MONMOUTH REAL ESTATE INVESTMENT CORP
10-K, 1996-12-20
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549
                                    FORM 10-K
     (Mark One)
     [X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934 (Fee Required)
     For the fiscal year ended       September 30, 1996
                                        or
     [ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securi-
           ties Exchange Act of 1934 (No Fee Required)
     For the transition period from                    to

     Commission File Number      0-4258

               Monmouth Real Estate Investment Corporation
     (Exact name of registrant as specified in its charter)

               Delaware                                 22-1897375
     (State or other jurisdiction of              (I.R.S.Employer
      incorporation or organization)               Identification No.)

          125 Wyckoff Road, Eatontown, NJ            07724
     (Address of Principal Executive Offices)     (Zip Code)

     Registrant's telephone number, including area code: (908) 542-4927

     Securities registered pursuant to Section 12(b) of the Act:
     Title of each class_____ Name of each exchange on which registered____

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

                   Common Stock - Class A, $.01 par value
                       (Title of Class)

           Indicate  by check mark whether the registrant (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 (or  for  such
     shorter  period that the registrant was required to file such reports),
     and  (2)  has been subject to such filing requirements for the past  90
     days.         Yes   X          No

           Indicate  by check if disclosure of delinquent filers pursuant to
     Item  405  of Regulation S-K 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    X  .

           The aggregate market value of voting stock held by non-affiliates
     of  the Registrant was $20,260,031 (based on 3,241,605 shares of common
     stock at the closing price of $6.25 per share) on November 15, 1996.

           There  were  3,872,548 shares of common stock outstanding  as  of
     November 15, 1996.

     Documents   Incorporated  by  Reference:    Exhibits incorporated   by
     reference are listed in Part IV, Item (a) (3).

     <PAGE>

                                      PART I

     ITEM 1 - BUSINESS

           Monmouth  Real  Estate Investment Corporation (the Company) is  a
     corporation operating as a qualified real estate investment trust under
     Sections 856-858 of the Internal Revenue Code.

           Currently,  the  Company  derives its income primarily from  real
     estate  rental  operations.   The Company  has approximately  1,065,000
     square feet of property, of which approximately 282,000 square feet, or
     26%, is leased to the Keebler Company, and approximately 145,000 square
     feet,  or  14%,  is leased to the Amway Corporation.   During 1996  and
     1995, rental income and occupancy charges from properties leased to the
     Keebler Company and Amway Corporation approximated 53% and 57% of total
     rental and occupancy charges, respectively.

           The  Company  at September 30,  1996 had investments in  fourteen
     properties.   (See  Item 2 for detailed description of the properties.)
     These  properties are  located in New Jersey,  New York,  Pennsylvania,
     North Carolina,  Mississippi, Massachusetts, Kansas, Iowa, Missouri and
     Virginia.  All properties are managed by a management company.  Monsey,
     New  York and Monaca,  Pennsylvania are not net-leased.   The remaining
     twelve properties are all leased on a net basis.

           The  Company does not have an advisory contract.   Its properties
     are managed by the David Cronheim Management Company under a management
     contract  which  is  in  effect on a year to  year  basis.   The  David
     Cronheim  Management  Company received $17,825 in 1996  and $10,540  in
     1995  for  the management of various properties.   The  David  Cronheim
     Company  also  received $21,777 in commissions in 1996 and  $11,877  in
     1995.






















                                      Page 2


     <PAGE>

     ITEM 1 - BUSINESS (CONT'D)


           The  Company  competes  with other investors in real  estate  for
     attractive  investment  opportunities.   These investors include  other
     "equity"  real estate investment trusts, limited partnerships, syndica-
     tions and private investors, among others.

           The  Company has  a flexible investment policy concentrating  its
     investments  in  the  area of net-leased  industrial  properties.   The
     Company's  strategy  is to obtain a favorable yield spread between  the
     yield  from the net-leased industrial properties and mortgage  interest
     costs.    With  the  current  interest  rates,   this  is  increasingly
     difficult.   However,  the  Company  continues to  purchase  net-leased
     industrial  properties,  since  management  believes that  there  is  a
     potential  for  long-term  capital appreciation  through  investing  in
     well-located  industrial  properties.   There  is  the  risk  that,  on
     expiration  of  current  leases,  the properties can become  vacant  or
     re-leased  at  lower  rents.   The results obtained by the  Company  by
     re-leasing  the  properties  will depend on the market  for  industrial
     properties at that time. The Company will also invest in the securities
     of  other real estate investment trusts (REITs) and may,  from time  to
     time,  invest  in  mortgages.   In 1997,  the Company plans to  acquire
     $15,000,000  of  net-leased industrial properties.   The  Company  also
     plans to acquire up to $5,000,000 in the securities of other REITs.

     Under New Jersey Environmental Laws,  inspections of the properties are
     made  and  certificates  of compliance are obtained upon  the  sale  of
     property or upon a change of tenancy.  Therefore, there is no assurance
     that,   in   connection   with  compliance  with  state   environmental
     regulations,  substantial capital expenditures would not be incurred at
     the time the Company desired to sell its properties or at the time of a
     change   of  tenancy.    Management  is  not  aware  of  any   material
     environmental problems affecting the Company's properties.


     ITEM 2 - DETAILED DESCRIPTION OF PROPERTIES AND MORTGAGES


           The  Company  operates  as a real estate investment  trust.   Its
     portfolio  is  primarily in equity holdings,  some of which  have  been
     long-term  holdings carried on the financial statements of the  Company
     at  depreciated cost.   It is believed that their current market values
     exceed both the original cost and the depreciated cost.   The following
     are photographs of the Company's equity holdings at September 30, 1996,
     together with a brief description of each.  (See Item 14,  Schedule III
     for  additional information on Real Estate and Accumulated Depreciation
     and  Item  14,  Note 7 of the Notes to the Financial Statements  for  a
     discussion of encumbrances on these equity holdings).




                                      Page 3

     <PAGE>

     ITEM 2 - DETAILED DESCRIPTION OF PROPERTIES AND MORTGAGES (CONT'D)





                              PICTURE OF PROPERTY









                               SOMERSET, NEW JERSEY

           The  Company  owns a two-thirds interest in  this  Somerset,  New
     Jersey,  shopping center.  The remaining one-third interest is owned by
     D & E Realty, an unrelated entity.  All assets, liabilities, income and
     expense  are allocated to the owners based upon their respective owner-
     ship  percentages.  The  total rentable space in this  shopping  center
     excluding   the  Taco  Bell,   Inc.   property  mentioned   below,   is
     approximately  42,800  square feet.  This shopping center was 100%  oc-
     cupied at September 30, 1996. Effective October 1, 1995, the main store
     was  leased  on a net-net basis.  This lease expires on  September  30,
     2000.   The  Company's  portion  of the annual rental  income  on  this
     facility  is approximately $286,000.  In addition 21,365 square feet of
     land was leased to Taco Bell,  Inc. on which a free-standing restaurant
     was completed during 1993.




                              PICTURE OF PROPERTY










                                RAMSEY, NEW JERSEY

           Ramsey Industrial Park,  located on E. Crescent Avenue in Ramsey,
     New Jersey is a 42,719 square foot building  leased on a  net-net basis
     to Bogen Photo, Inc.  This lease was extended by agreement to 2001. The
     current annual rental income is approximately $224,000.

                                      Page 4

     <PAGE>

     ITEM 2 - DETAILED DESCRIPTION OF PROPERTIES AND MORTGAGES (CONT'D)






                              PICTURE OF PROPERTY








                                 MONSEY, NEW YORK

           This  steel and block building,  located at 40 Robert Pitt Drive,
     Monsey,  New York, was purchased by the Company on September 30,  1980,
     for  $1,025,000.   The 55,000 square foot building includes four  ware-
     houses  of  about  11,000 square feet each and 10,000  square  feet  of
     offices   in   the  front.    The  current  annual  rental  income   is
     approximately  $304,000.   At September 30, 1996, this property was 93%
     occupied.







                              PICTURE OF PROPERTY











                               MONACA, PENNSYLVANIA

           The Moor Industrial Park is located in Monaca,  Pennsylvania.  It
     consists of approximately 292,000  feet of rentable space located on 23
     acres.  The  leases  are all short term at relatively  low  rents.  The
     current  annual rental income is approximately $374,000.   At September
     30, 1996, this property was 64% occupied.  This property has 1,200 feet
     of undeveloped river frontage.


                                   Page 5

     <PAGE>
     ITEM 2 - DETAILED DESCRIPTION OF PROPERTIES (CONT'D)









                              PICTURE OF PROPERTY







                               ORANGEBURG, NEW YORK


           This  50,400 square foot warehouse facility,  located in  Orange-
     burg, New York, was purchased by the Company on November 25, 1992 for a
     purchase price of $3,650,000.  This warehouse facility is leased to the
     Keebler  Company on a net-net basis.   The average annual rental income
     over  the  term  of the lease is  approximately  $433,000.   The  lease
     expires on November 30, 2000.








                              PICTURE OF PROPERTY









                           SOUTH BRUNSWICK, NEW JERSEY

           This  144,520 square foot building,  located in South Brunwswick,
     New  Jersey,  was  purchased from Equitable Life Assurance Society  for
     $5,100,000 on March 30, 1993.  It is occupied by Amway Corporation as a
     distribution  center on a 5-year lease which has been extended to June,
     1997.    Average   annual  income  over  the  term  of  the  lease   is
     approximately $595,000.


                                      Page 6

     <PAGE>
     ITEM 2 - DETAILED DESCRIPTION OF PROPERTIES AND MORTGAGES (CONT'D)










                              PICTURE OF PROPERTY









                            GREENSBORO, NORTH CAROLINA

           This  40,560  square foot distribution center is the second  such
     facility  leased to the Keebler Company.   It is located in Greensboro,
     North  Carolina,  and was purchased on April 15,  1993 for  $2,165,000.
     This net-net lease expires February 14,  2003.  Annual rental income is
     approximately $233,000.








                              PICTURE OF PROPERTY







                               JACKSON, MISSISSIPPI

           This  26,340 square foot warehouse facility,  located in Jackson,
     Mississippi  was  purchased  July  30,  1993 for  a purchase  price  of
     $1,435,000.   This  is the third in a series of warehouses occupied  by
     the  Keebler  Company on a net-net lease.   The average  annual  rental
     income  over  the term of the lease is  approximately  $169,000.   This
     lease   expires  September  30,   2003.   This  facility  is  currently
     unoccupied.  The Keebler Company has secured a tenant to sub-lease this
     facility.


                                      Page 7

     <PAGE>
     ITEM 2 - DETAILED DESCRIPTION OF PROPERTIES AND MORTGAGES (CONT'D)






                              PICTURE OF PROPERTY










                             FRANKLIN, MASSACHUSETTS


           This 84,376 square foot warehouse facility,  located in Franklin,
     Massachusetts was purchased on October 20, 1993 for a purchase price of
     $4,700,000.   This is the fourth of the acquisitions of Keebler Company
     net-leased warehouses.   The average annual rental income over the term
     of the lease is approximately $516,000.   This lease expires on January
     31, 2004.








                              PICTURE OF PROPERTY









                                 WICHITA, KANSAS


           This 44,136 square foot warehouse facility in Wichita, Kansas was
     purchased  on  February 17,  1994 for a purchase price  of  $1,765,000.
     This  is  the fifth of the acquisitions of Keebler  Company  net-leased
     warehouses.   The  average  annual rental income over the term  of  the
     lease is approximately $195,000.  This lease expires May 30, 2005.


                                     Page 8

     <PAGE>
     ITEM 2 - DETAILED DESCRIPTION OF PROPERTIES AND MORTGAGES (CONT'D)









                              PICTURE OF PROPERTY








                                 URBANDALE, IOWA


           This 36,150 square foot warehouse facility in Urbandale, Iowa was
     purchased on March 31,  1994 for the purchase price of $2,055,000. This
     is  the  sixth  of  the  acquisitions  of  Keebler  Company  net-leased
     warehouses. The average annual rental income over the term of the lease
     is  approximately $225,000.   This lease expires June  30,  2000.   The
     Keebler Company has sub-leased this facility.









                              PICTURE OF PROPERTY








                              RICHLAND, MISSISSIPPI


           This 36,000 square foot warehouse facility was purchased on March
     31,  1994 for the purchase price of $1,400,000.   This facility is 100%
     net-leased  to  the  Federal Express Corporation for an  annual  rental
     income  of  approximately $140,000 over the term of  the  lease.   This
     lease expires on March 31, 2004.
                                      Page 9

     <PAGE>
     ITEM 2 - DETAILED DESCRIPTION OF PROPERTIES AND MORTGAGES (CONT'D)











                              PICTURE OF PROPERTY






                                  O'FALLON, MISSOURI

           On October 13,  1994, the Company purchased a 102,135 square foot
     warehouse facility in O'Fallon,  Missouri.   This warehouse facility is
     100%  net-leased  to  PPG Industries,  Inc.   The  purchase  price  was
     $3,525,000. The average annual rental income over the term of the lease
     is approximately $353,000.  This lease expires June 30, 2001.








                             PICTURE OF PROPERTY









                            VIRGINIA BEACH, VIRGINIA

              On  May 10,  1996,  the Company purchased a 67,926 square foot
     warehouse  facility  in  Virginia  Beach,  Virginia  for  approximately
     $2,500,000.  This warehouse facility is 100% net-leased to the Raytheon
     Service  Company.   The  annual  rental income  will  be  approximately
     $307,000.  This lease expires February 28, 2001.




                                   Page 10

     <PAGE>

   ITEM 3 - LEGAL PROCEEDINGS

           None

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

           No  matters were submitted during the fourth quarter of 1996 to a
   vote   of  security  holders  through  the  solicitation  of  proxies  or
   otherwise.

                                    PART II


   ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                                    MATTERS

           The  shares  of Class A common stock of Monmouth Real Estate  In-
   vestment Corporation are traded on the National Association of Securities
   Dealers  Automated Quotation (NASDAQ symbol MNRTA).   The per share range
   of  high  and  low market prices and distributions paid  to  shareholders
   during each quarter of the last two years were as follows:

                   1996                                 1995
               Market Price                         Market Price
   Fiscal Qtr.  High   Low   Distrib.   Fiscal Qtr.  High   Low  Distrib.
     First       6    5-1/8  $.125        First     6-1/8    5     $.125
     Second    6-1/4  5-1/4   .125        Second    5-3/4    5      .125
     Third     6-3/8  5-9/16  .125        Third       6    5-1/4    .125
     Fourth      6    5-3/8   .125        Fourth    5-3/4  4-7/8    .125
                              ____                                  ____   
                              $.50                                  $.50
                              ====                                  ====

           The  over-the-counter market quotations reflect the  inter-dealer
   prices,  without  retail mark-up,  mark-down or commission,  and may  not
   necessarily represent actual transactions.

           On September 30, 1996, the closing price was 5-5/8.

           As of September 30, 1996, there were approximately 925 sharehold-
   ers of record with shares of Class A common stock of the Company.

           It  is the Company's intention to continue distributing quarterly
   dividends.  On  September 25,  1996,  the Company declared a dividend  of
   $.125 to be paid on December 16,  1996 to shareholders of record November
   15, 1996.





                                     Page 11

   <PAGE>
   <TABLE>
   <CAPTION>
   ITEM 6 - SELECTED FINANCIAL DATA

                                   September 30,
                      1996       1995       1994        1993        1992
   <S>           <C>         <C>         <C>         <C>        <C>
   INCOME STATEMENT DATA:

   Total Income  $ 4,607,434 $ 4,240,859 $ 3,870,841 $3,398,116 $ 2,737,876
   Total Expenses  3,233,584   3,293,692   2,856,210  2,134,666   1,598,339
   Gains on Sales
     of Assets-
     Investment
     Property         22,249      38,766     392,416     16,551      46,349
   Net Income      1,396,099     985,933   1,407,047  1,280,001   1,185,886
   Net Income
     Per Share           .39         .31         .49        .51         .51

   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   BALANCE SHEET DATA:

   Total Assets  $32,538,076 $30,289,860 $29,234,128 $22,550,291 $16,505,882
   Long-Term
     Obligations  14,197,529  14,522,503  13,681,614   7,708,382   5,833,656
   Shareholders'
     Equity       16,109,382  14,247,867  13,157,339  10,835,102   9,146,452

   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   OTHER INFORMATION:

   Average Number
     of Shares
     Outstanding   3,584,364   3,212,064   2,878,951   2,536,034   2,304,506

   Funds from
     Operations*  $2,159,146  $1,730,871  $1,640,707  $1,632,022  $1,319,079

   Funds from
     Operations*
     Per Share           .60         .54         .57         .64         .57

   Cash Dividends
     Per Share          0.50        0.50        0.50        0.50        0.50



   *Defined as net income, excluding gains (or losses) from sales of assets,
   plus depreciation.

   </TABLE>




                                   Page 12

     <PAGE>
     <TABLE>
     <CAPTION>
     ITEM 6 - SELECTED FINANCIAL DATA (CONT'D)

                        SUMMARY OF OPERATIONS BY PROPERTY
                        FOR THE YEARS ENDED SEPTEMBER 30,



                                         1996         1995        1994

           Net Rental Income
     <S>                            <C>          <C>          <C>
     Somerset, New Jersey           $  226,065   $   58,814   $  231,751
     Morris Plains, New Jersey*            -0-          -0-       31,926
     Ramsey, New Jersey                177,242      180,301      176,150
     Monaca, Pennsylvania              145,356      142,576      184,907
     Monsey, New York                  201,997      237,034      166,558
     Orangeburg, New York              176,241      155,360      102,753
     South Brunswick, New Jersey       280,857      157,965       79,391
     Greensboro, North Carolina         30,621       28,994       27,133
     Jackson, Mississippi               67,227       61,474       53,956
     Franklin, Massachusetts           224,684      206,608      166,112
     Wichita, Kansas                    24,052       21,936       17,205
     Urbandale, Iowa                    92,834       83,855       39,478
     Richland, Mississippi              44,260       38,843          289
     O'Fallon, Missouri                 63,508       84,769          -0-
     Virginia Beach, Virginia           27,854          -0-          -0-
                                    __________   __________   __________

           Net Rental Income         1,782,798    1,458,529    1,377,609

     Net Interest and Other Income     125,812       59,757      118,208
                                    __________   __________   __________

           TOTAL                     1,908,610    1,518,286    1,495,817

     Genl. & Administrative Expenses  (534,760)    (571,119)    (481,186)
                                    __________   __________   __________

           Income Before Gains       1,373,850      947,167    1,014,631

     Gain on Sale of Assets-
       Investment Property              22,249       38,766      392,416
                                    __________   __________   __________

           NET INCOME               $1,396,099   $  985,933   $1,407,047
                                    ==========   ==========   ==========



     * This property was sold during fiscal 1994.

     </TABLE>

                                     Page 13

     <PAGE>
     ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

                         Liquidity and Capital Resources

           Monmouth  Real  Estate Investment Corporation (the  Company)  op-
     erates as a  real estate investment trust deriving its income primarily
     from real estate rental operations.  At September 30, 1996, the Company
     increased   shareholders'   equity   to  $16,109,382  as  compared   to
     $14,247,867 in 1995. The Company's net income was $1,396,099 in 1996 as
     compared to $985,933 in 1995 and $1,407,047 in 1994.

           The Company finances its purchases primarily through mortgages on
     its  acquisitions.   The  Company has a $1,000,000 line of  credit  for
     acquisition purposes.   On October 4, 1996,  the Company entered into a
     $5,000,000 term loan which may be used for working capital purposes and
     which bears interest at 1/2% above prime rate.   Principal and Interest
     payments are due quarterly.  This loan matures October 4, 2001.

           The Company's ability to generate cash adequate to meet its needs
     is dependent primarily on income from its real estate investments,  the
     sale  of real estate investments,  collection of mortgages  receivable,
     refinancing  of mortgage debt,  leveraging of real estate  investments,
     availability  of bank borrowings,  proceeds from the Dividend Reinvest-
     ment  and  Stock  Purchase Plan,  and access to  the  capital  markets.
     Purchases  of  new  properties,  payments of expenses related  to  real
     estate  operations,   capital  improvements  programs,   debt  service,
     management  and professional fees,  and dividend requirements place de-
     mands on the Company's liquidity.

           The  Company intends to operate its existing properties from  the
     cash  flow generated by the properties.   However,   the Company's  ex-
     penses are affected by various factors, including inflation.  Increases
     in operating expenses raise the breakeven point for a property and,  to
     the  extent that they cannot be passed on through higher rents,  reduce
     the amount of available cash flow which can adversely affect the market
     value of the property.

           The  Company's focus is on equity investments.   During the  past
     four  years,  the Company purchased ten net-leased warehouse facilities
     at  an  aggregate  cost  of  approximately  $28,500,000.   The  Company
     incurred a total of approximately $20,000,000 in debt relating to these
     purchases.

           The  Company  expects to make additional real estate  investments
     from  time to time.   The funds for such investments may come from bank
     borrowings,  proceeds  received but not distributed on property  sales,
     refinancing  of  existing  properties,  and proceeds  of  the  Dividend
     Reinvestment and Stock Purchase Plan.






                                      Page 14

     <PAGE>
     ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (CONT'D)


           Funds  generated are expected to be sufficient to meet debt  ser-
     vice requirements and capital expenditures of the Company.

           Cash  provided from operations amounted to $2,183,561 in 1996  as
     compared to $2,267,039 in 1995 and $1,256,811 in 1994.

           At  September  30,  1996,  the Company  had total liabilities  of
     $16,428,694 and total assets of $32,538,076.   Accordingly, the Company
     believes  that  it  has  the ability to meet  its  obligations  and  to
     generate funds for new investments.

           The  Company has a Dividend Reinvestment and Stock Purchase Plan.
     During  1996,  a total of $2,292,469 in additional capital was  raised.
     The  success  of the Plan resulted in a substantial improvement in  the
     Company's  liquidity and capital resources in 1996.  It is  anticipated
     that  a comparable level of participation will continue in the Plan  in
     fiscal  1997.   Therefore,  the Company anticipates that the Plan  will
     result in further increased liquidity and capital resources in 1997.


                              Results of Operations

           The  Company's activities primarily generate rental  income.  Net
     income  for the fiscal year ended September 30,  1996 was $1,396,099 as
     compared to $985,933 in 1995 and $1,407,047 in 1994.  Net rental income
     for the fiscal year ended September 30, 1996 was $1,782,798 as compared
     to  $1,458,529  in  1995 and $1,377,609 in 1994.  The  following  is  a
     discussion of the results of operations by location.

           Somerset, New Jersey
           During 1996, net rental income increased primarily as a re-
           sult  of the main store being fully occupied.  During 1995,
           net  rental income decreased due to a decrease in occupancy
           in the main store.

           Morris Plains, New Jersey
           Net  rental income in 1996 and 1995 was -0- as the property
           was sold on March 28, 1994, resulting in a realized gain of
           $374,000.









                                     Page 15

     <PAGE>
     ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (CONT'D)

           Ramsey, New Jersey
           Net  rental income remained relatively  stable for 1996 and
           1995.

           Monaca, Pennsylvania
           Net rental income remained relatively stable in 1996.   The
           decrease  in net rental income during 1995 is the result of
           decreased occupancy due to the loss of one tenant.

           Monsey, New York
           Net  rental  income remained relatively stable for 1996  as
           compared  to  1995.   Net rental income  increased  $70,000
           during 1995 as a result of increased occupancy and rates.

           Orangeburg, New York
           This  warehouse facility was acquired during 1993.   It  is
           net-leased  to the Keebler Corporation (Keebler).   Average
           monthly  rental  income  over  the term  of  the  lease  is
           $36,094.  Net  rental income remained relatively stable  in
           1996.   Net  rental  income  increased in 1995 due  to  the
           inclusion of amortization of loan costs on a loan which was
           refinanced that year.

           South Brunswick, New Jersey
           This  warehouse facility was acquired during 1993.   It  is
           net-leased  to  the  Amway  Corporation.   Average  monthly
           rental  income over the term of the lease is  $49,555.  Net
           rental   income  increased  $123,000  during  1996.    This
           increase was a result of a decrease in interest expense due
           to   principal  repayments.   Net  rental  income  remained
           relatively stable in 1995.

           Greensboro, North Carolina
           This  warehouse facility was acquired during 1993.   It  is
           net-leased to Keebler.   Average monthly rental income over
           the term of the lease is $19,435.  Net rental income during
           1996 and 1995 remained relatively stable.

           Jackson, Mississippi
           This  warehouse facility was acquired during 1993.   It  is
           net-leased to Keebler.   Average monthly rental income over
           the term of the lease is $14,073.  Net rental income during
           1996 and 1995 remained relatively stable.





                                  Page 16

           <PAGE>

     ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (CONT'D)

           Franklin, Massachusetts
           This warehouse facility was acquired during 1994. It is net-
           leased to Keebler.  Average monthly rental income   over the
           term of the lease is $43,027.  Net rental income    remained
           relatively stable during 1996.  Net rental income  increased
           during 1995, since 1995 represented a full year's income.

           Wichita, Kansas
           This warehouse facility was acquired during 1994. It is net-
           leased to Keebler.  Average monthly rental income   over the
           term of the lease is $16,242.   Net rental income   remained
           relatively stable during 1996.  Net rental income  increased
           during 1995, since 1995 represented a full year's income.

           Urbandale, Iowa
           This warehouse facility was acquired during 1994. It is net-
           leased to Keebler.  Average monthly rental income   over the
           term of the lease is $18,780.   Net rental income   remained
           relatively stable during 1996.  Net rental income  increased
           during 1995, since 1995 represented a full year's income.

           Richland, Mississippi
           This warehouse facility was acquired during 1994. It is net-
           leased to the Federal Express Corporation.   Average monthly
           rental income over the term of the lease is    $11,700.  Net
           rental income remained relatively stable during   1996.  Net
           rental income increased during 1995, since 1995  represented
           a full year's income.

           O'Fallon, Missouri
           This warehouse facility was acquired during 1995.  It is net-
           leased to PPG Industries, Inc.  Average monthly rental income
           over  the  term  of the lease is  $29,376.  Net rental income
           decreased   during  1996 due to an increase in   depreciation
           expense over 1995's half year convention.

           Virginia Beach, Virginia
           This warehouse facility was acquired during 1996.  It is net-
           leased to Raytheon Service Company.  Average   monthly rental
           income over the term of the lease is $25,555.

           The  Company  also  generated  income  from  its  investments  in
     securities available for sale and mortgages receivable. The increase in
     1996  was primarily due to a gain of $66,933 on the sale of  securities
     available for sale.  The decrease in 1995 was primarily the result of a
     decrease  in mortgages receivable.  During 1994,  the Company no longer
     made  mortgage loans.  The Company shifted from mortgage investments to
     equity investments.

                                  Page 17

     <PAGE>
     ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (CONT'D)


           General and administrative expenses remained relatively stable in
     1996.   General  and  administrative  expenses  increased  during  1995
     primarily as a result of increased professional fees.

     The  Company  recognized  a  deferred gain  from  the  Howell  Township
     installment  sale  of approximately $22,000,  $39,000 and  $18,000  for
     1996,  1995 and 1994, respectively.  In addition,  the Company sold the
     Morris  Plains,  NJ  property during 1994 for a gain  of  approximately
     $374,000.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The financial statements and supplementary data listed in  Part  VI, 
     Item 14  are incorporated herein by reference and filed as part of this 
     report.

        The following is the Unaudited Selected Quarterly Financial Data:


               SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                            THREE MONTHS ENDED
- --------------------------------------------------------------------------
FISCAL 1996               12/31/95      3/31/96      6/30/96      9/30/96
- --------------------------------------------------------------------------
<S>                     <C>           <C>          <C>          <C>
Total Income            $1,131,759    $1,129,264   $1,148,182   $1,198,229
Total Expenses             780,174       864,534      816,225      772,651
Gains on Sales of
 Assets- Investment
 Property                    6,000         6,000        6,000        4,249
Net Income                 357,585       270,730      337,957      429,827
Net Income per Share           .10           .08          .09          .12

</TABLE>
<TABLE>
<CAPTION>
                            THREE MONTHS ENDED
- --------------------------------------------------------------------------
FISCAL 1995               12/31/94      3/31/95      6/30/95      9/30/95
- --------------------------------------------------------------------------
<S>                     <C>           <C>          <C>          <C>
Total Income            $1,098,630    $1,044,997   $1,039,937   $1,057,295
Total Expenses             784,849       796,097      846,773      865,973
Gains on Sales of
 Assets-Investment
 Property                    4,800         4,800        4,800       24,366
Net Income                 318,581       253,700      197,964      215,688
Net Income per Share           .10           .08          .06          .07

</TABLE>
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         DISCLOSURE

        None
                                 Page 18

<PAGE>
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                         Principal Occupation   Director  Shares     Percent
  Name Age and Title        Past Five Years       Since   Owned (1) of Stock

Ernest V. Bencivenga Financial Consultant;         1968   7,822        0.21%
(78)                 Treasurer and Director (1961
Treasurer and        to present) and Secretary (1967
Director             to present) of Monmouth Capital
                     Corporation; Director (1969
                     to present) and Secretary/
                     Treasurer (1984 to present) of
                     United Mobile Homes, Inc.

Anna T. Chew         Certified Public Accountant;  1993   5,985 (2)    0.16%
(38)                 Controller (1991 to present)
Controller and       and Director (1994 to present)
Director             of Monmouth Capital Corporation;
                     Vice President (1995 to present),
                     Director (1994 to present),and
                     Chief Financial Officer (1991 to
                     1995) of United Mobile Homes, Inc.
                     Senior Manager (1987 to 1991)
                     of KPMG Peat Marwick.

Daniel D. Cronheim   Attorney at Law, Daniel D.    1989  15,645        0.41%
(42)                 Cronheim, Esq. (1982 to
Director             present); Executive Vice
                     President (1989 to present) and
                     General Counsel (1983 to present)
                     of David Cronheim Company.

Boniface DeBlasio    Chairman of the Board         1968  10,788        0.28%
(75)                 (1968 to present) and
Director             Director (1961 to present) of
                     Monmouth Capital Corporation.

Ara K. Hovnanian     President (1988 to present)   1989      41         --
(37)                 and Director (1981 to
Director             present) of Hovnanian
                     Enterprises, Inc., a publicly-
                     owned company specializing
                     in the construction of housing.

Charles P. Kaempffer Investor; Director (1970      1974  35,909 (3)     .95%
(59)                 to present) of Monmouth
Director             Capital Corporation; Director
                     (1969 to present) of United
                     Mobile Homes, Inc.






                                    Page 19


<PAGE>

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(CONT'D)

                         Principal Occupation   Director   Shares     Percent
  Name Age and Title        Past Five Years       Since    Owned (1) of Stock

Eugene W. Landy      Attorney at Law, Landy and    1968  351,495 (4)    9.25%
(63)                 Landy; President and
President, CEO       Director (1961 to present) of
and Director         Monmouth Capital Corporation;
                     Chairman of the Board (1995
                     to present), Director (1969
                     to present) and President
                     (1969 to 1995) of United Mobile
                     Homes, Inc.

Samuel A. Landy      Attorney at Law (1987 to      1989  104,538 (5)    2.75%
(35)                 present) of Landy and Landy;
Director             President (1995 to
                     present), Director (1991 to
                     present), and Vice President
                     (1991 to 1995) of United
                     Mobile Homes, Inc.;Director
                     (1994 to present) of Monmouth
                     Capital Corporation.

W. Dunham Morey      Certified Public Accountant,  1968   45,946 (6)    1.21%
(74)                 W. Dunham Morey, CPA;
Director             Director (1961 to present) of
                     Monmouth Capital Corporation.

Robert G. Sampson    Investor; Director (1963 to   1968   67,774 (7)    1.78%
(71)                 present) of Monmouth Capital
Director             Corporation; Director (1969 to
                     present) of United Mobile
                     Homes, Inc.; Director (1972 to
                     1993) of United Jersey Bank,
                     N.A. (formerly Franklin
                     State Bank); General Partner (1983
                     to present) of Sampco, Ltd., an
                     investment group.














                                    Page 20

     <PAGE>

     ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONT'D)


     (1)   Beneficial ownership,  as defined herein, includes Class A Common
           Stock as to which a person has or shares voting and/or investment
           power.

     (2)   Held jointly with Ms.  Chew's husband; includes 1,019 shares held
           in Ms. Chew's 401(k) Plan.

     (3)   Includes (a) 13,540 shares owned by Mr. Kaempffer's wife; and (b)
           1,080 shares in joint name with Mrs. Kaempffer.

     (4)   Includes (a) 62,659 shares owned by Mr. Landy's wife; (b) 151,908
           shares held in the Landy & Landy, P.C. Profit  Sharing  Plan,  of
           which Mr.  Landy is a Trustee with power to vote; and (c) 116,594
           shares held in the Landy & Landy, P.C.  Pension  Plan,  of  which
           Mr.  Landy  is  a Trustee with power to vote.   Excludes   34,875
           shares held by Mr. Landy's adult children, in  which he disclaims
           any beneficial interest.

     (5)   Includes  (a)  2,708 shares owned by Mr.  Landy's wife,  and  (b)
           19,812  shares held in custodial accounts for Mr.  Landy's  minor
           children  under the Uniform Gift to Minors'  Act in which he dis-
           claims  any beneficial interest,  but has power to vote,  and (c)
           5,535 shares held in Mr. Landy's 401(k) Plan.

     (6)   Includes 10,638 shares owned by Mr. Morey's wife.

     (7)   Includes 40,020 shares owned by the estate of Mr.  Sampson's wife
           and 6,000 shares held by Sampco,  Ltd.  in which he has a benefi-
           cial interest.

           The Directors as a class own 645,943 shares,  which is 17% of the
     outstanding shares.



















                                     Page 21

     <PAGE>

     ITEM 11 - EXECUTIVE COMPENSATION

     Summary Compensation Table

           The  following Summary Compensation Table shows compensation paid
     or  accrued by the Company for services rendered during 1996,  1995 and
     1994  to  the Chief Executive Officer.   There were no other  executive
     officers whose aggregate cash compensation exceeded $100,000:

                                              Annual Compensation
     Name and Principal Position       Year    Salary    Bonus    Other

     Eugene W. Landy                   1996     None     None   $173,203(1)
     Chief Executive Officer           1995     None     None   $162,445
                                       1994     None     None   $142,130

     (1) Represents Director's fees of $3,200 paid to Mr. Landy,  management
     fees  of  $107,503,  legal fees of $3,500 paid to the firm of  Landy  &
     Landy  and $59,000 accrual for pension and other benefits in accordance
     with Mr. Landy's employment contract.

     Employment Agreement

           On December 9, 1994, the Company and Eugene W. Landy entered into
     an  Employment Agreement under which Mr.  Landy receives an annual base
     compensation  (management  fee) of $100,000 plus bonuses and  customary
     fringe  benefits,  including health insurance and five weeks  vacation.
     In  lieu  of  annual  increases in base  compensation,  there  will  be
     additional  bonuses  voted by the Board of Directors.   The  Employment
     Agreement  is terminable by either party at any time subject to certain
     notice requirements.

           On severance of employment for any reason, Mr. Landy will receive
     severance of $300,000 payable $100,000 on severance and $100,000 on the
     first and second anniversaries of severance.

           In  the  event  of disability,  Mr.  Landy's compensation  shall
     continue for a period of three years, payable monthly.

           On  retirement,  Mr.  Landy shall receive a pension of $40,000  a
     year for ten years, payable in monthly installments.

           In the event of death,  Mr.  Landy's designated beneficiary shall
     receive $300,000,  $150,000 thirty days after death and the balance one
     year after death.

           The   Employment   Agreement   terminates  December   31,   1999.
     Thereafter, the term of the Employment Agreement shall be automatically
     renewed and extended for successive one-year periods.






                                    Page 22

     <PAGE>

     ITEM 11 - EXECUTIVE COMPENSATION (CONT'D)

     Other Information

           The  Directors  received a  fee of $800 for  each Board   Meeting
     attended.

           Except  for  specific agreements,  the Company has no  retirement
     plan  in effect for Officers,  Directors or employees and,  at present,
     has no intention of instituting such a plan.

           Cronheim  Management Company received the sum of $17,825 in  1996
     for  management fees.  David Cronheim Company received $21,777 in  1996
     for  commissions.   These  totals are based on amounts paid or  accrued
     during  the fiscal year.   Management believes that the aforesaid  fees
     are  no  more than what the Company would pay for  comparable  services
     elsewhere.

     Report of Board of Directors on Executive Compensation

           Overview and Philosophy

           The  Company  has  a  Compensation  Committee consisting  of  two
     independent  outside  Directors.   This   Committee is responsible  for
     making   recommendations   to   the  Board   of  Directors   concerning
     compensation.   The   Compensation  Committee takes into  consideration
     three major factors in setting compensation.

           The  first  consideration  is  the  overall  performance  of  the
     Company.   The  Board  believes  that the financial  interests  of  the
     executive  officers  should be aligned with the success of the  Company
     and  the financial interests of its shareholders.   Increases in  funds
     from operations, the enhancement of the Company's equity portfolio, and
     the  success  of the Dividend Reinvestment and Stock Purchase Plan  all
     contribute   to   increases  in  stock   prices,   thereby   maximizing
     shareholders' return.

           The  second consideration is the individual achievements made  by
     each  officer.   The  Company is a small real estate  investment  trust
     (REIT).   The  Board of Directors is aware of the contributions made by
     each officer and makes an evaluation of individual performance based on
     their own familiarity with the officer.

           The final criteria in setting compensation is comparable wages in
     the  industry.   In this regard,  the REIT industry maintains excellent
     statistics.








                                   Page 23

     <PAGE>

     ITEM 11 - EXECUTIVE COMPENSATION (CONT'D)

     Evaluation

           The  Company's  funds from operations continue  to increase.  The
     Committee  reviewed  the  progress  made  by  Eugene  W.  Landy,  Chief
     Executive Officer,  in shifting the Company's focus from mortgage loans
     to  equity  properties.   The  Committee also noted  that  Mr.  Landy's
     current compensation was less than the average salary received by Chief
     Executive  Officers of other REIT's.  His base compensation under  this
     contract is $100,000 per year.   The Committee has decided to grant Mr.
     Landy a bonus of $10,000 in 1996.

     Comparative Stock Performance

     The  following  line graph compares the total return of  the  Company's
     common  stock  for  the last five fiscal years to the NAREIT  All  REIT
     Total  Return  Index,  published  by the National Association  of  Real
     Estate  Investment Trusts (NAREIT),  and the S&P 500 Index for the same
     period.   The  total  return  reflects  stock  price  appreciation  and
     dividend   reinvestment  for  all  three  comparative   indices.    The
     information  herein  has  been  obtained from sources  believed  to  be
     reliable, but neither its accuracy nor its completeness is guaranteed.

                          Monmouth Real
                         Estate Investment  
                           Corporation        NAREIT       S&P 500
             
          1991                 100             100           100
          1992                 127             113           108
          1993                 162             147           124
          1994                 158             141           131
          1995                 152             158           159
          1996                 173             189           189






                                       Page 24


     <PAGE>

     ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT

           On September 30,  1996, no person owned of record or was known by
     the Company to own beneficially more than five percent of the shares of
     the Corporation, except as follows:
                                                 Amount and Nature
     Title of       Name and Address               of Beneficial   Percent
      Class        of Beneficial Owner               Ownership     of Class

     Class A       Eugene W. Landy                   351,495        9.25%
     Common        20 Tuxedo Road
     Stock         Rumson, NJ 07760

     ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

           Certain   relationships   and  related  party  transactions   are
     incorporated herein by reference to Item 14, Note 9 of the Notes to the
     Financial Statements - Related Party Transactions.


































                                  Page 25


     <PAGE>
                                     PART IV


     ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
               ON FORM 8-K

     (a)(1)The following Financial Statements are filed as part of
           this report:

                                                                   Page(s)
     (i)   Independent Auditors' Report                               28

     (ii)  Balance Sheets as of September 30, 1996 and 1995           29

     (iii) Statements of Income for the years ended
           September 30, 1996, 1995 and 1994                          30

     (iv)  Statements of Shareholders' Equity
           for the years ended September 30, 1996, 1995 and 1994      31

     (v)   Statements of Cash Flows for the years ended
           September 30, 1996, 1995 and 1994                          32

     (vi)  Notes to the Financial Statements                       33 - 43

     (a)(2)The following Financial Statement Schedule is
           filed as part of this report:

     (i)   Schedule III - Real Estate and Accumulated Depreciation
           as of September 30, 1996                                44 - 46






















                                     Page 26


     <PAGE>
     ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
               ON FORM 8-K (CONT'D)




     (a)(3)Exhibits

        (3)Articles of Incorporation and By-Laws

        (i)Reference is hereby made to the Certificate of
           Incorporation of Monmouth Real Estate Investment
           Corporation filed with the Securities and Exchange
           Commission on April 3, 1990 on Form S-4 (Registration
           No. 33-34103).

       (ii)Reference is hereby made to the By-laws of Monmouth
           Real Estate Investment Corporation filed with the
           Securities and Exchange Commission on April 3, 1990
           on Form S-4 (Registration No. 33-34103)

       (10)Material Contracts
           (a)  Employment Agreement with Mr. Eugene W. Landy
                dated December 9, 1994 is incorporated by reference
                to that filed with the Company's Form 10-K filed
                with the Securities and Exchange Commission on
                December 28, 1994.

           (b)  Employment Agreement with Mr. Ernest V. Bencivenga
                dated November 9, 1993  is incorporated by reference
                to that filed with the Company's Form 10-K filed
                with the Securities and Exchange Commission on
                December 28, 1994.

       (28)Additional Exhibits

           Reference is hereby made to the Agreement and Plan of
           Merger dated April 23, 1990 by and between Monmouth
           Real Estate Investment Trust and Monmouth Real Estate
           Investment Corporation filed with the Securities and
           Exchange Commission on April 3, 1990 on Form S-4
           (Registration No. 33-34103).

     Report on Form 8-K

           None










                                  Page 27

     <PAGE>

                         Independent Auditors' Report

     The Board of Directors and Shareholders
     Monmouth Real Estate Investment Corporation:


     We  have  audited  the  financial statements of  Monmouth  Real  Estate
     Investment  Corporation  as  listed  in  the  accompanying  index.   In
     connection  with our audits of the financial statements,  we also  have
     audited  the financial statement schedule as listed in the accompanying
     index.  These financial statements and financial statement schedule are
     the responsibility of the Company's management.   Our responsibility is
     to  express  an  opinion on these financial  statements  and  financial
     statement schedule based on our audits.

     We  conducted our audits in accordance with generally accepted auditing
     standards.   Those standards require that we plan and perform the audit
     to  obtain reasonable assurance about whether the financial  statements
     are free of material misstatement.   An audit includes examining,  on a
     test  basis,  evidence  supporting the amounts and disclosures  in  the
     financial statements.   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 financial statements referred to  above  present
     fairly,  in  all material respects,  the financial position of Monmouth
     Real  Estate Investment Corporation as of September 30,  1996 and 1995,
     and  the  results of its operations and its cash flows for the each  of
     the  years  in  the  three year period  ended  September  30,  1996  in
     conformity with generally accepted accounting principles.   Also in our
     opinion,  the related financial statement schedule,  when considered in
     relation  to the basic financial statements taken as a whole,  presents
     fairly, in all material respects, the information set forth therein.

     As  discussed in Note 1 to the financial statements,  effective October
     1,  1994,  the  Company  changed its method of accounting for debt  and
     equity securities.



                               /s/ KPMG Peat Marwick LLP

     Short Hills, New Jersey
     November 22, 1996


                                 Page 28


     <PAGE>
     <TABLE>
     <CAPTION>
                   MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                                  BALANCE SHEETS
                               AS OF SEPTEMBER 30,

     ASSETS                                          1996          1995

     <S>                                         <C>          <C>
     Real Estate Investments:
       Land                                      $ 4,929,924  $ 4,545,324
       Buildings, Improvements and Equipment,
          net of Accumulated Depreciation of
          $4,494,322 and $3,657,061,respectively  25,294,699   23,966,469
       Mortgage Loans Receivable                     262,585      293,997
                                                 ___________  ___________

     Total Real Estate Investments                30,487,208   28,805,790

     Cash and Cash Equivalents                       244,394      144,019
     Securities Available for Sale
       at Fair Value                                 607,975      273,038
     Interest and Other Receivables                  552,091      581,247
     Prepaid Expenses                                123,669      114,815
     Lease Costs-Net of Accumulated
       Amortization                                   55,347       59,742
     Other Assets                                    467,392      311,209
                                                 ___________  ___________

     TOTAL ASSETS                                $32,538,076  $30,289,860
                                                 ===========  ===========
     LIABILITIES AND SHAREHOLDERS' EQUITY

     Liabilities:
     Mortgage Notes Payable                      $15,216,610  $15,463,561
     Loans Payable                                   500,000          -0-
     Deferred Gains-Installment Sales                185,989      208,238
     Other Liabilities                               526,095      370,194
                                                 ___________  ___________

     Total Liabilities                            16,428,694   16,041,993
                                                 ___________  ___________
     Shareholders' Equity:
     Common Stock-Class A-$.01 Par Value,
       8,000,000 Shares Authorized; 3,800,924
       and 3,392,045 Shares Issued and
       Outstanding in 1996 and 1995,
       respectively                                   38,009       33,920
     Common Stock-Class B-$.01 Par Value,
       100,000 Shares Authorized, No shares
       Issued or Outstanding                             -0-          -0-
     Additional Paid-in Capital                   16,044,359   14,155,207
     Unrealized Holding Gains on
       Securities Available for Sale                  27,014       58,740
                                                 ___________  ___________

     Total Shareholders' Equity                   16,109,382   14,247,867
                                                 ___________  ___________
  
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $32,538,076  $30,289,860
                                                 ===========  ===========

     See Accompanying Notes to the Financial Statements.
     </TABLE>
                                     Page 29

     <PAGE>
     <TABLE>
     <CAPTION>
                   MONMOUTH REAL ESTATE INVESTMENT
CORPORATION
                               STATEMENTS OF INCOME
                        FOR THE YEARS ENDED SEPTEMBER 30,



                                             1996        1995        1994
     <S>                                  <C>          <C>         <C>

     INCOME:

       Rental and Occupancy Charges       $4,474,279   $4,168,549  $3,676,207
       Interest and Other Income             133,155       72,310     194,634
                                          __________   __________  __________

     TOTAL INCOME                          4,607,434    4,240,859   3,870,841
                                          __________   __________  __________

     EXPENSES:

       Interest Expense                    1,252,180    1,372,596   1,108,683
       Management Fees                        17,825       10,540      17,046
       Real Estate Taxes                     268,594      214,527     165,454
       Professional Fees                     342,417      314,335     241,611
       Operating Expenses                    302,752      340,204     447,407
       Office and General Expense            166,287      229,386     233,133
       Director Fees                          31,300       28,400      16,800
       Depreciation                          852,229      783,704     626,076
                                          __________   __________  __________

     TOTAL EXPENSES                        3,233,584    3,293,692   2,856,210
                                          __________   __________  __________

     Income Before Gains                   1,373,850      947,167   1,014,631
       Gains on Sale of Assets-
       Investment Property                    22,249       38,766     392,416
                                          __________   __________  __________

           NET INCOME                     $1,396,099  $   985,933  $1,407,047
                                          ==========   ==========  ==========

     PER SHARE INFORMATION:

       Average Number of Shares
         Outstanding                       3,584,364    3,212,064   2,878,951
                                          ==========   ==========  ==========

       Income Before Gains                $      .38  $       .30  $      .35
       Gain on Sales of Assets                   .01          .01         .14
                                          __________   __________  __________

           NET INCOME                     $      .39  $       .31  $      .49
                                          ==========   ==========  ==========

     See Accompanying Notes to the Financial Statements.
     </TABLE>


                                     Page 30


     <PAGE>
     <TABLE>
     <CAPTION>
    
                   MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                        STATEMENTS OF SHAREHOLDERS' EQUITY
                         FOR THE YEARS ENDED SEPTEMBER 30

                                                                      UnReal.
                                                                      Holding
                                                                      Gain on
                                                                       Secur.
                                                Additional             Avail.
                               Common Stock      Paid-In    Undistrib.  for
                              Number   Amount    Capital     Income    Sale
     <S>                     <C>       <C>     <C>           <C>       <C> 
     Balance Sept. 30, 1993  2,710,934 $27,109 $10,451,362   $356,631  $  -0-

     Shares Issued in
       connection with the
       Dividend Reinvestment
       and Stock Purchase
       Plan                    355,068   3,551   2,345,422        -0-     -0-
     Distributions                 -0-     -0-         -0- (1,433,783)    -0-

     Net Income                    -0-     -0-         -0-  1,407,047     -0-
                             _________  ______   _________  _________  ______

     Balance Sept. 30, 1994  3,066,002 $30,660 $12,796,784 $  329,895 $   -0-

     Shares Issued in
      connection with the
      Dividend Reinvestment
      and Stock Purchase
      Plan                     326,043   3,260   1,647,314         -0-    -0-
     Distributions                 -0-     -0-    (288,891) (1,315,828)   -0-

     Net Income                    -0-     -0-         -0-     985,933    -0-

     Unrealized Holding
      Gains on Securities
      Available for Sale           -0-     -0-         -0-        -0-  58,748
                             _________  ______   _________  _________  ______

     Balance Sept. 30, 1995  3,392,045 $33,920 $14,155,207 $      -0- $58,740

     Shares Issued in
      connection with the
      Dividend Reinvestment
      and Stock Purchase
      Plan                     408,879   4,089   2,288,380       -0-     -0-
     Distributions                 -0-     -0-    (399,228)(1,396,099)   -0-

     Net Income                    -0-     -0-         -0-  1,396,099    -0-

     Unrealized Holding
      Gains on Securities
      Available for Sale           -0-     -0-         -0-       -0- (31,726)
                             _________  ______   _________  ________ _______

     Balance Sept. 30, 1996  3,800,924 $38,009 $16,044,359 $     -0- $27,014
                             ========= ======= =========== ========= =======
     See Accompanying Notes to the Financial Statements.
     </TABLE>
                                   Page 31
     <PAGE>



                   MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                             STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED SEPTEMBER 30,

                                            1996        1995       1994
     <TABLE>
     <CAPTION>

     <S>                                <C>         <C>         <C>
     CASH FLOWS FROM OPERATING ACTIVITIES
       Net Income                       $1,396,099  $ 985,933   $1,407,047
       Noncash Items Included
         in Net Income:
           Depreciation                    852,229    783,704      626,076
           Amortization                     73,122    160,449      200,246
           Gains on Sales of Assets-
             Investment Property           (22,249)   (38,766)    (392,416)
           Gains on Sales of Equity
             Securities                    (66,933)       -0-          -0-
       Changes In:
           Interest & Other Receivables     29,156   (142,887)     (72,234)
           Prepaid Expenses                 (8,854)      (209)     (12,805)
           Other Assets and Lease Costs   (224,910)   520,096     (592,529)
           Other Liabilities               155,901     (1,281)      93,426
                                        __________  _________   __________

     NET CASH PROVIDED FROM OPERATING
       ACTIVITIES                        2,183,561  2,267,039    1,256,811
                                        __________  _________   __________

     CASH FLOWS FROM INVESTING ACTIVITIES
       Collections on Installment Sales     31,412     54,732       25,923
       Collections on Loans                    -0-        -0-    3,571,321
       Proceeds from Sales of Investment
           Property                            -0-        -0-      469,568
       Purchase of Securities
         Available for Sale               (514,380)       -0-          -0-
       Proceeds from Sale of
         Securities Available for Sale     214,650        -0-          -0-
       Additions to Land, Buildings,
         and Improvements               (2,565,059) (3,683,098) (10,137,115)
                                        __________   _________  ___________

     NET CASH USED IN INVESTING
       ACTIVITIES                       (2,833,377) (3,628,366)  (6,070,303)
                                        __________   _________  ___________

     CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from Mortgages           1,500,000   2,500,000   15,085,014
       Net Proceeds (Repayments) from
         Short Term Borrowings             500,000         -0-     (500,000)
       Principal Payments of Mortgages  (1,746,951) (2,494,749) (10,298,478)
       Proceeds from Issuance of
         Class A Common Stock            1,512,604     897,115    2,348,973
       Dividends Paid                   (1,015,462)   (851,260)  (1,433,783)
                                        __________   _________  ___________
     NET CASH PROVIDED FROM
      FINANCING ACTIVITIES                 750,191      51,106    5,201,726
                                        __________   _________  ___________

     Net Increase (Decrease) in Cash       100,375  (1,310,221)     388,234
     Cash and Cash Equivalents
       at Beginning of Year                144,019   1,454,240    1,066,006
                                        __________   _________  ___________

     CASH AND CASH EQUIVALENTS
       AT END OF YEAR                   $  244,394 $   144,019   $1,454,240
                                        ========== ===========   ==========
     See Accompanying Notes to the Financial Statements.
     </TABLE>
                                     Page 32

     <PAGE>

                   MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                                SEPTEMBER 30, 1996


     NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              Description of the Business

              Monmouth  Real  Estate  Investment Corporation  (the  Company)
     operates  as  a  real  estate  investment  trust deriving   its  income
     primarily from real estate rental operations.  As of September 30, 1996
     and   1995,   rental  properties  consist  of  fourteen  and   thirteen
     respectively, commercial holdings.  These properties are located in New
     Jersey,   New   York,   Pennsylvania,   North  Carolina,   Mississippi,
     Massachusetts, Kansas, Iowa, Missouri and Virginia.

              Use of Estimates

              In preparing the financial statements,  management is required
     to  make  certain  estimates and assumptions that affect  the  reported
     amounts  of  assets  and  liabilities  at the  date  of  the  financial
     statements and the reported amounts of revenues and expenses during the
     reporting periods.  Actual results could differ from these estimates.

              Buildings, Improvements and Equipment

              Buildings,  improvements and equipment are stated at the lower
     of depreciated cost or net realizable value.   Depreciation is computed
     based  on  the straight-line method over the estimated useful lives  of
     the assets.  These lives range from 5 to 40 years.

              Revenue Recognition

              Rental income from tenants with leases having scheduled rental
     increases  are recognized on a straight-line basis over the term of the
     lease.

              Gains and Deferred Gains on Installment Sales

              Gains on the sale of real estate investments are recognized by
     the full accrual method when the criteria for the method are met.  Gen-
     erally,  the  criteria  are  met  when the profit on a  given  sale  is
     determinable,  and the seller is not obliged to perform significant ac-
     tivities  after the sale to earn the profit.   Alternatively,  when the
     foregoing criteria are not met, the Company recognizes gains by the in-
     stallment method.   At September 30,  1996 and 1995,  there was one de-
     ferred   gain  related  to  the  sale  of  the  following  real  estate
     investment:

                                                   Deferred Gain
              Year of Sale       Property        9/30/96      9/30/95
                  1986       Howell Township    $185,989      $208,238

                                     Page 33
     <PAGE>


                    NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                                SEPTEMBER 30, 1996

     NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

              Securities Available for Sale

              On October 1, 1994, the Company adopted Statement of Financial
     Accounting  Standards No.  115,  "Accounting for Certain Investments in
     Debt  and  Equity  Securities"  (SFAS  115).  SFAS  115  addresses  the
     accounting  and  reporting requirements for investments  in  securities
     that  have  readily  determinable values and all  investments  in  debt
     securities.   SFAS  115 requires the classification of securities among
     three categories: held-to-maturity, trading and available-for- sale.

              The  Company's securities are classified as available-for-sale
     and are carried at fair value in 1996 and 1995.  Gains or losses on the
     sale of securities are based on identifiable cost and are accounted for
     on  a  trade  date  basis.   Unrealized holding gains  and  losses  are
     excluded  from  earnings  and   reported  as  a separate  component  of
     Shareholders' Equity until realized.

              Cash Equivalents

              Cash equivalents consist of money market funds.

              Earnings Per Share

              Earnings  per share is computed by dividing net income by  the
     weighted average number of shares outstanding during each period.

              Income Tax

              The  Company  has  elected to be taxed as a  Real  Estate  In-
     vestment  Trust  (REIT) under Sections 856-858 of the Internal  Revenue
     Code.  The Company will not be taxed on the portion of its income which
     is distributed to shareholders, provided it distributes at lease 95% of
     its  taxable  income,  has  at least 75% of its assets in  real  estate
     investments and meets certain other requirements for qualification as a
     REIT.

              Reclassifications

              Certain  amounts  in  the financial statements for  the  prior
     years  have been reclassified to conform to the statement  presentation
     for the current year.

     NOTE 2 - MORTGAGE LOANS RECEIVABLE

           The  following  is a summary of the mortgage loans receivable  at
     September 30, 1996 and 1995:
                                 Rate    Maturity   9/30/96      9/30/95
     Bonim Associates, Inc.
      Howell Township Property    10%      1997    $262,585     $293,997
                                                   ========    =========
                                    Page 34

     <PAGE>
                  NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                              SEPTEMBER 30, 1996

     NOTE 2 - MORTGAGE LOANS RECEIVABLE (CONT'D)

           The  original  amount  of  the  mortgage receivable  with  Bonim
     Associates, Inc. was $514,000.

     NOTE 3 - REAL ESTATE INVESTMENTS

              The  following is a summary of the cost and accumulated depre-
     ciation of the Company's  property and equipment at September 30,  1996
     and 1995:

                                                      Buildings
                                                     Improvements   Accumul.
     September 30, 1996                    Land     and Equipment    Deprec.

     NEW JERSEY:
       Ramsey              Ind. Building $   52,639  $1,123,839  $  496,432
       Somerset(1)         Shopping Cntr.    55,182   1,062,395     648,406
       South Brunswick     Ind. Building  1,128,000   4,087,400     459,633

     PENNSYLVANIA:
       Monaca              Ind. Building    330,773   1,672,262     779,931

     NEW YORK:
       Monsey              Ind. Building    119,910   1,707,553     707,476
       Orangeburg          Ind. Building    694,720   2,977,372     366,307

     NORTH CAROLINA:
       Greensboro          Ind. Building    327,100   1,853,700     203,565

     MISSISSIPPI:
       Jackson             Ind. Building    218,000   1,233,500     125,645
       Richland            Ind. Building    211,000   1,195,000      76,600

     MASSACHUSETTS:
       Franklin            Ind. Building    566,000   4,148,000     265,886

     KANSAS:
       Wichita             Ind. Building    268,000   1,518,000      97,322

     IOWA:
       Urbandale           Ind. Building    310,000   1,758,000     112,688

     MISSOURI:
       O'FALLON            Ind. Building    264,000   3,302,000     126,867

     VIRGINIA:
       Virginia Beach      Ind. Building    384,600   2,150,000      27,564
                                         __________ ___________  __________

           Total at September 30, 1996   $4,929,924 $29,789,021  $4,494,322
                                         ========== ===========  ==========
     (1) This represents the Company's 2/3 interest in a joint venture.

                                    Page 35
     <PAGE>

                     NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                                SEPTEMBER 30, 1996


     NOTE 3 - REAL ESTATE INVESTMENTS (CONT'D)



                                                     Buildings,
                                                    Improvements   Accumul.
     September 30, 1995                     Land    and Equipment   Deprec.

     NEW JERSEY:
       Ramsey              Ind. Building $   52,639  $1,123,839  $  468,592
       Somerset (1)        Shopping Cntr.    55,182   1,062,395     607,804
       Eatontown           Admin.Office         -0-      14,968      14,519
       South Brunswick     Ind. Building  1,128,000   4,087,400     329,853

     PENNSYLVANIA:
       Monaca              Ind. Building    330,773   1,667,537     707,931

     NEW YORK:
       Monsey              Ind. Building    119,910   1,681,819     651,737
       Orangeburg          Ind. Building    694,720   2,977,372     271,775

     NORTH CAROLINA:
       Greensboro          Ind. Building    327,100   1,853,700     144,680

     MISSISSIPPI:
       Jackson             Ind. Building    218,000   1,233,500      86,481
       Richland            Ind. Building    211,000   1,195,000      45,960

     MASSACHUSETTS
       Franklin            Ind. Building    566,000   4,148,000     159,532

     KANSAS
       Wichita             Ind. Building    268,000   1,518,000      58,382

     IOWA
       Urbandale           Ind. Building    310,000   1,758,000      67,613

     MISSOURI
       O'Fallon            Ind. Building    264,000   3,302,000      42,202
                                         __________ ___________  __________

           Total at September 30, 1995   $4,545,324 $27,623,530  $3,657,061
                                         ========== ===========  ==========

     (1) This represents the Company's 2/3 interest in a joint venture.






                                  Page 36

     <PAGE>
                   NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                               SEPTEMBER 30, 1996

     NOTE 4 - ACQUISITIONS

           On  May  10,  1996,  the Company purchased a 67,926  square  foot
     warehouse  facility  in  Virginia  Beach,   Virginia.   This  warehouse
     facility is 100% net-leased to the Raytheon Service Company (Raytheon).
     The total purchase price, including closing costs, was $2,534,600.  The
     Company  entered into a $1,500,000 mortgage loan with Life Savings Bank
     at  an interest rate of 8.5% (subject to an adjustment after five years
     based  on  the US Treasury Index,  plus 2.5%) which matures on June  1,
     2021.   The  Company  also used $1,000,000 of its line of  credit  with
     Summit  Bank (Summit),  formerly United Jersey Bank,  of which $700,000
     was subsequently repaid.

           On October 13,  1994, the Company purchased a 102,135 square foot
     warehouse facility in O'Fallon,  Missouri.   This warehouse facility is
     100%  net-leased  to PPG Industries,  Inc.   The total purchase  price,
     including  closing  costs,  was  $3,566,000.   The Company  obtained  a
     $2,500,000  mortgage  on  this  property from  Midwestern  United  Life
     Insurance  Company  (Midwestern).   This  mortgage  payable  is  at  an
     interest  rate of 8.5% (subject to an adjustment after five  years,  at
     Midwestern's  option) and is due on November 1,  2007.   Midwestern has
     the right to accelerate the maturity to November 1,  2004.  In addition
     to this mortgage, the Company used $1,000,000 of its then existing line
     of  credit with NatWest NJ Bank.  This line of credit was  subsequently
     repaid.  The purchase of this warehouse facility was part of a tax-free
     exchange in accordance with the Internal Revenue Code.

     NOTE 5 - SECURITIES AVAILABLE FOR SALE

              The following is a summary of securities available for sale at
     September 30, 1996 and 1995:

                                       9/30/96                9/30/95
                                             Market                 Market
     Description                   Cost      Value      Cost        Value
     Prudential Realty Trust
      Income Shares            $      -0-  $     -0-   $147,717  $  197,438
     HRE Properties               205,528    219,600     66,581      75,600
     MGI Properties               122,125    131,250        -0-         -0-
     Mid America Realty Inv.Inc.  162,275    168,625        -0-         -0-
     Sizeler Properties Inv 8%
      Convert Sub Debent. Due
      7/15/2003 DTD 5/13/93        91,033     88,500        -0-         -0-
                               __________  _________  _________  __________

           Total               $  580,961  $ 607,975  $ 214,298  $  273,038
                               ==========  =========  =========  ==========

     On December 1,  1995, shares of Prudential Realty Trust were  sold. The
     Company  received  $214,650,  resulting in a realized gain of  $66,933.
     This   gain  has  been  included  in  Other  Income  in  the  Financial
     Statements.

                                  Page 37

     <PAGE>
                    NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                               SEPTEMBER 30, 1996

     NOTE 6 - SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

           The  Company  has approximately 1,065,000 feet  of  property,  of
     which approximately 282,000 square feet or 26% is leased to Keebler and
     approximately  145,000  square  feet  or 14% is   leased to  the  Amway
     Corporation at September 30,  1996.   Rental and occupancy charges from
     Keebler  totalled approximately $1,773,000,  $1,772,000 and  $1,547,000
     for  the years ended September 30,  1996,  1995 and 1994  respectively.
     Rental  and  occupancy  charges  from the  Amway  Corporation  totalled
     approximately $595,000 for each of the years ended September 30,  1996,
     1995 and 1994.   During 1996, 1995 and 1994 rental income and occupancy
     charges  from  properties  leased  to the  Keebler  Company  and  Amway
     Corporation approximated 56%, 57% and 58% of total rental and occupancy
     charges, respectively.

    NOTE 7 - MORTGAGE NOTES PAYABLE

           The following is a summary of the mortgages payable at September
     30, 1996 and 1995:
                                         Fiscal             Balance
     Mortgage                    Rate   Maturity      9/30/96     9/30/95
     Industrial Building
     Orangeburg, New York          7%    2004       $2,158,097 $ 2,350,032

     Industrial Building
     South Brunswick, NJ         P+1%    1998        1,470,000   2,445,000

     Industrial Building
     Jackson, Mississippi        8.5%    2008          703,964     737,116

     Industrial Building
     Greensboro, North Carolina   10%    1998        1,400,043   1,417,065

     Industrial Building
     Franklin, Massachusetts       7%    2004        2,456,910   2,675,422

     Industrial Building
     Wichita, Kansas           10.25%    2016        1,269,021   1,287,963

     Industrial Building
     Urbandale, Iowa               7%    2004        1,170,352   1,274,440

     Industrial Building
     Richland, Mississippi       7.5%    2004          813,606     877,066

     Industrial Building
     O'Fallon, Missouri          8.5%    2007        2,280,493   2,399,457

     Industrial Building
     Virginia Beach, VA          8.5%    2021        1,494,124         -0-
                                                   ___________ ___________

     Total Mortgage Notes Payable                  $15,216,610 $15,463,561
                                                   =========== ===========
                                 Page 38

     <PAGE>
                    NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                                SEPTEMBER 30, 1996


     NOTE 7 - REAL ESTATE MORTGAGE NOTES PAYABLE (CONT'D)

              Principal  on  the foregoing debt is scheduled to be  paid  as
     follows:

              Years Ending September 30, 1997        $ 1,019,081
                                         1998          3,565,273
                                         1999            957,734
                                         2000          1,031,811
                                         2001          1,111,684
                                    Thereafter         7,531,027 
                                                     ___________

                       Total                         $15,216,610
                                                     ===========

     Lines of Credit

           The  Company  has a $1,000,000 line of credit with Summit  at  an
     interest  rate of prime plus 1%.   This line of credit is secured by  a
     second  mortgage on the South Brunswick Industrial Building and may  be
     used for any purpose.  As of September 30,  1996,  the Company utilized
     $500,000 of this line.

     NOTE 8 - INCOME FROM LEASES

           The Company derives income primarily from operating leases on its
     commercial properties.   In general, these leases are written for peri-
     ods up to ten years with various provisions for renewal.   These leases
     generally contain clauses for reimbursement (or direct payment) of real
     estate  taxes,  maintenance,  insurance  and  certain  other  operating
     expenses  of  the properties.   Minimum rents due under  noncancellable
     leases  at  September  30,   1996  are  scheduled  as  follows:   1997-
     $4,060,446;  1998 - $3,333,832;  1999 - $3,055,200;  2000 - $2,998,317;
     thereafter - $3,568,142.

     NOTE 9 - RELATED PARTY TRANSACTIONS

              Certain  Directors  and Officers of the Company  are also  Di-
     rectors and Officers of United Mobile Homes, Inc. (United). The Company
     made loans to United, all of which were repaid in fiscal 1994. Interest
     income from United was $116,187 for the fiscal year ended September 30,
     1994.

           Eugene  W.  Landy received $3,200,  $2,800 and $1,600 during  the
     years ended 1996,  1995 and 1994, respectively, as Director.   The firm
     of  Landy & Landy received $111,003,  $100,645 and $140,530 during  the
     year ended 1996,  1995 and 1994, respectively,  as management and legal
     fees.  An  accrual of $59,000 was made in 1996 and 1995 for pension and
     other  benefits  in accordance with Mr.  Landy's  employment  contract.
     Additionally, the Board of Directors has granted to Mr. Landy a loan of
     $100,000  at an interest rate of 10% due  May 23,  1997.  Principal and
     accrued interest is payable at maturity.
                                   Page 39

     <PAGE>
                    NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                                SEPTEMBER 30, 1996


     NOTE 9 - RELATED PARTY TRANSACTIONS (CONT'D)

           On December 9, 1994, the Company and Eugene W. Landy entered into
     an Employment Agreement under which, on severance of employment for any
     reason,  Mr.  Landy will receive severance of $300,000 payable $100,000
     on  severance  and  $100,000 on the first and second  anniversaries  of
     severance.

           In  the  event  of disability,  Mr.  Landy's  compensation  shall
     continue for a period of three years, payable monthly.

           On  retirement,  Mr.  Landy shall receive a pension of $40,000  a
     year for ten years, payable in monthly installments.

           In the event of death,  Mr.  Landy's designated beneficiary shall
     receive $300,000,  $150,000 thirty days after death and the balance one
     year after death.

           The   Employment   Agreement  terminates   December   31,   1999.
     Thereafter, the term of the Employment Agreement shall be automatically
     renewed  and extended for successive one-year periods.   The Employment
     Agreement  is terminable by either party at any time subject to certain
     notice requirements.

           Cronheim Management Company received the sum of $17,825,  $10,540
     and  $17,046 for management fees during the years ended 1996,  1995 and
     1994,  respectively.  David Cronheim Company received $21,777,  $11,877
     and  $141,133  in commissions in 1996,  1995  and  1994,  respectively.
     Daniel  Cronheim received $3,350,  $2,800 and $1,600  for Director  and
     Committee fees in 1996, 1995 and 1994, respectively.

     NOTE 10 - INCOME TAXES

              Federal Income Tax
              The  Company  has  elected to be taxed as a  Real  Estate  In-
     vestment  Trust under the applicable provisions of the Internal Revenue
     Code  and the comparable New Jersey Statutes.   Under such  provisions,
     the  Company  will not be taxed on that portion of its  taxable  income
     distributed  currently to shareholders,  provided that at least 95%  of
     its  taxable  income is distributed.   As the Company intends  to  dis-
     tribute  all  of its income currently,  no provision has been made  for
     Federal income taxes.

              Federal Excise Tax
              The  Company  does  not have an excise tax liability  for  the
     calendar  years  1996 and 1995 since it intends to  or has  distributed
     all of its annual income.


                                Page 40




     <PAGE>
                  NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                              SEPTEMBER 30, 1996


     NOTE 11 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

              The  Company  implemented  a dividend reinvestment  and  stock
     purchase  plan  (the "Plan") effective December 15,  1987.   Under  the
     terms  of  the Plan,  and subsequent offerings,  shareholders who  par-
     ticipate  may  reinvest  all or part of their dividends  in  additional
     shares  of the Company at approximately 95% of market price.  According
     to  the  terms of the Plan,  shareholders may also purchase  additional
     shares,  at  approximately 95% of market price by making optional  cash
     payments monthly.

              Amounts received , including dividend reinvestment of $779,865
     and  $753,459  in  1996 and 1995,  respectively and  shares  issued  in
     connection  with  the Plan for the years ended September 30,  1996  and
     1995 were as follows:

                                    9/30/96           9/30/95

     Amounts Received*            $2,292,469        $1,650,574
     Shares Issued                   408,879           326,043

     *These  amounts  are net of the 5% discount under the plan.  The  total
     discount  amounted to $79,889 and $80,473 during the fiscal year  ended
     September 30, 1996 and 1995, respectively.

     NOTE 12 - DISTRIBUTIONS

              The  following  cash distributions were paid to  shareholders
     during the years ended September 30, 1996 and 1995:

                                     1996                 1995
              Quarter Ended    Amount    Per Share   Amount   Per Share

              December 31   $  431,342    $ .125    $385,717     $ .125
              March 31         441,807      .125     396,685       .125
              June 30          455,637      .125     405,352       .125
              September 30     466,541      .125     416,965       .125
                            __________    ______  __________     ______

                            $1,795,327    $ .500  $1,604,719     $ .500
                            ==========    ======  ==========     ======

           The above amounts do not include discounts under the Dividend Re-
     investment and Stock Purchase Plan.

           On September 25,  1996,  the Company declared a dividend of $.125
     to be paid on December 16,  1996 to shareholders of record November 15,
     1996.


                                      Page 41



     <PAGE>
                    NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                                SEPTEMBER 30, 1996


     NOTE 13 - CASH FLOW INFORMATION

              Cash paid  during  the years ended September 30, 1996, 1995 and
     1994   for   interest   is   $1,252,180,    $1,372,596  and   $1,056,827
     respectively.

           During  1996,  1995 and 1994,  the Company had $779,865,  $753,459
     and $-0-, respectively, of dividends which were reinvested that required
     no cash transfers.

           In  1996 and 1995,  equity securities available  for sale is shown
     at fair value pursuant to the 1995 adoption of SFAS  115.  The resultant
     portfolio increases of $27,014 and $58,740,   respectively,  relating to
     unrealized   holding  gains  are  shown  as  a   separate  component  of
     shareholders' equity.

     NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS

           The  Company  is required to disclose certain  information  about
     fair  values  of  financial instruments,  as defined  in  Statement  of
     Financial Accounting Standards No.  107,  "Disclosures About Fair Value
     of Financial Instruments."
           
           Limitations

           Estimates  of  fair  value are made at a specific point  in  time
     based  upon  where available,  relevant market prices  and  information
     about  the  financial instrument.   Such estimates do not  include  any
     premium  or  discount that could result from offering for sale  at  one
     time   the   Company's  entire  holdings  of  a  particular   financial
     instrument.   For a portion of the Company's financial instruments,  no
     quoted  market value exists.   Therefore,  estimates of fair value  are
     necessarily based on a number of significant assumptions (many of which
     involve  events outside the control of management).   Such  assumptions
     include  assessments  of current economic conditions,  perceived  risks
     associated  with these financial instruments and their  counterparties,
     future   expected  loss  experience  and  other  factors.    Given  the
     uncertainties  surrounding these assumptions,  the reported fair values
     represent  estimates  only and,  therefore,  cannot be compared to  the
     historical   accounting  model.    Use  of  different  assumptions   or
     methodologies is likely to result in significantly different fair value
     estimates.


                                      Page 42


     <PAGE>


                     MOTES TO THE FINANCIAL STATEMENTS (CONT'D)
                                 SEPTEMBER 30, 1996



     NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS (CONT'D)


           The  fair  value of cash and cash equivalents and mortgage  loans
     receivable  approximates their current carrying amounts since all  such
     items are short-term in nature.  The fair value of securities available
     for sale is based upon quoted market values. The fair value of mortgage
     notes  payable  and  loans payable approximate their  current  carrying
     amounts  since  such  amounts payable are at a current market  rate  of
     interest.

     NOTE 15 - SUBSEQUENT EVENTS

           On  October 4,  1996,  the Company entered into a $5,000,000 term
     loan with Summit, which may be used for acquisitions or working capital
     purposes.   This  loan  bears interest at Prime plus  1/2%.   Principal
     payments  of  $250,000  plus interest are  due  quarterly.   This  loan
     matures  on October 4,  2001.   The outstanding balance on this loan is
     $4,000,000 as of November 19, 1996.



























                                    Page 43


     <PAGE>
<TABLE>
<CAPTION>

         MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                        SCHEDULE III
          REAL ESTATE AND ACCUMULATED DEPRECIATION
                     SEPTEMBER 30, 1996




Column A         Column B          Column C         Column D
________         ________       _________________   ________
                              Initial Cost
                                        Buildings,  Capitaliz.
                                        Improve.    Subsequent
Descrp.           Encumbr.        Land  & Equip.    to Acquis.
<S>               <C>         <C>       <C>          <C>
________          __________  _________ ___________  _________

Industrial Bldg.
 Ramsey, NJ      $       -0-  $  52,639 $   291,500  $ 832,339
Shopping Cntr.
 Somerset, NJ            -0-     55,182     637,097    425,298
Industrial Bldg.
 Monaca, PA              -0-    330,773     878,081    794,181
Industrial Bldg.
 Monsey, NY              -0-    119,910     908,473    799,080
Industrial Bldg.
 Orangeburg, NY    2,158,097    694,720   2,977,372        -0-
Industrial Bldg.
 S.Brunswick, NJ   1,470,000  1,128,000   4,087,400        -0-
Industrial Bldg.
 Greensboro, NC    1,400,043    327,100   1,853,700        -0-
Industrial Bldg.
 Jackson, MS         703,964    218,000   1,233,500        -0-
Industrial Bldg.
 Franklin, MA      2,456,910    566,000   4,148,000        -0-
Industrial Bldg.
 Witchita, KS      1,269,021    268,000   1,518,000        -0-
Industrial Bldg.
 Urbandale, IA     1,170,352    310,000   1,758,000        -0-
Industrial Bldg.
 Richland, MS        813,606    211,000   1,195,000        -0-
Industrial Bldg.
 O'Fallon, MO      2,280,493    264,000   3,302,000        -0-
Industrial Bldg.
 Virginia Bch, VA  1,494,124    384,600   2,150,000        -0-
                 ___________ __________ ___________ __________
                 $15,216,610 $4,929,924 $26,938,123 $2,850,898
                 =========== ========== =========== ==========

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
               MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                         SCHEDULE III, CONTINUED
                REAL ESTATE AND ACCUMULATED DEPRECIATION
                           SEPTEMBER 30, 1996




Column A                  Column E (1) (2)              Column F
________            _________________________________   ________
                       Gross Amt at Which Carried
                          September 30, 1996             Accum.
                               Bldg, Equip             Deprecia-
Descript.              Land     & Improv.     Total      tion
<S>                 <C>         <C>         <C>        <C>
__________          __________ ___________  __________ __________

Industrial Bldg.
 Ramsey, NJ         $   52,639  $1,123,839  $1,176,478 $  496,432
Shopping Cntr.
 Somerset, NJ           55,182   1,062,395   1,117,577    648,406
Industrial Bldg.
 Monaca, PA            330,773   1,672,262   2,003,035    779,931
Industrial Bldg.
 Monsey, NY            119,910   1,707,553   1,827,463    707,476
Industrial Bldg.
 Orangeburg, NY        694,720   2,977,372   3,672,092    366,307
Industrial Bldg.
 S.Brunswick, NJ     1,128,000   4,087,400   5,215,400    459,633
Industrial Bldg.
 Greensboro, NC        327,100   1,853,700   2,180,800    203,565
Industrial Bldg.
 Jackson, MS           218,000   1,233,500   1,451,500    125,645
Industrial Bldg.
 Franklin, MA          566,000   4,148,000   4,714,000    265,886
Industrial Bldg.
 Witchita, KS          268,000   1,518,000   1,786,000     97,322
Industrial Bldg.
 Urbandale, IA         310,000   1,758,000   2,068,000    112,688
Industrial Bldg.
 Richland, MS          211,000   1,195,000   1,406,000     76,600
Industrial Bldg.
 O'Fallon, MO          264,000   3,302,000   3,566,000    126,867
Industrial Bldg.
 Virginia Bch, VA      384,600   2,150,000   2,534,600     27,564
                    __________ ___________ ___________ __________
                    $4,929,924 $29,789,021 $34,718,945 $4,494,322
                    ========== =========== =========== ==========


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

        MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                  SCHEDULE III, CONTINUED
         REAL ESTATE AND ACCUMULATED DEPRECIATION
                    SEPTEMBER 30, 1996




Column A                  Column G  Column H   Column I
________                  ________  ________   ________
                          Date of
                          Construc.   Date      Deprec.
Descrp.                   tion      Acquired     Life
<S>                       <C>       <C>        <C>
________                  ________  ________   _______

Industrial Bldg.
 Ramsey, NJ                 1969      1969       7-40
Shopping Cntr.
 Somerset, NJ               1970      1970       10-33
Industrial Bldg.
 Monaca, PA                 1977      1977*      5-31.5
Industrial Bldg.
 Monsey, NY                 1965      1980       30-31.5
Industrial Bldg.
 Orangeburg,NY              1990      1993       31.5
Industrial Bldg.
 S.Brunswick,NJ             1974      1993       31.5
Industrial Bldg.
 Greensboro,NC              1988      1993       31.5
Industrial Bldg.
 Jackson, MS                1988      1993       39
Industrial Bldg.
 Franklin, MA               1969      1994       39
Industrial Bldg.
 Witchita, KS               1974      1994       39
Industrial Bldg.
 Urbandale, IA              1985      1994       39
Industrial Bldg.
 Richland, MS               1986      1994       39
Industrial Bldg.
 O'Fallon, MO               1989      1994       39
Industrial Bldg.
 Virginia Bch, VA           1976      1996       39

*Buildings and improvements reacquired in 1986.
</TABLE>


                              Page 44

     <PAGE>
     <TABLE>
     <CAPTION>


                     MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                                  SCHEDULE III
                  REAL ESTATE AND ACCUMULATED DEPRECIATION (CONT'D)




     (1)Reconciliation

                                                FIXED ASSETS

                                     9/30/96        9/30/95       9/30/94

     <S>                           <C>            <C>           <C>
     Balance-Beginning of Year     $32,153,886    $28,470,788   $18,483,260
                                    __________    ___________   ___________

      Additions:
        Acquisitions                 2,534,600      3,566,000     9,974,000
        Improvements                    30,459        117,098       163,115
                                   ___________    ___________   ___________

      Total Additions                2,565,059      3,683,098    10,137,115
                                   ___________    ___________   ___________
      Deductions:
        Cost of Real Estate Sold           -0-            -0-       149,587
                                   ___________    ___________   ___________

     Balance-End of Year(1)        $34,718,945    $32,153,886   $28,470,788
                                   ===========    ===========   ===========


                                             ACCUMULATED DEPRECIATION

                                     9/30/96        9/30/95      9/30/94

     Balance-Beginning of Year     $ 3,642,542    $ 2,859,285   $ 2,287,310
                                   ___________    ___________   ___________

        Depreciation                   851,780        783,257       625,629
        Deletions                          -0-            -0-       (53,654)
                                   ___________    ___________   ___________

     Balance-End of Year           $ 4,494,322    $ 3,642,542   $ 2,859,285
                                   ===========    ===========   ===========


     </TABLE>





                    MONMOUTH REAL ESTATE INVESTMENT
CORPORATIO
                              NOTES TO SCHEDULE III
                                  SEPTEMBER 30,

     <PAGE>
     <TABLE>
     <CAPTION>

     (1)  Reconciliation


                                         1996        1995          1994

     <S>                            <C>          <C>          <C>
     Balance - Beginning of Year    $32,153,886  $28,470,788  $18,483,260
                                    ___________  ___________  ___________

     Additions:
       Ramsey, New Jersey                   -0-       81,953          -0-
       Somerset, New Jersey                 -0-       10,784       70,914
       Monaca, Pennsylvania               4,725       21,361       60,778
       Monsey, New York                  25,734        3,000       26,907
       Morris Plains, New Jersey            -0-          -0-        4,516
       Orangeburg, New York                 -0-          -0-          -0-
       South Brunswick, New Jersey          -0-          -0-          -0-
       Greensboro, North Carolina           -0-          -0-          -0-
       Jackson, Mississippi                 -0-          -0-          -0-
       Franklin, Massachusetts              -0-          -0-    4,714,000
       Wichita, Kansas                      -0-          -0-    1,786,000
       Urbandale, Iowa                      -0-          -0-    2,068,000
       Richland, Mississippi                -0-          -0-    1,406,000
       O'Fallon, Missouri                   -0-    3,566,000          -0-
       Virginia Beach, Virginia       2,534,600          -0-          -0-
                                    ___________  ___________  ___________

           Total Additions            2,565,059    3,683,098   10,137,115
                                    ___________  ___________  ___________
     Retirement/Sales
       Morris Plains, NJ                    -0-          -0-     (149,587)
                                    ___________  ___________  ___________

                                    $34,718,945  $32,153,886  $28,470,788
                                    ===========  ===========  ===========


     (2)   The aggregate cost for Federal tax purposes approximates
           historical cost.



     </TABLE>







                                  Page 46

     <PAGE>


                                    SIGNATURES


     Pursuant  to the requirements of Section 13 of 15(d) 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.

                             MONMOUTH REAL ESTATE INVESTMENT CORPORATION



     Date:  Dec. 11, 1996    By:     /S/Eugene W. Landy
                                     Eugene W. Landy, President


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


     Date:  Dec. 11, 1996    By:     /S/Eugene W. Landy
                                     Eugene W. Landy, President and Director

     Date:  Dec. 11, 1996    By:     /S/Ernest V. Bencivenga
                                     Ernest V. Bencivenga, Treasurer and
                                         Director

     Date:  Dec. 11, 1996    By:     /S/Anna T. Chew
                                     Anna T. Chew, Controller and Director

     Date:  Dec. 11, 1996    By:     /S/Daniel D. Cronheim
                                     Daniel D. Cronheim, Director

     Date:  Dec. 11, 1996    By:     /S/Boniface DeBlasio
                                     Boniface DeBlasio, Director

     Date:  Dec. 11, 1996    By:     /S/Ara K. Hovnanian
                                     Ara K. Hovnanian, Director

     Date:  Dec. 11, 1996    By:     /S/Charles P. Kaempffer
                                     Charles P. Kaempffer, Director

     Date:  Dec. 11, 1996    By:     /S/Samuel A. Landy
                                     Samuel A. Landy, Director

     Date:  Dec. 11, 1996    By:     /S/W. Dunham Morey
                                     W. Dunham Morey, Director

     Date:  Dec. 11, 1996    By:     /S/Robert G. Sampson
                                     Robert G. Sampson, Director


                                     Page 47




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MONMOUTH REAL ESTATE INVESTMENT CORPORATION AS OF
AND FOR THE YEAR ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         244,394
<SECURITIES>                                   607,975
<RECEIVABLES>                                  552,091
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,528,129
<PP&E>                                      34,718,945
<DEPRECIATION>                               4,494,322
<TOTAL-ASSETS>                              32,538,076
<CURRENT-LIABILITIES>                        1,026,095
<BONDS>                                     15,216,610
                                0
                                          0
<COMMON>                                        38,009
<OTHER-SE>                                  16,071,373
<TOTAL-LIABILITY-AND-EQUITY>                32,538,076
<SALES>                                              0
<TOTAL-REVENUES>                             4,629,683
<CGS>                                                0
<TOTAL-COSTS>                                  589,171
<OTHER-EXPENSES>                             1,392,233
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,252,180
<INCOME-PRETAX>                              1,396,099
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,396,099
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,396,099
<EPS-PRIMARY>                                      .39
<EPS-DILUTED>                                      .39
        

</TABLE>


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