Edgar Filing: URSTADT BIDDLE PROPERTIES INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)

(AMENDMENT NO. 9)*

Urstadt Biddle Properties Inc.
------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)

917286106
---------
(CUSIP Number)

Charles J. Urstadt
Chairman and Chief Executive Officer
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
(203) 863-8200
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 25, 2003
-------------
(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. I.R.S. Identification Nos. of Above Persons (Entities Only)

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
--------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------
7 Sole Voting Power
Number of 200,800
Shares
Beneficially Owned by
Each
Reporting
Person With
8 Shared Voting Power
2,152,028
9 Sole Dispositive Power
200,800
10 Shared Dispositive Power
2,152,028
--------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person

2,402,925
--------------------------------------------------------------------------------------------------------------------
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)

35.6%
--------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)

IN
--------------------------------------------------------------------------------------------------------------------

Page 2 of 19 Pages

CUSIP NO. 917286106

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
--------------------------------------------------------------------------------------------------------------------
7 Sole Voting Power
Number of 0
Shares
Beneficially Owned by
Each
Reporting
Person With
8 Shared Voting Power
2,106,450
9 Sole Dispositive Power
0
10 Shared Dispositive Power
2,106,450
--------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person

2,106,450
--------------------------------------------------------------------------------------------------------------------
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)

31.2%
--------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)

CO
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Page 3 of 19 Pages

CUSIP NO. 917286106

Elinor F. 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)

United States of America
--------------------------------------------------------------------------------------------------------------------
7 Sole Voting Power
Number of 7,000
Shares
Beneficially Owned by
Each
Reporting
Person With
8 Shared Voting Power
82,000
9 Sole Dispositive Power
7,000
10 Shared Dispositive Power
82,000
--------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person

89,000
--------------------------------------------------------------------------------------------------------------------
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)

1.3%
--------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)

IN
--------------------------------------------------------------------------------------------------------------------

Page 4 of 19 Pages

CUSIP NO. 917286106

Catherine Urstadt Biddle Irrevocable Trust,
by Charles J. Urstadt as Sole Trustee
--------------------------------------------------------------------------------------------------------------------
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)

United States of America
--------------------------------------------------------------------------------------------------------------------
7 Sole Voting Power
Number of 0
Shares
Beneficially Owned by
Each
Reporting
Person With
8 Shared Voting Power
0
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
--------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person

0
--------------------------------------------------------------------------------------------------------------------
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)

0%
--------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------------------------------------------

Page 5 of 19 Pages

CUSIP NO. 917286106

Charles D. Urstadt Irrevocable Trust,
by Charles J. Urstadt as Sole Trustee
--------------------------------------------------------------------------------------------------------------------
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)

United States of America
--------------------------------------------------------------------------------------------------------------------
7 Sole Voting Power
Number of 0
Shares
Beneficially Owned by
Each
Reporting
Person With
8 Shared Voting Power
0
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
--------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person

0%
--------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------------------------------------------

Page 6 of 19 Pages

CUSIP NO. 917286106

Urstadt Conservation Foundation
by Charles J. Urstadt and Elinor F. Urstadt as Sole Trustees
--------------------------------------------------------------------------------------------------------------------
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)

New York
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7 Sole Voting Power
Number of 0
Shares
Beneficially Owned by
Each
Reporting
Person With
8 Shared Voting Power
82,000
9 Sole Dispositive Power
0
10 Shared Dispositive Power
82,000
--------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person

82,000
--------------------------------------------------------------------------------------------------------------------
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)

1.2%
--------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------------------------------------------

Page 7 of 19 Pages

CUSIP NO. 917286106

Urstadt Realty Associates Co LP
--------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------
7 Sole Voting Power
Number of 0
Shares
Beneficially Owned by
Each
Reporting
Person With
8 Shared Voting Power
1,753,950
9 Sole Dispositive Power
0
10 Shared Dispositive Power
1,753,950
--------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person

1,753,950
--------------------------------------------------------------------------------------------------------------------
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)

26.0%
--------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)

PN
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Page 8 of 19 Pages

CUSIP NO. 917286106

Willing L. Biddle
--------------------------------------------------------------------------------------------------------------------
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)
OO
--------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------
7 Sole Voting Power
Number of 903,050
Shares
Beneficially Owned by
Each
Reporting
Person With
8 Shared Voting Power
6,808
9 Sole Dispositive Power
903,050
10 Shared Dispositive Power
6,808
--------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person

909,928
--------------------------------------------------------------------------------------------------------------------
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)

13.5%
--------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)

IN
--------------------------------------------------------------------------------------------------------------------

Page 9 of 19 Pages

This Statement on Schedule 13D constitutes Amendment No. 9 to the
Schedule 13D dated September 10, 1987, as amended by Amendment Nos. 1 through 8
(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) the Catherine Urstadt Biddle Irrevocable Trust (the "CUB
Trust"), by Charles J. Urstadt as Sole Trustee, (v) the Charles D. Urstadt
Irrevocable Trust (the "CDU Trust"), by Charles J. Urstadt as Sole Trustee, (vi)
the Urstadt Conservation Foundation (the "UCF"), by Charles J. Urstadt and
Elinor F. Urstadt, as Sole Trustees, (vii) Urstadt Realty Associates Co LP, a
Delaware limited partnership, by UPCO as its sole general partner ("URACO"), and
(viii) Willing L. Biddle. The reporting persons set forth in (i) - (viii) 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 1. SECURITY AND ISSUER

Item 1 of the Schedule 13D is hereby supplemented as follows:

This Statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of Urstadt Biddle Properties Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 321 Railroad Avenue,
Greenwich, Connecticut 06830.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby supplemented as follows:

UPCO is a Delaware corporation and is a real property holding company.
Mr. Urstadt and Mrs. Urstadt are the controlling stockholders of UPCO.

The CUB Trust is an irrevocable trust created by Mr. Urstadt's
daughter, Catherine Urstadt Biddle, who is the beneficiary. Mr. Urstadt is the
sole trustee of the CUB Trust (the "CUB Trustee").

The CDU Trust is an irrevocable trust created by Mr. Urstadt's son,
Charles D. Urstadt, who is the beneficiary. Mr. Urstadt is the sole trustee of
the CDU Trust (the "CDU Trustee").

URACO is a Delaware limited partnership formed for estate planning
purposes and for the purpose of consolidating, holding and voting a number of
the shares of Common Stock and Class A Common Stock, par value $.01 per share
("Class A Common Stock"), of the Issuer held by UPCO, Mr. Urstadt, Mrs. Urstadt,
the CUB Trust and the CDU Trust. UPCO is the sole general partner of URACO.

The UCF is a New York charitable organization. Mr. and Mrs. Urstadt are
the sole trustees of the UCF.

The principal business address and the principal office address of each
of UPCO, URACO, the CUB Trust, the CDU Trust and the UCF is 2 Park Place,
Bronxville, New York 10708.

Mr. Urstadt's business address is 2 Park Place, Bronxville, New York
10708. Mr. Urstadt is a citizen of the United States and his present principal
occupation is Chairman of the Board and Chief Executive Officer of the Issuer,
321 Railroad Avenue, Greenwich, Connecticut 06830.

Mrs. Urstadt's business address is 2 Park Place, Bronxville, New York
10708. Mrs. Urstadt is a citizen of the United States and her present principal
occupation is trustee of the UCF at the address listed above.

Mr. Biddle's business address is 321 Railroad Avenue, Greenwich,
Connecticut 06830. Mr. Biddle is a citizen of the United States and his present
principal occupation is President and Chief Operating Officer of the Issuer at
the address listed above.

The respective names, business addresses, present principal occupations
and citizenships of each director and executive officer of UPCO are set forth on
the amended and restated Schedule I hereto.

Page 10 of 19 Pages

During the past five years, none of the Reporting Persons or the
persons set forth on Schedule I hereto (i) has been convicted in any criminal
proceedings, or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

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

See Items 4 and 5, below.

ITEM 4. PURPOSE OF TRANSACTION.

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

On June 25, 2003, UPCO, as general partner, and Mr. Urstadt, Mrs.
Urstadt, the CUB Trust and the CDU Trust, as limited partners, formed URACO for
estate planning purposes and for the purpose of consolidating, holding and
voting a number of the shares of Common Stock and Class A Common Stock of the
Issuer held by each of them. Pursuant to a Limited Partnership Agreement (the
"Limited Partnership Agreement") dated June 25, 2003, between the general
partner and the limited partners (i) UPCO contributed 10,000 shares of Common
Stock and $14,580 cash to URACO as a capital contribution in exchange for its
general partner interest; (ii) Mr. Urstadt contributed 50,000 shares of Common
Stock and 4,750 shares of Class A Common Stock to URACO as a capital
contribution in exchange for his limited partner interest; (iii) Mrs. Urstadt
contributed 50,000 shares of Common Stock and 4,750 shares of Class A Common
Stock to URACO as a capital contribution in exchange for her limited partner
interest; (iv) the CUB Trust contributed 821,975 shares of Common Stock and
78,025 shares of Class A Common Stock to URACO as a capital contribution in
exchange for its limited partner interest; and (v) the CDU Trust contributed
821,975 shares of Common Stock and 78,025 shares of Class A Common Stock to
URACO as a capital contribution in exchange for its limited partner interest.

Mr. Urstadt, in his individual capacity and as a controlling
stockholder in UPCO, the CUB Trustee and the CDU Trustee, and Mrs. Urstadt, in
her individual capacity and as a controlling stockholder in UPCO, consummated
the transaction described above for estate planning purposes and to consolidate
their voting power in the Issuer. Mr. and Mrs. Urstadt may determine to increase
further their percentage voting power in the Issuer by acquiring additional
shares of Common Stock in one or more transactions. Such transactions could
include, without limitation, (i) an exchange of shares of Class A Common Stock
for shares of Common Stock, (ii) a sale of the shares of Class A Common Stock
together with a purchase of shares of Common Stock, in each case in open-market
or privately negotiated transactions, or (iii) purchases of shares of Common
Stock in open-market or privately negotiated transactions or through the
Issuer's Dividend Reinvestment Plan. Any such exchanges, purchases and sales
would be dependent upon market conditions, availability of the shares, market
prices and other factors.

As a result of the transaction described above, Mr. Urstadt continues
to beneficially own a number of shares of Common Stock and Class A Common Stock
which represent a sufficient percentage of the voting power of the Issuer such
that: (i) a merger and certain other extraordinary corporate transactions
involving the Issuer, (ii) the amendment of certain provisions of the Issuer's
Articles of Incorporation, and (iii) the removal of the Issuer's directors, each
of which must be approved by a vote of the holders of two-thirds of the
outstanding voting power of the Issuer, would require the affirmative vote of
the shares of Common Stock and Class A Common Stock beneficially owned by Mr.
Urstadt.

Mr. Biddle may also determine to increase further his percentage voting
power in the Issuer by acquiring additional shares of Common Stock in one or
more transactions. Such transactions could include, without limitation, (i) an
exchange of shares of Class A Common Stock for shares of Common Stock, (ii) a
sale of the shares of Class A Common Stock together with a purchase of shares of
Common Stock, in each case in open-market or privately negotiated transactions,
or (iii) purchases of shares of

Page 11 of 19 Pages

Common Stock in open-market or privately negotiated transactions or through the
Issuer's Dividend Reinvestment Plan. Any such exchanges, purchases and sales
would be dependent upon market conditions, availability of the shares, market
prices and other factors.

The Reporting Persons may be deemed to be a group for purposes of this
Statement. However, Mr. Urstadt disclaims beneficial ownership of any shares
owned by Mrs. Urstadt, the UCF and Mr. Biddle and Mr. Biddle disclaims
beneficial ownership of any shares owned by any other Reporting Person.

Except as specifically set forth in this Item 4, none of UPCO, Mr.
Urstadt, Mrs. Urstadt, the CUB Trust, the CDU Trust, UCF, URACO or Mr. Biddle,
or, to the best knowledge of such parties, any of the persons listed on Schedule
I to the Schedule 13D, has any plans or proposals which relate to or would
result in any of the actions or effects set forth in items (a) through (j) of
Item 4 of Schedule 13D, although such persons may develop such plans or
proposals.

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 200,800 shares of Common
Stock individually, which, when added to the 352,500 shares of Common
Stock held by UPCO, the 7,000 shares of Common Stock held by Mrs.
Urstadt, the 82,000 shares of Common Stock held by UCF, the 6,675
shares of Common Stock held by the Trust Established Under the Issuer's
Excess Benefits and Deferred Compensation Plan (the "Compensation Plan
Trust") for the benefit of Mr. Urstadt and the 1,753,950 shares of
Common Stock held by URACO, results in Mr. Urstadt beneficially owning
2,402,925 shares of Common Stock, or 35.6% of the 6,758,866 shares of
Common Stock outstanding as of June 11, 2003. Mr. Urstadt, however,
disclaims beneficial ownership of any shares owned by UCF.

UPCO is the direct beneficial owner of 352,500 shares of Common Stock,
which, when added to the 1,753,950 shares of Common Stock held by
URACO, results in UPCO beneficially owning 2,106,450 shares of Common
Stock, or 31.2% of the 6,758,866 shares of Common Stock outstanding as
of June 11, 2003.

Mrs. Urstadt is the direct beneficial owner of 7,000 shares of Common
Stock individually, which, when added to the 82,000 shares of Common
Stock held by UCF, results in Mrs. Urstadt beneficially owning 89,000
shares of Common Stock, or 1.3% of the 6,758,866 shares of Common Stock
outstanding as of June 11, 2003. Mrs. Urstadt, however, disclaims
beneficial ownership of any shares owned by UCF.

As of June 25, 2003, the CUB Trust is no longer the beneficial owner of
any shares of Common Stock.

As of June 25, 2003, the CDU Trust is no longer the beneficial owner of
any shares of Common Stock.

UCF is the beneficial owner of 82,000 shares of Common Stock,
constituting 1.2% of the 6,758,866 shares of Common Stock outstanding
as of June 11, 2003. Mr. Urstadt and Mrs. Urstadt disclaim beneficial
ownership of any shares owned by UCF.

URACO is the beneficial owner of 1,753,950 shares of Common Stock,
constituting 26.0% of the 6,758,866 shares of Common Stock outstanding
as of June 11, 2003.

Mr. Biddle is the direct beneficial owner of 903,050 shares of Common
Stock individually, which, when added to the 4,475 shares of Common
Stock held by his wife, Catherine Urstadt Biddle, and the 2,403 shares
of Common Stock held by the Compensation Plan Trust for the

Page 12 of 19 Pages

benefit of Mr. Biddle, results in Mr. Biddle owning 909,928 shares of
Common Stock, or 13.5% of the 6,758,866 shares of Common Stock
outstanding as of June 11, 2003.

(b) Mr. Urstadt has the sole power to vote or direct the voting of and to
dispose of or direct the disposition of 200,800 shares of Common Stock.

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
352,500 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.

Mrs. Urstadt has the sole power to vote or direct the voting of and to
dispose of or direct the disposition of 7,000 shares of Common Stock.

UCF, Mr. Urstadt and Mrs. 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 82,000 shares of Common Stock owned by UCF in view
of the fact that Mr. Urstadt and Mrs. Urstadt are the sole trustees of
UCF. Mr. Urstadt and Mrs. Urstadt disclaim beneficial ownership of any
shares owned by UCF.

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
1,753,950 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.

Mr. Biddle has the sole power to vote or direct the voting of and to
dispose of or direct the disposition of 903,050 shares of Common Stock.

(c) On June 25, 2003, pursuant to the Limited Partnership Agreement (i)
UPCO contributed 10,000 shares of Common Stock and $14,580 cash to
URACO as a capital contribution in exchange for its general partner
interest in URACO; (ii) Mr. Urstadt contributed 50,000 shares of Common
Stock and 4,750 shares of Class A Common Stock to URACO as a capital
contribution in exchange for his limited partner interest in URACO;
(iii) Mrs. Urstadt contributed 50,000 shares of Common Stock and 4,750
shares of Class A Common Stock to URACO as a capital contribution in
exchange for her limited partner interest in URACO; (iv) the CUB Trust
contributed 821,975 shares of Common Stock and 78,025 shares of Class A
Common Stock to URACO as a capital contribution in exchange for its
limited partner interest in URACO; and (v) the CDU Trust contributed
821,975 shares of Common Stock and 78,025 shares of Class A Common
Stock to URACO as a capital contribution in exchange for its limited
partner interest in URACO.

On January 2, 2003, Mr. Biddle entered into an agreement with the
Issuer pursuant to which Mr. Biddle was granted a restricted stock
award of 93,750 shares of Common Stock pursuant to the Issuer's Amended
and Restated Restricted Stock Award Plan.

On July 2, 2002, Mr. Biddle exercised options to purchase 193,000
shares of Common Stock at a strike price of $6.8125. The source of the
funds was one promissory note in the amount of $1,314,812.50 from Mr.
Biddle to the Issuer. The promissory note is payable in 10 years and
bears interest at the rate of 6.78% per annum. Payment of the
promissory note is secured by a pledge of the 193,000 shares purchased
by Mr. Biddle. Mr. Biddle has since repaid a portion of the principal
amount of the note with personal funds so that the current outstanding
principal amount is $1,300,000.00.

Page 13 of 19 Pages

On January 2, 2002, Mr. Biddle entered into an agreement with the
Issuer pursuant to which Mr. Biddle was granted a restricted stock
award of 55,000 shares of Common Stock pursuant to the Issuer's Amended
and Restated Restricted Stock Award Plan.

On January 5, 2001, Mr. Biddle exercised options to purchase 419,000
shares of Common Stock and 19,000 shares of Class A Common Stock at
various strike prices. The source of the funds was one promissory note
in the amount of $3,002,093.75 from Mr. Biddle to the Issuer. The
promissory note was payable in 10 years and bore interest at the rate
of 6.92% per annum. Payment of the promissory note was secured by a
pledge of the 419,000 shares of Common Stock and 19,000 shares of Class
A Common Stock purchased by Mr. Biddle. As of October 30, 2002, Mr.
Biddle had repaid the full principal amount of the note and the accrued
interest thereon with personal funds. The following table sets forth
the amounts of shares of Common Stock and the various strike prices at
which the options were exercised:

AMOUNT OF COMMON STOCK STRIKE PRICE
---------------------- ------------
1,250 $7.0380
1,250 $7.5990
2,000 $7.4120
2,000 $7.0380
3,000 $6.9760
3,500 $6.8520
6,000 $7.6610
400,000 $6.8125

From time to time, Messrs. Urstadt and Biddle receive dividends on
shares of Common Stock which are indirectly owned by Messrs. Urstadt
and Biddle and directly owned by the Compensation Trust Plan, and which
are subject to automatic reinvestment in shares of Common Stock
pursuant to the Issuer's Dividend Reinvestment Plan. The number of
shares of Common Stock which Messers. Urstadt and Biddle each receive
under the Issuer's Dividend Reinvestment Plan are de minimus, but are
nonetheless included in the beneficial ownership amounts described
above.

Except as set forth in this Schedule 13D, none of UPCO, Mr. Urstadt,
Mrs. Urstadt, the CUB Trust, the CDU Trust, UCF, URACO or Mr. Biddle
or, to the best knowledge of such parties, any of the persons listed on
Schedule I to the Schedule 13D, owns any shares of Common Stock or has
purchased or sold any shares of Common Stock during the past 60 days.

(e) See Item 5(a) above.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby supplemented as follows:

Under the Limited Partnership Agreement, UPCO has the full power and
authority to make all decisions, in its sole discretion, with respect to the
shares of Common Stock and Class A Common Stock held by URACO, including as to
when and how such shares are to be voted or sold.

In connection with the partner contributions of shares of Common Stock
and Class A Common Stock to URACO, Mr. Urstadt, solely in his capacity as the
CUB Trustee, entered into, for and on behalf of the CUB Trust, an agreement
dated June 25, 2003, with URACO and UPCO, pursuant to which the CUB Trustee
transferred 821,975 shares of Common Stock and 78,025 shares of Class A Common
Stock held by the CUB Trust to URACO, URACO was assigned all of the CUB Trust's
rights and assumed all of its obligations under a Stock Pledge Agreement, dated
April 26, 1994, between the CUB Trust and

Page 14 of 19 Pages

UPCO and a Secured Promissory Note, dated April 26, 1994, executed by the CUB
Trust in favor of UPCO which had both been entered into in connection with the
initial purchase of such shares by the CUB Trustee on behalf of the CUB Trust
(although the CUB Trust continues to remain primarily liable to UPCO for its
obligations under such Secured Promissory Note), and UPCO consented to such
transfer, assignment and assumption. Similarly, Mr. Urstadt, solely in his
capacity as the CDU Trustee, entered into, for and on behalf of the CDU Trust,
an agreement dated June 25, 2003 with URACO and UPCO, pursuant to which the CDU
Trustee transferred 821,975 shares of Common Stock and 78,025 shares of Class A
Common Stock held by the CDU Trust to URACO, URACO was assigned all of the CDU
Trust's rights and assumed all of its obligations under a Stock Pledge
Agreement, dated April 26, 1994, between the CDU Trust and UPCO and a Secured
Promissory Note, dated April 26, 1994, executed by the CDU Trust in favor of
UPCO which had both been entered into in connection with the initial purchase of
such shares by the CDU Trustee on behalf of the CDU Trust (although the CDU
Trust continues to remain primarily liable to UPCO for its obligations under
such Secured Promissory Note), and UPCO consented to such transfer, assignment
and assumption.

Messrs. Urstadt and Biddle are participants in three plans of the
Issuer which are related to the Common Stock: the Issuer's (i) Excess Benefits
and Deferred Compensation Plan, (ii) Stock Option Plan, and (iii) Restricted
Stock Award Plan.

Excess Benefits and Deferred Compensation Plan

Effective November 1, 1996, the Directors of the Issuer adopted the
Urstadt Biddle Properties Inc. Excess Benefits and Deferred Compensation Plan
(the "Plan"), a non-qualified deferred compensation plan. The Plan is intended
to provide eligible employees with benefits in excess of the amounts which may
be provided under the Issuer's tax-qualified Profit Sharing and Savings Plan (a
401(K) plan), and to provide such employees with the opportunity to defer
receipt of a portion of their compensation. Participation is limited to those
employees who earn above the limit on compensation under the Issuer's Profit
Sharing and Savings Plan, currently $200,000. Under the Plan, a participant is
credited with an amount equal to the contributions which would have been
credited to the participant if the $200,000 compensation limitation under the
Profit Sharing and Savings Plan did not apply. Amounts credited under the Plan
vest under the same rules as under the Profit Sharing and Savings Plan. In
addition, each Participant may elect to defer the receipt of a portion of his or
her compensation until a later date. Amounts credited under the Plan are
increased with interest at a rate set from time to time by the Compensation
Committee. The Compensation Committee sets annually the interest rate to be paid
by the Issuer on deferred compensation accounts. In the event of a change of
control (as defined in the Plan), the Compensation Committee may in its
discretion accelerate the vesting of benefits under the Plan. Effective as of
January 1, 2000, the Excess Benefits and Deferred Compensation Plan was amended
by creating the Compensation Plan Trust to hold funds allocated under the Plan.
Members of the Issuer's Compensation Committee act as trustees of the trust and
have the power to direct the vote of all shares held in the Compensation Plan
Trust. Eligible participants in the Plan may elect to have all or a portion of
their deferred compensation accounts in the Plan invested in the Issuer's Common
Stock, Class A Common Stock or such other securities as may be purchased by the
trustees in their discretion. Mr. Urstadt, as Chairman of the Board and Chief
Executive Officer of the Issuer, and Mr. Biddle, as President and Chief
Operating Officer of the Issuer, are participants in the Plan.

Stock Option Plan

The Issuer maintains a Stock Option Plan (the "Stock Option Plan")
pursuant to which shares of the Issuer's authorized but unissued Common Stock
and the Issuer's Class A Common Shares have been reserved for issuance upon the
exercise of options which have been or may be granted under the Stock Option
Plan. The persons eligible to participate in the Stock Option Plan are such key
employees of the Issuer as may be selected from time to time by the Issuer's
Compensation Committee in its discretion, as well as non-employee Directors of
the Issuer. The Stock Option Plan is administered by the Issuer's Compensation
Committee.

Page 15 of 19 Pages

Mr. Urstadt, as Chairman of the Board and Chief Executive Officer of
the Issuer, and Mr. Biddle, as President and Chief Operating Officer of the
Issuer, are participants in the Stock Option Plan and neither of Messrs. Urstadt
and Biddle currently hold any options.

The Compensation Committee has authorized loans to finance the exercise
of stock options granted to executive officers. In this regard, the 193,000
shares of Common Stock purchased by Mr. Biddle in connection with his July 2,
2002 exercise of options granted under the Stock Option Plan are pledged by Mr.
Biddle to the Issuer pursuant to a Stock Pledge Agreement, dated July 2, 2002,
between Mr. Biddle and the Issuer, as security for the promissory note from Mr.
Biddle to the Issuer. Similarly, 419,000 shares of Common Stock and 19,000
shares of Class A Common Stock purchased by Mr. Biddle in connection with his
January 5, 2001 exercise of options granted under the Stock Option Plan were
pledged by Mr. Biddle to the Issuer pursuant to a Stock Pledge Agreement, dated
January 5, 2001, between Mr. Biddle and the Issuer, as security for the
promissory note from Mr. Biddle to the Issuer; however, Mr. Biddle had since
repaid the full principal amount of such note and the accrued interest thereon.

Restricted Stock Award Plan

Under the Issuer's Restricted Stock Award Plan (the "Restricted Stock
Award Plan"), 350,000 shares each of the Issuer's authorized but unissued Common
Stock and Class A Common Stock and 350,000 shares, which at the discretion of
the Compensation Committee may be awarded in any combination of Common Stock and
Class A Common Stock, have been reserved for issuance in connection with
restricted stock awards that have been or may be granted under the Restricted
Stock Award Plan. The persons eligible to receive restricted stock awards are
selected by the Compensation Committee, in its discretion, from among management
personnel who are considered to have significant responsibility for the growth
and profitability of the Issuer and non-employee Directors. The Restricted Stock
Award Plan is administered by the Compensation Committee.

Each restricted stock award is evidenced by a written agreement,
executed by both the relevant participant and the Issuer, setting forth all the
terms and conditions applicable to such award as determined by the Compensation
Committee. Such terms and conditions shall include (i) the length of the
restricted period of the award, (ii) the restrictions applicable to the award,
including (without limitation) the employment or directorship status rules
governing forfeiture and restrictions on the sale, assignment, transfer, pledge
or other encumbrance of the restricted stock during the restricted period, and
(iii) the eligibility to share in dividends and other distributions paid to the
Issuer's stockholders during the restricted period.

If a participant ceases to be employed or ceases to be a director prior
to the lapse of the restricted period by reason of death or disability, the
restrictions shall lapse on such date. If a participant ceases to be employed or
ceases to be a director by reason of Retirement (as defined in the Restricted
Stock Award Plan), all awards of Restricted Stock continue to vest as if
Retirement had not occurred until such time as the restrictions lapse.

The Compensation Committee has the authority to accelerate the time at
which the restrictions may lapse whenever it considers that such action is in
the best interests of the Issuer and of its stockholders, whether by reason of
changes in tax laws, a "change in control" (as defined in the Restricted Stock
Award Plan), or otherwise.

Mr. Urstadt, as Chairman of the Board and Chief Executive Officer of
the Issuer, and Mr. Biddle, as President and Chief Operating Officer of the
Issuer, are participants in the Restricted Stock Plan. Mr. Urstadt is the direct
beneficial owner of 200,000 restricted shares of Common Stock issued pursuant to
the Restricted Stock Award Plan and Mr. Biddle is the direct beneficial owner of
243,750 restricted shares of Common Stock issued pursuant to the Restricted
Stock Award Plan.

Page 16 of 19 Pages

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is hereby supplemented as follows:

1. Joint Filing Agreement, dated June 27, 2003.

2. Limited Partnership Agreement, dated June 25, 2003, by and among
Urstadt Property Company, Inc., as the sole general partner, and the
Charles D. Urstadt Irrevocable Trust, the Catherine U. Biddle
Irrevocable Trust, Charles J. Urstadt and Elinor F. Urstadt, as limited
partners.

3. Agreement, dated June 25, 2003, among the Charles D. Urstadt
Irrevocable Trust, Urstadt Realty Associates Co LP and Urstadt Property
Company, Inc.

4. Agreement, dated June 25, 2003, among the Catherine U. Biddle
Irrevocable Trust, Urstadt Realty Associates Co LP and Urstadt Property
Company, Inc.

5. Form of Supplemental Agreement with Stock Option Plan Participants
(non-statutory options) (incorporated by reference to Exhibit 10.6.2 of
the Issuer's Annual Report on Form 10-K for the year ended October 31,
1998).

6. Form of Supplemental Agreement with Stock Option Plan Participants
(statutory options) (incorporated by reference to Exhibit 10.6.2 of the
Issuer's Annual Report on Form 10-K for the year ended October 31,
1998).

7. Restricted Stock Plan (incorporated by reference to Exhibit B of
Amendment No. 1 to Issuer's Registration Statement on Form S-4 (No.
333-19113)).

8. Form of Supplemental Agreement with Restricted Stockholders
(incorporated by reference to Exhibit 10.6.2 of the Issuer's Annual
Report on Form 10-K for the year ended October 31, 1998).

9. Excess Benefit and Deferred Compensation Plan (incorporated by
reference to Exhibit 10.10 of the Issuer's Annual Report on Form 10-K
for the year ended October 31, 1998).

10. Amended and Restated Restricted Stock Award Plan effective December 9,
1999 (incorporated by reference to Exhibit 10.18 of the Issuer's Annual
Report on Form 10-K for the year ended October 31, 2000).

11. Amended and Restated Stock Option Plan adopted June 28, 2000
(incorporated by reference to Exhibit 10.19 of the Issuer's Annual
Report on Form 10-K for the year ended October 31, 2000) (incorporated
by reference to Exhibit 10.19 of the Issuer's Annual Report on Form
10-K for the year ended October 31, 2000).

12. Promissory Note and Stock Pledge Agreement dated January 5, 2001 by
Willing L. Biddle in favor of the Issuer (incorporated by reference to
Exhibit 10.20 of the Issuer's Annual Report on Form 10-K for the year
ended October 31, 2000).

13. Promissory Note and Stock Pledge Agreement dated July 2, 2002 by
Willing L. Biddle in favor of the Issuer (incorporated by reference to
Exhibit 10.20 of the Issuer's Annual Report on Form 10-K for the year
ended October 31, 2002).

Page 17 of 19 Pages

14. Amended and Restated Restricted Stock Award Plan effective December 12,
2001 as approved by the Issuer's stockholders on March 13, 2002
(incorporated by reference to Exhibit 10.21 of the Issuer's Annual
Report on Form 10-K for the year ended October 31, 2002).

Page 18 of 19 Pages

SIGNATURE

After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.

Dated: June 27, 2003

/s/ Charles J. Urstadt
-----------------------------------
Charles J. Urstadt

URSTADT PROPERTY COMPANY, INC.

By: /s/ Charles J. Urstadt
-----------------------------------
Name: Charles J. Urstadt
Title: Chairman of the Board

/s/ Elinor F. Urstadt
-----------------------------------
Elinor F. Urstadt

CATHERINE URSTADT BIDDLE IRREVOCABLE
TRUST

By: /s/ Charles J. Urstadt
-----------------------------------
Name: Charles J. Urstadt
Title: Trustee

CHARLES D. URSTADT IRREVOCABLE TRUST

By: /s/ Charles J. Urstadt
-----------------------------------
Name: Charles J. Urstadt
Title: Trustee

URSTADT CONSERVATION FOUNDATION

By: /s/ Charles J. Urstadt
-----------------------------------
Name: Charles J. Urstadt
Title: Trustee

By: /s/ Elinor F. Urstadt
-----------------------------------
Name: Elinor F. Urstadt
Title: Trustee

URSTADT REALTY ASSOCIATES CO LP

By: URSTADT PROPERTY COMPANY, INC.
-----------------------------------
Its sole general partner

By: /s/ Charles J. Urstadt
-----------------------------------
Name: Charles J. Urstadt
Title: Chairman of the Board

/s/ Willing L Biddle
--------------------------------------
Willing L. Biddle

Page 19 of 19 Pages

Schedule I

Schedule I is hereby amended and restated in its entirety:

Reporting Person:

Urstadt Property Company, Inc. ("UPCO")
2 Park Place, Suite 3
Bronxville, New York 10708

Executive Officers and Directors:

Name:........................... Charles J. Urstadt
Position:....................... Director and Chairman
Principal Occupation
and Employment;
Business Address:............... Director and Chairman of UPCO; Chairman and Chief
Executive Officer of the Issuer; the business
address is 321 Railroad Avenue, Greenwich, Connecticut 06830.
Citizenship:.................... United States of America

Name:........................... Charles D. Urstadt
Position:....................... Director and President
Principal Occupation
and Employment;
Business Address:............... President of UPCO; the business address is 2 Park
Place, Suite 3, Bronxville, New York 10708.
Citizenship:.................... United States of America

Name:........................... Daniel T. Keon
Position:....................... Senior Vice President and Treasurer
Principal Occupation
and Employment;
Business Address:............... Senior Vice President and Treasurer of UPCO; the business
address is 2 Park Place, Bronxville, New York 10708.
Citizenship:.................... United States of America

Name:........................... Catherine Urstadt Biddle
Position:....................... Vice President and Secretary
Principal Occupation
and Employment;
Business Address:............... Vice President and Secretary of UPCO; the business address is
2 Park Place, Bronxville, New York 10708.
Citizenship:.................... United States of America

EXHIBIT INDEX

Exhibit
-------

1. Joint Filing Agreement, dated June 27, 2003.

3. Agreement, dated June 25, 2003, among the Charles D. Urstadt
Irrevocable Trust, Urstadt Realty Associates Co LP and Urstadt Property
Company, Inc.

4. Agreement, dated June 25, 2003, among the Catherine U. Biddle
Irrevocable Trust, Urstadt Realty Associates Co LP and Urstadt Property
Company, Inc.

7. Restricted Stock Plan (incorporated by reference to Exhibit B of
Amendment No. 1 to Issuer's Registration Statement on Form S-4 (No.
333-19113)).

8. Form of Supplemental Agreement with Restricted Stockholders
(incorporated by reference to Exhibit 10.6.2 of the Issuer's Annual
Report on Form 10-K for the year ended October 31, 1998).

9. Excess Benefit and Deferred Compensation Plan (incorporated by
reference to Exhibit 10.10 of the Issuer's Annual Report on Form 10-K
for the year ended October 31, 1998).

Exhibit 1

AGREEMENT

The undersigned hereby agree that this Statement on Schedule 13D with
respect to the beneficial ownership of shares of Common Stock of Urstadt Biddle
Properties Inc. is filed jointly, on behalf of each of them.

Dated: June 27, 2003

/s/ Charles J. Urstadt
-----------------------------------
Charles J. Urstadt

URSTADT PROPERTY COMPANY, INC.

By: /s/ Charles J. Urstadt
--------------------------------
Name: Charles J. Urstadt
Title: Chairman of the Board

/s/ Elinor F. Urstadt
-----------------------------------
Elinor F. Urstadt

CATHERINE URSTADT BIDDLE IRREVOCABLE
TRUST

By: /s/ Charles J. Urstadt
--------------------------------
Name: Charles J. Urstadt
Title: Trustee

CHARLES D. URSTADT IRREVOCABLE TRUST

By: /s/ Charles J. Urstadt
--------------------------------
Name: Charles J. Urstadt
Title: Trustee

URSTADT CONSERVATION FOUNDATION

By: /s/ Charles J. Urstadt
--------------------------------
Name: Charles J. Urstadt
Title: Trustee

By: /s/ Elinor F. Urstadt
--------------------------------
Name: Elinor F. Urstadt
Title: Trustee

URSTADT REALTY ASSOCIATES CO LP

By: URSTADT PROPERTY COMPANY, INC.
--------------------------------
Its sole general partner

By: /s/ Charles J. Urstadt
--------------------------------
Name: Charles J. Urstadt
Title: Chairman of the Board

/s/ Willing L Biddle
-----------------------------------
Willing L. Biddle