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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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

For the quarterly period ended December 31, 2003

OR

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

For the transition period from _____________ to ____________

For the Quarter ended Commission File
December 31, 2003 No 2-29442

MONMOUTH REAL ESTATE INVESTMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)

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

3499 Route 9 North, Suite 3-C, Freehold, NJ 07728
(Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code: (732) 577-9997


- -----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)

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 and 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 mark whether the registrant is an accelerated
filer (as defined in Rule 125-2 of the Exchange Act) Yes _X_
No ___

The number of shares or other units outstanding of each of the
issuer's classes of securities as of February 1, 2004 was
15,959,027.





MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARY
FOR THE QUARTER ENDED DECEMBER 31, 2003


C O N T E N T S


Page No

Part I - Financial Information

Item 1- Financial Statements (Unaudited):

Consolidated Balance Sheets 3

Consolidated Statements of Income 4

Consolidated Statements of Cash Flows 5

Notes to Consolidated Financial
Statements 6-8
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 9-13
Item 3- Quantitative and Qualitative
Disclosures About Mark Risk

There have been no material changes to
information required regarding
quantitative and qualitative
disclosures about market risk from the
end of the preceding year to the date
of this Form 10-Q.

Item 4- Controls and Procedures 12

Part II - Other Information 14

Signatures 15

Page 2





MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2003 (UNAUDITED) AND SEPTEMBER 30, 2003


(Unaudited)
December 31, September 30,
2003 2003
_____________ ______________

ASSETS
Real Estate Investments:
Land $ 25,426,213 $ 25,426,213
Buildings, Improvements and
Equipment, Net of Accumulated
Depreciation of $18,391,730 and
$17,429,990, respectively 126,652,522 127,344,122
___________ ___________
Total Real Estate Investments 152,078,735 152,770,335

Cash and Cash Equivalents 835,677 1,070,556
Securities Available for Sale at
Fair Value 22,833,128 25,421,551
Interest and Other Receivables 1,711,422 1,364,885
Prepaid Expenses 120,114 117,450
Investment in Hollister '97, L.L.C. 900,399 900,399
Financing Costs, Net of Accumulated
Amortization 1,153,995 1,193,157
Lease Costs, Net of Accumulated
Amortization 185,648 108,539
Other Assets 711,341 227,002
___________ ___________
TOTAL ASSETS 180,530,459 183,173,874
=========== ===========
LIABILITIES AND SHAREHOLDERS'EQUITY
Liabilities:
Mortgage Notes Payable $ 89,496,587 $ 90,909,299
Loans Payable 8,351,219 12,324,926
Other Liabilities 1,830,090 1,626,360
___________ ___________
Total Liabilities 99,677,896 104,860,585
___________ ___________
Shareholders' Equity:
Common Stock -$.01 Par Value,
20,000,000 Shares Authorized,
15,393,026 and 15,090,649
Shares Issued and Outstanding,
Respectively 153,929 150,906
Excess Stock -$.01 Par Value,
100,000 Shares Authorized, No
Shares Issued or Outstanding -0- -0-
Additional Paid-In Capital 79,119,373 76,657,545
Accumulated Other Comprehensive
Income 2,356,001 2,829,839
Loans to Officers, Directors & Key
Employees (1,325,001) (1,325,001)
Undistributed Income 548,261 -0-
___________ ___________
Total Shareholders' Equity 80,852,563 78,313,289
___________ ___________
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $180,530,459 $183,173,874
=========== ===========


Unaudited
See Accompanying Notes to Consolidated Financial Statements

Page 3







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002

December 31,
2003 2002
________ ________

INCOME:

Rental and Occupancy $4,614,085 $4,259,035
Charges
Interest and Dividend 465,794 326,125
Income
Gain on Securities
Available 1,340,565 245,305
For Sale Transactions,
net
Other Income 10,510 565
___________ ___________

TOTAL INCOME 6,430,954 4,831,030

EXPENSES:
Interest Expense 1,688,490 1,691,164
Management Fees 73,448 61,370
Real Estate Taxes 336,237 273,804
Operating Expenses 155,812 159,176
Professional Fees 14,928 21,742
Office and General Expense 445,416 354,487
Depreciation 961,740 830,859
___________ ___________

TOTAL EXPENSES 3,676,071 3,392,602
___________ ___________

NET INCOME 2,754,883 1,438,428

NET INCOME - PER SHARE
Basic $ .18 $ .12

=========== ===========

Diluted $ .18 $ .12

=========== ===========
WEIGHTED AVERAGE
SHARES OUTSTANDING
Basic 15,202,448 12,448,528
=========== ===========
Diluted 15,301,939 12,465,082
=========== ===========


Unaudited
See Accompanying Notes to Consolidated Financial Statements




Page 4






MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002

2003 2002
_____ _____
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $2,754,883 $1,438,428
Noncash Items Included in Net Income:
Depreciation 961,740 830,859
Amortization 54,592 43,790
Stock Compensation Expense 2,274 -0-
Gain on Sales of Securities
Available for Sale (1,340,565) (245,305)
Changes In:
Interest and Other Receivables (346,537) (198,348)
Prepaid Expenses (2,664) (184,754)
Other Assets and Lease Costs (576,400) 680,124
Other Liabilities 203,730 29,374
___________ ___________
NET CASH PROVIDED BY OPERATING
ACTIVITIES 1,711,053 2,394,168
___________ ___________
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to Land, Buildings,
Improvements and Equipment (270,140) (19,211,606)
Purchase of Securities Available for Sale (1,882,225) (711,990)
Proceeds from Sale of Securities
Available for Sale 5,337,375 1,139,029
___________ ___________
NET CASH PROVIDED BY/USED IN INVESTING
ACTIVITIES 3,185,010 (18,784,567)
___________ ___________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Loans 3,178,280 3,465,000
Principal Payments on Loans (7,151,987) (3,230,226)
Proceeds from Mortgages -0- 14,150,000
Principal Payments on Mortgages (1,412,712) (1,175,633)
Financing Costs on Debt (478) (197,975)
Proceeds from Issuance of Common Stock 1,594,364 3,837,953
Proceeds from Exercise of Stock Options -0- 39,750
Dividends Paid (1,338,409) (1,104,811)
___________ ___________
NET CASH USED IN/PROVIDED BY FINANCING
ACTIVITIES (5,130,942) 15,784,058

NET DECREASE IN CASH AND
CASH EQUIVALENTS (234,879) (606,341)
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 1,070,556 693,572
___________ ___________
END OF PERIOD 835,677 87,231
=========== ===========


Unaudited
See Accompanying Notes to Consolidated Financial Statements

Page 5





MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARY NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003

NOTE 1 - ORGANIZATION AND ACCOUNTING POLICY

The interim consolidated financial statements furnished
herein reflect all adjustments which were, in the opinion of
management, necessary to present fairly the financial position,
results of operations and cash flows at December 31, 2003 and for
all periods presented. All adjustments made in the interim
period were of a normal recurring nature. Certain footnote
disclosures which would substantially duplicate the disclosures
contained in the audited consolidated financial statements and
notes thereto included in the Annual Report of Monmouth Real
Estate Investment Corporation (the Company) for the year ended
September 30, 2003 have been omitted.

Certain reclassifications have been made to the consolidated
financial statements for the prior period to conform to the
current period presentation.

Employee Stock Options

The Company followed APB Opinion No. 25 in accounting for
its stock option plan prior to October 1, 2002, and accordingly
no compensation cost had been recognized for grants made prior to
October 1, 2002. Had compensation cost been determined
consistent with SFAS No. 123, the Company's net income and
earnings per share would have been reduced to the pro forma
amounts as follows:
Three Months Three Months
12/31/03 12/31/02
__________ __________
Net Income Prior to
Compensation Expense for
grants in FY 2003 $2,757,157 $1,438,428
Compensation Expense 2,274 -0-
__________ __________
Net Income as Reported 2,754,883 1,438,428
Compensation expenses if
the fair value method had
been applied -0- 9,750
__________ __________
Net Income Pro forma $2,754,883 $1,428,678
========== ==========
Net Income per share -
Basic and Diluted as
reported $ 0.18 $ 0.12

Net Income per share -
Basic Pro forma $ 0.18 $ 0.12
Diluted Pro forma $ 0.18 $ 0.11


Page 6




NOTE 1 - ORGANIZATION AND ACCOUNTING POLICY, (CONT'D.)

The Company adopted the fair value recognition provisions of
SFAS No. 123, "Accounting for Stock Based Compensation" on
October 1, 2002. Under the prospective method of adoption
selected by the Company under the provisions of SFAS No. 148,
"Accounting for Stock Based Compensation, Transition and
Disclosure", compensation costs of $2,274 have been recognized in
the three months ended December 31, 2003, as the Company granted
stock-based employee compensation during the second quarter ended
March 31, 2003.

During the three months ended December 31, 2003, no stock
options were granted. No participants exercised their stock
options, and no stock options expired. As of December 31, 2003,
there were options outstanding to purchase 500,500 shares and
735,000 shares were available for grant under the Plan.


NOTE 2 - NET INCOME PER SHARE

Basic net income per share is calculated by dividing net
income by the weighted-average number of common shares
outstanding during the period. Diluted net income per share is
calculated by dividing net income by the weighted-average number
of common shares outstanding plus the weighted-average number of
net shares that would be issued upon exercise of stock options
pursuant to the treasury stock method. Options in the amount of
99,491 shares and 16,554 shares for the three months ended
December 31, 2003 and 2002, respectively, are included in the
diluted weighted average shares outstanding.

NOTE 3 - COMPREHENSIVE INCOME

The following table sets forth the components of the
Company's comprehensive income:

Three Months

12/31/03 12/31/02
________ ________

Net Income $2,754,883 $1,438,428
Unrealized gain on securities
available for sale (474,838) (242,206)
___________ ___________

Comprehensive Income $2,280,045 $1,196,222
========== ==========


NOTE 4 - REAL ESTATE INVESTMENTS

The Company did not make any real estate acquisitions
during the quarter ended December 31, 2003. The additions to
buildings, improvements and equipment during the quarter are
primarily related to capital projects completed.

Page 7





NOTE 5 - DEBT AND SHAREHOLDERS' EQUITY

For the three months ended December 31, 2003, the Company
received $2,462,577 from the Dividend Reinvestment and Stock
Purchase Plan (DRIP). This amount includes dividend
reinvestments of $868,213. There were 302,377 shares issued
under the Plan, resulting in 15,393,026 shares outstanding.

On December 15, 2003, the Company paid $2,206,622 as a
dividend of $.145 per share to shareholders of record November
17, 2003. On January 13, 2004, the Company declared a dividend
of $.145 per share to be paid on March 15, 2004 to shareholders
of record February 17, 2004.


NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the three months ended December 31, 2003
and 2002 for interest was $1,764,777 and $1,691,164,
respectively.

During the three months ended December 31, 2003 and 2002,
the Company had dividend reinvestments of $868,213 and $710,935,
respectively, which required no cash transfers.

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

FASB Interpretation No. 46, Consolidation of Variable
Interest Entities "FIN 46" was issued in January 2003 and was
reissued as FASB Interpretation No. 46 (revised December 2003)
(FIN 46R). For public entities, FIN 46 or FIN 46R is applicable
to all special-purpose entities (SPEs) in which the entity holds
a variable interest no later than the end of the first reporting
period ending after December 15, 2003, and immediately to all
entities created after January 31, 2003. The effective dates of
FIN 46R vary depending on the type of reporting enterprise and
the type of entity that the enterprise is involved with. FIN 46
and FIN 46R may be applied prospectively with a cumulative-effect
adjustment as of the date on which it is first applied or by
restating previously issued financial statements for one or more
years with a cumulative-effect adjustment as of the beginning of
the first year restated. FIN 46 and FIN 46R provides guidance on
the identification of entities controlled through means other
than voting rights. FIN 46 and FIN 46R specifies how a business
enterprise should evaluate its involvement in a variable interest
entity to determine whether to consolidate that entity. A
variable interest entity must be consolidated by its primary
beneficiary if the entity does not effectively disperse risks
among the parties involved. Conversely, effective dispersion of
risks among the parties involved requires that a company that
previously consolidated a special purpose entity, upon adoption
of FIN 46 or FIN 46R, to deconsolidate such entity. Management
believes that this interpretation will not have a material impact
on the Company's financial statements.

NOTE 8 - SUBSEQUENT EVENTS

In January, 2004, the Company sold 500,000 shares in a
private placement to Teachers Insurance & Annuity Association -
College Retirement Equities Fund (TIAA-CREF) for cash of
$4,050,000 or $8.10 per share. The proceeds were used to pay
down the Company's outstanding credit facility and will be used
for working capital.

Page 8




MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

CHANGES IN RESULTS OF OPERATIONS

Rental and occupancy charges increased $355,050 from
$4,259,035 for the three months ended December 31, 2002 to
$4,614,085 for the three months ended December 31, 2003. The
increase was due primarily to the purchase of the Tolleson,
Arizona (November 2002), Ft. Myers, Florida (November 2002), and
the Edwardsville, Kansas (April 2003) properties during fiscal
year 2003.

Interest and dividend income increased $139,669 from
$326,125 for the three months ended December 31, 2002 to $465,794
for the three months ended December 31, 2003. The increase was
due primarily to a higher balance of securities available for
sale at December 31, 2003 as compared to December 31, 2002.
Securities available for sale at December 31, 2002 were
$14,800,002, as compared to $22,833,128 at December 31, 2003.

Gain on sales of securities available for sale increased by
$1,095,260 from $245,305 for the three months ended December 31,
2002 to $1,340,565 for the three months ended December 31, 2003.
The increase was due primarily to the Company's decision to
realize a portion of the unrealized gain in the securities
available for sale portfolio existing during the fourth quarter
of calendar 2003, and increased redemptions on the preferred
stock holdings by the issuers. Such securities were redeemed at
a premium to par.

Interest expense remained consistent at $1,691,164 for the
three months ended December 31, 2002 and $1,688,490 for the three
months ended December 31, 2003. The increase in mortgage interest
due to the purchase of the three properties in fiscal 2003 as
noted above was offset by a decrease in interest on the margin
loans due to decreasing interest rates and lower average
borrowings outstanding.

Real estate taxes increased $62,433 from $273,804 for the
three months ended December 31, 2002 to $336,237 for the three
months ended December 31, 2003. The increase is due primarily to
the purchase of the three properties in fiscal 2003 as noted
above. These properties are subject to net leases, which require
the tenants to pay all real estate taxes as well as other
operating expenses associated with the property. As such, the
Company's tenant reimbursement revenue has increased
correspondingly.

Office and general expenses increased $90,929 from $354,487
for the three months ended December 31, 2002 to $445,416 for the
three months ended December 31, 2003. The increase relates
primarily to increased compensation and personnel costs,
insurance, and franchise taxes. The Company has been expanding
its operations, including increasing the number of employees

Depreciation increased $130,881 from $830,859 for the three
months ended December 31, 2002 to $961,740 for the three months
ended December 31, 2003. The increase is due to the purchase of
the three properties in fiscal 2003.

Page 9




CHANGES IN FINANCIAL CONDITION

The Company generated net cash provided by operating
activities of $1,711,053 for the three months ended December 31,
2003 as compared to $2,394,168 for the three months ended
December 31, 2002.

Securities available for sale decreased $2,588,423 from
$25,421,551 at September 30, 2003 to $22,833,128 at December 31,
2003. The decrease is due primarily to the sale of $5,337,775 in
securities resulting in a gain on sale of $1,340,565. The
decrease was partially offset by purchases of $1,882,225.

Interest and other receivables increased $346,537 from
$1,364,885 at September 30, 2003 to $1,711,422 at December 31,
2003. The increase is due primarily to the accrual of tenant
reimbursements during the quarter.

Lease costs net of accumulated amortization increased
$77,109 from $108,539 at September 31, 2003 to $185,648 at
December 31, 2003. The increase is due primarily to commissions
paid for lease renewals at the Franklin Township, NJ, the
Greensboro, NC, the S. Brunswick, NJ and the Franklin, MA
properties, partially offset by the amortization.

Other assets increased $484,339 from $227,002 at September
30, 2003 to $711,341 at December 31, 2003. The increase is due
primarily to deposits made on potential acquisitions. The
Company anticipates acquisitions of approximately $30,000,000 in
properties during fiscal 2004, provided that funds and suitable
properties are available. To the extent that funds or
appropriate properties are not available, fewer acquisitions will
be made. Because of the contingent nature of contracts to
purchase real property, the Company announces acquisitions only
upon closing.

Mortgage notes payable decreased $1,412,712 from $90,909,299
at September 30, 2003 to $89,496,587 at December 31, 2003. The
decrease is due to principal repayments during the quarter.

Loans payable decreased $3,973,707 from $12,324,926 at
September 30, 2003 to $8,351,219 at December 31, 2003. The
decrease is due to repayments on margin loans during the quarter.
The Company sold $5,337,775 in securities available for sale
during the quarter and decreased its margin loan outstanding. In
addition, the Company repaid a loan payable at 8.12% due February
29, 2016 issued in connection with the purchase of the St.
Joseph, MO property. The note balance was $450,875 at September
30, 2003.

Other liabilities increased $203,730 from $1,626,360 at
September 30, 2003 to $1,830,090 at December 31, 2003. The
increase is due primarily to the accrual of real estate taxes
related to the property acquisitions in fiscal 2003. A
corresponding receivable of tenant reimbursement revenue was
recorded.

Page 10




CHANGES IN FINANCIAL CONDITION, (CONT'D.)

The Company raised $2,462,577 from the issuance of shares in
its Dividend Reinvestment and Stock Purchase Plan (the DRIP)
during the three months ended December 31, 2003. Gross dividends
paid for the three months ended December 31, 2003 was $2,206,622,
of which $868,213 was reinvested in the DRIP. On January 13,
2004, the Company declared its regular quarterly dividend of
$0.145 per share payable March 15, 2004 to shareholders of record
February 17, 2004.

In January, 2004, the Company issued 500,000 shares of
common stock in a private placement to Teachers Insurance &
Annuity Association-College Retirement Equities Fund (TIAA-CREF)
for cash of $4,050,000 or $8.10 per share. The proceeds of the
private placement will be used for working capital and will be
used to pay down the Company's outstanding credit facility which
had a balance of $3.3 million at December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $1,711,053 and
$2,394,168 for the three months ended December 31, 2003 and 2002,
respectively. In addition, the Company owns securities available
for sale of $22,833,128 with margin loans of $4,990,020 at
December 31, 2003. These marketable securities provide the
Company with additional liquidity. At December 31, 2003, the
Company owns thirty-three properties of which twenty-seven
carried mortgage loans totaling $89,496,587. The Company has
been raising capital through its DRIP and private placements and
investing in net leased industrial properties. The Company
believes that funds generated from operations, the DRIP, together
with the ability to finance and refinance its properties will
provide sufficient funds to adequately meet its obligations over
the next several years. Please refer to the Safe Harbor
Statement on Page 13.

The Company seeks to invest in well-located, modern
buildings leased to credit worthy tenants on long-term leases.
In management's opinion, newly built facilities leased to The
Federal Express Corporation (FDX) and its subsidiaries meet this
criteria. The Company has a concentration of FDX and FDX
subsidiary leased properties. The percentage of FDX leased
square footage as a total of our rental space is 29%. This is a
risk factor that shareholders should consider. FDX is a publicly-
owned corporation and information on its financial business
operations is readily available to the Company's shareholders.

FUNDS FROM OPERATIONS

Funds from operations (FFO), is defined as net income,
excluding gains (or losses) from sales of depreciable assets,
plus depreciation. FFO should be considered as a supplemental
measure of operating performance used by real estate investment
trusts (REITs). FFO excludes historical cost depreciation as an
expense and may facilitate the comparison of REITs which have
different cost bases. The items excluded from FFO are
significant components in understanding the Company's financial
performance.

Page 11





FUNDS FROM OPERATIONS, (CONT'D.)

FFO (1) does not represent cash flow from operations as
defined by generally accepted accounting principles; (2) should
not be considered as an alternative to net income as a measure of
operating performance or to cash flows from operating, investing
and financing activities; and (3) is not an alternative to cash
flow as a measure of liquidity. FFO, as calculated by the
Company, may not be comparable to similarly entitled measures
reported by other REITs.

The Company's FFO for the three months ended December 31,
2003 and 2002 is calculated as follows:

Three Months

12/31/03 12/31/02
________ ________

Net Income $2,754,883 $1,438,428

Depreciation
Expense 961,740 830,859
________ ________

FFO $3,716,623 $2,269,287

========== =========


The following are the cash flows provided (used) by
operating investing and financing activities for the three months
ended December 31, 2003 and 2002:

2003 2002


Operating Activities $1,711,053 $2,394,168

Investing Activities 3,185,010 (18,784,567)

Financing Activities (5,130,942) 15,784,058


CONTROLS AND PROCEDURES

The Company's President and Chief Financial Officer, with
the assistance of other members of the Company's management, have
evaluated the effectiveness of the Company's disclosure controls
and procedures as of the end of the period covered by this
Quarterly Report on Form 10-Q. Based on such evaluation, the
Company's President and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures are
effective.

The Company's President and Chief Financial Officer have
also concluded that there have not been any changes in the
Company's internal control over financial reporting that has
materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

Page 12





SAFE HARBOR STATEMENT

This Form 10-Q contains various "forward-looking statements"
within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934, and the Company intends that
such forward-looking statements be subject to the safe harbors
created thereby. The words "may", "will", "expect", "believe",
"anticipate", "should", "estimate", and similar expressions
identify forward-looking statements. These forward-looking
statements reflect the Company's current views with respect to
future events and finance performance, but are based upon current
assumptions regarding the Company's operations, future results
and prospects, and are subject to many uncertainties and factors
relating to the Company's operations and business environment
which may cause the actual results of the Company to be
materially different from any future results expressed or implied
by such forward-looking statements.

Such factors include, but are not limited to, the following:
(i) changes in the general economic climate; (ii) increased
competition in the geographic areas in which the Company
operates; (iii) changes in government laws and regulations; and
(iv) the ability of the Company to continue to identify,
negotiate and acquire properties on terms favorable to the
Company. The Company undertakes no obligation to publicly update
or revise any forward-looking statements whether as a result of
new information, future events, or otherwise.

Page 13




MONMOUTH REAL ESTATE INVESTMENT CORPORATION


PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS - None
ITEM 2: CHANGES IN SECURITIES - None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES - None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS - None
ITEM 5: OTHER INFORMATION - None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS -

31.1
CERTIFICATION OF EUGENE W. LANDY, PRESIDENT OF THE COMPANY,
PURSUANT TO SECURITIES EXCHANGE ACT RULE 13a-14(a).

31.2
CERTIFICATION OF ANNA T. CHEW, CHIEF FINANCIAL OFFICER OF
THE COMPANY, PURSUANT TO SECURITIES EXCHANGE ACT RULE 13a-
14(a).

32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002, SIGNED BY EUGENE W. LANDY, PRESIDENT AND ANNA
T. CHEW, CHIEF FINANCIAL OFFICER

(b) REPORTS ON FORM 8-K - None

Page 14





SIGNATURES




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


MONMOUTH REAL ESTATE INVESTMENT CORPORATION



Date: February 9, 2004 By: /s/ Eugene W. Landy
Eugene W. Landy
President



Date: February 9, 2004 By: /s/ Anna T. Chew
Anna T. Chew
Chief Financial Officer



Page 15