SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 17
MONMOUTH CAPITAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
609524103
(CUSIP Number)
Eugene W. Landy, Esq.
Landy & Landy
125 Wyckoff Road
P.O. Box 335
Eatontown, New Jersey 07724
732-542-4555
(Name, address and telephone number
of Person Authorized to Receive Notices
and Communications)
January 27, 1998
(Date of Event Which Requires Filing
this Statement)
ANNUAL REPORT -- NO MATERIAL CHANGE
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which is
the subject of this statement, and is filing this statement
because of Rule 13d-1(b)(3) or (4), check the following:
[ ]
Check the following box if a fee is being paid
with this statement: [ ]
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1. Name of Reporting Person, S.S. or I.R.S. Identification
No. of Reporting Person:
Eugene W. Landy S.S. ####-##-####
2. Check appropriate box if member of a group:
a) [ X ]
b) [ ]
3. SEC Use Only
4. Source of Funds:
Eugene W. Landy used personal funds.
5. Check if Disclosure of Legal Proceedings is Required
pursuant to Items 2(d) or 2(e):
6. Citizen or Place of Organization: Citizen of U.S.A.
Number of Shares 7. Sole Voting Power 102,647.8422 shares
Beneficially Owned 8. Shared Voting Power 87,293.1964 shares
by Reporting Person 9. Sole Dispositive Power 102,647.8422 shares
10. Shared Dispositive Power 87,293.1964 shares
11. Aggregate Amount Beneficially Owned by Reporting
Person:
189,941.0386 shares
12. Check if the Aggregate Amount in Row (11) excludes
Certain Shares:
[ X ]
13. Percent of Class Represented by Amount in Row (11):
12.85%
14. Type of Reporting Person: Individual
<PAGE>
ITEM 1. SECURITY AND ISSUER
Common Stock issued by Monmouth Capital Corporation, 125 Wyckoff
Road, Eatontown, New Jersey 07724.
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this statement is Eugene W. Landy.
(b) Mr. Landy's business address is 125 Wyckoff Road, Eatontown, NJ
07724
(c) Mr. Landy's present principal occupation is an attorney with
the law firm of Landy & Landy; President of Monmouth Capital
Corporation; President of Monmouth Real Estate Investment
Corporation (formerly Monmouth Real Estate Investment Trust);
and Chairman of the Board of United Mobile Homes, Inc.
(d) Mr. Landy has not been convicted in a criminal proceeding
during the past five years.
(e) Mr. Landy, has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction that resulted in a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating
activities subject to federal orstate security laws or finding
any violations with respect to such laws.
(f) Mr. Landy is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Answers to this Item 3 for Mr. Landy are set forth above.
ITEM 4. PURPOSE OF TRANSACTION
Common Stock of Monmouth Capital Corporation was acquired for
investment purposes. The acquisition involves no change of
control of Monmouth Capital Corporation. Eugene W. Landy is
President, Director and a major shareholder. Therefore, Item 4
is somewhat inapplicable. Mr. Landy has no plans for the following:
(a) The acquisition by any person or additional securities of
the issuer, or the disposition of securities of the issuer;
except that purchases of Monmouth Capital Corporation common stock
in amounts up to 10,000 shares may be made from time to time in
the open market; and except that purchases of Monmouth Capital
<PAGE>
Corporation common stock may be made from time to time under the
Company's Dividend Reinvestment and Stock Purchase Plan without
limitation.
(b) the extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries; except the Board of Directors of Monmouth
Capital Corporation is considering the changes set forth in (f)
of this Item 4 below;
(c) a sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the issuer;
(f) any other material change in the issuer's business or
corporate structur, as set forth in the issuer's Form 10K and
annual report;
(g) changes in the issuer's charter, by-laws or instruments cor-
responding thereto or other actions which may impede the acquisition
or control of the issuer by any person;
(h) causing a class of securities of the issuerto be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national
securities association; or
(i) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on January 27, 1998, the
following table lists the aggregate number of shares and the
percentage of the shares of common stock owned:
<PAGE>
Aggregate Number Percentage of
Name of Shares Owned Shares Owned
Eugene W. Landy 95,684.7163
Gloria Landy 6,963.1259
Eugene W. Landy,
Profit Sharing 56,065.7132
Eugene W. Landy,
Pension Plan 31,227.4832
Total: 189,941.0386 shares* 12.85%
______________________________
*Excludes shares held by Mr. Landy's adult children in which he
disclaims any beneficial interest.
(b) The information required by this sub-paragraph is
contained in the responses to ITEMS 7-10 of the second part of
the cover page hereto, which items are hereby incorporated by
reference.
(c) The following transactions were effected by Mr. Landy with
respect to the Common Stock of Monmouth Capital Corporation during
the past 60 days:
Amt.of Character of Price Per
Name Date Shares Transaction Share
E.W.Landy 12/15/97 1,631.0655 Acquisition Pursuant $2.75
to the Company's
Dividend Reinvestment
and Stock Purchase Plan
Gloria Landy 12/15/97 124.3418 Acquisition Pursuant $2.75
to the Company's
Dividend Reinvestment
and Stock Purchase Plan
E.W. Landy
Profit Sharing 12/15/97 1,001.1709 Acquisition Pursuant $2.75
to the Company's
Dividend Reinvestment
and Stock Purchase Plan
<PAGE>
Amt. of Character of Price Per
Name Date Shares Transaction Share
E.W. Landy 12/15/97 557.6364 Acquisition Pursuant $2.75
Pension Plan to the Company's
Dividend Reinvestment
and Stock Purchase Plan
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings
or relationships (legal or otherwise) between the person named
in Item 2 hereof or between such person and any person with respect
to any securities of Monmouth Capital Corporation.
ITEM 7 . MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: January 27, 1998
/s/Eugene W. Landy