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 [FEE REQUIRED]

For the fiscal year ended March 31, 1998

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

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 number)

 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:  None 

                  Common Stock $1.00 par value
                      (Title of Class)
                   
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 $3,336,844 (based on 1,007,349 shares of
common stock at $3.3125 per share, the average of the bid and
asked price on June 12, 1998).

The number of shares outstanding of issuer's common stock as of
June 12, 1998 was 1,489,658 shares.

<PAGE>
                            PART I

ITEM 1.  BUSINESS

General Development of Business

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

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

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

     Certain members of the Company's Board of Directors manage 
two real estate investment trusts. In 1995, the Company success-
fully completed a Rights Offering to its shareholders.  The
Company raised approximately $1,600,000 after expenses bringing
total equity to approximately $4,500,000.  The Company intends
to raise additional capital through rights offerings and other
placements and use the proceeds to acquire additional real
estate properties.

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 $2,031,652 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 net leased to three tenants with
leases expiring from 1998 to 2001.  The gross rent on these
leases total approximately $188,000 for fiscal 1998.  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, 1998, loans receivable relating
to the financing of manufactured home sales amounted to
$1,824,064.

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 investments 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 investments 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
newly acquired property.

Number of Employees

     At March 31, 1998, the Company had seven full-time employees.
A Board of Directors consisting of ten 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 prices and distributions paid to shareholders during each
quarter of the last two fiscal years were as follows:


            1997-1998                           1996-1997           

Fiscal   Market Price   Distri-      Fiscal  Market Price  Distri-
 Qtr.    High    Low    bution        Qtr.    High    Low  bution  

First   3-5/8   2-1/2      --        First    3-3/4  3-3/8     --  

Second  3-5/8   3-1/4      --        Second   3-3/4  2-3/4     --  

Third     3     2-5/8   $ .05 (1)    Third      3    2-1/8    $ .05 (1)

Fourth  2-3/4   2-11/16    --        Fourth   3-3/4  2-1/2     --  
 
                                                             

     (1)  Total distributions to shareholders for the years ended
          March 31, 1998 and 1997 amounted to $73,515 ($.05 per share)
          and $57,787 ($.05 per share), respectively, all of which was
          taxed as ordinary income.

     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, 1998, there were approximately 476 holders
of the Company's common stock based on the number of record
owners.  

     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,

             1998         1997         1996          1995       1994*

Income Statement Data:
<S>       <C>          <C>           <C>          <C>         <C>
Total
Income    $4,288,031   $2,788,741    $2,644,137   $1,338,719  $ 344,840   

Total
Expenses   4,242,531    2,769,531     2,267,250    1,149,667    336,733   

Income
Taxes         34,239        6,700       171,308       87,200      5,286   

Net
Income        11,261       12,510       205,579      101,852      2,821   

Net Income
Per Share       0.01         0.01          0.18         0.16       0.01   
=======================================================================
Balance Sheet Data:

Total
Assets    $6,855,686   $5,994,684    $5,752,047   $5,068,042 $3,216,262 

Shareholders'
Equity    $5,518,321   $5,342,174     4,706,755    4,477,290  2,778,911   
=======================================================================
Cash Dividends
Per Share       $.05         $.05          $.05         $.05      $0.23     

Average Number
of Shares Out-
standing   1,458,811    1,217,129     1,111,624      646,693    510,680    

     *  Prior to fiscal 1994, the Company operated as a Small Bus-  
iness Investment  Company (SBIC). Revenues consisted primarily of
interest income on loans receivable.  The Company distributed 
taxable earnings in accordance with Internal Revenue Code regula-
tions.  No provision was made for Federal and State income taxes.  
Effective with the year ended March 31, 1994,  revenues consist of
rental income, sales of manufactured homes, and interest income on
loans.  Dividends are based on the Company's operations and are at
the discretion of the Board of Directors.  Since the Company is no
longer an SBIC, income taxes have been accrued.


                              -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,
1998 amounted to $663,806 as compared to $701,318 for the year ended
March 31, 1997 and $477,613 for the year ended March 31, 1996.  The
increase in 1997 was due primarily to increases in inventory of
manufactured homes. Cash used by operating activities remained relatively
stable during 1998.

     Inventory increased by $946,945 as a result of increased purchases
of manufactured homes to be used as models for new sales centers in Ohio
and New York.

     Loans receivable decreased by $419,247 during 1998.  This decrease
was the result of $1,443,855 in principal repayments and other decreases
offset by new loans of $1,024,608.

     Loans payable increased by $546,660 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 primarily comprised of the sale of manufactured homes,
by The Mobile Home Store, Inc. (MHS), the Company's wholly owned
subsidiary, interest and rent.  Sales of manufactured homes increased
from $1,724,021 in 1996 to $2,182,016 in 1997 and $3,730,244 in 1998.
MHS was formed in 1994 to sell and finance manufactured homes.
Income increases were due to increased sales volume. 

        Interest income decreased from $360,076 in 1996 to $322,080 in
1997 and $309,828 in 1998. This decrease was primarily due to principal
reductions.

        At March 31, 1996, the Company had one loan which was
considered non-performing and in 1997 there were two loans considered
non-performing. In fiscal 1998, these two loans were repaid.

        Rental income relating to the Bethlehem, Pennsylvania industrial
building remained relatively stable during 1996, 1997 and 1998.

        Other income decreased in 1997 by $277,996 due primarily to the
gain of $346,291 on the sale of the ICS convertible debenture in 1996.
Other income also decreased in 1998 by $47,517 due to the sale of
securities available for sale in 1997.

                               -7-


<PAGE>


        Cost of manufactures home sales increased from $1,397,389 in 1996
to $1,689,915 in 1997 and $2,849,627 in 1998.  These increases were 
directly related to increases in sales.

        Selling expense increased from $132,717 in 1996 to $191,161 in
1997 and $431,901 in 1998.  These increases are directly related to
increased sales.

        Salaries and Employee Benefits decreased from $174,525 in 1996
to $120,997 in 1997.  Outside personnel were used in 1997.  There is a
corresponding increase in Professional Fees.  During 1998, Salaries and
Employee Benefits increased to $199,080 due to additional employees.

        Interest expense increased from $68,248 in 1996 to $103,896 in
 1997 due to additional borrowings and decreased in 1998 to $81,289 due
primarily to a decrease in rates.

        Other expenses increased from $357,473 in 1996 to $452,228 in 1997
due to the expansion of operations of MHS.  Other expenses remained 
relatively stable during 1998.

        Income taxes decreased from $171,308  to $6,700 in 1997 and 
increased in 1998 to $34,239.  This was due to the changes in income.

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. Bencivenga  Treasurer(1961 to present)        1961
(80)                  Secretary(1967 to present).    Owns 6,213 shs
Secretary/Treasurer   Treasurer and Director of          .42% (1) 
and Director          MREIC; Secretary/Treasurer
                      and Director of UMH.

Anna T. Chew          Controller(1991 to present).      1994
(40)                  Certified Public Accountant;   Owns 8,230 shs 
Controller and        Vice President, Chief              .56%(2)
Director              Financial Officer and Director        
                      of UMH; Controller/Director  
                      of MREIC; Prior to 1991,
                      Senior manager KPMG Peat
                      Marwick.

Boniface DeBlasio     Chairman of the Board(1968        1961
(77)                  to Present). Director of       Owns 30,026 shs
Board Chairman and    MREIC.                            2.03% (3)
Director                                              

Charles P.Kaempffer   Self-employed investor.           1970
(60)                  Director of MREIC, UMH and     Owns 15,631 shs         
Director              Sovereign Community Bank.         1.06% (4)

Eugene W. Landy       Attorney. President (1961 to      1961
(64)                  Present); President of MREIC;  Owns 189,439 shs
President and         Chairman of the Board of UMH.    12.82% (5)
Director

Samuel A. Landy       Attorney. President and           1994
(37)                  Director of UMH; Director      Owns 50,503 shs
Director              of MREIC.                         3.42%(6)   

James E. Mitchell     General Partner of Mitchell       1994    
(57)                  Partners,L.P. Chairman of      Owns 78,681 shs
Director              the Board of Balboa               5.32% (7)
                      Securities Corporation.

W. Dunham Morey       Certified Public Accountant.      1961
(77)                  Director of MREIC.             Owns 50,600 shs
Director                                                3.42%    
                                 -9-

<PAGE>

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


Robert G. Sampson     Self-employed investor.           1963
(72)                  Director of MREIC and UMH;     Owns 16,986 shs
Director              General Partner for Sampco,       1.15%    
                      Ltd.

Peter J. Weidhorn     Chairman, President and CEO       1994
(51)                  of WNY Group, Inc.; Chairman,  Owns 36,000 shs
Director              CentraState Healthcare Systems    2.44%



(1)  Includes 4,909 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;
     and (b) 9,574 shares in custodial accounts for Mr. DeBlasio's
     children under the Uniform Gift to Minor's Act in which he
     disclaims any beneficial interest, but has power to vote.

(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 held as Trustee for Defined Benefit Pension Plan for
     which Mr. Kaempffer has power to vote.

(5)  Includes (a) 6,963 shares held by Mr. Landy's wife; 
     (b) 31,227 shares held in the Landy & Landy Employees' Pension
     Plan, of which Mr. Landy is a Trustee with power to vote; (c)
     56,065 shares held in the Landy & Landy Employees'Profit Sharing
     Plan of which Mr. Landy is Trustee with power to vote.

(6)  Includes (a) 12,013 shares held by Mr. Landy's wife; (b) 12,891
     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) 15,346 shares
     in the Samuel Landy Family Limited Partnership.

(7)  Includes 73,991 shares held by Mitchell Partners, L.P. over
     which Mr. Mitchell exercises voting power.









                                -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, 1998, 1997 and 1996. 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.
                                      Annual Compensation         
Name and Principal
    Position                Year     Salary    Bonus      Other(1)


Eugene W. Landy             1998      None      None      $58,200
Chief Executive Officer     1997      None      None      $71,700
                            1996      None      None      $63,530

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

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.

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 shows an
annual compensation to Mr.Landy of $50,000 plus $8,200 in directors'
and legal fees for a total of $58,200 for the year ended March 31, 1998.

                                  -11-

<PAGE>

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 by the Company

     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
       Year Ended      Capital       NASDAQ        NASDAQ
       March 31,     Corporation      Total      Financial

        1993            100           100           100
        1994            130           108           104
        1995            117           120           117
        1996            138           163           161
        1997            131           181           207
        1998            108           275           320























                                  -12-

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     As of March 31, 1998, 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                     189,439            12.82%
Rumson, NJ 07760

Walter Carucci                     117,810             7.97%
c/o Carr Securities
1 Penn Plaza                       
New York, NY 10114

James E. Mitchell &
Mitchell Partners                   78,681             5.32%
611 Anton Blvd.
Costa Mesa, CA 92626

     The Company believes that during 1997, 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, except James E.
Mitchell and Mitchell Partners failed to file two reports timely.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Since the beginning of the Company's last fiscal year, there have
been no transactions or proposed transactions in which any of the 
officers and directors have a material interest.

     The only family relationship between any of the directors or 
executive officers of the Company is that of Samuel A. Landy, director,
who is the son of Eugene W. Landy, president and a director of the
Company.

     Eugene W. Landy and Samuel A. Landy are partners in the law firm
of Landy & Landy, which firm, or its predecessor firms, have been 
retained by the Company as legal counsel since the formation of the
Company, and which firm the Company proposes to retain as legal
counsel for the current fiscal year.




                                 -13-

<PAGE>

     The New Jersey Supreme Court has ruled that the relationship of
directors also serving as outside counsel is not per se improper, 
but the attorney should fully discuss the issue of conflict with the
other directors and disclose it as part of the proxy statement so
that shareholders can consider the conflict issue when voting for or
against the attorney/director nominee.

     Additional 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.



































                                  -14-

<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)       Independent Auditors' Report                      18       

(ii)      Consolidated Balance Sheets as of
            March 31, 1998 and 1997                        19-20     

(iii)     Consolidated Statements of Income
           for the years ended March 31, 1998,
           1997 and 1996                                    21

(iv)      Consolidated Statements of Shareholders'
           Equity for the years ended March 31, 1998,
           1997 and 1996                                    22

(v)       Consolidated Statements of Cash Flows
           for the years ended March 31, 1998, 1997
           and 1996                                         23         

(vi)      Notes to Consolidated Financial Statements       24-32          

(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.
















                                 -15-



<PAGE>
                                  PART IV

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


Exhibit No.                   Description

     (2)       Plan of Acquisition, Reorganization, Arrangement,
                Liquidation, or Succession - Not Applicable

     (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.

     (4)       Instruments Defining the Rights of Security
                Holders, including Indentures - Not Applicable       

     (9)       Voting Trust Agreement - Not Applicable

     (10)      Material Contracts - Not Applicable

     (11)      Statement re:  Computation of Per Share Earnings -
                Not Applicable

     (12)      Statement re:  Computation of Ratios -
                Not Applicable

     (13)      Annual Report to Security Holders, Form 10-Q or
                Quarterly Report to Shareholders - Not Applicable

     (16)      Letter re:  Change in Certifying Accountant -
                Not Applicable

     (18)      Letter re:  Change in Accounting Principles -
                Not Applicable

     (19)      Previously Unfiled Documents - Not Applicable

     (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.

     (22)      Published Report re:  Matters Submitted to Vote of
                Security Holders - Not Applicable

     (23)      Consents of Experts and Counsel - Not Applicable

     (24)      Power of Attorney - Not Applicable

                                   -16-

<PAGE>

Exhibit No.                   Description


     (27)      Financial Data Schedule

     (28)      Information from Reports Furnished to State       
                Insurance Regulatory Authorities - Not Applicable

     (29)      Additional Exhibits - None

Reports on Form 8-K   -  None







































                                   -17-




<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, 1998 and 1997,
and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the 
period ended March 31, 1998.  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,
1998 and 1997, and the consolidated results of their operations
and their cash flows for each of the three years in the period
ended March 31, 1998 in conformity with generally accepted
accounting principles.




                                   /s/ Cowan, Gunteski & Co.





June 11, 1998 
Toms River, New Jersey




                                 -18-



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


          ASSETS                                  1998         1997 

<S>                                          <C>          <C>
Current Assets:
  Cash                                       $  547,020   $  228,928
  Accounts Receivable                            86,998       20,124
  Interest Receivable                             3,342       42,153
  Securities Available for Sale at
    Fair Value                                  412,919      420,986
  Inventory                                   2,556,851    1,609,906
  Prepaid Expenses and Other Current Assets      81,714      195,076
  Current Portion of Loans Receivable            80,417      517,202
                                             __________   __________

    Total Current Assets                      3,769,261    3,034,375
                                             ----------   ----------
       
Long Term Assets:

  Real Estate Investments:
   Land                                         178,170      172,000
   Building and Improvements net of
     accumulated depreciation of $110,987
     and $62,603, respectively                1,022,020      919,612
                                             __________   __________
                                         
     Total Real Estate Investments            1,200,190    1,091,612
                                             ----------   ----------
                                                                               
  Loans Receivable: 
   Performing(less allowance for losses
     of $65,000 in 1998)                      1,886,235    1,208,155
   Non-Performing(less allowance for
     losses of $119,753 for 1997)                  -0-      660,542
                                             __________   __________
                                          
   Total Loans Receivable                     1,886,235    1,868,697
                                             __________   __________

   Total Long-Term Assets                     3,086,425    2,960,309
                                             __________   __________

TOTAL ASSETS                                 $6,855,686   $5,994,684
                                             ==========   ==========

          See Accompanying Independent Auditors' Report and
             Notes to Consolidated Financial Statements
                                  -19-

</TABLE>

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



   LIABILITIES AND SHAREHOLDERS' EQUITY

                                              1998         1997
<S>                                       <C>          <C>
Current Liabilities:

  Accounts Payable and Accrued Expenses   $  241,609   $  116,699
  Loans Payable                               35,671          -0-
  Inventory Financing                        985,233      474,244
                                          __________   __________

Total Current Liabilities                  1,262,513      590,943
Other Liabilities                             74,852       61,567
                                          __________   __________ 

TOTAL LIABILITIES                          1,337,365      652,510
                                          __________   __________ 
Shareholders' Equity:
  Common Stock (par value $1.00 per
    share; authorized 10,000,000 shares;
    issued and outstanding 1,477,839 and
    1,408,464 shares respectively in 1998
    and 1997)                              1,477,839    1,408,464
  Additional Paid-In Capital               3,225,605    3,086,470
  Unrealized Investment Gain (Loss)              218      (29,673)
  Retained Earnings                          814,659      876,913
                                          __________   __________

Total Shareholders' Equity                 5,518,321    5,342,174
                                          __________   __________

TOTAL LIABILITIES AND 
  SHAREHOLDERS' EQUITY                    $6,855,686   $5,994,684
                                          ==========   ==========  




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

</TABLE>
                                 -20-


<PAGE>
<TABLE>
<CAPTION>

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


                                   1998          1997         1996 

<S>                            <C>           <C>           <C>
INCOME:

  Sales of Manufactured Homes  $3,730,244    $2,182,016    $1,724,021
  Interest Income                 309,828       322,080       360,076   
  Rental Income                   188,311       177,480       174,879   
  Other Income                     59,648       107,165       385,161   
                               __________    __________     _________   
                          
    Total Income                4,288,031     2,788,741     2,644,137   
                               ----------    ----------     ---------
EXPENSES:

  Cost of Manufactured
   Home Sales                   2,849,627     1,689,915     1,397,389   
  Selling Expense                 431,901       191,161       132,707   
  Salaries and Employee
   Benefits                       199,080       120,997       174,525   
  Professional Fees               226,947       211,334       136,908   
  Interest Expense                 81,289       103,896        68,248   
  Other                           453,687       452,228       357,473   
                               __________    __________    __________   

    Total Expenses              4,242,531     2,769,531     2,267,250   
                               ----------    ----------    ----------
  Income Before 
   Income Taxes                    45,500        19,210       376,887   

  Income Taxes                     34,239         6,700       171,308   
                               __________    __________    __________   

                   
NET INCOME                     $   11,261    $   12,510    $  205,579   
                               ==========    ==========    ==========   

NET INCOME PER SHARE-
   Basic and Diluted           $      .01    $      .01    $      .18   
                               ==========    ==========    ==========   
WEIGHTED AVERAGE   
  SHARES OUTSTANDING-
   Basic and Diluted            1,458,811     1,217,129     1,111,624   
                               ==========    ==========    ==========

             See Accompanying Independent Auditors' Report and
                Notes to Consolidated Financial Statements
                                  -21-

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                        MONMOUTH CAPITAL CORPORATION
              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                     Additional  Unrealized  
                    Common Stock       Paid-In   Investment    Retained
                  Number     Amount    Capital   Gain (Loss)   Earnings
<S>           <C>        <C>         <C>           <C>        <C>
Balance
March 31,1995  1,100,071 $1,100,071  $2,596,172    $  9,065   $ 771,982
Common Stock
 Issued with 
 the DRIP*        39,113     39,113      66,383         -0-         -0-

Net Income           -0-        -0-         -0-         -0-     205,579

Distributions        -0-        -0-         -0-         -0-     (55,371)

Unrealized
 Investment
 Loss                -0-        -0-         -0-     (26,239)        -0-
              ----------  ---------   ---------    ---------   --------

Balance
March 31,1996  1,139,184  1,139,184   2,662,555     (17,174)    922,190
Common Stock
 Issued with
 the DRIP*       269,280    269,280     423,915         -0-         -0-

Net Income           -0-        -0-         -0-         -0-      12,510

Distributions        -0-        -0-         -0-         -0-     (57,787)

Unrealized
 Investment
 Loss                -0-        -0-         -0-     (12, 499)       -0-
              ----------  ---------   ---------    ---------   --------

Balance
March 31,1997  1,408,464  1,408,464   3,086,470     (29,673)    876,913
Common Stock
Issued with
the DRIP*         69,375     69,375     139,135         -0-         -0-

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

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

Unrealized
 Investment
 Gain                -0-        -0-         -0-       29,891        -0-
               --------- ----------  ----------    ---------   --------
Balance
March 31, 1998 1,477,839 $1,477,839  $3,225,605    $     218   $814,659
               ========= ==========  ==========    =========   ========

             See Accompanying Independent Auditors' Report and
                Notes to Consolidated Financial Statements
*Dividend Reinvestment and Stock Purchase Plan.
                                      -22-

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                      MONMOUTH CAPITAL CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE YEARS ENDED MARCH 31,

                                   1998          1997          1996   
<S>                             <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                      $   11,261    $   12,510    $  205,579   
Depreciation & Amortization         48,384        25,116        24,995   
Gain on Sales of Securities
 Available for Sale                    -0-       (64,346)          -0-   
Changes in Operating Assets
 and Liabilities:
  Accounts Receivable              (66,874)       55,628       (57,048)  
  Interest Receivable               38,811        (9,311)       15,531   
  Inventory                       (946,945)     (441,690)     (720,100)  
  Prepaid Expenses and Other 
    Current Assets                 113,362      (138,786)        6,437   
  Accounts Payable and
    Accrued Expenses               124,910      (124,102)       38,430   
  Other Liabilities                 13,285       (16,337)        8,563   
                                ----------    ----------     ---------
Net Cash Used by
  Operating Activities            (663,806)     (701,318)     (477,613)  
                                ----------    ----------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  New Loans Receivable          (1,024,608)     (726,665)   (1,405,605)  
  Collections and Other
    Decreases in Loans
    Receivable                   1,443,855       589,261       790,168   
  Purchase of Securities
    Available for Sale                 -0-      (171,020)          -0-   
  Sales and Other Decreases
    in Securities Available
    for Sale                        37,958       768,495       524,199   
  Additions to Building and
    Improvements                  (156,961)       (7,515)          -0-   
                                ----------    ----------     ---------
Net Cash Provided (Used) 
   by Investing Activities         300,243       452,556       (91,238)  
                                ----------    ----------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net Increase (Decrease)
   in Loans Payable                546,660      (252,343)      407,547   
  Dividends Paid                   (52,751)      (43,808)      (55,371)  
  Proceeds from Issuance of
   Class A Common Stock            187,746       679,216       105,496   
                                ----------    ----------     ---------
Net Cash Provided by
   Financing Activities            681,655       383,065       457,672   
                                ----------    ----------     ---------
  Net Increase (Decrease)
   in Cash                         318,092       134,303      (111,179)  
  Cash at Beginning of Year        228,928        94,625       205,804   
                                ----------    ----------     ---------

  Cash at End of Year           $  547,020    $  228,928    $   94,625   
                                ==========    ==========    ==========   

             See Accompanying Independent Auditors' Report and
                Notes to Consolidated Financial Statements
</TABLE>                         -23-


<PAGE>

                       MONMOUTH CAPITAL CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              MARCH 31, 1998

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 receives rental income from one real estate investment.
The Company also sells and finances manufactured homes.

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 and Improvements

     Building and Improvements 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.


                               -24-

<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.

Earnings Per Share

Net Income Per Share-Effective March 31, 1998, the Company adopted the
provisions of Statement of Financial Accounting Standards (SFAS) No 128
"Earnings Per Share."  All prior years' net income per share have been re-
stated in accordance with the Statement.  Basic net income per share is
calculated by dividing net income by the weighted-average number of common
shares outstanding during the period (1,458,811, 1,217,129 and 1,111,624 
in 1998, 1997 and 1996, 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, 1998, 1997 AND 1996.

Stock Option Plans-Stock option plans are accounted for under the
intrinsic value based method as prescribed by Accounting Principles Board
(APB) Opinion No. 25, "Accounting for Stock Issued to Employees".
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 methof of accounting
has been adopted.

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.

                                -25-


<PAGE>

NOTE 3 - LOANS RECEIVABLE

     The following is a summary of the loans held by the Company
at March 31, 1998 and 1997:

                                   Maturity        Balance      
                           Rate      Date    3/31/98    3/31/97

J. Trombe Flooring Co.*     12%      1994 $      -0-  $  408,602


Motel Associates of
 Columbus*                  13%      1994        -0-     371,693


Financed Manufactured
 Home Units               10%-12% various  1,824,064   1,725,357

Other                    various  various    207,588         -0-
                                          __________  __________
  Total Loans Receivable                   2,031,652   2,505,652

Allowance for Losses                          65,000     119,753
                                          __________  __________
  Net Loans Receivable                     1,966,652   2,385,899

Current Portion                               80,417     517,202
                                          __________  __________
Long-Term Portion                         $1,886,235  $1,868,697
                                          ==========  ==========

* Non-performing loans in 1997.


     During 1994, MHS began selling manufactured home units and financing
these sales.  At March 31, 1998 and 1997, financed manufactured home
units consist of seventy-eight and sixty-nine loans, respectively. These
loans range from approximately $5,000 to approximately $60,000 and are
collateralized by manufactured homes.

     At March 31, 1998, the Company had two loans which were considered
non-performing.  Both loans were paid off in 1998.












                                 -26-

<PAGE>



NOTE 4 - INVESTMENTS IN DEBT AND EQUITY SECURITIES


     The following is a summary of investments in debt and equity
securities at March 31, 1998 and 1997:


                                  Cost                 Fair Value  

Description               3/31/98      3/31/97    3/31/98      3/31/97


Government National 
  Mortgage Association
    6.5%, 2/20/2014        402,576     440,534     394,544     403,548


Tork Time Control, Inc.
 1,500 shares               10,125      10,125      18,375      17,438
                          ________    ________    ________   _________

                          $412,701    $450,659    $412,919   $ 420,986
                          ========    ========    ========   =========



     During 1997, the Company redeemed a $500,000 investment in U.S.
Treasury Notes.



NOTE 5 - INVENTORY FINANCING

     On October 6, 1994, the Company entered into an agreement with
Deutsche Financial Services (formerly ITT Commercial Finance Corp.)
whereby MHS finances its inventory purchases under a $350,000 line of
credit. This amount was increased to $1,400,000 during fiscal 1997.
The interest rate ranges from prime to prime + 1.5% for each advance
to prime plus 3% after one year. Total advances at March 31, 1998
amounted to $101,304.  During 1998, the Company entered into a new
$2,500,000 agreement with Greentree Financial Servicing Corporation
to finance MHS's 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 at March 31, 1998
amounted to $883,929.





                                   -27-


<PAGE>

NOTE 6 - EMPLOYEE STOCK OPTION PLAN                                           
                                                                              
     On July 14, 1994, the shareholders approved and ratified the
Company's 1994 Stock Option Plan authorizing the grant to officers and
key employees of options to purchase up to 300,000 shares of common stock. 
Options may be granted any time up to December 31, 2003.  No option shall
be available for exercise beyond ten years.  All options are exercisable
after one year from the date of grant.  The option price shall not be 
below the fair market value at date of grant.  Cancelled 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:

                                         1998      1997        1996

     Net Income       As reported     $11,261   $ 12,510     $205,579
                      Pro forma         3,387      4,636      197,705

     Net Income
     Per Share        As reported         .01        .01          .18
                        Pro forma         -0-        -0-          .18

     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 1998, 1997 and 1996:
dividend yield of .3 percent; expected volatility of 25 percent; risk-free 
interest rates of 6.5 percent; and expected lives of five years.



















                                   -28-


<PAGE>

     A summary of the status of the Company's stock option plan as of
March 31, 1998, 1997, and 1996 and changes during the years then ended 
are as follows:


                            1998             1997             1996      

                               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   20,000   $3.00   
Granted                  -0-       -0-      -0-     -0-   15,000    3.50   
Exercised                -0-       -0-      -0-     -0-      -0-     -0-   
                      ------             ------           ------
                      35,000      3.21   35,000    3.21   35,000    3.21   
                      ======             ======           ======           
Options exercisable
 at end of year       35,000             35,000           20,000           
                      ======             ======           ======           
Weighted-average fair
 value of options
 granted during the
 year                              -0-              -0-             0.97   
                                ======           ======           ======


     The following is a summary of stock options outstanding as of 
March 31, 1998:

        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
                                  ------
                                  35,000
                                  ======

     As of March 31, 1998, there were 265,000 shares available for grant
under the Plan.

     On April 8, 1998, options for 20,000 shares were granted to two
employees at an option price of $2.75.  These options expire on April 8,
2003.




                                  -29-


<PAGE>

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 year ended
March 31, 1998, the Company received $208,510 from the DRIP.  There were
69,375 new shares issued, resulting in 1,477,839 shares outstanding.

     On December 15, 1997, the Company paid $73,515 as a dividend of $.05
per share to shareholders of record November 17, 1997.

NOTE 8 - INCOME TAXES

     For the years ended March 31, 1998, 1997 and 1996, total income tax
expense amounted to $34,239, $6,700 and $171,308, respectively.

     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, 1997 and 1996, respectively:

                                       1998         1997       1996
     Computed tax at the expected 
       statutory rate                $15,470       $6,531     $128,142     
     Surtax Exemption                 (8,645)      (3,650)     (11,750)    
     Deferred income/expenses          2,255       (1,614)       9,787     
     State income taxes-net of 
       federal tax benefits           23,205        5,695       30,563     
     Other                             1,954         (262)      14,566     
                                     -------      -------     --------
          Income tax expense         $34,239      $ 6,700     $171,308     
                                     =======     ========     ========

     There were no deferred tax assets or liabilities recognized as of
March 31, 1998, 1997 and 1996.













                                    -30-

<PAGE>

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, 1998, 1997
and 1996 amounted to $110,200, $125,000 and $103,816, respectively.
Eugene W.Landy, President of the Company, received $53,200
$53,200, and $45,030 in management and director fees during the
years ended March 31, 1998, 1997 and 1996, respectively. In
addition, the firm of Landy & Landy received $5,000, $18,500 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 $129,603,
$113,182 and $54,321, respectively, for the years ended March 31, 1998,
1997 and 1996.  Effective April 1, 1995, MHS and United entered into 
an agreement whereby MHS 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 $102,300, $90,000
and $89,950 for the years ended March 31, 1998, 1997 and 1996,
respectively.

     During fiscal 1998, 1997 and 1996,  MHS sold to United four, fifteen
twelve homes, respectively, for a total sales price of $90,532, $381,501
and $240,109, respectively, at MHS's cost.  These sales represented 2%,
17% and 12%, 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, 1998, 1997 and 1996,  MHS acquired
certain inventory from United.  These purchases amounted to $133,791, 
$30,905 and $143,983 representing 3.5%,  1% and  7%, respectively, of
total purchases made by MHS during fiscal 1998, 1997 and 1996. This
inventory was available through United, but could have been acquired
from a third-party at approximately the same cost.









                                   -31-

<PAGE>

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, 1998 and 1997, 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.

     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.

     
NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

     Cash paid during the years ended March 31, 1998, 1997 and
1996 for interest and taxes are as follows:

                          3/31/98        3/31/97        3/31/96  

      Interest           $81,289        $103,896       $ 68,248      

      Taxes              $36,591          (5,729)       142,135      

     During the year ended March 31, 1998, 1997 and 1996 the Company had
dividend reinvestments of $20,764, $13,979 and -0- respectively, which
required no cash transfers.
                                 -32-

<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:    6/26/98   

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                                     6/26/98  
BONIFACE DEBLASIO        Chairman of the Board


               

/s/Eugene W. Landy                                        6/26/98
EUGENE W. LANDY          President

     

/s/Ernest V. Bencivenga                                   6/26/98
ERNEST V. BENCIVENGA     Secretary/Treasurer
                           and Director

             
/s/Anna T. Chew                                           6/26/98
ANNA T. CHEW             Controller and
                           Director

               
/s/Charles P. Kaempffer                                   6/26/98
CHARLES P. KAEMPFFER     Director


                                   -33-


<PAGE>

                           Title                    Date


                
/s/Samuel A. Landy                                        6/26/98
SAMUEL A. LANDY          Director  



/s/James E. Mitchell                                      6/26/98
JAMES E. MITCHELL        Director



/s/W. Dunham Morey                                        6/26/98
W. DUNHAM MOREY          Director



/s/Robert G. Sampson                                      6/26/98
ROBERT G. SAMPSON        Director



/s/Peter J. Weidhorn                                      6/26/98
PETER J. WEIDHORN        Director


























                                   -34-