UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM 10-K

[   ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (C) OF THE
          SECURITIES EXCHANGE ACT OF 1934

[ X ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
          THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period April 1, 2001 to December 31, 2001


                 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 $3,985,883 (based on 1,383,987 shares  of
common  stock at $2.88 per share, the closing price on March  14,
2002).

The number of shares outstanding of issuer's common stock as of
March 14, 2002 was 1,767,213 shares.

<PAGE>
                             PART I

ITEM 1.   BUSINESS

General Development of Business

      Monmouth Capital Corporation (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.

     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.

Change in Year End to Calendar Year

      On  September  26, 2001 Monmouth Capital  Corporation  (the
Company) adopted a change from a fiscal year end of March 31 to a
calendar  year  end, effective for the short year ended  December
31,  2001.   Form 8-K was filed with the Securities and  Exchange
Commission.

      For  purposes  of  this  Annual  Report,  the  Company  has
furnished  consolidated  financial statements  for  the preceding
fiscal year ended March 31, 2001.  The  Company  does not believe
that   seasonality   has  a  material   adverse   effect  on  the
comparability   of   information   or  trends  reflected  by  the
consolidated   financial   statements.    The  Company  has  also
furnished Pro Forma financial information  for the  corresponding
period of the prior year (See Note 14).  Certain amounts  in  the
consolidated  financial  statements for  the  prior periods  have
been  reclassified  to  conform  to  the  statement  presentation
for the current year.  These reclassifications  have no effect on
net income.

                             Page 2
<PAGE>


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.  This  sales  operation  was  conducted   at
manufactured home communities owned by United Mobile Homes,  Inc.
(United),  a  related REIT.  On March 30, 2001, the Company  sold
all of its existing inventory to United at the Company's carrying
value.   The Company exited the manufactured home sales  business
since it proved to be unprofitable.

      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.
The  Company  has  also  invested in mortgage  backed  securities
issued  by the Federal National Mortgage Association. 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.

      On  July  20,  2001, Palmer Terrace Realty Associates,  LLC
(Palmer   Terrace),  a  51%  owned  subsidiary  of  the  Company,
purchased  a 59,400 square foot warehouse facility in  Carlstadt,
New  Jersey  from  WXIII/MWL Real Estate Limited Partnership,  an
unrelated entity.  On December 20, 2001, the Company purchased  a
59,425  square  foot  warehouse  facility  in  White  Bear  Lake,
Minnesota  from  Jones  Development Company,  LLC,  an  unrelated
entity.

     The   Company  is  currently  operating  as  a  hybrid  REIT
investing  in  (a)  real  estate  equities;  (b)  mortgages;  (c)
mortgage  backed  securities; and (d) other REIT securities.  The
Company's  capital  is limited, and there  is  no  assurance  the
Company  can or will operate as a hybrid REIT.  The Company  will
consider alternative plans or proposals.

Management

      The  management of the Company currently operates  Monmouth
Real Estate Investment Corporation (MREIC) and United, two REITs.
MREIC is now specializing in net leased industrial properties  to
rated  tenants  on  medium term leases.   United  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 United.   To
the  extent  that  there  may  be conflicts  of  interest  as  to
prospective   investments,  the  Company  may  be   deprived   of
investment opportunities.

Risk Factors

     Real  Estate  Industry Risks - The Company may be  adversely
affected  by  general economic conditions and local  real  estate
conditions.   When  a lease expires, a tenant may  elect  not  to
renew  it.  The Company may not be able to relet the property  on
similar terms, or even at all.


                            Page 3

<PAGE>

     Governmental  Regulations  -  Local  zoning  and  use  laws,
environmental  statutes and other governmental  requirements  may
restrict expansion, rehabilitation and reconstruction activities.
These  regulations may prevent the Company from taking  advantage
of  economic  opportunities.  Legislation such as  the  Americans
with  Disabilities  Act  may require the Company  to  modify  its
properties.     Future   legislation   may   impose    additional
requirements.  No prediction can be made as to what  requirements
may  be  enacted or what changes may be implemented  to  existing
legislation.

      Environmental  Liability Risks - Current  and  former  real
estate owners and operators may be required by law to investigate
and clean up hazardous substances released at the properties they
own or operate or have owned or operated.  They may be liable  to
the   government  or  to  third  parties  for  property   damage,
investigation   costs  and  cleanup  costs.   Contamination   may
adversely affect the owner's ability to sell or lease real estate
or  to  borrow using the real estate as collateral.  There is  no
way  of  determining at this time the magnitude of any  potential
liability  to  which the Company may be subject  arising  out  of
unknown  environmental conditions or violations with  respect  to
the  properties  it owns.  Environmental laws  today  can  impose
liability  on  a  previous owner or operator of a  property  that
owned  or operated the property at a time when hazardous or toxic
substances  were disposed of, or released from, the property.   A
conveyance of the property, therefore, does not relieve the owner
or  operator  from liability.  The Company is not  aware  of  any
environmental liabilities relating to its properties which  would
have  a  material  adverse  effect on its  business,  assets,  or
results  of operations.  However, no assurance can be given  that
environmental liabilities will not arise in the future.

      Insurance Considerations - The Company generally  maintains
insurance  policies related to its business, including  casualty,
general   liability   and   other  policies   covering   business
operations, employees and assets.  The Company may be required to
bear  all  losses that are not adequately covered  by  insurance.
Although   management  believes  that  the  Company's   insurance
programs are adequate, no assurance can be given that the Company
will  not  incur losses in excess of its insurance  coverage,  or
that  the Company will be able to obtain insurance in the  future
at acceptable levels and reasonable cost.

     Financing  Risks  - The Company finances a  portion  of  its
investments  through debt.   This debt creates  risks,  including
a)   rising interest rates on floating rate debt;  b)  failure to
repay  or refinance existing debt as it matures, which may result
in  forced  disposition of assets on disadvantageous  terms;   c)
refinancing  terms less favorable than the terms of the  existing
debt;  and   d)   failure to meet required payments of  principal
and/or interest.

     Amendment  of  Business Policies - The  Board  of  Directors
determines  the  growth,  investment, financing,  capitalization,
borrowing,  REIT  status,  operating and  distribution  policies.
Although the Board of Directors has no present intention to amend
or revise any of these policies, these policies may be amended or
revised    without   notice   to   shareholders.     Accordingly,
shareholders  may  not  have  control  over  changes  in  Company
policies.

     Qualification as a REIT - The Company intends to qualify  as
a  REIT.  If it fails to do so, it will not be allowed to  deduct
distributions  to  shareholders in computing taxable  income  and
will be subject to Federal and state income taxes, including  any
applicable alternative minimum tax, at regular corporate rates.

                               Page 4

<PAGE>

        In addition, the Company may be barred from qualification
as  a  REIT  for the four years following disqualification.   The
additional  tax incurred at regular corporate rates would  reduce
significantly  the  cash  flow  available  for  distribution   to
shareholders  and  for  debt service.  Furthermore,  the  Company
would  no  longer  be  required  to  make  any  distributions  to
shareholders   as   a  condition  to  REIT  qualification.    Any
distributions  to  shareholders that otherwise  would  have  been
subject  to  tax as a capital gain dividend would be  taxable  as
ordinary  income  to  the  extent of the  Company's  current  and
accumulated   earnings  and  profits.   Corporate   distributees,
however, may be eligible for the dividends received deduction  on
the  distributions,  subject to limitations  under  the  Internal
Revenue Code.  To qualify as a REIT, the Company must comply with
certain  highly  technical and complex requirements.   Management
cannot  be  certain  that the Company have  complied  with  these
requirements  since  there  are few judicial  and  administrative
interpretations  of  these provisions.  In  addition,  facts  and
circumstances that may be beyond the Company's control may affect
the Company's ability to qualify as a REIT.  No assurance can  be
given   that   new   legislation,   regulations,   administrative
interpretations or court decisions will not change the  tax  laws
significantly with respect to qualification as a  REIT   or  with
respect  to the Federal income tax consequences of qualification.
The  Company intend to qualify as a REIT.  However, no  assurance
can  be given that the Company qualifies as a REIT or will remain
qualified as a REIT.  Notwithstanding the Company's status  as  a
REIT,  the Company is subject to various Federal, state and local
taxes  on  income  and property.  The Company will  be  taxed  at
regular  corporate  rates  on any undistributed  taxable  income,
including    undistributed   net   capital   gains.  The  Company
may also have to pay some state income or franchise taxes because
not all states treat REITS in the same manner as they are treated
for Federal income tax purposes.

Number of Employees

     At March 31, 2002, the Company had five full-time employees.
A   Board   of  Directors  consisting   of  eight  directors   is
responsible for the general policies of the Company.


ITEM 2.   PROPERTIES

      On  July  20,  2001, Palmer Terrace Realty Associates,  LLC
(Palmer   Terrace),  a  51%  owned  subsidiary  of  the  Company,
purchased  a 59,400 square foot warehouse facility in  Carlstadt,
New  Jersey  from  WXIII/MWL Real Estate Limited Partnership,  an
unrelated entity.  This warehouse facility is 100% net leased  to
Macy's  East, Inc., an Ohio corporation.  The purchase price  was
approximately  $3,100,000.  The average monthly rental  over  the
term  of  the lease is $29,082.  This lease expires on  April  5,
2009.

      On December 20, 2001, the Company purchased a 59,425 square
foot  warehouse facility in White Bear Lake, Minnesota from Jones
Development  Company, LLC, an unrelated entity.   This  warehouse
facility is 100% net leased to Federal Express Corporation.   The
purchase price was approximately $4,800,000.  The monthly  rental
over  the  term of the lease is $36,100.  This lease  expires  on
April 1, 2011.


                              Page 5

<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

          None.

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

          None.


                             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:

<TABLE>
<CAPTION>
<S>       <C>            <C>              <C>
                2001          2001-2000        2000-1999
            Market Price    Market Price     Market Price
                 Low             Low              Low
                High           High             High

  Apr-Jun    2.65   3.05   2-7/16     3      2-3/4   2-3/8
  Jul-Sept   2.66   3.45   2-3/8    2-3/4    2-3/4   2-1/8
  Oct-Dec    2.70   3.25   2-7/16   2-7/8    2-5/8   2-1/4
  Jan-Mar    N/A     N/A   2-7/16   3-1/2    2-5/8  2-5/16

</TABLE>

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

      As  of  December  31,  2001, there were  approximately  400
holders  of  the Company's common stock based on  the  number  of
record owners.

      For  the short year ended December 31, 2001, and the  years
ended  March  31,  2001 and  2000, total dividends  paid  by  the
Company  amounted to $413,627 or $.25 per share, $76,123 or  $.05
per share, and $75,710 or $.05 per share.

       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.

                              Page 6

<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
<S>            <C>         <C>         <C>       <C>         <C>
                            For the
                          Years Ended
                           March 31,
                For the
              Short Year
                 Ended
               December
               31, 2001          2001        2000        1999       1998


Income
Statement
    Data:
Total Income   $1,444,163  $5,831,320  $5,453,916  $5,965,265 $4,288,031

Total
Expenses        1,026,564   5,906,020   5,685,135   6,178,666  4,242,531

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

Income Taxes          -0-         -0-         -0-         -0-     34,239

Net Income
(Loss)            398,205    (74,700)      14,200   (213,401)     11,261
Net Income
(Loss)
   Per Share          .25      (0.05)        0.01      (0.14)       0.01
=======================================================================
Balance Sheet Data:

Total Assets  $23,037,800 $15,494,536  $9,068,788  $7,760,765 $6,855,686

Mortgages
 Payable        5,719,724         -0-         -0-         -0-        -0-

Shareholders'
 Equity         7,325,722   6,463,842   5,273,879   5,348,223  5,518,321
=======================================================================

Cash
 Dividends
 Per Share          $0.25       $0.05       $0.05       $0.05      $0.05

Average
 Number of
 Shares
 Outstanding:
   Basic        1,597,213   1,534,759   1,516,528   1,496,727  1,458,811
   Diluted      1,602,787   1,534,759   1,516,528   1,496,727  1,458,811
</TABLE>

                             PAGE 7
<PAGE>

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

Liquidity and Capital Resources

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

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

     Net cash provided by operating activities for the Short year
ended  December 31, 2001 and the years ended March 31,  2001  and
2000  amounted  to $287,493, $178,452 and $553,657, respectively.
The increase at December 31, 2001 was due primarily to profitable
operations.  The decrease at March 31, 2001 was due primarily  to
the decrease in accounts payable and accrued expenses.

     Total real estate investments increased by $7,803,971 during
the  Short  year ended December 31, 2001.  This was due primarily
to the purchase of two warehouse facilities.  The Company expects
to make additional real estate investments from time to time.

     Loans receivable decreased by $651,010 during the short year
ended  December  31, 2001.  This decrease was the  primarily  the
result  of collections of $263,206 and a provision for losses  of
$134,400.  The Company also repossessed the collateral for  loans
receivable of $253,404 and placed it into inventory.

     Securities   available  for  sale  decreased   by   $620,528
primarily  as a result of sales of $1,348,273 offset by purchases
of  $204,907 and an increase in the unrealized gain of  $522,838.
The securities portfolio at December 31, 2001 has experienced  an
approximate 17% increase in value from cost.

      Unamortized financing costs and mortgages payable increased
due to the new acquisitions.

     Loans payable increased by $576,368 primarily as a result of
new loans of $900,000 offset by a net decrease in the margin loan
payable.   The Company purchased securities on margin  since  the
interest and dividend yields exceeded the cost of funds.

                            Page 8

<PAGE>

Results of Operations

Short Year Ended December 31, 2001 vs. Year Ended March 31, 2001

     Income  is  comprised  primarily of  interest  and  dividend
income  and rental income.  On March 30, 2001, the Company exited
the  manufactured  home  sales business since  it  proved  to  be
unprofitable.   Sales of manufactured homes,  cost  of  sales  of
manufactured  home, selling expense, other expenses and  salaries
and  employee  benefits decreased during  the  Short  year  ended
December  31, 2001 as compared to the year ended March 31,  2001.
These  changes  are directly attributable to the exiting  of  the
manufactured home sales business.

     Interest and dividend income increased by $71,713 during the
short  year ended December 31, 2001 as compared to the year ended
March  31,  2001  primarily due to the  purchases  of  securities
available for sale.

      Rental income increased by $195,560 during the short  year
ended  December 31, 2001 as compared to the year ended March  31,
2001  primarily  due to the purchase of two warehouse  facilities
during the nine  months ended December 31, 2001.

      Other  income increased by $100,763 during the  short  year
ended  December 31, 2001 as compared to the year ended March  31,
2001 primarily due an increase in the gain on sales of securities
available for sale.

     Professional fees, annualized, remained relatively stable.

     Interest expense increased due primarily to the mortgages on
the new acquisitions.

                              Page 9
<PAGE>


Fiscal 2001 vs. 2000

     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 remained relatively stable during fiscal 2001.

      Interest  and dividend income increased by $487,069  during
fiscal   2001  primarily  due  to  the  purchases  of  securities
available for sale.

       Rental  income  decreased  by  $173,937  in  fiscal  2001,
primarily  due  to  the sale of the Bethlehem, Pennsylvania  net-
leased industrial building.

      Other  income  increased from $121,012 in  fiscal  2000  to
$154,239 in fiscal 2001 due primarily to an increase in the  gain
on  sales  of  securities available for sale. Gain  on  sales  of
securities  available for sale increase from  $16,841  in  fiscal
2000 to $31,598 in fiscal 2001.

     Cost of manufactured home sales increased from $3,974,912 in
fiscal  2000  to  $4,192,175  in fiscal  2001.   Selling  expense
decreased  from  $474,134 in fiscal 2000 to  $425,620  in  fiscal
2001.   These changes are directly attributable to the change  in
sales of manufactured homes.

      Salaries  and employee benefits decreased from $315,290  in
fiscal  2000 to $254,518 in fiscal 2001.  This was due  primarily
to fewer employees as a result of the exiting of the manufactured
home sales business.

      Professional fees remained relatively stable during  fiscal
2001.

      Interest expense increased from $152,509 in fiscal 2000  to
$364,690  in fiscal 2001.   This increase was due to the purchase
of securities for sale on margin.

      Other  expenses decreased from $641,991 in fiscal  2000  to
$539,427  in  fiscal  2001  due  primarily  to  MHS  exiting  the
manufactured home sales business.

      The  gain on sale of real estate investment of $245,419  in
fiscal  2000  was due to the sale of the Bethlehem,  Pennsylvania
net-leased industrial building on March 1, 2000.

Safe Harbor Statement

     This Form 10-K 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.

                            Page 10
<PAGE>


     Such factors include, but are not limited to, the following:
(i)  changes in the general economic climate, including  interest
rates;  (ii)  increased competition in the  geographic  areas  in
which the Company operates; and (iii) changes in government laws.
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.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK

     The Company is exposed to interest rate changes primarily as
a  result  of  its  line  of credit and long-term  debt  used  to
maintain liquidity and fund capital expenditures and expansion of
the  Company's  real estate investment portfolio and  operations.
The  Company's  interest rate risk management objectives  are  to
limit  the impact of interest rate changes on earnings  and  cash
flows  and to lower its overall borrowing costs.  To achieve  its
objectives,  the  Company borrows primarily at fixed  rates.   At
December  31,  2001,  the Company had $5,719,724  of  fixed  rate
mortgages  payable,  of  which  $3,400,000  matures  in  2011 and
$2,319,724 matures in 2021.  The  average interest rate on  these
mortgages is 7.3%.  At December 31,  2001,  the carrying value of
these mortgages approximates fair value.

     The  Company also has approximately $3.5 million in variable
rate  debt  due on demand.  This debt is primarily a margin  loan
secured  by  marketable securities.  The interest  rate  on  this
margin loan was 3.875% at December 31, 2001.  The carrying  value
of  the  Company's variable rate debt approximates fair value  at
December 31, 2001.

      The Company also invests in both debt and equity securities
of other REITs and is primarily exposed to equity price risk from
adverse  changes in market rates and conditions.  All  securities
are  classified  as available for sale and are  carried  at  fair
value.   The  Company  has  no  significant  interest  rate  risk
relating to debt securities as they are short-term in nature.

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.

                           Page 11

<PAGE>

                            PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATED ENTITY 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. (United), both  publicly-
owned real estate investment trusts.

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

Ernest V. Bencivenga Treasurer and                   1961
(83)                 Director of MREIC;         Owns 7,155 shs
Secretary/Treasurer  Secretary/Treasurer           .42% (1)
And Director         and Director of
                     United.

Anna T. Chew         Certified Public                1994
(43)                 Accountant;                  Owns 13,129
Vice President       Vice President, Chief            shs
and Director         Financial                     .77 % (2)
                     Officer and Director
                     of United;
                     Controller and
                     Director of
                     MREIC.

Charles P. Kaempffer Self-employed                   1970
(64)                 investor;                    Owns 15,331
Director             Director of MREIC,               shs
                     United and                    .90 % (3)
                     Community Bank of New
                     Jersey.

Eugene W. Landy      Attorney;  President            1961
(68)                 of MREIC;                   Owns 224,725
President            Chairman of the Board            shs
and Director         of United.                   13.24 % (4)

Michael Landy        President (1998 to              2001
(40)                 present) of Siam             Owns 36,176
Director             Records, L.L.C.;                 shs
                     Chief Engineer and            2.13% (5)
                     Technical Director
                     (1987 to 1998) of GRP
                     Recording Company.

Samuel A. Landy      Attorney;  President            1994
(41)                 and Director                 Owns 65,416
Director             of United;  Director             shs
                     of MREIC.                    3.86 % (6)


                            Page 12
<PAGE>


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

Eugene Rothenberg    Obstetrician and                2001
(69)                 Gynecologist;              Owns 4,308 shs
Director             Investor                        .26 %

Robert G. Sampson    Self-employed investor;         1963
(75)                 Director of MREIC and        Owns 16,986
Director             United;                          shs
                     General Partner for            1.00 %
                     Sampco, Ltd.

                                                  383,226 shs
                               TOTAL                22.58%



(1)  Includes 5,653 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)  8,019 shares held by Mr. Landy's  wife;   (b)
     32,835  shares held in the Landy & Landy Employees'  Pension
     Plan,  of  which Mr. Landy is a Trustee with power to  vote;
     (c)  69,051  shares  held in the Landy  &  Landy  Employees'
     Profit  Sharing  Plan, of which Mr. Landy  is  Trustee  with
     power   to  vote;  and  (d)  14,545  shares  held  by  Landy
     Investments, Ltd. of which Mr. Landy has power to vote.

(5)  Includes 9,653 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.

(6)  Includes  (a)  13,443 shares held by Mr. Landy's  wife;  (b)
     14,687   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)  25,658  shares in the Samuel Landy Family  Limited
     Partnership.
                              Page 13
<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 short year ended December 31, 2001  and  the
fiscal years ended March 31, 2001 and  2000. 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                Compensation
   Position                         Salary    Bonus   Other (1)

   Eugene W. Landy        12/31/01  $37,500   None      $1,600
   Chief Executive        3/31/01   $50,000   None      $3,200
  Officer
                          3/31/00   $50,000   None      $3,200



(1)  Represents base compensation and directors' fees.

Report of the Compensation Committee

Overview and Philosophy

     The Company has a Compensation Committee consisting of three
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.

                                Page 14
<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.


<TABLE>
<CAPTION>
<S>              <C>              <C>             <C>
     Year          Monmouth
    Ended           Capital          NASDAQ          NASDAQ
  December 31,   Corporation         Total        Financial

     1996             100              100            100
     1997             117              122            117
     1998             144              173            172
     1999             106              321            337
     2000             107              193            196
     2001             127              153            150
</TABLE>

                             Page 15
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

      As  of December 31, 2001, 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
Of Beneficial          Beneficially         Class
Owner

Eugene W. Landy
20 Tuxedo Road
Rumson, NJ  07760        224,725            13.24%

      The Company believes that during 2001, 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  10  of  the  Notes  to Consolidated  Financial  Statements-
Payments to Affiliated Persons and Related Party Transactions.

                            Page 16

<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                               19

(ii)   Consolidated Balance Sheets                  20-21

(iii)  Consolidated Statements of Income              22

(iv)   Consolidated  Statements  of
       Shareholders' Equity                           23

(v)    Consolidated Statements of Cash  Flows         24

(vi)   Notes to Consolidated Financial Statements    25-39


                            Page 17

<PAGE>


(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 merged into the Registrant during 2001.  During  2001,
the   Registrant  formed  a  subsidiary,  Palmer  Terrace  Realty
Associates,  LLC to purchases a warehouse facility in  Carlstadt,
New Jersey.

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

      Form  8-K  dated December 20, 2001 was filed to report  the
purchase of a warehouse facility in White Bear Lake, Minnesota.

                             Page 18
<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 December 31, 2001 and March
31,  2001,  and  the related consolidated statements  of  income,
shareholders'  equity  and cash flows for the  short  year  ended
December  31, 2001 and the years ended March 31, 2001  and  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 auditing
standards  generally accepted in the United  States  of  America.
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  December
31,  2001  and  March 31, 2001, and the consolidated  results  of
their  operations and their cash flows for the short  year  ended
December 31, 2001 and the years ended March 31, 2001 and 2000  in
conformity with accounting  principles  generally accepted in the
United States of America.



                         /s/ Cowan, Gunteski & Co.




March 21, 2002
Toms River, New Jersey
                              Page 19

<PAGE>



                  MONMOUTH CAPITAL CORPORATION
                   CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                               <C>               <C>
                                       December 31,       March 31,
             ASSETS                        2001              2001

  Real Estate Investments:
  Land                                 $1,659,065            $11,065
  Buildings, Improvements and
    Equipment, net of
    accumulated depreciation of
    $80,000 and -0-,
    respectively                        6,155,971                -0-
                                         ________           ________
   Total Real Estate Investments        7,815,036             11,065


  Loans Receivable, net of
    allowance for losses of
    $58,770 and -0-,
    respectively                       2,397,698          3,048,708
  Cash and Cash Equivalents              607,443             92,450
  Accounts Receivable                    157,292             47,705
  Securities Available for Sale,
    at Fair Value:
    Federal National Mortgage
     Association                       5,327,937          5,967,189
    Government National Mortgage
     Association                         205,533            250,125
    Other Securities Available
     for Sale                          6,123,300          6,059,984
   Inventory                             253,404                -0-
   Prepaid Expenses and Other
    Current Assets                        35,283             17,310
   Unamortized Financing Costs           114,874                -0-
                                      __________         __________
      TOTAL ASSETS                   $23,037,800        $15,494,536
                                      ==========         ==========
</TABLE>



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

                             Page 20

<PAGE>

                  MONMOUTH CAPITAL CORPORATION
               CONSOLIDATED BALANCE SHEETS (CONT.)

<TABLE>
<CAPTION>
<S>                               <C>            <C>
                                       December 31,     March 31,
                                          2001            2001
  LIABILITIES AND SHAREHOLDERS'
             EQUITY

Mortgages Payable                      $5,719,724      $      -0-
Accounts Payable and Accrued Expenses     158,711         129,615
Loans Payable                           9,449,933       8,873,565
Other Liabilities                          34,657          27,514
                                       __________       _________
      Total Liabilities                15,363,025       9,030,694
                                       __________       _________
Minority Interest                         349,053             -0-
                                       __________       _________
Shareholders' Equity:
  Common Stock (par value $1.00
    per share; Authorized
    10,000,000 shares; issued
    and outstanding 1,697,014
    and 1,573,790 shares
    respectively                       1,697,014       1,573,790
  Additional Paid-In Capital           3,640,737       3,409,497
  Accumulated Other
    Comprehensive
    Income                             1,689,134       1,166,296
   Retained Earnings                     298,837         314,259
                                       _________       _________
      Total Shareholders' Equity       7,325,722       6,463,842
                                       _________       _________
      TOTAL LIABILITIES AND
         SHAREHOLDERS' EQUITY        $23,037,800     $15,494,536
                                     ===========     ===========
</TABLE>


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

                             Page 21

<PAGE>


                  MONMOUTH CAPITAL CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
<S>                         <C>                <C>
                                                 For the Years Ended
                                                      March 31,
                             For the Short
                               Year Ended
                           December 31, 2001      2001          2000
Income:
  Sales of Manufactured
   Homes                              $35,500   $4,790,693   $4,759,648
  Interest and Dividend
Income                                947,491      875,778      388,709
  Rental Income                       206,170       10,610      184,547
  Other Income                        255,002      154,239      121,012
                                    _________    _________    _________
      Total Income                  1,444,163    5,831,320    5,453,916
                                    _________    _________    _________
Expenses:
Cost of Sales of
Manufactured Homes                     33,836    4,192,175    3,974,912
Selling Expense                           -0-      425,620      474,134
Salaries and Employee
  Benefits                            136,346      254,518      315,290
Professional Fees                      86,201      129,590      126,299
Interest Expense                      373,159      364,690      152,509
Other Expenses                        397,022      539,427      641,991
                                    _________    _________    _________
      Total Expenses                1,026,564    5,906,020    5,685,135
                                    _________    _________    _________
Gain (Loss) Before Gain on
Sale of Real Estate                   417,598     (74,700)    (231,219)
Investment and Minority
Interest
Minority Interest                      19,393          -0-          -0-
Gain on Sale of Real
  Estate Investment                       -0-          -0-      245,419
                                   __________    _________    _________
NET INCOME (LOSS)                    $398,205    $(74,700)      $14,200
                                   ==========    =========    =========
NET INCOME (LOSS) PER
  SHARE-BASIC AND DILUTED              $ .025     $ (0.05)       $ 0.01
                                   ==========    =========    =========
WEIGHTED AVERAGE
  SHARES OUTSTANDING:
      BASIC                         1,597,213    1,534,759    1,516,528
                                   ==========    =========    =========
      DILUTED                       1,602,787    1,534,759    1,516,528
                                   ==========    =========    =========
</TABLE>
        See Accompanying Independent Auditors' Report and
           Notes to Consolidated Financial Statements

                               Page 22

<PAGE>



                  MONMOUTH CAPITAL CORPORATION
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>                    <C>          <C>             <C>

                                                      Additional
                          Common        Stock          Paid-In
                          Number        Amount         Capital

Balance March 31,1999      1,513,891     $1,513,891      $3,304,657

 Common Stock Issued
with the DRIP*                 8,389          8,389          14,689
Net Income                       -0-            -0-             -0-
Distributions                    -0-            -0-             -0-
Unrealized Net Holding
Losses on Securities
Available for Sale               -0-            -0-             -0-
                           _________      _________       _________
Balance March 31,2000      1,522,280      1,522,280       3,319,346

Common Stock Issued
  with the DRIP*              51,510         51,510          90,151
Net Loss                         -0-            -0-             -0-
Distributions                    -0-            -0-             -0-
Unrealized Net Holding
  Losses on Securities
  Available for Sale             -0-            -0-             -0-
                           _________      _________       _________
 Balance March 31,2001     1,573,790      1,573,790       3,409,597

 Common Stock Issued
with DRIP                    123,224        123,224         231,240
  Net Income                     -0-            -0-             -0-
  Distributions                  -0-            -0-             -0-
Unrealized Net Holding
  Losses on Securities
  Available for Sale             -0-            -0-             -0-
                           _________     __________       _________
 Balance December 31,
2001                       1,697,014     $1,697,014      $3,640,737
                           =========     ==========       =========
</TABLE>
*Dividend Reinvestment and Stock Purchase Plan


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

                            Page 23A

<PAGE>

                  MONMOUTH CAPITAL CORPORATION
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
<S>                     <C>            <C>          <C>

                             Accumulated
                             Other Com-                    Compre-
                             prehensive      Retained      hensive
                             Income          Earnings       Income

Balance March 31,1999            $3,083    $526,592

Common Stock Issued with
the DRIP*                         -0-         -0-
Net Income                        -0-        14,200       $14,200
Distributions                     -0-       (75,710)
Unrealized Net Holding
Losses on Securities
Available for Sale
                                (35,912)       -0-        (35,912)
                               _________    ________     ________
Balance March 31,2000           (32,829)     465,082     $(21,712)
                                                         ========
Common Stock Issued
  with the DRIP*                  -0-          -0-
Net Loss                          -0-        (74,700)     (74,700)
Distributions                     -0-        (76,123)
Unrealized Net Holding
  Losses on Securities
  Available for Sale          1,199,125        -0-      1,199,125
                              _________     ________    _________
Balance March 31, 2001        1,166,296      314,259   $1,124,425
                                                        =========
 Common Stock Issued with
DRIP                              -0-          -0-
 Net Income                       -0-        398,205     $398,205
  Distributions                   -0-       (413,627)
Unrealized Net Holding
  Losses on Securities
  Available for Sale           522,838         -0-        522,838
                             _________     _________     ________
 Balance December 31,
2001                        $1,689,134      $298,837     $921,043
                             =========     =========     ========
</TABLE>
*Dividend Reinvestment and Stock Purchase Plan


        See Accompanying Independent Auditors' Report and
           Notes to Consolidated Financial Statements
                            Page 23B

<PAGE>


                MONMOUTH CAPITAL CORPORATION
            CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S>                                <C>           <C>           <C>
                                                   For the Years Ended
                                  For the Short          March 31,
                                   Year Ended
                                   December 31,
                                     2001           2001        2000
CASH FLOWS FROM OPERATING
ACTIVITIES
 Net Income                         $398,205     $(74,700)    $14,200
 Adjustments to reconcile net
income to net cash provided by
operating activities:
  Income Allocated to Minority        19,393        -0-         -0-
    Interest
  Depreciation and Amortization       81,500       60,519      79,908
  Provision for Loan Losses          134,400        -0-         -0-
  Gain on Sale of Securities        (254,684)     (31,598)    (16,841)
Available for Sale
  Gain on Sale of Real Estate
    Investments                        -0-          -0-      (245,419)
Changes In Operating Assets and
    Liabilities:
    Accounts Receivable             (109,587)      82,893      15,472
    Inventory                          -0-        489,317     391,761
    Prepaid Expenses and Other
      Current Assets                 (17,973)      25,297       3,370
    Accounts Payable and Accrued
      Expenses                        29,096     (330,397)    320,056
    Other Liabilities                  7,143      (42,879)     (8,850)
                                   _________     ________   _________
Net Cash Provided  by Operating
    Activities                       287,493      178,452     553,657
                                   _________     ________   _________
CASH FLOWS FROM INVESTING
    ACTIVITIES
    Loans Made                        -0-      (1,291,195)   (609,962)
    Collections and Other
       Decreases in Loans
       Receivable                    263,206      747,291     793,403
    Purchase of Securities
       Available for Sale           (204,907)  (8,198,342) (2,852,770)
    Proceeds from Sales and
       Other Decreases in
       Securities Available for
       Sale                        1,602,957      225,674     116,581
    Additions to Real Estate
      Investments                 (7,883,971)    (103,430)   (171,437)
    Proceeds from Sale of Real
      Estate Investments               -0-        389,834   1,257,343
    Disposition of Inventory           -0-      2,261,624       -0-
                                   _________    _________   _________
Net Cash  Used  by Investing
Activities                        (6,222,715)  (5,968,544) (1,466,842)
                                   _________    _________   _________
CASH FLOWS FROM FINANCING
ACTIVITIES
    Proceeds from Mortgages        5,736,250         -0-        -0-
    Proceeds from Loans              900,000         -0-        -0-
    Net Increase (Decrease) in
      Margin Loans Payable and
      Inventory Financing           (323,632)    5,609,061  1,071,161
    Principal Payments of
      Mortgages                      (16,526)        -0-        -0-
    Financing Costs on Debt         (116,374)        -0-        -0-
    Increase in Minority
      Interest                       329,660         -0-        -0-
    Dividends Paid                  (320,264)      (54,973)   (54,142)
    Proceeds from the Issuance
      of Class A Common Stock        261,101       120,511      1,510
                                   _________     _________  _________
Net Cash Provided by Financing
Activities                         6,450,215     5,674,599  1,018,529
                                   _________     _________  _________
Net Increase (Decrease) in Cash and
Cash Equivalents                     514,993      (115,493)   105,344
Cash and Cash Equivalents at
Beginning of Year                     92,450       207,943    102,599
                                   _________    __________  _________
Cash and Cash Equivalents at End
   of Year                          $607,443       $92,450   $207,943

                                   =========    ==========  =========
</TABLE>
        See Accompanying Independent Auditors' Report and
           Notes to Consolidated Financial Statements

                              Page 24

<PAGE>

                  MONMOUTH CAPITAL CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2001


NOTE 1 - CHANGE IN YEAR END TO CALENDAR YEAR

      On  September  26, 2001 Monmouth Capital  Corporation  (the
Company) adopted a change from a fiscal year end of March 31 to a
calendar  year  end, effective for the short year ended  December
31,  2001.   Form 8-K was filed with the Securities and  Exchange
Commission.

      For  purposes  of  this  Annual  Report,  the  Company  has
furnished  consolidated  financial statements  for  the preceding
fiscal year ended March 31, 2001.  The  Company  does not believe
that   seasonality   has  a  material   adverse   effect  on  the
comparability   of   information   or  trends  reflected  by  the
consolidated   financial   statements.    The  Company  has  also
furnished Pro Forma financial information  for the  corresponding
period of the prior year (See Note 14).

      In  conjunction  with the change in year end,  the  Company
intends  to  elect to be taxed as a real estate investment  trust
(REIT)  effective  for the transition period ended  December  31,
2001.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation and Minority Interests

      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.
MHS was merged into the Company on December 6, 2001.  The Company
consolidates the results of certain operations that have minority
interest.  All inter-company transactions and balances have  been
eliminated in consolidation.

Description of the Business

      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.

     During  fiscal 1994, the Company formed MHS to  finance  and
sell manufactured homes at manufactured home communities owned by
United  Mobile  Homes,  Inc.  (United),  a  related  real  estate
investment trust (REIT).  On March 30, 2001, the Company sold all
of  its  existing  inventory to United at the Company's  carrying
value.   The Company exited the manufactured home sales  business
since it proved to be unprofitable.


                            Page 25

<PAGE>

      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.
The  Company  has  also  invested in mortgage  backed  securities
issued  by the Federal National Mortgage Association. 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.

      On  July  20,  2001, Palmer Terrace Realty Associates,  LLC
(Palmer   Terrace),  a  51%  owned  subsidiary  of  the  Company,
purchased  a 59,400 square foot warehouse facility in  Carlstadt,
New  Jersey  from  WXIII/MWL Real Estate Limited Partnership,  an
unrelated entity.

     On  December 20, 2001, the Company purchased a 59,425 square
foot  warehouse facility in White Bear Lake, Minnesota from Jones
Development Company, LLC, an unrelated entity.

Revenue Recognition

     Sale of manufactured homes is recognized on the full accrual
basis when certain criteria are met.  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.

Buildings, Improvements and Equipment

      Buildings,  Improvements and Equipment are  stated  at  the
lower  of depreciated cost or net realizable value.  Depreciation
is  computed based on the straight-line method over the estimated
useful  life of the assets (39 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.

                             Page 26
<PAGE>


Securities Available for Sale

      The  Company's  securities are classified as Available-for-
Sale, 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, which includes costs associated with
the repossession of a home, or market value  and are   determined
by  the  specific  identification method.  All  inventories  were
considered finished goods.

Income Taxes

     The Company will elect  to be taxed as a REIT under Sections
856-858  of the Internal Revenue Code.  The Company will  not  be
taxed  on  the  portion  of its income which  is  distributed  to
shareholders, provided it distributes at least 90% of its taxable
income, has at least 75% of its assets in real estate investments
and meets certain other requirements for qualification as a REIT.
Additionally, at April 1, 2001, the Company  had  certain  assets
with built-in gains.  If these assets are sold within a  ten-year
period, any gain may be taxable.

     The  Company  previously  accounted  for  income  taxes   in
accordance  with  Statement  of  Financial  Accounting  Standards
(SFAS) No. 109, "Accounting for Income Taxes".  Income taxes were
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  (1,597,213,   1,534,759   and
1,516,528,  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 7).  Options  in
the  amount  of  5,574, -0- and -0- are included in  the  diluted
weighted average shares outstanding for December 31, 2001,  March
31, 2001, and March 31, 2000, respectively.


Reclassifications

     Certain amounts in the consolidated financial statements for
the  prior  periods  have been reclassified  to  conform  to  the
statement    presentation   for   the   current   year.     These
reclassifications have no effect on net income.

                             Page 27

<PAGE>

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.

NOTE 3 - REAL ESTATE INVESTMENTS

     On  July  20,  2001, Palmer Terrace Realty  Associates,  LLC
(Palmer   Terrace),  a  51%  owned  subsidiary  of  the  Company,
purchased  a 59,400 square foot warehouse facility in  Carlstadt,
New  Jersey  from  WXIII/MWL Real Estate Limited Partnership,  an
unrelated entity.  This warehouse facility is 100% net leased  to
Macy's  East,  Inc.,  an Ohio corporation.  The  purchase  price,
including  closing  costs, was approximately $3,200,000.   Palmer
Terrace  paid  approximately $860,000  in  cash  and  obtained  a
mortgage  of approximately $2,340,000.  This mortgage payable  is
at an interest rate of 7.75% and is due August 15, 2021.

     On  December 20, 2001, the Company purchased a 59,425 square
foot  warehouse facility in White Bear Lake, Minnesota from Jones
Development  Company, LLC, an unrelated entity.   This  warehouse
facility is 100% net leased to Federal Express Corporation.   The
purchase   price,  including  closing  costs,  was  approximately
$4,800,000.   The  Company paid approximately $300,000  in  cash,
borrowed   approximately   $1,100,000  against   its   securities
portfolio  and  obtained a mortgage of approximately  $3,400,000.
This  mortgage is at an interest rate of 7.04% and is due January
1, 2012.

      The  following  is  a summary of the cost  and  accumulated
depreciation  of the Company's land, buildings, improvements  and
equipment at December 31, 2001:
<TABLE>
<CAPTION>
<S>          <C>         <C>         <C>             <C>
                                         Building,
                                       Improvements,
December 31,                                and        Accumulated
 2001                         Land       Equipment     Depreciation

Tennessee    Vacant Land   $              $      -0-        $    -0-
                              11,065
New Jersey   Industrial      623,000       2,491,971          32,000
             Building
Minnesota    Industrial    1,025,000       3,744,000          48,000
             Building
                           _________       _________       _________
             TOTAL        $1,659,065      $6,235,971        $ 80,000

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

</TABLE>

                              Page 28

<PAGE>

      At  March  31, 2001, the Company's real estate  investments
consisted of the vacant land in Tennessee at a cost of $11,065.

NOTE 4 - LOANS RECEIVABLE

      The following is a summary of the loans held by the Company
at December 31, 2001 and March 31, 2001:

<TABLE>
<CAPTION>
<S>                  <C>       <C>       <C>        <C>
                                                Balance
                      Rate      Date     12/31/01     3/31/01

Financed
 Manufactured Homes  10%-15%   various   $2,409,734  $3,021,188
Other                various   various       46,734      27,520
                                          _________   _________
Total Loans
 Receivable                               2,456,468   3,048,708
Allowance for
 Losses                                      58,770         -0-
                                          _________   _________
Net Loans
 Receivable                              $2,397,698  $3,048,708
                                          =========   =========
</TABLE>

     During  1994, MHS began selling manufactured home units  and
financing these sales.  At December 31, 2001 and March 31,  2001,
financed  manufactured  homes  consist  of  112  and  138  loans,
respectively.  These  loans  range  from  approximately  $300  to
approximately   $60,000.    Loans   receivable    for    financed
manufactured   homes  are  secured  by  the  property   financed.
Generally, the terms of the loans do not exceed 20 years.

                              Page 29

<PAGE>

NOTE 5 - SECURITIES AVAILABLE FOR SALE

     The following is a summary of investments in debt and equity
securities at December 31, 2001:

<TABLE>
<CAPTION>
<S>                             <C>        <C>         <C>
          Description            Shares     Cost     Fair Value

Equity Securities-Preferred
Stock:
Apartment Inv and Management
 Co 10%                            1,000  $  26,220    $  25,900
Associated Estates Realty
 Corp 9.75% Class A               19,500    310,459      485,550
Crescent Real Estate
 Equities Co  6.75%                 2000     27,266       38,700
Crown American Realty Trust 11%   20,200    730,605    1,045,277
Equity Inns Inc 9.5% Series A     12,400    201,783      275,776
Equity Office Properties Trust
 8.98% Series A                    1,000     21,995       25,500
Felcor Lodging Trust Inc 1.95%    16,000    281,072      374,240
Felcor Lodging Trust Inc. 9%       4,000     66,520       81,600
 Series B
G&L Realty Corp 10.25% Series A    1,000     15,683       17,650
Glenborough Realty Trust 7.75%
 Series A                          6,000     87,823      126,600
Glimcher Realty Trust 9.25%
 Series B                          4,000     62,418       98,000
Healthcare Property Investors
 7.875% Series A                   3,000     50,860       75,450
Healthcare Property Investors
 8.7% Series B                     8,000    133,417      196,800
Highwoods Properties Inc 8%
 Series D                          1,000     17,170       23,340
Hospitality Properties Trust
 9.5% Series A                     6,400    127,413      163,968
Innkeepers USA Trust 8.625%
 Series A                         10,000    182,513      232,500
Instar Financial Inc. 8%
 Series D                          4,500     80,915       96,075
JDN Realty Corp 9-3/8% Series A   14,000    253,484      346,780
Kramont Realty Trust 9.5%         22,700    382,548      544,800
 Series D
Mid America Apartment
 Communities Inc. 9.5% Series A   12,500    219,501      314,375
Mid America Apartment
 Communities Inc 8.825%
 Series B                          1,200     24,525       29,976

</TABLE>
                             Page 30

<PAGE>
<TABLE>
<CAPTION>
<S>                             <C>        <C>         <C>



          Description            Shares     Cost      Fair Value

New Plan Excel Realty Trust
 8.5% Series A                     1,000      20,558       25,500
New Plan Excel Realty Trust
 8.625% Series B                   2,000      38,990       49,800
Prime Retail Inc. Series B         1,000       5,185        3,000
Sovran Self Storage Inc
 9.85% Series B                    1,000      19,245       26,500
Thornburg Mortgage Asset
 Corp 9.68% Series A               1,700      33,423       44,880
Vornado Realty Trust 8.5%          1,000      19,683       25,050
 Series C
                                           _________    _________
Total  Equity Securities  -
 Preferred Stock                           3,441,274    4,793,587
                                           _________    _________
Equity Securities-Common Stock:
Annaly Mortgage Management Inc.    7,500      66,115      120,000
HRPT Properties Trust              4,000      28,150       34,640
LaSalle Hotel Properties           1,000      12,308       11,740
New Plan Excel Realty Trust Inc    5,000      70,188       95,250
Sizeler Properties Investors
 Inc                             102,000     789,217      920,040
Tork Time Control Inc              1,500      10,125       14,063
United Mobile Homes, Inc.
 (a related entity)               11,000      84,826      133,980
                                           _________    _________
Total Equity Securities-
  Common Stock                             1,060,929    1,329,713
                                           _________    _________
Total Equity Securities                    4,502,203    6,123,300
                                           _________    _________

Debt Securities:
Federal National Mortgage
 Association 6.09% 7/1/39                  4,512,639    4,579,156
Federal National Mortgage
 Association 6.86% 11/1/30                   743,188      748,781
Government National Mortgage
 Association 6.5% 2/20/14                    209,606      205,533
                                           _________    _________
Total Debt Securities                      5,465,433    5,533,470
                                           _________    _________
Total Securities Available                $9,967,636  $11,656,770
 for Sale
                                           =========   ==========

</TABLE>

                             Page 31
<PAGE>

     The following is a summary of investments in debt and equity
securities at March 31, 2001:

<TABLE>
<CAPTION>
<S>                             <C>        <C>         <C>

          Description            Shares      Cost      Fair Value

Equity Securities-Preferred
Stock:
Associated Estates Realty Corp
  9.75% Class A                   19,500    $ 310,459    $ 413,400
Camden Property Trust $2.25        1,000       22,000       25,850
 Series A
Crescent Real Estate Equities      2,000       27,266       34,200
 Co  6.75%
Crown American Realty Trust 11%   20,200      731,032      896,791
Equity Inns Inc 9.5% Series A     12,400      201,783      250,852
Equity Office Properties Trust
 8.98% Series A                    1,000       21,995       25,230
Felcor Lodging Trust Inc 1.95%     4,000      281,072      358,400
Felcor Lodging Trust Inc. 9%      16,000       66,520       78,800
 Series B
First Industrial Rlty Trust        2,000       44,925       50,040
 9.5%  Series A
G&L Realty Corp 10.25% Series A    1,000       15,683       17,000
Glenborough Realty Trust 7.75%     6,000       87,823      116,100
 Series A
Glimcher Realty Trust 9.25%        4,000       62,418       78,800
 Series B
Healthcare Property Investors
 7.875% Series A                   8,000      133,417      176,000
Healthcare Property Investors
 8.7% Series B                     3,000       50,860       70,800
Highwoods Properties Inc 8%
 Series D                          1,000       17,170       21,980
Hospitality Properties Trust
 9.5% Series A                     6,400      127,413      157,504
Innkeepers USA Trust 8.625%
 Series A                          8,000      145,273      156,400
Instar Financial Inc. 9 3/8
 Series B                         17,000      267,504      369,750
Instar Financial Inc. 9.2%
 Series C                          1,000       15,245       21,750
Instar Financial Inc. 8%
 Series D                          2,000       32,115       37,800
JDN Realty Corp 9-3/8% Series A   13,600      244,989      290,632
Kramont Realty Trust 9.5%
 Series D                         22,700      382,548      463,080
Mid America Apartment
Communities Inc. 9.5% Series A     1,200       24,525       27,180
Mid America Apartment
 Communities Inc 8.825%
 Series B                         12,500      219,501      267,500


</TABLE>

                                 Page 32


<PAGE>
<TABLE>
<CAPTION>
<S>                              <C>     <C>          <C>
          Description            Shares          Cost   Fair Value

New Plan Excel Rlty Trust 8.5%
 Series A                          1,000       20,558       24,250
New Plan Excel Rlty Trust
 8.625% Series B                   2,000       38,990       46,400
Prime Group Realty Trust 9%
 Series B                          3,000       48,040       55,500
Prime Retail Inc. Series B         1,000        5,185        4,240
Sovran Self Storage Inc 9.85%
 Series B                          1,000       19,245       24,800
Thornburg Mortgage Asset Corp
 9.68% Series A                    1,700       33,423       40,460
United Dominion Realty Trust
 9.25% Series A                    4,000       75,497       98,400
United Dominion Realty Trust
 8.6% Series B                     2,000       35,646       49,640
Vornado Realty Trust 8.5%
 Series C                          1,000       19,683       24,500
                                           __________   __________
Total Equity Securities -
 Preferred Stock                            3,829,803    4,774,029
                                           __________   __________
Equity Securities-Common Stock:
Annaly Mortgage Management Inc.    7,500       66,115       84,450
HRPT Properties Trust              4,000       28,150       33,120
LaSalle Hotel Properties           1,000       12,308       16,190
New Plan Excel Realty Trust Inc    5,000       70,188       80,000
Pennsylvania Real Estate
 Investment Trust                  5,000       82,300      105,000
Sizeler Properties Investors
 Inc                              92,600      706,057      816,732
Tork Time Control Inc              1,500       10,125       14,063
United Mobile Homes, Inc.
 (a related entity)               11,000       84,826      136,400
                                           __________   __________
Total Equity Securities-
  Common Stock                              1,060,069    1,285,955
                                           __________   __________
Total Equity Securities                     4,889,872    6,059,984
                                           __________   __________
Debt Securities:
Federal National Mortgage
 Association 6.09% 7/1/39                   4,968,079    4,968,079
Federal National Mortgage
 Association 6.86% 11/1/30                    999,110      999,110
Government National Mortgage
 Association 6.5% 2/20/14                     253,941      250,125
                                           __________   __________
Total Debt Securities                       6,221,130    6,217,314
                                           __________   __________
Total Securities Available                $11,111,002  $12,277,298
 for Sale
                                           ==========   ==========
</TABLE>
                             Page 33

<PAGE>

NOTE 6 - MORTGAGES PAYABLE AND LOANS PAYABLE

     Mortgages Payable

      The following is a summary of mortgages payable at December
31, 2001:

                                                Balance
          Property       Rate    Maturity      12/31/01

     New Jersey          7.75%     2021      $2,319,724
     Minnesota           7.04%     2011       3,400,000
                                             __________
       Total Mortgages
           Payable                           $5,719,724
                                              =========

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

                2002                   $173,306
                2003                    197,705
                2004                    212,509
                2005                    228,425
                2006                    245,536
             Thereafter               4,662,243
                                     __________
                                     $5,719,724
                                      =========

     Loans Payable

     The Company purchases securities on margin.  At December 31,
2001 and  March 31, 2001, the margin loans amounted to $8,549,933
and  $8,873,565, respectively.  The  interest rate was 3.875%  at
December  31,  2001 and ranged from 5.05% to 6.75% at  March  31,
2001.   These loans were secured by investment securities with  a
market value of $11,656,770 and $12,277,298, respectively.  These
margin loans are due on demand.

     On   August  31, 2001  the Company received a $500,000  loan
from  Two Rivers Bank.  This loan is at an interest rate of based
on  five-year Treasury note plus 2.75% and is  due on  August 31,
2003.  This  loan  is  personally  guaranteed by Eugene W. Landy,
Chairman and President.

     On  December 18, 2001, the Company received a $400,000  loan
from   United,  secured  by  loans  receivable  of  approximately
$600,000.  This loan is at an interest rate of 10% and is due  on
December 18, 2006.

                             Page 34

<PAGE>

NOTE 7 - 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:

                                  12/31/01    3/31/01   3/31/00

 Net Income (Loss)  As Reported   $398,205  $(74,700)   $14,200
                    Pro forma      369,916   (91,281)     (498)

 Net Income (Loss)  As Reported        .25      (.05)       .01
   Per Share        Pro forma          .22      (.06)       -0-

     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;
dividend  yield of .3 percent; expected volatility of 25 percent;
risk-free  interest rates of 6.5 percent; and expected  lives  of
eight years for the short year ended December 31, 2001  and  five
years ended March 31, 2001 and 2000.

                             Page 35

<PAGE>

     A  summary of the status of the Company's stock option plans
as of  December 31, 2001, March 31, 2001 and  March 31, 2000, and
changes during the periods then ended are as follows:


                         12/31/01           3/31/01             3/31/00
                         Weighted          Weighted            Weighted
                          Average           Average             Average
                         Exercise          Exercise
                Shares     Price   Shares    Price    Shares   Exercise
                                                                  Price
Outstanding at
 beginning of
 period          90,000      $2.86  70,000     $2.93   115,000     $2.96
Issued           50,000       3.30  20,000      2.62       -0-       -0-
Expired/
 Cancelled          -0-        -0-     -0-       -0-  (45,000)      3.00
                _______             ______             _______
Outstanding at
 end of period  140,000       3.02  90,000      2.86    70,000      2.93
                =======             ======             =======

Weighted-
 average fair
 value of
 options
 granted
 during the
 year                         1.57               .94                 -0-
                             =====             =====               =====
     The  following is a summary of stock options outstanding  as
     of  December 31, 2001:

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

     4/8/98        2         20,000    2.75    4/8/03
     9/28/98       1         50,000    3.00    9/28/03
     10/4/00       2         20,000    2.625   10/4/05
     10/4/01       1         50,000    3.30    10/4/09
                            _______
                            140,000
                            =======

      As  of   December 31, 2001,  there   were  160,000   shares
available for grant under the Plan.


NOTE 8 - 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

                             Page 36


<PAGE>

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 short year ended December 31, 2001 and for the
years  ended  March  31,  2001  and 2000,  the  Company  received
$354,464,  $141,661  and  $23,078 from  the  DRIP,  respectively.
There   were  123,224,  51,510  and  8,389  new  shares   issued,
respectively.

      On  December  17,  2001, the Company  paid  $413,627  as  a
dividend of $.25 per share to shareholders of record November 15,
2001.

NOTE 9 - INCOME TAXES

      The  Company  has elected to be taxed as a REIT.    As  the
Company  has  not  distributed all of  its  income  currently,  a
provision for federal excise and other taxes of $35,193 has  been
made for the short year ended December 31, 2001.

NOTE 10 - PAYMENTS TO AFFILIATED PERSONS AND RELATED PARTY
          TRANSACTIONS

      Management currently operates Monmouth Real Estate  Invest-
ment   Corporation   and   United  Mobile Homes, Inc., two REITs.
Certain overhead expenses  are  shared  among these companies.

Payments to Affiliated Persons

      Total  payments to all officers, directors  and  affiliated
persons  during the short year ended December 31,  2001  and  the
fiscal years ended March 31, 2001, and 2000  amounted to $50,300,
$98,000,  $98,800, respectively.  Eugene W. Landy,  President  of
the  Company,  received $39,100, $53,200 and $53,200  in  salary,
management and director fees.

Transactions with United Mobile Homes, Inc.

      MHS had rental expenses to United. United owns and operates
manufactured  home communities.  Seven Directors of  the  Company
are  also Directors and shareholders of United.  MHS paid  United
market  rent on sites where MHS had a home for sale.  Total  site
rental  expense  to  United  amounted to  $22,690,  $82,087,  and
$161,377,  respectively, for the short year  ended  December  31,
2001  and for the years ended March 31, 2001 and  2000.  MHS also
leased  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 $-0-,  $153,480,  and
$145,670 for the short year ended December 31, 2001 and  for  the
years ended March 31, 2001 and  2000, respectively.

      During  the  years  ended March 31,  2001  and   2000,  MHS
acquired certain inventory from United.  These purchases amounted
to  $124,890 and  $64,984, representing 3% and  2%, respectively,
of total purchases made by MHS during fiscal 2001 and  2000. This
inventory  was  available through United,  but  could  have  been
acquired from a third-party at approximately the same cost.

                             Page 37


<PAGE>


     During  fiscal 2001 and 2000, MHS sold to United 10 and   21
homes,  respectively,  for a total sales price  of  $161,487  and
$437,137   respectively, at MHS's cost.  These sales  represented
3%  and  9%,  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.

      In  addition to the above sales, on March 30, 2001,  United
purchased  at  carrying value all of the remaining  inventory  of
MHS.   This  amounted  to $2,261,624.  United  also  assumed  the
inventory financing of $ 1,833,871.

NOTE 11 - GROUP CONCENTRATIONS OF CREDIT RISK

      The  Company's  loan  portfolio is diversified.  Generally,
loans  are collateralized by the manufactured homes.  At December
31, 2001 and March 31, 2001, all loans were secured.

NOTE 12 - 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
5).  The  fair  value  of  mortgages payable  and  loans  payable
approximates  their current carrying amounts since  such  amounts
payable are at a current market rate of interest.

                             Page 38
<PAGE>

NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION

      Cash paid during the short year ended December 31, 2001 and
the  years ended March 31, 2001 and  2000 for interest and  taxes
are as follows:

                      12/31/01       3/31/01          3/31/00

Interest            $373,159         $364,690        $152,509

Taxes                 $8,193          $13,071          $5,643



      During the short year ended December 31, 2001 and the years
ended   March  31,  2001  and  2000  the  Company  had   dividend
reinvestments  of  $93,363, $21,150 and   $21,568,  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.

       During  the  short  year  ended  December  31,  2001,  the
collateral  for loans receivable of $253,404 was repossessed  and
placed in inventory.

NOTE 14 - PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

       The   following  is  the  unaudited  pro  forma  financial
information  for the comparable prior year period ended  December
31, 2000:

     Total Income                      $4,274,921

     Total Expenses                     4,289,491
                                        _________
     Net Loss                          $ (14,570)
                                        =========

                             Page 39
<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:     March 16, 2002

      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/  Eugene W. Landy      President and
EUGENE W. LANDY            Director           March 16, 2002

                          Secretary/
/s/  Ernest V. Bencivenga  Treasurer
ERNEST V. BENCIVENGA       and Director       March 16, 2002

/s/  Anna T. Chew         Controller and
ANNA T. CHEW               Director           March 16, 2002

/s/  Charles P. Kaempffer
CHARLES P. KAEMPFFER      Director            March 16, 2002

/s/  Michael P. Landy
MICHAEL P. LANDY          Director            March 16, 2002

/s/  Samuel A. Landy
SAMUEL A. LANDY           Director            March 16, 2002

/s/  Robert G. Sampson
ROBERT G. SAMPSON         Director            March 16, 2002

/s/  Eugene Rothenberg
EUGENE ROTHENBERG         Director            March 16, 2002


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