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

                           FORM 10-K

[ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (C) OF THE
        SECURITIES EXCHANGE ACT OF 1934
        For the fiscal year ended March 31, 1999

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

                Commission File Number  0-24282

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

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

          125 Wyckoff Road, Eatontown, New Jersey      07724
         (Address of principal executive offices)     (Zip code)

Registrant's telephone number, including area code (732) 542-4927

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  $3,179,455   (based   on
1,143,689  shares  of  common stock at $2.78  per  share,  the
average of the bid and asked price on June 14, 1999).

The  number of shares outstanding of issuer's common stock  as
of June 14, 1999 was 1,513,891 shares.


<PAGE>
                            PART I

ITEM 1.  BUSINESS

General Development of Business

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

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

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

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

Narrative Description of the Business

      Prior  to fiscal 1994, the Company made loans  to  small
business  concerns located throughout the northeast region  of
the United States.  Generally, these loans were collateralized
by  commercial  or  residential  real  property.  The  Company
currently  finances  the  sales  of  manufactured  homes.    A
description  of  the  Company's  existing  loan  portfolio  of
$2,863,476 is incorporated herein by reference to  Note  3  of
the   Notes  to  Consolidated  Financial  Statements  -  Loans
Receivable.



                             -2-

<PAGE>

      On  March 31, 1994, the Company purchased its first real
estate  investment,  a  net  leased  industrial  building   in
Bethlehem,  Pennsylvania.   This  building  is  currently  67%
occupied  with leases expiring from 1999 to 2001.   The  gross
rent on these leases totaled approximately $155,000 for fiscal
1999.  The tenants reimburse the Company for taxes, insurance,
maintenance  (other  than roof and structural  repairs),  etc.
The Company purchased this building for cash.

      The Company has no limitation on leverage and intends to
use  leverage  when  available.  As a practical  matter,  real
estate  with  short-term  leases or non-rated  tenants  cannot
generally be leveraged.

      During  fiscal  1994, the Company formed a  wholly-owned
subsidiary, The Mobile Home Store, Inc., to finance  and  sell
manufactured  homes.   At  March 31,  1999,  loans  receivable
relating  to the financing of manufactured home sales amounted
to $2,658,779.

Management

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

General Risks of Real Estate Ownership

      The  Company's investment will be subject to  the  risks
generally  associated  with the ownership  of  real  property,
including   the  uncertainty  of  cash  flow  to  meet   fixed
obligations, adverse changes in national economic  conditions,
changes  in  the  relative popularity (and thus  the  relative
price)  of the Company's real estate investment when  compared
to  other investments, adverse local market conditions due  to
changes   in   general   or  local  economic   conditions   or
neighborhood  values, changes in interest  rates  and  in  the
availability  of mortgage funds, costs and terms  of  mortgage
funds,  the  financial conditions of tenants  and  sellers  of
properties,  changes  in  real  estate  tax  rates  and  other
operating   expenses  (including  corrections   of   potential
environmental  issues  as well as more stringent  governmental
regulations regarding the environment), governmental rules and
fiscal  policies as well as expenses resulting  from  acts  of
God,  uninsured losses and other factors which are beyond  the
control of the Company.



                             -3-

<PAGE>


Competition

     The Company will be competing for real estate investments
with numerous other real estate entities, such as individuals,
corporations,   real  estate  investment  trusts   and   other
enterprises  engaged  in  real  estate  activities,   possibly
including  certain affiliates of the Company.  In many  cases,
the  competing concerns may be larger and better financed than
the Company, making it difficult for the Company to secure new
real estate investments.

Environmental, Regulatory and Energy Problems

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

      In  conjunction  with  the  purchase  of  the  Bethlehem
building,  a  Phase I environmental assessment was  performed.
This  assessment  consisted of searches of Federal  and  State
databases  to  determine potential sources  of  contamination,
investigation of the site history, and visual inspection.  The
assessment  concluded that there was no  evidence  to  suggest
that  the  site  has ever experienced a significant  spill  or
environmental incident.

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

Number of Employees

      At  March  31,  1999,  the  Company  had  ten  full-time
employees. A Board of Directors consisting of eight  directors
is  responsible for the general policies of the Company.   The
Company  utilizes  the  services of a  management  company  to
manage its property.

ITEM 2.  PROPERTIES

      The  Company  has  one property, located  in  Bethlehem,
Pennsylvania.   See  Item  1  -Narrative  Description  of  the
Business for further information.

ITEM 3.  LEGAL PROCEEDINGS

     None.

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

     None.


                             -4-

<PAGE>


                            PART II

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

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

             1998-1999          1997-1998       1996-1997
            Market Price      Market Price     Market Price
  Qtr.       High   Low        High   Low       High   Low

 First       3-1/2   2-3/4    3-5/8   2-1/2    3-3/4   3-3/8
 Second      3-3/8   2-3/4    3-5/8   3-1/4    3-3/4   2-3/4
 Third         4     2-1/2      3     2-5/8      3     2-1/8
 Fourth      3-7/8   2-1/2    2-3/4  2-11/16   3-3/4   2-1/2


     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  March  31,  1999, there were  approximately  449
holders  of the Company's common stock based on the number  of
record owners.

      For the years ended March 31, 1999, 1998 and 1997, total
dividends paid by the Company amounted to $74,666 or $.05  per
share,  $73,515  or $.05 per share, and $57,787  or  $.05  per
share, respectively.

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


                             -5-

<PAGE>
<TABLE>
<CAPTION>

ITEM 6.  SELECTED FINANCIAL DATA

                 FOR THE YEARS ENDED MARCH 31,

                     1999       1998      1997       1996      1995
<S>               <C>        <C>        <C>        <C>        <C>

Income Statement Data:

Total Income      $5,965,265 $4,288,031 $2,788,741 $2,644,137 $1,338,719

Total Expenses     6,178,666  4,242,531  2,769,531  2,267,250  1,149,667

Income Taxes           -0-       34,239      6,700    171,308     87,200

Net Income (Loss)   (213,401)    11,261     12,510    205,579    101,852

Net Income (Loss)
  Per Share            (0.14)      0.01       0.01       0.18       0.16

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

Balance Sheet Data:

Total Assets      $7,760,765 $6,855,686 $5,994,684 $5,752,047 $5,068,042

Shareholders'
  Equity          $5,348,223  5,518,321  5,342,174  4,706,755  4,477,290

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

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

Average Number
  of Shares
  Outstanding      1,496,727  1,458,811  1,217,129  1,111,624    646,693


                             -6-

</TABLE>

<PAGE>


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

Liquidity and Capital Resources

      Net  cash  used by operating activities for the year  ended
March  31,  1999  amounted to $870,704 as  compared  to  $663,806
for  the  year  ended March 31, 1998 and $701,318  for  the  year
ended  March  31, 1997.  The increase in 1999 was  due  primarily
to  a  net  loss of $213,401 for the year. Cash used by operating
activities remained relatively stable during 1998.

      Inventory  increased by $585,851 as a result  of  increased
purchases  of  manufactured homes to be used as  models  for  new
sales centers.

      Loans  receivable increased by $831,824 during 1999.   This
increase  was the result of   new loans of $1,390,025  offset  by
$558,201  in principal repayments and other decreases.  At  March
31,  1999,  the  Company had one loan which was  considered  non-
performing.

      Inventory  financing  increased by $1,208,110  due  to  the
financing of increased inventory.

      The  Company's ability to generate adequate  cash  to  meet
its  needs  is  dependent primarily on the success  of  the  sale
and   financing   of   manufactured  homes,   its   real   estate
investment,   leveraging   of   its   real   estate   investment,
collection   of   loans   receivable,   availability   of    bank
borrowings and access to the capital markets.

Results of Operations

      Income  is  comprised  primarily of sales  of  manufactured
homes,  by  The  Mobile  Home Store, Inc.  (MHS),  the  Company's
wholly  owned  subsidiary,  interest income  and  rental  income.
Sales  of  manufactured homes increased from $2,182,016  in  1997
to  $3,730,244  in  1998 and $5,396,530 in 1999.   MHS  has  been
experiencing  increased  sales  since  its  inception  in  fiscal
1994.

      Interest  income  remained relatively stable  during  1999,
1998 and 1997.

      Rental income relating to the Bethlehem, Pennsylvania  net-
leased  industrial  building decreased during  1999  due  to  the
loss  of  one  tenant and remained relatively stable during  1998
and 1997.

      Other  income  decreased from $107,165 in 1997  to  $59,648
in  1998  due  primarily  to  the  gain  on  sale  of  securities
available  for sale in 1997.  Other income increased  to  $82,503
in 1999 due to income received for retail loan volume.

      Cost  of  manufactured home sales increased from $1,689,915
in  1997  to $2,849,627 in 1998 and $4,442,148 in 1999.   Selling
expense  increased  from $191,161 in 1997  to  $431,901  in  1998


                             -7-

<PAGE>


and   $490,771   in   1999.    These   increases   are   directly
attributable  to  the  increase in sales of  manufactured  homes.
The  Company  is  investing in new sales centers  and  increasing
market share.

      Salaries  and Employee Benefits increased from $120,997  in
1997   to  $199,080  in  1998   and  $318,291  in  1999  due   to
additional  employees.  During 1998, outside  professionals  were
used   rather   than  employees.   There  was   a   corresponding
decrease in professional fees during 1999.

       Interest  expense  decreased  from  $103,896  in  1997  to
$81,289   in  1998  due  primarily  to  a  decrease   in   rates.
Interest  expense  increased  to  $130,706  in  1999  due  to  an
increase in inventory financing.

      Other  expenses remained relatively stable during 1997  and
1998.   Other expenses increased to $649,905 during 1999  due  to
the expansion of the operations of MHS.

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

Year 2000

      The  Company  is  currently in the process of  implementing
its  Year  2000  compliance plan.  The Company has  assessed  all
hardware  and  software  for Year 2000  readiness.   The  Company
has  developed  and  is currently implementing renovation  plans,
including   hardware  replacement  and  software   upgrades,   to
ensure  all  hardware and software is Year 2000  compliant.   The
Company  has  no  significant suppliers and vendors.   Renovation
and  testing  are  scheduled to be completed by  September  1999.
The  Company  has  developed contingency plans for  each  of  its
critical  systems  which includes moving many  of  the  Company's
operations  to  a  manual system.  There  can  be  no  assurances
given  that  the  Year  2000 Compliance plan  will  be  completed
successfully  by  the  Year  2000, in  which  event  the  Company
could   incur  additional  costs  to  implement  its  contingency
plans.   Management  does not anticipate that  such  costs  would
be  significant  to  the  Company.  The  total  costs  associated
with  the  Company's  Year  2000  plan  are  anticipated  to   be
immaterial.   Successful and timely completion of the  Year  2000
plan  is  based  on  management's  best  estimates  derived  from
various  assumptions  of  future  events,  which  are  inherently
uncertain,   including  the  effectiveness  of  remediation   and
validation plans, and all vendors and suppliers readiness.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

         None.


                             -8-

<PAGE>


                          PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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


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

Ernest V.           Treasurer and Director            1961
Bencivenga          of MREIC;                     Owns 6,302 shs
(81)                Secretary/Treasurer             .42% (1)
Secretary/          and Director of UMH.
Treasurer
and Director


Anna T. Chew        Certified Public Accountant         1994
(41)                Vice President, Chief        Owns 8,347 shs
Controller          Financial Officer                .55% (2)
and Director        and Director of UMH;
                    Controller and
                    Director of MREIC.

Boniface DeBlasio   Director of MREIC.                  1961
(78)                                               Owns 20,452 shs
Chairman of the                                       1.35% (3)
Board and Director

Charles P.          Self-employed                       1970
Kaempffer           investor;                      Owns 15,331 shs
(62)                Director of MREIC, UMH and      1.01% (4)
Director            Community Bank of New Jersey.

Eugene W. Landy     Attorney;  President of MREIC;      1961
(65)                Chairman of the Board of UMH.   Owns 193,184 shs
President                                             12.76% (5)
and Director

Samuel A. Landy     Attorney;  President and Director   1994
(38)                of UMH;  Director of MREIC.     Owns 58,991 shs
Director                                               3.90% (6)


                             -9-

<PAGE>


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

W. Dunham Morey     Certified Public Accountant;        1961
(78)                Director of MREIC.              Owns 50,609 shs
Director                                                3.34%

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

(1)  Includes 4,979 shares held by Mr. Bencivenga's wife.

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

(3)  Includes  (a) 3,621 shares held by  Mr. DeBlasio's wife.

(4)  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.

(5)  Includes (a) 7,062  shares held by Mr. Landy's wife;
     (b) 31,673 shares held in the Landy & Landy Employees' Pension
     Plan, of which Mr. Landy is a Trustee with power to vote;  and
     (c)  66,967 shares held in the Landy & Landy Employees' Profit
     Sharing  Plan,  of which Mr. Landy is Trustee  with  power  to
     vote.

(6)  Includes (a) 12,108 shares held by Mr. Landy's wife;
     (b)  12,936  shares  in  custodial accounts  for  Mr.  Landy's
     children  under the Uniform Gift to Minor's Act  in  which  he
     disclaims any beneficial interest, but has power to vote;  and
     (c)   23,564  shares  in  the  Samuel  Landy  Family   Limited
     Partnership.


                             -10-

<PAGE>


ITEM 11 - EXECUTIVE COMPENSATION

Summary Compensation Table

       The   following   Summary  Compensation   Table   shows
compensation  paid  by  the Company  to  its  chief  executive
officer  for  services rendered during the fiscal years  ended
March  31, 1999, 1998 and 1997. 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             Annual Compensation
      Position              Year    Salary   Bonus     Other(1)

   Eugene W. Landy          1999    $37,500   None     $15,700
   Chief Executive          1998     None     None     $58,200
   Officer                  1997     None     None     $71,700

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

Report of the Compensation Committee

Overview and Philosophy

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

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

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

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


                             -11-

<PAGE>


Evaluation

      The  Committee reviewed the progress made by  Eugene  W.
Landy,   Chief  Executive  Officer,  in  locating  alternative
business  and investment opportunities. The Committee  decided
to  continue Mr. Landy's annual compensation of  $50,000.  The
Summary  Compensation Table for Mr. Landy shows  a  salary  of
$37,500,   base  compensation  of  $12,500  plus   $3,200   in
directors' fees for the year ended March 31, 1999.

Other Information

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

Comparative Performance

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

             Monmouth Capital    NASDAQ         NASDAQ
    Year       Corporation        Total        Financial

     1994           100            100            100
     1995            91            111            112
     1996           107            151            154
     1997           101            168            198
     1998            83            254            311
     1999            85            342            275


                             -12-

<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

      As  of March 31, 1999, no person owned of record or  was
known  by the Company to beneficially own more than 5% of  the
shares, except as follows:

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

     Eugene W. Landy
     20 Tuxedo Road              193,184             12.76%
     Rumson, NJ 07760

     Group consisting of
     Walter Carucci, Carucci
     Family Partners, and
     Carr Securities Corp.       117,810              7.78%
     1 Penn Plaza
     New York, NY 10114

     Group consisting of
     Paul H. O'Leary, Raffles
     Associates, L.P. and
     Channel Partnership II       86,788              5.73%
     1 Penn Plaza, Suite 4720
     New York, NY 10119

     James E. Mitchell &
     Mitchell Partners            78,681              5.20%
     611 Anton Blvd.
     Costa Mesa, CA 92626

      The  Company  believes  that during  1998,  all  persons
required  to  report  ownership and changes  in  ownership  of
common  stock  pursuant  to Section 16(a)  of  the  Securities
Exchange Act of 1934 have complied.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


                             -13-

<PAGE>


                            PART IV

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

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

                                                    Page

(i)    Auditors' Report                               15

(ii)   Consolidated Balance Sheets as of March 31,   16-17
       1999 and 1998

(iii)  Consolidated Statements of Income  for  the
       years ended March 31, 1999, 1998 and 1997      18

(iv)   Consolidated  Statements  of  Shareholders'
       Equity for the years ended March 31,  1999,    19
       1998 and 1997

(v)    Consolidated Statements of Cash  Flows  for
       the years ended March 31, 1999, 1998    and    20
       1997

(vi)   Notes to Consolidated Financial Statements    21-29

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

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

Exhibit No.                       Description

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

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

(27)      Financial Data Schedule

(a)(3)(b)  Reports on Form 8-K   -  None


                             -14-

<PAGE>


                 INDEPENDENT AUDITORS' REPORT


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


      We  have  audited the accompanying consolidated  balance
sheets  of Monmouth Capital Corporation as of March  31,  1999
and  1998, and the related consolidated statements of  income,
shareholders'  equity and cash flows for  each  of  the  three
years  in  the  period ended March 31, 1999.  These  financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

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

      In  our  opinion, the consolidated financial  statements
referred  to  above present fairly, in all material  respects,
the  financial  position  of Monmouth Capital  Corporation  at
March 31, 1999 and 1998, and the consolidated results of their
operations and their cash flows for each of the three years in
the  period ended March 31, 1999 in conformity with  generally
accepted accounting principles.



                         /s/ Cowan, Gunteski & Co.




June 18, 1999
Toms River, New Jersey


                             -15-

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


                                            1999         1998
<S>                                    <C>           <C>
              ASSETS
Current Assets:
   Cash and Cash Equivalents           $   102,599   $   547,020
   Accounts Receivable                     146,070        86,998
   Interest Receivable                         -0-         3,342
   Securities Available for Sale,
      at Fair Value                        356,789       412,919
   Inventory                             3,142,702     2,556,851
   Prepaid Expenses and Other
      Current Assets                        45,977        81,714
   Current Portion of Loans
      Receivable                           122,296        80,417
                                         _________     _________
      Total Current Assets               3,916,433     3,769,261
                                         _________     _________

Long-Term Assets:
   Real Estate Investments:
   Land                                    183,065       178,170
   Building, Improvements and
      Equipment, net of accumulated
      depreciation of $156,790
      and $110,987, respectively           985,087     1,022,020
                                         _________     _________
      Total Real Estate Investments      1,168,152     1,200,190
                                         _________     _________

   Loans Receivable:
      Performing                         2,565,949     1,951,235
      Non-Performing                       175,231           -0-
      Allowance for Losses                 (65,000)      (65,000)
                                         _________     _________
      Total Loans Receivable             2,676,180     1,886,235
                                         _________     _________

      Total Long-Term Assets             3,844,332     3,086,425
                                         _________     _________

      TOTAL ASSETS                     $ 7,760,765   $ 6,855,686
                                         =========     =========

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


                             -16-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                 MONMOUTH CAPITAL CORPORATION
              CONSOLIDATED BALANCE SHEETS (CONT.)
                        AS OF MARCH 31,



                                            1999         1998
<S>                                    <C>          <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts Payable and Accrued
      Expenses                         $   139,956  $   241,609
   Loans Payable                               -0-       35,671
   Inventory Financing                   2,193,343      985,233
                                         _________    _________
      Total Current Liabilities          2,333,299    1,262,513

Other Liabilities                           79,243       74,852
                                         _________    _________
      Total Liabilities                  2,412,542    1,337,365
                                         _________    _________
Shareholders' Equity:
   Common Stock (par value $1.00
      per share; authorized 10,000,000
      shares; issued and outstanding
      1,513,891 and 1,477,839 shares,
      respectively in 1999 and 1998      1,513,891    1,477,839
   Additional Paid-In Capital            3,304,657    3,225,605
   Accumulated Other Comprehensive
      Income                                 3,083          218
   Retained Earnings                       526,592      814,659
                                         _________    _________
      Total Shareholders' Equity         5,348,223    5,518,321
                                         _________    _________
      TOTAL LIABILITIES AND
         SHAREHOLDERS' EQUITY          $ 7,760,765  $ 6,855,686
                                         =========    =========

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


                             -17-

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

                                       1999        1998          1997
<S>                                <C>           <C>          <C>
Income:
   Sales of Manufactured Homes     $ 5,396,530   $3,730,244   $2,182,016
   Interest Income                     331,298      309,828      322,080
   Rental Income                       154,934      188,311      177,480
   Other Income                         82,503       59,648      107,165
                                     _________    _________    _________
      Total Income                   5,965,265    4,288,031    2,788,741
                                     _________    _________    _________

Expenses:
   Cost of Sales of
      Manufactured Homes             4,442,148    2,849,627    1,689,915
   Selling Expense                     490,771      431,901      191,161
   Salaries and Employee Benefits      318,291      199,080      120,997
   Professional Fees                   146,845      226,947      211,334
   Interest Expense                    130,706       81,289      103,896
   Other Expenses                      649,905      453,687      452,228
                                     _________    _________    _________
      Total Expenses                 6,178,666    4,242,531    2,769,531
                                     _________    _________    _________
Income (Loss) Before
   Income Taxes                       (213,401)      45,500       19,210

Income Taxes                               -0-       34,239        6,700
                                     _________    _________    _________
NET INCOME (LOSS)                   $ (213,401)  $   11,261   $   12,510
                                     =========    =========    =========
NET INCOME (LOSS) PER
  SHARE-BASIC AND DILUTED           $    (0.14)  $     0.01   $     0.01
                                     =========    =========    =========
WEIGHTED AVERAGE
   SHARES OUTSTANDING                1,496,727    1,458,811    1,217,129
                                     =========    =========    =========

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

                             -18-

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                MONMOUTH CAPITAL CORPORATION
        CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                                  Additional
                                         Common Stock               Paid-In
                                    Number          Amount          Capital
<S>                                 <C>          <C>              <C>

Balance March 31, 1996              1,139,184    $1,139,184       $2,662,555

Common Stock Issued
   with the DRIP*                     269,280       269,280          423,915
Net Income                                -0-           -0-              -0-
Distributions                             -0-           -0-              -0-
Unrealized Investment
   Loss                                   -0-           -0-              -0-
                                    _________     _________        _________
Balance March 31, 1997              1,408,464     1,408,464        3,086,470

Common Stock Issued
   with the DRIP*                      69,375        69,375          139,135
Net Income                                -0-           -0-              -0-
Distributions                             -0-           -0-              -0-
Unrealized Investment
   Loss                                   -0-           -0-              -0-
                                    _________     _________        _________
Balance March 31, 1998              1,477,839     1,477,839        3,225,605

Common Stock Issued
   with the DRIP*                      36,052        36,052           79,052
Net Income                                -0-           -0-              -0-
Distributions                             -0-           -0-              -0-
Unrealized Investment
   Loss                                   -0-           -0-              -0-
                                    _________     _________        _________
Balance March 31, 1999              1,513,891    $1,513,891       $3,304,657
                                    =========     =========        =========

                             -19a-

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                   Accumulated
                                      Other
                                  Comprehensive     Retained     Comprehensive
                                     Income         Earnings         Income
<S>                                <C>           <C>             <C>

Balance March 31, 1996             $  (17,174)   $  922,190

Common Stock Issued
   with the DRIP*                         -0-           -0-
Net Income                                -0-        12,510       $   12,510
Distributions                             -0-       (57,787)
Unrealized Investment
   Loss                               (12,499)          -0-          (12,499)
                                    _________     _________        _________
Balance March 31, 1997                (29,673)      876,913       $       11
                                                                   =========
Common Stock Issued
   with the DRIP*                         -0-           -0-
Net Income                                -0-        11,261       $   11,261
Distributions                             -0-       (73,515)
Unrealized Investment
   Gain                                29,891           -0-           29,891
                                    _________     _________        _________
Balance March 31, 1998                    218       814,659       $   41,152
                                                                   =========
Common Stock Issued
   with the DRIP*                         -0-           -0-
Net Loss                                  -0-      (213,401)      $ (213,401)
Distributions                             -0-       (74,666)
Unrealized Investment
   Gain                                 2,865           -0-            2,865
                                    _________     _________        _________
Balance March 31, 1999             $    3,083    $  526,592       $ (210,536)
                                    =========     =========        =========

*Dividend Reinvestment and Stock Purchase Plan

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

                             -19b-

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

                                             1999       1998      1997
<S>                                    <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)                   $ (213,401) $   11,261  $   12,510
   Adjustments to reconcile net
      income to net cash used by
      operating activities:
     Depreciation and Amortization         45,803      48,384      25,116
     Gain on Sale of Securities
      Available for Sale                      -0-         -0-     (64,346)
   Changes In Operating Assets
      and Liabilities:
       Accounts Receivable                (59,072)    (66,874)     55,628
       Interest Receivable                  3,342      38,811      (9,311)
       Inventory                         (585,851)   (946,945)   (441,690)
       Prepaid Expenses and
        Other Current Assets               35,737     113,362    (138,786)
       Accounts Payable and
        Accrued Expenses                 (101,653)    124,910    (124,102)
       Other Liabilities                    4,391      13,285     (16,337)
                                        _________   _________   _________
Net Cash Used by Operating Activities    (870,704)   (663,806)   (701,318)
                                        _________   _________   _________

CASH FLOWS FROM INVESTING ACTIVITIES
   Loans Made                          (1,390,025) (1,024,608)   (726,665)
   Collections and Other Decreases        558,201   1,443,855     589,261
   Purchase of Securities
    Available for Sale                        -0-         -0-    (171,020)
   Sales and Other Decreases in
    Securities Available for Sale          58,995      37,958     768,495
   Additions to Building,
    Improvements and Equipment            (13,765)   (156,962)     (7,515)

Net Cash Provided (Used) by             _________   _________   _________
   Investing Activities                  (786,594)    300,243     452,556
                                        _________   _________   _________

CASH FLOWS FROM FINANCING ACTIVITIES
   Net Increase (Decrease) in Loans
    Payable and Inventory Financing     1,172,439     546,660    (252,343)
   Dividends Paid                         (53,575)    (52,751)    (43,808)
   Proceeds from the Issuance of
    Class A Common Stock                   94,013     187,746     679,216

Net Cash Provided by Financing          _________   _________   _________
   Activities                           1,212,877     681,655     383,065
                                        _________   _________   _________

Net Increase (Decrease) in Cash
    and Cash Equivalents                 (444,421)    318,092     134,303
Cash and Cash Equivalents at
    Beginning of Year                     547,020     228,928      94,625
                                        _________   _________   _________
Cash and Cash Equivalents at
    End of Year                        $  102,599  $  547,020  $  228,928
                                        =========   =========   =========

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

                             -20-

</TABLE>

<PAGE>


                 MONMOUTH CAPITAL CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the Business

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

Revenue Recognition

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

Use of Estimates

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

Building, Improvements and Equipment

      Building, Improvements and Equipment are stated  at  the
lower   of   depreciated   cost  or  net   realizable   value.
Depreciation  is  computed based on the  straight-line  method
over  the estimated useful life of the assets (5 to 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.


                             -21-

<PAGE>


Investments in Debt and Equity Securities

     The Company's securities are classified as Available-for-
Sale,  and are carried at fair value. Unrealized holding gains
and  losses  are  excluded from earnings  and  reported  as  a
separate component of Shareholders' Equity until realized.

Inventories

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

Income Taxes

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

Net Income Per Share

      Basic net income per share is calculated by dividing net
income   by  the  weighted-average  number  of  common  shares
outstanding  during  the  period  (1,496,727,  1,458,811   and
1,217,129 in 1999, 1998 and 1997, respectively).  Diluted  net
income  per share is calculated by dividing net income by  the
weighted-average number of common shares outstanding plus  the
weighted-average  number of net shares that  would  be  issued
upon  exercise of stock options pursuant to the treasury stock
method (See Note 6).  There were no dilutive stock options  as
of March 31, 1999, 1998 and 1997.

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

      On April 1, 1998, the Company adopted the provisions  of
SFAS No. 130, "Reporting Comprehensive Income".  SFAS No.  130
establishes  standards  for  reporting  and  presentation   of
comprehensive  income and its components  in  a  full  set  of
financial  statements.  Comprehensive income consists  of  net
income  and  net  unrealized gains  or  losses  on  securities
available  for  sale  and  is presented  in  the  consolidated
statements of shareholders' equity.


                             -22-

<PAGE>


Reclassification

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

NOTE 2 - INVESTMENT IN SUBSIDIARY

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

NOTE 3 - LOANS RECEIVABLE

      The  following  is a summary of the loans  held  by  the
Company at March 31, 1999 and 1998:
                                        Maturity            Balance
                            Rate         Date         3/31/99      3/31/98

Financed Manufactured
Home  Units                10%-15%       various    $2,658,779    $1,824,064

Other*                     various       various       204,697       207,588
                                                     _________     _________
   Total  Loans  Receivable                          2,863,476     2,031,652

Current Portion                                        122,296        80,417
                                                     _________     _________
Long-Term Portion                                   $2,741,180    $1,951,235
                                                     =========     =========

*     Includes a non-performing loan of $175,231 in 1999.   In
April,  1999,  the  Company  repossessed  the  property   that
collateralized  this loan.  The Company is  currently  in  the
process of releasing this property.

      During  1994, MHS began selling manufactured home  units
and  financing  these  sales.  At March  31,  1999  and  1998,
financed manufactured home units consist of 116 and 78  loans,
respectively. These loans range from approximately  $5,000  to
approximately  $60,000 and are collateralized by  manufactured
homes.


                             -23-

<PAGE>


NOTE 4 - INVESTMENTS IN DEBT AND EQUITY SECURITIES

      The  following is a summary of investments in  debt  and
equity securities at March 31, 1999 and 1998:

                                    Cost                Fair Value
Description                  3/31/99    3/31/98     3/31/99    3/31/98

Government National
  Mortgage Association
     6.5%,   2/20/2014       $343,799   $402,576    $338,414   $394,544
Tork Time Control, Inc.
  1,500 shares                 10,125     10,125      18,375     18,375
                              _______    _______     _______    _______
                             $353,924   $412,701    $356,789   $412,919
                              =======    =======     =======    =======

NOTE 5 - INVENTORY FINANCING

      The Company had a line of credit with Deutsche Financial
Services  to  finance inventory purchases.  Total advances  at
March 31, 1998 under this line of credit amounted to $101,304.
During  1998,  the Company replaced this line  of  credit  and
entered  into a $2,500,000 agreement with Greentree  Financial
Servicing  Corporation  to finance inventory  purchases.   The
interest rates range from prime for each advance to prime plus
2.75%  after one year. Advances under this line of credit  are
secured  by the manufactured home units for which the advances
were  made.  Total advances under this line of credit at March
31,  1999  and  1998  amounted  to  $2,193,343  and  $883,929,
respectively.

NOTE 6 - EMPLOYEE STOCK OPTION PLAN

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


                             -24-

<PAGE>


     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:

                                           1999        1998       1997

     Net Income          As reported    $(213,401)    $11,261    $12,510
      (Loss)             Pro forma       (225,169)      3,387      4,636

     Net Income (Loss)   As reported         (.14)        .01        .01
      Per Share          Pro   forma         (.15)        -0-        -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  in 1999, 1998 and 1997: dividend yield of .3  percent;
expected volatility of 25 percent; risk-free interest rates of
6.5 percent; and expected lives of five years.

      A  summary  of the status of the Company's stock  option
plans  as of March 31, 1999, 1998, and 1997 and changes during
the years then ended are as follows:

                               1999               1998               1997
                              Weighted           Weighted           Weighted
                              Average            Average            Average
                              Exercise           Exercise           Exercise
                     Shares    Price    Shares    Price    Shares    Price
Outstanding at
  beginning of year  35,000    $3.21    35,000    $3.21    35,000    $3.21
Issued               20,000     2.75       -0-      -0-       -0-      -0-

Outstanding at       ______             ______             ______
  end of year        55,000     3.04    35,000     3.21    35,000     3.21
                     ======             ======             ======
Weighted-average
  fair value of
  options granted
  during the year                .97                -0-                -0-
                               =====              =====              =====


                             -25-


<PAGE>


      The  following is a summary of stock options outstanding
as of  March 31, 1999:

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


      1/4/95         2        20,000        $3.00    1/4/2000
      3/4/96         3        15,000         3.50    3/4/2001
      4/8/98         2        20,000         2.75    4/8/2003
                              ______
                              55,000
                              ======

     As of March 31, 1999, there were 245,000 shares available
for grant under the Plan.


NOTE 7 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

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

      Shareholders  may  also purchase  additional  shares  at
approximately 95% of its market price by making optional  cash
payments.   For the years ended March 31, 1999 and  1998,  the
Company   received  $115,104  and  $208,510  from  the   DRIP,
respectively.  There were 36,052 and 69,375 new shares issued,
respectively.

      On  December  15, 1998, the Company paid  $74,666  as  a
dividend  of $.05 per share to shareholders of record November
16, 1998.

NOTE 8 - INCOME TAXES

      For the years ended March 31, 1999, 1998 and 1997, total
income  tax  expense  amounted to $-0-, $34,239,  and  $6,700,
respectively.  For the year ended March 31, 1999, the  Company
had   a  net  operating  loss  carryforward  of  approximately
$200,000 to offset future taxable income.


                             -26-

<PAGE>


      The  following is a reconciliation of income tax expense
at  the  statutory rate to income tax expense at the Company's
effective  rate for the years ended March 31, 1998  and  1997,
respectively:

                                        1998       1997
      Computed tax at the expected
         statutory rate                $15,470   $ 6,531
      Surtax Exemption                  (8,645)   (3,650)
      Deferred income/expense            2,255    (1,614)
      State income taxes-net
         of federal tax benefits        23,205     5,695
         tax benefits
      Other                              1,954      (262)
                                        ______    ______
      Income tax expense               $34,239   $ 6,700
                                        ======    ======

       There  were  no  deferred  tax  assets  or  liabilities
recognized as of March 31, 1999, 1998 and 1997.

NOTE 9 - PAYMENTS TO AFFILIATED PERSONS AND RELATED PARTY
         TRANSACTIONS

Payments to Affiliated Persons

      Total payments to all officers, directors and affiliated
persons during the fiscal years ended March 31, 1999, 1998 and
1997   amounted   to   $104,850,   $110,200,   and   $125,000,
respectively.   Eugene  W. Landy, President  of  the  Company,
received  $53,200  in  salary, management  and  director  fees
during each of the years ended March 31, 1999, 1998 and  1997,
respectively.   In addition, Mr. Landy received $-0-,  $5,000,
and $18,500 in legal fees, respectively.

Transactions with United Mobile Homes, Inc.

      MHS  has  rental expenses to United Mobile  Homes,  Inc.
(United).   United   owns  and  operates   manufactured   home
communities.  Six Directors of the Company are also  Directors
and  shareholders of United.  MHS pays United market  rent  on
sites  where  MHS  has  a home for sale.   Total  site  rental
expense   to  United  amounted  to  $148,249,  $129,603,   and
$113,182,  respectively, for the years ended March  31,  1999,
1998  and 1997.  MHS also leases space from United to be  used
as   sales   lots,  at  market  rates,  at  most  of  United's
communities.   Total rental expense relating  to  these  sales
lots amounted to $139,200, $102,300, and $90,000 for the years
ended March 31, 1999, 1998 and 1997, respectively.


                             -27-

<PAGE>


      During  fiscal 1999, 1998 and 1997,  MHS sold to  United
fifteen,  four, and fifteen homes, respectively, for  a  total
sales  price of $370,908, $90,532, and $381,501, respectively,
at  MHS's  cost.   These sales represented 7%,  2%,  and  17%,
respectively, of total sales made by MHS.  These  manufactured
homes were available through MHS, but could have been acquired
by United from a third party at approximately the same price.

      During  the years ended March 31, 1999, 1998  and  1997,
MHS  acquired certain inventory from United.  These  purchases
amounted  to $155,400, $133,791, and $30,905 representing  3%,
4%,   and  1%,  respectively, of total purchases made  by  MHS
during  fiscal  1999,  1998  and  1997.  This  inventory   was
available through United, but could have been acquired from  a
third-party at approximately the same cost.

NOTE 10 - GROUP CONCENTRATIONS OF CREDIT RISK

     The Company has made loans to small business concerns and
to  individuals located throughout the Northeast region of the
United  States. The loan portfolio is diversified.  Generally,
loans  are  collateralized by commercial or  residential  real
property, including manufactured homes.  At March 31, 1999 and
1998, all loans were secured.

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Limitations

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

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


                             -28-

<PAGE>


NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

     Cash paid during the years ended March 31, 1999, 1998 and
1997 for interest and taxes are as follows:

                    3/31/99      3/31/98       3/31/97

     Interest      $130,706      $81,289       $103,896
     Taxes           17,800       36,591         (5,729)

      During the year ended March 31, 1999, 1998 and 1997  the
Company had dividend reinvestments of $21,091, $13,979 and -0-
respectively, which required no cash transfers.













                             -29-


<PAGE>


                          SIGNATURES

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

                              MONMOUTH CAPITAL CORPORATION


                              BY:  /s/  Eugene W. Landy
                                        EUGENE W. LANDY
                                        President
Dated:        June  16, 1999

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

                              Title                   Date

/s/Boniface DeBlasio     Chairman of the Board
BONIFACE DEBLASIO        and Director             June 16, 1999

/s/Eugene W. Landy
EUGENE W. LANDY          President and Director   June 16, 1999

/s/Ernest V. Bencivenga  Secretary/Treasurer
ERNEST V. BENCIVENGA     and Director             June 16, 1999

/s/Anna T. Chew          Controller
ANNA T. CHEW             and Director             June 16, 1999

/s/Charles P. Kaempffer
CHARLES P. KAEMPFFER     Director                 June 16, 1999

/s/Samuel A. Landy
SAMUEL A. LANDY          Director                 June 16, 1999

/s/W. Dunham Morey
W. DUNHAM MOREY          Director                 June 16, 1999

/s/Robert G. Sampson
ROBERT G. SAMPSON        Director                 June 16, 1999




                                -30-