder (the "REIT Provisions") and to comply with the requirements of any taxing authority or governmental agency.

d) Transferee Information . Whenever the Board of Directors deems it reasonably necessary to protect the tax status of the Corporation as a REIT under the REIT Provisions, the Board of Directors may require a statement or affidavit from each stockholder or proposed transferee of Stock setting forth the number of shares of Stock already beneficially owned by such proposed transferee and any related person specified by the Board of Directors. If the Board of Directors determines in good faith that any proposed transfer may jeopardize the qualification of the Corporation as a REIT, the Board of Directors shall have the right, but not the duty, to refuse to permit the transfer of such Stock to the proposed transferee. All contracts for the sale or other transfer of Stock shall be subject to this Section 9.4.

e) Excess Stock .

	Exchange for Excess Stock

	.  If, notwithstanding the other provisions contained in this Article IX, at any time there is a purported transfer of Stock or a change in the capital structure of the Corporation (including any redemption of Excess Stock pursuant to Subsection 9.5.7) as a result of which any person would beneficially own Stock in excess of the Ownership Limit, then, except as otherwise provided in Section 9.6, such shares of Stock in excess of the Ownership Limit (rounded up to the nearest whole share) shall automatically and without further action be exchanged for an equal number of shares of Excess Stock.  Such exchange shall be effective as of the close of business on the business day prior to the date of the purported transfer of Stock or the change in capital structure.  The shares of Common Stock which were exchanged for shares of Excess Stock shall revert to the Corporation, subject to the provisions of Subsection 9.5.6.

ii)

	Ownership in Trust

	.  Upon any purported transfer of Stock that results in an exchange for Excess Stock pursuant to Subsection 9.5.1, such shares of Excess Stock shall be deemed to have been transferred to the Corporation, as trustee of a separate trust for the exclusive benefit of the person or persons to whom such Excess Stock can ultimately be transferred without violating the Ownership Limit.  Shares of Excess Stock so held in trust shall be issued and outstanding Stock of the Corporation.  The purported transferee of Excess Stock shall have no rights in such Excess Stock, except the right to designate a transferee of its interest in the trust created under this Subsection 9.5.2 upon the terms specified in Subsection 9.5.6.  If any of the restrictions on transfer set forth in this Article IX are determined to be void, invalid or unenforceable by virtue of any legal decision, statute, rule or regulation, then the intended transferee of any Excess Stock may be deemed, at the option of the Corporation, to have acted as an agent on behalf of the Corporation in acquiring the Excess Stock and to hold the Excess Stock on behalf of the Corporation.

iii)

	Dividend Rights

	.  Excess Stock shall not be entitled to any dividends.  Any dividend or distribution paid prior to the discovery by the Corporation that shares of Stock have been exchanged for Excess Stock shall be repaid to the Corporation upon demand, and any dividend or distribution declared but unpaid shall be rescinded as void

	ab

	initio

	with respect to such shares of Excess Stock.

iv)

	Rights Upon Liquidation

	.  Subject to the preferential rights of Preferred Stock, if any, as may be determined by the Board of Directors and the preferential rights of Excess Preferred Stock (as defined below), if any, in the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, the trustee holding any shares of Excess Common Stock shall be entitled to receive, ratably with each other holder of shares of Common Stock or Excess Common Stock, that portion of the assets of the Corporation available for distribution to the holders of Common Stock and Excess Common Stock as the number of shares of Excess Common Stock held by such holder bears to the total number of shares of Common Stock and Excess Common Stock then outstanding.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, the trustee holding any shares of Excess Stock issued upon the exchange of Preferred Stock (the "Excess Preferred Stock") shall be entitled to receive the pro rata share of the assets of the Corporation available for distribution to the holders of Preferred Stock of the series for which such Excess Stock was exchanged which such holder of Excess Preferred Stock would be entitled to receive if such shares of Excess Preferred Stock were shares of Preferred Stock of the series from which such Excess Preferred Stock was exchanged.  The Corporation, as the holder of all Excess Stock in one or more trusts, or, if the Corporation shall have been dissolved, any trustee appointed by the Corporation prior to its dissolution, shall distribute to each transferee of an interest in such a trust pursuant to Subsection 9.5.6 hereof, when determined, any assets received in any liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation in respect of the Excess Stock held in such trust and represented by the trust interest transferred to such transferee.

	Voting Rights

	.  No stockholder may vote any shares of Excess Stock.  The shares of Excess Stock will not be considered to be issued or outstanding for purposes of any Stockholder vote or for purposes of determining a quorum for such a vote.

vi)

	Restrictions on Transfer

	.  Excess Stock shall not be transferable except pursuant to Section 9.5.2 and Section 9.5.7.  The purported transferee of any shares of Stock that are exchanged for Excess Stock pursuant to Section 9.5.1 may freely designate a transferee of the interest in the trust that represents such shares of Excess Stock, if (a) the shares of Excess Stock held in the trust and represented by the trust interest to be transferred would not be Excess Stock in the hands of the transferee of the trust interest and (b) the transferor of the trust interest does not receive a price for the trust interest in excess of (i) the price such transferor paid for the Stock in the purported transfer of Stock that resulted in the Excess Stock represented by the trust interest, or (ii) if such transferor did not give value for such Stock (

	e.g.

	, the shares were received through a gift, devise or other transaction), a price equal to the aggregate Market Price (as defined in Subsection 9.5.7) for all shares of the Stock that were exchanged for Excess Stock on the date of the purported transfer that resulted in the Excess Stock.  No interest in a trust may be transferred unless the transferor of such interest has given advance notice to the Corporation of the intended transferee and the Corporation has agreed in writing to waive its redemption rights under Subsection 9.5.7.  Upon the transfer of an interest in a trust in compliance with this Subsection 9.5.6, the corresponding shares of Excess Stock that are represented by the transferred interest in the trust shall be automatically exchanged for an equal number of shares of Stock of the same class and series from which they were originally exchanged and such shares of Stock shall be transferred of record to the transferee of the interest in the trust.  Upon any exchange of Excess Stock for Stock of another class, the interest in the trust representing such Excess Stock shall automatically terminate.

vii)

	Corporation's Redemption Right

	.  All shares of Excess Stock shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (a) the price per share of Stock in the transaction that created such Excess Stock (or, in the case of devise or gift, the Market Price per share of such Stock at the time of such devise or gift) or (b) the Market Price per share of Stock of the class of Stock for which such Excess Stock was exchanged on the date the Corporation, or its designee, accepts such offer.  The Corporation shall have the right to accept such offer at any time until the date ninety (90) days after the date on which the purported owner or transferee gives written notice to the Corporation of any event (including, without limitation, redemptions or repurchases of Stock by the Corporation) or any purported transfer that results in the exchange of Stock for such Excess Stock and the nature and amount of all ownership interests, direct or indirect, of record or beneficial, of such purported owner or transferee, or, if no such  notice is given, the date on which the Board of Directors determines that a purported transfer resulting in the exchange of Stock for such Excess Stock has been made.  For purposes of this Article IX, "Market Price" means for any share of Stock, the average daily per share closing sales price of a share of such Stock if shares of such Stock are listed on a national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation National Market (the "NASDAQ  NM"), and if such shares are not so listed or quoted, the Market Price shall be the mean between the average per share closing bid prices and the average per share closing asked prices, in each case during the 30-day period ending on the business day prior to the redemption date, or if there have been no sales on a national securities exchange or on the NASDAQ NM and no published bid and asked quotations with respect to shares of such Stock during the 30-day period, the Market Price shall be the price determined by the Board of Directors in good faith.  Unless the Board of Directors determines that it is in the interest of Corporation to make earlier payment of all of the amount determined as the redemption payment for Stock redeemed in accordance with this Section 9.5.7, the redemption payment shall be paid to the transferee of the trust interest representing the redeemed Excess Stock only upon the liquidation of the Corporation and shall not exceed an amount equal to the lesser of the price determined pursuant to the first sentence of this Subsection 9.5.7 or the product of (x) the number of Excess Shares redeemed, multiplied by (y) the sum of the per share distributions designated as liquidating distributions and return of capital distribution declared subsequent to the redemption date with respect to unredeemed shares of Stock of the class for which the redeemed Excess Stock was exchanged.  No interest shall accrue on any redemption payment with respect to the period subsequent to the redemption date to the date of the redemption payment.

f) Exceptions to Certain Ownership and Transfer Limitations . The Ownership Limit set forth in Section 9.2 shall not apply to the following shares of Stock and such shares shall not be deemed to be Excess Stock at the times and subject to the terms and conditions set forth in this Section 9.6:

	Subject to the provisions of Section 9.7, shares of Stock which the Board of Directors in its sole discretion may exempt from the Ownership Limit while owned by a person who has provided the Corporation with evidence and assurances acceptable to the Board of Directors that the qualification of the Corporation as a REIT would not be jeopardized thereby.

ii)

	Subject to the provisions of Section 9.7, shares of Stock acquired and held by an underwriter in a public offering of Stock, or in any transaction involving the issuance of Stock by the Corporation in which the Board of Directors determines that the underwriter or other person or party initially acquiring such Stock will make a timely distribution of such Stock to or among other holders such that, following such distribution, the Corporation will continue to be in compliance with the REIT Provisions.

iii)

	Shares of Stock acquired pursuant to an all cash tender offer made for all outstanding shares of Stock of the Corporation in conformity with applicable federal and state securities laws where not less than eighty percent (80%) of the outstanding Stock (not including Stock or securities convertible into Stock held by the tender offeror and/or any "affiliates" or "associates" thereof within the meaning of the Securities Exchange Act of 1934, as amended) are duly tendered and accepted pursuant to the cash tender offer and where the tender offeror commits in such tender offer, if the tender offer is so accepted by the holders of such eighty percent (80%) of the outstanding Stock, as promptly as practicable thereafter to give any holders who did not accept such tender offer a reasonable opportunity to put their Stock to the tender offeror at a price not less than the price per share paid for Stock tendered pursuant to the tender offer.

g) Authority to Revoke Exceptions to Limitations . The Board of Directors, in its sole discretion, may at any time revoke any exception pursuant to Subsections 9.6.1, 9.6.2 or 9.6.3 in the case of any stockholder, and upon such revocation, the provisions of Sections 9.2 and 9.5 shall immediately become applicable to such stockholder and all Stock of which such stockholder may be the beneficial owner. A decision to exempt or refuse to exempt from the Ownership Limit the ownership of certain designated shares of Stock, or to revoke an exemption previously granted, shall be made by the Board of Directors in its sole discretion, based on any reason whatsoever, including, but not limited to, the preservation of the Corporation's qualification as a REIT.

h) Controlling Provision . Except as provided in Article XV, to the extent this Article IX may be inconsistent with any other provision of the Articles, this Article IX shall be controlling.

i) Authority of the Board of Directors . Subject to Section 9.10 hereof, nothing else contained in this Article IX or in any other provision of the Articles shall limit the authority of the Board of Directors to take such action as it deems necessary or advisable to protect the Corporation and the interests of the Stockholders by preservation of the Corporation's qualification as a REIT under the REIT Provisions. In applying the provisions of this Article IX, the Board of Directors may take into account the lack of certainty in the REIT Provisions relating to the ownership of stock that may prevent a corporation from qualifying as a REIT and may make interpretations concerning the Ownership Limit, Excess Stock, beneficial ownership and related matters on as conservative a basis as the Board of Directors deems advisable to minimize or eliminate uncertainty as to the Corporation's continued qualification as a REIT. Notwithstanding any other provision of the Articles, if the Board of Directors determines that it is no longer in the best interests of the Corporation and the Stockholders to continue to have the Corporation qualify as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation's REIT election pursuant to Section 856(g) of the Code.

j) New York Stock Exchange . Nothing in the Articles shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange or of any other stock exchange on which shares of stock of the Corporation may be listed and which have conditioned such listing on the inclusion in the Articles of a provision such as this Section 9.10. The fact that the settlement of any transaction is permitted shall not negate the effect of any other provision of this Article IX, and any transferee in such a transaction and the shares so transferred shall be subject to all of the other provisions and limitations of this Article IX.

	ARTICLE

	10)

	RIGHTS AND POWERS OF CORPORATION,

	BOARD OF DIRECTORS AND OFFICERS

	In carrying on its business, or for the purpose of attaining or furthering any of its objectives, the Corporation shall have all of the rights, powers and privileges granted to corporations by the laws of the State of Maryland, as well as the power to do any and all acts and things that a natural person or partnership could do as now or hereafter authorized by law, either alone or in partnership or conjunction with others. Except as otherwise provided in the Articles or the Bylaws of the Corporation, as amended from time to time, the business of the Corporation shall be managed by its Board of Directors.  The Board of Directors shall have and may exercise all the rights, powers and privileges of the Corporation except those that are by law, the Articles or the Bylaws of the Corporation, conferred upon or reserved to the stockholders.

	ARTICLE

	11)

	STOCKHOLDER ACTION

a) Quorum . At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting shall constitute a quorum.

b) Vote Required . A majority of the votes cast at a meeting of Stockholders at which a quorum is present shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of the votes cast is specifically required by law or the Articles. Unless otherwise provided by law or the Articles, each outstanding share of Stock, regardless of class, shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders. Shares of Stock directly or indirectly owned by the Corporation shall not be voted in any meeting and shall not be counted in determining the total number of outstanding shares of Stock entitled to vote at any given time, but Stock held by it in a fiduciary capacity (other than "Excess Stock" held by it in accordance with Article 9.5.2) may be voted and shall be counted in determining the total number of outstanding shares of Stock at any given time.

c) Informal Action . Any action required or permitted to be taken by the Stockholders at any annual or special meeting of Stockholders may be taken without a meeting if (i) a unanimous written consent which sets forth the action taken and which is signed by each stockholder entitled to vote on the matter and (ii) a written waiver of any right to dissent signed by each stockholder entitled to notice of such meeting but not entitled to vote at such meeting, are filed with the records of stockholders meetings. Such consents and waivers may be signed by different stockholders on separate counterparts.

	ARTICLE

	12)

	INDEMNIFICATION

	The Board of Directors shall have the power to adopt Bylaws or resolutions for the indemnification of the Corporation's directors, officers, employees and agents, provided that any such Bylaws or resolutions shall be consistent with applicable law.

	ARTICLE

	13)

	LIMITATION OF LIABILITY

	To the fullest extent permitted under the MGCL as in effect on the date of filing the Articles or as the MGCL is thereafter amended from time to time, no Director or officer shall be liable to the Corporation or its Stockholders for money damages.  Neither the amendment or the repeal of this Article XIII, nor the adoption of any other provision in the Articles inconsistent with this Article XIII, shall eliminate or reduce the protection afforded by this Article XIII to a Director or officer of the Corporation with respect to any matter which occurred, or any cause of action, suit or claim which but for this Article XIII would have accrued or arisen, prior to such amendment, repeal or adoption.

	ARTICLE

	14)

	STOCKHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS

	No (i) sale, lease or exchange of all or substantially all of the property or assets, including goodwill, of the Corporation or (ii) share exchange or merger or consolidation of the Corporation with or into any other corporation, shall be effected unless the same is first approved by the Board of Directors pursuant to a resolution adopted by the Board of Directors in accordance with Section 3-105(b) of the MGCL and by a majority of the "Continuing Directors" (as defined below), and, except as otherwise provided by law, thereafter approved by the Stockholders.  Whenever any vote of the holders of voting stock is required, and in addition to any other vote of holders of voting stock that is required by the Articles or by law, the affirmative vote of at least two-thirds of all the votes cast on such sale, lease or exchange, share exchange, merger or consolidation, by holders of voting stock, voting together as a single class, at any annual meeting of Stockholders or special meeting of Stockholders called for such purpose, shall be required to approve such sale, lease or exchange, share exchange, merger or consolidation.

	For the purpose of the Articles, the term "Continuing Director" shall mean (i) each of the initial members of the Board of Directors of the Corporation or (ii) any of the Director whose nomination for election to the Board of Directors was recommended or approved by a vote of the majority of the Directors then in office who are Directors referred to in clause (i) of this sentence or this clause (ii).

	ARTICLE

	15)

	PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS

a) The provisions of the Articles are severable, and if the Directors shall determine that any one or more of such provisions are in conflict with the REIT Provisions, or other applicable federal or state laws, the conflicting provisions shall be deemed never to have constituted a part of the Articles, even without any amendment of the Articles pursuant to Article XVII hereof; provided , however , that such determination by the Directors shall not affect or impair any of the remaining provisions of the Articles or render invalid or improper any action taken or omitted prior to such determination. No Director shall be liable for making or failing to make such a determination.

b) If any provision of the Articles or any application of such provision shall be held invalid or unenforceable by any federal or state court having jurisdiction, such holding shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction, and the validity of the remaining provisions of the Articles shall not be affected. Other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.

	ARTICLE

	16)

	AMENDMENT OF BYLAWS BY DIRECTORS

	The Board of Directors shall have the power, at any regular or special meeting of the Board of Directors, to make and adopt, or to amend, rescind, alter or repeal, any Bylaws of the Corporation.  The Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with law or the provisions of the Articles of Incorporation.

	ARTICLE

	17)

	AMENDMENT OF ARTICLES

	The Corporation reserves the right to repeal, alter, amend or rescind any provision contained in the Articles of Incorporation, including without limitation any amendment to change the terms or contract rights, as expressly set forth in the Articles, of any of its outstanding stock by classification, reclassification or otherwise, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.  The affirmative vote of a majority of the Directors and a majority of the Continuing Directors, shall be required to amend, repeal or modify any provision of the Articles.  Notwithstanding the foregoing, any amendment, repeal or other modification of the provisions of Article VI, Article IX, Article XII, Article XIII, Article XIV, Article XVI and this Article XVII hereof shall require, in addition to the other applicable requirements of the Articles of Incorporation and of law, the affirmative vote of holders of at least two-thirds of the Stock then outstanding and entitled to vote generally in the election of directors.  All other amendments to the Articles shall require the affirmative vote of a majority of the vote entitled to be cast on the matter.  

	The provision of Section 3-602 of the MGCL, as the same may be amended or re-enacted, or any successor provisions thereto, shall not apply to any business combination (as defined in Section 3-601 of the MGCL) involving (i) the Corporation and HRE Properties, a Massachusetts business trust ("HRE Properties") or (ii) the Corporation and any person, who, as of December 31, 1996, is the "beneficial owner" (as such term is defined in Section 3-601 of the MGCL) of in excess of 20% of the outstanding shares of beneficial interests in HRE Properties, and who, by virtue of the merger of HRE Properties with and into the Corporation, will own a similar percentage of the Corporation Common Stock or any of such person's affiliates or associates (as such terms are defined in Section 3‑601 of the MGCL).

	IN WITNESS WHEREOF, the undersigned incorporator of HRE Properties, Inc. confirms that the organization meeting of the Board of Directors of the Corporation has not been held and hereby executes the foregoing Amended Articles of Incorporation and acknowledges the same to be his act and further acknowledges that, to the best of his knowledge, the matters and facts set forth therein are true in all material respects under the penalties of perjury as of this 30th day of December, 1996.

	/s/ J.W. Thompson Webb    

	J.W. Thompson Webb

	- 2 -

EXHIBIT 3.1 (b)

ARTICLES SUPPLEMENTARY

HRE PROPERTIES, INC.

FIRST : Under the authority contained in Section 7.2 of the charter of the Corporation, the Board of Directors of the Corporation on March 12, 1997, created a series of Preferred Shares and classified 150,000 shares of such series as the "Series A Participating Preferred Shares."

SECOND : A description of the Series A Participating Preferred Shares, including the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations and restrictions thereof as set or changed by the Board of Directors of the Corporation is as follows:

Section 1. Designation and Amount . The shares of such series shall be designated as "Series A Participating Preferred Shares" (the "Series A Shares") and the number of shares constituting such series shall be 150,000.

Section 2. Dividends and Distributions .

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Shares ranking prior and superior to the Series A Shares with respect to dividends, the holders of Series A Shares shall be entitled to receive, when, as and if declared by the Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the 15 ^th day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $.25 or (b) subject to the provision for adjustment set forth in Section 7 hereof, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the common stock of the Corporation (the "Common Shares") since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Shares.

(B) The Corporation shall declare a dividend or distribution on the Series A Shares as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in shares of or subdivision with respect to Common Shares); provided however, that, in the event no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $.25 per share on the Series A Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall being to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividend shall being to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Shares in an amount less than the total amount of all such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Directors may fix a record date for the determination of holders of shares of Series A Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights . The holders of shares of Series A Shares shall have the following voting rights:

(A) Subject to the provision for adjustment set forth in Section 7 hereof, each share of Series A Shares shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation.

(B) Except as otherwise provided herein, in the charter of the Corporation (the "Charter") or bylaws, the holders of shares of Series A Shares and the holders of shares of Common Shares shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C)

(i) If at the time of any annual meeting of stockholders for the election of Directors a default in preferred dividends (as hereinafter defined) shall exist, the holders of shares of Preferred Shares voting separately as a class without regard to series (with each share of Preferred Shares being entitled to that number of votes to which it is entitled on matters submitted to stockholders generally, or, if it is not entitled to vote with respect to such matters, to one vote), shall have the right to elect two members of the Directors of the Corporation. The holders of Common Shares shall not be entitled to vote in the election of the two Directors so to be elected by the holders of shares of Preferred Shares. Any Director elected by the holders of shares of Preferred Shares, voting as a class as aforesaid, shall continue to serve as such Director for the full term for which he shall have been elected notwithstanding that prior to the end of such term a default in preferred dividends shall cease to exist. If, prior to the end of the term of any Director elected by the holders of the Preferred Shares, voting as a class as aforesaid, a vacancy in the office of such Director shall occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy shall be filled for the unexpired term in the manner provided in the Charter, provided that, if the Charter provides that such vacancy shall be filled by election by the stockholders at a meeting thereof, the right to fill such vacancy shall be vested in the holders of Preferred Shares, voting as a class as aforesaid, unless in any such case, no default in preferred dividends shall exist at the time of such election.

(ii) For the purposes of paragraph (C)(i) of this Section 3, a default in preferred dividends shall be deemed to have occurred whenever the amount of dividends in arrears upon any series of Preferred Shares shall be equivalent to six full quarterly dividends or more and, having so occurred, such default in preferred dividends shall be deemed to exist thereafter until all accrued dividends on all shares of Preferred Shares then outstanding shall have been paid to the end of the last preceding quarterly dividend period. Nothing herein contained shall be deemed to prevent an amendment of the Charter or the bylaws, in the manner therein provided, which shall increase the number of Directors so as to provide as additional places on the Board of Directors either or both the director positions to be filled by the two Directors so to be elected by the holders of the Preferred Shares or to prevent any other change in the number of directors of the Corporation.

(D) Except as set forth herein, holders of Series A Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Shares as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions .

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Shares outstanding shall have been paid in full, the Corporation shall not

(i) declare or pay dividends on, make any other distribution on, or redeem or purchase or otherwise acquire for consideration any shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Shares;

(ii) declare or pay dividends on or make any other distributions of any shares of capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Shares, except dividends paid ratably on the Series A Shares and all such parity shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration any shares of capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Shares, provided that the Corporation may at any time redeem, purchase or otherwise acquire such parity shares in exchange for any shares of capital stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Shares; or

(iv) purchase or otherwise acquire for consideration any shares of Series A Shares, or any shares of capital stock ranking on a parity with the Series A Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Directors) to all holders of such shares upon such terms as the Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of capital stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Liquidation, Dissolution or Winding up .

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Shares unless, prior thereto, the holders of shares of Series A Shares shall have received $100 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Shares unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 5, any series of the Corporation's Preferred Shares ranking on a parity with the Common Shares upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in Section 7 hereof to reflect such events as share splits, share dividends and recapitalizations with respect to the Common Shares; such number in clause (ii), the "Adjustment Number"). In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Shares. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Shares and Common Shares, respectively, holders of Series A Shares and holders of shares of Common Shares shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Series A Shares and Common Shares, on a per share basis, respectively.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Shares, if any, which rank on parity with the Series A Shares, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences.

Section 6. Consolidation, Merger, etc . In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Series A Shares shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment set forth in Section 7 hereof) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each Common Share is changed or exchanged.

Section 7. Certain Adjustments . In the event the Corporation shall at any time declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of shares of Common Shares, then, in each such case, the amounts set forth in Sections 2(A), 3(A), 5(A) and 6 hereof with respect to the multiple of (i) cash and non-cash dividends, (ii) votes, (iii) the Series A Liquidation Preference and (iv) an aggregate amount of stock, securities, cash and/or other property referred to in Section 6 hereof, shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

Section 8. Ranking . The Series A Shares shall rank pari passu with (or if determined by the Directors in any vote establishing any other series of Preferred Shares, either senior or preferred to or junior and subordinate to as the case may be) each other series of Preferred Shares of the Corporation with respect to dividends and/or preference upon liquidation, dissolution or winding up.

Section 9. Redemption . Series A Shares may be redeemed by the Corporation at such times and on such terms as may be agreed to between the Corporation and the redeeming stockholder, subject to any limitations which may be imposed by law or the Charter.

Section 10. Amendment . The Charter shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Shares so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series A Shares, if any, voting together as a single class.

Section 11. Fractional Share . Series A Shares may be issued by fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Shares.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf on this 12 ^th day of March, 1997, by its President who acknowledges that these Articles Supplementary are the act of the Corporation and that to the best of his knowledge, information and belief and under penalties for perjury, all matters and facts contained in these Articles Supplementary are true in all material respects.

ATTEST: HRE PROPERTIES, INC.

/s/James R. Moore By: /s/Willing L. Biddle (SEAL)

James R. Moore Willing L. Biddle

Secretary President

EXHIBIT 3.1 (c)

ARTICLES OF AMENDMENT

HRE Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies as follows:

FIRST : The Corporation desires to amend its Charter as currently in effect.

SECOND : The amendment to the Charter of the Corporation set forth herein shall become effective on the date and at the time that these Article of Amendment (the "Articles") are filed with, and approved and accepted for record by, the State Department of Assessments and Taxation of Maryland in accordance with the Maryland General Corporation Law.

THIRD : Article II of the Corporation's Charter is hereby deleted in its entirety and in its place shall be inserted the following:

ARTICLE II

NAME

The name of the corporation (the "Corporation") is:

URSTADT BIDDLE PROPERTIES INC.

FOURTH : The amendment to the Charter of the Corporation set forth in these Articles was advised by the board of directors of the Corporation and approved by the stockholders of the Corporation, all in the manner prescribed by and in accordance with the provisions of the Maryland General Corporation Law relating to charter amendments.

IN WITNESS WHEREOF, HRE Properties, Inc. has caused these Articles of Amendment to be executed in its name and on its behalf by its President who acknowledges that these Articles of Amendment are the act of the Corporation and that to the best of his knowledge, information and belief and under the penalties of perjury, all matters and facts contained in these Articles of Amendment are true in all material respects and its corporate seal is to be affixed and attested to by its Secretary as of this 11 ^th day of March, 1998.

ATTEST: HRE PROPERTIES, INC.

/s/ James R. Moore /s/ Willing L. Biddle

James R. Moore, Secretary Willing L. Biddle, President

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EXHIBIT 3.1 (d)

ARTICLES SUPPLEMENTARY

URSTADT BIDDLE PROPERTIES INC.

Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Pursuant to authority contained in Article 7 of the Charter of the Company (the "Charter"), 40,000,000 shares of authorized but unissued shares of the Company's common stock have been duly classified by the Board of Directors of the Company on June 16, 1998, as authorized but unissued shares of the Company's Class A Common Stock, par value $.01 per share, and the Board of Directors of the Company has set the powers, preferences, conversion and other rights, voting powers, restrictions, rights as to dividends, qualifications, and other terms and conditions thereof.

SECOND: A description of the Class A Common Stock including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, as set by Board of Directors of the Company is as follows:

1. Designation and Number. A class of common stock, designated the Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), is hereby established. The number of shares constituting the Class A Common Stock shall be 40,000,000.

2. Defined Terms. The terms defined in this Section, whenever used herein, shall, unless the context otherwise requires, have the respective meanings hereinafter specified:

"Common Stock" means the common stock, par value $.01 per share, of the Company provided for in Section 7.3 of the Charter.

"Preferred Stock" means, as applied to the capital stock of the Company, capital stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of capital stock of any other class of the Company.

3. General. The powers, preferences, conversion and other rights, voting powers, restrictions, dividends, qualifications, and other terms and conditions of the Class A Common Stock shall in all respects be identical to that of the Common Stock, except as expressly provided in these Articles Supplementary.

4. Dividend Rights. (a) Subject to the preferential dividend rights of Preferred Stock, if any, as may be determined by the Board of Directors, the holders of Class A Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor; provided, however, that with respect to regular quarterly cash dividends, declared as such by the Board of Directors, paid by the Corporation on the Common Stock, the holders of the Class A Common Stock shall be entitled to receive dividends in a per share amount equal to at least 110% of the dividends paid per share on the Common Stock, the precise amount of such dividends to be in the discretion of the Board of Directors.

(b) With respect to any other dividends, the holders of shares of Class A Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor.

(c) A dividend paid in the form of shares of the Corporation on the Class A Common Stock may only be paid in shares of Class A Common Stock.

(d) If a stock dividend on the Common Stock is paid in shares of Common Stock, a stock dividend on the Class A Common Stock will be paid in a proportionate number of shares of Class A Common Stock.

5. Voting Rights. The holders of shares of Class A Common Stock shall be entitled to vote on all matters submitted to the holders of Common Stock for a vote at all meetings of the stockholders and shall vote together with the holders of the Common Stock as a single class and not as a separate class. Each holder of shares of Class A Common Stock shall be entitled to one-twentieth (1/20 ^th ) of one (1) vote for each share of Class A Common Stock held by such stockholder.

6. Merger, Consolidation, Combination or Dissolution of the Corporation.

(a) In the event of the voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of the Corporation, the holders of the Class A Common Stock shall be entitled to participate in any distribution to the stockholders of assets of the Corporation in the same per share amount as the holders of Common Stock.

(b) In the event of a merger, consolidation, share exchange or combination of the Corporation with another entity (whether or not the Corporation is the surviving entity) the holders of shares of Class A Common Stock shall be entitled to receive in respect of each share of Class A Common Stock the same indebtedness, other securities, cash, rights, or any other property, or any combination of shares, evidences of indebtedness, securities, cash, rights or any other property, as holders of shares of Common Stock shall be entitled to received in respect to each share in that transaction.

7. Splits or Combination of Shares. If the Corporation shall in any manner split, subdivide or combine the outstanding Common Stock, the outstanding shares of the Class A Common Stock shall be proportionately split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the class that has been split, subdivided or combined.

THIRD: The Classification of authorized but unissued shares as set forth in these Articles Supplementary does not increase the authorized capital of the Company or the aggregate par value thereof.

FOURTH: These Articles Supplementary have been approved by the majority of the Board of Directors of the Company in the manner prescribed by the MGCL.

IN WITNESS WHEREOF, the undersigned, the President of the Company acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, the matters and facts set forth herein are true in all material respects and that this statement is made under the penalties for perjury.

These Article Supplementary have been executed under seal in the name of the Company and on its behalf by its President and attested to by its Secretary on this 16 ^th day of June, 1998, and the officers of the Company further acknowledge said instruments to be the corporate acts of the Company, and State that to the best of their knowledge, information and belief under penalty of perjury the matters and facts herein set forth with respect to approval are true in all material respects.

ATTEST URSTADT BIDDLE PROPERTIES INC.

By: /s/ James R. Moore By: /s/ Willing L. Biddle (SEAL)

Name: James R. Moore Name: Willing L. Biddle

Title: Secretary Title: President

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EXHIBIT 3.1 (e)

ARTICLES SUPPLEMENTARY

URSTADT BIDDLE PROPERTIES INC.

Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:

FIRST: Pursuant to authority contained in Article 7 of the Charter of the Company (the "Charter"), 1,150,000 shares of authorized but unissued shares of the Company's preferred stock have been duly classified by the Board of Directors of the Company on April 7, 2005, as authorized but unissued shares of the Company's 7.5% Series D Senior Cumulative Preferred Stock and the Board of Directors of the Company has set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption thereof.

SECOND: A description of the 7.5% Series D Senior Cumulative Preferred Stock, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, as set by the Board of Directors of the Company, is as follows:

1. Designation and Number . A series of preferred stock, designated the 7.5% Series D Senior Cumulative Preferred Stock, par value $.01 per share (the "Series D Preferred Stock"), is hereby established. The number of shares constituting the Series D Preferred Stock shall be 1,150,000.

2. Defined Terms . The terms defined in this Section, whenever used herein, shall, unless the context otherwise requires, have the respective meanings hereinafter specified:

"Change of Control" means either (i) the occurrence of any merger or other acquisition with or by any person, entity or group as a consequence of which a majority of the outstanding shares of Common Stock of the Company shall be owned or acquired by such person, entity or group or (ii) the occurrence of any event or transaction as a consequence of which the persons, entities or organizations set forth in (A), (B) and (C), below, shall, in the aggregate, cease to own, beneficially or of record, or cease to control the voting or disposition or the power to direct the voting or disposition of, at least 75% of the number of shares of Common Stock of the Company which the persons, entities or organizations set forth in (A), (B) or (C), below, in the aggregate, own, beneficially or of record, or control the voting or disposition or have the power to direct the voting or disposition of, as of the date hereof (excluding, for the avoidance of doubt, any stock options or other stock rights which any such person, entity or organization may now own or hereafter acquire for purposes of this definition): (A) Charles J. Urstadt; (B) any Immediate Relative of Charles J. Urstadt (defined as his spouse, any of his children or any of their spouses, or any of his grandchildren or any of their spouses); or (C) any trust, corporation, partnership, limited liability company or other entity or organization controlled by Charles J. Urstadt or any Immediate Relative of Charles J. Urstadt or in which Charles J. Urstadt or any Immediate Relative of Charles J. Urstadt has any economic, beneficial or other interest.

"Common Stock" means the common stock, par value $.01 per share, of the Company, any stock into which such common stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such common stock, the Class A common stock, par value $.01 per share, of the Company, any stock into which such Class A common stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such Class A common stock, and all other stock of any class or classes (however designated) of the Company the holders of which have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference.

"De Minimis Series B Preferred Stock" means up to 100 shares of Series B Preferred Stock to be issued at the sole discretion of the Company subsequent to the original issuance of the Series B Preferred Stock pursuant to the consent of the holders of the Series B Preferred Stock contained in the Series B Subscription Agreement.

"Discount Rate" means, as of any date of determination, the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second business day preceding such date of determination on the display designated as "Page 678" on the Telerate Access Service (or such other display as may replace Page 678 on Telerate Access Service) for actively traded U.S. Treasury securities having a 30-year maturity as of such date of determination, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second business day preceding the date of determination in, Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a 30-year constant maturity as of such date of determination.

"Fifth Anniversary Date" means the date which is the fifth anniversary of the first date of issuance of any shares of Series D Preferred Stock.

"Make-Whole Price" means, for any share of Series D Preferred Stock as of any date of determination, the sum of (i) the present value as of such date of determination of all remaining scheduled dividend payments of such share of Series D Preferred Stock until the Fifth Anniversary Date, discounted by the Discount Rate, (ii) the Liquidation Preference (as defined in Section 6) and (iii) all accrued and unpaid dividends thereon to such date of determination.

"Regulated Person" means any bank holding company, subsidiary of a bank holding company or other person or entity that is subject to the Bank Holding Company Act of 1956, as amended from time to time.

"Series B Preferred Stock" means the 8.99% Series B Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

"Series B Subscription Agreement" means that certain Subscription Agreement, by and among the Company and certain holders of the Series B Preferred Stock, dated as of January 8, 1998, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof.

"Series C Preferred Stock" means the 8.5% Series C Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

3. Maturity . The Series D Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.

4. Rank . The Series D Preferred Stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, rank (i) senior to all classes or series of Common Stock of the Company, and to all equity securities issued by the Company ranking junior to the Series D Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company, (ii) on a parity with the Series B Preferred Stock, Series C Preferred Stock and with all other equity securities issued by the Company the terms of which specifically provide that such equity securities rank on a parity with the Series B, Series C and Series D Preferred Stock with respect to dividend rights or other rights upon liquidation, dissolution or winding up of the Company, and (iii) junior to all existing and future indebtedness of the Company. Without the affirmative vote or consent of at least two-thirds of the outstanding shares of Series D Preferred Stock, the Company may not issue any equity securities which rank senior to the Series D Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company. The term "equity securities" does not include convertible debt securities, which will rank senior to the Series D Preferred Stock prior to conversion.

5. Dividends .

(a) Holders of shares of the Series D Preferred Stock are entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 7.5% per annum of the Liquidation Preference (the "Dividend Yield").

(b) Dividends on the Series D Preferred Stock shall be cumulative from the date of original issue and shall be payable in arrears for each quarterly period ending January 31, April 30, July 31 and October 31 on January 31, April 30, July 31 and October 31, respectively, of each year, or, if any such date shall not be a business day, the next succeeding business day (each, a "Dividend Payment Date"). The first dividend will be payable on July 31, 2005, with respect to the period commencing on the date of issue and ending July 31, 2005. Any dividend payable on the Series D Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Company at the close of business on the applicable record date determined each quarter by the Board of Directors, as provided by the Maryland General Corporation Law (the "MGCL") (each, a "Dividend Record Date").

(c) No dividends on shares of Series D Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Company at such time as the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(d) Notwithstanding the foregoing, dividends on outstanding shares of the Series D Preferred Stock will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Accrued but unpaid dividends on shares of the Series D Preferred Stock will not bear interest and holders of shares of the Series D Preferred Stock will not be entitled to any distributions in excess of full cumulative distributions described above. Except as set forth in the next sentence, no dividends will be declared or paid or set apart for payment on any capital stock of the Company ranking, as to dividends, on a parity with or junior to the Series D Preferred Stock (other than a dividend in shares of the Company's Common Stock or in shares of any other class of stock ranking junior to the Series D Preferred Stock as to dividends and upon liquidation) for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on outstanding shares of the Series D Preferred Stock for all past dividend periods and the then current dividend period. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series D Preferred Stock and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series D Preferred Stock, all dividends declared upon the Series D Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Series D Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series D Preferred Stock and such other series of preferred stock, shall in all cases bear to each other the same ratio that accrued dividends per share on the Series D Preferred Stock and such other series of preferred stock (which shall not include any in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other.

(e) Except as provided in the immediately preceding paragraph (d), unless full cumulative dividends on outstanding shares of the Series D Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period, no dividends (other than in shares of Common Stock or other shares of capital stock ranking junior to the Series D Preferred Stock as to dividends and upon liquidation) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the Common Stock, or any other capital stock of the Company ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation, nor shall any shares of Common Stock, or any other shares of capital stock of the Company ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Company (except by conversion into or exchange for other capital stock of the Company ranking junior to the Series D Preferred Stock as to dividends and upon liquidation or redemption for the purpose of preserving the Company's qualification as a real estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code")). Holders of shares of the Series D Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on the Series D Preferred Stock as provided above. Any dividend payment made on shares of the Series D Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. So long as no dividends are in arrears, the Company shall be entitled at any time and from time to time to repurchase shares of Series D Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable laws.

6. Liquidation Preference .

(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series D Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders a liquidation preference of $25 per share (the "Liquidation Preference"), plus an amount equal to any accrued and unpaid dividends to the date of payment, but without interest, before any distribution of assets is made to holders of Common Stock or any other class or series of capital stock of the Company that ranks junior to the Series D Preferred Stock as to liquidation rights, but the holders of the shares of Series D Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the liquidation preference of any other series or class of the Company's capital stock hereafter issued which ranks senior as to liquidation rights to the Series D Preferred Stock has been paid in full. The holders of Series D Preferred Stock and all series or classes of the Company's capital stock which rank on a parity as to liquidation rights with the Series D Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Company that ranks senior to the Series D Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series D Preferred Stock will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series D Preferred Stock will have no right or claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust or entity or of any other corporation with or into the Company, or the sale, lease or conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the Company.

(b) In determining whether a distribution to holders of Series D Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, no effect shall be given to amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of shares of stock of the Company whose preferential rights upon dissolution are superior to those receiving the distribution.

7. Redemption .

(a) Subject to a redemption of shares of Series D Preferred Stock which shall be converted to Excess Stock (as defined in Section 12 of the Charter) pursuant to the Charter and a Change of Control, the Series D Preferred Stock is not redeemable, in whole or in part, prior to the Fifth Anniversary Date. However, in order to ensure that the Company will continue to meet the requirements for qualification as a REIT under the Code, the Company will have the right to purchase from the holder of shares of Series D Preferred Stock at any time any shares of Series D Preferred Stock in excess of 7.5% of the value of the outstanding capital stock of the Company. On and after the Fifth Anniversary Date, the Company, at its option, upon not less than 30 nor more than 60 days' written notice, may redeem shares of the Series D Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25 per share, plus all accrued and unpaid dividends thereon to the date fixed for redemption (subject to Section 7(d) and except with respect to shares of Series D Preferred Stock which shall have been converted into shares of Excess Stock pursuant to the Charter), without interest. Holders of Series D Preferred Stock which is to be redeemed shall surrender such Series D Preferred Stock at the place designated in such notice and shall be entitled to the redemption price and any accrued and unpaid dividends payable upon such redemption following such surrender. If notice of redemption of any shares of Series D Preferred Stock has been given and if the funds necessary for such redemption have been set aside by the Company in trust for the benefit of the holders of any shares of Series D Preferred Stock so called for redemption, then from and after the redemption date dividends will cease to accrue on such shares of Series D Preferred Stock, such shares of Series D Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price. If less than all of the outstanding shares of Series D Preferred Stock is to be redeemed, the Series D Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method determined by the Company.

(b) Unless full cumulative dividends on all shares of Series D Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods and the then current dividend period, no shares of Series D Preferred Stock shall be redeemed unless all outstanding shares of Series D Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Series D Preferred Stock (except by exchange for capital stock of the Company ranking junior to the Series D Preferred Stock as to dividends and upon liquidation); provided, however, that the foregoing shall not prevent the purchase by the Company of Excess Stock in order to ensure that the Company continues to meet the requirements for qualification as a REIT or any purchase or exchange offer made on the same terms to holders of all outstanding shares of Series D Preferred Stock. So long as no dividends are in arrears, the Company shall be entitled at any time and from time to time to repurchase shares of Series D Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable laws.

(c) Notice of redemption will be mailed by the Company, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series D Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Company. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series D Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series D Preferred Stock to be redeemed; (iv) the place or places where the Series D Preferred Stock is to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If less than all of the Series D Preferred Stock held by any holder is to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series D Preferred Stock held by such holder to be redeemed.

(d) Immediately prior to any redemption of Series D Preferred Stock, the Company shall pay, in cash, any accumulated and unpaid dividends through the redemption date, unless a redemption date falls after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case each holder of Series D Preferred Stock at the close of business on such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before such Dividend Payment Date.

8. Change of Control .

(a) In the event of a Change of Control of the Company, the Company shall have the right, at the Company's option, to redeem all or any part of the shares of each holder of Series D Preferred Stock at (i) prior to the Fifth Anniversary Date, the Make-Whole Price as of the date fixed for redemption (except with respect to shares of Series D Preferred Stock which shall have been converted into shares of Excess Stock pursuant to the Charter) and (ii) on or subsequent to the Fifth Anniversary Date, the redemption price of $25 per share, plus all accrued and unpaid dividends thereon, if any, without interest, up to the date fixed for redemption (except with respect to shares of Series D Preferred Stock which shall have been converted into shares of Excess Stock pursuant to the Charter), in each case pursuant to the procedures applicable to other redemptions of shares of Series D Preferred Stock.

9. Voting Rights .

(a) Holders of the Series D Preferred Stock will not have any voting rights, except as set forth below.

(b) Whenever dividends on any shares of Series D Preferred Stock shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive (a "Preferred Dividend Default"), the number of directors then constituting the Board of Directors shall be increased by two (if not already increased by reason of a similar arrearage with respect to any Parity Preferred (as hereinafter defined)), and the holders of such shares of Series D Preferred Stock (subject to certain restrictions in case of any Regulated Person) will be entitled to vote separately as a class with all other series of preferred stock ranking on a parity with the Series D Preferred Stock as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable, including, in that instance, the Series B and Series C Preferred Stock ("Parity Preferred"), in order to fill the vacancies thereby created, for the election of a total of two additional directors of the Company (the "Preferred Stock Directors") at a special meeting called by the Company at the request of holders of record of at least 20% of the Series D Preferred Stock or the holders of record of at least 20% of any series of Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual meeting of stockholders) or at the next annual meeting of stockholders, and at each subsequent annual meeting until all dividends accumulated on such shares of Series D Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In the event the directors of the Company are divided into classes, each such vacancy shall be apportioned among the classes of directors to prevent stacking in any one class and to insure that the number of directors in each of the classes of directors, are as nearly equal as possible. Each Preferred Stock Director, as a qualification for election as such (and regardless of how elected) shall submit to the Board of Directors of the Company a duly executed, valid, binding and enforceable letter of resignation from the Board of Directors, to be effective upon the date upon which all dividends accumulated on such shares of Series D Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment, whereupon the terms of office of all persons elected as Preferred Stock Directors by the holders of the Series D Preferred Stock and any Parity Preferred shall, upon the effectiveness of their respective letters of resignation, forthwith terminate, and the number of directors then constituting the Board of Directors shall be reduced accordingly. A quorum for any meeting shall exist if at least a majority of the outstanding shares of Series D Preferred Stock and shares of Parity Preferred upon which like voting rights have been conferred and are exercisable are represented in person or by proxy at such meetings. Such Preferred Stock Directors shall be elected upon the affirmative vote of a plurality of the shares of Series D Preferred Stock and such Parity Preferred (regardless of liquidation preference) present and voting in person or by proxy at a duly called and held meeting at which a quorum is present. If and when all accumulated dividends and the dividend for the then current dividend period on the Series D Preferred Stock shall have been paid in full or declared and set aside for payment in full, the holders thereof shall be divested of the foregoing voting rights (subject to revesting in the event of each and every Preferred Dividend Default). Any Preferred Stock Director may be removed at any time with or without cause by, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of the Series D Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Stock Director may be filled by written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series D Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). The Preferred Stock Directors shall each be entitled to one vote per director on any matter properly coming before the Board of Directors.

(c) So long as any shares of Series D Preferred Stock remain outstanding, the Company will not, without the affirmative vote or consent of the holders of at least two-thirds of the shares of the Series D Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class):

(i)	voluntarily terminate the status of the company as a REIT; or

(ii)

amend, alter or repeal the provisions of the Charter or these Articles Supplementary, whether by merger, consolidation or otherwise (an "Event"), so as to materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the Series D Preferred Stock or the holders thereof; provided, however, that without the affirmative vote or consent of each holder of shares of the Series D Preferred Stock outstanding at the time, no amendment, alteration or repeal of the provisions of the Charter or of these Articles Supplementary may be made that will (x) reduce the number of shares of the Series D Preferred Stock required to consent to an amendment, alteration or repeal of the Charter or these Articles Supplementary pursuant to this Section 9(c)(ii), (y) reduce the Dividend Yield or the Liquidation Preference or change the method of calculation of the Make-Whole Price or (z) change the payment date for payment of dividends with respect to the Series D Preferred Stock or change the period with respect to which such dividends are paid. With respect to the occurrence of any Event set forth above, so long as the Series D Preferred Stock (or any equivalent class or series of stock issued by the surviving corporation in any merger or consolidation to which the Company became a party) remains outstanding with the terms thereof materially unchanged, the occurrence of any such Event shall not be deemed to materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of holders of the Series D Preferred Stock. Any increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock, or any increase in the amount of the authorized shares of such series, in each case ranking on a parity with, or junior to the Series D Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or the issuance of additional shares of Series D Preferred Stock, Series C Preferred Stock or De Minimis Series B Preferred Stock shall not be deemed to materially and adversely affect any preferences, conversion and other rights, voting power, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption.

(d) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series D Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.

(e) Notwithstanding Section 9(b), any and all shares of Series D Preferred Stock owned by a Regulated Person which exceed 4.9% (the "Excess Regulated Person Shares") of the total issued and outstanding shares of Series D Preferred Stock shall not be entitled to vote for the election of Preferred Stock Directors (and shall not be counted for purposes of determining the percentage of holders of Series D Preferred Stock necessary to call the special meeting described in Section 9(b) or whether a quorum is present at such a meeting or for any other analogous purpose described in Section 9(b)) so long as such Excess Regulated Person Shares are owned by a Regulated Person.

(f) Except as expressly stated in these Articles Supplementary, the Series D Preferred Stock will not have any relative, participating, optional or other special voting rights and powers, and the consent of the holders thereof shall not be required for the taking of any corporate action, including but not limited to, any merger or consolidation involving the Company, or a sale of all or substantially all of the assets of the Company, or the liquidation or dissolution of the Company, irrespective of the effect that such merger, consolidation, sale, liquidation or dissolution may have upon the rights, preferences or voting power of the holders of the Series D Preferred Stock.

10. Conversion . The Series D Preferred Stock is not convertible into or exchangeable for any other securities or property of the Company.

THIRD: The classification of authorized but unissued shares as set forth in these Articles Supplementary does not increase the authorized capital of the Company or the aggregate par value thereof.

FOURTH: These Articles Supplementary have been approved by the majority of the Board of Directors of the Company in the manner prescribed by the MGCL.

IN WITNESS WHEREOF, the undersigned, the President of the Company acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts set forth herein are true in all material respects and that this statement is made under the penalties for perjury.

These Articles Supplementary have been executed under seal in the name of the Company and on its behalf by its President and attested to by its Assistant Secretary on this 7th day of April, 2005.

ATTEST		URSTADT BIDDLE PROPERTIES INC.



/s/ Raymond P. Argila		By /s/ Willing L. Biddle
Raymond P. Argila Assistant Secretary		Willing L. Biddle President

EXHIBIT 3.1 (f)

CERTIFICATE OF CORRECTION

ARTICLES SUPPLEMENTARY

URSTADT BIDDLE PROPERTIES INC.

Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the "SDAT") that:

FRIST: The title of the document being corrected by this Certificate of Correction is "Articles Supplementary of Urstadt Biddle Properties Inc." (the "Articles Supplementary").

SECOND: The name of the party to the Articles Supplementary is Urstadt Biddle Properties Inc.

THIRD: The Articles Supplementary being corrected by this Certificate of Correction were filed with and received of record by the SDAT on April 8, 2005.

FOURTH: The second sentence of Section 1 of the Articles Supplementary, which is the provision of the Articles Supplementary being corrected by this Certificate of Correction, as previously filed read as follows:

"The number of shares constituting the Series D Preferred Stock shall be 1,150,000."

Section 1 is hereby corrected by deleting that sentence in its entirety.

FIFTH: This Certificate of Correction does not (i) alter the wording of any resolution which was adopted by the Board of Directors of the Company or the stockholders of the Company or (ii) make any change or amendment which would not have complied in all respects with the requirements of the Maryland General Corporation Law.

IN WITNESS WHEREOF, the undersigned President of the Company acknowledges this Certificate of Correction to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts set forth herein are true in all material respects and that this statement is made under the penalties for perjury.

[Signatures follow]

This Certificate of Correction has been executed under seal in the name of the Company and on its behalf by its President and attested to by its Secretary on this 29 ^th day of April, 2005.

ATTEST: URSTADT BIDDLE PROPERTIES INC.

By: /s/ Thomas D. Myers By: /s/ Willing L. Biddle

Thomas D. Myers Willing L. Biddle

Secretary President

F:\USERS\MYERS\Word\MISCELL\CHARTER DOCS\SeriesD.Correction.042905.docx

EXHIBIT 3.1 (g)

ARTICLES SUPPLEMENTARY

URSTADT BIDDLE PROPERTIES INC.

Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:

FIRST: Under the authority set forth in Article VII of the charter of the Company, the Board of Directors of the Company on April 29, 2005, classified 850,000 additional unissued shares of the Company's preferred stock, par value $0.01 per share, as "7.5% Series D Senior Cumulative Preferred Stock." As a result, the aggregate number of authorized shares of 7.5% Series D Senior Cumulative Preferred Stock (the "Series D Preferred Stock") is increased from 1,150,000 to 2,000,000.

SECOND: The additional 850,000 shares of the Series D Preferred Stock shall be subject in all respects to the terms and conditions of the Company's charter and shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption that are applicable to the existing shares of the Series D Preferred Stock as set forth in the Articles Supplementary of the Company accepted for record by the State Department of Assessments and Taxation of the State of Maryland on April 8, 2005.

THIRD: The classification of authorized but unissued shares as set forth in these Articles Supplementary does not increase the authorized capital of the Company or the aggregate par value thereof.

FOURTH: These Articles Supplementary have been approved by a majority of the Board of Directors of the Company in the manner prescribed by the Maryland General Corporation Law.

IN WITNESS WHEREOF, the undersigned President of the Company acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts set forth herein are true in all material respects and that this statement is made under the penalties for perjury.

BALT01:941328v1|G373-000005|

These Articles Supplementary have been executed under seal in the name of the Company and on its behalf by its President and attested to by its Secretary on this 29th day of April, 2005.

ATTEST:		URSTADT BIDDLE PROPERTIES INC.



/s/ Thomas D. Myers _________		By: /s/ Willing L. Biddle ________
Thomas D. Myers Secretary		Willing L. Biddle President

BALT01:941328v1|G373-000005|

EXHIBIT 3.1 (h)

ARTICLES SUPPLEMENTARY

URSTADT BIDDLE PROPERTIES INC.

Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:

FIRST: Under the authority set forth in Article VII of the charter of the Company, the Board of Directors of the Company on June 1, 2005 classified 450,000 additional unissued shares of the Company's preferred stock, par value $0.01 per share, as "7.5% Series D Senior Cumulative Preferred Stock." As a result, the aggregate number of authorized shares of 7.5% Series D Senior Cumulative Preferred Stock (the "Series D Preferred Stock") is increased from 2,000,000 to 2,450,000.

SECOND: The additional 450,000 shares of the Series D Preferred Stock shall be subject in all respects to the terms and conditions of the Company's charter and shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption that are applicable to the existing shares of the Series D Preferred Stock as set forth in the Articles Supplementary of the Company accepted for record by the State Department of Assessments and Taxation of the State of Maryland on April 8, 2005.

THIRD: The classification of authorized but unissued shares as set forth in these Articles Supplementary does not increase the authorized capital of the Company or the aggregate par value thereof.

FOURTH: These Articles Supplementary have been approved by a majority of the Board of Directors of the Company in the manner prescribed by the Maryland General Corporation Law.

These Articles Supplementary have been executed under seal in the name of the Company and on its behalf by its President and attested to by its Secretary on this 3rd day of June, 2005.

ATTEST URSTADT BIDDLE PROPERTIES INC.

/s/ Thomas D. Myers By: /s/ Willing L. Biddle

Thomas D. Myers Willing L. Biddle

Secretary President

EXHIBIT 3.1 (i)

ARTICLES SUPPLEMENTARY

URSTADT BIDDLE PROPERTIES INC.

7.125% SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK

Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:

FIRST: Pursuant to authority contained in Article VII of the charter of the Company (the "Charter"), 5,175,000 shares of authorized but unissued shares of the Company's preferred stock have been duly classified by the board of directors of the Company (the "Board of Directors") and a duly authorized committee thereof as authorized but unissued shares of the Company's 7.125% Series F Cumulative Redeemable Preferred Stock and the Board of Directors and a duly authorized committee thereof has by resolution set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption thereof.

SECOND: A description of the 7.125% Series F Cumulative Redeemable Preferred Stock, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, as set by the Board of Directors, is as follows:

1. Designation and Number . A series of preferred stock, designated the 7.125% Series F Cumulative Redeemable Preferred Stock, par value $.01 per share (the "Series F Preferred Stock"), is hereby established. The number of shares constituting the Series F Preferred Stock shall initially be 5,175,000.

2. Defined Terms . The terms defined in this Section, whenever used herein, shall, unless the context otherwise requires, have the respective meanings hereinafter specified:

"Alternative Conversion Consideration" shall have the meaning set forth in Section 10(a).

"Alternative Form Consideration" shall have the meaning set forth in Section 10(a).

"Annual Dividend Rate" shall have the meaning set forth in Section 5(a).

"Board of Directors" shall mean the Board of Directors of the Company or any committee authorized by the Board of Directors to perform any of its responsibilities with respect to the Series F Preferred Stock.

"Change of Control" occurs when, after the Series F Preferred Stock issue date, the following have occurred and are continuing:

(a) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, other than Exempted Persons, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of Common Stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of Common Stock entitled to vote generally in the election of directors (and such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

(b) following the closing of any transaction referred to in (a) above, neither the Company nor the acquiring or surviving entity has a class of common securities (or American Depository Receipts representing such securities) listed or quoted on the NYSE, the NYSE MKT or the NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or the NASDAQ.

"Change of Control Redemption Right" shall have the meaning set forth in Section 8.

"Change of Control Conversion Right" shall have the meaning set forth in Section 10(a).

"Class A Common Stock" shall mean the Class A Common Stock, par value $.01 per share, of the Company and any stock into which such Class A Common Stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such Class A Common Stock.

"Code" shall have the meaning set forth in Section 5(e).

"Common Stock" shall mean the common stock, par value $.01 per share, of the Company, any stock into which such common stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such common stock, the Class A Common Stock, and all other stock of any class or classes (however designated) of the Company the holders of which have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference.

"Common Share Conversion Consideration" shall have the meaning set forth in Section 10(a).

"Common Stock Price" shall have the meaning set forth in Section 10(a).

"Company" shall have the meaning set forth in the first paragraph of these Articles Supplementary.

"Conversion Agent" shall have the meaning set forth in Section 10(d).

"Conversion Consideration" shall have the meaning set forth in Section 10(a).

"Conversion Date" shall have the meaning set forth in Section 10(a).

"Dividend Payment Date" shall have the meaning set forth in Section 5(b).

"Dividend Record Date" shall have the meaning set forth in Section 5(b).

"Dividend Yield" shall have the meaning set forth in Section 5(a).

"Early Redemption Right" shall have the meaning set forth in Section 7(a).

"Event" shall have the meaning set forth in Section 11(c)(ii).

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Exchange Cap" shall have the meaning set forth in Section 10(a).

"Exempted Person" shall mean (i) Charles J. Urstadt; (ii) any Urstadt Family Member (as hereinafter defined); (iii) any executor, administrator, trustee or personal representative who succeeds to the estate of Charles J. Urstadt or an Urstadt Family Member as a result of the death of such individual, acting in their capacity as an executor, administrator, trustee or personal representative with respect to any such estate; (iv) a trustee, guardian or custodian holding property for the primary benefit of Charles J. Urstadt or any Urstadt Family Member, (v) any corporation, partnership, limited liability company or other business organization that is directly or indirectly controlled by one or more persons or entities described in clauses (i) through (iv) hereof and is not controlled by any other person or entity; and (vi) any charitable foundation, trust or other not-for-profit organization for which one or more persons or entities described in clauses (i) through (v) hereof controls the investment and voting decisions in respect of any interest in the Company held by such organization. For sake of clarity with respect to clause (v) above, "control" includes the power to control the investment and voting decisions of any such corporation, partnership, limited liability company or other business organization.

For purposes of this definition, the term "Urstadt Family Member" shall mean and include the spouse of Charles J. Urstadt, the descendants of the parents of Charles J. Urstadt, the descendants of the parents of the spouse of Charles J. Urstadt, the spouses of any such descendant and the descendants of the parents of any spouse of a child of Charles J. Urstadt. For this purpose, an individual's "spouse" includes the widow or widower of such individual, and an individual's "descendants" includes biological descendants and persons deriving their status as descendants by adoption.

"Fifth Anniversary Date" shall mean October 24, 2017.

"Liquidation Preference" shall have the meaning set forth in Section 6(a).

"Make-Whole Price" shall mean, for any shares of Series F Preferred Stock redeemed pursuant to the Early Redemption Right, the sum of (i) the Liquidation Preference, (ii) all accrued and unpaid dividends thereon to such date of redemption (except for dividends payable as described in the last sentence of Section 9(a)) and (iii) the present value as of the date of redemption of all remaining scheduled dividend payments for such shares of Series F Preferred Stock until the Fifth Anniversary Date (except for dividends payable as described in the last sentence of Section 9(a)), calculated using a discount rate equal to the Treasury Rate (determined on the date of the notice of redemption) plus 50 basis points.

"MGCL" shall mean the Maryland General Corporation Law.

"NASDAQ" shall mean the Nasdaq Stock Market or any exchange or quotation system that is a successor to the Nasdaq Stock Market on which the Series F Preferred Stock is listed or quoted.

"NYSE" shall mean the New York Stock Exchange or any exchange or quotation system that is a successor to the New York Stock Exchange on which the Series F Preferred Stock is listed or quoted.

"NYSE MKT" shall mean the NYSE MKT (formerly known as the NYSE Amex Equities) or any exchange or quotation system that is a successor to the NYSE MKT on which the Series F Preferred Stock is listed or quoted.

"Optional Redemption Right" shall have the meaning set forth in Section 7(a).

"Parity Preferred" shall have the meaning set forth in Section 11(b).

"Person" shall mean any natural person, corporation, limited partnership, limited liability company, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any governmental authority.

"Preferred Dividends" shall mean, for any period, dividends accrued during such period in respect of all Preferred Stock held by persons other than the Company.

"Preferred Dividend Default" shall have the meaning set forth in Section 11(b).

"Preferred Stock" shall mean, as applied to the capital stock of the Company, capital stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of stock of any other class of the Company.

"Preferred Stock Director" shall have the meaning set forth in Section 11(b).

"REIT" shall have the meaning set forth in Section 5(e).

"Rights and Preferences" shall have the meaning set forth in Section 11(c)(ii).

"Set apart for payment" shall be deemed to include, without any action other than the following, the recording by the Company in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a dividend or other distribution by the Board of Directors, the allocation of funds to be so paid on any series or class of stock of the Company.

"Series A Preferred Stock" shall mean the Series A Participating Preferred Stock, par value $.01 per share, of the Company that is reserved for issuance pursuant to a rights agreement between the Company and The Bank of New York Mellon, as rights agent.

"Series C Preferred Stock" shall mean the 8.5% Series C Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

"Series D Preferred Stock" shall mean the 7.5% Series D Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

"Series E Preferred Stock" shall mean the 8.5% Series E Senior Cumulative Preferred Stock, par value $.01 per share, of the Company.

"Share Cap" shall have the meaning set forth in Section 10(a).

"Share Split" shall have the meaning set forth in Section 10(a).

"Treasury Rate" shall mean, with respect to any date of determination, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such date of determination (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date of anticipated date of redemption to the Fifth Anniversary Date; provided, however, that if the period from such date of redemption to the Fifth Anniversary Date is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such date of redemption to the Fifth Anniversary Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

3. Maturity . The Series F Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.

4. Ranking . The Series F Preferred Stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, rank (a) senior to all classes or series of Common Stock of the Company, and to all equity securities issued by the Company ranking junior to the Series F Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company, including the Series A Preferred Stock, if and when issued, (b) on a parity with the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and with all other equity securities issued by the Company the terms of which specifically provide that such equity securities rank on a parity with the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock with respect to dividend rights or other rights upon liquidation, dissolution or winding up of the Company, and (c) junior to all existing and future indebtedness of the Company, and to any equity securities that the Company may issue in the future the terms of which specifically provide that such class or series rank senior to the Series F Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up.

5. Dividends .

(a) Holders of shares of the Series F Preferred Stock are entitled to receive, when and as authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, preferential cumulative dividends payable in cash at the rate per annum of $1.78125 per share of the Series F Preferred Stock (the "Annual Dividend Rate") which is equivalent to a rate of 7.125% per annum of the Liquidation Preference (the "Dividend Yield").

(b) Dividends on the Series F Preferred Stock shall be cumulative from the date of original issue and shall be payable in arrears for each quarterly period ending January 31, April 30, July 31 and October 31 on January 31, April 30, July 31 and October 31, respectively, of each year, or, if any such date shall not be a business day, the next succeeding business day (each, a "Dividend Payment Date"). The amount of dividends payable on each Dividend Payment Date for the Series F Preferred Stock shall be computed by dividing the Annual Dividend Rate by four. The first dividend will be payable on January 31, 2013, with respect to the period commencing on the first date on which shares of the Series F Preferred Stock are issued and ending January 31, 2013. The amount of any dividend payable on the Series F Preferred Stock with respect to any other period (that is shorter or longer than one full quarterly period) will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Company at the close of business on the applicable record date determined each quarter by the Board of Directors, as provided by the MGCL, which shall not be more than 30 days preceding the applicable Dividend Payment Date (each, a "Dividend Record Date").

(c) No dividends on shares of Series F Preferred Stock shall be authorized by the Board of Directors or declared or paid or set apart for payment by the Company at such time as the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart shall be restricted or prohibited by law.

(d) Notwithstanding the foregoing, dividends on outstanding shares of the Series F Preferred Stock will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Accrued but unpaid dividends on shares of the Series F Preferred Stock will not bear interest and holders of shares of the Series F Preferred Stock will not be entitled to any distributions in excess of full cumulative distributions described above. Except as set forth in the next sentence, no dividends will be authorized, declared and paid or authorized, declared and set apart for payment on any capital stock of the Company ranking, as to dividends, on a parity with the Series F Preferred Stock (other than a dividend in shares of the Company's Common Stock or in shares of any other class of stock ranking junior to the Series F Preferred Stock as to dividends and upon liquidation) for any period unless full cumulative dividends have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for such payment on outstanding shares of the Series F Preferred Stock for all past dividend periods. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series F Preferred Stock and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series F Preferred Stock, all dividends authorized and declared upon the Series F Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Series F Preferred Stock shall be authorized and declared ratably so that the amount of dividends authorized and declared per share of Series F Preferred Stock and such other series of preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series F Preferred Stock and such other series of preferred stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other.

(e) Unless full cumulative dividends on outstanding shares of the Series F Preferred Stock have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, no dividends (other than in shares of Common Stock or other shares of capital stock ranking junior to the Series F Preferred Stock as to dividends and upon liquidation) shall be authorized, declared and paid or authorized, declared and set apart for payment nor shall any other distribution be authorized and declared or made upon the Common Stock, or any other capital stock of the Company ranking junior to or on a parity with the Series F Preferred Stock as to dividends or upon liquidation, nor shall any shares of Common Stock, or any other shares of capital stock of the Company ranking junior to or on a parity with the Series F Preferred Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Company (except by conversion into or exchange for other capital stock of the Company ranking junior to the Series F Preferred Stock as to dividends and upon liquidation or redemption for the purpose of preserving the Company's qualification as a real estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), including as contemplate by Article IX of the Charter). Holders of shares of the Series F Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on the Series F Preferred Stock as provided above. Any dividend payment made on shares of the Series F Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. So long as no dividends are in arrears, the Company shall be entitled at any time and from time to time to repurchase shares of Series F Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable laws.

6. Liquidation Preference .

(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series F Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders a liquidation preference of $25.00 per share (the "Liquidation Preference"), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or not declared), but without interest, before any distribution of assets is made to holders of Common Stock or any other class or series of capital stock of the Company that ranks junior to the Series F Preferred Stock as to liquidation rights. However, the holders of the shares of Series F Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the liquidation preference of any other series or class of the Company's capital stock hereafter issued which ranks senior as to liquidation rights to the Series F Preferred Stock has been paid in full. The holders of Series F Preferred Stock and all series or classes of the Company's capital stock which rank on a parity as to liquidation rights with the Series F Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Company that ranks senior to the Series F Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series F Preferred Stock will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series F Preferred Stock will have no right or claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust or entity or of any other corporation with or into the Company, or the sale, lease or conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the Company.

(b) In determining whether a distribution to holders of Series F Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Company or otherwise is permitted under the MGCL, no effect shall be given to amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of shares of stock of the Company whose preferential rights upon dissolution are superior to those receiving the distribution.

7. Optional Redemption .

(a) Prior to the Fifth Anniversary Date, the Company may, at its option, upon notice pursuant to Section 9 hereof, redeem shares of the Series F Preferred Stock, in whole or in part, at any time or from time to time, for cash at the Make-Whole Price (the "Early Redemption Right"). On and after the Fifth Anniversary Date, the Company may, at its option, upon notice pursuant to Section 9 hereof, redeem shares of the Series F Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon to, but not including, the date fixed for redemption (except for dividends payable as described in the last sentence of Section 9(a)) without interest (the "Optional Redemption Right"). In addition to the Early Redemption Right and the Optional Redemption Right, in order to ensure that the Company remains qualified as a REIT under the Code, the Company will have the right to purchase from a holder of shares of Series F Preferred Stock at any time any shares of Series F Preferred Stock held by such holder in excess of 7.5% of the value of the outstanding capital stock of the Company in accordance with Article IX of the Charter.

(b) The Series F Preferred Stock is subject to the provisions of Article IX of the Charter, including, without limitation, the provisions for conversion into shares of Excess Stock and the redemption of shares of Excess Stock and shares transferred, or attempted to be transferred, in violation of such provisions. In addition to the redemption rights set forth in Article IX of the Charter, shares of Excess Stock issued upon conversion of shares of Series F Preferred Stock may be redeemed, in whole or in part, at any time when outstanding shares of Series F Preferred Stock are being redeemed, for cash at the Make-Whole Price, if applicable, or for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on the shares of Series F Preferred Stock that were converted into such shares of Excess Stock prior to, but not including, the date of such redemption and all dividends that, but for such conversion into shares of Excess Stock, would have accumulated and been unpaid on the shares of Series F Preferred Stock so converted (whether or not declared) to, but not including, the date fixed for redemption, without interest.

8. Special Optional Redemption . In the event of a Change of Control of the Company, regardless of whether the Change of Control occurs prior to or after the Fifth Anniversary Date, the Company shall have the right, at the Company's option, to redeem all or any part of the shares of each holder of Series F Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon (whether or not declared) (except for dividends payable as described in the last sentence of Section 9(a)) to, but not including, the date fixed for redemption (a "Change of Control Redemption Right").

9. Redemption Procedures .

(a) The Company shall give notice of redemption by mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, addressed to the respective holders of record of the Series F Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Company. No failure to give such notice or any defect in the notice or in the mailing of the notice will affect the validity of the proceedings for the redemption of any shares of Series F Preferred Stock except as to a holder to whom notice was defective or not given. Each notice will state: (i) the redemption date; (ii) the redemption price or the Make-Whole Price, as applicable; (iii) the number of shares of Series F Preferred Stock to be redeemed; (iv) the place or places where the Series F Preferred Stock is to be surrendered for payment of the redemption price or the Make-Whole Price, as applicable; (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date and (vi) if such redemption is being made in connection with a Change of Control, holders of Series F Preferred Stock being so called for redemption will not be able to tender such shares of Series F Preferred Stock for conversion in connection with the Change of Control and each share of Series F Preferred Stock tendered for conversion that is called, prior to the Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Conversion Date. Notwithstanding the foregoing, no notice of redemption will be required where the Company elects to redeem Series F Preferred Stock to preserve its REIT qualification. If the Company redeems less than all of the Series F Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of shares of Series F Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series F Preferred Stock are to be redeemed, the shares to be redeemed will be selected by lot or pro rata or in some other equitable manner determined by the Company. If a redemption date falls after a Dividend Record Date and prior to the corresponding Dividend Payment Date, each holder of Series F Preferred Stock at the close of business on the applicable Dividend Record Date is entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before the Dividend Payment Date.

(b) If the Company has given notice of redemption of any shares of Series F Preferred Stock and has set apart for payment the funds necessary for the redemption for the benefit of the holders of any shares of Series F Preferred Stock called for redemption, then from and after the redemption date (i) dividends will cease to accrue on such shares of Series F Preferred Stock, (ii) the shares of Series F Preferred Stock will no longer be deemed outstanding and (iii) all rights of the holders of the shares will terminate, except the right to receive the redemption price.

(c) If full cumulative dividends on the Series F Preferred Stock have not been paid or declared and set apart for payment for all prior dividend periods, the Company may not redeem any Series F Preferred Stock unless it simultaneously redeems all outstanding shares of Series F Preferred Stock, and the Company will not purchase or otherwise acquire directly or indirectly any shares of Series F Preferred Stock (except by exchange for shares of capital stock ranking junior to the Series F Preferred Stock as to dividends and upon liquidation). Notwithstanding the foregoing, the Company may purchase excess stock in order to ensure that it continues to meet the requirements for qualification as a REIT or any purchase or exchange offer made on the same terms to holders of all outstanding shares of Series F Preferred Stock. So long as no dividends are in arrears, the Company is entitled, at any time and from time to time, to repurchase shares of Series F Preferred Stock in open-market transactions duly authorized by the Board of Directors in compliance with applicable law.

10. Conversion Rights .

(a) Upon the occurrence of a Change of Control, unless, prior to the Conversion Date, the Company provides notice of redemption of such shares of Series F Preferred Stock pursuant to Section 9, then, unless the holders of the Series F Preferred Stock will receive Alternative Form Consideration pursuant to this Section 10(a), each holder of shares of Series F Preferred Stock shall have the right, subject to Section 10(k), to convert all or part of the Series F Preferred Stock held by such holder (the "Change of Control Conversion Right") on the Conversion Date into a number of shares of Class A Common Stock per share of Series F Preferred Stock to be converted (the "Common Share Conversion Consideration") equal to the lesser of (a) the quotient obtained by dividing (i) the sum of $25.00 plus (subject to Section 10(c) hereof) the amount of any accumulated and unpaid dividends thereon (whether or not declared) to, but not including, the Change of Control Conversion Date, as applicable, by (ii) the Common Stock Price and (b) 2.5920 (as adjusted pursuant to the immediately succeeding paragraph, the "Share Cap").

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Class A Common Stock dividend), subdivisions or combinations (in each case, a "Share Split") with respect to the Class A Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Class A Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of

Class A Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Class A Common Stock outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Class A Common Stock (or equivalent Alternative Conversion Consideration, as applicable) issuable in connection with the exercise of the Change of Control Conversion Right and in respect of the Series F Preferred Stock shall not exceed 13,413,600 shares of Class A Common Stock (or equivalent Alternative Conversion Consideration, as applicable), subject to increase on a pro rata basis if the number of authorized shares of Series F Preferred Stock increases after the first date on which any shares of the Series F Preferred Stock are issued (the "Exchange Cap"). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.

In the case of a Change of Control pursuant to which, or in connection with which, shares of Class A Common Stock shall be converted into cash, securities or other property or assets, including any combination thereof (the "Alternative Form Consideration"), a holder of shares of Series F Preferred Stock shall receive upon conversion of such shares of Series F Preferred Stock (subject to the immediately succeeding paragraph) the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number of shares of Class A Common Stock equal to the Common Share Conversion Consideration immediately prior to the effective time of the Change of Control (the "Alternative Conversion Consideration" and, together with the Common Share Conversion Consideration, the "Conversion Consideration").

If holders of shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in connection with the Change of Control, the consideration that the holders of Series F Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality of the shares of Class A Common Stock held by stockholders who participate in the election and shall be subject to any limitations to which all holders of Class A Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Change of Control.

The "Conversion Date" with respect to any Change of Control shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Company provides notice of the Change of Control pursuant to Section 10(d).

The "Common Stock Price" for any Change of Control shall be (i) if the consideration to be received in the Change of Control by the holders of the shares of Class A Common Stock is solely cash, the amount of cash consideration per share of Class A Common Stock, and (ii) if the consideration to be received in the Change of Control by the holders of the shares of Class A Common Stock is other than solely cash (including if such holders do not receive consideration), the average of the closing prices per share of Class A Common Stock on the NYSE, the NYSE MKT or the NASDAQ for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control.

(b) No fractional shares of Class A Common Stock shall be issued upon the conversion of Series F Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.

(c) If a Conversion Date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of shares of Series F Preferred Stock at the close of business on such Dividend Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date in accordance with Section 5 hereof, notwithstanding the conversion of such shares on or prior to such Dividend Payment Date, but the Conversion Rate shall not be calculated to include such accrued and unpaid dividends.

(d) Within 15 days following the occurrence of a Change of Control, the Company shall deliver a notice of the occurrence of the Change of Control, describing the resulting Change of Control Conversion Right, to the holders of record of the outstanding shares of Series F Preferred Stock as their addresses as they appear on the Company's stock transfer records. No failure to give such a notice or any defect thereto or in the mailing thereof shall affect the sufficiency of the notice or validity of the proceedings for the conversion of any share of Series F Preferred Stock except as to the holder to whom notice was defective or not given. A notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received such notice. Each notice shall state: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series F Preferred Stock may exercise their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Conversion Date; (vi) that if, prior to the Conversion Date, the Company provides notice of its election to redeem all or any portion of the Series F Preferred Stock, the holder will not be able to convert the shares of Series F Preferred Stock called for redemption, and such shares of Series F Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series F Preferred Stock converted; (viii) the name and address of the paying agent and the conversion agent (the "Conversion Agent"); and (ix) the procedures that the holders of Series F Preferred stock must follow to exercise the Change of Control Conversion Right.

(e) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in such a notice, and post such a notice on the Company's website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice pursuant to Section 10(d) to the holders of record of Series F Preferred Stock.

(f) In order to exercise the Change of Control Conversion Right, a holder of record of shares of Series F Preferred Stock shall be required to deliver, on or before the close of business on the Conversion Date, the certificates, if any, representing any certificated shares of Series F Preferred Stock to be converted, duly endorsed for transfer, together with a written notice of exercise and any other documents the Company reasonably requires in connection with such conversion, to the Conversion Agent. Such notice shall state the number of shares of Series F Preferred Stock to be converted. Notwithstanding the foregoing if the shares of Series F Preferred Stock are held in global form, such notice shall instead comply with applicable procedures of The Depository Trust Company.

(g) Holders of Series F Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part), by a written notice of withdrawal delivered to the Conversion Agent prior to the close of business on the Business Day prior to the Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series F Preferred Stock; (ii) if certificated shares of Series F Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn shares of Series F Preferred Stock; and (iii) the number of shares of Series F Preferred Stock, if any, which remain subject to the notice of exercise. Notwithstanding the foregoing, if the shares of Series F Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures of The Depository Trust Company.

(h) Shares of Series F Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the notice of exercise has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Conversion Date unless, prior to the Conversion Date, the Company provides notice of its election to redeem such shares of Series F Preferred Stock, whether pursuant to its Early Redemption Right, Optional Redemption Right or Change of Control Redemption Right.

(i) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Conversion Date.

(j) In connection with the exercise of any Change of Control Conversion Right, the Company shall comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series F Preferred Stock into Conversion Consideration.

(k) Notwithstanding anything to the contrary in this Section 10, no holder of Series F Preferred Stock will be entitled to convert any shares of Series F Preferred Stock into shares of Class A Common Stock to the extent that receipt of shares of Class A Common Stock upon the conversion of such shares of Series F Preferred Stock in accordance with this Section 10 would cause such person or any other person to violate Section 9.2 of Article IX of the Charter.

11. Voting Rights .

(a) Holders of the Series F Preferred Stock will not have any voting rights, except as set forth below.

(b) Whenever dividends on any shares of Series F Preferred Stock shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive (a "Preferred Dividend Default"), the number of directors then constituting the Board of Directors shall be increased by two (if not already increased by reason of a similar arrearage with respect to any Parity Preferred (as hereinafter defined)), and the holders of such shares of Series F Preferred Stock will be entitled to vote separately as a class with all other series of preferred stock ranking on a parity with the Series F Preferred Stock as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable, including, in that instance, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock ("Parity Preferred"), in order to fill the vacancies thereby created, for the election of a total of two additional directors of the Company (the "Preferred Stock Directors") at a special meeting called by the Company at the request of holders of record of at least 10% of the Series F Preferred Stock or the holders of record of at least 10% of any series of Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual meeting of stockholders) or at the next annual meeting of stockholders, and at each subsequent annual meeting until (or, if the directors are divided into classes, at the conclusion of the terms of each Preferred Stock Director) all dividends accumulated on such shares of Series F Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. In the event the directors of the Company are divided into classes, each such vacancy shall be apportioned among the classes of directors to prevent stacking in any one class and to insure that the number of directors in each of the classes of directors, are as nearly equal as possible. Each Preferred Stock Director, as a qualification for election as such (and regardless of how elected) shall submit to the Board of Directors of the Company a duly executed, valid, binding and enforceable letter of resignation from the Board of Directors, to be effective upon the date upon which all dividends accumulated on such shares of Series F Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment, whereupon the terms of office of all persons elected as Preferred Stock Directors by the holders of the Series F Preferred Stock and any Parity Preferred shall, upon the effectiveness of their respective letters of resignation, forthwith terminate, and the number of directors then constituting the Board of Directors shall be reduced accordingly. A quorum for any meeting shall exist if at least a majority of the outstanding shares of Series F Preferred Stock and shares of Parity Preferred upon which like voting rights have been conferred and are exercisable are represented in person or by proxy at such meetings. Such Preferred Stock Directors shall be elected upon the affirmative vote of a plurality of the shares of Series F Preferred Stock and such Parity Preferred (regardless of liquidation preference) present and voting in person or by proxy at a duly called and held meeting at which a quorum is present. If and when all accumulated dividends and the dividend for the then current dividend period on the Series F Preferred Stock shall have been paid in full or declared and set apart for payment, the holders thereof shall be divested of the foregoing voting rights (subject to revesting in the event of each and every Preferred Dividend Default). Any Preferred Stock Director may be removed at any time with or without cause by, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of the Series F Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Stock Director may be filled by written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series F Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). The Preferred Stock Directors shall each be entitled to one vote per director on any matter properly coming before the Board of Directors. Notwithstanding the foregoing, in no event shall the holders of Series F Preferred Stock be entitled pursuant to this Section 11(b) to elect a director that would cause the Company to fail to satisfy a requirement relating to director independence of any securities exchange on which any class or series of the Company's stock is listed.

(c) So long as any shares of Series F Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by the Charter, the affirmative vote of at least two-thirds of the votes entitled to be cast by the holders of Series F Preferred Stock, at the time outstanding, voting separately as a class, given in person or by proxy, either in writing without a meeting or by vote at any meeting, shall be necessary for effecting or validating:

(i) any voluntary termination or revocation of the status of the Company as a REIT;

(ii) any amendment, alteration or repeal of any of the provisions of the Charter or these Articles Supplementary (whether by merger, consolidation or otherwise (an "Event")) that materially and adversely affects any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption (the "Rights and Preferences") of the Series F Preferred Stock or the holders thereof; provided , however , that (x) the amendment of the provisions of the Charter so as to authorize, create or increase the authorized amount of any shares ranking on parity with or junior to the Series F Preferred Stock as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up (including any increase in the number of authorized shares of Series F Preferred Stock) shall not be deemed to materially adversely affect the Rights and Preferences, and (y) any filing with the State Department of Assessments and Taxation of the State of Maryland by the Company, including in connection with an Event, shall not be deemed to be an amendment, alteration or repeal of any of the provisions of the Charter or these Articles Supplementary that materially and adversely affects the Rights and Preferences, provided that: (1) the Company is the surviving entity and the Series F Preferred Stock remain outstanding with the terms thereof materially unchanged in any respect adverse to the holders thereof; or (2) the resulting, surviving or transferee entity is organized under the laws of any state and substitutes or exchanges the Series F Preferred Stock for other preferred stock, shares or other equity interests having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption thereof that are substantially similar to that of the Series F Preferred Stock (except for changes that do not materially and adversely affect the holders of Series F Preferred Stock); or

(iii) the authorization, creation or the increase in the authorized number of shares of any class or series, or any security convertible into shares of any class or series of stock of the Company ranking prior to the Series F Preferred Stock as to distribution on any liquidation, dissolution or winding up of the Company or as to the payment of dividends;

provided , however , that, in the case of each of subparagraphs (i), (ii) and (iii), no such vote of the holders of Series F Preferred Stock shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, as the case may be, all outstanding shares of Series F Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption or, in the case of an Event, regardless of the date of the transaction, the holders of the Series F Preferred Stock receive in the transaction their liquidation preference plus accrued and unpaid dividends.

For purposes of determining the voting rights of the holders of the Series F Preferred Stock under this Section 11(c), each holder will be entitled to one vote for each Liquidation Preference per share with respect to shares of the Series F Preferred Stock held by such holder. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of the Series F Preferred Stock has been cast or given on any matter on which the holders of shares of the Series F Preferred Stock are entitled to vote shall be determined by the Company by reference to the specified liquidation amounts of the shares voted or covered by the consent.

(d) As to any voting right set forth in Section 11(c), the holders of Series F Preferred Stock shall have exclusive voting rights on any proposed amendment to the Charter that would alter only the contract rights the Series F Preferred Stock.

(e) Except as expressly stated in these Articles Supplementary, the Series F Preferred Stock will not have any relative, participating, optional or other special voting rights and powers, and the consent of the holders thereof shall not be required for the taking of any corporate action, including but not limited to, any merger or consolidation involving the Company, or a sale of all or substantially all of the assets of the Company, or the liquidation or dissolution of the Company, irrespective of the effect that such merger, consolidation, sale, liquidation or dissolution may have upon the rights, preferences or voting power of the holders of the Series F Preferred Stock.

12. Information Right . During any period during which the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series F Preferred Stock are outstanding, the Company will (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series F Preferred Stock, as their names and addresses appear in the Company's record books and without cost to such holders, copies of annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Company would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Company would have been required to file such reports with the United States Securities and Exchange Commission if the Company were subject to Section 13 or 15(d) of the Exchange Act (in each case, based on the dates on which the Company would be required to file such periodic reports if it were an "accelerated filer" within the meaning of the Exchange Act), and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of the Series F Preferred Stock.

THIRD: The classification of authorized but unissued shares as set forth in these Articles Supplementary does not increase the authorized stock of the Company or the aggregate par value thereof.

FOURTH: These Articles Supplementary have been approved by the Board of Directors of the Company in the manner prescribed by the MGCL.

IN WITNESS WHEREOF , the undersigned, the President of the Company acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts set forth herein are true in all material respects and that this statement is made under the penalties for perjury.

These Articles Supplementary have been executed under seal in the name of the Company and on its behalf by its President and attested to by its Secretary on this 22nd day of October, 2012.


ATTEST	URSTADT BIDDLE PROPERTIES INC.



/s/ Thomas D. Myers	By:	/s/ Willing L. Biddle
Thomas D. Myers		Willing L. Biddle
Secretary		President

EXHIBIT 3.1 (j)

ARTICLES OF AMENDMENT

URSTADT BIDDLE PROPERTIES INC.

Urstadt Biddle Properties Inc., a Maryland corporation (the "Corporation"), hereby certifies as follows:

FIRST : The Corporation desires to amend its charter as currently in effect.

SECOND : Article VII of the Corporation's charter is hereby amended by deleting therefrom Section 7.1 in its entirety and inserting the following in place thereof:

" 7.1 Authorized Stock . (a) The total number of shares of stock that the Corporation has authority to issue (the "Stock") is Two Hundred Million (200,000,000) shares, consisting of (i) Thirty Million (30,000,000) shares of common stock, par value $.01 per share (the "Common Stock"); (ii) One Hundred Million (100,000,000) shares of Class A common stock, par value $.01 per share (having such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption as are set forth in the Articles Supplementary of the Corporation accepted for record by the State Department of Assessments and Taxation of the State of Maryland on June 17, 1998); (iii) Fifty Million (50,000,000) shares of preferred stock, par value $.01 per share (the "Preferred Stock"); and (iv) Twenty Million (20,000,000) shares of excess stock, par value $.01 per share (the "Excess Stock"). The aggregate par value of all shares of all classes of stock is $2,000,000.

(b) The Board of Directors, with the approval of a majority of the entire Board of Directors and without any action by the stockholders of the Corporation, may amend the charter of the Corporation from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue."

THIRD : Article XIV of the Corporation's charter is hereby amended by deleting the second sentence of the first paragraph of Article XIV.

FOURTH : Article XIV of the Corporation's charter is hereby amended by inserting a new paragraph at the end of Article XIV as follows:

"Except as specifically provided in Section 6.4 (relating to removal of directors), notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares of stock entitled to cast a greater number of votes, any such action shall be effective if taken or approved by the affirmative vote of holders of shares of the Corporation's stock representing a majority of all votes entitled to be cast on the matter."

FIFTH : Article XVII of the Corporation's charter is hereby amended by deleting therefrom the third and fourth sentences of the first paragraph thereof.

SIXTH : 6.1. Immediately before the amendment set forth in Article SECOND hereof, the Corporation has authority to issue One Hundred Million (100,000,000) shares of stock, all having a par value of $.01 per share, consisting of (i) Thirty Million (30,000,000) shares of common stock, (ii) Forty Million (40,000,000) shares of Class A common stock, (iii) Twenty Million (20,000,000) shares of preferred stock and (iv) Ten Million (10,000,000) shares of excess stock, and the aggregate par value of all shares of all classes is $1,000,000.

6.2. As amended, the Corporation has authority to issue Two Hundred Million (200,000,000) shares of stock, all having a par value of $.01 per share, consisting of (i) Thirty Million (30,000,000) shares of common stock, (ii) One Hundred Million (100,000,000) shares of Class A common stock, (iii) Fifty Million (50,000,000) shares of preferred stock and (iv) Twenty Million (20,000,000) shares of excess stock, and the aggregate par value of all shares of all classes is $2,000,000.

6.3. None of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of any class of the Corporation's stock were changed by the amendments set forth in these Articles of Amendment.

SEVENTH : The amendments to the charter of the Corporation set forth in these Articles of Amendment have been advised by the board of directors of the Corporation and approved by the requisite vote of the stockholders of the Corporation at a meeting duly called and held, all in the manner prescribed by and in accordance with the provisions of the charter and bylaws of the Corporation and the Maryland General Corporation Law.

IN WITNESS WHEREOF, Urstadt Biddle Properties Inc. has caused these Articles of Amendment to be executed in its name and on its behalf by its President who acknowledges that these Articles of Amendment are the corporate act of the Corporation and that, as to all matters and facts required to be verified under oath and to the best of his knowledge, information and belief under the penalties of perjury, the matters and facts set forth herein are true in all material respects, as of this 21st day of March, 2013.

ATTEST: URSTADT BIDDLE PROPERTIES INC.

/s/ Thomas D. Myers ________ By: /s/ Willing L. Biddle _______

Thomas D. Myers Willing L. Biddle

Secretary President

EXHIBIT 10.1

URSTADT BIDDLE PROPERTIES INC.

AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN

(Amended as of March 21, 2013)

1. Purposes

This Amended and Restated Restricted Stock Award Plan (the "Plan") amends and restates the Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan dated December 9, 1999 (the "First Amended Plan") which amended the Urstadt Biddle Properties Inc. Restricted Stock Award Plan, dated March 12, 1997 (the "Original Plan"). The purposes of the Plan are to promote the long-term growth of Urstadt Biddle Properties Inc. (the "Company") by attracting, retaining and motivating executive management and non-employee directors possessing outstanding ability and to further the identity of Participants' interest with those of the shareholders of the Company through stock ownership opportunities.

2. Definitions

The following terms shall have the following meanings:

·	" Award " means an award of Restricted Stock granted under the provisions of the Plan.

·	"Board" means the Board of Directors of Urstadt Biddle Properties Inc.

·	" Class A Common Stock" means the Class A Common Stock, par value $.01 per share, of the Company.

·	"Committee" means the Compensation Committee of the Board of Directors appointed to administer the Plan.

·	" Common Stock" means the Common Stock, par value $.01 per share, of the Company.

·	"Company" means Urstadt Biddle Properties Inc.

·	"Disability" means total and permanent disability.

·	"Participant" means an employee or non-employee Director of the Company who is selected by the Committee to participate in the Plan.

·	"Restricted Period" means the period of time during which an Award to Participant(s) remains subject to the Restrictions imposed on the Shares as determined by the Committee.

·	"Restrictions" mean the restrictions and conditions imposed on an Award as determined by the Committee, which must be satisfied in order for a Participant to become vested in an Award.

·	"Restricted Stock" means an award of Shares on which is imposed a Restriction Period.

·	"Restricted Stock Award Date" means the date on which the Committee awarded Restricted Stock to a Participant.

"Retirement" means, with respect to employee Participants, termination from active employment with the Company at any time after attaining the age of sixty-five (65) years and, with respect to non-employee Director Participants, expiration of the term of service on the Board by reason of the Participant's failure to be elected to the Board pursuant to a regular election or his or her decision not to stand for re-election to the Board.

·	"Share" means a share of Common Stock or Class A Common Stock, as determined by the Committee.

3. Effective Date Of The Plan

The effective date of the Original Plan was March 12, 1997, and the effective date of the First Amended Plan was December 9, 1999; provided, however, that the provisions of Section 5 of the First Amended Plan which increased the number of Shares which may be issued or transferred under the Plan from the number of Shares which may be issued or transferred under the Original Plan became effective on March 15, 2000. The Plan was further amended to increase the number of shares issuable under the Plan on March 13, 2002, March 10, 2004, March 9, 2006, March 8, 2008, March 9, 2010, March 10, 2011 and subsequently on March 21, 2013.

4. Administration Of The Plan

The Plan shall be administered by the Compensation Committee of the Board, comprised of persons who are "Non-Employee Directors" as defined in Rule 16b-3 of the Securities and Exchange Commission. If no such Committee shall be in office, the Plan shall be administered by the Board.

The Committee shall have complete and discretionary authority to (a) select Participants, (b) determine the Award to be granted to a selected Participant, (c) determine the time or times when Awards will be granted, (d) determine the time or times and the conditions subject to which Awards may become vested or Restrictions will lapse, (e) interpret and construe the Plan and the rights of a Participant to an Award and make determinations, subject to the provisions of the Plan, in the best interests of the Company and its shareholders.

The Committee may delegate nondiscretionary administrative duties under the Plan to one or more agents (e.g., attorneys, consultants, etc.) or officers as it deems necessary and advisable at the expense of the Company.

Any power which may be exercised by the Committee may also be exercised by the Board. No member of the Committee or the Board shall be personally liable for any action taken or determination made in good faith with respect to the Plan or its administration. All decisions made by the Committee as administrators of the Plan shall be conclusive and binding upon all persons and the Company.

5. Shares Subject To Plan

The maximum number of shares of Restricted Stock which may be issued or transferred under the Plan is 3,750,000, of which 350,000 shares shall be Common Stock, 350,000 shares shall be Class A Common Stock and 3,050,000 shares, at the discretion of the Committee, shall be any combination of Common Stock or Class A Common Stock. Any shares of Restricted Stock which have been awarded, but are later forfeited to the Company, will again be available for Awards under the Plan.

The Stock which may be issued or transferred under the Plan may be authorized but unissued Shares or Shares acquired by the Company and held in its Treasury as determined by the Committee.

6. Grant Of Restricted Stock Awards

The Committee shall from time to time, in its discretion, (i) select Participants from (a) management personnel who have significant responsibility for the growth and profitability of the Company and (b) non-employee Directors of the Company, including members of the Committee, (ii) determine the number and class of Shares to be granted by each Award and (iii) establish the applicable terms of each such Award. An Award granted to a non-employee Director of the Company shall be held by such non-employee Director for a period of at least six (6) months following the date of grant.

7. Award Agreement

Each Restricted Stock Award shall be evidenced by a written agreement, executed by the Participant and the Company, which shall contain the terms and conditions established by the Committee.

8. Terms Of Restricted Stock Awards

Subject to the provisions of the Plan, the Committee shall determine:

·	The terms and conditions of the Award Agreement, including whether an Award shall consist of Common Stock, Class A Common Stock, or both;

·	The Restricted Period of the Award; and

·	The Restrictions applicable to an Award, including, but not limited to employment status and director tenure rules governing forfeitures and limitations on the sale, assignment, pledge or other encumbrances during the Restricted Period.

The Committee may, in its discretion, determine that the issuance of stock certificates representing the Restricted Stock Awards be held in custody by the Company until the Restrictions lapse.

The Participant may, in the discretion of the Committee, receive any dividends, taxable at that time as ordinary income, and other distributions paid with respect to any Award(s), as declared and paid to shareholders during the Restricted Periods.

Upon the lapse of Restrictions, the value of the Restricted Stock will be taxable as ordinary income. At the Committee's discretion, an arrangement may be made by the Company to assist the Participant in meeting the withholding taxes required by federal, state and local authorities.

9. Termination Of Employment During Restricted Period

In the event that during the term of the Restricted Period a Participant's status as an employee or non-employee Director of the Company terminates:

·	for any reason other than death, Disability or Retirement, such Participant shall forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed; or,

·	by reason of death or Disability, the Restrictions on any and all Awards shall lapse on the date of such termination; or,

by reason of Retirement, all Awards continue to vest as if Retirement had not occurred until such time as the Restrictions lapse; provided, however, that if any such retired Participant, prior to the completion of any or all Restricted Periods, accepts employment or provides services to any organization other than the Company that is engaged primarily in the ownership and/or management or brokerage of shopping centers in The New York – Northern New Jersey – Long Island, NY-NJ-CT-PA, Metropolitan Statistical Area as defined by the Bureau of Labor Statistics, the Participant will forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed.

10. Change-Of-Control

The Committee shall have the authority to accelerate the time at which the Restrictions will lapse or to remove any such restriction upon the occurrence of a "change-of-control" as defined by any one of the following events:

(a) any Person who becomes the owner of 10% or more of the Company's total combined voting power of the total amount of outstanding Shares and, thereafter, individuals who were not Directors of the Company prior to the date such Person became such a 10% owner are elected as Directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the Directors; or

(b) there occurs a change-of-control of the Company of a nature that would be required to be reported in response to Item 5.01 of Form 8-K pursuant to Section 13 or 15 under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or in any other filing by the Company with the Securities and Exchange Commission (the "Commission"); or

(c) there occurs any solicitation of proxies by or on behalf of any Person other than the Directors of the Company and thereafter individuals who were not Directors prior to the commencement of such solicitation are elected as Directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the Directors; or

(d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that:

(i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another corporation or other entity; and

(ii) individuals who are Directors of the Company when such agreement is executed shall not constitute a majority of the Directors or board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, for purposes of this paragraph (d), that if such agreement requires as a condition precedent approval by the Company's shareholders of the agreement or transaction, a Change-of-Control shall not be deemed to have taken place unless and until such approval is secured.

11. Compliance With Securities And Exchange Commission Requirements

No certificate for Shares distributed under the terms of the Plan shall be executed and delivered to the Participant until the Company shall have taken any action then required to comply with the provisions of the Securities Act of 1933, as amended, the Exchange Act or any other applicable laws and requirements.

12. Amendment And Termination

The Committee and/or Board may, at any time or from time to time, modify or amend the Plan in any respect, except that without shareholder approval (subject to Section 13 hereof), the Committee and/or Board may not increase the maximum number of shares of Restricted Stock which may be Awarded under this Plan. Any modification, amendment or termination of the Plan shall not, without the consent of a Participant, affect his/her rights under an Award previously granted to a Participant.

13. Adjustments.

If the Company subdivides its outstanding Shares into a greater number of Shares (by stock dividend, stock split, reclassification or otherwise) or combines its outstanding Shares into a smaller number of Shares (by reverse stock split, reclassification or otherwise), or if the Committee determines that any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization, merger, business combination, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Shares, or other similar corporate event affects the Shares such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in its sole discretion and in such manner as the Committee may deem equitable and appropriate, make such adjustments to any or all of (i) the number and class of Shares which thereafter may be awarded under the Plan, and (ii) the number and class of Shares subject to outstanding Awards, provided, however , that the number of Shares subject to any Award shall always be a whole number. The Committee may, if deemed appropriate, provide for a cash payment to any Participant in connection with any adjustment made pursuant to this Section 13.

EXHIBIT 31.1

Certification

I, Charles J. Urstadt, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended April 30, 2013 of Urstadt Biddle Properties Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 7, 2013	/s/ Charles J. Urstadt
	Charles J. Urstadt
	Chairman and
	Chief Executive Officer

EXHIBIT 31.2

Certification

I, John T. Hayes, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended April 30, 2013 of Urstadt Biddle Properties Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 7, 2013	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President and
	Chief Financial Officer

EXHIBIT 32

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

with Respect to the Quarterly Report on Form 10-Q

for the Quarter Ended April 30, 2013

of Urstadt Biddle Properties Inc.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), does hereby certify, to the best of such officer's knowledge, that:

1.	The Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2013 (the "Form 10-Q") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

2.	Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	June 7, 2013	/s/ Charles J. Urstadt
		Charles J. Urstadt
		Chairman and
		Chief Executive Officer



Dated:	June 7, 2013	/s/ John T. Hayes
		John T. Hayes
		Senior Vice President and
		Chief Financial Officer

The certification set forth above is being furnished as an Exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Form 10-Q or as a separate disclosure document of the Company or the certifying officers.