SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 20)^*

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

(CUSIP Number)

Charles J. Urstadt

Chairman and Chief Executive Officer

Urstadt Biddle Properties Inc.

321 Railroad Avenue

Greenwich, Connecticut  06830

(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 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d‑1(g), check the following box. ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 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 disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "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)

 

CUSIP No. 917286106
1            Names of Reporting Persons.   Charles J. Urstadt
2            Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨ b.  ¨
3            SEC Use Only
4            Source of Funds (See Instructions) N/A – See Item 5(c)
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 of America
Number of Shares Beneficially Owned by Each Reporting Person With	7            Sole Voting Power 529,743
	8            Shared Voting Power 3,729,146
	9            Sole Dispositive Power 529,743
	10            Shared Dispositive Power 3,729,146
11            Aggregate Amount Beneficially Owned by Each Reporting Person 4,258,889
12            Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13            Percent of Class Represented By Amount in Row (11) 47.2%
14            Type of Reporting Person (See Instructions) IN

CUSIP No. 917286106
1            Names of Reporting Persons.   Urstadt Property Company, Inc.
2            Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨ b.  ¨
3            SEC Use Only
4            Source of Funds (See Instructions) N/A
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
Number of Shares Beneficially Owned by Each Reporting Person With	7            Sole Voting Power 0
	8            Shared Voting Power 3,362,587
	9            Sole Dispositive Power 0
	10            Shared Dispositive Power 3,362,587
11            Aggregate Amount Beneficially Owned by Each Reporting Person 3,362,587
12            Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13            Percent of Class Represented By Amount in Row (11) 37.2%
14            Type of Reporting Person  (See Instructions) CO

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This Statement on Schedule 13D constitutes Amendment No. 20 to the Schedule 13D dated September 10, 1987, as amended by Amendment Nos. 1 through 19 (the "Schedule 13D"), and is being filed on behalf of: (i) Charles J. Urstadt, (ii) Urstadt Property Company, Inc., a Delaware corporation ("UPCO"), (iii) Elinor F. Urstadt, (iv) Urstadt Realty Associates Co LP, a Delaware limited partnership, by UPCO as its sole general partner ("URACO"), (v) Urstadt Realty Shares II L.P., a Delaware limited partnership, by UPCO as its sole general partner ("URS II"), (vi) Willing L. Biddle and (vii) Catherine U. Biddle.  The reporting persons set forth in (i) – (vii) of the preceding sentence are sometimes hereinafter collectively referred to as the "Reporting Persons".  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

The Schedule 13D is hereby amended and supplemented as follows:

Item 2. Identity and Background.

Not applicable.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented as follows:

See Item 5 below.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented as follows:

See Item 5 below.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented as follows:

(a)

Mr. Urstadt is the direct beneficial owner of 529,743 shares of Common Stock of the Issuer.  In addition, he is the indirect beneficial owner of 883,690 shares of Common Stock directly held by UPCO, 41,050 shares of Common Stock held by Mrs. Urstadt, 4,439 shares of Common Stock held by the Trusts Established Under the Issuer's Excess Benefit and Deferred Compensation Plans (the "Compensation Plan Trusts") for the benefit of Mr. Urstadt, 1,942,431 shares of Common Stock held by URACO, 536,466 shares of Common Stock held by URS II, 220,000 shares of Common Stock held by the Charles J. Urstadt 2012 Family Trust, and 1,070 shares of Common Stock owned by the Charles and Phoebe Biddle Trust UAD 12/20/93 for the benefit of Mr. Biddle's daughters, for which Mr. Urstadt and Willing L. Biddle are the sole trustees. In addition, he has the power to vote or direct the voting of and to dispose or direct the disposition of 100,000 shares of Common Stock held by the Urstadt Conservation Foundation (the "Foundation").  As a result, Mr. Urstadt beneficially owns or has the power to vote or direct the voting of and to dispose or direct the disposition of a total of 4,258,889 shares of Common Stock, or 47.2% of the 9,030,867 shares of Common Stock outstanding as of April 3, 2013.

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UPCO is the direct beneficial owner of 883,690 shares of Common Stock, which, when added to the 1,942,431 shares of Common Stock held by URACO and the 536,466 shares of Common Stock held by URS II, results in UPCO beneficially owning 3,362,587 shares of Common Stock, or 37.2% of the 9,030,867 shares of Common Stock outstanding as of April 3, 2013.

Mrs. Urstadt is the direct beneficial owner of 41,050 shares of Common Stock and has the power to vote or direct the voting of and to dispose or direct the disposition of an additional 100,000 shares of Common Stock held by the Foundation, representing a total of 141,050 shares of Common Stock, or 1.6% of the 9,030,867 shares of Common Stock outstanding as of April 3, 2013.

URACO is the direct beneficial owner of 1,942,431 shares of Common Stock, or 21.5% of the 9,030,867 shares of Common Stock outstanding as of April 3, 2013.

URS II is the direct beneficial owner of 536,466 shares of Common Stock, or 5.9% of the 9,030,867 shares of Common Stock outstanding as of April 3, 2013.

Mr. Biddle is the direct beneficial owner of 1,918,321 shares of Common Stock individually, which, when added to 2,307 shares of Common Stock owned by the Willing L. Biddle IRA for the benefit of Mr. Biddle, 5,163 shares of Common Stock owned by the P.T. Biddle (Deceased) IRA for the benefit of Willing Biddle, 270,000 shares of Common Stock owned by the Catherine U. Biddle 2012 Dynasty Trust, for which Mr. Biddle is the sole trustee, 2,320 shares of Common Stock held by the Compensation Plan Trusts for the benefit of Mr. Biddle and 1,070 shares of Common Stock held by the Charles and Phoebe Biddle Trust UAD 12/20/93 for the benefit of the issue of Mr. Biddle, results in Mr. Biddle beneficially owning 2,199,181 shares of Common Stock, or 24.4% of the 9,030,867 shares of Common Stock outstanding as of April 3, 2013.

Mrs. Biddle is the direct beneficial owner of 27,657 shares of Common Stock individually, which, when added to 555 shares of Common Stock owned by the Catherine U. Biddle IRA for the benefit of Catherine U. Biddle, and 270,000 shares owned by the Willing L. Biddle 2012 Dynasty Trust, for which Mrs. Biddle is the sole trustee, results in Mrs. Biddle beneficially owning 298,212 shares of Common Stock, or 3.3% of the 9,030,867 shares of Common Stock outstanding as of April 3, 2013.

(b)

UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 883,690 shares of Common Stock directly owned by UPCO in view of the fact that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting securities of UPCO.

UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 1,942,431 shares of Common Stock directly owned by URACO in view of the fact that UPCO is the sole general partner of URACO, and that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting securities of UPCO.

 

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