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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

(Mark One)
   X     

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2004                                                              

OR

______

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)   
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to _________________________________________
Commission file number __________________________________________________________

First Hartford Corporation and Subsidiaries
(Address of principal executive offices)
(Zip Codes)

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

  N/A   
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15 (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 ___
Amendment _____________________________________________________________________

Amended effective November 15, 2002; compliance and phase-in details in Release No. 33-8128
(¶ 86,724), 67 F.R. 58480
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):
Yes                  No   x  
End of Amendment _______________________________________________________________

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes   x             No ____

APPLICABLE ONLY TO CORPORATE ISSUERS:

            Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  3,089,648 shares of common stock as of October 31, 2004.

FIRST HARTFORD CORPORATION AND SUBSIDIARIES

INDEX

PART I.          FINANCIAL INFORMATION

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

ASSETS

The accompanying notes are an integral part of these consolidated financial statements

PART I - FINANCIAL INFORMATION
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

Liabilities and Shareholders Deficit

The accompanying notes are an integral part of these consolidated financial statements

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 31, 2004 AND 2003

The accompanying notes are an integral part of these consolidated financial statements

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 31, 2004 AND 2003
(continued)

The accompanying notes are an integral part of these consolidated financial statements

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 Note 1: Summary of Significant Account 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.

Construction Revenue

Since the Company is primarily involved in the 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 period in which the facts become known.  The Company provides for estimated losses on contracts in the period such losses become known.  There were no properties built for sale to third parties during the period covered by this report.

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 charges and other recoverable costs.  There are no contingent rents during the period covered by this report. 

The Company leases certain real estate to tenants 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.

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Off Balance Sheet Risk:

During the reporting period, 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 during the year and will usually exceed this $100,000 limit. Management regularly monitors the financial institution, together with its cash balances, and seeks to minimize this potential risk. 

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 seeks to minimize this potential risk. 

Investment In Affiliated Partnerships

In accordance with ARB51, investments in entities in which the Company owns less than a 20% interest are carried at cost.  Distributions incurred from those entities are included in income.  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.  Distributions received in excess of the Company's proportionate share of capital are applied as a reduction of the cost of the investment. 

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, the Company does not control the operating and financial policies of these partnerships and, therefore, are not consolidated in the financial statements.  These investments were recorded at cost and subsequently adjusted for gains, losses and distributions.  If the carrying value of the investment is less than zero, the amount is recorded in other liabilities.

Fair Value of Derivative Instruments

In the normal course of business, the Company is exposed to the effects 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 Consolidated Statement of Operations and Comprehensive Loss for all periods presented, and properties intended to be sold to be designated as "held for sale" on the Consolidated Balance Sheet.

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Marketable Securities

In accordance with SFAS 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 (loss).

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 common stock on the measurement date exceeds the exercise price of the employee stock award. 

Accounting Change

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

In the current year, in accordance with SFAS No. 13 "Accounting for Leases"; the Company recognized lease rental revenue on a straight-line basis over the terms of the respective leases.  For the quarter ended October 31, 2003 the financial statements have been restated to reflect an increase of $10,071 to rental earnings.

Note 2.  Employee Stock Option Plan:

On January 22, 2004, the shareholders approved a stock-option plan.  In February 2004, 250,000 options were granted to five employees, two of which are directors.  The options have a two-year vesting period which were granted at $1.10 per share, representing the highest bid price prior to the issuance of the options. The option gives the employee the right to sell the shares back to the Company for $2.40 at the end of the vesting period.  The Company expensed $40,625 related to the options for the quarter and $81,250 for the six months ended October 31, 2004.

Item 2.            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 this Report on Form 10-Q 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 how various factors including changes in general economic conditions, cost of materials, interest rates and availability of funds, and the nature of competition and relationships with key customers 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 Policies

The discussion and analysis of financial condition and results of operations is based upon the Consolidated Financial Statements contained in Item 1 in this Quarterly Report.  The Consolidated Financial Statements include the accounts of the Company and its controlled affiliates.  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 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.

The estimates used in the preparation of the Consolidated Financial Statements are described in Note 1 to the Consolidated Financial Statements for the periods ended October 31, 2004 and 2003.  Certain significant accounting policies are considered critical accounting policies 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.

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

Results of Operations

The current quarter resulted in a loss of $233,364 compared to income of $6,747 for the quarter ended October 31, 2003.  The quarter in 2003 was aided by non-recurring income of $133,146 and operations from a shopping center sold in February 2004 of $123,452.

Rental income has increased $776,548 and $1,493,514 for the three and six month periods ended October 31, 2004.  The increase in rental income is reflective of rents, real estate taxes, insurance and common area charges for Gibbs College and the West Springfield shopping center, neither of which had any revenue prior to October 31, 2003.  The West Springfield shopping center was fully occupied by October 31, 2004

Service income includes approximately $286,000 and $356,000 for the three and six months ended October 31, 2004.  The West Springfield shopping center was charged $70,000 for the three months and $185,000 for the six months ended October 31, 2004 and is completed.  The Bangor shopping center was started approximately August 1, 2004 and was charged $171,000 for the three months ended October 31, 2004.  Service income represent allocations of salary and associated costs representing an estimate of work for the Bangor and West Springfield projects.  These costs are in operating as well as general and administrative cost.

Due to a lawsuit filed by a dissident shareholder the Company has suffered legal costs of $59,000 and $109,000 for the three and six months ended October 31, 2004.

The current quarter and the quarter ended July 31, 2004 have each been charged $40,625 for expensing of employee stock options.

Capital Resources and Liquidity

As reported in Form 8-K filed on August 9, 2004, the Company has started construction of a new 233,000 s.f. shopping center in Bangor, Maine.  The construction loan of $19,350,000 is expected to close approximately December 17, 2004.  The Company has paid approximately $3,500,000 of cost on this project.  The Company has drawn down $700,000 of a $750,000 credit line to accomplish this but expects to pay it back from the first construction cost requisition.

 As reported in Form 8-K filed on October 12, 2004, the Company completed a refinancing of a mortgage for the West Springfield shopping center.  The Company paid $940,000 to cancel the original agreement with the Mortgagee.  This amount was added to the cost of the project.

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

The following schedule outlines our long-term obligations as of October 31, 2004.

(1)       Shopping center in Bangor, Maine to be built on property leased until January 31, 2104.  Only payments prior to February 1, 2006 are on this schedule.  Thereafter, the annual rent is $400,000 with a .075% increase every 5 years.

(2)       The entire amount of purchase obligations is for the Bangor project.

Although wary of rising interest rates, the possibilities of problems with major tenants, and major construction cost overruns, we feel our liquidity and capital resources are adequate to meet our needs.

Item 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

All 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 profitably 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 both geographically and in use and types of occupancy.

The Company's assets are concentrated mostly in the Northeast which creates a geographic diversification risk.  The Company presently has properties from Southern New Jersey and options for property as far north as Maine.

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

To the Company's knowledge, its real estate business is not dependent upon a single customer but there is a dependency on supermarkets for strip malls.  The Company has Stop & Shop, Price Rite and Big Y as such tenants.

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

Item 4.                CONTROLS AND PROCEDURES

Our management, including our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of October 31, 2004, pursuant to Exchange Act Rules 13(a)-15(e) and 15(d)-15(e).  Based upon that evaluation our chief executive officer and chief financial officer have concluded that as of such date, our disclosure controls and procedures in place are adequate to ensure material information and other information requiring disclosure is identified and communicated on a timely basis.  There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
OTHER INFORMATION

PART II          OTHER INFORMATION

Item 1.             LEGAL PROCEEDINGS

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 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 an 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.

Item 2.            CHANGES IN SECURITIES USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)                Not Applicable.

(b)                Not Applicable.

(c)                Not Applicable.

(d)                Not Applicable.

Item 3.            DEFAULTS UPON SENIOR SECURITIES

(a)                Not Applicable.

(b)                Not Applicable.  The Company has not declared any dividends.

Item 4.            SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

(a)                Not Applicable.

(b)                Not Applicable.

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
OTHER INFORMATION

Item 5.               OTHER INFORMATION

Item 6.               EXHIBITS AND REPORTS ON FORM 8-K

The annual meeting set for December 9, 2004 has been postponed due to the shareholder suit referred to in Item 1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST HARTFORD CORPORATION AND SUBSIDIARIES

/s/ Stuart Greenwald
Stuart Greenwald
Treasurer
Chief Financial
(Duly Authorized Officer, Principal
Financial and Accounting Officer)

Date:    December 15, 2004

PART II - OTHER INFORMATION

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST HARTFORD CORPORATION

/s/Stuart I. Greenwald
Stuart I. Greenwald
Treasurer
Chief Financial Officer
(Duly Authorized Officer, Principal
Financial and Accounting Officer)

Date: December 15, 2004