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 December 31, 2002

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



                 Commission File Number 0-24282

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

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

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

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

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

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

The aggregate market value of voting stock held by non-affiliates
of  the  Registrant was $3,985,883 (based on 1,383,987 shares  of
common stock at $2.88 per share, the closing price on March   14,
2003).

The number of shares outstanding of issuer's common stock as of
March  14, 2003 was 2,575,310 shares.

<PAGE>

                             PART I

ITEM 1.    BUSINESS

General Development of Business

      Monmouth Capital Corporation (the Company) is a corporation
organized  in  the  State of New Jersey.  The  Company  commenced
operations in 1961.

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

      With  shareholder  approval, the  Company  surrendered  its
license  to  operate as a small business investment  company  and
deregistered as an investment company.  On January 15, 1993,  the
Small  Business  Administration approved  the  surrender  of  the
Company's license.  On July 20, 1993, the Securities and Exchange
Commission entered an Order that the Company had ceased to be  an
investment company.

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

Change in Year End to Calendar Year

      On  September 26, 2001 the Company adopted a change from  a
fiscal year end of March 31 to a calendar year end, effective for
the  short year ended December 31, 2001.  Form 8-K was filed with
the  Securities and Exchange Commission.  The Company elected  to
be  taxed as a real estate invesement trust (REIT) effective  for
the transition period ended December 31, 2001.

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

                               -2-

<PAGE>

ITEM 1.    BUSINESS, (CONT'D.)

Narrative Description of the Business

      During  fiscal  1994,  the Company  formed  a  wholly-owned
subsidiary,  The  Mobile Home Store, Inc., to  finance  and  sell
manufactured  homes.  This  sales  operation  was  conducted   at
manufactured home communities owned by United Mobile Homes,  Inc.
(United),  a  related REIT.  On March 30, 2001, the Company  sold
all of its existing inventory to United at the Company's carrying
value.   The Company exited the manufactured home sales  business
since it proved to be unprofitable.

      On  March  31,  1994, the Company purchased  a  net  leased
industrial  building in Bethlehem, Pennsylvania.   During  fiscal
2000,  this  building  was sold at a gain  of  $245,419.   As  an
interim measure, the Company is investing in securities of REITs.
The  Company  has  also  invested in mortgage  backed  securities
issued  by the Federal National Mortgage Association. The Company
has  purchased these securities on margin since the interest  and
dividend  yields exceed the cost of funds.  Such  securities  are
subject to risk arising from adverse changes in market rates  and
prices,  primarily interest rate risk relating to debt securities
and equity price risk relating to equity securities.

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

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

     On  September  18, 2002, the Company purchased  a  leasehold
interest   in   a  62,986  square  foot  warehouse  facility   in
Cheekowaga, New York, from FedJones Cheekowaga, LLC, an unrelated
entity.

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

Management

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

                               -3-

<PAGE>

ITEM 1.    BUSINESS, (CONT'D.)

Risk Factors

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

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

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

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

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

                               -4-

<PAGE>

ITEM 1.    BUSINESS, (CONT'D.)

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

       Market  Perception of Common Stock -  The market value  of
the  Company's  common  stock may be  based  primarily  upon  the
market's perception of the Company's growth potential and current
and  future cash dividends, and may be secondarily based upon the
real estate market value of the Company's underlying assets.  The
market  price of the Company's common stock is influenced by  the
dividend  on  the  Company's  common  stock  relative  to  market
interest  rates. Rising interest rates may lead potential  buyers
of  the Company's common stock to expect a higher dividend  rate,
which  would  adversely affect the market price of the  Company's
common stock. In addition, rising interest rates would result  in
increased expense, thereby adversely affecting cash flow and  the
Company's ability to service the Company's indebtedness  and  pay
dividends.

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

                               -5-

<PAGE>

ITEM 1.    BUSINESS, (CONT'D.)

Number of Employees

     At March 14, 2003, the Company had five full-time employees.
A Board of Directors consisting  of nine directors is responsible
for the general policies of the Company.

ITEM 2.    PROPERTIES

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

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

     On  September  18, 2002, the Company purchased  a  leasehold
interest   in   a  62,986  square  foot  warehouse  facility   in
Cheekowaga, New York from FedJones Cheekowaga, LLC (FedJones), an
unrelated entity.  This lease was between FedJones and  the  Erie
County  Industrial  Development Agency (ECIDA).   This  warehouse
facility  is 100% subleased to FedEx Ground Package System,  Inc.
under   a  net  lease.   The  purchase  price  was  approximately
$4,200,000.   The monthly rental over the term of  the  lease  is
$33,800.

ITEM 3.    LEGAL  PROCEEDINGS

          None.

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

          None.

                               -6-

<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:

<TABLE>
<CAPTION>
<S>        <C>             <C>              <C>
             Year Ended    Short Year Ended   Year Ended
            December 31,     December 31,     March 31,
                2002             2001            2001
            Market Price     Market Price    Market Price
             Low    High      Low     High    Low    High

 Quarter 1   2.77    3.30    N/A     N/A     2-7/16  3
 Quarter 2   3.29    3.92    2.65    3.05    2-3/8   2-3/4
 Quarter 3   3.25    4.00    2.66    3.45    2-7/16  2-7/8
 Quarter 4   3.19    3.95    2.70    3.25    2-7/16  3-1/2

</TABLE>

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

      As  of  December  31,  2002, there were  approximately  405
holders  of  the Company's common stock based on  the  number  of
record owners.

      For  the year ended December 31, 2002, the short year ended
December  31,  2001,  and the year ended March  31,  2001,  total
dividends  paid by the Company amounted to $748,497 or  $.35  per
share ($.2309 taxed as ordinary income and $.1191 taxed as a long-
term  capital  gain), $413,627 or $.25 per share  (all  taxed  as
ordinary  income), and $76,123 or $.05 per share  (all  taxed  as
ordinary income).

       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.

                               -7-

<PAGE>

ITEM 6.      SELECTED FINANCIAL DATA

<TABLE>
CAPTION
<S>              <C>          <C>        <C>        <C>        <C>
                                        For the Years Ended March 31,
                             For the
                For the       Short
               Year Ended   Year Ended
              December 31, December 31,
                  2002         2001         2001       2000      1999



Income
 Statement
   Data:
Total Income     $2,840,077  $1,444,163  $5,831,320 $5,453,916 $5,965,265

Total Expenses    2,239,932   1,026,565   5,906,020  5,685,135  6,178,666

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

Minority Taxes       45,507       9,393         -0-        -0-        -0-

Net Income
 (Loss)             554,638     398,205    (74,700)     14,200  (213,401)
Net Income
 (Loss)
   Per Share            .29         .25      (0.05)       0.01     (0.14)
=========================================================================


Balance Sheet Data:

Total Assets    $27,101,532 $23,037,800 $15,494,536 $9,068,788 $7,760,765

Mortgages
  Payable         8,616,405   5,719,724         -0-        -0-        -0-

Shareholders'
  Equity          9,110,010   7,325,722   6,463,842  5,273,879  5,348,223
=========================================================================

Cash Dividends
  Per Share          $.35       $0.25       $0.05      $0.05       $0.05

Average Number
  of Shares
  Outstanding:
    Basic         1,924,860   1,597,213   1,534,759  1,516,528  1,496,727
    Diluted       1,941,477   1,602,787   1,534,759  1,516,528  1,496,727
</TABLE>
                               -8-

<PAGE>

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

Liquidity and Capital Resources

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

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

      Net  cash  provided by operating activities for  the   year
ended  December 31, 2002, the short year ended December 31,  2001
and  the  fiscal  year  March 31, 2001  amounted  to  $1,401,577,
$287,493  and $178,452, respectively.  The increases during  2002
and 2001 were due primarily to profitable operations.

     Total real estate investments increased by $4,242,698 during
the  year ended December 31, 2002.  This was due primarily to the
purchase  of  a new warehouse facility.  The Company  expects  to
make additional real estate investments from time to time.

      Loans  receivable decreased by $509,604  during  the   year
ended  December  31, 2002.  This decrease was the  primarily  the
result  of collections of $297,096 and a provision for losses  of
$68,500  partially offset by new loans of $110,600.  The  Company
also  repossessed the collateral for loans receivable of $254,608
and placed it into inventory.

     Securities   available  for  sale  increased  by  $1,188,167
primarily as a result of purchases of $3,617,631 and an  increase
in  the unrealized gain of $45,055, partially offset by sales  of
$2,474,519.   The securities portfolio at December 31,  2002  has
experienced an approximate 13.5% increase in value from cost.

      Unamortized financing costs and mortgages payable increased
by $52,704 and $2,896,681, respectively, due primarily to the new
acquisition during 2002.

     Loans payable decreased by $789,771   primarily  as a result
of  a decrease in the margin loan payable.  The Company purchased
securities  on margin  since the  interest  and  dividend  yields
exceeded the cost of funds.

                               -9-
<PAGE>

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATION, (CONT'D.)

Results of Operations

  Year Ended December 31, 2002 vs. Short Year Ended December  31,
2001

     Income  is  comprised  primarily of  interest  and  dividend
income  and rental income.  On March 30, 2001, the Company exited
the  manufactured  home  sales business since  it  proved  to  be
unprofitable.  During 2002, sales of manufactured homes, cost  of
sales  of  manufactured home, selling expense and other  expenses
are directly attributable to the sale of repossessed manufactured
homes.

      Interest  and dividend income increased by $299,888  during
2002  primarily due to the purchases of securities available  for
sale during 2002 and 2001.

     Rental income increased by $810,343 primarily due to the new
acquisitions in 2002 and 2001.

      Other income, consisting primarily of the gain on sales  of
securities  available for sale, decreased by $73,317  during  the
year ended December 31, 2002.

     Real  estate  taxes  and depreciation expense  increased  by
$100,539 and $128,521, respectively,  due to the new acquisitions
in 2002 and 2001.

       Salaries  and  employee  benefits  and  professional  fees
remained relatively stable.

     Interest Expense increased by $419,508 due primarily to  the
new mortgages.

      Other expenses increased by $165,973  due primarily  to  an
increase in stock record costs and public relations.


                              -10-

<PAGE>

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATION, (CONT'D.)

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

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

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

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

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

     Professional fees annualized, remained relatively stable.

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

Critical Accounting Policies and Estimates

     The  Company's most critical accounting policies  relate  to
the  evaluation  of  impairment of  real  estate  and  investment
securities.   The  Company evaluates the need for  an  impairment
loss on its real estate assets when indicators of impairment  are
present  and  the undiscounted cash flows are not  sufficient  to
recover  the  asset's carrying amount.  The  impairment  loss  is
measured by comparing the fair value of the asset to its carrying
amount.  In addition, estimates are used when accounting for  the
allowance for doubtful accounts, potentially excess and  obsolete
inventory  and  contingent  liabilities,  among  others.    These
estimates  are  susceptible to change and  actual  results  could
differ  from  these estimates.  The effects of changes  in  these
estimates are recognized in the period they are determined.

                              -11-

<PAGE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS, (CONT'D.)

     The  Company  evaluates other than temporary  impairment  on
individual securities in its investment portfolio when a security
has experienced a sustained decline in fair value below amortized
cost.  Management considers several factors, including the length
of time such security has experienced a decline, the relationship
to  peer group stock performance and the financial condition  and
near-term  prospects  of  the  issuer.   These  evaluations   are
subjective  in  nature.  Other than temporary declines  in  value
result  in a charge to net income reducing the carrying value  of
the security.

Recent Accounting Pronouncements

     In December, 2002, the Financial Accounting Standards Boards
(FASB)  issued Statement of Financial Accounting Standards (SFAS)
No. 148, "Accounting for Stock-Based Compensation, Transition and
Disclosure."   SFAS  No.  148  provides  alternative  methods  of
transition for a voluntary change to the fair value based  method
of  accounting for stock-based employee compensation.   SFAS  No.
148  also  requires that disclosures of the pro forma  effect  of
using  the  fair  value  method of  accounting   for  stock-based
employee  compensation be displayed more  prominently  and  in  a
tabular  format.  Additionally, SFAS No. 148 requires  disclosure
of  the  pro  forma effect in interim financial  statement.   The
additional disclosure requirements of SFAS No. 148 are  effective
for  fiscal years ended after December 15, 2002.  The Company has
adopted  the expanded disclosure requirements as of December  31,
2002.

Controls and Procedures

      Within  the  90 days prior to the date of this report,  the
Company carried out an evaluation, under the supervision  of  the
Company's Chief Executive Officer and Chief Financial Officer and
with the participation of the Company's management, including the
effectiveness  of  the  design and  operation  of  the  Company's
disclosure  controls and procedures pursuant  to  the  Securities
Exchange  Act Rule 13A-14.  Based upon the evaluation, the  Chief
Executive Officer and Chief Financial Officer concluded that  the
Company's  disclosure controls and procedures  are  effective  in
timely  alerting  them to material information  relating  to  the
Company  required  to  be  included  in  the  Company's  periodic
Securities  and  Exchange  Commission  filings.   No  significant
changes were made in the Company's internal controls or in  other
factors that could significantly affect these controls subsequent
to the date of their evaluation.

Safe Harbor Statement

     This Form 10-K contains various "forward-looking statements"
within  the  meaning  of  the Securities  Act  of  1933  and  the
Securities  Exchange  Act of 1934, and the Company  intends  that
such  forward-looking statements be subject to the  safe  harbors
created  thereby.  The words "may", "will", "expect",  "believe",
"anticipate",  "should",  "estimate",  and  similar   expressions
identify  forward-looking  statements.   These  forward   looking
statements  reflect the Company's current views with  respect  to
future  events  and  finance   performance, but  are  based  upon
current   assumptions   regarding   the   Company's   operations,
future   results  and  prospects,   and are subject

                              -12-

<PAGE>

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATION, (CONT'D.)

to  many  uncertainties  and factors relating  to  the  Company's
operations  and business environment which may cause  the  actual
results of the Company to be materially different from any future
results expressed or implied by such forward-looking statements.

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

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK

     The Company is exposed to interest rate changes primarily as
a  result  of  its  line  of credit and long-term  debt  used  to
maintain liquidity and fund capital expenditures and expansion of
the  Company's  real estate investment portfolio and  operations.
The  Company's  interest rate risk management objectives  are  to
limit  the impact of interest rate changes on earnings  and  cash
flows  and to lower its overall borrowing costs.  To achieve  its
objectives,  the  Company borrows primarily at fixed  rates.   At
December  31,  2002,  the Company had $8,616,405  of  fixed  rate
mortgages  payable,  of  which   $3,278,967  matures   in   2011,
$3,069,924 matures in 2017, and $2,267,514 matures in 2021.   The
average  interest rate on these mortgages is 7.17%.  At  December
31,  2002,  the  fair  value  of  these  mortgages  amounted   to
$8,831,285.

     The  Company also has approximately $8.7 million in variable
rate  debt  due on demand.  This debt is primarily  margin  loans
secured  by  marketable securities.  The interest rate  on  these
margin  loans  range from 1.8% to 3% at December 31,  2002.   The
carrying  value of the Company's variable rate debt  approximates
fair value at December 31, 2002.

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

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

     None.

                              -13-

<PAGE>

                            PART III
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATED ENTITY OF
          THE REGISTRANT

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

<TABLE>
CAPTION
<S>                  <C>                        <C>
                                                   Director
                                                    Since/
                       Principal Occupation      Shares Owned
                                                      and
Name, Age and Title       Past Five Years         % of  Total

Ernest V.           Treasurer     (1961      to      1961
Bencivenga          present),  Secretary  (1967 Owns 7,925 shs
(84)                to  present) and  Director.    .35% (1)
Secretary/Treasurer Financial Consultant  (1976
And Director        to  present); Treasurer and
                    Director  (1968 to present)
                    of   Monmouth  Real  Estate
                    Investment     Corporation;
                    Secretary/Treasurer   (1984
                    to  present)  and  Director
                    (1969 to present) of United
                    Mobile Homes, Inc.


Anna T. Chew        Vice  President  (2001   to      1994
(44)                present)  Controller  (1991   Owns 17,707
Vice President      to  present) and  Director.       shs
And Director        Certified            Public    .78 % (2)
                    Accountant; Vice  President
                    and Chief Financial Officer
                    (1995      to     present),
                    Controller (1991  to  1995)
                    and   Director   (1994   to
                    present)  of United  Mobile
                    Homes,   Inc.;   Controller
                    (1991   to   present)   and
                    Director  (1993 to present)
                    of   Monmouth  Real  Estate
                    Investment Corporation.

Neal Herstik        Attorney  at  Law,   Gross,      2002
(44)                Truss  & Herstik, PC  (1997  Owns 500 shs
Director            to   present);  First  Vice      .02%
                    President,         Marlboro
                    Community Players, Inc.,  a
                    non-profit      corporation
                    (2000   to  present);   Co-
                    founder     and      former
                    President,       Manalapan-
                    Englishtown       Education
                    Foundation,  Inc.,  a  non-
                    profit corporation (1995 to
                    2001).


                               -14-
<PAGE>


ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATED ENTITY
             OF THE REGISTRANT, (CONT'D.)

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

Charles P.          Director.          Investor;      1970
Kaempffer           Director  (1974 to  present)   Owns 15,331
(65)                of   Monmouth  Real   Estate       shs
Director            Investment      Corporation;    .67 % (3)
                    Director  (1969 to  present)
                    of   United  Mobile   Homes,
                    Inc.;   Vice  Chairman   and
                    Director  (1996 to  present)
                    of  Community  Bank  of  New
                    Jersey.

Eugene W. Landy     President (1961 to  present)      1961
(69)                and  Director.  Attorney  at  Owns 285,899
President           Law;  Chairman of the  Board       shs
And Director        (1995      to      present),   12.28 % (4)
                    President  (1969  to   1995)
                    and   Director   (1969    to
                    present)  of  United  Mobile
                    Homes,  Inc.; President  and
                    Director  (1968 to  present)
                    of   Monmouth  Real   Estate
                    Investment Corporation.

Michael Landy       Investor.   President  (1998      2001
(41)                to  2001)  of Siam  Records,   Owns 38,726
Director            L.L.C.;  Chief Engineer  and       shs
                    Technical Director (1987  to    1.70% (5)
                    1998)   of   GRP   Recording
                    Company.

Samuel A. Landy     Director.  Attorney at  Law;      1994
(42)                President      (1995      to  Owns 120,839
Director            present),   Vice   President       shs
                    (1991  to 1995) and Director   5.19 % (6)
                    (1992  to present) of United
                    Mobile     Homes,      Inc.;
                    Director  (1989 to  present)
                    of   Monmouth  Real   Estate
                    Investment Corporation.

Eugene Rothenberg   Director.          Investor;      2001
(70)                Director  (1977 to  present) Owns 4,772 shs
Director            of   United  Mobile   Homes,      .21 %
                    Inc.

Robert G. Sampson   Director.          Investor;      1963
(76)                Director  (1968 to 2001)  of   Owns 16,986
Director            Monmouth     Real     Estate       shs
                    Investment      Corporation;      .75 %
                    Director  (1969 to  present)
                    of   United  Mobile   Homes,
                    Inc.;  General Partner (1983
                    to   present)   of   Sampco,
                    Ltd., an investment group.

                               TOTAL              508,685 shs
                                                    21.40%
</TABLE>

                              -15-
<PAGE>

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATED ENTITY OF
          THE REGISTRANT, (CONT'D.)

(1)  Includes 6,262 shares held by Mr. Bencivenga's wife.

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

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

(4)  Includes  (a)  8,882 shares held by Mr. Landy's  wife;   (b)
     32,835  shares held in the Landy & Landy Employees'  Pension
     Plan,  of  which Mr. Landy is a Trustee with power to  vote;
     (c)  69,051  shares  held in the Landy  &  Landy  Employees'
     Profit  Sharing  Plan, of which Mr. Landy  is  Trustee  with
     power   to  vote;  and  (d)  14,545  shares  held  by  Landy
     Investments, Ltd. of which Mr. Landy has power to vote;  and
     (e)  10,000  shares held in the Eugene W.. and Gloria  Landy
     Family  Foundation, a charitable trust, of which  Mr.  Landy
     has  power  to  vote.  Also includes 50,000 shares  issuable
     upon exercise of a stock option.

(5)  Includes 10,692 shares in custodial accounts for Mr. Landy's
     children  under the Uniform Gift to Minor's Act in which  he
     disclaims any beneficial interest, but has power to vote.

(6)  Includes  (a)  14,268 shares held by Mr. Landy's  wife;  (b)
     16,269   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)  27,550  shares in the Samuel Landy Family  Limited
     Partnership.   Also  includes 50,000  shares  issuable  upon
     exercise of a stock option.

                              -16-

<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 year ended December 31,  2002,  short  year
ended  December  31, 2001, and the fiscal year  ended  March  31,
2001.  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.


<TABLE>
<CAPTION>
<S> <C>                 <C>       <C>       <C>      <C>
   Name and Principal                Compensation
   Position                         Salary    Bonus   Other (1)

   Eugene W. Landy        12/31/02  $50,000   None    $20,700
   Chief Executive        12/31/01  $37,500   None    $ 1,600
     Officer              3/31/01   $50,000   None    $ 3,200
</TABLE>

(1)  Represents base compensation and directors' fees. Also
     includes legal fees of $17,500 in 2002.

Stock Option Plan

      The  following  table sets forth for the executive  officer
named  in  the Summary Compensation Table, information  regarding
stock options outstanding at December 31, 2002:



                                 Number of         Value of
                                Unexercised       Unexercised
                                 Options at        Options
                                  Year-End        at Year-End
             Shares    Value    Exercisable/      Exercisable/
Name       Exercised  Realized  Unexercisable    Unexercisable
<TABLE>
<CAPTION>
<S>        <C>       <C>       <C>      <C>     <C>      <C>

Eugene W.      -0-    N/A      $50,000/ $ -0-   $11,500/ $ -0-
Landy
</TABLE>

Compensation of Directors

      The  Directors receive a fee of $800 for each Board meeting
attended.   Directors appointed to house committees receive  $150
for   each  meeting  attended.   Those  specific  committees  are
Compensation   Committee,  Audit  Committee  and   Stock   Option
Committee.

                              -17-

<PAGE>

ITEM 11.    EXECUTIVE COMPENSATION, (CONT'D.)

Report of the Compensation Committee

Overview and Philosophy

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

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

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

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

Evaluation

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

Other Information

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

                              -18-

<PAGE>

ITEM 11.    EXECUTIVE COMPENSATION, (CONT'D.)

Comparative Performance

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

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

     1997             100              100            100
     1998             123              141             97
     1999              91              261             97
     2000              91              157            104
     2001             109              125            115
     2002             155               86            118
</TABLE>

                              -19-

<PAGE>

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT

      As  of December 31, 2002, no person owned of record or  was
known  by  the Company to beneficially own more than  5%  of  the
shares, except as follows:

<TABLE>
<CAPTION>
<S>                   <C>               <C>
Name and Address        Shares Owned      Percent of
Of Beneficial Owner     Beneficially        Class

Eugene W. Landy
20 Tuxedo Road
Rumson, NJ  07760          285,899          12.28%

Samuel A. Landy
124 Federal Road
Monroe Twp., NJ 08831      120,839           5.19%

</TABLE>

The  Company  believes that during 2002, all persons required  to
report  ownership  and  changes  in  ownership  of  common  stock
pursuant to Section 16(a) of the Securities Exchange Act of  1934
have complied.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain relationships and related party transactions are
incorporated herein by reference to part IV, Item 14(a)(1)(vi),
Note 10 of the Notes to Consolidated Financial Statements-
Payments to Afiliated Persons and Related Party Transactions.

                              -20-

<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:

<TABLE>
<CAPTION>
<S>    <C>                                          <C>
                                                     Page
                                                     _____

(i)    Auditors' Report                               23

(ii)   Consolidated Balance Sheets                   24-25

(iii)  Consolidated Statements of Income              26

(iv)   Consolidated  Statements  of  Shareholders'    27
       Equity

(v)    Consolidated Statements of Cash Flows          28

(vi)   Notes to Consolidated Financial Statements    29-44
</TABLE>


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

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

Exhibit No.               Description

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

(21)   Subsidiaries  of  the Registrant - During fiscal  1994,  the
       Registrant formed a wholly-owned subsidiary, The Mobile Home
       Store,  Inc. to finance and sell manufactured  homes.   This
       subsidiary  merged into the  Registrant during 2001.  During
       2001, the  Registrant  formed a  subsidiary, Palmer  Terrace
       Realty Associates, LLC to purchases a warehouse  facility in
       Carlstadt, New Jersey.

                              -21-

<PAGE>

<TABLE>
<CAPTION>
<S>        <C>
ITEM 14 -  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
           FORM 8-K, (CONT'D.)

Exhibit                        Description
  No.

99.1      Certification  pursuant to 18 U.S.C.  Section  1350  as
          adopted  pursuant to Section 302 of the  Sarbanes-Oxley
          Act of 2002.

99.2      Certification  pursuant to 18 U.S.C.  Section  1350  as
          adopted  pursuant to Section 302 of the  Sarbanes-Oxley
          Act of 2002.

99.3      Certification  pursuant to 18 U.S.C.  Section  1350  as
          adopted  pursuant to Section 906 of the  Sarbanes-Oxley
          Act of 2002.

99.4      Certification  pursuant to 18 U.S.C.  Section  1350  as
          adopted  pursuant to Section 906 of the  Sarbanes-Oxley
          Act of 2002.


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

</TABLE>
                              -22-

<PAGE>

                  INDEPENDENT AUDITORS' REPORT


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


     We have audited the accompanying consolidated balance sheets
of Monmouth Capital Corporation as of December 31, 2002 and 2001,
and  the related consolidated statements of income, shareholders'
equity and cash flows for the  year ended December 31, 2002,  the
short  year ended December 31, 2001 and the year ended March  31,
2001.   These financial statements are the responsibility of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements based on our audits.

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

      In  our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,  the
financial  position of Monmouth Capital Corporation  at  December
31,  2002  and  2001,  and  the  consolidated  results  of  their
operations  and their cash flows for the year ended December  31,
2002,  the short year ended December 31, 2001 and the year  ended
March 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.


                         /s/ Cowan, Gunteski & Co.


March 17, 2003
Toms River, New Jersey

                              -23-

<PAGE>
                  MONMOUTH CAPITAL CORPORATION
                   CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                 <C>              <C>
                                     December 31,     December 31,
             ASSETS                      2002             2001
                                     ____________     ____________

Real Estate Investments:
Land                                  $2,099,065       $1,659,065
Buildings, Improvements and
 Equipment, net of accumulated
 depreciation of  $285,852 and
 $80,000, respectively                 9,750,148        6,155,971
                                     ___________      ___________
Total Real Estate Investments         11,849,213        7,815,036

Loans Receivable, net of allowance
 for losses of $100,845 and
 $58,770, respectively                 1,888,094        2,397,698
Cash and Cash Equivalents                174,099          607,443
Accounts Receivable                       27,625          157,292
Securities Available for Sale, at
 Fair Value:
  Federal National Mortgage
   Association                         3,348,671        5,327,937
  Government National Mortgage
   Association                           149,758          205,533
  Other Securities Available for
   Sale                                9,346,508        6,123,300
Inventory                                118,009          253,404
Prepaid Expenses and Other
 Current Assets                           13,942           17,248
Unamortized Financing Costs              185,613          132,909
                                     ___________      ___________
      TOTAL ASSETS                   $27,101,532      $23,037,800
                                     ===========      ===========
</TABLE>


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

                              -24-

<PAGE>

                  MONMOUTH CAPITAL CORPORATION
               CONSOLIDATED BALANCE SHEETS (CONT.)


<TABLE
<CAPTION>
<S>                                  <C>            <C>
                                     December 31,   December 31,
                                         2002           2001
                                    ____________   ____________
 LIABILITIES AND SHAREHOLDERS'
            EQUITY

Mortgages Payable                     $8,616,405     $5,719,724
Accounts Payable and Accrued
 Expenses                                327,391        158,711
Loans Payable                          8,660,162      9,449,933
Other Liabilities                         35,000         34,657
                                     ___________    ___________
    Total Liabilities                 17,638,958     15,363,025
                                     ___________    ___________
Minority Interest                        352,564        349,053
Shareholders' Equity:                ___________    ___________
 Common Stock (par value $1.00
   per share; Authorized
   10,000,000 shares; issued
   and outstanding 2,277,537
   and 1,697,014 shares
   respectively)                       2,277,537      1,697,014
 Additional Paid-In Capital            4,993,306      3,640,737
 Accumulated Other Comprehensive
   Income                              1,734,189      1,689,134
 Retained Earnings                       104,978        298,837
                                     ___________    ___________
  Total Shareholders' Equity           9,110,010      7,325,722
                                     ___________    ___________
 TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY              $27,101,532    $23,037,800
                                     ===========    ===========
</TABLE>

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

                              -25-

<PAGE>


                  MONMOUTH CAPITAL CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
<S>                           <C>          <C>            <C>
                                              For the
                                For the        Short       For the
                              Year Ended    Year Ended    Year Ended
                              December 31,  December 31,   March 31,
                                 2002          2001          2001
                             ___________  ___________    ___________
Income:
  Sales of Manufactured
    Homes                        $394,500      $35,500   $4,790,693
  Interest and Dividend
    Income                      1,247,379      947,491      875,778
  Rental Income                 1,016,513      206,170       10,610
  Other Income                    181,685      255,002      154,239
                               __________   __________   __________
      Total Income              2,840,077    1,444,163    5,831,320
                               __________   __________   __________

Expenses:
  Cost of Sales of
    Manufactured Homes            390,003       33,836    4,192,175
  Selling Expense                   5,066          -0-      425,620
  Real Estate Taxes               102,955        2,416          -0-
  Salaries and Employee
    Benefits                      178,586      136,346      254,518
  Professional Fees                81,554       86,201      129,590
  Interest Expense                792,667      373,159      364,690
  Depreciation                    208,521       80,000       50,519
  Other Expenses                  480,580      314,607      488,908
                               __________   __________   __________
      Total Expenses            2,239,932    1,026,565    5,906,020
                               __________   __________   __________
Income (Loss) Before
  Minority Interest               600,145      417,598      (74,700)
Minority Interest                  45,507       19,393          -0-
                               __________   __________   __________

NET INCOME (LOSS)                $554,638     $398,205    $ (74,700)
                              ===========  ===========  ===========
NET INCOME (LOSS) PER
  SHARE-BASIC AND DILUTED            $.29        $ .25    $   (0.05)
                              ===========  ===========  ===========
WEIGHTED AVERAGE
  SHARES OUTSTANDING:
      BASIC                     1,924,860    1,597,213    1,534,759
                              ===========  ===========  ===========
      DILUTED                   1,941,477    1,602,787    1,534,759
                              ===========  ===========  ===========
</TABLE>

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


                              -26-

<PAGE>
                          MONMOUTH CAPITAL CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>              <C>       <C>         <C>         <C>         <C>        <C>
                                                    Accumulated
                                       Additional    Other Com-            Compre-
                  Common      Stock     Paid-In     Prehensive  Retained   hensive
                  Number     Amount      Capital      Income    Earnings   Income

Balance
 March 31, 2000  1,522,280 $1,522,280  $3,319,346  $  (32,829) $ 465,082
Common
 Stock Issued
 with the DRIP*     51,510     51,510      90,151         -0-        -0-
Net Loss               -0-        -0-         -0-         -0-    (74,700) $  (74,700)
Distributions          -0-        -0-         -0-         -0-    (76,123)
Unrealized
 Net Holding
 Gains on
 Securities
 Available for
 Sale                  -0-        -0-         -0-   1,199,125        -0-   1,199,125
                 _________  _________   _________   _________   ________   _________
Balance
 March 31, 2001  1,573,790  1,573,790   3,409,597   1,166,296    314,259  $1,124,425
                                                                           =========
Common Stock
 Issued with
 DRIP              123,224    123,224     231,240         -0-        -0-
Net Income             -0-        -0-         -0-         -0-    398,205  $  398,205
Distributions          -0-        -0-         -0-         -0-   (413,627)
Unrealized
 Net Holding
 Gains on
 Securities
 Available for
 Sale                  -0-        -0-         -0-     522,838        -0-     522,838
                 _________  _________   _________   _________  _________   _________
Balance
 December 31,
 2001            1,697,014  1,697,014   3,640,737   1,689,134    298,837  $  921,043
                                                                           =========
Common Stock
 Issued with
 DRIP              580,523    580,523   1,352,569         -0-        -0-
Net Income             -0-        -0-         -0-         -0-     54,638  $  554,638
Distributions          -0-        -0-         -0-         -0-   (748,497)
Unrealized
 Net Holding
 Gains on
 Securities
 Available for
 Sale                  -0-        -0-         -0-      45,055        -0-      45,055
                 _________  _________   _________   _________   ________   _________
Balance
 December 31,
 2002            2,277,537 $2,277,537  $4,993,306  $1,734,189  $ 104,978  $  599,693
                 =========  =========   =========   =========   ========   =========
</TABLE>

*Dividend Reinvestment and Stock Purchase Plan

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

                                      -27-


<PAGE>

                  MONMOUTH CAPITAL CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S>                            <C>          <C>              <C>

                                For the     For the Short      For the
                               Year Ended    Year Ended      Year Ended
                               December 31,  December 31,     March 31,
                                  2002          2001            2002
CASH FLOWS FROM OPERATING
  ACTIVITIES
Net Income (Loss)               $554,638      $ 398,205       $ (74,700)
Adjustments to reconcile net
   income to net cash provided
   by operating activities:
 Income Allocated to Minority
   Interest                       45,507         19,393             -0-
 Depreciation and Amortization   221,935         81,500          60,519
 Provision for Loan Losses        68,500        134,400             -0-
 Gain on Sale of Securities
   Available for Sale           (181,002)      (254,684)        (31,598)
Changes In Operating Assets and
  Liabilities:
  Accounts Receivable            129,667       (109,587)         82,893
  Inventory                      390,003            -0-         489,317
  Prepaid Expenses and Other
    Current Assets                 3,306        (17,973)         25,297
  Accounts Payable and Accrued
    Expenses                     168,680         29,096        (330,397)
  Other Liabilities                  343          7,143         (42,879)
                               _________      _________      __________
Net Cash Provided  by Operating
Activities                     1,401,577        287,493         178,452
                               _________      _________      __________
CASH FLOWS FROM INVESTING
ACTIVITIES
  Loans Made                    (110,600)           -0-      (1,291,195)
  Collections and Other Decreases
    in Loans Receivable          297,096        263,206         747,291
  Purchase of Securities
    Available for Sale        (3,617,631)      (204,907)     (8,198,342)

  Proceeds from Sales and Other
    Decreases in Securities
    Available for Sale         2,655,521      1,602,957         225,674
  Additions to Real Estate
    Investments               (4,242,698)    (7,883,971)       (103,430)
  Proceeds from Sale of Real
    Estate Investments               -0-            -0-         389,834
  Disposition of Inventory           -0-            -0-       2,261,624
                              __________     __________      __________
Net Cash  Used  by Investing
  Activities                  (5,018,312)    (6,222,715)     (5,968,544)
                              __________     __________      __________
CASH FLOWS FROM FINANCING
  ACTIVITIES
   Proceeds from Mortgages     3,100,000      5,736,250             -0-
   Proceeds from Loans               -0-        900,000             -0-
   Net (Decrease) Increase in
    Margin Loans Payable and
    Inventory Financing         (789,771)      (323,632)      5,609,061
   Principal Payments of
    Mortgages                   (203,319)       (16,526)            -0-
   Financing Costs on Debt       (66,118)      (116,374)            -0-
   Increase in Minority Interest (41,996)       329,660             -0-
   Dividends Paid               (551,994)      (320,264)        (54,973)
   Proceeds from the Issuance of
    Class A Common Stock       1,736,589        261,101         120,511
                              __________     __________      __________
Net Cash Provided by Financing
  Activities                   3,183,391      6,450,215       5,674,599
                              __________     __________      __________
Net (Decrease) Increase in Cash
  and Cash Equivalents          (433,344)       514,993        (115,493)

Cash and Cash Equivalents at
  Beginning of Year              607,443         92,450         207,943
                              __________     __________      __________
Cash and Cash Equivalents at
  End of Year                 $  174,099      $ 607,443       $  92,450
                              ==========      =========       =========
</TABLE>

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


                              -28-

<PAGE>


                  MONMOUTH CAPITAL CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002


NOTE 1 - CHANGE IN YEAR END TO CALENDAR YEAR

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation and Minority Interests

      The  Company formed a wholly-owned subsidiary,  The  Mobile
Home  Store, Inc. (MHS), to finance and sell manufactured  homes.
MHS was incorporated in the State of New Jersey on July 28, 1993.
MHS was merged into the Company on December 6, 2001.  The Company
consolidates the results of certain operations that have minority
interest.  All inter-company transactions and balances have  been
eliminated in consolidation.

Description of the Business

      The  Company is a corporation organized in New Jersey which
commenced operations in 1961.  Prior to fiscal 1994, the  Company
was  an  investment company under the Investment Company  Act  of
1940  and a small business investment company licensed under  the
Small Business Investment Company Act of 1958.

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

                              -29-

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (CONT'D.)

     On  March  31,  1994,  the Company purchased  a  net  leased
industrial  building in Bethlehem, Pennsylvania.   During  fiscal
2000,  this  building  was sold at a gain  of  $245,419.   As  an
interim measure, the Company is investing in securities of REITs.
The  Company  has  also  invested in mortgage  backed  securities
issued  by the Federal National Mortgage Association. The Company
has  purchased these securities on margin since the interest  and
dividend  yields exceed the cost of funds.  Such  securities  are
subject to risk arising from adverse changes in market rates  and
prices,  primarily interest rate risk relating to debt securities
and equity price risk relating to equity securities.

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

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

     On  September  18,  2002 the Company purchased  a  leasehold
interest   in   a  62,986  square  foot  warehouse  facility   in
Cheekowaga, New York from FedJones Cheekowaga, LLC,  an unrelated
entity.

Revenue Recognition

     Sale of manufactured homes is recognized on the full accrual
basis  when  certain criteria are met. Interest income  on  loans
receivable is not accrued when, in the opinion of management, the
collection  of such interest appears doubtful. Rental  income  is
recognized on the straight-line basis over the term of the lease.

Use of Estimates

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

Buildings, Improvements and Equipment

      Buildings,  Improvements and Equipment are  stated  at  the
lower  of depreciated cost or net realizable value.  Depreciation
is  computed based on the straight-line method over the estimated
useful  life of the assets (39 years).  If there is an  event  or
change  in  circumstances that indicates that  the  basis  of  an
investment  property may not be recoverable, management  assesses
the  possible  impairment  of value  through  evaluation  of  the
estimated  future cash flows of the property, on an  undiscounted
basis,  as compared to the property's current carrying value.   A
property's  carrying value would be adjusted,  if  necessary,  to
reflect an impairment in the value of the property.

                              -30-

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (CONT'D.)

Securities Available for Sale

      The  Company's  securities consist primarily  of  debt  and
common  and preferred stock of other REITs, as well as  mortgaged
backed   securities  issued  by  the  Federal  National  Mortgage
Association  and  the  Government National Mortgage  Association.
These  securities  are all publicly traded and purchased  on  the
open  market.   These securities are classified as Available-for-
Sale, and are carried at fair value. Gains or losses on the  sale
of  securities  are based on identifiable cost and are  accounted
for  on  a trade date basis.  Unrealized holding gains and losses
are  excluded from earnings and reported as a separate  component
of  Shareholders' Equity until realized.  A decline in the market
value of any security below cost that is deemed to be other  than
temporary results in a reduction in the carrying amount  to  fair
value.   Any  impairment is charged to earnings and  a  new  cost
basis for the security is established.

Inventories

      Inventories, consisting of manufactured homes for sale, are
valued at the lower of cost, which includes costs associated with
the repossession of a home, or market value and are determined by
the   specific  identification  method.   All  inventories   were
considered finished goods.

Income Taxes

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

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

Net Income Per Share

      Basic  net  income per share is calculated by dividing  net
income   by   the   weighted-average  number  of  common   shares
outstanding during the period (1,924,860, 1,597,213 and 1,534,759
for  the  year  ended  December 31, 2002, the  short  year  ended
December   31,   2001  and  the  year  ended  March   31,   2001,
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 (1,941,477, 1,602,787 and 1,534,759 for
the  year  ended December 31, 2002, the short year ended December
31, 2001 and the year ended March 31, 2001, respectively).   (See
Note  7).   Options in the amount of 16,617, 5,574, and  -0-  are
included  in the diluted weighted average shares outstanding  for
the  year  ended December 31, 2002, the short year ended December
31, 2001 and the year ended March 31, 2001, respectively.

                              -31-

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (CONT'D.)

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.  The  following
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:


     <TABLE>
     <CAPTION>
     <S>                   <C>       <C>        <C>
                            12/31/02  12/31/01   3/31/01

     Net Income (Loss) as
     reported               $554,638  $398,205  $(74,700)

     Compensation expense
      if the fair value
      method had been
      applied                  2,000    28,289    16,581

     Net Income (Loss) Pro
      forma                  552,638   369,916   (91,281)

     Net Income (Loss) Per
      Share:
       As reported               .29       .25     (.05)
       Pro forma                 .29       .22     (.06)
     </TABLE>

     The fair value of each option grant is estimated on the date
of  the  grant using the Black-Scholes option-pricing model  with
the  following  weighted-average  assumptions  used  for  grants;
dividend yield of 10% for the year ended December 31, 2002 and .3
%  for  the short year ended December 31, 2001 and the year ended
March  31,  2001; expected volatility of 25%; risk-free  interest
rates  of 3.4% for the year ended December 31, 2002 and 6.5%  for
the  short year ended December 31, 2001 and the year ended  March
31, 2001; and expected lives of  five years.

Other Comprehensive Income

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

Reclassifications

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

                              -32-

<PAGE>

NOTE 3 - REAL ESTATE INVESTMENTS

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

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

     On  September  18, 2002, the Company purchased  a  leasehold
interest  in  a  62,986 square foot warehouse  facility  in  Erie
County,  Cheektowaga,  New  York from FedJones  Cheektowaga,  LLC
(FedJones), an unrelated entity.  This lease was between FedJones
and  the Erie County Industrial Development Agency (ECIDA).  This
warehouse  facility  is 100% subleased to  FedEx  Ground  Package
System,  Inc.  under  a net lease (FedEx lease).    The  purchase
price   was  approximately  $4,200,000.   The  Company   borrowed
approximately  $1,100,000  against its  security  portfolio  with
Prudential  Securities and obtained a mortgage  of  approximately
$3,100,000.   This  mortgage payable is at an  interest  rate  of
6.78%  and is due October 1, 2017.  At the end of the lease term,
the  Company may purchase the warehouse facility from  ECIDA  for
$10.

      The  following  is  a summary of the cost  and  accumulated
depreciation  of the Company's land, buildings, improvements  and
equipment at December 31, 2002 and 2001:

<TABLE>
<CAPTION>
<S>                       <C>           <C>           <C>          <C>
                                   2002                        2001
                          _________________________   _________________________
                           Buildings,                  Buildings,
                          Improvements                Improvements
                              And      Accumulated        And      Accumulated
                           Equipment   Depreciation    Equipment   Depreciation
                          _____________________________________________________


     New Jersey
      Industrial Building $ 2,492,000   $ 93,226      $2,491,971   $32,000
     Minnesota
      Industrial Building   3,744,000    144,000       3,744,000    48,000
     New York
      Industrial Building   3,800,000     48,626             -0-       -0-
                          ___________   ________      __________   _______
         TOTAL            $10,036,000   $285,852      $6,235,971   $80,000
                          ===========   ========      ==========   =======
</TABLE>

                                    -33-

<PAGE>

NOTE 4 - LOANS RECEIVABLE

      The following is a summary of the loans held by the Company
at December 31, 2002 and 2001:

<TABLE>
<CAPTION>
<S>                     <C>      <C>      <C>          <C>
                                                 Balance
                         Rate     Date      2002         2001
                         ________________________________________

     Financed
      Manufactured
      Homes             10%-15%  Various  $1,963,468   $2,409,734
     Other              Various  Various      25,471       46,734
                                          __________   __________
     Total Loans Receivable                1,988,939    2,456,468
     Allowance for Losses                   (100,845)     (58,770)
                                          __________   __________
     Net Loans Receivable                 $1,888,094   $2,397,698
                                          ==========   ==========
</TABLE>


     From  1994 through March 2001, the Company sold and financed
manufactured home units.  At December 31, 2002 and 2001, financed
manufactured  homes  consist of 88 and 112  loans,  respectively.
These  loans  range  from  approximately $1000  to  approximately
$60,000.   Loans receivable for financed manufactured  homes  are
secured  by  the property financed. Generally, the terms  of  the
loans do not exceed 20 years.

                              -34-

<PAGE>

NOTE 5 - SECURITIES AVAILABLE FOR SALE

       The   Company's  securities  available  for  sale  consist
primarily  of debt securities and common and preferred  stock  of
other  REITs.   The Company does not own more  than  10%  of  the
outstanding shares of any of these securities, nor does  it  have
controlling financial interest.

     The following is a summary of investments in debt and equity
securities at December 31, 2002:

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

             Description              Shares      Cost     Fair Value
             ___________              ______      ____     __________


     Equity Securities-Preferred Stock:

     Apartment Inv and
      Management Co 10%                1000  $   6,220    $   26,250
     Associated Estates Realty
      Corp 9.75% Class A             15,500    246,779       357,740
     Avalonbay 8% SerD Callable       6,000    151,500       150,900
     CBL Assoc. 8.75% SrB             2,000    101,200       103,800
     Colonial Ppty Tr 8.75% Ser A       300      7,552         7,506
     Crown American Realty Trust 11% 16,200    585,933       896,670
     Developers Div Dep Sh 8.375%     2,000     49,000        49,700
     Equity Inns Inc 9.5% Series A   12,400    201,783       288,920
     Felcor Loding 9% Series B       25,000    496,592       615,000
     Felcor Lodging Trust Inc 1.95%   5,000     86,390       104,250
     G&L Realty Corp 10.25%
      Series A                        1,000     15,683        22,650
     Glenborough Realty Trust
     7.75% Series A                   6,000     87,823       126,900
     Glimcher Realty Trust 9.25%
      Series B                        4,000     62,418        99,400
     HRPT PP 9.875% Ser A             4,000    107,680       105,600
     HRPT PP 8.75% Ser B             17,000    425,160       434,180
     Health Care Property Inves.
      7.875% Series A                 8,000    133,417       199,200
     Health Care Property Inves.
      8.7% Series B                   3,000     50,860        76,200
     Highwoods Properties Inc 8%
      Series D                        1,000     17,170        22,350
     Hospitality Properties
      Trust 9.5% Series A             6,400    127,413       168,896
     Innkeepers USA Trust 8.625%
      Series A                       10,000    182,513       242,000
     Istar Financial Inc. 8%
      Series D                        4,500     80,915       107,325
     JDN Realty Corp 9-3/8%
      Series A                       19,000    384,180       479,750
     Kimco Realty 8.50% PRB           5,500    140,345       140,305
     Kramont Realty Trust 9.5%
      Series D                       25,200    444,723       633,780
     Lasalle Hotel Prop. 10.25% SRA   8,000    202,400       212,000
     Mid America Apartment Communities
      Inc. 9.5% Series A              1,200     24,525        30,420
     Mid America Apartment Communities
      Inc. 8.825% Series B           12,500    219,501       311,250
     Mills Corp 9% Rfd B              2,000     50,600        51,500
     New Plan Excel Realty Trust
      8.625% Series B                12,000    291,835       302,400
     Parkway Prop 8.75% Sr A          1,000     26,030        25,650

</TABLE>
                                -35-

<PAGE>

     NOTE 5 - SECURITIES AVAILABLE FOR SALE, (CONT'D.)
<TABLE>
<CAPTION>
<S>                                 <C>        <C>          <C>

            Description             Shares          Cost     Fair Value
            ___________             ______          ____     __________

     Prime Retail Inc. Series B       1,000         5,185        5,250
     Sizeler PP PFD 9.75%             1,000        25,000       26,300
     Sovran Self Storage Inc
      9.85% Series B                  1,000        19,245       26,000
     Thornburg Mortgage Asset
      Corp 9.68% Series A             1,700        33,423       45,900
     Vornado Realty Trust 8.5%
      Series C                        1,000        19,683       25,400
                                               __________   __________
     Total Equity Securities -
       Preferred Stock                          5,130,676    6,521,342
                                               __________   __________

     Equity Securities-Common Stock:

     Center Trust Inc                10,000        45,560       78,000
     Crown American                  30,000       268,800      276,000
     Five Star Quality Care Inc          40           300           55
     HRPT Properties Trust           40,000       343,316      329,600
     JDN Realty                          64           -0-          701
     LaSalle Hotel Properties         1,000        12,308       14,000
     Monmouth Real Estate             1,000         7,160        6,920
     New Plan Excel Realty
      Trust Inc                       6,243        90,726      119,179
     Phoenix Companies Inc              478           -0-        3,633
     Sizeler Properties
      Investors Inc                 137,000     1,122,761    1,272,729
     Tork Time Control Inc            1,500        10,125       15,000
     Trizec PPTYS Inc                 6,500        75,945       61,035
     United Mobile Homes,
      Inc.(a related entity)         11,000        84,824      148,939
                                               __________   __________
     Total Equity Securities-
       Common Stock                             2,061,825    2,325,791
                                               __________   __________

     Total Equity Securities                    7,192,501    8,847,133
                                               __________   __________

     Debt Securities:
     Sizeler PPTY SubDeb CPN 9%
      Due 7/15/09                                 500,000      499,375
     Federal National Mortgage
      Association 6.09% 7/1/39                  2,840,476    2,916,507
     Federal National Mortgage
      Association 6.86% 11/1/30                   430,800      432,164
     Government National Mortgage
      Association 6.5% 2/20/14                    146,971      149,758
                                               __________  ___________

     Total Debt Securities                      3,918,247    3,997,804
                                               __________   __________
     Total Securities Available
      for Sale                                $11,110,748  $12,844,937
                                               ==========   ==========


</TABLE>

                              -36-

<PAGE>

NOTE 5 - SECURITIES AVAILABLE FOR SALE, (CONT'D.)

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

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

               Description               Shares     Cost       Fair Value

     Equity Securities-Preferred Stock:

     Apartment Inv and Management Co 10%  1,000 $   26,220     $   25,900
     Associated Estates Realty Corp
      9.75% Class A                      19,500    310,459        485,550
     Crescent Real Estate Equities
      Co 6.75%                            2,000     27,266         38,700
     Crown American Realty  Trust 11%    20,200    730,605      1,045,277
     Equity Inns Inc 9.5% Series A       12,400    201,783        275,776
     Equity Office Properties Trust
      8.98% Series A                      1,000     21,995         25,500
     Felcor Lodging Trust Inc 1.95%      16,000    281,072        374,240
     Felcor Lodging Trust Inc. 9%
      Series B                            4,000     66,520         81,600
     G&L Realty Corp 10.25% Series A      1,000     15,683         17,650
     Glenborough Realty Trust 7.75%
      Series A                            6,000     87,823        126,600
     Glimcher  Realty  Trust
      9.25% Series B                      4,000     62,418         98,000
     Health Care Property Investors
      7.875% Series A                     3,000     50,860         75,450
     Health Care Property Investors
      8.7% Series B                       8,000    133,417        196,800
     Highwoods Properties Inc 8%
      Series D                            1,000     17,170         23,340
     Hospitality Properties Trust
      9.5% Series A                       6,400    127,413        163,968
     Innkeepers USA Trust 8.625%
      Series A                           10,000    182,513        232,500
     Instar Financial Inc. 8% Series D    4,500     80,915         96,075
     JDN Realty Corp 9-3/8% Series A     14,000    253,484        346,780
     Kramont Realty Trust 9.5% Series D  22,700    382,548        544,800
     Mid America Apartment
      Communities Inc. 9.5% Series A     12,500    219,501        314,375
     Mid America Apartment
     Communities Inc 8.825% Series B      1,200     24,525         29,976

</TABLE>

                              -37-

<PAGE>

NOTE 5 - SECURITIES AVAILABLE FOR SALE, (CONT'D.)

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

               Description            Shares        Cost       Fair Value

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

     Total Equity Securities                     4,502,203      6,123,300
                                                 _________      _________
     Debt Securities:

     Federal National Mortgage
      Association 6.09% 7/1/39                   4,512,639      4,579,156
     Federal National Mortgage
      Association 6.86% 11/1/30                    743,188        748,781
     Government National Mortgage
      Association 6.5% 2/20/14                     209,606        205,533
                                                 _________      _________
     Total Debt Securities                       5,465,433      5,533,470
                                                 _________     __________

     Total Securities Available for Sale        $9,967,636    $11,656,770
                                                ==========     ==========
</TABLE>


                              -38-

<PAGE>

NOTE 6 - MORTGAGES PAYABLE AND LOANS PAYABLE

     Mortgages Payable

      The following is a summary of mortgages payable at December
31, 2002:

                      Interest
         Property       Rate   Maturity       2002        2001
         ________     _______  ________   ________    ________


      New Jersey       7.75%     2021   $2,267,514  $2,319,724
      Minnesota        7.04%     2011    3,278,967   3,400,000
      New York         6.78%     2017    3,069,924         -0-
                                         _________   _________

      Total Mortgages Payable           $8,616,405  $5,719,724
                                         =========   =========

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

                2003                $  323,218
                2004                   346,801
                2005                   372,111
                2006                   399,272
                2007                   428,420
             Thereafter              6,746,583
                                     _________

                                    $8,616,405
                                     =========

    Loans Payable

     The Company purchases securities on margin.  At December 31,
2002  and  2001,  the  margin loans amounted  to  $7,293,496  and
$8,549,933, respectively.  The  interest rate ranged from 1.8% to
3%  at December 31, 2002 and from 2.5% to 3.875% at December  31,
2001.   These loans were secured by investment securities with  a
market value of $12,844,937 and $11,656,770, respectively.  These
margin loans are due on demand.

     On   August  31, 2001  the Company received a $500,000  loan
from  Two River Community Bank.  This loan is at an interest rate
based  on  the five-year Treasury note plus 2.75% and is  due  on
August  31, 2003.  The balance on this loan at December 31,  2002
and  2001 was $466,666 and $500,000, respectively.  This loan  is
personally guaranteed by Eugene W. Landy, Chairman and President.

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

                              -39-

<PAGE>

NOTE 6 - MORTGAGES PAYABLE AND LOANS PAYABLE, (CONT'D.)

     On  August  15,  2002,  the Company received  an  additional
$500,000 loan from Two River Community Bank.  This loan is at  an
interest rate of 6.11% per annum and is due on August 15, 2004.

NOTE 7 - EMPLOYEE STOCK OPTION PLAN

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


     A  summary of the status of the Company's stock option plans
as of  December 31, 2002 and 2001 and March 31, 2001, and changes
during the periods then ended are as follows:

<TABLE>
<CAPTION>
<S>                 <C>      <C>       <C>     <C>         <C>     <C>
                          12/31/02          12/31/01             3/31/01
                     ________________   _________________   _________________
                             Weighted           Weighted            Weighted
                             Average            Average             Average
                             Exercise           Exercise            Exercise
                    Shares    Price    Shares    Price     Shares     Price

     Outstanding at
       Beginning of
       period       140,000    $3.02   90,000    $2.86     70,000     $2.93
     Issued          10,000     2.90   50,000     3.30     20,000      2.62
     Expired/
       Cancelled        -0-      -0-      -0-      -0-        -0-       -0-
                     ______            ______              ______
     Outstanding
       at end of
       period       150,000     3.01  140,000     3.02     90,000      2.86
                    =======           =======             =======
     Weighted-average
       fair value of
       options granted
       during the
       year                      .20              1.57                  .94
                              ======            ======               ======

</TABLE>
                              -40-

<PAGE>

NOTE 7 - EMPLOYEE STOCK OPTION PLAN, (CONT'D.)


     The  following is a summary of stock options outstanding  as
     of  December 31, 2002:

<TABLE>
<CAPTION>
     <S>       <C>        <C>        <C>        <C>
                 Number   Number
     Date of       of       of       Option     Expiration
     Grant     Employees  Shares     Price         Date
     _______    _______  _______     _______    __________

     4/8/98       2       20,000       2.75       4/8/03
     9/28/98      1       50,000       3.00       9/28/03
     10/4/00      2       20,000       2.625      10/4/05
     10/4/01      1       50,000       3.30       10/4/09
     1/16/02      2       10,000       2.90       1/16/07
                         _______

                         150,000
                         =======
</TABLE>

     As of December 31, 2002, there were 150,000 shares available
for grant under the Plan.

NOTE 8 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

      Effective  August  28,  1995,  the  Company  implemented  a
Dividend Reinvestment and Stock Purchase Plan (DRIP).  Under  the
terms of the DRIP, shareholders who participate may reinvest  all
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 December 31, 2002, the short  year
ended  December 31, 2001  and the  year ended March 31, 2001, the
Company received $1,933,092, $354,464 and $141,661 from the DRIP,
respectively.  There were 580,523, 123,224 and 51,510 new  shares
issued, respectively.

      On  December  16,  2002, the Company  paid  $748,497  as  a
dividend of $.35 per share to shareholders of record November 15,
2002.

NOTE 9 - INCOME TAXES

      The  Company  has elected to be taxed as a REIT.    As  the
Company  has  not  distributed all of  its  income  currently,  a
provision  for  federal excise and other  taxes  of  $50,000  and
$35,193  has been made for the  year ended December 31, 2002  and
the short year ended December 31, 2001.

NOTE 10 - PAYMENTS TO AFFILIATED PERSONS AND RELATED PARTY
          TRANSACTIONS

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

                              -41-

<PAGE>

NOTE 10 - PAYMENTS TO AFFILIATED PERSONS AND RELATED PARTY
          TRANSACTIONS, (CONT'D.)

Payments to Affiliated Persons

      Total  payments to all officers, directors  and  affiliated
persons  during the year ended December 31, 2002, the short  year
ended  December  31,  2001, and the year ended  March  31,  2001,
amounted to $117,400, $50,300, $98,000, respectively.  Eugene  W.
Landy,  President of the Company, received $70,700,  $39,100  and
$53,200 in salary, legal and director fees.

Transactions with United Mobile Homes, Inc.

      MHS had rental expenses to United. United owns and operates
manufactured  home communities.  Seven Directors of  the  Company
are  also Directors and shareholders of United.  MHS paid  United
market  rent on sites where MHS had a home for sale.  Total  site
rental  expense  to  United  amounted  to  $22,690  and  $82,087,
respectively, for the short year ended December 31, 2001 and  the
year ended March 31, 2001.  MHS also leased space from United  to
be  used  as  sales  lots, at market rates, at most  of  United's
communities.  Total rental expense relating to these  sales  lots
amounted  to $-0- and $153,480 for the short year ended  December
31, 2001 and for the year ended March 31, 2001, respectively.

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

     During  the  year ended December 31, 2002,  the  short  year
ended  December 31, 2001 and the year ended March 31, 2001,   MHS
sold  to  United 2, -0-, and 10 homes, respectively, for a  total
sales  price  of  $43,181, $-0- and $161,487,   respectively,  at
MHS's   cost.    These  sales  represented  11%,   0%   and   3%,
respectively,  of  total sales made by MHS.   These  manufactured
homes were available through MHS, but could have been acquired by
United from a third party at approximately the same price.

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

NOTE 11 - GROUP CONCENTRATIONS OF CREDIT RISK

      The  Company's  loan  portfolio is diversified.  Generally,
loans  are collateralized by the manufactured homes.  At December
31, 2002 and 2001 and March 31, 2001, all loans were secured.

      The  Company owns three properties totaling 181,811  square
feet  of  which two or 122,411 square feet are leased to  Federal
Express Corporation and subsidiaries (FedEx).  Rental income from
FedEx  totaled approximately $589,000 and $13,974  for  the  year
ended  December  31, 2002 and the short year ended  December  31,
2001, respectively.

                              -42-

<PAGE>

NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Limitations

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

      The  fair  value  of  cash and cash equivalents  and  loans
receivable approximates their current carrying amounts since  all
such items are short-term in nature. The fair value of securities
available  for sale is based upon quoted market values (See  Note
5).   At  December 31, 2002,  the  fair  and  carrying  value  of
mortgages   payable  amounted  to  $8,831,285   and   $8,616,405,
respectively.  The fair value of loans payable approximates their
current  carrying  amounts since such amounts payable  are  at  a
current market rate of interest.  At  December 31, 2001, the fair
value  of  mortgages payable and loans payable approximates their
current  carrying  amounts since  such  amounts  payable are at a
current  market  rate  of interest.

                              -43-

<PAGE>

NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION

      Cash  paid  during the  year ended December 31,  2002,  the
short  year  ended December 31, 2001,  and the year ended   March
31, 2001 for interest and taxes are as follows:


<TABLE>
<CAPTION>
<S>              <C>         <C>               <C>
                  12/31/02       12/31/01         3/31/01
                 _________      _________        _________

Interest          $792,667       $373,159         $364,690

Taxes             $ 58,535       $  8,193         $ 13,071

</TABLE>

      During  the  year ended December 31, 2002, the  short  year
ended December 31, 2001, and  the year ended March 31, 2001,  the
Company  had  dividend  reinvestments of  $196,503,  $93,363  and
$21,150, respectively, which required no cash transfers.

      During the  year ended December 31, 2002 and the short year
ended  December 31, 2001, the collateral for loans receivable  of
$254,608 and $253,404, respectively,  was repossessed and  placed
in inventory.

NOTE 14 - PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

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

             Total Income         $ 4,274,921

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


                              -44-

<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 and Chief Executive
                                    Officer
Dated: March  16, 2003

      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


                         President/Director
/s/ Eugene W. Landy      and Chief Executive
    EUGENE W. LANDY      Officer              March 16, 2003

/s/ Ernest V. Bencivenga Secretary/Treasurer
    ERNEST V. BENCIVENGA and Director         March 16, 2003

/s/ Anna T. Chew         Controller and       March 16, 2003
    ANNA T. CHEW         Director

/s/ Neal Herstik
    NEAL HERSTIK         Director             March 16, 2003

/s/ Charles P. Kaempffer
    CHARLES P. KAEMPFFER Director             March 16, 2003

/s/ Michael P. Landy                          March 16, 2003
    MICHAEL P. LANDY     Director

/s/ Samuel A. Landy
    SAMUEL A. LANDY      Director             March 16, 2003

/s/ Robert G. Sampson
    ROBERT G. SAMPSON    Director             March 16, 2003

/s/ Eugene Rothenberg
    EUGENE ROTHENBERG    Director             March 16, 2003


                              -45-