U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]      QUARTERLY  REPORT PURSUANT  TO  SECTION 13  OR 15(d)  OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended:    March 31, 2004
                                            --------------

                                       OR

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

                           Commission File No.: 1-7986
                                                ------

                          Kent Financial Services, Inc.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)


          Delaware                                           75-1695953
          --------                                           ----------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

           376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
           ----------------------------------------------------------
                    (Address of principal executive offices)

                                 (908) 234-0078
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

     State the number of shares  outstanding of each of the issuer's  classes of
common stock as of the latest practicable date: As of April 30, 2004, the issuer
had 2,962,154 shares of its common stock, par value $.10 per share, outstanding.

     Transitional Small Business Disclosure Format (check one).

                               Yes       No  X
                                  -----    -----

<PAGE>

PART I   -  FINANCIAL INFORMATION
------      ---------------------
Item 1.  -  Financial Statements
-------     --------------------

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 2004
                                   (UNAUDITED)
                                 ($000 Omitted)
ASSETS
------

Cash and cash equivalents                                             $  2,736
Securities owned                                                         6,265
Investment in T. R. Winston                                                390
Property and equipment:
  Land and building                                                      1,447
  Office furniture and equipment                                            81
                                                                      --------
                                                                         1,528
  Accumulated depreciation                                           (     551)
                                                                      --------
  Net property and equipment                                               977
Other assets                                                                18
                                                                      --------
      Total assets                                                    $ 10,386
                                                                      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:

Securities sold, not yet purchased                                    $    206
Accounts payable and accrued expenses                                      853
Mortgage payable                                                           655
Put option                                                                 344
Accrual for previously discontinued operations                             166
                                                                      --------
      Total liabilities                                                  2,224
                                                                      --------

Contingent liabilities

Stockholders' equity:

Preferred stock without par value, 500,000
  shares authorized; none outstanding                                        -
Common stock, $.10 par value, 4,000,000
  shares authorized; 2,965,842 outstanding                                 297
Additional paid-in capital                                              12,725
Accumulated deficit                                                  (   4,516)
Deferred compensation                                                (     344)
                                                                      --------
      Total stockholders' equity                                         8,162
                                                                      --------
      Total liabilities and stockholders' equity                      $ 10,386
                                                                      ========

     See accompanying notes to condensed consolidated financial statements.

                                       2

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      ($000 Omitted, except per share data)


                                                      Three Months Ended
                                                            March 31,
                                                      ------------------
                                                       2004        2003
                                                      ------      ------

Revenues:
  Principal transactions:
    Investing gains (losses)                          $   42     ($  126)
    Trading                                                -          23
  Brokerage commissions and fees                           -         378
  Management fee income                                   57          57
  Equity in earnings of T. R. Winston                    109           -
  Interest, dividends and other                          228          68
                                                      ------      ------
                                                         436         400
                                                      ------      ------

Expenses:
  General and administrative                             220         465
  Brokerage                                                -         259
  Interest                                                13          16
                                                      ------      ------
                                                         233         740
                                                      ------      ------

Income (loss) before income taxes                        203     (   340)
Provision (benefit) for income taxes                      16     (     1)
                                                      ------      ------
Net income (loss)                                     $  187     ($  339)
                                                      ======      ======

Basic and diluted net income (loss) per
  common share                                        $  .06     ($  .10)
                                                      ======      ======

Weighted average number of common
  shares outstanding (in 000's)                        2,985       3,316
                                                      ======      ======











     See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 ($000 Omitted)

                                                         Three Months Ended
                                                              March 31,
                                                         ------------------
                                                          2004        2003
                                                         ------      ------

Cash flows from operating activities:
  Net income (loss)                                      $   187    ($   339)
  Adjustments to reconcile net income
   (loss) to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                             8           9
     Unrealized gains (losses) on
      securities owned                                  (     26)        139
     Equity in earnings of T. R. Winston                (    109)          -
Changes in operating assets and liabilities:
   Change in securities owned                           (    424)        738
   Change in accounts payable and
    accrued expenses                                          44    (     31)
   Other, net                                                  1    (    185)
                                                         -------     -------
   Net cash provided by (used in) operating activities  (    319)        331
                                                         -------     -------

Cash flows from investing activities -
   Investment in T. R. Winston                          (     23)          -
                                                         -------     -------

Cash flows from financing activities:
  Repurchase of common stock                            (    656)   (     26)
  Principal mortgage payments                           (      3)   (      3)
                                                         -------     -------
   Net cash used in financing activities                (    659)   (     29)
                                                         -------     -------

Net increase (decrease) in cash and cash equivalents    (  1,001)        302
Cash and cash equivalents at beginning of period           3,737         328
                                                         -------     -------
Cash and cash equivalents at end of period               $ 2,736     $   630
                                                         =======     =======

Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest                                             $    13     $    16
                                                         =======     =======
    Taxes                                                $     -     $     2
                                                         =======     =======





     See accompanying notes to condensed consolidated financial statements.

                                       4


<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2004 AND 2003
                                   (UNAUDITED)



1.   Basis of Presentation
     ---------------------

     The accompanying  unaudited condensed  consolidated financial statements of
Kent Financial  Services,  Inc. and subsidiaries (the "Company") as of March 31,
2004 and for the three month  periods  ended March 31, 2004 and 2003 reflect all
material adjustments  consisting of only normal recurring  adjustments which, in
the opinion of management,  are necessary for a fair presentation of results for
the interim periods. Certain information and footnote disclosures required under
accounting  principles  generally  accepted in the United States of America have
been  condensed  or  omitted  pursuant  to  the  rules  and  regulations  of the
Securities  and  Exchange  Commission,  although the Company  believes  that the
disclosures are adequate to make the information presented not misleading. These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-KSB for the year ended  December 31, 2003 as filed with
the Securities and Exchange Commission.

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.  Estimates  that  are  particularly  susceptible  to  change  include
assumptions  used  in  determining  the  fair  value  of  securities  owned  and
non-readily marketable securities.

     Certain  reclassifications  have been made to the  prior  year's  financial
statements to conform to the current year's presentation.

     The results of  operations  for the three  months  ended March 31, 2004 and
2003 are not necessarily indicative of the results to be expected for the entire
year or for any other period.

2.   Business
     --------

     Until July 31,  2003,  the  Company  owned T. R.  Winston &  Company,  Inc.
("Winston,  Inc."),  a  licensed  securities  broker-dealer  and a  wholly-owned
subsidiary.  Effective July 31, 2003,  the Company sold 60% of Winston,  Inc. to
two  executives of Winston,  Inc. (the  "Agreement").  Immediately  prior to the
sale,  Winston,  Inc.  paid  cash to Kent  reducing  Winston,  Inc's.  equity to


                                       5

<PAGE>

$500,000 and subsequently  Winston, Inc. was reorganized to form T. R. Winston &
Company,  LLC  ("Winston").  The Company  then  recorded its 40%  investment  in
Winston at $200,000.  Subsequent to the Agreement, the Company has no management
responsibility  for  Winston  but is  entitled  to a 40%  distributive  share of
Winston's  profits  as  defined  by the  Agreement,  and is  accounting  for its
investment  in  Winston  by the  equity  method.  In the first  quarter of 2004,
$109,000  was recorded as income  related to the  Company's  equity  interest in
Winston.

     The Company also invests through its  wholly-owned  subsidiary  Asset Value
Fund Limited  Partnership  ("AVF").  AVF principally selects investments using a
value-based approach. At March 31, 2004, AVF owned more than 5% of the following
securities:

                                                                  Percentage
Security                     Description of Business              Ownership
--------                     -----------------------              ---------

Cortech, Inc.                Manages its technology portfolio        47%
                             and is seeking an acquisition of
                             an operating business

General Devices, Inc.        Seeks to acquire an operating           37%
                             business

Dewey Electronics Corp       Manufactures electronic and             10%
                             eletromechanical devices for
                             the military

GolfRounds.com, Inc.         Seeks to acquire an operating            5%
                             business

3.   Securities owned and securities sold, not yet purchased
     -------------------------------------------------------

     Securities   owned  consist  of  portfolio   positions   held  for  capital
appreciation,  all of which are  valued at fair  value.  The fair  values of the
portfolio  positions  generally  are based on listed  market  prices.  If listed
market prices are not indicative of fair value or if  liquidating  the Company's
position  would  reasonably be expected to impact market  prices,  fair value is
determined  based on other  relevant  factors.  Among the factors  considered by
management  in  determining  fair  value  of the  portfolio  positions  are  the
financial condition,  asset composition and operating results of the issuer, the
long-term business potential of the issuer and other factors generally pertinent
to the valuation of investments. The fair value of these investments are subject
to a high degree of volatility and may be susceptible to significant fluctuation
in the near term.




                                       6

<PAGE>

     Securities  owned and  securities  sold,  not yet purchased as of March 31,
2004,  consisting of portfolio  positions  (equity  securities) held for capital
appreciation consist of the following (in 000's):


                                                                   Sold
                                                                  Not Yet
                                                  Owned          Purchased
                                                  -----          ---------
Marketable equity securities:
  Portfolio positions of
   greater than 5% of
    outstanding common stock:
      Cortech, Inc. (1,696,220 shares)            $ 5,411          $    -
      Dewey Electronics Corp. (141,800 shares)        543               -
      GolfRounds.com, Inc. (189,600 shares)           171               -
      General Devices, Inc. (866,558 shares)          139               -
  All other portfolio positions                         1             206
                                                  -------          ------
      Fair value                                  $ 6,265          $  206
                                                  =======          ======

     Securities  owned which are not valued at listed market prices at March 31,
2004 amounted to $5,721,000.

4.   Income taxes
     ------------

     The  components  of income  tax  expense  (benefit)  are as  follows  ($000
Omitted):

                                                   Three Months Ended
                                                         March 31,
                                                   -------------------
                                                    2004         2003
                                                   ------       ------

                   Federal - Current                $  -         $  -
                   State - Current                    16        (   1)
                   Deferred                            -            -
                                                    ----        ----

                   Total                            $ 16        ($  1)
                                                    ====         ====












                                       7

<PAGE>

     Total income tax expense for the three months ended March 31, 2004 and 2003
is different  from the amounts  computed by multiplying  total  earnings  (loss)
before income taxes by the statutory Federal income tax rate of 34%. The reasons
for these differences and the related tax effects are:

                                                    Three Months Ended
                                                          March 31,
                                                    ------------------
                                                     2004        2003
                                                    ------      ------

Income tax expense computed at
  statutory rates on total earnings
    (loss) before income taxes                       $  69      ($ 116)
Increase (decrease) in tax from:
  Valuation allowance on net operating
    loss carryforward                               (   69)        116
  State income tax (benefit), net of Federal
    Benefit                                             16      (    1)
                                                     -----       -----

      Total                                          $  16      ($   1)
                                                     =====       =====

5.   Capital Stock Activity
     ----------------------

     Common Stock Repurchases
     ------------------------

     In March 2001,  the Board of Directors  approved a plan to repurchase up to
300,000 shares of the Company's  common stock at prices deemed  favorable in the
open  market  or  in  privately   negotiated   transactions  subject  to  market
conditions,  the Company's  financial position and other  considerations  ("2001
Plan").  As of March  31,  2004,  all  shares  under  the 2001  Plan  have  been
repurchased,  canceled  and  returned to the status of  authorized  but unissued
shares.

     In January 2004, the Board of Directors approved a plan to repurchase up to
500,000 shares of the Company's  common stock at prices deemed  favorable in the
open  market  or  in  privately   negotiated   transactions  subject  to  market
conditions,  the Company's  financial position and other  considerations  ("2004
Plan").  In April  2004,  the Board of  Directors  reduced  the number of shares
available for repurchase under the 2004 Plan to 200,000 shares.  As of March 31,
2004,  153,680  shares under the 2004 Plan have been  repurchased,  canceled and
returned to the status of authorized but unissued shares.

     On April 16, 2004 the Board of Directors approved a two for one stock split
in the form of a 100% stock  dividend.  The record  date was April 30,  2004 and
distribution date was May 3, 2004.  Accordingly,  all share information has been
restated.




                                       8

<PAGE>

6.   Put Option Liability
     --------------------

     In connection with the Agreement  relating to the sale of Winston  $344,000
has been accrued as of March 31,  2004.  The $344,000 is recorded as a deduction
in stockholders'  equity in the  accompanying  financial  statements.  (For more
information on the Agreement, see Note 2.)

7.   Related Party Transactions
     --------------------------

     A management  fee of $19,000 per month is paid to the Company by affiliates
for management  services  performed by the Company on behalf of the  affiliates.
These services include corporate governance, financial management and accounting
services.  Commencing August 1, 2003 the Company reimburses Winston for the cost
of certain services provided by Winston which include  approximately  $3,000 per
month  for  accounting  services  which is  expensed,  and  $7,500  per month in
accordance  with the  Agreement  which is recorded as  additional  investment in
Winston.  Kent receives  approximately  $5,300 per month from Winston for office
space rental.

8.   Investment Company Act of 1940
     ------------------------------

     As a result of the  Company's  sale of 60% of its holdings of Winston,  the
Company  believes that a large portion of its remaining assets may be classified
as "investment securities" as such term is defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). If the Company,  therefore, were deemed to
be an investment company under the 1940 Act, it would be required to register as
an investment  company with the  Securities  and Exchange  Commission  and would
become  subject  to the  regulatory  duties  and  restrictions  of the 1940 Act,
including, but not limited to, restrictions on:

         o  operating methods;
         o  management structure;
         o  capital structure and debt issuance;
         o  issuance of dividends; and
         o  transactions with affiliates

     These  restrictions  would require the Company to significantly  change the
manner in which it conducts its operations  and require it to incur  significant
expenses  for which it has not  provided.  This would  have a  material  adverse
effect on the Company's results of operations.

     Furthermore,  if the Company were deemed to be an  unregistered  investment
company,  it would be  subject to  substantial  restrictions  on its  ability to
conduct its present  business  activities  unless it became  registered with the
Securities  and  Exchange  Commission.  These  restrictions  would  also  have a
material adverse effect on the Company's results of operations.


                                       9

<PAGE>

     The Company intends to engage primarily in a business other than that of an
investment  company and,  unless an exclusion  from the definition of investment
company under the 1940 Act is available to it, the Company intends on taking all
action  necessary to prevent it from being deemed an investment  company  within
the time  permitted by the 1940 Act. This may include  reducing the value of the
"investment  securities"  that the Company  holds as a  percentage  of its total
assets and any other  actions  that the Company  deems to be  appropriate.  This
reduction  could  be  achieved  in a  number  of  ways,  including  through  the
disposition of "investment  securities"  and the  acquisition of  non-investment
security assets.  If the Company is required to sell "investment  securities" it
may be forced to sell them sooner than it otherwise would and these dispositions
may be made  under  unfavorable  market  conditions  resulting  in losses to the
Company.

     Currently,   the  Company  has  retained  a  consultant  to  advise  it  on
acquisition opportunities,  contacted investment banking firms, business brokers
and commercial  banks in an effort to consummate a suitable  acquisition as soon
as  possible,  and in any event,  within the time  permitted by the 1940 Act. In
addition the Company president is devoting a substantial  portion of his time in
evaluating  alternatives.  These  efforts  are  being  supported  by  the  chief
financial officer and the Company's outside directors.  The Company is currently
in the preliminary stages of evaluating potential acquisition opportunities.

9.   Subsequent Event
     ----------------

     On April 16, 2004 the Board of Directors approved a two for one stock split
in the form of a 100% stock  dividend.  The record  date was April 30,  2004 and
distribution  date was May 3, 2004.  The Board of  Directors  also  reduced  the
previously  authorized  buy back of Common  Shares to 200,000 post split shares.
Accordingly,  all share and per share  information have been restated to reflect
this dividend.
















                                       10

<PAGE>

Item 2.  -  Management's  Discussion  and  Analysis of  Financial  Condition and
-------     --------------------------------------------------------------------
            Results of Operations
            ---------------------

Liquidity and Capital Resources
-------------------------------

     Kent Financial Services, Inc. (the "Company") had cash and cash equivalents
(U.S.  Treasury  bills  with an  original  maturity  of ninety  days or less) of
approximately $2.7 million and securities owned of approximately $6.3 million at
March 31,  2004.  Substantially  all  securities  are owned by Asset  Value Fund
Limited Partnership.  Securities carried at fair value of $5,721,000 were valued
based on management's  estimates.  These securities are subject to a high degree
of volatility  and may be  susceptible  to  significant  fluctuation in the near
term. The remainder of the securities owned are valued at quoted market prices.

     Net cash used in  operations  was  $319,000 in the three months ended March
31, 2004  compared to the net cash  provided  by  operations  of $331,000 in the
comparable  period of 2003. Net cash used in operations  during the three months
ended March 31, 2004 was principally from the change in securities and offset by
the net income for the quarter. Net cash provided by operations during the three
months  ended  March 31,  2003 was  principally  from the net loss offset by the
change in securities owned.

     Net cash used in financing  activities of $659,000 and $29,000 in the three
month periods ended March 31, 2004 and 2003,  respectively,  was principally for
the purchase of the Company's common stock, which was subsequently  retired, and
for payments on the mortgage loan  collateralized by the Company's  headquarters
building.

     The Company believes that its liquidity is sufficient for future operations
for at least the next twelve months.

Results of Operations
---------------------

     The Company had net income of  $187,000,  or $.06 basic and diluted  income
per share,  for the three months ended March 31, 2004  compared to a net loss of
$339,000 or $.10 basic and diluted loss per share, for the comparable  period in
2003.  Per share earnings have been adjusted for a 100% stock dividend which was
effected in April 2004.

     Net investing gains were $42,000 for the three months ended March 31, 2004,
compared to net investing losses of $126,000 for the comparable  period in 2003.
These net investing  gains were the result of an increase in the carrying  value
of selected investments in the investment portfolio.

     Total brokerage  income  (consisting of brokerage  commissions and fees and
trading gains) for the three months ended March 31, 2003 was $401,000. Brokerage
expenses  (including all fixed and variable expenses) was $259,000 for the three


                                       11

<PAGE>

months ended March 31, 2003. There was no brokerage income or expenses  recorded
in 2004  due to the  sale  of  Winston  effective  July  2003.  The  Company  is
accounting  for its  investment in Winston by the equity method and  accordingly
has  recorded  equity in its  investment  in  Winston of  $109,000  in the first
quarter of 2004.

     Interest,  dividends  and other  income was  $228,000  for the three months
ended March 31,  2004,  compared to $68,000 for the three months ended March 31,
2003  an  increase  of  $160,000  or  236%.  This  increase  was a  result  of a
performance fee received from a non-affiliated  company, offset by a decrease in
interest  received  due  to  lower  invested  balances  on  the  Company's  cash
equivalents and lower yields on investments.

     General,  administrative  and other expenses were $220,000 and $465,000 for
the  quarters  ended  March  31,  2004 and 2003,  respectively,  a  decrease  of
$245,000. This decrease was principally due to the sale of Winston in July 2003.

Item 3.  -  Controls and Procedures
-------     -----------------------

     As of the end of the period  covered by this  report,  the Company  carried
out,  under  the  supervision  and  with  the  participation  of  the  Company's
management,  including its Chief Executive Officer and Chief Financial  Officer,
an evaluation of the  effectiveness of the design and operation of the Company's
disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the  Securities  Exchange  Act of 1934).  Based upon and as of the date of
that  evaluation,  the  Chief  Executive  Officer  and Chief  Financial  Officer
concluded  that the  design  and  operation  of these  disclosure  controls  and
procedures  are effective.  There were no  significant  changes in the Company's
internal  controls over  financial  reporting (as defined in Rule  13a-15(f) and
15d-15(f)  under the  Securities  Exchange Act of 1934) during the quarter ended
March  31,  2004 that  have  materially  affected  or are  reasonably  likely to
materially  affect the  company's  internal  controls over  financial  reporting
evaluation.















                                       12

<PAGE>

PART II  -  OTHER INFORMATION
-------     -----------------

Item 2.  -  Changes in Securities
-------     ---------------------

            SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES (1)
                       (COMMON STOCK-2001 REPURCHASE PLAN)

                                                    (c) Total
                                                    Number of    (d) Maximum
                                                      Shares       Number of
                                                  Purchased as  Shares that May
                    (a) Total                        Part of         Yet Be
                    Number of         (b)           Publicly    Purchased Under
                     Shares      Average Price   Announced Plans  the Plans or
  Period            Purchased   Paid per Share    or Programs      Programs (2)

January 1, 2004 -
January 31, 2004      162,574         $ 2.25            162,574             -

February 1, 2004 -
February 29, 2004           -              -                  -             -

March 1, 2004 -
March 31, 2004              -              -                  -             -

Total                 162,574         $ 2.25            162,574             -



            SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES (1)
                       (COMMON STOCK-2004 REPURCHASE PLAN)

                                                    (c) Total
                                                    Number of    (d) Maximum
                                                      Shares       Number of
                                                  Purchased as  Shares that May
                    (a) Total                        Part of         Yet Be
                    Number of         (b)           Publicly    Purchased Under
                     Shares      Average Price   Announced Plans  the Plans or
  Period            Purchased   Paid per Share    or Programs      Programs (3)


January 1, 2004 -
January 31, 2004     128,068        $ 2.26          128,068           71,932


February 1, 2004 -
February 29, 2004          -             -                -           71,932


March 1, 2004 -
March 31, 2004           464        $ 2.31              464           71,468


Total                128,532        $ 2.26          128,532           71,468




                                       13

<PAGE>

(1)  All  share  information  adjusted  for a  100%  stock  dividend  which  was
     effective April 30, 2004.
(2)  In March 2001,  the Board of Directors  approved a plan to repurchase up to
     300,000 shares of the Company's Common Stock.
(3)  In January 2004, the Board of Directors approved a plan to repurchase up to
     500,000 shares of the Company's  common stock.  In April 2004 the number of
     shares was reduced to 200,000. This plan has no expiration date.

Item 6.  -  Exhibits and Reports on Form 8-K
-------     ---------------------------------

(a)         Exhibits
            --------

            31.1      Certification  pursuant  to  Section  302 of the Sarbanes-
                      Oxley Act of 2002

            31.2      Certification  pursuant  to  Section  302 of the Sarbanes-
                      Oxley Act of 2002

            32        Certification  pursuant  to  Section  906 of the Sarbanes-
                      Oxley Act of 2002

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

            On  January 8, 2004 the  Company filed a Form 8-K reporting  that it
            had  issued  a   press  release  announcing  that  the  Company  had
            repurchased a block of 142,875 (285,750 post split) shares of Common
            Stock.

            On April 20, 2004 the Company filed a Form 8-K reporting that it had
            issued a press release announcing that the Company was splitting its
            stock two for one and had reduced the previously authorized buy back
            of Common Shares to 200,000 post split shares.

            On May 12, 2004 the Company filed a Form 8-K  reporting  that it had
            issued a press  release  announcing results for the first quarter of
            2004.














                                       14

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                      KENT FINANCIAL SERVICES, INC.




Dated: May 14, 2004                   By: /s/ Sue Ann Merrill
                                          -------------------------------
                                          Sue Ann Merrill
                                          Chief Financial Officer and
                                          Secretary






























                                       15

<PAGE>

                                                                   EXHIBIT 31.1
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Paul O. Koether, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-QSB of Kent  Financial
     Services, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

May 14, 2004                                     /s/ PAUL O. KOETHER
                                                 -------------------------------
                                                 Paul O. Koether
                                                 Chairman and President

<PAGE>

                                                                   EXHIBIT 31.2
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Sue Ann Merrill, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-QSB of Kent  Financial
     Services, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

May 14, 2004                                     /s/ SUE ANN MERRILL
                                                 -------------------------------
                                                 Sue Ann Merrill
                                                 Chief Financial Officer
                                                 and Secretary

<PAGE>

                                                                     Exhibit 32

     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Public  Company  Accounting  Reform and  Investor
Protection  Act of 2002 (18 U.S.C.  1350,  as  adopted),  Paul O.  Koether,  the
Chairman and President of Kent Financial  Services,  Inc., (the "Company"),  and
Sue Ann Merrill,  the Chief Financial  Officer and Secretary of the Company each
hereby certifies that, to the best of their knowledge:

     1.   The  Company's  Quarterly  Report on Form 10-QSB for the period  ended
          March 31, 2004, to which this  Certification is attached as Exhibit 32
          (the  "Periodic  Report"),  fully  complies with the  requirements  of
          Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
          as amended;

          and

     2.   The information  contained in the Periodic Report fairly presents,  in
          all  material  respects,   the  financial  condition  and  results  of
          operations of the Company.


Dated:   May 14, 2004


/s/ Paul O. Koether
-------------------------------------
Paul O. Koether
Chairman and President



/s/ Sue Ann Merrill
----------------------------------
Sue Ann Merrill
Chief Financial Officer and Secretary