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                                   Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549

                                    FORM S-3D
                             REGISTRATION STATEMENT
                        Under The Securities Act of l933

                   MONMOUTH REAL ESTATE INVESTMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Maryland
         (State or other jurisdiction of incorporation or organization)

                                   22-1897375
                      (I.R.S. Employer Identification No.)

   Juniper Business Plaza, Suite 3-C, 3499 Route 9 North, Freehold, New Jersey
                                      07728
      (Address, including zip code, and telephone number, including area of
                    registrant's principal executive offices)

  Eugene W. Landy, Esq., Juniper Business Plaza, Suite 3-C, 3499 Route 9 North,
                           Freehold, New Jersey 07728
          (Name and Address, including zip code, of agent for service)

                           Telephone No. 732-577-9996
          (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public is  as  soon  as
possible after the effective date of the Registration Statement.

If  the only securities being registered on this Form are being offered pursuant
to    dividend  or   interest reinvestment   plans,  please  check the following
box: ___

If  any of the securities being registered on this Form are to be offered  on  a
delayed  or  continuous basis pursuant to Rule 145 under the Securities  Act  of
1933, other than securities offered only in connection with dividend or interest
reinvestment plan, check the following box:    ____

Title of Each Class            Proposed Maximum   Proposed Maximum   Amount of
Of Securities    Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered       Unit*              Price              Fee


Common Shares     2,000,000    $8.62              $17,240,000        $1,394.72

*Estimated  solely for the purpose of determining the registration fee  pursuant
to  Rule  457(c) and based upon the average of the high and low  prices  on  the
NASDAQ National Market System on November 21, 2003.

THE  REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR  DATES
AS  MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A  FURTHER  AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE IN ACCORDANCE  WITH  SECTION  8(a)  OF  THE
SECURITIES  ACT  OF  1933  OR  UNTIL THIS REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION  8(a),
MAY DETERMINE.



PROSPECTUS

           MONMOUTH REAL ESTATE INVESTMENT CORPORATION

                     Juniper Business Plaza
                  Suite 3-C, 3499 Route 9 North
                   Freehold, New Jersey 07728
                          732-577-9996

          DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

     The  Dividend  Reinvestment and  Stock  Purchase  Plan  (the
"Plan")  of Monmouth Real Estate Investment Corporation ("MREIC")
described  herein  provides holders of MREIC's Shares  of  Common
Stock  ("Shares of Common Stock" or "Shares") with a  simple  and
convenient  method of investing cash dividends and optional  cash
payments in additional Shares of Common Stock without payment  of
any  trading fees or service charge.  The Shares are  listed  and
traded on NASDAQ under the symbol "MNRTA."

     The  proceeds  of  dividends  reinvested  in  the  Plan  and
optional  cash  payments will be used to purchase original  issue
Shares of Common Stock from MREIC.  The price of Shares of Common
Stock  purchased  with  reinvested dividends  and  optional  cash
payments will be 95% of the market price (see Question 16).

     Participants in the Plan may:

       -  Automatically  reinvest cash dividends  on  all  Shares
       registered in their names.

       -   Automatically reinvest cash dividends on less than all
       of  the  Shares registered in their names and continue  to
       receive cash dividends on the remaining Shares.

       -   Invest by making optional cash payments at any time of
       not  less  than $500 per payment nor more than $1,000  per
       month,  unless a Request for Waiver has been  accepted  by
       MREIC  pursuant to Question 12 herein, whether or not  any
       dividends  on Shares registered in the participant's  name
       are  being  reinvested.  Optional cash  payments  will  be
       invested monthly, generally on the Investment Date.

     Holders  of  Shares of Common Stock who  do  not  choose  to
participate in the Plan will continue to receive cash  dividends,
as declared, in the usual manner.

     IT  IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE
REFERENCE.

     MREIC reserves the right to terminate the Plan at any time.

     The  Plan  does  not represent a change in MREIC's  dividend
policy  or  a  guarantee  of  future dividends.   Dividends  will
continue to depend on earnings, financial requirements, and other
factors.






     This Prospectus relates to up to 2,000,000 Shares of Class A
Common Stock with $.0l par value.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE
COMMISSION  OR  ANY STATE SECURITIES COMMISSION PASSED  UPON  THE
ACCURACY  OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION  TO
THE CONTRARY IS A CRIMINAL OFFENSE.

NO  DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO  GIVE
ANY  INFORMATION OR TO MAKE ANY REPRESENTATION OTHER  THAN  THOSE
CONTAINED  IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH  OTHER
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON  AS  HAVING
BEEN   AUTHORIZED  BY  MREIC.   NEITHER  THE  DELIVERY  OF   THIS
PROSPECTUS  NOR  ANY  SALE  MADE  HEREUNDER  SHALL,   UNDER   ANY
CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT  THERE  HAS  BEEN  NO
CHANGE  IN  THE  AFFAIRS OF MREIC SINCE THE  DATE  HEREOF.   THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY MREIC OR ANY AGENT  OF
MREIC  OR  ANY  OTHER PERSON TO SELL SECURITIES IN ANY  STATE  IN
WHICH SUCH OFFER WOULD BE UNLAWFUL.  THIS PROSPECTUS RELATES ONLY
TO  THE  SHARES OF MREIC OFFERED HEREBY AND IS NOT TO  BE  RELIED
UPON  IN  CONNECTION  WITH THE PURCHASE  OR  SALE  OF  ANY  OTHER
SECURITIES OF MREIC.

THE  ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED  ON
OR  ENDORSED THE MERITS OF THIS OFFERING.  ANY REPRESENTATION  TO
THE CONTRARY IS UNLAWFUL.

          The date of this Prospectus is ______, 2003.



                        TABLE OF CONTENTS

AVAILABLE INFORMATION                                           1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                 1
THE COMPANY                                                     3
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN                                                            3
PURPOSE                                                         3
ADVANTAGES                                                      3
ADMINISTRATION                                                  4
ELIGIBILITY                                                     4
PARTICIPATION                                                   5
OPTIONAL CASH PAYMENTS                                          6
WAIVER OF MAXIMUM LIMITS                                        7
PURCHASES                                                       8
COSTS                                                           9
DIVIDENDS                                                       9
REPORTS TO PARTICIPANTS                                         9
CERTIFICATES FOR SHARES                                         9
WITHDRAWAL FROM THE PLAN                                       10
OTHER INFORMATION                                              11
NEITHER MREIC NOR THE AGENT CAN ASSURE YOU OF A PROFIT OR
PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED UNDER THE
PLAN                                                           12
SPECIAL RULES TO PROTECT MREIC'S STATUS AS A QUALIFIED REAL
ESTATE INVESTMENT TRUST ("REIT") UNDER THE PROVISIONS OF THE
INTERNAL REVENUE CODE                                          13
USE OF PROCEEDS                                                13
EXPERTS                                                        14
INDEMNIFICATION                                                14




                    AVAILABLE INFORMATION

     MREIC  is subject to the informational requirements  of
the  Securities  Exchange  Act  of  1934,  as  amended  (the
"Exchange  Act"), and in accordance therewith files  reports
and  other  information  with the  Securities  and  Exchange
Commission   ("Commission")  relating   to   its   business,
financial position, results of operations and other matters.
Information as of particular dates concerning the  Directors
is  disclosed  in  proxy statements.   Such  reports,  proxy
statements  and  other information can be inspected  at  the
Public  Reference  Room of the Commission,  Room  1024,  450
Fifth Street, N.W., Washington, D.C.; and at certain of  its
Regional  Offices,  located at Room 1204,  Everett  McKinley
Dirksen   Building,  219  South  Dearborn  Street,  Chicago,
Illinois; Room 1102, Federal Building, 26 Federal Plaza, New
York, New York; and 5757 Wilshire Boulevard, Suite 500 East,
Los  Angeles, California.  Please call the Commission at  1-
800-SEC-0330 for further information on the operation of the
public  reference rooms.  Our filings with  the  Commission,
including  the  Registration Statement with respect  to  the
Shares of Common Stock offered hereby, are also available to
you on the SEC's website (http://www.sec.gov).  We also have
a  website (www.mreic.com) through which you may access  our
recent  filings with the Commission.  Information  contained
on our website is not part of this prospectus.  In addition,
you  may  look  at  our filings with the Commission  at  the
offices  of the NASDAQ Stock Market, Inc., which is  located
at  1500  Broadway, New York, New York 10036.   Our  filings
with the Commission are available at the NASDAQ because  our
Common  Stock is listed and traded on the NASDAQ  under  the
symbol "MNRTA."

     MREIC  has  filed  with the Commission  a  Registration
Statement  under the Securities Act of 1933 with respect  to
the  Shares of Common Stock offered hereby.  This Prospectus
does  not contain all of the information set forth  in  such
Registration Statement, certain parts of which  are  omitted
in   accordance  with  the  rules  and  regulations  of  the
Commission.   For further information pertaining  to  MREIC,
the Shares of Common Stock and related matters, reference is
made  to such Registration Statement, including the exhibits
incorporated  therein  by  reference  or  filed  as  a  part
thereof.

       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     As  the  successor  to Monmouth Real Estate  Investment
     Corporation,   a   Delaware   corporation    ("Monmouth
     Delaware"),   MREIC  incorporates  by   reference   the
     documents listed below:

     -   The  Annual  Report  of  Monmouth  Delaware  as  of
     December   31,  2002  on  Form  10-K  filed  with   the
     Commission on December 23, 2002.

     -   The  Quarterly  Report on  Form  10-Q  of  Monmouth
     Delaware  as of September 30, 2002, as filed  with  the
     Commission on February 13, 2003.

     -   The  Quarterly  Report on  Form  10-Q  of  Monmouth
     Delaware  as  of  March 31, 2003,  as  filed  with  the
     Commission on May 14, 2003.

     -   Our  Quarterly Report on Form 10-Q as of  June  30,
     2003, as filed with the Commission on August 13, 2003.




     -  The Current Report on Form 8-K of Monmouth Delaware,
     as filed with the Commission on November 18, 2002.

     -  The Current Report on Form 8-K of Monmouth Delaware,
     as filed with the Commission on February 28, 2003.

     -  The Current Report on Form 8-K of Monmouth Delaware,
     as filed with the Commission on April 4, 2003.

     -   Our  Current Report on Form 8-K, as filed with  the
     Commission on May 15, 2003.

     -   Our  Current Report on Form 8-K, as filed with  the
     Commission on May 20, 2003.

     -   Our  Current Report on Form 8-K, as filed with  the
     Commission on May 21, 2003.

     -   The  description of MREIC's Shares, $.01 par value,
     which  is  contained in a registration statement  filed
     under  the  Exchange Act, including  any  amendment  or
     reports   filed  for  the  purpose  of  updating   such
     description.

     -   All  documents filed by MREIC pursuant to  Sections
     13(a), 13(c), 14 or 15(d) of the Exchange Act after the
     date of this Prospectus and prior to the termination of
     the  offering  to which this Prospectus  relates  shall
     also  be deemed to be incorporated by reference in this
     Prospectus and to be a part of this Prospectus from the
     date of the filing of such documents.

     The  foregoing documents incorporated by  reference  in
this  Prospectus (not including exhibits to the  information
that are incorporated by reference unless such exhibits  are
specifically incorporated by reference into the  information
that  this Prospectus incorporates) will be provided without
charge  to  each person to whom a prospectus  is  delivered,
upon  written  or  oral  request of  such  person,  made  to
Shareholder  Relations,  Monmouth  Real  Estate   Investment
Corporation, Juniper Business Plaza, Suite 3-C, 3499 Route 9
North, Freehold, New Jersey 07728 (telephone number 732-577-
9996).

     No  person has been authorized to give any information,
or to make any representations other than those contained in
this  Prospectus  or referred to herein, and,  if  given  or
made,  such other information or representation must not  be
relied  upon  as  having  been authorized  by  MREIC.   This
Prospectus  does not constitute an offer or solicitation  by
anyone  in any state in which such offer or solicitation  is
not authorized, or in which the person making such offer  or
solicitation is not qualified to do so, or to any person  to
whom it is unlawful to make such offer or solicitation.  The
delivery of this Prospectus at any time does not imply  that
information  herein is correct as of any time subsequent  to
the date hereof.



      This  Prospectus relates to the Shares of Common Stock
of  MREIC  registered  for  sale  under  the  Plan.   It  is
suggested  that  this  Prospectus  be  retained  for  future
reference.

                         THE COMPANY

     MREIC  is  a  corporation organized under the  laws  of
Maryland.   MREIC's principal executive offices are  located
at  Juniper Business Plaza, Suite 3-C, 3499 Route  9  North,
Freehold, New Jersey 07728.  MREIC's telephone number is 732-
577-9996.

          DESCRIPTION OF THE DIVIDEND REINVESTMENT
                   AND STOCK PURCHASE PLAN

     The  Dividend Reinvestment and Stock Purchase Plan (the
"Plan")  for holders of Shares of Common Stock of  MREIC  is
set forth in the following questions and answers:

     For  further  information concerning the  Plan,  please
address correspondence:

                    Shareholder Relations
         Monmouth Real Estate Investment Corporation
              Juniper Business Plaza, Suite 3-C
                     3499 Route 9 North
                 Freehold, New Jersey 07728

                           PURPOSE

1.   What is the purpose of the Plan?

     The purpose of the Plan is to provide holders of record
of  Shares  of  Common Stock of MREIC with a convenient  and
economical way of investing cash dividends and optional cash
payments in Shares of Common Stock of MREIC at a 5% discount
from the market price prior to investment (see Question  16)
and  without payment of any trading fees or service  charge.
Since  such  Shares of Common Stock will be  purchased  from
MREIC,   MREIC  will  receive  additional  funds   to   make
investments in real estate and for other purposes.

                         ADVANTAGES

2.   What are the advantages of the Plan?

     By participating in the Plan:

          -  You may purchase Shares of Common Stock at a 5%
          discount  from the market price (see Question  16)
          of  Shares of Common Stock of MREIC by reinvesting
          cash  dividends  on all or less than  all  of  the
          Shares of Common Stock registered in your name.

          -   You  may purchase additional Shares of  Common
          Stock at the same discount by making optional cash
          payments  at  any time of not less than  $500  per
          payment  nor more than $1,000 per month, unless  a
          Request  for  Waiver has been  accepted  by  MREIC
          pursuant to Question 12 herein.



          -   You  pay no trading fees or service charge  in
          connection with investments under the Plan.

          -   Recordkeeping is simplified under the Plan  by
          the  provision of a statement of account  to  each
          participant.

          -  You are assured safekeeping of Shares of Common
          Stock    credited   to   your   account    because
          certificates are not issued unless requested.

                       ADMINISTRATION

3.   Who administers the Plan?

     Mellon  Bank, N.A. (the "Agent") administers  the  Plan
and  certain administrative support will be provided by  its
affiliate,  Mellon Investor Services, a registered  transfer
agent.   On behalf of participants, the Agent keeps records,
sends   statements  of  account  after  each   purchase   to
participants and performs other duties relating to the Plan.
The  Agent  purchases Shares of Common Stock from  MREIC  as
agent for participants in the Plan and credits the shares to
the accounts of the individual participants.

      Effective January 1, 2004, administration of the  Plan
will  transfer  to American Stock Transfer &  Trust  Company
("AST").   AST will perform all of the duties of the  Agent.
AST can be contacted effective January 1, 2004, by phone  at
1-888-556-0426,  via its website at www.amstock.com,  or  by
mail  at  P.O. Box 922, Wall Street Station, New  York,  New
York 10269-0560.

                         ELIGIBILITY

4.   Who is eligible to participate?

     (a)  Shareholders of Record

          All  holders  of record of Shares of Common  Stock
          are eligible to participate in the Plan.

     (b)  Beneficial Owners of Shares of Common Stock

          Beneficial  owners, whose Shares of  Common  Stock
          are  registered in names other than their own (for
          instance,  in  the  name  of  a  broker  or   bank
          nominee),  may not participate in the reinvestment
          of  cash dividends on such Shares of Common Stock.
          Nevertheless, the shareholder, all of whose Shares
          of  Common  Stock  are in street name  or  nominee
          name, may participate in the optional cash payment
          provisions  by  completing  and  sending  in   the
          Authorization  Card  certifying  that  he   is   a
          shareholder of MREIC.

5.   How is the Plan to be interpreted?

     Any  question of interpretation arising under the  Plan
will  be determined by MREIC and any such determination will
be final.




                        PARTICIPATION

6.   How do Holders of Shares of Common Stock join the Plan?

     A  holder of record of Shares of Common Stock may  join
the   Plan  at  any  time  by  completing  and  signing   an
Authorization  Card  and returning  it  to  the  Agent.   An
Authorization Card may be obtained at any time by writing to
Monmouth   Real   Estate  Investment  Corporation,   Juniper
Business Plaza, Suite 3-C, 3499 Route 9 North, Freehold, New
Jersey 07728.

7.   What does the Authorization Card provide?

     If  you  check the appropriate box on the Authorization
Card,  you  may elect "Full Dividend Reinvestment"  and  the
Agent  will  apply all cash dividends on all the  Shares  of
Common  stock then or subsequently registered in your  name,
together  with  any  optional  cash  payments,  toward   the
purchase of Shares of Common Stock.

     If you elect to reinvest dividends on only a portion of
your  Shares of Common Stock, you should check the  "Partial
Dividend Reinvestment" box on the Authorization Card and the
Agent  will  reinvest cash dividends on only the  number  of
whole   Shares   of  Common  Stock  you   specify   on   the
Authorization   Card,  together  with  any   optional   cash
payments, toward the purchase of Shares of Common Stock, and
will pay cash dividends on the rest of your Shares.

     If   the   "Optional   Cash  Payments"   box   on   the
Authorization Card is checked, you will continue to  receive
cash  dividends  on  Shares of Common  Stock  in  the  usual
manner,  but the Agent will apply any optional cash  payment
received  with the Authorization Card or with  a  subsequent
payment form (see Question 11) to the purchase of Shares  of
Common Stock under the Plan.

     The Authorization Card also provides a certification to
be  signed by beneficial owners whose Shares of Common Stock
are  held  in street or nominee name who wish to participate
in the optional cash payment provisions.

     The  Agent  will reinvest automatically any  subsequent
dividends  on  the Shares of Common Stock credited  to  your
account  under the Plan.  The Plan, in other words, operates
so  as  to reinvest dividends on a cumulative basis  on  the
Shares of Common Stock designated on your Authorization Card
and  on  all Shares of Common Stock accumulated and held  in
your Plan account, until you specify otherwise by notice  in
writing  delivered to the Agent or withdraw  from  the  Plan
altogether,  or until the Plan is terminated.  See  Question
29  for the consequences of sales of Shares of Common  Stock
subject to the Plan.

8.   What are my options under the Plan?

     By  marking the appropriate spaces on the Authorization
Card, you may choose among the following investment options:

     -   To  reinvest  cash dividends automatically  on  all
     Shares  of Common Stock now and subsequently registered
     in  your  name at 95% of the market price (see Question
     16 for a description of how this is computed).




     -   To  reinvest cash dividends automatically  on  less
     than  all  of the Shares of Common Stock registered  in
     your name (a specified number of full shares) at 95% of
     the  market  price  and  to continue  to  receive  cash
     dividends on the remaining Shares of Common Stock.

     -   To  invest by making optional cash payments at  any
     time  in any amount not less than $500 per payment  nor
     more than $1,000 per month, unless a Request for Waiver
     has  been  accepted by MREIC pursuant  to  Question  12
     herein,   whether  or  not  any  dividends  are   being
     automatically reinvested, at 95% of the market price.

9.   May I change options under the Plan?

     Yes.  You may change options under the Plan at any time
by  completing  and  signing a new  Authorization  Card  and
returning it to the Agent.  The answer to Question  6  tells
how  to obtain an Authorization Card.  Any change concerning
the  reinvestment of dividends must be received by the Agent
prior to the record date for a dividend (see Question 10) in
order for the change to become effective with that dividend.

10.  When will investment of dividends respecting Shares  of
Common Stock start?

     If  your  Authorization Card is received by  the  Agent
prior  to  the  record date for determining the  holders  of
shares  entitled to receive the next dividend,  reinvestment
of your dividends will commence with the next dividend.  The
record  dates for dividend payments on the Shares of  Common
Stock  are generally on or about February l5, May l5, August
l5  and November l5.  If your Authorization Card is received
subsequent  to  the  record  date,  reinvestment   of   your
dividends  (or  designated portion thereof) will  not  start
until payment of the next following dividend.

                   OPTIONAL CASH PAYMENTS

11.  How does the cash payment option work?

     Each  participant in the Plan may invest in  additional
Shares  of Common Stock by making optional cash payments  at
any  time.   Participants in the Plan have no obligation  to
make  any optional cash payments.  Optional payments may  be
made  at irregular intervals and the amount of each optional
payment  may vary, but no optional payment may be less  than
$500  and the total optional payments invested by each owner
of  Shares of Common Stock may not exceed $1,000 per  month,
unless  a  Request  for Waiver has been  accepted  by  MREIC
pursuant to Question 12 herein.

     An  optional  cash payment may be made by  enclosing  a
check  or  money  order  with the  Authorization  Card  when
enrolling  and  thereafter by forwarding a  check  or  money
order  to  the  Agent  with a payment  form  which  will  be
attached  to  each statement of account.  Checks  and  money
orders  must be in United States dollars and should be  made
payable to "Mellon Bank, N.A.". No interest will be paid  on
optional  cash  payments  held  by  the  Agent  pending  the
purchase of Shares of Common Stock.  (See Questions  14  and
15).




      Effective  January  1, 2004, AST will  administer  the
Optional  Cash  Payments (see Question  3).  The  Plan  will
continue  as  described above with AST.   Checks  and  money
orders  should continue to be in United States dollars  and,
after  January 1, 2004, should be made payable to  "American
Stock Transfer & Trust Company".

     Optional cash payments must be received by the Agent by
the  tenth (10th) day of each calendar month.  Cash payments
received  by  the  Agent subsequent to  that  date  will  be
applied to the next month's optional investment.

                  WAIVER OF MAXIMUM LIMITS

12.  May I make an optional cash payment in excess of $1,000
per month?

     Optional cash investments in excess of $1,000 per month
may  be  made only pursuant to a Request for Waiver accepted
by  MREIC.  Participants who wish to submit an optional cash
investment in excess of $1,000 for any Investment Date  must
obtain  the  prior approval of MREIC.  A Request for  Waiver
should  be  directed to Shareholder Relations at  MREIC  via
telephone  at  732-577-9996.  MREIC has sole  discretion  to
grant  any approval for optional cash investments in  excess
of  the  allowable maximum amount.  In deciding  whether  to
approve  a Request for Waiver, MREIC will consider  relevant
factors  including,  but not limited to,  MREIC's  need  for
additional  funds,  the  attractiveness  of  obtaining  such
additional  funds  through  the  sale  of  Common  Stock  as
compared  to  other  sources of funds,  the  purchase  price
likely to apply to any sale of Common Stock, the participant
submitting  the  request,  the extent  and  nature  of  such
participant's prior participation in the Plan, the number of
Shares  of  Common Stock held of record by such participant,
and  the  aggregate amount of optional cash  investments  in
excess  of  $1,000 for which Requests for Waiver  have  been
submitted  by all participants.  If Requests for Waiver  are
submitted for any Investment Date for an aggregate amount in
excess of the amount MREIC is then willing to accept,  MREIC
may honor such requests in order of receipt, pro rata or  by
any  other  method that MREIC determines to be  appropriate.
With regard to optional cash investments made pursuant to  a
Request  for  Waiver,  the  Plan  does  not  provide  for  a
predetermined maximum limit on the amount that a participant
may invest or on the number of shares that a participant may
purchase.

     MREIC   does   not  anticipate  approving  any   single
participant  Requests for Waiver to purchase more  than  one
percent (1%) of the outstanding shares of MREIC.  MREIC will
generally grant Requests for Waiver where the participant is
requesting to make one optional cash investment in  lieu  of
making  a  series of investments over the next  twelve  (12)
month  period and so specifies in the participant's  written
request.

     In  no event will MREIC be able to issue more shares in
total than the number of shares registered for sale.




                          PURCHASES

13.   What is the source of Shares of Common Stock purchased
under the Plan?

     Shares  of  Common Stock purchased under the Plan  come
from  authorized  but unissued Shares  of  Common  Stock  of
MREIC.  Shares will not be purchased in the open market.

14.  When  will  dividends  and optional  cash  payments  be
     invested in Shares of Common Stock?

     Reinvestment of dividends will be made on the date when
the  dividend  becomes  payable.  Participants  will  become
owners of Shares of Common Stock purchased under the Plan as
of  the  date of purchase.  Optional cash payments  must  be
received by the Agent by the tenth (10th) day of each month.
Optional  cash  will be invested monthly on  the  Investment
Date.

15.  What is the Investment Date?

     The  Investment Date for dividends will be the Dividend
Payment  Date.   Dividend payment dates are generally  March
15,  June  15,  September 15 and December 15.  For  optional
cash  payments,  the Investment Date will  be  the  Dividend
Payment Date in months having dividends payable or otherwise
on  the  fifteenth (15th) of each month.  If  an  Investment
Date  falls on a Saturday, Sunday or holiday, the Investment
Date will be the next following business day.

16.   What  will be the price of Shares purchased under  the
Plan?

     The  Officers  of  MREIC will determine  the  price  of
Shares  to be purchased.  It is intended that the  price  of
Shares  to  be purchased will be at a 5% discount  from  the
market price (as defined below).

     The  Shares  of Common Stock are traded on the  NASDAQ.
The  Officers of MREIC will fix the reinvestment price at  a
discount price equal to 95% of the market price.  The  price
at  which the Shares of Common Stock will be purchased  will
be  the  higher of 95% of the average of the daily high  and
low sale prices of MREIC's Common Stock on the NASDAQ on the
four  trading  days including and preceding  the  Investment
Date  or 95% of the average of the high and low sale  prices
of  MREIC's  Common  Stock on the NASDAQ on  the  Investment
Date.  In the event there is no trading in the Shares, or if
for  any  reason  MREIC  and the Agent  have  difficulty  in
determining  the price of Shares to be purchased  under  the
Plan,  then MREIC, on consultation with the Agent, will  use
such   other  public  report  or  sources  as  MREIC   deems
appropriate   to  determine  the  market   price   and   the
appropriate 5% discount.  If the reinvestment price involves
a  decimal which is not equal to one-eighth of a point,  the
reinvestment price will be rounded up to the next higher one-
eighth of a point.

17.  How will the number of Shares of Common Stock purchased
for me be determined?

     The  number  of  Shares of Common Stock  that  will  be
purchased for you on any Investment Date will depend on  the
amount  of your dividends to be invested, the amount of  any
optional cash payments and the applicable purchase price  of
the  Shares  of Common Stock that results from dividing  the
aggregate  amount of dividends and optional payments  to  be
invested  by the applicable purchase price.  Partial  Shares
will  be  credited to your account.  At any  time  when  you
withdraw  from  the  Plan  or  request  all  Shares  to   be
transferred to your name, the partial share will be paid  in
cash.




                            COSTS

18.   Are  there any costs to me for my purchases under  the
Plan?

     There  are  no trading fees for purchases of Shares  of
Common  Stock  under the Plan because Shares  are  purchased
directly  from  MREIC.  All costs of administration  of  the
Plan will be paid by MREIC.  Brokers and nominees may impose
charges  or  fees  in  connection  with  their  handling  of
participation in the Plan by nominee and fiduciary accounts.

                          DIVIDENDS

19.   Will dividends be paid on Shares of Common Stock  held
in my Plan account?

     Yes.   Any cash dividends declared on Shares of  Common
Stock are automatically reinvested in additional shares  and
credited to your account.

                   REPORTS TO PARTICIPANTS

20.  What reports will be sent to participants in the Plan?

     Following  each purchase of Shares of Common Stock  for
your  account,  the Agent will mail to you  a  statement  of
account  showing amounts invested, the purchase  price  (see
Question  16),  the  number of Shares purchased,  and  other
information  for  the year to date.  Each  participant  will
receive  a  Form 1099 showing income reportable for  Federal
income  tax  purposes following the final purchase  in  each
calendar year (see Question 29).  These statements are  your
record  of the cost of your purchases and should be retained
for  income tax and other purposes.  In addition, during the
year you will receive copies of the same communications sent
to all other holders of Shares of Common Stock.

                   CERTIFICATES FOR SHARES

21.   Will I receive certificates for Shares of Common Stock
purchased under the Plan?

     Shares of Common Stock purchased by the Agent for  your
account  will  be  registered in the  name  of  the  Agent's
nominee and certificates for such Shares will not be  issued
to you until requested.  The total number of Shares credited
to  your account will be shown on each statement of account.
This custodial service helps to protect you against the risk
of loss, theft or destruction of stock certificates.

     Certificates for any number of whole Shares credited to
your  account will be issued to you at any time upon written
request to the Agent.  Cash dividends with respect to Shares
represented  by certificates issued to you will continue  to
be  automatically  reinvested.  Any  remaining  Shares  will
continue to be credited to your account.




     If the written request to the Agent is for certificates
to  be  issued for all Shares credited to your account,  any
partial share will be paid in cash.

     Certificates  for  partial shares will  not  be  issued
under any circumstances.

22.   May  Shares  of  Common Stock in my  Plan  account  be
pledged?

     No.   You  must  first  request that  certificates  for
Shares  credited to your Plan account be issued to you  (see
Question 21) before you can pledge such Shares.

23.   In  whose  name  will certificates be  registered  and
issued?

     When  issued,  certificates for Shares of Common  Stock
will be registered in the name in which your Plan account is
maintained.  For holders of record, this generally  will  be
the  name  or  names  in which your Share  certificates  are
registered at the time you enroll in the Plan.  Upon written
request,  Shares will be registered in any other name,  upon
the presentation to the Agent of evidence of compliance with
all  applicable transfer requirements (including the payment
of any applicable transfer taxes).

                  WITHDRAWAL FROM THE PLAN

24.  When may I withdraw from the Plan?

     You  may  withdraw from the Plan at any time.  If  your
request  to withdraw is received by the Agent prior  to  the
record  date for determining the holders entitled to receive
the next dividend respecting any Shares of Common Stock held
by  you, your request will be processed following receipt of
the  request  by the Agent.  If your request to withdraw  is
received  by  the  Agent subsequent to the record  date  for
determining  the  holders  entitled  to  receive  the   next
dividend  respecting such Shares of Common Stock but  before
payment of the dividend, the dividend will be reinvested for
your  account  and  your  request  for  withdrawal  will  be
processed promptly thereafter.

     After your request for withdrawal has become effective,
all  dividends will be paid in cash to you unless and  until
you re-enroll in the Plan, which you may do at any time.

25.  How do I withdraw from the Plan?

     In order to withdraw from the Plan, please complete the
tear-off portion of any Plan statement and send it to Mellon
Investor  Services,  P.O. Box 3338,  South  Hackensack,  New
Jersey 07606-1938.  When you withdraw from the Plan, or upon
termination  of the Plan by MREIC, certificates  for  Shares
credited  to your account under the Plan will be  issued  to
you.  Any partial share will be paid in cash.

      Effective  January 1, 2004, withdrawal from  the  Plan
will  be managed through AST.  The process remains the  same
as  described  in  the  above paragraph,  but  the  tear-off
portion  of  the Plan statement should be sent  to  American
Stock  Transfer & Trust Company, P.O. Box 922,  Wall  Street
Station, New York, New York 10269-0560.




                      OTHER INFORMATION

26.   What  happens if I sell or transfer Shares  of  Common
Stock registered in my name?

     If you dispose of all Shares of Common Stock registered
in  your name, the dividends on the Shares credited to  your
Plan account will continue to be reinvested until you notify
the Agent that you wish to withdraw from the Plan.

27.  What happens if MREIC issues a stock dividend, declares
     a stock split or has a rights offering?

     Any  stock  dividends  or split shares  distributed  by
MREIC  on  Shares  of  Common Stock credited  to  your  Plan
account  will be added to your account.  Stock dividends  or
split shares distributed on Shares of Common Stock for which
you  hold certificates will be mailed directly to you in the
same manner as to shareholders who are not participating  in
the Plan.

     In a regular rights offering, as a holder of record you
will receive rights based upon the total number of Shares of
Common Stock owned; that is, the total number of Shares  for
which  you hold certificates and the total number of  Shares
held in your Plan account.

28.   Can  I  vote shares in my Plan account at meetings  of
shareholders?

     Yes.  You will receive a proxy for the total number  of
Shares  of Common Stock held, both the Shares for which  you
hold  certificates and those credited to your Plan  account.
The total number of Shares of Common Stock held may also  be
voted in person at a meeting.

     If  the  proxy  is not returned or if  it  is  returned
unsigned, none of your Shares of Common Stock will be  voted
unless you vote in person.

29.   What  are  the  Federal  income  tax  consequences  of
participation in the Plan?

     Under  Internal Revenue Service rulings  in  connection
with similar plans, dividends reinvested will be treated  as
taxable  notwithstanding  the dividends  are  reinvested  in
stock.  Under prior Internal Revenue Service rulings, it was
assumed  the 5% discount was also taxable.  Recent  Internal
Revenue  Service rulings suggest that the 5%  is  a  reduced
taxable basis for the shares received.  Shareholders  should
consult their own tax consultant on the proper tax treatment
of the discount.

     Distributions  of  real  estate investment  trusts  are
treated  as dividends to the extent a real estate investment
trust  has  earnings  and  profits for  Federal  income  tax
purposes.   To the extent that the amount so distributed  by
MREIC  exceeds  the  current and  accumulated  earnings  and
profits  of MREIC, such excess would be treated for  Federal
income   tax  purposes  as  a  return  of  capital  to   the
shareholder.   Each  participant will receive  a  Form  1099
showing  total dividend income, the amount of any return  of
capital  distribution and the amount  of  any  capital  gain
dividend for the year.




      The  holding period of Shares of Common Stock acquired
under the Plan, whether purchased with dividends or optional
cash  payments, will begin on the day following the date  on
which the Shares were purchased for your account.

     As  a participant in the Plan you will not realize  any
taxable  income  when  you receive  certificates  for  whole
Shares  credited to your account, either upon  your  request
for such certificates or upon withdrawal from or termination
of  the  Plan.   However, you will recognize  gain  or  loss
(which, for most participants, will be capital gain or loss)
when  whole  Shares  acquired under the  Plan  are  sold  or
exchanged  after your withdrawal from or the termination  of
the Plan.  If such gain or loss is capital, it will be long-
term  capital gain or loss if the shares sold are  held  for
more  than one year and will be short-term capital  gain  or
loss if the Shares sold are held for one year or less.

30.  What is the responsibility of MREIC and the Agent under
the Plan?

     Neither  MREIC  nor  the Agent  nor  its  nominees,  in
administering the Plan, will accept liability  for  any  act
done  in  good faith or for any good faith omission to  act,
including,  without  limitation,  any  claim  of   liability
arising  out of failure to terminate a participant's account
upon such participant's death prior to receipt of notice  in
writing of such death.

  NEITHER MREIC NOR THE AGENT CAN ASSURE YOU OF A PROFIT OR
  PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED UNDER THE
                            PLAN.

31.   How  are income tax withholding provisions applied  to
participants?

     In  the case of foreign participants who elect to  have
their  dividends  reinvested or who elect to  make  optional
cash  payments  and  whose dividends are subject  to  United
States  income  tax  withholding, an  amount  equal  to  the
dividends payable to such participants who elect to reinvest
dividends,  or the amount of the optional cash payment  made
by  a  participant, less the amount of tax  required  to  be
withheld,  will be applied by the Agent to the  purchase  of
Shares  of  Common  Stock.  A Form  1042S,  mailed  to  each
foreign participant after the final purchase of the calendar
year, will show the amount of tax withheld in that year.   A
Form  1099  will be mailed to domestic participants  in  the
event that Federal income tax withholding is imposed in  the
future on dividends to domestic participants.

32.  May the Plan be changed or discontinued?

     MREIC   reserves  the  right  to  modify,  suspend   or
terminate  the  Plan  at  any time.  All  participants  will
receive  notice of any such action.  Any such  modification,
suspension  or  termination  will  not,  of  course,  affect
previously  executed transactions.  MREIC also reserves  the
right  to  adopt,  and  from  time  to  time  change,   such
administrative  rules and regulations (not  inconsistent  in
substance  with  the basic provisions of the  Plan  then  in
effect)  as  it  deems  desirable  or  appropriate  for  the
administration of the Plan.  The Agent reserves the right to
resign at any time upon reasonable written notice to MREIC.




     The purpose of the Plan is to provide shareholders with
a  systematic  and convenient method of investing  dividends
and optional cash payments for long-term investment.  Use of
the Plan for any other purpose is prohibited.

     MREIC  reserves  the  right  to  return  optional  cash
payments to subscribing shareholders if, in MREIC's opinion,
the  investment is not consistent with the purposes  of  the
Plan.   Shareholders  who  establish  multiple  accounts  to
circumvent  the  $1,000  per month limit  on  optional  cash
investments  are  subject to MREIC's  right  to  return  all
optional cash payments.

          ________________________________________

     After  the closing of the offering, all investors  will
be  provided annually with financial statements of  Monmouth
Real  Estate  Investment Corporation,  including  a  balance
sheet  and  the  related statements of income, shareholders'
equity   and  cash  flows,  accompanied  by  an  independent
auditors'  report  stating that an audit of  such  financial
statements  has  been  made  in  accordance  with   auditing
standards  generally  accepted  in  the  United  States   of
America, stating the opinion of the auditor with respect  to
the financial statements.

 SPECIAL RULES TO PROTECT MREIC'S STATUS AS A QUALIFIED REAL
ESTATE INVESTMENT TRUST ("REIT") UNDER THE PROVISIONS OF THE
                    INTERNAL REVENUE CODE

     MREIC reserves the right not to issue shares under  the
Plan  to  any  shareholder holding more than 3%  of  MREIC's
Shares.   These  shareholders may  use  the  Plan  both  for
dividend reinvestment and for optional cash payments but  no
Shares  will  be issued to any shareholder if  the  issuance
could  provide for the disqualification of MREIC as  a  REIT
under  the  provisions of the Internal  Revenue  Code.   The
decision of MREIC in this regard is final and the particular
shareholders' only right shall be the return of any optional
cash payment and the return of dividends in cash.

     MREIC  also reserves the right to return optional  cash
payments to subscribing shareholders if, in MREIC's opinion,
the  investment is not consistent with the purposes  of  the
Plan.   This  provision  would cover shareholders  who  sell
short shares on the NASDAQ and use the optional cash payment
solely   for   purposes  of  attempting  to  earn   the   5%
differential.  This provision can also be invoked to prevent
any shareholder from creating multiple optional cash payment
accounts.    The   purpose  of  the  Plan  is   to   provide
shareholders  with  a  systematic and convenient  method  of
investing dividends and optional cash payments for long-term
investment.   Use  of  the Plan for  any  other  purpose  is
prohibited.

                       USE OF PROCEEDS

     MREIC has no basis for estimating precisely either  the
number of Shares of Common Stock that ultimately may be sold
pursuant to the Plan or the prices at which such Shares will
be  sold.   However, MREIC proposes to use the net  proceeds
from  the  sale  of Shares of Common Stock pursuant  to  the
Plan,  when  and  as received, to make investments  in  real
estate and for other purposes.  MREIC considers the Plan  to
be  a  cost-effective means of expanding its equity  capital
base  and furthering its investment objectives while at  the
same time benefiting holders of Shares of Common Stock.



                           EXPERTS

     The  financial statements and schedule of MREIC  as  of
September 30, 2002 and 2001 and for each of the years in the
three-year  period  ended September 30,  2002,  included  in
MREIC's  Annual Report on Form 10-K, have been  incorporated
by  reference  herein and in the registration  statement  in
reliance  upon the report of KPMG LLP, independent auditors,
incorporated by reference herein, and upon the authority  of
said firm as experts in accounting and auditing.

     Mr. Eugene Landy has delivered an opinion regarding the
legality  of the Shares offered hereby.  Mr. Landy  is  also
the Chief Executive Officer and a director of MREIC and owns
approximately 5% of the outstanding Shares of MREIC.

                       INDEMNIFICATION

     The  Maryland General Corporation Law ("MGCL") requires
a  corporation, unless its charter provides otherwise, which
MREIC's charter does not, to indemnify a director or officer
who  has been successful, on the merits or otherwise, in the
defense  of  any proceeding to which the person  is  made  a
party by reason of his or her service in that capacity.  The
MGCL  permits  a  corporation to indemnify its  present  and
former  directors and officers, among others, in  connection
with  any  proceeding to which they may be made a  party  by
reason  of their service in those or other capacities unless
certain  conditions  are established.  MREIC's  Articles  of
Incorporation  provide for indemnification of directors  and
officers  to  the  full extent permitted  or  allowed  under
Maryland   law.   In  addition,  MREIC  has   entered   into
indemnification agreements with its directors and certain of
its  officers  which generally provide that the  Company  is
required  to  indemnify such persons to the  fullest  extent
permitted by law.

     Insofar  as  indemnification  for  liabilities  arising
under  the  Securities  Act  of 1933  may  be  permitted  to
directors, officers or persons controlling MREIC pursuant to
the  foregoing provisions, MREIC has been informed that,  in
the  opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.



                           PART II

           INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

          Inapplicable.

Item 15.  Indemnification of Directors and Officers

       MREIC  is  organized in the State  of  Maryland.  The
Maryland   General  Corporation  Law  ("MGCL")   permits   a
corporation  to include in its charter a provision  limiting
the   liability  of  its  directors  and  officers  to   the
corporation  and its stockholders for money  damages  except
for  liability  resulting  from (i)  actual  receipt  of  an
improper  personal benefit or profit in money,  property  or
services   or   (ii)   active  and   deliberate   dishonesty
established  by  a final judgment as being material  to  the
cause of action.

       The  MGCL  requires a corporation  to  indemnify  its
present  and  former  directors or officers  who  have  been
successful,  on the merits or otherwise, in the  defense  of
any proceeding to which the person is made a party by reason
of  his or her service in that capacity. The MGCL permits  a
corporation  to  indemnify its present and former  directors
and officers in connection with any proceeding to which they
may  be made a party by reason of their service in those  or
other  capacities unless it is established that (i) the  act
or  omission  of the indemnified party was material  to  the
matter  giving rise to the proceeding and  (a) was committed
in  bad faith or (b) was the result of active and deliberate
dishonesty, (ii) the indemnified party actually received  an
improper personal benefit in money, property or services  or
(iii)   in   the  case  of  any  criminal  proceeding,   the
indemnified party had reasonable cause to believe  that  the
act or omission was unlawful.

        The   indemnification  may  be  against   judgments,
penalties,   fines,  settlements  and  reasonable   expenses
actually  incurred by the director or officer in  connection
with   the  proceeding;  provided,  however,  that  if   the
proceeding  is  one  by  or in the  right  of  the  Maryland
corporation, indemnification may not be made in  respect  of
any  proceeding  in which the director or officer  has  been
adjudged to be liable to the corporation.

       In  addition,  a director or officer  of  a  Maryland
corporation  may  not  be indemnified with  respect  to  any
proceeding  charging  improper  personal  benefit   to   the
director  or  officer in which the director or  officer  was
adjudged to be liable on the basis that personal benefit was
improperly  received. The termination of any  proceeding  by
conviction  or  upon  a  plea  of  nolo  contendere  or  its
equivalent  or  an entry of an order of probation  prior  to
judgment creates a rebuttal presumption that the director or
officer  did  not  meet the requisite  standard  of  conduct
required  for permitted indemnification. The termination  of
any  proceeding  by judgment, order or settlement,  however,
does  not create a presumption that the director or  officer
did not meet the requisite standard of conduct for permitted
indemnification.




      As a condition to advancing expenses to a director who
is  a  party  to  a proceeding, the MGCL requires  MREIC  to
obtain  (a) a written affirmation by the director or officer
of  his or her good faith belief that he or she has met  the
standard  of conduct necessary for indemnification by  MREIC
and  (b)  a written statement by or on his or her behalf  to
repay  the  amount  paid or reimbursed by  MREIC  if  it  is
ultimately determined that the standard of conduct  was  not
met.

       MREIC's Articles of Incorporation provide that  MREIC
must  indemnify its directors and officers, whether  serving
MREIC or at its request any other entity, to the full extent
required or permitted by Maryland law, including the advance
of  expenses  under the procedures and to  the  full  extent
permitted by law. MREIC's Articles of Incorporation  contain
a provision which limits a director's or officer's liability
for monetary damages to MREIC or its stockholders.

      MREIC has entered into Indemnification Agreements with
its  directors and certain officers which generally  provide
that  MREIC is required to indemnify any director or officer
who  was,  is  or  becomes a party to or  witness  or  other
participant  in:  (i) any threatened, pending  or  completed
action, suit or proceeding in which such director or officer
may  be  or may have been involved, as a party or otherwise,
by  reason  of  the fact that the director  or  officer  was
acting  in  his or her capacity as a director or officer  of
the  Company;  or (ii) any inquiry, hearing or investigation
that  such director or officer in good faith believes  might
lead  to  the  institution  of  any  such  action,  suit  or
proceeding  against  any and all expenses,  to  the  fullest
extent permitted by law.


Item 16.  Exhibits.

Exhibit
Number                        Description of Exhibit

Filed herewith:

4.1  Specimen Authorization Card - Mellon Bank N.A.

4.2  Specimen Authorization Card - American Stock
                                   Transfer & Trust
                                   Company

5    Opinion of Eugene W. Landy, Esq.

23.1 Consent of Eugene W. Landy, Esq.  (including
                                       in Exhibit 5)

23.2 Consent of KPMG LLP

24   Powers of Attorney




Item 17.  Undertakings.

          MREIC hereby undertakes:

(1)        To  file,  during any period in which  offers  or
sales  are  being made, a post-effective amendment  to  this
registration statement.

          (i)  To include any prospectus required by Section
10(a)(3)of the Securities Act of 1933.

           (ii)  To  reflect in the prospectus any facts  or
events  arising after the effective date of the registration
statement  (or  the  most  recent  post-effective  amendment
thereto)  which, individually or in the aggregate, represent
a  fundamental change in the information set  forth  in  the
registration statement;

           (iii)  To  include any material information  with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information  in  the registration statement, including  (but
not  limited  to)  any addition or deletion  of  a  managing
underwriter.

             Provided,  however,  That paragraphs  1(i)  and
(1)(ii)  of  this  section do not apply if the  registration
statement  is  on Form S-3, Form S-8 or Form  F-3,  and  the
information  required  to be included  in  a  post-effective
amendment  by  those  paragraphs is  contained  in  periodic
reports  filed  with or furnished to the Commission  by  the
registrant           pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

(2)       That, for the purpose of determining any liability
under  the  Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of  such securities at that time shall be deemed to  be  the
initial bona fide offering thereof.

(3)        To  remove from registration by means of a  post-
effective  amendment any of the securities being  registered
which remain unsold at the termination of the offering.

(4)        That, for purposes of determining liability under
the  Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d)  of
the Securities Exchange Act of 1934 that is incorporated  by
reference  in the registration statement shall be deemed  to
be  a  new registration statement relating to the securities
offered  therein, and the offering of such securities  shall
be deemed to be the initial bona fide offering thereof.




                         SIGNATURES

      Pursuant to the requirements of the Securities Act  of
1933,  the  registrant  certifies  that  it  has  reasonable
grounds to believe that it meets all of the requirements for
filing  on  Form S-3D and has duly caused this  Registration
Statement  to  be  signed on its behalf of  the  undersigned
thereunto  duly  authorized, in the  Township  of  Freehold,
State of New Jersey, on November 24, 2003.

               MONMOUTH REAL ESTATE INVESTMENT CORPORATION

               By /s/Eugene W. Landy
                     Eugene W. Landy, President and
                     Director

     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.

Signature                  Title                       Date

/s/Eugene W. Landy         President and Director    November 24, 2003
   Eugene W. Landy

/s/Cynthia J. Morgenstern  Executive Vice President  November 24, 2003
   Cynthia J. Morgenstern  and Director

/s/Louise Green            Secretary                 November 24, 2003
   Louise Green

/s/Ernest V. Bencivenga    Treasurer and Director    November 24, 2003
   Ernest V. Bencivenga

/s/Anna T. Chew            Chief Financial Officer   November 24, 2003
   Anna T. Chew            and Director

/s/Samuel A .Landy         Director                  November 24, 2003
   Samuel A. Landy

/s/John R. Sampson         Director                  November 24, 2003
   John R. Sampson

/s/Charles P. Kaempffer    Director                  November 24, 2003
   Charles P. Kaempffer

/s/Peter J. Weidhorn       Director                  November 24, 2003
   Peter J. Weidhorn

/s/Daniel D. Cronheim      Director                  November 24, 2003
   Daniel D. Cronheim

/s/Matthew I. Hirsch       Director                  November 24, 2003
   Matthew I. Hirsch

/s/Stephen B. Wolgin       Director                  November 24, 2003
   Stephen B. Wolgin




                        EXHIBIT INDEX


Exhibit
Number                        Description of Exhibit

Filed herewith:

4.1             Specimen Authorization Card -  Mellon  Bank N.A.

4.2             Specimen Authorization Card -  American Stock
                                               Transfer & Trust
                                               Company

5              Opinion of Eugene W. Landy, Esq.

23.1           Consent of Eugene W. Landy, Esq.  (including
                                                 in Exhibit 5)

23.2           Consent of KPMG LLP

24             Powers of Attorney




                         EXHIBIT 4.1

       Specimen Authorization Card - Mellon Bank, N.A.

AUTHORIZATION CARD

MONMOUTH   REAL   ESTATE  INVESTMENT  CORPORATION   DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN

I wish to participate in the Dividend Reinvestment and Stock
Purchase  Plan (the "Plan") for the purchase  of  whole  and
partial  shares of Common Stock ("Shares") of Monmouth  Real
Estate Investment Corporation (the "Company") as follows:

           FULL  DIVIDEND REINVESTMENT.  I want to  reinvest
dividends  on all Shares now or hereafter registered  in  my
name   and   on  all  Shares  held  for  me  by   the   Plan
Administrator.  I may also make optional cash deposits.

          PARTIAL DIVIDEND REINVESTMENT.  I want to reinvest
cash dividends on only ________ Shares registered in my name
and  want  my  cash dividends on the rest of my  Shares.   I
understand that dividends on all Shares held for me  by  the
Plan  Administrator will be reinvested.   I  may  also  make
optional cash deposits.

           OPTIONAL CASH DEPOSITS ONLY.  I want to make only
optional cash deposits.  I do not want to reinvest dividends
on   Shares  registered  in  my  name.   I  understand  that
dividends   on  all  Shares  held  for  me   by   the   Plan
Administrator will be reinvested.  My check in the amount of
$___________ is enclosed.

My participation is subject to the provisions of the Plan as
set  forth in the Prospectus relating to the Shares  offered
pursuant to the Plan.

________________________            ______________________

Social Security or Tax I.D. No.    Date

_________________________           ______________________

Print Name(s) of Registered Owner(s)    Signature(s) of
                                        Registered owner(s)

FOR  INITIAL ENROLLMENT ONLY:  Make checks payable to Mellon
Bank, N.A. and mail to P.O. Box 3339, South Hackensack,  New
Jersey 07606-1939.

SHAREHOLDERS  ALL OF WHOSE SHARES ARE IN NOMINEE  OR  STREET
NAME  ONLY  MAY ELECT OPTIONAL CASH PAYMENTS.  CERTIFICATION
ON THE REVERSE OF CARD MUST BE COMPLETED.




OWNER CERTIFICATION OF SHARES IN STREET OR NOMINEE NAME  AND
ENROLLMENT IN PLAN

(TO BE USED ONLY BY SHAREHOLDERS ALL OF WHOSE SHARES ARE  IN
NOMINEE OR STREET NAME)

Name of Broker or Nominee Holding Shares for Shareholder:

___________________________________________________________

Number of Shares held by Broker or Nominee:  ______________

I wish to make optional cash payments to the Plan.  My check
in the amount of $______ is enclosed.  My Plan Account is to
be maintained as follows (PLEASE PRINT):

___________________________________________________________

Name      Street         City           State          Zip

______________________________
Social   Security/Tax  I.D.  No.
                                   _________________________
                                    Date

I  HEREBY  CERTIFY  THAT I AM THE OWNER  OF  THE  SHARES  OF
MONMOUTH REAL ESTATE INVESTMENT CORPORATION INDICATED ABOVE.



                                   _________________________
                                    Signature

IF  ADDRESS  IS  NOT PROPERLY SHOWN, PLEASE  CORRECT  BEFORE
RETURNING.

THIS IS NOT A PROXY.




                         EXHIBIT 4.2

   Specimen Authorization Card - American Stock Transfer &
                                 Stock Company

AUTHORIZATION CARD

MONMOUTH   REAL   ESTATE  INVESTMENT  CORPORATION   DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN

I wish to participate in the Dividend Reinvestment and Stock
Purchase  Plan (the "Plan") for the purchase  of  whole  and
partial  shares of Common Stock ("Shares") of Monmouth  Real
Estate Investment Corporation (the "Company") as follows:

           FULL  DIVIDEND REINVESTMENT.  I want to  reinvest
dividends  on all Shares now or hereafter registered  in  my
name   and   on  all  Shares  held  for  me  by   the   Plan
Administrator.  I may also make optional cash deposits.

          PARTIAL DIVIDEND REINVESTMENT.  I want to reinvest
cash dividends on only ________ Shares registered in my name
and  want  my  cash dividends on the rest of my  Shares.   I
understand that dividends on all Shares held for me  by  the
Plan  Administrator will be reinvested.   I  may  also  make
optional cash deposits.

           OPTIONAL CASH DEPOSITS ONLY.  I want to make only
optional cash deposits.  I do not want to reinvest dividends
on   Shares  registered  in  my  name.   I  understand  that
dividends   on  all  Shares  held  for  me   by   the   Plan
Administrator will be reinvested.  My check in the amount of
$___________ is enclosed.

My participation is subject to the provisions of the Plan as
set  forth in the Prospectus relating to the Shares  offered
pursuant to the Plan.

________________________           ________________________
Social Security or Tax I.D. No.         Date

_________________________          _________________________
Print Name(s) of Registered Owner(s)    Signature(s) of
                                        Registered owner(s)

FOR  INITIAL  ENROLLMENT  ONLY:   Make  checks  payable   to
American Stock Transfer & Trust Company, P.O. Box 922,  Wall
Street Station, New York, New York 10269-0560.

SHAREHOLDERS  ALL OF WHOSE SHARES ARE IN NOMINEE  OR  STREET
NAME  ONLY  MAY ELECT OPTIONAL CASH PAYMENTS.  CERTIFICATION
ON THE REVERSE OF CARD MUST BE COMPLETED.





OWNER CERTIFICATION OF SHARES IN STREET OR NOMINEE NAME  AND
ENROLLMENT IN PLAN

(TO BE USED ONLY BY SHAREHOLDERS ALL OF WHOSE SHARES ARE  IN
NOMINEE OR STREET NAME)

Name of Broker or Nominee Holding Shares for Shareholder:

___________________________________________________________

Number of Shares held by Broker or Nominee:  ______________

I wish to make optional cash payments to the Plan.  My check
in the amount of $______ is enclosed.  My Plan Account is to
be maintained as follows (PLEASE PRINT):

___________________________________________________________

Name      Street         City           State          Zip

______________________________
Social Security/Tax I.D. No.

                                   _________________________
                                   Date

I  HEREBY  CERTIFY  THAT I AM THE OWNER  OF  THE  SHARES  OF
MONMOUTH REAL ESTATE INVESTMENT CORPORATION INDICATED ABOVE.



                                   _________________________
                                   Signature

IF  ADDRESS  IS  NOT PROPERLY SHOWN, PLEASE  CORRECT  BEFORE
RETURNING.

THIS IS NOT A PROXY.




                          Exhibit 5


                    EUGENE W. LANDY, ESQ.
                   Juniper Business Plaza
                          Suite 3-C
                     3499 Route 9 North
                 Freehold, New Jersey 07728
                        732-577-9996


                                   November 24, 2003



Monmouth Real Estate Investment Corporation
Juniper Business Plaza
Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728

Gentlemen:

      I  have  acted  as  counsel to  Monmouth  Real  Estate
Investment  Corporation  (the "Corporation")  in  connection
with the Registration Statement of the Corporation on Form S-
3D  (the "Registration Statement"), under the Securities Act
of  1933,  as  amended,  for the registration  of  2,000,000
Shares  of  Common Stock, $.0l par value, of the Corporation
(the  "Shares").   The  Shares are to be  issued  under  and
pursuant  to  the  provisions of the Corporation's  Dividend
Reinvestment  and Stock Purchase Plan (the "Plan").   Except
as  otherwise defined herein, capitalized terms  herein  are
used herein as defined in the Registration Statement.

     For purposes of our opinion, I have examined and relied
upon:

      (a)   A  copy of the Articles of Incorporation of  the
Corporation,   as   amended  to  date  (the   "Articles   of
Incorporation");

      (b)   A  copy of resolutions adopted by the  Board  of
Directors  of the Corporation at a meeting held on September
23,  2003,  authorizing the issuance and sale of the  Shares
pursuant to the Plan and related matters, certified  by  the
Assistant Secretary of the Corporation; and

     (c)  The Registration Statement, including the Plan.

       Based   on   the   foregoing  and  subject   to   the
qualifications stated in the penultimate paragraph  of  this
opinion, it is my opinion:



      (1)  The Corporation has been duly established and  is
existing   under  its  Articles  of  Incorporation   as   an
incorporated Maryland corporation and has made  all  filings
required to be made under Maryland law.

      (2)  The Shares have been duly authorized and reserved
for  issuance  and, when issued and paid for  in  accordance
with  the  Plan,  will  be validly issued,  fully  paid  and
nonassessable by the Corporation.

      I  hereby consent to the filing of this opinion as  an
Exhibit to the Registration Statement.

                              Very truly yours,



                              /s/Eugene W. Landy
                                 Eugene W. Landy



EWL:ec






                        EXHIBIT 23.2

                INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Monmouth Real Estate Investment Corporation



      We  consent  to  incorporation  by  reference  in  the
Registration  Statement  on Form  S-3D,  pertaining  to  the
Monmouth   Real   Estate  Investment  Corporation   Dividend
Reinvestment  and  Stock Purchase Plan of our  report  dated
December  18,  2002,  relating  to  the  balance  sheets  of
Monmouth  Real Estate Investment Corporation as of September
30,  2002  and  2001 and the related statements  of  income,
shareholders' equity, and cash flows for each of  the  years
in  the three-year period ended September 30, 2002, and  the
related schedule, which report appears in the September  30,
2002  Annual  Report  on Form 10-K of Monmouth  Real  Estate
Investment  Corporation, and to the reference  to  our  firm
under the heading "Experts" in the prospectus.



                              /s/ KPMG LLP
                                  KPMG  LLP

Short Hills, New Jersey
November 24, 2003




                         EXHIBIT 24
                     POWERS OF ATTORNEY

      We, the undersigned Officers and Directors of Monmouth
Real   Estate   Investment  Corporation,  hereby   severally
constitute  Eugene  W. Landy and Ernest V.  Bencivenga,  and
each  of  them singly, our true and lawful; attorneys,  with
full  power to them and each of them to sign for us, and  in
our  names  in the capacities indicated below, any  and  all
registration   statements  and  amendments  to  registration
statements filed with the Securities and Exchange Commission
for  the  purpose of registering Shares of Common  Stock  of
Monmouth  Real Estate Investment Corporation  to  be  issued
pursuant  to the Monmouth Real Estate Investment Corporation
Dividend  Reinvestment  and  Stock  Purchase  Plan,   hereby
ratifying  and  confirming our signatures  as  they  may  be
signed   by  our  said  attorneys  to  any  and   all   said
registration   statements  and  amendments  to  registration
statements.

     WITNESS our hands on the date set forth below.

Signature           Title                         Date

 /s/Eugene W. Landy        President and Director    November 24, 2003
   Eugene W. Landy

/s/Cynthia J. Morgenstern  Executive Vice President  November 24, 2003
   Cynthia J. Morgenstern  and Director

/s/Louise Green            Secretary                 November 24, 2003
   Louise Green

/s/Ernest V. Bencivenga    Treasurer and Director    November 24, 2003
   Ernest V. Bencivenga

/s/Anna T. Chew            Chief Financial Officer   November 24, 2003
   Anna T. Chew            and Director

/s/Samuel A .Landy         Director                  November 24, 2003
   Samuel A. Landy

/s/John R. Sampson         Director                  November 24, 2003
   John R. Sampson

/s/Charles P. Kaempffer    Director                  November 24, 2003
   Charles P. Kaempffer

/s/Peter J. Weidhorn       Director                  November 24, 2003
   Peter J. Weidhorn

/s/Daniel D. Cronheim      Director                  November 24, 2003
   Daniel D. Cronheim

/s/Matthew I. Hirsch       Director                  November 24, 2003
   Matthew I. Hirsch

/s/Stephen B. Wolgin       Director                  November 24, 2003
   Stephen B. Wolgin