SCHEDULE 13D
Under the Securities Exchange Act of l934
(Amendment No. 3 )*
BRT Realty Trust
________________________________________________________________
(Name of Issuer)
Shares of Beneficial Interest, $3.00 Par Value
________________________________________________________________
(Title of Class of Securities)
055645-10-5
_______________________________________________________________
(CUSIP Number)
Simeon Brinberg, Esq.
60 Cutter Mill Road, Great Neck, New York 11021
________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule l3G to report the acquisition which is the subject of
this Schedule l3D, and is filing this schedule because of Rule
l3d-l(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the reporting
person: (l) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item l; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule l3d-7).
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule l3d-l(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
(Page l of 12 Pages)
<PAGE>
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section l8
of the Securities Exchange Act of l934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 2 of 12 Pages)
<PAGE>
Page 3 of Pages 12
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fredric H. Gould - ###-##-####
_________________________________________________________________2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS*
PF
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
_________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
7. SOLE VOTING POWER - 189,185
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 1,921,748
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 189,185
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER - 1,921,748
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 2,110,933
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.05
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of Pages 12
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall Rose - ###-##-####
_________________________________________________________________2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS*
PF
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
_________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
7. SOLE VOTING POWER - 274,279
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 1,693,150
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 274,279
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER - 1,693,150
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,967,429
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.42
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
IN
Page 5 of 12 Pages
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gould Investors L.P. - 11-276-3164
_________________________________________________________________2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS*
WC
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
_________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________
7. SOLE VOTING POWER - 1,512,241
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,512,241
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,512,241
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.23
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
PN
Page 6 of 12 Pages
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
One Liberty Properties, Inc. - 13-314-7497
_________________________________________________________________2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS*
00
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
_________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
_________________________________________________________________
7. SOLE VOTING POWER - 30,048
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITION POWER - 30,048
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITION POWER -
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 30,048
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
CO.
_________________________________________________________________
<PAGE>
Page 7 of 12 Pages
This Amendment No. 3 amends and supplements the Schedule 13D
dated September 21, 1993 ("Original 13D") jointly filed by One
Liberty Properties, Inc. ("OLP"), Fredric H. Gould ("Gould") and
Marshall Rose ("Rose"), as amended by Amendment No. 1 dated
November 1, 1993 ("Amendment No. 1") and was joined in by Gould
Investors L.P. ("GLP") by Amendment No. 2 dated January 31, 1996
(Amendment No. 2). GLP is a limited partnership, in which Gould
and Rose are individual general partners and the principal
executive officers of the corporate managing general partner.
Gould is the sole shareholder of the corporate managing general
partner of GLP.
GLP owns 35.7% of the voting stock of OLP and Gould and Rose are
Chairman and Vice Chairman, respectively, of OLP. GLP and OLP
are affiliated entities and BRT Realty Trust ("BRT" or "Issuer")
is also affiliated with GLP and OLP. Gould and Rose are Chairman
(and Chief Executive Officer) and a Trustee (formerly Vice
Chairman), respectively, of BRT.
Except as reported herein, there has been no change in the
information contained in the Original 13D, as amended to date.
Item 2. Identity and Background
As to GLP, it is a Delaware limited partnership having its
principal place of business at 60 Cutter Mill Road, Great Neck,
New York 11021. It is engaged in the business of owning and
operating income producing real estate and in investing in
non-related real estate entities.
The general partners of GLP are Gould, Rose and Georgetown
Partners, Inc. Reference is made to Item 2 of the Original 13D
for information with respect to Gould and Rose and with respect
to Matthew Gould, Israel Rosenzweig, Nathan Kupin, David W.
Kalish, Jeffrey A. Gould and Simeon Brinberg, who are executive
officers of Georgetown Partners, Inc. As to changes in the Item
2 information, Mr. Rosenzweig has not been Chief Executive
Officer of BRT since November 1994, although he remained
President until March 1996. Gould, who had been Chairman of the
Board of Trustees, became Chairman of the Board and Chief
Executive Officer of the Issuer in November 1994. Since November
1994 Mr. Rosenzweig has been Executive Vice President of Bankers
Federal Savings & Loan Association FSB. In March 1996 Mr.
Rosenzweig became Vice Chairman of the Board of BRT and Jeffrey
Gould was elected President and Chief Operating Officer of BRT.
<PAGE>
Page 8 of 12 Pages
Item 3. Source and Amount of Funds or
Other Consideration
Since Amendment No. 2 GLP has acquired 68,175 Beneficial Shares
of BRT from unrelated parties and converted 1,030,000 shares of
preferred stock into 1,030,000 Beneficial Shares. The funds for
the purchase of the 68,175 shares was derived from GLP's working
capital, which includes a margin credit facility of $5,000,000
from Smith Barney Shearson secured by shares of North Fork Bank
beneficially owned by GLP.
Item 5. Interest in Securities
of the Issuer
(a) As of July 15, 1996 BRT had 8,774,324 Beneficial Shares
outstanding. In addition, 53,000 Beneficial Shares are reserved
for issuance pursuant to outstanding stock options, of which
14,000 are presently exercisable. GLP owns as of July 15, 1996
1,512,241 Beneficial Shares, or 17.23% of the outstanding
Beneficial Shares of BRT.
(b) With respect to Fredric H. Gould, the total number of
Beneficial Shares owned by Mr. Gould is 2,110,933 shares,
representing 24.05% of the outstanding Beneficial Shares. Mr.
Gould owns directly 189,185 shares as to which he has sole voting
and dispositive power. The following sets forth the number of
Beneficial Shares which Mr. Gould may be deemed to beneficially
own and the nature of the voting and dispositive power:
REGISTERED NUMBER OF SHARES/ TYPE OF VOTING AND
OWNER PERCENTAGE OF SHARES DISPOSITIVE POWER
One Liberty
Properties, Inc. 30,048/less than 1% Shared (1)
The Georgetown
Group, Inc. 4,790/less than 1% Shared (2)
Gould Investors
L.P. 1,512,241/17.23% Shared (3)
130 Store Company 18,988/less than 1% Shared (4)
Georgetown Investment
Company 41,456/less than 1% Shared (5)
REIT Management Corp.
Page 9 of 12 Pages
Pension & Profit
Sharing Trusts 263,546/3.00% Shared (6)
BRT Realty Trust
Pension Trust 15,915/less than 1% Shared (7)
Trust for the
Benefit of
Relatives 34,762/less than 1% Shared (8)
The above does not include 25,565 Beneficial Shares owned by
Gould's wife, as to which shares Gould disclaims beneficial
ownership and Mrs. Gould has sole voting and dispositive power.
As to Marshall Rose the total number of Beneficial Shares owned
by him is 1,967,429 Beneficial Shares, or 22.42% of the
outstanding Beneficial Shares. Rose owns 169,715 Beneficial
Shares as to which he has sole voting and dispositive power. The
following sets forth the number of Beneficial Shares which Rose
may be deemed to beneficially own and the nature of the voting
and dispositive power:
REGISTERED NUMBER OF SHARES/ TYPE OF VOTING AND
OWNER PERCENTAGE OF SHARES DISPOSITIVE POWER
One Liberty
Properties, Inc. 30,048/less than 1% Shared (1)
The Georgetown
Group, Inc. 4,790/less than 1% Shared (2)
Marshall & Jill Rose
Foundation, Inc. 8,644/less than 1% Shared (9)
Gould Investors
L.P. 1,512,241/17.23% Shared (3)
130 Store Company 18,988/less than 1% Shared (4)
Georgetown Investment
Company 41,456/less than 1% Shared (5)
Trustee for the
benefit of various
persons 61,302/less than 1% Sole (10)
Georgetown Group
Profit Sharing Plan 76,983/less than 1% Shared (11)
Jill Rose and
Jill Rose, as trustee 43,262/less than 1% Sole (12)
Page 10 of 12 Pages
(1) Gould is Chairman of the Board of OLP. Rose is Vice Chairman
of the Board. GLP owns 35.7% of the voting power of OLP. Gould
and Rose are General Partners of GLP and President and Chairman,
respectively, of Georgetown Partners, Inc., managing general
partner of GLP. Gould is the sole shareholder of Georgetown
Partners, Inc.
(2) Gould and Rose are executive officers of The Georgetown
Group, Inc. and Rose is a director and shareholder.
(3) Gould and Rose are the General Partners of GLP and executive
officers of the managing general partner. See note (1) above.
(4) Gould and Rose are partners of the 130 Store Company.
(5) Gould and Rose are partners in Georgetown Investment Company.
(6) Gould is a trustee of the REIT Management Corp. Pension and
Profit Sharing Trusts.
(7) Gould is one of the trustees of the BRT Realty Trust Pension
Trust.
(8) Gould is co-trustee of trusts established for the benefit of
his brother's children.
(9) Rose is a trustee of the Foundation.
(10) Rose is sole trustee of this Trust.
(11) Rose is a trustee of the Georgetown Group Profit Sharing
Plan.
(12) 1600 Beneficial Shares are owned of record by Rose's wife
and 41,662 shares by Rose's wife as trustee for her children.
Mrs. Rose is deceased and probate of her last will and testament
is pending. Rose is designated executor and accordingly he, at
present time, has sole voting and dispositive power over these
shares.
(c) The transactions effected in Beneficial Shares of BRT during
the past 60 days is as follows:
1. On July 2, 1996 GLP converted 1,030,000 shares
convertible preferred stock into 1,030,000 Beneficial Shares.
The conversion was made in accordance with BRT's governing
instruments.
2. GLP purchased Beneficial Shares of BRT within the
past 60 days as follows:
Page 11 of 12 Pages
Amount of Beneficial Price
Date Shares Purchased Per Share
4/18/96 223* 4.375
5/15/96 1,400 4.50
5/16/96 8,600 4.50
5/20/96 12,400 4.50
5/21/96 1,600 4.50
5/22/96 400 4.50
6/6/96 3,500 4.625
6/6/96 52* 4.50
All transactions were effected in regular way transactions over
the facilities of the New York Stock Exchange except for those
marked with an asterisk(*). The transactions marked with an
asterisk were purchased in private transactions.
Item 7. Materials to be filed as Exhibits
Agreement to file single statement. (Filed with Amendment No.2).
<PAGE>
Page 12 of 12 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: July 25, 1996
GOULD INVESTORS L.P.
By s/
Fredric H. Gould, Partner
ONE LIBERTY PROPERTIES, INC.
By s/
Matthew Gould, President
s/
Marshall Rose
s/
Fredric H. Gould
