UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                          FORM 10-K
[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (C) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended March 31, 2000

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
          OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period __________ to __________

               Commission File Number  0-24282

                     Monmouth Capital Corporation
        (Exact name of registrant as specified in its charter)

              New Jersey                      21-0740878
     State or other jurisdiction of      (I.R.S. Employer
     incorporation or organization)      Identification No.)

 Juniper Business Plaza, 3499 Route 9 North, Freehold, NJ   07728
 (Address of principal executive offices)                (Zip code)

Registrant's telephone number, including area code (732) 577-9993
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
             Common Stock $1.00 par value

Indicate  by check mark whether the registrant (1) has filed
all reports  required  by  Section 13  or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12
months (or for  such shorter  period  that the registrant
was required  to  file  such reports),  and  (2) has been
subject to such filing  requirements for the past 90 days.
Yes  X    No

Indicate by check if disclosure of delinquent filers
pursuant  to Item 405 of Regulation S-K is not contained
herein, and will  not be  contained,  to  the  best  of
registrant's  knowledge,   in definitive  proxy  or  information
statements  incorporated by reference in Part III of this Form 10-K
or any amendment to  this Form 10-K. ____

The aggregate market value of voting stock held by non-
affiliates of  the  Registrant was $2,958,454 (based on
1,198,361 shares  of common  stock at $2.46875 per share,
the average of the  bid  and asked price on June 8, 2000).

The  number of shares outstanding of issuer's common stock
as  of June 8, 2000 was 1,522,280 shares.

                             -1-

<PAGE>
                           PART I

ITEM 1.   BUSINESS

General Development of Business

       Monmouth  Capital  Corporation  (the  Company)  sells
and finances  manufactured homes and owns one real estate
investment. The  Company  is  a  corporation organized in
the  State  of  New Jersey. The Company commenced operations in 1961.

       Prior  to  fiscal  1994, the Company operated  as  a
small business  investment company under the Small Business
Investment Company  Act  of  1958  and as an investment
company  under  the Investment Company Act of 1940.  As such, the
Company was able to distribute  its  income  prior to income taxes  as
dividends  to shareholders.  The Company was allowed a
deduction  from  taxable income for these distributions.

      With  shareholder  approval, the  Company  surrendered
its license  to  operate as a small business investment
company  and deregistered as an investment company.  On
January 15, 1993,  the Small  Business  Administration
approved  the  surrender  of  the Company's license.  On
July 20, 1993, the Securities and Exchange Commission
entered an Order that the Company had ceased to be  an
investment  company. Since the Company is no longer an
investment company, earnings are now fully taxable.

      Certain members of the Company's Board of Directors
manage two  real estate investment trusts. In 1995, the
Company  success fully  completed  a  Rights Offering to
its  shareholders.  The Company  raised approximately
$1,600,000 after expenses bringing total equity to
approximately $4,500,000.

Narrative Description of the Business

      During  fiscal  1994,  the Company  formed  a  wholly-
owned subsidiary,  The  Mobile Home Store, Inc., to  finance
and  sell manufactured homes.  At March 31, 2000, loans
receivable relating to   the  financing  of  manufactured
home  sales  amounted to $2,476,510.  A description of the
Company's total loan portfolio of  $2,504,804 is incorporated
herein by reference to Note  3  of the Notes to  Consolidated
Financial Statements - Loans Receivable.

                             -2-

<PAGE>

      During fiscal 2000, the Company announced that it will
exit the  manufactured home sales business since it has not
proven  to be   profitable.    The  sales  operations  were
conducted at manufactured home communities owned by United
Mobile Homes, Inc. (UMH),  a related real estate investment
trust (REIT).  Effective January 1, 2001, the Company anticipates
that UMH will take over the sales  operation,  including
inventory  and  possibly  the manufactured home loans receivable.

      On  March  31,  1994, the Company purchased  a  net
leased industrial  building in Bethlehem, Pennsylvania.
During  fiscal 2000,  this  building  was sold at a gain  of
$245,419.   As  an interim measure, the Company is investing
in securities of REITs. Based on current market conditions,
management believes that  the prices  of those REIT shares
are at a discount from the value  of the  underlying
properties.   The Company  has  purchased  these securities
on  margin  since the interest  and  dividend  yields exceed
the cost of funds.  Such securities are subject  to  risk
arising   from  adverse  changes  in  market  rates  and
prices, primarily  interest  rate risk relating to  debt
securities  and equity price risk relating to equity
securities.

Management

      The  management of the Company currently operates
Monmouth Real  Estate Investment Corporation (MREIC) and
UMH,  two  REITs.  MREIC is now specializing in net leased
industrial properties to rated tenants  on  medium  term
leases.  UMH specializes in investments  in  manufactured
home communities.  It  is intended that the Company will
invest in real estate ventures that do  not qualify under
the investment objectives of MREIC and UMH.  To the extent
that there may be conflicts of interest as to prospective
investments, the  Company may be deprived of investment
opportunities.

Environmental, Regulatory and Energy Problems

      The  Company must comply with certain Federal
Environmental Protection  Agency  Regulations  as  well  as
state and  local governmental regulations.

      In  conjunction with the sale of the Bethlehem building,
a Phase I environmental assessment was performed.  This assessment
consisted of searches of Federal and State databases to
determine potential  sources of contamination, investigation
of the  site history,  and  visual inspection.  The assessment
concluded that there  was  no  evidence to  suggest  that  the
site  has  ever experienced  a  significant  spill  or
environmental incident. Management  is  not aware of any material
environmental  problems affecting the Company.

Number of Employees

     At March 31, 2000, the Company had nine full-time employees.
A Board of Directors consisting of eight directors is responsible
for the general policies of the Company.

ITEM 2.   PROPERTIES

       The  Company  had  one  property,  located  in Bethlehem,
Pennsylvania.  This property was sold in fiscal 2000.

ITEM 3.   LEGAL PROCEEDINGS

          None.

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

          None.

                             -3-

<PAGE>

                           PART II

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

      Prior  to October 19, 1995, the shares of the Company
were traded  on  the over-the-counter market. As of October
19,  1995, the  Company's  shares are traded on the National
Association  of Securities   Dealers   Automatic Quotations
(NASDAQ)  Small Capitalization  market  under the symbol "MONM".
The per share range of high and low market during each quarter
of  the  last three fiscal years were as follows:

                2000-1999         1999-1998        1998-1997
               Market Price     Market Price     Market Price
Qtr.            High    Low      High    Low      High    Low
 First         2-3/4   2-3/8    3-1/2   2-3/4    3-5/8   2-1/2
 Second        2-3/4   2-1/8    3-3/8   2-3/4    3-5/8   3-1/4
 Third         2-5/8   2-1/4      4     2-1/2      3     2-5/8
 Fourth        2-5/8  2-5/16    3-7/8   2-1/2    2-3/4  2-11/16


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

      As  of March 31, 2000, there were approximately 423 holders of
the  Company's  common stock based on the  number  of  record owners.

      For  the  years ended March 31, 2000, 1999 and 1998, total
dividends  paid by the Company amounted to $75,710  or  $.05  per
share,  $74,666 or $.05 per share and $73,515 or $.05 per  share,
respectively.

      Future  dividend  policy  will  depend  on the  Company's earnings,
capital requirements, financial condition, availability and  cost of bank
financing and other factors considered relevant by the Board of Directors.

                         -4-
<PAGE>
<TABLE>
<CAPTION>

ITEM 6.   SELECTED FINANCIAL DATA

            FOR THE YEARS ENDED MARCH 31,

                     2000       1999       1998       1997     1996

Income Statement Data:
<S>               <C>        <C>        <C>        <C>        <C>
Total Income      $5,453,916 $5,965,265 $4,288,031 $2,788,741 $2,644,137

Total Expenses     5,685,135  6,178,666  4,242,531  2,769,531  2,267,250

Gain on Sale of
Real Estate
Investments          245,419        -0-        -0-        -0-      -0-

Income Taxes             -0-        -0-     34,239      6,700    171,308

Net Income (Loss)     14,200  (213,401)     11,261     12,510    205,579

Net Income (Loss)
   Per Share            0.01     (0.14)       0.01       0.01       0.18

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

Balance Sheet Data:

Total Assets      $9,068,788 $7,760,765 $6,855,686 $5,994,684 $5,752,047

Shareholders'
   Equity          5,273,879  5,348,223  5,518,321  5,342,174  4,706,755

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

Cash Dividends
 Per Share           $0.05      $0.05      $0.05      $0.05       $0.05

Average Number
   of Shares
 Outstanding     1,516,528  1,496,727  1,458,811  1,217,129    1,111,624

                              -5-
</TABLE>

<PAGE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATION

Liquidity and Capital Resources

Net cash provided by operating activities for the year ended
March 31, 2000 amounted to $553,657 as compared to net cash
used by  operating activities of $870,704 and $663,806 for
the  years ended  March  31, 1999 and 1998, respectively.  The
increase  in fiscal 2000 in net cash provided by operating
activities was  due primarily to a decrease in inventory and
an increase in  accounts payable  for the year.  Cash used by
operating activities remained relatively stable during 1999 and 1998.

      Securities  available  for  sale  increased  by $2,717,118
primarily  as a result of new purchases.  As an interim  measure,
the  Company  is  investing in securities  of  REITs.   Based  on
current market conditions, management believes that the prices of
those  REIT  shares  are  at a discount from  the value  of  the
underlying properties.

      Inventory  decreased by $391,761 as a result of  decreased
purchases of manufactured homes.  The Company anticipates exiting
the manufactured home sales business by January 1, 2001.

      Loans receivable decreased by $293,672 during fiscal  2000.
This  decrease was the result of principal repayments and other
decreases  of $793,403  offset by new  loans  of  $609,962.  The
Company also transferred $110,231 representing certain equipment
and  fixtures  that  collateralized a  non-performing  loan   to
Building, Improvements and Equipment.

      Loans  payable increased by $1,388,693 during fiscal  2000.
This represents the margin loan on securities available for sale.
The  Company purchased  these securities  on  margin  since  the
interest and dividend yields exceed the cost of funds.

     Inventory financing decreased by $317,532 during fiscal 2000
as a direct result of the decrease in inventory.

                         -6-

<PAGE>

Results of Operations

     Income is comprised primarily of sales of manufactured homes by
The Mobile Home Store, Inc. (MHS), the Company's wholly owned subsidiary,
interest  income  and  rental  income.  Sales of manufactured  homes
increased  from  $3,730,244   in 1998 to $5,396,530  in  1999.  MHS had
been experiencing increased  sales since its inception in fiscal 1994.
Sales of manufactured homes decreased  during fiscal 2000 to $4,759,648.
This was  primarily due to the closing of certain unprofitable sales
locations.

      Interest and dividend income increased by $57,412  during fiscal
2000 primarily due to the  purchases  of  securities available  for  sale.
Interest  and  dividend income  remained relatively stable during 1999
and 1998.

       Rental   income,  primarily  related  to  the Bethlehem, Pennsylvania
net-leased industrial building, increased by $29,613 during  fiscal 2000.
This was primarily a result of an  increase in reimbursable expenses.
Rental income decreased during  1999 due to the loss of one tenant.

      Other  income increased from $59,648 in 1998 to $82,503  in 1999 to
$121,012 in fiscal 2000 due primarily to increased income received  for
retail loan volume.  Other income in  fiscal  2000 also included a gain on
sale of securities available for sale  of $16,841.

     Cost of manufactured home sales increased from $2,849,627 in 1998 to
$4,442,148 in 1999 and decreased to $3,974,912 in fiscal 2000.  Selling
expense increased  from  $431,901  in  1998  to $490,771 in 1999 and
decreased to $474,134 in fiscal 2000.  These changes  are  directly
attributable to the  change  in  sales  of manufactured homes.

      Salaries  and employee benefits remained relatively  stable during
fiscal  2000.  Salaries and employee  benefits  increased from  $199,080  in
1998 to $318,291 in 1999  due  to  additional employees.   During 1998,
outside professionals were used  rather than employees.  There  was  a
corresponding decrease in professional fees during 1999.

      Interest expense increased from $81,289 in 1998 to $130,706 in 1999
to $152,509 in fiscal 2000.  The increase during 1999 was due  to  an
increase in inventory financing.  The increase during fiscal 2000  was due
to the purchase of securities for  sale on margin.

      Other  expenses  remained relatively stable during  fiscal 2000.
Other  expenses increased from $453,687  during  1998  to $649,905  during
1999 due to the expansion of the operations  of MHS.

     The change in income taxes was due to the changes in income.

                         -7-
<PAGE>

Year 2000

      The  Company has experienced no significant impact  of  its operations
or  its  ability  to accurately  process   financial information  due to a
Year 2000 related issue.  In addition,  the Company has no information that
indicates a significant tenant, vendor  or  service provider may be unable to
meet  their  rental obligations,  sell  goods  or provide  services  to  the
Company because  of  Year 2000  issues.  The Company  will  continue  to
monitor its operations for Year 2000 related issues.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          See Item 1.  Business

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The  financial statements and supplementary data listed in
Part IV, Item 14 (a)(1) are incorporated herein by reference  and filed
as a part of this report.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

          None.

                              -8-
<PAGE>
                        PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Several  of the Directors and Officers of the Company  also serve
as directors of Monmouth Real Estate Investment Corporation (MREIC)
and United Mobile Homes, Inc. (UMH), both publicly-owned real estate
investment trusts.


                                                         Director Since/
                       Principal Occupation                Shares Owned
Name, Age and Title      Past Five Years                  and % of Total

Ernest V.           Treasurer and Director of               1961
Bencivenga          MREIC; Secretary/Treasurer          Owns 6,417 shs
(82)                and Director of UMH.                   .42% (1)
Secretary/Treasurer
and Director

Anna T. Chew        Certified Public Accountant;            1994
(42)                Vice President, Chief               Owns 8,499 shs
Controller          Financial Officer and                  .56% (2)
and Director        Director of UMH; Controller
                    and Director of MREIC.

Boniface DeBlasio   Director of MREIC.                      1961
(79)                                                    Owns 20,452 shs
Chairman of the                                            1.34%
Board and Director

Charles P.          Self-employed investor;                 1970
Kaempffer           Director of MREIC, UMH and          Owns 15,331 shs
(63)                Community Bank of New                  1.01% (3)
Director            Jersey.

Eugene W. Landy     Attorney;  President of                 1961
(66)                MREIC; Chairman of the Board        Owns 196,435 shs
President and       of UMH.                                12.90% (4)
Director

Samuel A. Landy     Attorney;  President and                1994
(39)                Director of UMH;  Director           Owns 59,799 shs
Director            of MREIC.                               3.93% (5)

                              -9-

<PAGE>


                                                           Director Since/
                        Principal Occupation                Shares Owned
Name, Age and Title       Past Five Years                   and % of Total

Robert G. Sampson   Self-employed investor;                   1963
(74)                Director of MREIC and UMH;            Owns 16,986 shs
Director            General Partner for Sampco, Ltd.          1.12%

(1)  Includes 5,069 shares held by Mr. Bencivenga's wife.

(2)  Held jointly with Ms. Chew's husband.

(3)   Includes (a) 726 shares in joint name with Mrs.Kaempffer;
(b) 270 shares held by Mr. Kaempffer's wife; and (c)7,000 shares
in  joint  name with Mrs. Kaempffer held as Trustees for  Defined
Benefit Pension Plan.

(4)   Includes (a) 7,191  shares held by Mr. Landy's wife; (b) 32,249
shares held in the Landy & Landy Employees' Pension  Plan, of  which
Mr.  Landy is a Trustee with power to  vote;  and  (c) 68,001 shares held
in the Landy & Landy Employees' Profit Sharing Plan, of which Mr. Landy
is Trustee with power to vote.

(5)   Includes  (a) 12,231 shares held by Mr. Landy's wife;  (b)13,173
shares  in  custodial accounts for Mr. Landy's  children under  the
Uniform Gift to Minor's Act in which he disclaims  any beneficial interest,
but has power to vote; and (c) 23,845 shares in the Samuel Landy
Family Limited Partnership.

                        -10-

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

      The following Summary Compensation Table shows compensation paid
by  the Company to its chief executive officer for services rendered
during the fiscal years ended March 31, 2000, 1999  and 1998.  Because
no executive officers received total annual salary and  bonus exceeding
$100,000, only the compensation paid to  the chief  executive officer is
to be disclosed under the  Securities and Exchange Commission disclosure
requirements.

 Name and Principal Position         Annual Compensation
                           Year     Salary    Bonus    Other(1)

   Eugene W. Landy          2000    $50,000   None      $3,200
   Chief Executive          1999    $37,500   None     $15,700
   Officer                  1998     None     None     $58,200

(1)  Represents base compensation, directors' fees as
well as legal and other fees to the firm of Landy & Landy.

Report of the Compensation Committee

Overview and Philosophy

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

      The  first consideration is the overall performance of  the
Company.  The Committee believes that the financial interests  of the
executive officers should be aligned with the success of the Company and the
financial interests of its shareholders.

      The second consideration is the individual achievements made by each
officer.  The Company is relatively small.  The Committee is  aware of the
contributions made by each officer and makes  an evaluation  of individual
performance  based  on their  own familiarity with the officer.

      The  final  criteria in setting compensation is comparable wages in
the industry.

                        -11-

<PAGE>

Evaluation

     The Committee reviewed the progress made by Eugene W. Landy, Chief
Executive Officer, in locating alternative  business  and investment
opportunities. The Committee decided to continue  Mr. Landy's annual
compensation of $50,000.

Other Information

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

Comparative Performance

      The  following line graph compares the total return of  the Company's
Common  Stock for the last five fiscal  years  to  the NASDAQ  Total Return
Index and the NASDAQ Financial Stocks  Total Return Index.  The total return
reflects stock price appreciation and  dividend reinvestment for all three
comparative indices.  The information herein has been obtained from sources
believed to  be reliable,  but neither  its accuracy  nor  its  completeness  is
guaranteed.

                  Monmouth Capital     NASDAQ         NASDAQ
     Year           Corporation         Total       Financial
     1995                100            100            100
     1996                118            136            138
     1997                112            151            177
     1998                 92            229            276
     1999                 94            310            248
     2000                 89            574            237

                              -12-

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As of March 31, 2000, no person owned of record or was known by
the  Company to beneficially own more than 5% of the  shares, except
as follows:

     Name and Address               Shares Owned      Percent
     of Beneficial Owner            Beneficially      of Class

     Eugene W. Landy
     20 Tuxedo Road                  196,435           12.90%
     Rumson, NJ 07760

     Group consisting of
     Walter Carucci,
     Carucci Family Partners,
     and Carr Securities Corp.       129,010            8.47%
     1 Penn Plaza
     New York, NY 10114

     Group consisting of
     Paul H. O'Leary, Raffles
     Associates, L.P. and
     Channel Partnership II           86,788            5.70%
     1 Penn Plaza, Suite 4720
     New York, NY 10119

     James E. Mitchell &
     Mitchell Partners                78,681            5.00%
     611 Anton Blvd.
     Costa Mesa, CA 92626

      The  Company believes that during fiscal 2000, all  persons required
to report ownership and changes in ownership of  common stock pursuant to
Section 16(a) of the Securities Exchange Act of 1934 have complied.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Certain  relationships and related party transactions  are
incorporated  herein by reference to part IV, Item  14(a)(1)(vi), Note 9
of the Notes to Consolidated Financial Statements-Payments to Affiliated
Persons and Related Party Transactions.

                        -13-

<PAGE>

                       PART IV

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


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

(i)    Auditors' Report                                   15

(ii)   Consolidated Balance Sheets as of March 31,
       2000 and 1999                                    16-17

(iii)  Consolidated Statements of Income  for  the
       years ended March 31, 2000, 1999 and 1998          18

(iv)   Consolidated  Statements  of  Shareholders'
       Equity for the years ended March 31,  2000,
       1999 and 1998                                      19

(v)    Consolidated Statements of Cash  Flows  for
       the years ended March 31, 2000, 1999 and 1998      20

(vi)   Notes to Consolidated Financial Statements       21-30

(a)  (2) Financial Statement schedules are omitted for
the reason  that  they are not required, are not
applicable,  or  the required information is set
forth in the financial statements  or notes thereto.

(a)  (3) The Exhibits set forth in the following  index
of Exhibits are filed as a part of this Report.

Exhibit No.                       Description

(3)   Articles of Incorporation and By-Laws - Reference is hereby
made  to  that filed with the Securities and Exchange Commission with
the Company's Form 10-K/A No. 2 for the year ended March 31, 1994.

(21)  Subsidiaries of the Registrant - During  fiscal 1994,  the Registrant
formed  a wholly-owned subsidiary,  The  Mobile  Home Store,  Inc.  to
finance  and  sell  manufactured  homes.   This subsidiary was incorporated
in the State of New Jersey.

(27)      Financial Data Schedule

(a)(3)(b)  Reports on Form 8-K

     On March 1, 2000, the Company filed a report on Form 8-K for the sale
of its warehouse facility in Bethlehem, Pennsylvania.

                        -14-
<PAGE>
            INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
Monmouth Capital Corporation
Freehold, New Jersey

     We have audited the accompanying consolidated balance sheets of
Monmouth Capital Corporation as of March 31, 2000  and  1999, and
the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the  period ended
March  31,  2000.   These financial  statements  are  the responsibility
of the Company's management.  Our  responsibility is  to express an
opinion on these financial statements based  on our audits.

     We  conducted  our  audits  in  accordance with  generally accepted
auditing standards.  Those standards  require  that  we plan  and perform
the audit to obtain reasonable assurance  about whether the  financial
statements  are   free   of material misstatement.   An  audit includes
examining, on  a test  basis, evidence  supporting the amounts and
disclosures in the financial statements.   An  audit also includes
assessing  the  accounting principles used and significant estimates
made by management, as well  as evaluating the overall financial
statement presentation. We  believe  that our audits provide a reasonable
basis  for  our opinion.

      In  our  opinion,  the  consolidated  financial statements referred
to above present fairly, in all material respects,  the financial  position
of Monmouth Capital Corporation at March  31, 2000  and 1999, and the
consolidated results of their operations and  their  cash flows for each of
the three years in the  period ended  March  31,  2000 in  conformity with
generally  accepted accounting principles.

                         /s/ Cowan, Gunteski & Co.


June 26, 2000
Toms River, New Jersey

                              -15-
<PAGE>
<TABLE>
<CAPTION>

                  MONMOUTH CAPITAL CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                         AS OF MARCH 31,
                                                      2000          1999
                   ASSETS
<S>                                              <C>             <C>
Current Assets:
   Cash and Cash Equivalents                     $    207,943   $   102,599
   Accounts Receivable                                112,574       146,070
   Interest Receivable                                 18,024           -0-
   Securities Available for Sale,
     at Fair Value                                  3,073,907       356,789
   Inventory                                        2,750,941     3,142,702
   Prepaid Expenses and Other Current Assets           42,607        45,977
   Current Portion of Loans Receivable                104,246       122,296
                                                    _________     _________
      Total Current Assets                          6,310,242     3,916,433
                                                   _________      _________
Long-Term Assets:
   Real Estate Investments:
   Land                                                11,065       183,065
   Building, Improvements and Equipment, net
      of accumulated depreciation of $99,268
      and $156,790, respectively                      346,923       985,087
                                                    _________     _________
     Total Real Estate Investments                    357,988     1,168,152
                                                    _________     _________
   Loans Receivable:
      Performing                                    2,400,558     2,565,949
      Non-Performing                                      -0-       175,231
      Allowance for Losses                                -0-      (65,000)
                                                    _________     _________
      Total Loans Receivable                        2,400,558     2,676,180
                                                    _________     _________
      Total Long-Term Assets                        2,758,546     3,844,332
                                                    _________     _________
TOTAL ASSETS                                     $  9,068,788   $ 7,760,765
                                                    =========     =========


        See Accompanying Independent Auditors' Report and
            Notes to Consolidated Financial Statements

                              -16-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                  MONMOUTH CAPITAL CORPORATION
               CONSOLIDATED BALANCE SHEETS (CONT.)
                         AS OF MARCH 31,


                                          2000          1999
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                    <C>            <C>
Current Liabilities:
   Accounts Payable and Accrued
     Expenses                          $    460,012   $   139,956
   Loans Payable                          1,388,693           -0-
   Inventory Financing                    1,875,811     2,193,343
                                          _________     _________
      Total Current Liabilities           3,724,516     2,333,299

Other Liabilities                            70,393        79,243
                                          _________     _________
      Total Liabilities                   3,794,909     2,412,542
                                          _________     _________
Shareholders' Equity:
   Common Stock (par value $1.00 per
     share; authorized 10,000,000
     shares; issued and outstanding
     1,522,280 and 1,513,891 shares,
     respectively in 2000 and 1999        1,522,280     1,513,891
   Additional Paid-In Capital             3,319,346     3,304,657
   Accumulated Other Comprehensive
      Income (Loss)                        (32,829)         3,083
   Retained Earnings                        465,082       526,592
                                          _________     _________
      Total Shareholders' Equity          5,273,879     5,348,223
                                          _________     _________
      TOTAL LIABILITIES AND
         SHAREHOLDERS' EQUITY          $  9,068,788   $ 7,760,765
                                          =========     =========


        See Accompanying Independent Auditors' Report and
           Notes to Consolidated Financial Statements

                              -17-

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                  MONMOUTH CAPITAL CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME
                  FOR THE YEARS ENDED MARCH 31,

                                            2000           1999        1998
<S>                                      <C>           <C>           <C>
Income:
   Sales of Manufactured Homes           $4,759,648    $5,396,530    $3,730,244
   Interest and Dividend Income             388,709       331,298       309,828
   Rental Income                            184,547       154,934       188,311
   Other Income                             121,012        82,503        59,648
                                          _________     _________     _________
      Total Income                        5,453,916     5,965,265     4,288,031
                                          _________     _________     _________
Expenses:
   Cost of Sales of
      Manufactured Homes                  3,974,912     4,442,148    2,849,627
   Selling Expense                          474,134       490,771      431,901
   Salaries and Employee Benefits           315,290       318,291      199,080
   Professional Fees                        126,299       146,845      226,947
   Interest Expense                         152,509       130,706       81,289
   Other Expenses                           641,991       649,905      453,687
                                          _________     _________    _________
      Total Expenses                      5,685,135     6,178,666    4,242,531
                                          _________     _________    _________
Income (Loss) Before Gain on Sale of
  Real Estate Investment                  (231,219)     (213,401)       45,500
Gain on Sale of Real Estate Investment      245,419           -0-          -0-
                                          _________     _________    _________
Income (Loss) Before Income Taxes            14,200     (213,401)       45,500
Income Taxes                                    -0-           -0-       34,239
                                          _________     _________    _________
NET INCOME (LOSS)                       $    14,200   $ (213,401)   $   11,261
                                          =========     =========    =========
NET INCOME (LOSS) PER
  SHARE-BASIC AND DILUTED               $      0.01   $    (0.14)   $     0.01
                                          =========     =========    =========
WEIGHTED AVERAGE
   SHARES OUTSTANDING                     1,516,528     1,496,727    1,458,811
                                         =========     =========     =========


        See Accompanying Independent Auditors' Report and
           Notes to Consolidated Financial Statements

                              -18-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                  MONMOUTH CAPITAL CORPORATION
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<S>            <C>       <C>        <C>        <C>       <C>         <C>
                                                  Accumu-
                                                   lated
                                                   Other
                                      Additional  Compre-             Compre-
                  Common Stock         Paid-In    hensive  Retained   hensive
                 Number      Amount    Capital     Income  Earnings   Income

Balance
March 31, 1997 1,408,464 $1,408,464 $3,086,470 $(29,673)  $876,913

Common Stock
Issued with
the DRIP*         69,375     69,375    139,135      -0-        -0-

Net Income           -0-        -0-        -0-      -0-     11,261    $ 11,261

Distributions        -0-        -0-        -0-      -0-    (73,515)

Unrealized Net
Holding Gains
on Securities
Available for
Sale                 -0-       -0-        -0-    29,891        -0-      29,891
               _________ _________  _________  ________  _________   _________
Balance
March 31, 1998 1,477,839 1,477,839  3,225,605       218    814,659   $  41,152
                                                                     =========
Common Stock
Issued with
the DRIP*         36,052    36,052     79,052       -0-        -0-

Net Loss             -0-       -0-        -0-       -0-  (213,401)  $(213,401)

Distributions        -0-       -0-        -0-       -0-   (74,666)

Unrealized Net
Holding Gains
on Securities
Available for
Sale                 -0-       -0-        -0-     2,865       -0-        2,865
               _________  _________  _________ ________  _________   _________
Balance
March 31, 1999 1,513,891  1,513,891  3,304,657    3,083    526,592  $(210,536)
                                                                    =========
Common Stock
Issued with
the DRIP*          8,389      8,389     14,689      -0-        -0-

Net Income           -0-        -0-        -0-      -0-     14,200    $ 14,200

Distributions        -0-        -0-        -0-      -0-    (75,710)

Unrealized Net
Holding Losses
on Securities
Available for
Sale
                     -0-        -0-        -0- (35,912)        -0-    (35,912)
               _________  _________  _________ ________  _________   _________
Balance
March 31, 2000 1,522,280 $1,522,280 $3,319,346 $(32,829) $ 465,082   $(21,712)
               =========  =========  =========  ======== =========   =========

*Dividend Reinvestment and Stock Purchase Plan



        See Accompanying Independent Auditors' Report and
           Notes to Consolidated Financial Statements

                              -19-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                 MONMOUTH CAPITAL CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED MARCH 31,
<S>                                     <C>         <C>             <C>
                                             2000         1999          1998
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)                    $   14,200  $   (213,401)   $   11,261
   Adjustments to reconcile net income
     to net cash used by operating
     activities:
       Depreciation and Amortization        79,908         45,803       48,384
       Gain on Sale of Securities
         Available for Sale               (16,841)            -0-          -0-
       Gain on Sale of Real Estate
         Investments                     (245,419)            -0-          -0-
   Changes In Operating Assets and
     Liabilities:
       Accounts Receivable                  33,496       (59,072)     (66,874)
       Interest Receivable                (18,024)          3,342       38,811
       Inventory                           391,761      (585,851)    (946,945)
       Prepaid Expenses and Other
         Current Assets                      3,370         35,737      113,362
       Accounts Payable and Accrued
         Expenses                          320,056      (101,653)      124,910
       Other Liabilities                   (8,850)          4,391       13,285
                                         _________      _________    _________
Net Cash Provided (Used) by Operating
    Activities                             553,657      (870,704)    (663,806)
                                         _________      _________    _________
CASH FLOWS FROM INVESTING ACTIVITIES
   Loans Made                            (609,962)    (1,390,025)  (1,024,608)
   Collections and Other Decreases in
     Loans Receivable                      793,403        558,201    1,443,855
   Purchase of Securities Available
     for Sale                          (2,852,770)            -0-          -0-
   Proceeds from Sales and Other
     Decreases in Securities Available
     for Sale                              116,581         58,995       37,958
   Additions to Real Estate Investments  (171,437)       (13,765)    (156,962)
   Proceeds from Sale of Real Estate
     Investments                         1,257,343            -0-          -0-
                                         _________      _________    _________
Net Cash Provided (Used) by Investing
    Activities                         (1,466,842)      (786,594)      300,243
                                         _________      _________    _________
CASH FLOWS FROM FINANCING ACTIVITIES
   Net Increase in Loans Payable and
     Inventory Financing                 1,071,161      1,172,439      546,660
   Dividends Paid                         (54,142)       (53,575)     (52,751)
   Proceeds from the Issuance of Class
     A Common Stock                          1,510         94,013      187,746
                                         _________      _________    _________
Net Cash Provided by Financing
    Activities                           1,018,529      1,212,877      681,655
                                         _________      _________    _________

Net Increase (Decrease) in Cash and Cash
    Equivalents                            105,344      (444,421)      318,092
Cash and Cash Equivalents at
   Beginning of Year                       102,599        547,020      228,928
                                         _________      _________    _________
Cash and Cash Equivalents at End of Year $ 207,943      $ 102,599    $ 547,020
                                         =========      =========    =========

        See Accompanying Independent Auditors' Report and
           Notes to Consolidated Financial Statements

                              -20-
</TABLE>

<PAGE>

             MONMOUTH CAPITAL CORPORATION
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   MARCH 31, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the Business

      Monmouth Capital Corporation (the Company) is a corporation organized
in  New  Jersey which commenced  operations  in  1961. Prior to fiscal
1994, the Company was an investment company under the Investment Company
Act  of  1940  and  a  small  business investment  company licensed under
the Small Business Investment Company  Act  of 1958.  The Company currently
sells and  finances manufactured homes.  The Company also receives rental
income from one real estate investment.

Revenue Recognition

     Sale of manufactured homes is recognized on the full accrual basis when
certain criteria are met.  These criteria include  the following:
(a) initial and continuing payment by the buyer  must be adequate; (b) the
receivable, if any, is not subject to future subordination;  (c) the
benefits and risks  of  ownership  are substantially transferred to the
buyer; and (d) the Company  does not  have a substantial continued
involvement with the home after the  sale.   Alternatively, when the
foregoing criteria  are  not met,  the  Company  recognizes gains by the
installment  method. Interest income on loans receivable is not accrued
when,  in  the opinion  of  management, the collection of such interest
appears doubtful. Rental income is recognized on the straight-line  basis
over the term of the lease.

Use of Estimates

      The  preparation of the financial statements in conformity with
generally accepted accounting principles requires management to  make
estimates and  assumptions  that  affect  the  amounts reported in  the
financial statements and  accompanying notes. Actual results could differ
from those estimates.

Building, Improvements and Equipment

     Building, Improvements and Equipment are stated at the lower of
depreciated  cost or net realizable value.  Depreciation is computed based
on the straight-line method over  the  estimated useful life  of the assets
(5 to 27.5 years).  If  there  is an event or change in circumstances that
indicates that the basis of an investment  property may not be recoverable,
management assesses  the possible impairment of value through evaluation
of the estimated  future cash  flows  of  the  property, on an undiscounted
basis,  as  compared  to  the property's current carrying  value.  A
property's carrying value would be  adjusted, if  necessary,  to  reflect an
impairment in  the  value  of  the property.

                        -21-

<PAGE>

Securities Available for Sale

      The  Company's  securities are classified as Available-forSale, and
are carried at fair value.  Gains or losses on the  sale of  securities  are
based on identifiable cost and are  accounted for  on a trade date basis.
Unrealized holding gains and losses are  excluded from earnings and reported
as a separate  component of  Shareholders' Equity until realized.  A decline
in the market value of any security below cost that is deemed to be other
than temporary results in a reduction in the carrying amount  to  fair value.
Any  impairment is charged to earnings and  a  new  cost basis for the
security is established.

Inventories

      Inventories, consisting of manufactured homes for sale, are valued
at the lower of cost or market value and are determined by the specific
identification  method.   All  inventories   are considered finished goods.

Income Taxes

      The  Company  accounts for income taxes in accordance  with Statement
of  Financial  Accounting Standards  (SFAS)  No.  109, "Accounting for Income
Taxes".  Income taxes are accounted for by the asset/liability method.

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  (1,516,528, 1,496,727, and 1,458,811  in  2000, 1999 and 1998,
respectively).  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
(See  Note 6).  There were no dilutive stock options as of  March 31, 2000,
1999 and 1998.

Stock Option Plan

      The Company's stock option plan is accounted for under  the intrinsic
value  based  method  as prescribed  by   Accounting Principles  Board  (APB)
Opinion No. 25,  "Accounting  for  Stock Issued  to Employees".  As such,
compensation expense  would  be recorded on the date of grant only if the
current market price on the  underlying  stock exceeds the exercise price.
Included  in these  Notes  to Consolidated Financial Statements  are  the
pro forma disclosures required by SFAS No. 123, "Accounting for Stock-Based
Compensation," which assumes the fair value based method of accounting has
been adopted.

Other Comprehensive Income

       Comprehensive  income  consists  of  net income  and  net unrealized
gains or losses on securities available for  sale  and is  presented  in
the consolidated statements  of  shareholders' equity.

                         -22-

<PAGE>

Reclassification

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

NOTE 2 - INVESTMENT IN SUBSIDIARY

      The  Company formed a wholly-owned subsidiary, The  Mobile Home  Store,
Inc. (MHS), to finance and sell manufactured  homes. MHS was incorporated in
the State of New Jersey on July 28, 1993. The consolidated financial
statements of the Company include the accounts of MHS.  All intercompany
transactions and balances have been eliminated in consolidation.

NOTE 3 - LOANS RECEIVABLE

      The following is a summary of the loans held by the Company at
March 31, 2000 and 1999:

                                                  Balance
                        Rate     Date     3/31/00        3/31/99
Financed Manufactured
  Homes                10%-15%  various  $2,476,510    $2,658,779
Other*                 various  various      28,294        204,697
                                          _________      _________
Total Loans Receivable                    2,504,804      2,863,476
Current Portion                             104,246        122,296
                                          _________      _________
Long-Term Portion                        $2,400,558     $2,741,180
                                          =========      =========


*     Includes  a non-performing loan of $175,231  in 1999.   In
April,  1999,  the  Company  repossessed  certain equipment  and fixtures
that collateralized this loan.  Effective September  1, 1999,  this  property
was leased on a five-year lease for  $1,650 per month for the first year
with 5% annual increases thereafter. The  Company wrote off $65,000 of the
loan against the  Allowance for  Losses and transferred the remaining balance
of $110,231  to Building, Improvements and Equipment.   In  January  2000,
this lease was terminated.  The Company is currently trying to release this
property.

      During 1994, MHS began selling manufactured home units  and financing
these  sales.  At March 31, 2000 and  1999,  financed manufactured homes
consist of 116 loans. These loans  range  from approximately  $400 to
approximately $62,000.   Loans  receivable for financed  manufactured homes
are  secured  by  the property financed.  Generally, the terms of the loans
do  not  exceed  20 years.    No  allowance  for uncollectable  accounts
has  been recorded.   Management believes that the fair market value  of
a unit under repossession exceeds the loan balance due.

                         -23-

<PAGE>

NOTE 4 - SECURITIES AVAILABLE FOR SALE

     The following is a summary of investments in debt and equity securities
at March 31, 2000 and 1999:
                          Shares/           Cost              Fair Value
Description              $ Amount     3/31/00   3/31/99    3/31/00   3/31/99

Equity Securities-
Preferred Stock:
Associated Estates
  Realty Corp 9.75%
  Class A                  16,500     254,204       -0-    293,298      -0-
Camden Property Trust
  $2.25 Series A            1,000      22,000       -0-     22,188      -0-
Crescent Real Estate
  Equities Co  6.75%        2,000      27,266       -0-     28,250      -0-
Crown American Realty
  Trust 11%                 8,200     306,430       -0-    304,425      -0-
Equity Inns Inc 9.5%
  Series A                 11,300     183,921       -0-    182,213      -0-
Equity Office
  Properties Trust
  8.98%  Series A           1,000      21,995       -0-     22,563      -0-
Felcor Lodging Trust
  Inc 1.95%                 4,000      66,520       -0-     63,252      -0-
Felcor Lodging Trust
  Inc. 9% Series B          9,000     147,794       -0-    148,500      -0-
First Industrial Realty
  Trust 9.5% Series A       2,000      44,925       -0-     45,500      -0-
First Industrial Realty
  Trust 8.75% Series B      1,000      20,245       -0-     20,000      -0-
G&L Realty Corp 10.25%
  Series A                  1,000      15,683       -0-     15,063      -0-
Glenborough Realty
  Trust 7.75% Series A      6,000      87,823       -0-     90,000      -0-
Glimcher Realty Trust
  9.25% Series B            2,000      28,803       -0-     29,500      -0-
Healthcare Property
  Investors 7.875%
  Series A                  1,000      15,558       -0-     14,313      -0-
Healthcare Property
  Investors 8.7%
  Series B                  2,000      31,240       -0-     33,000      -0-
Highwoods Properties
  Inc 8% Series D           1,000      17,170       -0-     17,750      -0-
Hospitality Properties
  Trust 9.5% Series A       3,200      61,578       -0-     63,402      -0-
JDN Realty Corp 9-3/8%
  Series A                  2,000      35,665       -0-     34,376      -0-
Kranzco Realty Trust
  9.5% Series D            11,000     177,930       -0-    176,000      -0-
Mid America Apartment
  Communities Inc
  8.825% Series B           7,000     115,341       -0-    120,750      -0-
New Plan Excel Realty
  Trust 8.5%                1,000      20,558       -0-     19,250      -0-
Prime Group Realty
  Trust 9% Series B         3,000      48,040       -0-     46,689      -0-
Sovran Self Storage Inc
  9.85% Series B            1,000      19,245       -0-     20,125      -0-
Starwood Financial Inc
  9-3/8% Series B          17,000     267,504       -0-    263,500      -0-
Starwood Financial Inc
  9.2% Series C             1,000      15,245       -0-     15,250      -0-
Thornburg Mortgage
  Asset Corp 9.68%
  Series A                  1,000      19,514       -0-     19,375      -0-
United Dominion Realty
  Trust 9.25% Series A      4,000      75,497       -0-     78,000      -0-
United Dominion Realty
  Trust 8.6% Series B       1,000      16,620       -0-     18,125      -0-
Vornado Realty Trust
  8.5% Series C             1,000      19,683       -0-     19,625      -0-
                                    _________  ________  _________  ________
Total Equity Securities-
  Preferred Stock                   2,183,997       -0-  2,224,282       -0-
                                    _________  ________  _________  ________


                              -24-

<PAGE>

                          Shares/           Cost             Fair Value
Description              $ Amount     3/31/00   3/31/99    3/31/00  3/31/99

Equity Securities-
Common Stock:
LaSalle Hotel
  Properties                1,000      12,308       -0-     12,500      -0-
New Plan Excel Realty
  Trust Inc                 5,000      70,188       -0-     68,750      -0-
Pennsylvania Real
  Estate Investment
  Trust                     5,000      82,300       -0-     81,250      -0-
Sizeler Properties
  Investors Inc            54,200     406,637       -0-    345,525      -0-
Tork Time Control Inc       1,500      10,125    10,125     19,875   18,375
United Dominion Realty
  Trust                     5,000      49,875       -0-     50,315      -0-
                                    _________  ________  _________ ________
Total Equity Securities-
  Common Stock                        631,433    10,125    578,215   18,375
                                    _________  ________  _________ ________
Total Equity Securities             2,815,430    10,125  2,802,497   18,375
                                    _________  ________  _________ ________

Debt Securities:
Government National
  Mortgage Association
  6.5% 2/20/14            288,975     291,306   343,581    271,410  338,414
                                    _________  ________  _________ ________
Total Securities
Available for Sale                 $3,106,736  $353,706 $3,073,907 $356,789
                                    =========  ========  ========= ========

     Gross  unrealized  losses  on debt  securities  amounted  to
$19,896  and  $5,167 as of March 31, 2000 and 1999, respectively. Gross
unrealized gains on equity securities amounted to  $69,837 and  $8,250
as of March 31, 2000 and 1999, respectively.   Gross unrealized losses on
equity securities amounted to $82,770 and $0- as of March 31, 2000 and 1999,
respectively.

NOTE 5 - LOANS PAYABLE AND INVENTORY FINANCING

      During  fiscal  2000, the Company purchased securities  on margin.
At  March  31,  2000,  the margin  loan  amounted   to $1,388,693  at  an
interest rate of  7.25%  and  is  secured  by investment  securities with
a market value  of $3,073,907.  This margin loan is due on demand.

     The  Company has a $2,500,000 agreement with Conseco Finance Servicing
Corp.   (formerly Greentree   Financial   Servicing Corporation) to
finance inventory purchases.  The interest  rates range  from prime for
each advance to prime plus 2.75% after  one year.  Advances  under this
line of credit  are  secured  by  the manufactured  homes for  which the
advances  were  made.   Total advances under this line of credit at
March 31, 2000 and 1999 amounted to $1,875,811 and $2,193,343, respectively.

                        -25-

<PAGE>

NOTE 6 - EMPLOYEE STOCK OPTION PLAN

     On July 14, 1994, the shareholders approved and ratified the Company's
1994  Stock  Option  Plan authorizing  the  grant  to officers  and key
employees of options to purchase up to  300,000 shares  of  common stock.
Options may be granted any time  up  to December  31,  2003.  No option
shall be available  for  exercise beyond  ten  years.  All options are
exercisable after  one  year from the date of grant.  The option price
shall not be below the fair  market value at date of grant.  Canceled or
expired options are added back to the "pool" of shares available under the
plan.

     The  Company elected to continue following APB Opinion No. 25 in
accounting for its stock option plans and, accordingly, no compensation
cost has been recognized.  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:

                                         2000       1999        1998

     Net Income     As Reported         $14,200  $(213,401)   $11,261
     (Loss)         Pro forma             6,589   (225,169)     3,387

     Net Income     As Reported             .01       (.14)       .01
     (Loss)         Pro forma               .01       (.15)       .01
     Per Share

     The fair value of each option grant is estimated on the date of the
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 2000, 1999  and  1998:
dividend yield of .3  percent;  expected volatility  of  25  percent;
risk-free  interest rates  of  6.5 percent; and expected lives of five
years.

      A summary of the status of the Company's stock option plans as of
March 31, 2000, 1999, and 1998 and changes during the years then ended
are as follows:

                             2000              1999                1998
                            Weighted          Weighted            Weighted
                            Average           Average             Average
                            Exercise          Exercise            Exercise
                   Shares    Price    Shares    Price    Shares    Price
Outstanding at
  beginning of
  year              55,000   $3.04    35,000   $3.21    35,000     $3.21
Issued                 -0-     -0-    20,000    2.75       -0-       -0-
Expired            (20,000)   3.00       -0-     -0-       -0-       -0-
                    ______            ______            ______
Outstanding at
  end of year       35,000    2.64    55,000    3.04    35,000      3.21
                    ======            ======            ======
Weighted-average
  fair value of
  options granted
  during the year              -0-               .97                 -0-
                            ======            ======              ======

                              -26-

<PAGE>

  The following is a summary of stock options outstanding  as
of  March 31, 2000:

     Date of   Number of    Number of   Option    Expiration
      Grant    Employees     Shares     Price        Date

     3/4/96        3        15,000       3.50      3/4/2001
     4/8/98        2        20,000       2.75      4/8/2003
                            ______
                            35,000
                            ======

      As  of  March 31, 2000, there were 265,000 shares available for
grant under the Plan.

NOTE 7 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

      Effective  August  28,  1995,  the  Company implemented  a
Dividend Reinvestment and Stock Purchase Plan (DRIP).  Under the
terms of the DRIP, shareholders who participate may reinvest  all
or part of their dividends in additional shares of the Company at
approximately 95% of the market price.

       Shareholders  may  also  purchase  additional shares at
approximately  95%  of its market price by making optional  cash
payments.   For  the  years ended March 31, 2000  and 1999,  the
Company received  $23,078 and $115,104 from the DRIP, respectively.
There were 8,389 and 36,052  new shares  issued, respectively.

     On December 15, 1999, the Company paid $75,710 as a dividend of
$.05 per share to shareholders of record November 15, 1999.

NOTE 8 - INCOME TAXES

      For  the  years ended March 31, 2000, 1999 and 1998,  total income
tax expense  amounted  to  $-0-,  $-0- and $34,239, respectively.  For
the year ended March 31, 2000, the Company had a  net operating loss
carryforward of approximately $140,000 to offset future taxable income.

                        -27-

<PAGE>

      The following is a reconciliation of income tax expense  at the
statutory  rate  to  income tax expense  at the Company's effective rate
for the year ended March 31, 1998:

                                                  1998
      Computed tax at the expected
         statutory rate                         $15,470
      Surtax Exemption                           (8,645)
      Deferred income/expense                     2,255
      State income taxes-net of
        federal tax benefits                     23,205
      Other                                       1,954
                                                 ______
       Income tax expense                       $34,239
                                                 ======

      There were no deferred tax assets or liabilities recognized as of
March 31, 2000, 1999 and 1998.

NOTE 9 - PAYMENTS TO AFFILIATED PERSONS AND RELATED PARTY TRANSACTIONS

Payments to Affiliated Persons

      Total  payments to all officers, directors  and affiliated persons
during the fiscal years ended March 31, 2000,  1999 and 1998  amounted  to
$98,800, $104,850 and $110,200, respectively.  Eugene W. Landy, President
of the Company, received $53,200  in salary,  management and director fees
during each of the years ended March 31, 2000, 1999 and 1998, respectively.
In addition, Mr. Landy  received  $-0-,  $-0-  and  $5,000  in legal  fees,
respectively.

Transactions with United Mobile Homes, Inc.

      MHS  has  rental  expenses  to United  Mobile Homes,  Inc. (United).
United owns and operates manufactured home communities. Six  Directors of
the Company are also Directors and shareholders of United.  MHS pays United
market rent on sites where MHS has  a home for sale.  Total site rental
expense to United amounted  to $161,377,  $148,249  and $129,603,
respectively, for the years ended March 31, 2000, 1999 and 1998.  MHS also
leases space  from United to  be used as sales lots, at market rates,  at
most of United's  communities.  Total rental expense relating  to  these
sales  lots amounted to $145,670, $139,200 and $102,300  for  the years
ended March 31, 2000, 1999 and 1998, respectively.

                          -28-

<PAGE>

     During fiscal 2000, 1999 and 1998, MHS sold to United 21, 15 and  4
homes, respectively, for a total sales price of $437,137, $370,908  and
$90,532, respectively, at MHS's cost.  These  sales represented 9%, 7% and
2%, respectively, of total sales  made  by MHS.   These manufactured homes
were available through  MHS,  but could  have  been acquired  by United
from  a  third  party  at approximately the same price.

      During the years ended March 31, 2000, 1999 and 1998, MHS acquired
certain inventory from United.  These purchases amounted to  $64,984,
$155,400 and $133,791, representing 2%, 3%  and  4%, respectively, of total
purchases made by MHS during fiscal  2000, 1999  and 1998. This inventory
was available through United,  but could have been acquired from a third-
party at approximately  the same cost.

NOTE 10 - GROUP CONCENTRATIONS OF CREDIT RISK

      The  Company sells and finances manufactured homes  located throughout
the Northeast region of the United States.  The  loan portfolio is
diversified. Generally, loans are collateralized  by the manufactured homes.
At March 31, 2000 and 1999, all  loans were secured.

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Limitations

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

      The  fair  value  of  cash and cash equivalents and loans receivable
approximates their current carrying amounts since  all such items are
short-term in nature. The fair value of securities available for sale is
based upon quoted market values (See Note 4).  The  fair value of loans
payable approximates their  current carrying  amounts  since such amounts
payable are  at  a  current market rate of interest.

                        -29-

<PAGE>

NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

      Cash  paid during the years ended March 31, 2000, 1999  and 1998 for
interest and taxes are as follows:


                        3/31/00     3/31/99     3/31/98

          Interest     $152,509    $130,706     $81,289
          Taxes           5,643      17,800      36,591

      During  the years ended March 31, 2000, 1999 and  1998  the Company
had  dividend  reinvestments of  $21,568,  $21,091  and $13,979 respectively,
which required no cash transfers.

      During the year ended March 31, 2000, the Company wrote off $65,000 of
a non-performing loan against the Allowance for Losses and  transferred the
remaining balance of $110,231  to  Building, Improvements and Equipment.

                        -30-

<PAGE>

                     SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of  the Securities
and  Exchange Act of 1934, the  registrant  has  duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                              MONMOUTH CAPITAL CORPORATION
                              BY:  /s/  Eugene W. Landy
                                        EUGENE W. LANDY
                                        President
Dated:        June  22, 2000

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

                              Title                          Date
/s/  Boniface DeBlasio        Chairman of the Board
BONIFACE DEBLASIO             and Director                June 22, 2000

/s/  Eugene W. Landy
EUGENE W. LANDY               President and Director      June 22, 2000

/s/  Ernest V. Bencivenga     Secretary/Treasurer and     June 22, 2000
ERNEST V. BENCIVENGA          Director

/s/  Anna T. Chew
ANNA T. CHEW                  Controller and Director     June 22, 2000

/s/  Charles P. Kaempffer
CHARLES P. KAEMPFFER          Director                    June 22, 2000

/s/  Samuel A. Landy
SAMUEL A. LANDY               Director                    June 22, 2000

/s/  Robert G. Sampson
ROBERT G. SAMPSON             Director                    June 22, 2000

                          -31-