<PAGE>

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

                         FORM 10-K

[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (C) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended March 31, 2001

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

    	      	Commission File Number 0-24282

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

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


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


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

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

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

The aggregate market value of voting stock held by non-affiliates
of  the  Registrant was $3,577,074 (based on 1,237,742 shares  of
common  stock at $2.89 per share, the closing price on  June  14,
2001).

The  number of shares outstanding of issuer's common stock as  of
June 14, 2001 was 1,573,790 shares.

					-1-
<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. Since the Company is no longer an investment
company, earnings are now fully taxable.

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

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 real estate investment  trust  (REIT).   On
March 30, 2001, the Company sold all of its existing inventory to
United  at the Company's carrying value.  The Company exited  the
manufactured   home  sales  business  since  it  proved   to   be
unprofitable.

      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.
Based on current market conditions, management believes that  the
prices  of those REIT shares are at a discount from the value  of
the  underlying  properties.  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.

					-2-

<PAGE>

      The  Company  is  considering operating as  a  hybrid  REIT
investing  in  (a)  real  estate  equities;  (b)  mortgages;  (c)
mortgage  backed securities; and (d) other REIT securities.   The
Company  intends  to change its fiscal year and  may  take  other
steps to qualify as a REIT and not be classified as an investment
company.   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.

Environmental, Regulatory and Energy Problems

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

      In  conjunction with the sale of the Bethlehem building,  a
Phase  I environmental assessment was performed.  This assessment
consisted of searches of Federal and State databases to determine
potential  sources of contamination, investigation  of  the  site
history,  and  visual inspection.  The assessment concluded  that
there  was  no  evidence  to  suggest  that  the  site  has  ever
experienced  a  significant  spill  or  environmental   incident.
Management  is  not aware of any material environmental  problems
affecting the Company.

Number of Employees

      At March 31, 2001, the Company had six full-time employees.
A Board of Directors consisting of seven directors is responsible
for the general policies of the Company.

ITEM 2.   PROPERTIES

       The  Company  had  one  property,  located  in  Bethlehem,
Pennsylvania.  This property was sold in fiscal 2000.

ITEM 3.   LEGAL PROCEEDINGS

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None.

                      		-3-
<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:

              2001-2000        	2000-1999          1999-1998
             Market Price          Market Price      Market Price
              Low     High         Low     High      Low     High


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


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

      As  of March 31, 2001, there were approximately 407 holders
of  the  Company's  common stock based on the  number  of  record
owners.

      For  the  years ended March 31, 2001, 2000 and 1999,  total
dividends  paid by the Company amounted to $76,123  or  $.05  per
share,  $75,710 or $.05 per share and $74,666 or $.05 per  share,
respectively.

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

					-4-


<PAGE>
<TABLE>
<CAPTION>

ITEM 6	SELECTED FINANCIAL DATA
               			FOR THE YEARS ENDED MARCH 31,


                      2001        2000        1999       1998      1997

<S>                <C>         <C>        <C>        <C>        <C>

Income Statement Data:

Total Income       $5,831,320  $5,453,916 $5,965,265 $4,288,031 $2,788,741

Total Expenses      5,906,020   5,685,135  6,178,666  4,242,531  2,769,531

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

Income Taxes              -0-         -0-        -0-     34,239      6,700

Net Income (Loss)    (74,700)      14,200  (213,401)     11,261     12,510

Net Income (Loss)
  Per Share            (0.05)        0.01     (0.14)      0.01       0.01

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

Balance Sheet Data:

Total Assets      $15,494,536  $9,068,788 $7,760,765 $6,855,686 $5,994,684

Shareholders'
  Equity            6,463,842   5,273,879  5,348,223 5,518,321  5,342,174

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

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


Average Number of
  Shares
  Outstanding       1,534,759   1,516,528  1,496,727 1,458,811  1,217,129



					-5-

</TABLE>





<PAGE>


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

Liquidity and Capital Resources

      Net  cash  provided by operating activities for  the  years
ended  March 31, 2001 and 2000 amounted to $178,452 and $553,657,
respectively as compared to net cash used by operating activities
of  $870,704 for the year ended March 31, 1999.  The decrease  in
fiscal 2001 in net cash provided by operating activities was  due
primarily  to  the  decrease  in  accounts  payable  and  accrued
expenses.   The increase in fiscal 2000 in net cash  provided  by
operating activities was due primarily to a decrease in inventory
and an increase in accounts payable for the year.

      Securities  available  for  sale  increased  by  $9,203,391
primarily  as a result of new purchases.  These funds  were  made
available  by  the  sale  of inventory, building,  equipment  and
rental homes.  As an interim measure, the Company is investing in
securities   of  REITs.   Based  on  current  market  conditions,
management believes that the prices of those REIT shares are at a
discount  from  the  value  of  the underlying  properties.   The
Company has also invested in mortgage backed securities issued by
the Federal National Mortgage Association.

      Inventory decreased by $2,750,941. On March 30,  2001,  the
Company  exited  the  manufactured  home  sales  business.    The
remaining inventory of $2,261,624 was sold to United at  carrying
value.

      Buildings, improvements and equipment decreased by $346,923
during  fiscal  2001.   This was due primarily  to  the  sale  of
equipment and  rental homes to United at carrying value.

      Loans receivable increased by $543,904 during fiscal  2001.
This increase was the result of new loans of $1,291,195 offset by
principal repayments and other decreases of $793,403.

      Loans  payable increased by $7,484,872 during fiscal  2001.
This  represents  the  margin loans on securities  available  for
sale.  The Company purchased these securities on margin since the
interest and dividend yields exceed the cost of funds.

     Inventory  financing decreased by $1,875,811  during  fiscal
2001  as  a direct result of the Company exiting the manufactured
home sales business.  This loan was assumed by  United.

					-6-

<PAGE>


Results of Operations

Fiscal 2001 vs. 2000

     Income is comprised primarily of sales of manufactured homes
by  The Mobile Home Store, Inc. (MHS), the Company's wholly owned
subsidiary,  interest  income  and  rental  income.    Sales   of
manufactured homes remained relatively stable during fiscal 2001.

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

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

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

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

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

      Professional fees remained relatively stable during  fiscal
2001.

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

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

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

					-7-

<PAGE>

Results of Operations

Fiscal 2000 vs. 1999

        Sales of manufactured homes decreased from $5,396,530  in
fiscal 1999 to $4,759,648 in fiscal 2000.  This was primarily due
to the closing of certain unprofitable sales locations.

      Interest  and  dividend income increased by $57,412  during
fiscal   2000  primarily  due  to  the  purchases  of  securities
available for sale.

       Rental   income,  primarily  related  to  the   Bethlehem,
Pennsylvania net-leased industrial building, increased by $29,613
during  fiscal 2000.  This was primarily a result of an  increase
in reimbursable expenses.

      Other  income  increased from $82,503  in  fiscal  1999  to
$121,012  in  fiscal  2000  due  primarily  to  increased  income
received  for  retail loan volume.  Other income in  fiscal  2000
also included a gain on sale of securities available for sale  of
$16,841.

     Cost of manufactured home sales decreased from $4,442,148 in
fiscal  1999  to  $3,974,912  in fiscal  2000.   Selling  expense
decreased  from   $490,771 in fiscal 1999 to $474,134  in  fiscal
2000.   These changes are directly attributable to the change  in
sales of manufactured homes.

       Salaries  and  employee  benefits  and  professional  fees
remained relatively stable during fiscal 2000.

      Interest expense increased from $130,706 in fiscal 1999  to
$152,509  in fiscal 2000.  This increase was due to the  purchase
of securities for sale on margin.

      Other  expenses  remained relatively stable  during  fiscal
2000.

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


					-8-

<PAGE>


Safe Harbor Statement

     This Form 10-K contains various "forward-looking statements"
within  the  meaning  of  the Securities  Act  of  1933  and  the
Securities  Exchange  Act of 1934, and the Company  intends  that
such  forward-looking statements be subject to the  safe  harbors
created  thereby.  The words "may", "will", "expect",  "believe",
"anticipate",  "should",  "estimate",  and  similar   expressions
identify  forward-looking  statements.   These  forward   looking
statements  reflect the Company's current views with  respect  to
future events and finance performance, but are based upon current
assumptions  regarding the Company's operations,  future  results
and  prospects, and are subject to many uncertainties and factors
relating  to  the  Company's operations and business  environment
which  may  cause  the  actual  results  of  the  Company  to  be
materially different from any future results expressed or implied
by such forward-looking statements.

     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

          See Item 1.  Business

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.
					-9-

<PAGE>


					PART III

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

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

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

Ernest V.           Treasurer and Director        1961
Bencivenga          of MREIC;                     Owns 6,533 shs
(83)                Secretary/Treasurer and       .41 % (1)
                    Director of United.

Anna T. Chew        Certified Public              1994
(43)                Accountant; Vice              Owns 8,654 shs
Vice President      President, Chief              .55 % (2)
and Director        Financial Officer and
                    Director of United;
                    Controller and Director
                    of MREIC.

Charles P.          Self-employed investor;       1970
Kaempffer           Director of MREIC,            Owns 15,331 shs
(64)                United and Community          .97 % (3)
Director            Bank of New Jersey.


Eugene W. Landy     Attorney;  President of       1961
(67)                MREIC; Chairman of the        Owns 227,384
President           Board of United.              shs
and Director                                      14.45 % (4)

Samuel A. Landy     Attorney;  President and      1994
(40)                Director of United;           Owns 60,560 shs
Director            Director of MREIC.            3.85 % (5)

Eugene Rothenberg   Obstetrician and              2001
(68)                Gynecologist;                 Owns 600 shs
Director            Investor                      .04 %


                          -10-

<PAGE>
                                                  Director since/
                    Principal Occupation          Shares Owned
Name, Age and Title   Past Five Years             % of Total

Robert G. Sampson   Self-employed investor;       1963
(75)                Director of MREIC and United; Owns 16,986 shs
Director            General Partner for Sampco,   1.08  %
                    Ltd.


(1)  Includes 5,162 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) 7,321 shares held by Mr. Landy's  wife;   (b)
32,836 shares held in the Landy & Landy Employees' Pension  Plan,
of  which Mr. Landy is a Trustee with power to vote;  (c)  69,053
shares held in the Landy & Landy Employees' Profit Sharing  Plan,
of  which Mr. Landy is Trustee with power to vote; and (d) 14,545
shares  held  by Landy Investments, Ltd. of which Mr.  Landy  has
power to vote.

(5)   Includes  (a) 12,297 shares held by Mr. Landy's  wife;  (b)
13,411  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) 24,132 shares
in the Samuel Landy Family Limited Partnership.


					-11-
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

      The following Summary Compensation Table shows compensation
paid  by  the Company to its chief executive officer for services
rendered  during the fiscal years ended March 31, 2001, 2000  and
1999.  Because no executive officers received total annual salary
and  bonus exceeding $100,000, only the compensation paid to  the
chief  executive officer is to be disclosed under the  Securities
and Exchange Commission disclosure requirements.

      Name and Principal              	 Annual Compensation
         Position          	 Year     Salary   Bonus     Other (1)

                           	 2001    $50,000    None      $3,200
   Eugene W. Landy          	 2000    $50,000    None      $3,200
   Chief Executive Officer 	 1999    $37,500    None     $15,700


(1)  Represents base compensation and directors' fees.

Report of the Compensation Committee

Overview and Philosophy

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

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

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

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

					-12-

<PAGE>

Evaluation

     The Committee reviewed the progress made by Eugene W. Landy,
Chief  Executive  Officer, in locating alternative  business  and

investment  opportunities. The Committee decided to continue  Mr.
Landy's annual compensation of  $50,000.

Other Information

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

Comparative Performance

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

                 Monmouth Capital       NASDAQ        NASDAQ
     Year          Corporation	    Total	     Financial


     1996             100                100            100
     1997              95                111            129
     1998              78                168            200
     1999              80                228            180
     2000              76                423            171
     2001              90                169            172



					-13-

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     As of March 31, 2001, no person owned of record or was known
by  the  Company to beneficially own more than 5% of the  shares,
except as follows:

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



     Eugene W. Landy
     20 Tuxedo Road
     Rumson, NJ 07760                227,384                 14.45 %

     Group consisting of
     Walter Carucci, Carucci
     Family Partners, and
     Carr Securities Corp.
     1 Penn Plaza
     New York, NY 10114	             129,010                  8.20 %

     Group consisting of
     Paul H. O'Leary, Raffles
     Associates, L.P. and
     Channel Partnership II
     1 Penn Plaza, Suite 4720
     New York, NY 10119              86,788                    5.51 %

     James E. Mitchell &
     Mitchell Partners
     611 Anton Blvd.
     Costa Mesa, CA 92626            78,681                   5.00 %

      The  Company believes that during fiscal 2001, all  persons
required  to report ownership and changes in ownership of  common
stock pursuant to Section 16(a) of the Securities Exchange Act of
1934 have complied.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

					-14-

<PAGE>

                           	  PART IV

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

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

(i)    Auditors' Report                                      16

(ii)   Consolidated Balance Sheets as of March 31,          17-18
       2001 and 2000

(iii)  Consolidated Statements of Income  for  the
       years ended March 31, 2001, 2000 and 1999             19

(iv)   Consolidated  Statements  of  Shareholders'
       Equity for the years ended March 31,  2001,           20
       2000 and 1999

(v)    Consolidated Statements of Cash  Flows  for
       the  years ended March 31, 2001,  2000  and           21
       1999

(vi)   Notes to Consolidated Financial Statements           22-32

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

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

Exhibit No.                       Description

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

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

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

         	None

                        -15-
<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 March 31, 2001  and  2000,
and  the related consolidated statements of income, shareholders'
equity  and cash flows for each of the three years in the  period
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  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

      In  our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,  the
financial  position of Monmouth Capital Corporation at March  31,
2001  and  2000, and the consolidated results of their operations
and  their  cash flows for each of the three years in the  period
ended  March  31,  2001  in  conformity with  generally  accepted
accounting principles.



                         /s/ Cowan, Gunteski & Co.




June 26, 2001
Toms River, New Jersey

					-16-

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


                                                      2001            2000
              ASSETS
<S>                                             <C>           <C>
Current Assets:
   Cash and Cash Equivalents                    $    92,450   $     207,943
   Accounts Receivable                               47,705         130,598
   Securities Available for Sale, at Fair Value:
      Federal National Mortgage Association       5,967,189             -0-
      Government National Mortgage Association      250,125         271,410
      Other Securities Available for Sale 	  6,059,984       2,802,497
   Inventory                                            -0-       2,750,941
   Prepaid Expenses and Other Current Assets         17,310          42,607
   Current Portion of Loans Receivable              144,214         104,246
                                                 __________      __________
      Total Current Assets                       12,578,977       6,310,242
                                                 __________      __________
Long-Term Assets:
   Real Estate Investments:
   Land                                              11,065          11,065
   Building, Improvements and
     Equipment, net of accumulated
     depreciation of -0- and $99,268,
     respectively                                        -0-         346,923
                                                  __________      __________
     Total Real Estate Investments                    11,065         357,988

   Loans Receivable                                2,904,494       2,400,558
                                                  __________      __________
     Total Long-Term Assets                        2,915,559       2,758,546
                                                  __________      __________
      TOTAL ASSETS                             $  15,494,536   $   9,068,788
                                                  ==========      ==========


</TABLE>

        See Accompanying Independent Auditors' Report and
         	Notes to Consolidated Financial Statements
					-17-

<PAGE>
<TABLE>
<CAPTION>

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

                                             2001         2000
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                     <C>           <C>
Current Liabilities:
   Accounts Payable and Accrued
     Expenses                           $   129,615   $   460,012
   Loans Payable                          8,873,565     1,388,693
   Inventory Financing                          -0-     1,875,811
                                         __________    __________
      Total Current Liabilities           9,003,180     3,724,516

Other Liabilities                            27,514        70,393
                                         __________    __________
      Total Liabilities                   9,030,694     3,794,909
                                         __________    __________
Shareholders' Equity:
   Common Stock (par value $1.00 per
     share; authorized 10,000,000 shares;
     issued and outstanding   1,573,790 and
     1,522,280 shares, respectively in
     2001 and 2000                        1,573,790     1,522,280
   Additional Paid-In Capital             3,409,497     3,319,346
   Accumulated Other Comprehensive
      Income (Loss)                       1,166,296      (32,829)
   Retained Earnings                        314,259       465,082
                                         __________    __________
      Total Shareholders' Equity          6,463,842     5,273,879
                                         __________    __________
      TOTAL LIABILITIES AND
         SHAREHOLDERS' EQUITY          $ 15,494,536  $  9,068,788
                                         ==========    ==========


</TABLE>

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

					-18-

<PAGE>
<TABLE>
<CAPTION>

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

                                         2001          2000            1999
<S>                                  <C>           <C>             <C>
Income:
   Sales of Manufactured Homes       $4,790,693    $4,759,648      $5,396,530
   Interest and Dividend Income         875,778       388,709         331,298
   Rental Income                         10,610       184,547         154,934
   Other Income                         154,239       121,012          82,503
                                       __________   _________      __________
      Total Income                    5,831,320     5,453,916       5,965,265
                                       __________   _________      __________
Expenses:
   Cost of Sales of
      Manufactured Homes              4,192,175     3,974,912       4,442,148
   Selling Expense                      425,620       474,134         490,771
   Salaries and Employee Benefits       254,518       315,290         318,291
   Professional Fees                    129,590       126,299         146,845
   Interest Expense                     364,690       152,509         130,706
   Other Expenses                       539,427       641,991         649,905
                                      __________    _________      __________
      Total Expenses                  5,906,020     5,685,135       6,178,666
                                      __________    _________      __________

Loss Before Gain on Sale of Real
  Estate Investment                    (74,700)     (231,219)       (213,401)
Gain on Sale of Real Estate Investment      -0-       245,419             -0-

                                      __________    _________      __________

NET INCOME (LOSS)                    $  (74,700)   $  14,200      $  (213,401)
                                      ==========    =========       ==========
NET INCOME (LOSS) PER
  SHARE-BASIC AND DILUTED            $    (0.05)   $     0.01   $       (0.14)
                                      ==========    =========      ==========
WEIGHTED AVERAGE
   SHARES OUTSTANDING                  1,534,759   1,516,528        1,496,727
                                      ==========   =========       ==========


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

					-19-
</TABLE>

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

                                                           Additional
                                  Common  Stock              Paid-In
                               Number         Amount         Capital
<S>                          <C>            <C>             <C>
Balance March 31, 1998       1,477,839      $ 1,477,839     $ 3,225,605

Common Stock Issued with
  the DRIP*                     36,052           36,052          79,052
Net Loss                           -0-              -0-             -0-
Distributions                      -0-              -0-             -0-
   Unrealized Net Holding
   Gains on Securities
   Available for Sale              -0-              -0-             -0-
                             __________      __________       __________
Balance March 31, 1999        1,513,891       1,513,891        3,304,657

Common Stock Issued with
   the DRIP*                     8,389            8,389           14,689
Net Income                         -0-              -0-              -0-
Distributions                      -0-              -0-              -0-

 Unrealized Net Holding
  Losses on Securities
  Available for Sale               -0-              -0-              -0-
                              __________      __________       __________
Balance March 31, 2000        1,522,280        1,522,280       3,319,346

Common Stock Issued
  with the DRIP*                 51,510           51,510          90,151
Net Loss                            -0-              -0-             -0-
Distributions                       -0-              -0-             -0-

Unrealized Net Holding
  Losses on Securities
  Available for Sale		      -0-              -0-             -0-

                             __________       __________       __________
Balance March 31, 2001        1,573,790      $ 1,573,790      $ 3,409,497
                             ==========       ==========       ==========
*Dividend Reinvestment and Stock Purchase Plan

</TABLE>
<TABLE>
<CAPTION>
                              Accumulated
                              Other Com-
                              prehensive         Retained        Comprehensive
                                Income           Earnings           Income
<S>                          <C>             <C>               <C>
Balance March 31, 1998           $ 218        $  814,659

Common Stock Issued with
  the DRIP*                        -0-               -0-
Net Loss                           -0-          (213,401)        $ (213,401)
Distributions                      -0-           (74,666)
Unrealized Net Holding
 Gains on Securities
 Available for Sale              2,865                -0-              2,865
                              __________       __________         __________
Balance March 31, 1999           3,083            526,592        $ (210,536)
                                                                  ==========
Common Stock Issued with
 the DRIP*                         -0-                -0-
Net Income                         -0-             14,200        $    14,200
Distributions                      -0-           (75,710)

Unrealized Net Holding
 Losses on Securities
 Available for Sale             (35,912)             -0-            (35,912)
                              __________      __________          __________
Balance March 31, 2000          (32,829)         465,082         $  (21,712)
                                                                  ==========
Common Stock Issued
 with the DRIP*                      -0-             -0-
Net Loss                             -0-        (74,700)         $  (74,700)

Distributions                        -0-        (76,123)

Unrealized Net Holding
 Losses on Securities
 Available for Sale 	      1,199,125              -0-           1,199,125

                             __________       __________          __________
  Balance March 31, 2001   $  1,166,296      $   314,259         $ 1,124,425
                             ==========       ==========          ==========
*Dividend Reinvestment and Stock Purchase Plan

        		See Accompanying Independent Auditors' Report and
           			Notes to Consolidated Financial Statements
</TABLE>
					-20-

<PAGE>
<TABLE>
<CAPTION>

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

                                         2001          2000           1999
<S>                                <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)               $    (74,700)  $    14,200  $   (213,401)
   Adjustments to reconcile net
    income to net cash used
    by operating activities:
   Depreciation and Amortization         60,519        79,908        45,803
   Gain on Sale of Securities          (31,598)      (16,841)           -0-
    Available for Sale
   Gain on Sale of Real Estate              -0-     (245,419)           -0-
    Investments
   Changes In Operating Assets
    and Liabilities:
     Accounts Receivable                 82,893        15,472      (55,730)
     Inventory                          489,317       391,761     (585,851)
     Prepaid Expenses and                25,297         3,370        35,737
      Other Current Assets
     Accounts Payable and
     Accrued Expenses                 (330,397)       320,056     (101,653)
     Other Liabilities                 (42,879)       (8,850)         4,391
                                     __________    __________    __________
Net Cash Provided (Used) by
 Operating Activities                   178,452       553,657     (870,704)
                                     __________    __________    __________
CASH FLOWS FROM INVESTING ACTIVITIES
   Loans Made                       (1,291,195)     (609,962)   (1,390,025)
   Collections and Other
    Decreases in Loans
    Receivable                          747,291       793,403       558,201
   Purchase of Securities           (8,198,342)   (2,852,770)           -0-
    Available for Sale
   Proceeds from Sales and Other
    Decreases in Securities
    Available for Sale                  225,674       116,581        58,995
   Additions to Real Estate           (103,430)     (171,437)      (13,765)
    Investments
   Proceeds from Sale of Real           389,834     1,257,343           -0-
    Estate Investments
   Disposition of Inventory           2,261,624           -0-           -0-
                                     __________    __________    __________
Net Cash  Used by Investing
  Activities                        (5,968,544)   (1,466,842)     (786,594)
                                     __________    __________    __________

CASH FLOWS FROM FINANCING ACTIVITIES
   Net Increase in Loans Payable
    and Inventory Financing           5,609,061     1,071,161     1,172,439
   Dividends Paid                      (54,973)      (54,142)      (53,575)
   Proceeds from the Issuance of
    Class A Common Stock                120,511         1,510        94,013
                                     __________    __________    __________
Net  Cash  Provided  by  Financing
  Activities                          5,674,599     1,018,529     1,212,877
                                     __________    __________    __________
Net  Increase (Decrease)  in  Cash
  and Cash Equivalents                (115,493)       105,344     (444,421)
Cash  and  Cash  Equivalents   at
  Beginning of Year                     207,943       102,599       547,020
                                     __________    __________    __________
Cash and Cash Equivalents at End
  of Year                           $    92,450   $   207,943   $   102,599
                                     ==========    ==========    ==========

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

					-21-
</TABLE>

<PAGE>
                  		MONMOUTH CAPITAL CORPORATION
           		    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       		       MARCH 31, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the Business

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

     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 real estate investment  trust  (REIT).   On
March 30, 2001, the Company sold all of its existing inventory to
United  at the Company's carrying value.  The Company exited  the
manufactured   home  sales  business  since  it  proved   to   be
unprofitable.

      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.
Based on current market conditions, management believes that  the
prices  of those REIT shares are at a discount from the value  of
the  underlying  properties.  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.

Revenue Recognition

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

					-22-
<PAGE>

Use of Estimates

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

Building, Improvements and Equipment

     Building, Improvements and Equipment are stated at the lower
of  depreciated  cost or net realizable value.   Depreciation  is
computed  based  on the straight-line method over  the  estimated
useful  life  of the assets (5 to 27.5 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.

Securities Available for Sale

      The  Company's  securities are classified as Available-for-
Sale, and are carried at fair value. Gains or losses on the  sale
of  securities  are based on identifiable cost and are  accounted
for  on  a trade date basis.  Unrealized holding gains and losses
are  excluded from earnings and reported as a separate  component
of  Shareholders' Equity until realized.  A decline in the market
value of any security below cost that is deemed to be other  than
temporary results in a reduction in the carrying amount  to  fair
value.   Any  impairment is charged to earnings and  a  new  cost
basis for the security is established.

Inventories

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

Income Taxes

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

					-23-
<PAGE>

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  (1,534,759,   1,516,528   and
1,496,727,   in 2001, 2000 and 1999, respectively).  Diluted  net
income  per  share is calculated by dividing net  income  by  the
weighted-average  number of common shares  outstanding  plus  the
weighted-average number of net shares that would be  issued  upon
exercise  of stock options pursuant to the treasury stock  method
(See  Note 6).  There were no dilutive stock options as of  March
31, 2001, 2000 and 1999.

Stock Option Plan

      The Company's stock option plan is accounted for under  the
intrinsic   value  based  method  as  prescribed  by   Accounting
Principles  Board  (APB) Opinion No. 25,  "Accounting  for  Stock
Issued  to  Employees".  As such, compensation expense  would  be
recorded on the date of grant only if the current market price on
the  underlying  stock exceeds the exercise price.   Included  in
these  Notes  to Consolidated Financial Statements  are  the  pro
forma disclosures required by SFAS No. 123, "Accounting for Stock-
Based Compensation," which assumes the fair value based method of
accounting has been adopted.

Other Comprehensive Income

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

Reclassification

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


NOTE 2 - INVESTMENT IN SUBSIDIARY

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

					-24-

<PAGE>

NOTE 3 - LOANS RECEIVABLE

      The following is a summary of the loans held by the Company
at March 31, 2001 and 2000:

                                                		 Balance
                        	  Rate     	Date   	  3/31/01     3/31/00

Financed Manufactured Homes   10%-15%    various       $3,021,188  $2,476,510

Other                         various    various           27,520      28,294
                                                       __________  __________
 Total Loans Receivable                                 3,048,708   2,504,804

Current Portion                                           144,214     104,246
                                                       __________  __________
Long-Term Portion                                      $2,904,494  $2,400,558
                                                       ==========  ==========


     During  1994, MHS began selling manufactured home units  and
financing  these  sales.  At March 31, 2001  and  2000,  financed
manufactured  homes  consist of 138 and 116 loans,  respectively.
These  loans  range  from  approximately  $400  to  approximately
$56,000.   Loans receivable for financed manufactured  homes  are
secured  by  the property financed. Generally, the terms  of  the
loans  do  not  exceed 20 years.  No allowance for  uncollectable
accounts  has been recorded.  Management believes that  the  fair
market  value  of  a  unit under repossession  exceeds  the  loan
balance due.


					-25-
<PAGE>
<TABLE>
<CAPTION>

NOTE 4 - SECURITIES AVAILABLE FOR SALE

     The following is a summary of investments in debt and equity
securities at March 31, 2001 and 2000 :

                                  2001                       2000
                       ____________________________   __________________
                                               Fair                 Fair
     Description        Shares       Cost      Value      Cost      Value
<S>                   <C>        <C>       <C>       <C>       <C>
Equity Securities-
  Preferred Stock:
Associated Estates
 Realty Corp
 9.75% Class A          19,500    $ 310,459 $ 413,400 $ 254,204 $ 293,298
Camden Property
 Trust $2.25 Series A    1,000       22,000    25,850    22,000    22,188
Crescent Real Estate
 Equities Co
 6.75%                   2,000       27,266    34,200    27,266    28,250
Crown American Realty
 Trust 11%              20,200      731,032   896,791   306,430   304,425
Equity Inns Inc 9.5%
 Series A               12,400      201,783   250,852   183,921   182,213
Equity Office
 Properties Trust
 8.98%  Series A         1,000       21,995    25,230    21,995    22,563
Felcor Lodging Trust
 Inc 1.95%               4,000       66,520    78,800    66,520    63,252
Felcor Lodging Trust
 Inc. 9% Series B       16,000      281,072   358,400   147,794   148,500
First Industrial
 Realty Trust 9.5%
 Series A                2,000       44,925    50,040    44,925    45,500
First Industrial
 Realty Trust 8.75%
 Series B                  -0-          -0-       -0-    20,245    20,000
G&L Realty Corp
 10.25% Series A         1,000       15,683    17,000    15,683    15,063
Glenborough Realty
 Trust 7.75%
  Series A               6,000       87,823   116,100    87,823    90,000
Glimcher Realty Trust
 9.25% Series B          4,000       62,418    78,800    28,803    29,500
Healthcare Property
 Investors
 7.875% Series A         8,000      133,417   176,000    15,558    14,313

Healthcare Property
 Investors 8.7%
 Series B                3,000       50,860    70,800    31,240    33,000
Highwoods Properties
 Inc 8% Series D         1,000       17,170    21,980    17,170    17,750
Hospitality
 Properties Trust
 9.5% Series A           6,400      127,413   157,504    61,578    63,402
Innkeepers USA Trust
 8.625% Series A         8,000      145,273   156,400       -0-       -0-
Istar Financial Inc.
 9 3/8 Series B         17,000      267,504   369,750   267,504   263,500
Istar Financial Inc.
 9.2% Series C           1,000       15,245    21,750    15,245    15,250
Istar Financial Inc.
 8% Series D             2,000       32,115    37,800       -0-       -0-
JDN Realty Corp 9-
 3/8% Series A          13,600      244,989   290,632    35,665    34,376
Kramont Realty Trust
 9.5% Series D          22,700      382,548   463,080   177,930   176,000
Mid America Apartment
 Communities Inc.
 9.5% Series A           1,200       24,525    27,180       -0-       -0-
Mid America Apartment
 Communities
 Inc 8.825% Series B    12,500      219,501   267,500   115,341   120,750
New Plan Excel Realty
 Trust 8.5% Series A     1,000       20,558    24,250    20,558    19,250
New Plan Excel Realty
 Trust 8.625%
 Series B                2,000       38,990    46,400       -0-       -0-
Prime Group Realty
 Trust 9% Series B       3,000       48,040    55,500    48,040    46,689
Prime Retail Inc.
 Series B                1,000        5,185     4,240       -0-       -0-


					-26-

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                               2001                          2000
                    ____________________________      __________________
  Description      Shares      Cost      Fair Value      Cost     Fair Value

<S>               <C>         <C>         <C>         <C>        <C>
Sovran Self
 Storage Inc
 9.85% Series B    1,000       19,245       24,800      19,245      20,125
Thornburg
 Mortgage Asset
 Corp 9.68%        1,700       33,423       40,460      19,514      19,375
 Series A
United Dominion
 Realty Trust
 9.25% Series A    4,000       75,497       98,400      75,497      78,000
United Dominion
 Realty Trust
 8.6% Series B     2,000       35,646       49,640      16,620      18,125
Vornado Realty
 Trust 8.5%
 Series C          1,000       19,683       24,500      19,683      19,625
                           __________   __________  __________  __________
Total Equity
 Securities-
 Preferred Stock            3,829,803    4,774,029   2,183,997   2,224,282
                           __________   __________  __________  __________

Equity
Securities-
 Common Stock:
Annaly Mortgage
 Management Inc.   7,500       66,115       84,450         -0-         -0-
HRPT Properties
 Trust             4,000       28,150       33,120         -0-         -0-
LaSalle Hotel
 Properties        1,000       12,308       16,190      12,308      12,500
New Plan Excel
 Realty Trust
 Inc               5,000       70,188       80,000      70,188      68,750
Pennsylvania
 Real Estate
 Investment
 Trust             5,000       82,300      105,000      82,300      81,250
Sizeler
 Properties       92,600      706,057      816,732     406,637     345,525
 Investors Inc
Tork Time
 Control Inc       1,500       10,125       14,063      10,125      19,875
United Dominion
 Realty Trust        -0-          -0-          -0-      49,875      50,315
United Mobile
 Homes, Inc.(a
 related entity)  11,000       84,826      136,400         -0-         -0-
                            __________   __________  __________  __________
Total Equity
 Securities-
 Common Stock               1,060,069    1,285,955     631,433     578,215
                           __________   __________  __________  __________
Total Equity
 Securities                 4,889,872    6,059,984   2,815,430   2,802,497
                           __________   __________  __________  __________

Debt Securities:
Federal National
 Mortgage
 Association
 6.09% 7/1/39               4,968,079    4,968,079         -0-         -0-
Federal National
 Mortgage
 Association
 6.86% 11/1/30                999,110      999,110         -0-         -0-
Government
 National
 Mortgage
 Association
 6.5% 2/20/14                 253,941      250,125     291,306     271,410
                           __________   __________  __________  __________
Total Debt
 Securities                 6,221,130    6,217,314     291,306     271,410
                           __________   __________  __________  __________
Total Securities
 Available for            $11,111,002  $12,277,298  $3,106,736  $3,073,907
 Sale                      ==========   ==========   =========   =========

</TABLE>

     Gross  unrealized  losses  on debt  securities  amounted  to
$3,816  and  $19,896 as of March 31, 2001 and 2000, respectively.
Gross   unrealized  gains  on  equity  securities   amounted   to
$1,171,057   and  $69,837  as  of  March  31,  2001   and   2000,
respectively.   Gross  unrealized  losses  on  equity  securities
amounted  to  $945  and $82,770 as of March 31,  2001  and  2000,
respectively.

					-27-

<PAGE>

NOTE 5 - LOANS PAYABLE AND INVENTORY FINANCING

       During   fiscal  2000  and  2001,  the  Company  purchased
securities  on  margin.   At March 31,  2001,  the  margin  loans
amounted  to $8,873,565 at  interest rates ranging from 5.05%  to
6.75% and secured by investment securities with a market value of
$12,277,298. These margin loans are due on demand.

     The  Company had a $2,500,000 agreement with Conseco Finance
Servicing   Corp.   (formerly   Greentree   Financial   Servicing
Corporation) to finance inventory purchases.  The interest  rates
ranged from prime for each advance to prime plus 2.75% after  one
year.  Advances  under this line of credit were  secured  by  the
manufactured  homes for which the advances were made.   Effective
March  30,  2001, the Company exited the manufactured home  sales
business.  The existing inventory was sold to United.  The  terms
of the sale included assignment of the inventory financing.


NOTE 6 - EMPLOYEE STOCK OPTION PLAN

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

           The  Company elected to continue following APB Opinion
No. 25 in accounting for its stock option plans and, accordingly,
no  compensation cost has been recognized.  Had compensation cost
been  determined consistent with SFAS No. 123, the Company's  net
income and earnings per share would have been reduced to the  pro
forma amounts as follows:

                                        2001       2000       1999

     Net Income (Loss)  As Reported  $(74,700)   $14,200  $(213,401)
                        Pro forma     (91,281)     (498)   (222,393)

     Net Income (Loss)  As Reported      (.05)       .01       (.14)
      Per Share         Pro forma        (.06)       -0-       (.15)



     					-28-
<PAGE>

     The fair value of each option grant is estimated on the date
of  the  grant using the Black-Scholes option-pricing model  with
the  following  weighted-average assumptions used for  grants  in
2001,  2000  and  1999:  dividend yield of .3  percent;  expected
volatility  of  25  percent;  risk-free  interest  rates  of  6.5
percent; and expected lives of five years.

      A summary of the status of the Company's stock option plans
as of March 31, 2001, 2000, and 1999 and changes during the years
then ended are as follows:


                       2001                 2000               1999
                        Weighted              Weighted         Weighted
                        Average               Average          Average
                        Exercise              Exercise         Exercise
                Shares  Price        Shares   Price    Shares  Price
Outstanding
 at beginning
 of year         70,000   2.93       115,000   $2.96   20,000    $3.00
Issued           20,000   2.62           -0-     -0-   95,000     2.95
Expired/
 Cancelled          -0-    -0-       (45,000)   3.00      -0-      -0-
                 ______              _______           ______
Outstanding
 at end of
 year            90,000   2.86        70,000    2.93  115,000     2.96
                 ======              =======          =======

Weighted-average
 fair value of
 options granted
 during the year           .94                   -0-              1.05
                         =====                 =====             =====






     The  following is a summary of stock options outstanding  as
     of  March 31, 2001:

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

      4/8/98          2        20,000      2.75     4/8/2003
     9/28/98          1        50,000      3.00    9/28/2003
     10/4/00          2        20,000     2.625    10/4/2005
                               ______

                               90,000
                                =====
      As of March 31, 2001, there were 210,000 shares available
for grant under the Plan.

					-29-

<PAGE>

NOTE 7 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

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

       Shareholders  may  also  purchase  additional  shares   at
approximately  95%  of its market price by making  optional  cash
payments.   For  the  years ended March 31, 2001  and  2000,  the
Company   received   $141,661  and   $23,078   from   the   DRIP,
respectively.   There were 51,510 and 8,389  new  shares  issued,
respectively.

     On December 15, 2000, the Company paid $76,123 as a dividend
of $.05 per share to shareholders of record November 15, 2000.


NOTE 8 - INCOME TAXES

      For  the year ended March 31, 2001, the Company had  a  net
operating  loss carryforward of approximately $140,000 to  offset
future taxable income.

      There were no deferred tax assets or liabilities recognized
as of March 31, 2001, 2000 and 1999.


NOTE 9 - PAYMENTS TO AFFILIATED PERSONS AND RELATED PARTY
          TRANSACTIONS

Payments to Affiliated Persons

      Total  payments to all officers, directors  and  affiliated
persons  during the fiscal years ended March 31, 2001,  2000  and
1999  amounted  to  $98,000, $98,800 and $104,850   respectively.
Eugene  W.  Landy, President of the Company, received $53,200  in
salary,  management and director fees during each  of  the  years
ended March 31, 2001, 2000 and 1999, respectively.

				    -30-

<PAGE>

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  $82,087,  $161,377  and
$148,249, respectively, for the years ended March 31, 2001,  2000
and  1999.  MHS also leases space from United to be used as sales
lots,  at  market rates, at most of United's communities.   Total
rental expense relating to these sales lots amounted to $153,480,
$145,670  and $139,200 for the years ended March 31,  2001,  2000
and 1999, respectively.

      During  the years ended March 31, 2001, 2000 and 1999,  MHS
acquired certain inventory from United.  These purchases amounted
to  $124,890, $64,984 and $155,400, representing 3%, 2%  and  3%,
respectively, of total purchases made by MHS during fiscal  2001,
2000  and 1999. This inventory was available through United,  but
could have been acquired from a third-party at approximately  the
same cost.

     During fiscal 2001, 2000 and 1999, MHS sold to United 10, 21
and  15 homes, respectively, for a total sales price of $161,487,
$437,137  and $370,908 respectively, at MHS's cost.  These  sales
represented 3%, 9% and 7%, 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 10 - GROUP CONCENTRATIONS OF CREDIT RISK

      The  Company's  loan  portfolio is diversified.  Generally,
loans are collateralized by the manufactured homes.  At March 31,
2001 and 2000, all loans were secured.


NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Limitations

     Estimates of fair value are made at a specific point in time
based   upon   where  available,  relevant  market   prices   and
information about the financial instrument. Such estimates do not

  				    -31-

<PAGE>

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

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

NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

      Cash  paid during the years ended March 31, 2001, 2000  and
1999 for interest and taxes are as follows:

                             2001         2000         1999

          Interest        $364,690    $ 152,509     $130,706

           Taxes           $13,071    $  5,643      $ 17,800



      During  the years ended March 31, 2001, 2000 and  1999  the
Company  had  dividend  reinvestments  of  $21,150,  $21,568  and
$21,091, respectively, which required no cash transfers.

      During the year ended March 31, 2000, the Company wrote off
$65,000 of a non-performing loan against the Allowance for Losses
and  transferred the remaining balance of $110,231  to  Building,
Improvements and Equipment.

					-32-
<PAGE>
                           SIGNATURES

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

                              MONMOUTH CAPITAL CORPORATION


                              BY:  /s/  Eugene W. Landy
                                      EUGENE W. LANDY
                                      President
Dated:     June 21, 2001

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

                                   Title               Date

/s/  Eugene W. Landy
EUGENE W. LANDY               President and
                              Director             June 21, 2001

/s/  Ernest V. Bencivenga    Secretary/Treasurer
ERNEST V. BENCIVENGA         and Director          June 21, 2001

/s/  Anna T. Chew            Controller and
ANNA T. CHEW                 Director              June 21, 2001

/s/  Charles P. Kaempffer
CHARLES P. KAEMPFFER         Director              June 21, 2001

/s/  Samuel A. Landy
SAMUEL A. LANDY              Director              June 21, 2001

/s/  Robert G. Sampson
ROBERT G. SAMPSON            Director              June 21, 2001

/s/  Eugene Rothenberg
EUGENE ROTHENBERG            Director              June 21, 2001

					-33-