RESTRICTED STOCK AWARD AGREEMENT

EXHIBIT 10.24.1

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is entered into

as of the day of , , by and between Urstadt Biddle Properties Inc., a Maryland

corporation (the "Company"), and , a Director of the Company (the

"Participant").

WITNESSETH:

WHEREAS, the Company has adopted, through appropriate action

of its Board of Directors and its shareholders, the Urstadt Biddle

Properties Inc. Amended and Restated Restricted Stock Award Plan (the "Plan");

and

WHEREAS, the Company desires to grant a Restricted Stock Award to the

Participant under the Plan on the terms and conditions hereinafter set forth;

and

WHEREAS, the Participant desires to accept such Restricted Stock Award

of the Company subject to the terms and conditions of this Agreement and the

Plan;

NOW, THEREFORE, in consideration of the promises and the mutual

covenants hereinafter contained, and other good and valuable consideration,

receipt of which is hereby acknowledged, the Company and the Participant do

mutually covenant and agree as follows:

1. Grant of Restricted Stock. Subject to the terms and conditions

hereinafter set forth, the Participant is hereby granted a Restricted Stock

Award of ( ) Common Shares, par value $.01 per share, and ( ) Class A Common

Shares, par value $.01 per share, of the Company (collectively the "Restricted

Stock").

2. Issuance of Restricted Stock. The number of shares of Restricted Stock

granted under Section 1 hereof shall be recorded on the books of the Company in

the name of the Participant. The Company shall instruct its stock transfer agent

to place a stop transfer order on the Restricted Stock until such time as the

Restrictions thereon shall lapse. In the event that the Participant shall

forfeit all or any portion of the Restricted Stock, the shares which are

forfeited automatically shall be transferred back to the Company.

3. Vesting. The Participant shall vest in the Restricted Stock Award granted

hereunder, and all Restrictions thereon shall lapse, upon the fifth anniversary

of the date of grant hereunder if the Participant is still a Director of the

Company on that date. Except as provided by Paragraph 4(b) and (c) below, prior

to such fifth anniversary, no portion of the Restricted Stock Award shall be

vested.

<PAGE>

4. Termination as a Director.

In the event that during the term of the Restricted Period the

Participant's status as a non-employee Director of the Company terminates:

(a) for any reason other than death, Disability or Retirement, the Participant

shall forfeit any and all Restricted Stock Awards whose Restrictions have not

lapsed; or,

(b) by reason of death or Disability, the Restrictions on any and all Awards

shall lapse on the date of such termination; or,

(c) by reason of Retirement, all Awards s