MONMOUTH CAPITAL CORP
8-K, 2000-03-13
REAL ESTATE
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             SECURITIES AND EXCHANGE COMMISSION


                   Washington, D.C.  20549


                          FORM 8-K


                       CURRENT REPORT



  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



     Date of Report (Date of earliest event reported)   March 1, 2000


                MONMOUTH CAPITAL CORPORATION
    (Exact name of registrant as specified in its charter)



           New Jersey                    0-24282             21-0740878
     (State or other jurisdiction     (Commission          (IRS Employer
     of incorporation)                File Number)   Identification Number)



       125 Wyckoff Road, Eatontown, NJ  07724
     (Address of principal executive offices)



     Registrant's telephone number, including area code (732) 542-4927




     (Former name or former address, if changed since last report.)


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<PAGE>

Item 2.  Acquisition or Disposition of Assets.

           On  March  1, 2000, Monmouth Capital  Corporation
(Registrant) sold its 38,989 square foot warehouse  facility
located at 2000 Highland Avenue, Bethlehem, Pennsylvania  to
Parec Lehigh Valley, I, L.P., an unrelated entity. The sales
price,   after   settlement   charges,   was   approximately
$1,200,000.

Item 5.  Other Events.

     Registrant  has   announced  that   it  will  exit  the
manufactured  home sales business.  This  business  has  not
proven  to be profitable.  As an interim measure, Registrant
will invest in securities of real estate investment trusts.

Item 7.  Financial Statements and Exhibits.

(b)  Pro forma financial information.

     Pursuant to Regulation S-X,  Article 11, Registrant  is
required  to  present pro forma financial information.   The
following pro forma financial information is not necessarily
indicative  of  the  results of  future  operations  or  the
results  of  historical  operations.   The  impact  of   the
disposal of the property to the financial statements of  the
Registrant is as follows:

     ADJUSTMENTS TO STATEMENT OF INCOME FOR THE YEAR ENDED
     MARCH 31, 1999

     Rental  Income  -  Decrease of  $155,000,  the  amount
     previously recorded.

     Other  Expenses  -  Decrease  of  $72,000,  the  amount
     previously recorded.

     Dividend  Income - Increase of $120,000 based upon  the
     $1,200,000  net  proceeds from  the  sale  invested  in
     securities available for sale with dividend  yields  of
     10%.

     Net   Income   - Increase of $37,000 (The  decrease  in
     Other  expenses  plus the increase in  dividend  income
     less the decrease in rental income).

     The  effect of cash  made available by  operations will
     be an increase of $62,000 (net income plus depreciation
     expense of $25,000).


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<PAGE>


     ADJUSTMENTS   TO  STATEMENT  OF  INCOME FOR  THE  NINE
     MONTHS ENDED DECEMBER 31, 1999

     Rental  Income  -  Decrease of  $132,000,  the  amount
     previously recorded.

     Other  Expenses  -  Decrease  of  $51,000,  the  amount
     previously recorded.

     Dividend  Income - Increase of $90,000 based  upon  the
     $1,200,000  net  proceeds from  the  sale  invested  in
     securities available for sale with dividend  yields  of
     10%.

     Net   Income   -  Increase of $9,000 (The  decrease  in
     Other  expenses  plus the increase in  dividend  income
     less the decrease in rental income).

     The effect of  cash  made available by  operations will
     be an increase of $25,000 (net income plus depreciation
     expense  of $19,000).

     ADJUSTMENTS TO THE BALANCE SHEET AT DECEMBER 31, 1999

     Securities Available for Sale - Increase of $1,200,000,
     the proceeds of the sale.

     Total Real Estate Investments - Decrease of $1,018,000,
     based on the net book value of the property sold.

     Other Liabilities - Decrease of $12,000, the amount  of
     security deposits for the property sold.

      Registrant  knows of no other financial statement item
which   would   be  materially  affected  by  the   acquired
property.


                             Page 3

<PAGE>

                         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 hereunto
duly authorized.


                                MONMOUTH CAPITAL CORPORATION



                                /s/Anna T. Chew
                                   ANNA T. CHEW
                                   Controller



     Date   March 13, 2000





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