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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
(Exact name of registrant as specified in its charter)

            Maine                                                                                            01-0185800                 
(State of Incorporation)                                                              (I.R.S. Employer Identification No.)

P.O. Box 1270, 149 Colonial Road, Manchester Connecticut        06045-1270
(Address of principal executive offices)                                                   (Zip Code)

(860) 646-6555                       
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

                                                None

Securities registered pursuant to Section 12 (g) of the Act:

1.       Common Stock, par value of $1 per share

The Company hereby indicates by checkmark whether it (1) has filed all reports required to be filed by Section 11 or 10 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.

                                                YES    X                       NO       _____

Based on the most recent sales, the aggregate market value of the voting stock held by non-affiliates of the Company was approximately $3,090,000.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

                                                YES     X                     NO                 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report:   3,089,985

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PART I

Cautionary Note Regarding Forward Looking Statements

This Annual Report on Form 10-K contains forward looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve risks, uncertainties and assumptions as described from time to time in registration statements, annual reports, and other periodic reports and filings of the Company filed with the Securities and Exchange Commission.  All statements, other than statements of historical facts, which address the Company's expectations of sources of capital or which express the Company's expectation for the future with respect to financial performance or operating strategies can be identified as forward-looking statements.  As a result, there can be no assurance that the Company's future results will not be materially different from those described herein as "believed," "anticipated," "estimated" or "expected, " which reflect the current view of the Company with respect to future events.  We caution readers that these forward-looking statements speak only as of the date hereof.  The Company hereby expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which such statement is based.

ITEM 1.           DESCRIPTION OF BUSINESS

(a)        General Development of Business

First Hartford Corporation and its subsidiaries (the "Company"), which was incorporated in Maine in 1909, is engaged in the purchase, development, ownership, management and sale of real estate. 

(b)        Financial Information about Industry Segments

The Company is engaged in the purchase, development, ownership, management and sale of real estate, therefore, segment information is not applicable.

(c)        Narrative Description of Business

The Company is engaged in the purchase, development, ownership and management of real estate with the ultimate goal of selling such properties when profitable opportunities arise.

The real estate, owned and/or managed by the Company through various subsidiaries and joint ventures, is located in Connecticut, New Jersey, Texas, Massachusetts and Rhode Island.  Tenants are obtained through brokers and employed representatives of the Company, by means of Industry Trade Shows, direct contacts with retail stores and other potential commercial tenants and an occasional inquiry by potential tenants at the Company's on-site offices.

The real estate business of the Company is diversified in terms of geographical locations, type of commercial property and form of ownership or management.  The commercial real estate business is not normally thought of as being divided into significant separate classes of products or services.  For the prior five years, development had been exclusively retail.  In the current year, the Company, in addition to its retail construction, has constructed a 60,000 s.f. building in Cranston, Rhode Island for lease to Katharine Gibbs College of which the Company owns 50% of the building.  The same partnership has been chosen as the developer of a 60,000 s.f. building for a police station to be built by the Company and leased to the City of Cranston, Rhode Island.  Additional opportunities on this property are being considered.

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Operation of the Company's real estate business requires construction materials and suitable land.  Construction materials can be obtained from many sources, but supplies and construction labor are subject to price fluctuations, strikes and delivery delays, which can greatly increase the cost of a project.

Commercial properties are available in the states where the Company is qualified to do business, however all real property is, by its nature, finite and subject to fluctuations in cost and unpredictable changes in local zoning ordinances and restrictions on planned construction.

Certain phases of the real estate business are inherently speculative and intensely competitive with many enterprises, both large and small, engaged in businesses similar to the Company's throughout the United States.  The success of the Company, to a large extent, depends upon factors which may be beyond the control of management.  Some of these factors are variable construction costs, the mortgage market, real estate taxes, income tax laws, government regulations, the commercial rental market and the economy.  The ability of the Company to meet its debt service obligations and to operate profitability is also dependent on its ability to attract tenants and to compete successfully with the numerous other commercial properties available to prospective tenants.  The ability to attract tenants is dependent upon the changing character of the areas in which the Company's properties are located, the rate of new construction in those areas and the extent of present and future competition in those areas.  The Company's holdings are becoming less diversified geographically.

The Company's assets are concentrated mostly in the Northeast, which creates a geographic diversification risk.  The Company presently has interests and options from Southern New Jersey to Maine. 

The real estate business does not experience "backlogs" as that term is generally understood, nor is it seasonal.

The Company's business is not dependent upon a single customer but there is a dependency on supermarkets as strip mall tenants.  The company currently has Stop & Shop, Big Y and Price Rite as major tenants.

The Company has no material patent, license, franchise or concession. 

Research and development is not a part of the Company's business.

The Company anticipates that compliance with any applicable Federal, state or local provisions regulating discharges into the environment or otherwise relating to the protection of the environment will not have a material effect on its capital expenditures, earnings or competitive position. 

At April 30, 2004, the Company employed 27 people.

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(c)        Financial Information About Foreign And
Domestic Operations

The Company and its subsidiaries do not engage in operations in foreign countries. 

ITEM 2.           DESCRIPTION OF PROPERTY

            The following table shows the location, general character and ownership status of the materially important physical properties of the Company and its subsidiaries.

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ITEM 3.           LEGAL PROCEEDINGS

Wal-Mart Real Estate Business Trust ("Wal-Mart"), v. New Hawthorn Management Services, Inc., ("NHMS") [nka-First Hartford Realty Corporation via merger] Robert Piermarini, Trustee of A. P. Realty Trust and Ruth Piermarini, Trustees of R&O Leominster Realty Trust, Third Party Defendants.

The above referenced case was originally filed by NHMS against Wal-Mart (and the Piermarini defendants) in the federal district court of Massachusetts but was withdrawn due to lack of complete diversity jurisdiction.

After the aforesaid withdrawal, NHMS was preparing to re-file the same complaint in the state court of Massachusetts.  However, Wal-Mart chose to file in the state court first and is thus the plaintiff in the above referenced matter styled Superior Court Civil Action No. 01-0810A.  On information and belief, Wal-Mart claims NHMS breached a Purchase and Sale Agreement by failing to, inter alia, provide an environmentally clean site and a requested (by Wal-Mart) clarification of a local planning board approval along with various lien waivers.  Wal-Mart claims these breaches caused it not to purchase the property and is seeking the return of its $425,000 deposit along with reimbursement of certain expenses allegedly in the low six-figure range.

NHMS has filed a counterclaim against Wal-Mart claiming Wal-Mart's allegations to be without any basis in that the property was environmentally sound and that any improperly alleged environmental issues could easily have been escrowed for as provided under the contract.  NHMS further asserts the planning board approval in question was valid without need of further clarification particularly in light of the numerous assurances given to Wal-Mart by the City of Leominster regarding such approval and that any required lien waivers were properly delivered to the title company.  In its counterclaim, NHMS is seeking in excess of $1,200,000 in damages for lost profits and/or expenses along with additional damages for unfair trade practices.  Wal-Mart has admitted efforts to try to purchase the very same property from the land owners immediately after it claimed that said property was not suitable for purchase under the terms of its terminated agreement with NHMS.

The Piermarini defendants (who are the current land owners of the property which was to be acquired by Wal-Mart) were named as third party defendants by NHMS because, to the extent that there might be any merit to the Wal-Mart allegations regarding the environmental issues, NHMS could claim that the Piermarini's may have breached their contract with NHMS.  The Piermarini's have filed a counterclaim against NHMS for economic injury relating to liens filed against the property and damage to existing buildings.  The Piermarini's also assert that NHMS claims against them regarding any environmental issues constitute an abuse of process.  The estimated value of these claims is unknown.

There is also an intervening broker claim filed against NHMS should NHMS prevail against Wal-Mart.  The estimated value of this broker claim is approximately $80,000.

While there is uncertainty and risk in any litigation, NHMS is confident that it will prevail in its counterclaim against Wal-Mart.

During the pendency of this lawsuit, Wal-Mart has filed a motion for partial summary judgment against NHMS in an effort to limit its damages, if any, to $200,000 based upon a liquidated damages clause in the original contract.  As anticipated by NHMS, this motion was denied on both trial and appellate levels.

The "Piermarini defendants" have also moved for partial summary judgment to eliminate claims against them by NHMS.  NHMS contested this motion upon which argument was heard by the Superior Court on July 16, 2003.  This motion was denied on July 21, 2003. 

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A date for a jury trial in this matter has been tentatively set by the court for mid-November of 2004.

James Deshone vs. ABB, Inc.

On September 8, 2003, First Hartford Corporation ("FHC") received a copy of a pleading entitled Motion To Cite Party Defendants dated August 20, 2003, requesting permission to name FHC as an additional defendant (in addition to the current 63 defendants) in a matter styled James Deshone vs. ABB, Inc. et. al. filed in the Superior Court J.D. of Fairfield, CT @ Bridgeport, CT under docket #BA-02-03987835 regarding a single individual purportedly seeking redress for an illness alleged to relate to asbestos exposure over a period from 1956-1991 while working at various jobsites.  FHC has retained the firm of Day, Berry and Howard to represent it in this matter.  Since the above pleading contained no specific allegations against FHC, FHC was initially unable to make any determination as to the merits of this matter.  FHC was also unable to uncover any evidence of Mr. Deshone as ever being employed by FHC.

Based on discovery, FHC filed a motion for summary judgment [upon which it anticipated prevailing] on June 28, 2004.  Shortly thereafter, the parties agreed to settle the case for $2,500.  FHC believes the foregoing motion was instrumental in achieving the settlement to which FHC agreed primarily to defray the ongoing costs associated with the defense of this action.

Richard E. Kaplan v. First Hartford Corporation

On January 29, 2004, a shareholder filed a Form 13D with the Securities and Exchange Commission indicating that he controls over 19% of the Company shares.  That shareholder was Richard E. Kaplan, purportedly a resident of the Commonwealth of Massachusetts.  By Complaint dated February 27, 2004, Mr. Kaplan, filed suit against First Hartford Corporation (the "Company") as case No. 04 10402 RCL in the United States District Court in the District of Massachusetts.  The Company was served with the complaint on March 2, 2004.  The complaint alleges that the proxy solicitation materials issued by the Company as a prelude to its annual meeting on January 22, 2004, were false and/or misleading in certain respects and also omitted certain material information.  As a result thereof, the plaintiff seeks to void the shareholder votes taken at the January 22, 2004 shareholder meeting of the Company and have a new vote ordered based upon revised proxy material which would be required to be issued by the Company.  The only shareholder votes taken at the annual meeting were to re-elect the same board of directors which had been serving the Company and to approve the Employee Stock Option Plan. 

The Company believes strongly that information in its proxy materials was neither false nor misleading and that the lawsuit is without merit.

The Company is not aware of any other material legal proceedings which would need to be cited herein.

Other Proceedings

For proceedings involving officers and directors, see Item 10(f) on Page 36.

The Company is also involved in other legal proceedings which have arisen during the normal course of its business, including disputes over tax assessments, commercial contracts, lease agreements, construction contracts and personal injuries, but the Company does not believe that any of these proceedings will have a material impact on its consolidated financial condition.

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ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The last meeting of Stockholders was held on January 22, 2004.  Proxies were mailed to Shareholders of Record on or about December 29, 2003.  As a result of that vote:

1.         The Directors were re-elected in its entirety. 

2.         The 2003 Stock Option Plan was adopted.

PART II

ITEM 5.           MARKET FOR THE REGISTRANT'S COMMON STOCK
                        AND RELATED SECURITY HOLDER MATTERS

The Company's common stock, $1 par value, is traded over-the-counter.  Any bids would be contained in the National Daily Quotation Service of the National Association of Securities Dealers (pink sheets) or online at http://www.pinksheets.com or http://www.yahoo.com.  Symbol FHRT P.K.

The Company has paid no cash dividends in the last five years.

Small sales of common stock have occurred from time to time.  The annual high for the stock was $1.90 a share and the low of $.70 a share.  The last sale was $2.00 a share on July 21, 2004.

The number of shareholders of record for the Company's common stock as of April 30, 2004, is approximately 900. 

ITEM 6.           SELECTED FINANCIAL DATA

For the Years Ended April 30, 2004, 2003, 2002, 2001 and 2000

The selected financial data set forth below for the years ended April 30, 2004, 2003, 2002, 2001 and 2000 are derived from the Company's financial statements.  This information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Item 7 and "Financial Statements and Supplementary Data" included in Item 8 which are incorporated therein by reference.

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ITEM 6.           SELECTED FINANCIAL DATA - (Continued)

ITEM 7.           FIRST HARTFORD CORPORATION AND SUBSIDIARIES
                        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS

The financial and business analysis below provides information, which the Company believes, is relevant to an assessment and understanding of the Company's consolidated financial position and results of operations.  This financial and business analysis should be read in conjunction with the consolidated financial statements and related notes.

The following discussion and certain other sections of the Report on Form 10-K contain statements reflecting the Company's views about its future performance and constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995.  These views may involve risks and uncertainties that are difficult to predict and may cause the Company's actual results to differ materially from the results discussed in such forward-looking statements.  Readers should consider that various factors including changes in general economic conditions, interest rates and availability of funds, nature of competition and relationships with key customers and their financial condition may affect the Company's performance.  The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or other.

Critical Accounting Polices

Our discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements contained in Item 8 in this Annual Report.  Our Consolidated Financial Statements include the accounts of the Company and its controlled affiliates.  For a discussion of our accounting policies with respect to our investments in unconsolidated affiliates, see - "Investments in Affiliated Partnerships".  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period.  Actual results could differ from those estimates.

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The estimates used in the preparation of the Consolidated Financial Statements are described in Note 1 to the Consolidated Financial Statements for the year ended April 30, 2004.  However, certain significant accounting policies are considered critical accounting polices due to the increased level of assumptions used or estimates made in determining their impact on the Consolidated Financial Statements.  Management has reviewed the critical accounting policies and estimates with the Company's Board of Directors and the Company's independent auditors.

Capitalized Cost

Expenditures directly related to real estate under consideration for development, are capitalized and carried at cost in the consolidated balance sheet.  These costs would include option payments, attorney's fees, architect and engineering fees, consultants, etc., but only to the extent they are from outside sources. If the project is later abandoned, all of the accumulated costs are charged to expense.  Costs for in-house, engineering and drafting, estimating and purchasing and development are expensed as incurred.  When a project financing is put into place, estimates are made for the costs incurred.  These costs will be lower than that of going to outside vendors.  These charges which will be agreed upon with our lenders and/or our partners, if applicable, will be recognized as income over the construction period.

Leasing costs are capitalized when leases are signed (cost incurred) and include direct commission, salaries and expenses.  Costs are amortized over the life of the lease. 

Revenue Recognition

Construction Revenue - Since the Company is primarily involved in development of property for its own use, construction revenue is recorded upon the sale of a property built for third parties.  Revenues from projects built for third parties are recognized on the percentage-of-completion method of accounting based on costs incurred to date in relation to total actual costs and estimated costs to complete.  Revisions in costs and profit estimates are reflected in operations during the accounting period in which the facts become known.  The Company provides for estimated losses on contracts in the year such losses become known.  There are no properties built for sale to third parties.

A subsidiary, Lead Tech, Inc., does lead and asbestos inspections and remediation and recognizes revenue as services are provided.

Rental Revenue - Rental revenue is comprised of base rent, reimbursements for certain costs as provided in the lease agreements such as real estate taxes, utilities, insurance, common area maintenance and other recoverable costs.  There are no contingents rents. 

The Company leases certain real estate as its shopping centers under leases that may include renewal options.  In most cases, management expects that in the normal course of business, leases will be renewed.  Therefore, in accordance with Statement of Financial Accounting Standards No. 13 "Accounting for Leases", rental revenue is recognized on a straight-line basis over the terms of the respective leases.

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Investment In Affiliated Partnerships

In accordance with ARB51, investments in entities in which the Company has less than a 20% interest are carried at cost.  Distributions incurred from those entities are included in income.  Distributions received in excess of the Company's proportionate share of capital are applied as a reduction of the cost of the investment.  Investments in entities in which the Company has a 20-50% interest are carried at cost adjusted for the Company's proportionate share of their undistributed earnings or losses. 

The Company currently has two unconsolidated operating partnerships: The Shopping Center in Cranston, RI in which the Company owns a 25% interest and the Shopping Center in Dover Township, NJ in which the Company owns a 50% interest.  Although the Company exercises some influence, the Company does not control the operating and financial policies of these partnerships and, therefore, are not consolidated.  These investments were recorded at cost and subsequently adjusted for gains, losses and distribution.  If the carrying value is less than zero, the amount is carried in other liabilities.

Accounting For The Impairment Or Disposal of Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which established a single accounting model for the impairment or disposal of long-lived assets including discontinued operations.  SFAS No. 144 requires that the operations related to long-lived assets that have been sold or long-lived assets that are intended to be sold be presented as discontinued operations in the Statement of Operations for all periods presented, and properties intended to be sold to be designated as "held for sale" on the balance sheet.

Fair Value of Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes.  The Company limits its exposure with the use of derivatives.  To mitigate the exposure to unexpected changes in interest rates, derivatives are used primarily to hedge against rate movements on some of the Company's related debt.  Interest rate swap contracts that have been designated and qualify as fair value hedging instruments are reported at fair value.  The gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in earnings in the current period.

Stock Compensation

The Company applies Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for its stock awards, and complies with the disclosure provisions of SFAS No. 123, "Accounting for Stock Based Compensation".  Under APB 25, compensation expense is recognized over the vesting period to the extent that the fair market value of the underlying stock on the measurement date exceeds the exercise price of the employee stock award. 

Accounting Change

The Company has adopted Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets".  As a result, there is a requirement to restate the 2003 and 2002 Financial Statements to properly present discontinued operations.  There is no effect to net income. In accordance with Statement of Financial Accounting Standards No. 13 "Accounting for Leases" the Company recognized lease rental revenue on a straight-line basis over the terms of the respective leases.  In addition, the Company discovered that a bank mortgage obtained in 2003, included an interest rate swap that was required to be recorded in accordance with "Statement of Financial Accounting Standards No. 149 Amendment of Statement 133 on Derivative Instruments and Hedging Activities".  The effects on income are as follows:

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April 30, 2003 and 2002 have been restated to reflect the above.

RESULTS OF OPERATIONS

The defining event of the year was the sale of the Mt. Olive Shopping Center ("Mt. Olive").  In a prior MD&A we discussed the probability of being profitable at our size without the Company selling operating property from time to time.  Management had come to the conclusion this was highly unlikely.  The sale of Mt. Olive resulted in a realized gain of approximately $6,275,0000.  That pretax profit was almost three times the market value of the Company on the date of sale.  However, the Company is giving up future operating income and management fees.  These amounts are included in discontinued operations.

The sale of Mt. Olive has caused a restatement of operations to reflect discontinued items in accordance with Statement of Financial Accounting Standards No. 144. 

The following is a summary of the closing.

Rental income which is reported on a straight line basis, was reduced in all years presented for the income previously recorded for the Mt. Olive Shopping Center as per Statement Of Financial Accounting Standard No. 144 "Accounting for the impairment of Long Lived Assets." 

Rental income has increased approximately $942,000 from 2003 to 2004.  Katharine Gibbs College began paying rent in January 2004 which totaled approximately $500,000.  The West Springfield Shopping Center was acquired November 26, 2003 and provided rental income of $170,000.  The Shopping Center is currently under construction for expansion for new stores.  The Big Y supermarket in Plainfield, CT started an expansion which generated approximately $90,000 of rental income.  The balance of the increase is due to increased operating expenses which are reimbursed by tenants and included in rental income.  Rental income decreased $75,000 between 2002 and 2003 as a result of a corresponding amount of reductions in operating expenses which would have been billed to tenants if incurred.

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Sale of Real Estate totaled $73,096 in 2004, $-0- in 2003 and $860,000 in 2002.  These proceeds were from parcels taken out of projects built in prior years.  This is not a predictable source of income.  The parcel sold this year was from a project built in New Mexico over 20 years ago.  Another parcel was sold in the 1^st quarter ending July 31, 2004.

Construction income is generated by a subsidiary that does lead and asbestos testing and abatement for third parties. Supervision of this work is by licensed employees of the Company when they are not working on projects being developed by the Company.  We also hire outside people and contractors as needed.  Income was up 131% from 2002 to 2003 and then dropped 78% in 2004.  Employees were used on the development of the West Springfield Shopping Center and were not available to do work for third parties, resulting in the drop in revenue in 2004.  Revenue is recognized as earned.

Management fee income is for management of property owned by others.  Currently, the only property being managed is a Shopping Center in Lubbock, Texas in which the Company has a 1% interest.  The shopping center pays a 4% management fee.  For the year ended April 30, 2004 only the management fee was earned.  It is not anticipated that any additional service other than the 4% management fee, will be required in the near future.  In 2003 and 2002 a special fee of $200,000 and $100,000 was earned as well as a 4% management fee.

Gain on Derivative - In 2002 the Company obtained a five year loan on a shopping center that was only available as a variable rate loan.  Because the company requested a fixed rate loan, the lender agreed to arrange a financial instrument (Derivative) to accommodate an agreed upon fixed rate.  The Company recorded $314,050 as a liability for that instrument in 2003.  The Company shows a gain of $134,991 in the current year. The loan on the Katharine Gibbs College building has a 5 year mortgage due in about 3 ½ years.  The mortgage is variable (currently about 3.5%) but has a rate cap of 8%.  That protection, which the Company views as an insurance policy, cost of $179,000 and is being amortized over the 5 years of the loan.

Other income consists primarily of the reimbursement of in-house professional fees.  The Company employs a salesman, an engineer, a draftsman with C.A.D.D. capability, an attorney and several development staff plus a purchasing department.  This staff is responsible for identifying projects for development, leasing, financing, and obtaining all governmental approvals as well as providing the legal work from lease to loan closing.  The Company also supplies the accounting and requisitions of bank funds and makes payments to subcontractors.  In all of these functions the Company may also use outside personnel.  Most jobs take in excess of a year before they start and some are terminated but the majority of work for the in-house professional staff is approximately three months prior to construction through the completion of construction.

It is the company's policy to expense all in-house expense during pre-development but to capitalize reasonable amounts for these services when development begins.  Management believes that this is the most conservative and accurate way to account for the incurred cost.

Additional revenue from non-consolidated minority interest companies included as other income are as follows:

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Equity in earnings of non-consolidated subsidiaries increased between 2002 and 2003, $346,000 and $91,000 from 2003 to 2004.  This is a result of store openings in that time period.  At April 30, 2004, there was approximately 8,000 square feet of vacant stores in those subsidiaries, which have subsequently been leased.

Activities for the year ending April 30, 2005 include:

1.)        The Company is preparing to start work on a 233,000 s.f. shopping center in Bangor, Maine.  All but approximately 51,000 s.f. has been committed although most of the leases have not been signed at this date.  The Company has obtained most of the approvals and are in the process of obtaining final approvals and financing for the project.

2.)        A partnership in which the Company is a 50% owner expects to become a preferred developer to a national drug store chain in a limited region in the southwest.  As a preferred developer with exclusive territorial rights, the Company will find sites for the stores, negotiate the land purchase and manage the construction.  The partnership will receive a fee for each store.

3.)        As reported in a Form 8-K Filing dated May 26, 2004, a Joint Venture in which the Company has a 50% interest has been chosen to build and lease to the City of Cranston, Rhode Island a 60,000 s.f. Police Station.  The building will be owned by the Joint Venture and will be constructed by Brewery Parkade, Inc., a wholly-owned subsidiary of the Company.  Details of the lease are currently being finalized.

Cost And Expenses

Cost of sales, real estate - The costs in 2004 and 2002 reflect the costs of the property parcels sold from previous developments and do not reflect any trend. 

Construction costs which reflect the cost of the work related to a subsidiary that performs lead and asbestos testing and abatement decreased $80,000 between 2004 and 2003.  Employees were working on the development of the West Springfield Shopping Center and were not available for work to third parties.

Operating costs have increased approximately $418,000 (44%) from 2003 to 2004 after it had dropped approximately $76,000 (7%) from 2002 to 2003.  The 2003 decrease is a result of lower expenses at the shopping centers (snowplowing etc.) which is reflective in lower common area income (see rental revenue).  The current increase is mostly from the addition of the new properties and a write off of a discontinued project in Washingtonville, NY of $92,000 and a $90,000 increase in legal.  Part of the increase is an additional cost of being a public company and dealing with a suit from a dissident shareholder.

Interest cost has increased approximately $160,000 (21%) from 2003 to 2004 after it had dropped approximately $68,000 (8%).  The increase in 2004 is from the addition of new properties which carries additional debt.  The decrease in 2003 was a result of paying down debt and rate decreases.

Depreciation and Amortization increased approximately $174,000 between 2004 and 2003 as a result of adding new properties.

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Selling, general and administrative, after remaining constant between 2002 and 2003, increased approximately $467,000 (38%) in 2004.  Most of the increase is payroll related.  As indicated in the 10-K last year, Mr. David Harding, a Vice President and Director, only had salary paid by the Company for the period January 18, 2003 to April 30, 2003.  For the current year his salary increased by more than $100,000.  Additionally, as indicated in last year's 10-K, Mr. Neil Ellis had his salary increased by $65,000 for the year.  The Company hired more people, increased salaries during the year and absorbed increases in medical insurance costs.  Also, the amortized portion of the stock compensation plan totaled approximately $134,000.

Property Taxes increased $20,000 from 2003 to 2004 as a result of new properties.  Since the assessment date of these properties had low valuations, we should expect to see larger increases next year which will be rebilled to the tenants and collected as rentals.

Capital Resource and Liquidity

There has been a significant improvement to the liquidity of the Company as a result of the sale of the Mt. Olive New Jersey Shopping Center.

In the past, the Company has had large property sales which were usually caused by an extreme need to repay debt.  Such is currently not the case.  The Company had a significant net operating loss carry forward that was about to expire and a business need to keep funding new projects.  Those issues were the main reason to sell the property.

On November 26, 2003, the Company purchased a Shopping Center in West Springfield, Mass. for approximately $3,650,000.  It contained a closed Kmart store with approximately 83,000 square feet and 50,000 square feet of other retail.  At the same time, the Company closed a construction loan of $7,235,000 with a take out for permanent financing.  The loans provided 100% financing of the project.  The permanent lender is charging 5.5% fixed interest for a 25 year loan callable after 3 years, and is entitled to 50% of the profits as additional interest.

The shopping center is being expanded by 9,000 square feet and the loan has been increased to $8,000,000.  Every space in the shopping center has been leased including a replacement tenant for one of the stores whose lease expired.  The 33,000 square feet lease in place has been renegotiated with increases in rent and term. With the exception of approximately 12,000 square feet, all tenants will be in and paying rent by September 1, 2004.  The remaining stores will be opened shortly thereafter.  The shopping center will generate approximately $1.5 million in gross revenue and $1.0 million cash flow prior to debt service.  The Company is presently attempting to buy out the lenders position for approximately $900,000.  The Company believes a new lender will lend at least $9,000,000 on the completed project.

On January 1, 2004, Katharine Gibbs College moved into a building constructed by the Company and leased to them by a joint venture in which the Company is a 50% participant in profits.  On the same property a completed pad was leased to a restaurant which constructed their own building.  The restaurant opened mid April 2004. 

Rent for the school is $121,000 monthly and the restaurant is $8,333 monthly with interest of 2% over a 30 day L.I.B.O.R. and a 20 year amortization with a 2007 due date.  Because this property has a variable loan, and we are in a rising interest rate situation, management will not forecast cash flow.

The Company is currently working on a lease to the City of Cranston, RI for a 60,000 square foot Police Station.  Management expects to break ground in September 2004.  The project is estimated to be in excess of $10 million.  The land is owned by the above partnership.

14

Although our 50% partner manages the property and controls the distribution, management has determined it proper to consolidate this entity.  The determining factor was the guarantee by Neil Ellis of top 25% of the loan.  The Company is liable to Mr. Ellis if he is called upon for payment.  The other joint venture partner has not signed a guarantee.  During the four months of operations, the entity had approximately $178,000 of net income and paid approximately $140,000 in distributions to the partners.

The following schedule outlines our long-term obligations as they stand today:

Included in Long-Term debt due in less than 1 year is $5,563,476 of a construction loan which has a provision to replace it with Long-Term debt.  The purchase obligation is for items not yet in place or requisitioned from the lender.  It is one of the elements that will increase the construction loan. The Company has ended the year with over $2,000,000 in cash and marketable securities, which is up over $2,000,000 from the cash it had in 2003 and 2004.  Although wary of rising interest rates, the possibilities of major tenants going bad, and major construction costs overruns, we feel our liquidity and capital Resources are in good shape. 

ITEM 7A.        QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK:

Management does not believe that there is any material market risk exposure with respect to derivative or other financial instruments that would require disclosure under this item.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements and supplementary data begin on the following page.

ITEM 9.           DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

                        None.

I N D E X

15

	KOSTIN RUFFKESS     &COMPANY, LLC	Farmington  New London	Pond View Corporate Center 76 Batterson Park Road Farmington, CT 06032
Business Advisors and Certified Public Accountants
			Main Line:      (860)   679-6000 Toll Free:        (800)   286-KRCO Fax:                  (860)   678-6110 Web:               www.kostin.com

To the Shareholders of
   First Hartford Corporation and Subsidiaries
Manchester, Connecticut

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheets of First Hartford Corporation and Subsidiaries (the "Company") as of April 30, 2004 and 2003, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the three years in the period April 30, 2004.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and related schedules are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements and related schedules.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Hartford Corporation and Subsidiaries as of April 30, 2004 and 2003, and the results of its consolidated operations and consolidated cash flows for each of the three years in the period ended April 30, 2004 in conformity with accounting principles generally accepted in the United States of America.

Farmington, Connecticut
July 27, 2004

16

First Hartford Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
APRIL 30, 2004 AND 2003 (RESTATED)

ASSETS

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

 17

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 30, 2004 AND 2003 (RESTATED)

 LIABILITIES AND STOCKHOLDERS' DEFICIT

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

18

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR YEARS ENDED APRIL 30, 2004, 2003 RESTATED AND 2002 RESTATED

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

19

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR YEARS ENDED APRIL 30, 2004, 2003 RESTATED AND 2002 RESTATED
(continued)

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

20

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED APRIL 30, 2004, 2003 and 2002

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

21

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30, 2004, 2003 RESTATED, 2002 RESTATED

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

22

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30, 2004, 2003 RESTATED, 2002 RESTATED
(continued)

The accompanying notes are an integral part of the consolidated financial statement.

23

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED April 30, 2004,2003 and 2002

1.            Summary of Significant Accounting Policies:

Description of Business

First Hartford Corporation and subsidiaries ("the Company") was incorporated in Maine in 1909, and is engaged in the purchase, development, ownership, management and sale of real estate.

Principles of Consolidation

The accompanying financial statements include the accounts of the Company, and its wholly owned subsidiaries.  All significant intercompany transactions and accounts have been eliminated in the consolidated financial statements, including construction revenues and costs of development for the Company's own use (rental/future sale).  Construction revenue from contracts between the Company and its investment partnerships are shown net of the related construction costs.

Financial Statement Presentation

Because the Company is engaged in the development and sale of real estate in various states of construction, the operating cycle may extend beyond one year.  Accordingly, following the usual practice of the real estate industry, the accompanying consolidated balance sheets are unclassified.

Statements of Cash Flows

For purposed of the statements of cash flows, the Company considers all highly liquid securities purchased with maturity of three months or less to be cash equivalents.

Developed Properties, Equipment and Leasehold Improvements

Developed properties, equipment and leasehold improvements are recorded at the lower of cost or net realizable value.

Depreciation is provided using the straight-line method for financial reporting purposes based on the following estimated useful lives:

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FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2004, 2003 AND 2002

1.                  Summary of Significant Accounting Policies (continued)

Expenditures for major renewals and betterments, which extend the useful lives of property and equipment, are capitalized.  Expenditures for maintenance and repairs are charged to operations as incurred.

Properties Under Construction

Expenditures directly related to real estate under consideration for development, are capitalized and are carried at cost in the consolidated balance sheet.  These costs would include option payments, attorney's fees, architect and engineering fees, consultants, etc., but only to the extent they are from outside sources.  If the project is later abandoned, all of the accumulated costs are charged to expense.  Costs for in-house engineering and drafting, estimating and purchasing and development are expensed as incurred.  When a project financing is put into place, estimates are made of the cost incurred.  These charges are agreed upon with our lenders, and/or our partners, if applicable, recognized as income over the construction period.

Leasing costs are capitalized when leases are signed (cost incurred) and include direct commissions, salaries and expenses.  These costs are amortized over the life of the lease. 

Intangible Assets

Leasing commissions and financing costs (included in deposits, escrows, and prepaid and deferred expenses in the accompanying balance sheets) are amortized using the straight-line method over the terms of the related leases and mortgages, respectively.  The costs amount to $1,467,493.  Amortization expense was $98,639, $44,797 and $40,579 for 2004, 2003 and 2002, respectively.  Amortization expense for the next five years is as follows:

Concentrations

The Company has a dependency on supermarkets as major tenants in strip malls.  Approximately 21% of the Company's rental revenue is from Big Y, in 2004, 27% in 2003 and 26% in 2002.  See "Note 12 Investments" for credit risk in investments.

 25

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2004, 2003 AND 2002

1.     Summary of Significant Account Policies (continued):

Revenue Recognition

Construction Revenue - Since the Company is primarily involved in development for its own use, construction revenue is recorded only upon sale of a property built for sale to third parties.  Revenues from projects built for third parties are recognized on the percentage-of-completion method of accounting based on costs incurred to date in relation to total actual costs and estimated costs to complete.  Revisions in costs and profit estimates are reflected in operations during the accounting period in which the facts become known.  The Company provides for estimated losses on contracts in the year such losses become known.  There were no properties built for sale to third parties.

A subsidiary, Lead Tech, Inc., does lead and asbestos inspections and remediation and recognizes revenue as services are provided.

Rental Revenue - Rental revenue is comprised of base rent on a straight line basis, reimbursements for certain costs as provided in the lease agreements such as real estate taxes, utilities, insurance, common area maintenance and other recoverable costs.  There are no contingents rents. 

The Company leases certain real estate as its shopping centers under leases that may include renewal options.  In most cases, management expects that in the normal course of business, leases will be renewed.  Therefore, in accordance with Statement of Financial Accounting Standards No. 13 "Accounting for Leases", rental revenue is recognized on a straight-line basis over the terms of the respective leases.

Off Balance Sheet Risk:

During the years ended April 30, 2004 and 2003, the Company had an amount in excess of $100,000 in a single bank.  Amounts over $100,000 are not insured by the Federal Deposit Insurance Corporation.  These balances fluctuate greatly during the year and will usually exceed this $100,000 limit.  Management regularly monitors the financial institution, together with its cash balances, and tries to keep this potential risk to a minimum. 

The Company maintains an account with a brokerage firm which had an amount greater than $500,000.  Amounts over $500,000 are not insured by the Securities Investor Protection Corporation.  Management regularly monitors the financial institution, together with its balances, and tries to keep this potential risk to a minimum. 

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Investment In Affiliated Partnerships

In accordance with ARB51, investments in entities in which the Company has less than a 20% interest are carried at cost.  Distributions incurred from those entities are included in income.  Distributions received in excess of the Company's proportionate share of capital are applied as a reduction of the cost of the investment.  Investments in entities in which the Company has a 20-50% interest are carried at cost adjusted for the Company's proportionate share of their undistributed earnings or losses. 

The Company currently has two unconsolidated operating partnerships:  The Shopping Center in Cranston, RI in which the Company owns a 25% interest and the Shopping Center in Dover Township, NJ in which the Company owns a 50% interest.  Although the Company exercises significant influence, we do to control the operating and financial policies of these partnerships and, therefore, are not consolidated.  These investments were recorded at cost and subsequently adjusted for gains, losses and distribution.  If the carrying value is less than zero, the amount is carried in other liabilities.

Fair Value of Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes.  The Company limits its exposure with the use of derivatives.  To mitigate the exposure to unexpected changes in interest rates, derivatives are used primarily to hedge against rate movements on some of the Company's related debt.  Interest rate swap contracts that have been designated and qualify as fair value hedging instruments are reported at fair value.  The gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in earnings in the current period.

Accounting For The Impairment Or Disposal of Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which established a single accounting model for the impairment or disposal of long-lived assets including discontinued operations.  SFAS No. 144 requires that the operations related to properties that have been sold or properties that are intended to be sold be presented as discontinued operations in the Statement of Operations for all periods presented, and properties intended to be sold to be designated as "held for sale" on the balance sheet.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

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Marketable Securities

In accordance with Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" the Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and re-evaluates such determination at each balance sheet date.  Debt securities for which the Company does not have the intent to hold to maturity are classified as available-for-sale, along with the Company's investment in equity securities.  Securities available-for-sale are carried at fair value, with the unrealized gains and losses reported in other comprehensive income.

Stock Compensation

The Company applies Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for its stock awards, and complies with the disclosure provisions of SFAS No. 123, "Accounting for Stock Based Compensation" ("SFAS 123").  Under APB 25, compensation expense is recognized over the vesting period to the extent that the fair market value of the underlying stock on the measurement date exceeds the exercise price of the employee stock award. 

Accounting Change

The Company has adopted Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets".  As a result, there is a requirement to restate the 2003 and 2002 financial statement to properly present discontinued operations.  There is no effect to net income.

In the current year in accordance with Statement of Financial Accounting Standards No. 13 "Accounting for Leases"; the Company recognized lease rental revenue on a straight-line basis over the terms of the respective leases.  In addition, the Company discovered that a bank mortgage obtained in 2003, included an interest rate swap that was required to be recorded in accordance with "Statement of Financial Accounting Standards No. 149 Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities".  The effects on income are as follows:

The April 30, 2003 and 2002 financial statements have been restated to reflect the above.

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2.      Construction Loans, Mortgages, and Notes payable:

The construction loan included above for West Springfield, MA will be converted to a mortgage in the amount of $8,000,000.  The terms are 5.50% fixed, 25-year amortization callable after 3 years.  The permanent lender is entitled to 50% of the profits as additional interest.

For the period ended April 30, 2004 the Company capitalized $175,288 in interest charges.

Aggregate principal payments due on the above debt during the next five years are as follows:

3.         Pledge of Stock Subsidiaries:

For an extended period of time the Company has not been able to obtain financing (secured or unsecured) without the personal guarantees of Neil Ellis, the President of the Company.  To some degree, the Company recently has been able to obtain financing without that guarantee but it continues to be a necessary component to most loans.  In the past, the Company has disclosed stock pledges of subsidiaries to Mr. Ellis as protection from personal losses due to his guarantees.  These pledges will stay in place until his guarantees are eliminated.

Neil Ellis, the President of the Company has guaranteed the following loans, bonds and letter of credit. 

29

In the event that Mr. Ellis would be called upon to pay on any of these guarantees, the Company would be liable to him.

4.         Related Party Transactions:

Amounts included in revenue resulting from transactions from consolidated and unconsolidated subsidiaries also included are companies owned by Neil Ellis, the President of the Company.

Transactions with 50% owned subsidiaries:

Transactions with Companies owned by Neil H. Ellis include Lubbock Parkade LLP (in which the Company has a small minority interest).

Service fees include real estate commissions, construction, management, overhead, engineering, legal, accounting services, pre-construction interest or any other personnel or financial charges.  This revenue is included in other income on the Statement of Operations.  The nature of these charges may also increase the corresponding cost in operating, selling and general and administrative or will be capitalized under projects under construction on the balance sheet

5.         Stockholders Equity

On February 11, 2004 the Company adopted a stock option plan allowing up to 1,000,000 shares.  The Company granted 250,000 shares to five employees, two of whom are directors.  The options, which have a two year vesting period, were granted at $1.10 per share.  The right to exercise the option expires February 11, 2014.  The options include a "put option" that requires the Company to purchase the exercised shares for $1.30 in excess of the grant price.  The cost of the deferred stock compensation was $325,000 of which $33,854 has vested and been expensed.  The put option expires 5 years after the stock option is fully vested. 

30

The fair value of the options granted to employees is estimated on the measurement date based on the Black Scholes minimum value-pricing model using the following assumptions:

Stock options expense attributable to common stock issued to employees (250,000 shares) based on the fair value of the shares issued was $36,425. 

Common Stock Options:

6.         Non-Recurring Items:

            Income from non-recurring items are as follows:

Gain on write off prior period liabilities is a result of recording contested invoices which were not paid.  In the current year the gain was recognized due to a settlement in mediation.

7.        Employee Retirement Plan:

In January 1997, the Company had come to settlement terms with the Pension Benefit Guaranty Corporation (PBGC) and the Department of Labor (DOL) concerning a pension plan which was frozen in January 1986.  Under the settlement, the Company has given the PBGC a 10 year Note of approximately $670,000 (6% interest payable quarterly) which is guaranteed by a bond of an insurance company.  This loan is in "notes payable - other" on the balance sheet.

The Company has adopted a Simple IRA.  Under this plan, all employees are eligible to participate upon obtaining 18 years of age and 30 hours of service.  Participants are eligible to defer earnings to the extent of the IRS regulations.  The Company will match up to 3% of each employee's annual salary.  Pension expense was $24,044, $17,382 and $13,538 for 2004, 2003 and 2002 respectively.

31

8.             Income Taxes:

The Company follows the requirements of Statement Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes", which requires the use of an asset and liability approach that provides for the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns.  In estimating future tax consequences, SFAS 109 generally considers all expected future events other than enactments of changes in the tax laws or rates.

The income tax provision is comprised of the following:

The components of the net deferred tax asset are as follows:

The company has set up an allowance of 60% in 2004 and 2003 and 50% in 2002 against the deferred tax asset since the likelihood of realization cannot be determined.

At April 30, 2004, the Company has estimated federal net operating loss carry forwards of approximately $6,500,000 which expire at various times from 2007 through 2022.

9.             Leases:

The Company leases commercial real estate under various operating leases expiring in various years through 2024. 

Minimum future rentals to be received on non-cancelable leases as of April 30, 2004 for each of the next five years are as follows:

            April 30

            2005     $2,148,322
            2006     $2,262,136
            2007     $2,122,089
            2008     $1,988,313
            2009     $1,750,416

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10.          Investments in Affiliates:

The Company has investments in partnerships and joint ventures, which own three shopping centers.  Dover and Cranston are accounted for on the equity method.  Lubbock is accounted for on the cost basis:  They are the following:

                Dover - New Jersey

                        Operating property.
                        Operating data - April 30.
                        Company ownership - 50% investment at inception was $147,500.

The property's major tenant is Stop & Shop which provided 50% of the total revenue in 2004 under a lease that expires June 30,2026.

                Cranston - Rhode Island

                        Operating Property.
                        Operating data - December 31
                        Company ownership - 25% investment at inception $700,000 and $1,375,000 at renegotiation of terms.

The property has two major tenants, Stop & Shop and Kmart.  Stop & Shop will account for approximately 33% of revenue and Kmart 29% under leases that expire October 30, 2021 and May 30, 2027, respectively.

Neither of the above entities use straight-line rentals for their financial statements.  The effect on revenue of these entities would be an increase of rentals as follows:

33

To be consistent with the Company accounting policies, management calculated the effect of straight-line rent and adjusted the above earnings of subsidiaries as follows:

Lubbock - - Texas

The Company owns a 1% general partner interest and a 1% limited partner interest.

11.          Fair Value of Financial Instruments:

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practical to estimate that value:

Cash and other current assets are carried in the accompanying balance sheet at cost, which is a reasonable estimate for their fair value.  Accounts payable, notes payable and accrued expenses are also carried at cost, which is a reasonable estimate of their fair value.

12.           Derivative Instruments:

As disclosed in Note 2, the mortgage payable to Citizen's Bank at April 30, 2004 and 2003 bears interest at LIBOR plus 1.75%.  To minimize the effect of changes in LIBOR, the Company entered into an interest rate swap contract under which it pays interest at a fixed 6.45%.  The cumulative gain of $134,991 in 2004 and loss of $314,050 in 2003 from changes in the swap contract's fair value that is included in other comprehensive income will be reclassified into income when interest is paid.

34

13.          Subsequent Events

1.)    As reported in a Form 8-K Filing dated May 26, 2004, a joint venture in which the Company has a 50% interest has been chosen to build and lease to the City of Cranston, Rhode Island a 60,000 s.f. police station.  The building will be owned by the joint venture and will be constructed by Brewery Parkade, Inc., a 100% owned subsidiary of the Company.  Details of the lease are currently being finalized.

14.          Investment in Marketable Securities/Comprehensive Income

                Marketable securities consist of the following:

                Available-For-Sale:                   

PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

(a)        Identification of Directors

The directors of the corporation, their ages and positions and the periods during which each has served as such are as follows:

There are no arrangements or understandings between any of the foregoing and any other person pursuant to which such person was or is to be selected director or officer.

(b)        Identification of Executive Officers

The names and ages of all executive officers of the corporation, their positions and the periods during which each has served as such are as follows:

There are no arrangements or understandings between any of the foregoing and any other person pursuant to which such person was or is to be selected director or officer.

35

(c)        Identification of Certain Significant Employees

            There are no significant employees not already mentioned above.

(d)        Family Relationships

            There are no family relationships among any directors or executive officers.

(e)        Business Experience

1.   The following is a brief description of the background of each director or executive officer.

Mr. Ellis has been President of the Company for more than five years.  He is also President and Director of Green Manor Corporation, a holding company, owned by him and his wife.

Mr. Greenwald has been Treasurer of the Company for more than five years and also holds the position of Secretary.

Mr. Harding has been the President of Richmond Realty, LLC ("Richmond") a Real Estate Management Company from January 1996 to January 2003.  Prior to that, he had worked for the Company in the area of finance for three years.  In the past, Richmond has managed certain properties of the Company, currently it only manages property of others.

2.   Directorships

No directors hold any other directorships, except directorships in subsidiaries of the Company and the aforementioned Green Manor Corporation and Richmond Realty, LLC.

(f)         Involvement in Certain Legal Proceedings

No director or executive officer has been involved in any of the following legal proceedings:

1.     Any criminal proceedings in the last five years.

2.     Orders, judgments or decrees of State or Federal authority barring, suspending or otherwise limiting any securities dealing or business practices or barring association with persons engaged in such activities.

3.     Any findings in a civil action or by the SEC that such person violated any Federal or State securities law.

36

ITEM 11.          EXECUTIVE COMPENSATION

There is set forth below information relating to all direct executive compensation paid by the Company during the year ended April 30, 2004 to each director and each executive officer of the Company whose aggregate remuneration totaled $60,000 and to all directors and officers of the Company as a group.

Name or Number of Persons                                                                        Other
In Group and Capacity                                          Salary                        Compensation (1)

(1)       To assist management of the Company in carrying out its responsibility and to improve job performance, the Company provides certain of its officers with automobiles.  The Company cannot specifically or precisely ascertain the amount of personal benefit, if any, derived by those officers from such automobiles.  However, after reasonable inquiry, the Company has concluded that the amount of any such personal benefit is immaterial and does not in any event exceed $10,000 as to all officers.  No provision has therefore been made for any such benefit.

(2)        The Company has a simple IRA plan in which it will match up to 3% of salary.  Mr. Greenwald and Mr. Harding participate in this program, Mr. Ellis does not.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)        Security Ownership of Certain Beneficial Owners

The following table sets forth information as of the date hereof with respect to all persons known to the Company to be beneficial owners of more than 5% of the Company's outstanding shares of common stock:

37

(1)   Includes 416,483 shares owned by a corporation, which is wholly owned by Mr. & Mrs. Ellis: 17,693 shares owned beneficially and of record by Mr. Ellis' wife; 53,412 shares held as Trustee for his daughters in which he disclaims beneficial ownership.  Excludes 14,250 shares held as Trustee for the Jonathan G. Ellis Leukemia Foundation (a charitable foundation).

(2)   Included in Mr. Richard Kaplan shares are 445,535 shares which both he and David Kaplan Shared Dispositive Power.

(3)   Included in Mr. Filippelli's shares are 84,326 of Shared Dispositive Power.

(b)                Security Ownership of Management

The following table sets forth information as of the date hereof with respect to all shares beneficially owned by all directors and directors and officers of the Company as a group:

(c)        Changes in Control

            The Company is aware of no arrangements, which may result at a subsequent date in change in control of the Company.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)        Transactions with Management and Others

Since the filing of the Petition for Reorganization in February of 1981, and due to the uncertainty surrounding the financial stability of the Company, lenders, required by the Company to finance the purchase and development of real estate, have required the personal guarantee of Neil H. Ellis, President and Director of the Company, on any loans that they make.  Regardless of the fact the Company no longer has a growing concern qualification by the accountants and the Company is financially stronger, lenders are eager to demand financial guarantees of executives whom they consider principals.  Mr. Ellis has been giving those guarantees and has accepted pledge of the stock of the borrower until the guarantee is removed.  The Company has also purchased from, or sold property to, performed services and borrowed money from companies owned by Mr. Ellis.

38

(b)       Certain Business Relationships
Refer to (a) above.

(c)        Indebtedness of Management
There is none.

(d)       Transactions with Promoters
There are none.

PART IV

ITEM 14.                CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  The Company has controls and procedures to ensure that information required to be disclosed by the Company in reports the Company files or submits pursuant to the Securities and Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.  The President and Treasurer each concluded that the Company's disclosure controls and procedures, as in effect on April 30, 2004 were effective, both in design and operation, for achieving the foregoing purpose.

Changes in Internal Control over Financial Reporting.  During the year ended on April 30, 2004, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably like to materially affect the Company's internal control over financial reporting.

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(b)        Reports on Form 8-K

A report on Form 8-K dated April 10, 2002 was filed by the Company reporting material judgments against the Company.  A report on Form 8-K dated January 23, 2004 reported a sale of a shopping center and a report on Form 8-K dated May 26, 2004 reported a new project in Cranston, Rhode Island.

(c)        Exhibits

            (3)       Article of Incorporation and by-laws.

Exhibit (3) to Form 10-K for the Fiscal Year ended April 30, 1984, Pages 1-18 of Exhibits Binders, incorporated by reference to Securities File Number 0-8862.

            (4)        Instruments defining the rights of security holders, including Indentures.
                         Not Applicable.

(5)        Voting Trust Agreement.

Not Applicable.

(6)       Material Contracts.

Not Applicable.

(7)       Statement regarding computation of per share earnings.

Not Applicable.

(8)       Statement regarding computation of ratios.

Not Applicable.

(9)       Annual Report to Security Holders, Form 10-Q or Quarterly Report

To Security Holders.

The annual report to security holders consists of this report (Form 10-K) and the President's letter attached as Exhibit 13.

40

(10)     Letter regarding change in accounting principle.

Not Applicable.

(11)     Previously Unfilled Documents.

Not Applicable.

(12)     Subsidiaries of the Registrant.

(13)     Published report regarding matters submitted to vote of Security Holders.

Not Applicable.

(14)     Consents of experts and counsel.

Consent of Kostin, Ruffkess & Company, LLC

(15)      Power of Attorney.

Not Applicable.

(16)     Additional Exhibits.

Not Applicable.

(17)     Information from Reports furnished to State Insurance Regulatory Authorities.

Not Applicable.

(d)                    Other Financial Statements-Non-consolidated subsidiaries

Cranston/BVT Associates Limited Partnership
Dover Parkade, LLC

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S I G N A T U R E S

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned,
Thereunto Duly Authorized. 

Dated: August 10, 2004

FIRST HARTFORD CORPORATION

By:                                          
      Neil H. Ellis
      President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. 

August 10, 2004                                                                                    
Neil H. Ellis     
Principal Executive Officer
President and Director

August 10, 2004                                                                                     
Stuart I. Greenwald
Principal Financial Officer
Principal Accounting Officer
Secretary, Treasurer and Director

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First Hartford Corporation and Subsidiaries
Schedule III
Real Estate and Accumulated Depreciation
April 30, 2004

43

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
APRIL 30, 2004

44