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

                            FORM 10-K/A
                          (Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (C) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2003

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

                    Commission File Number 0-24282

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

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

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

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

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

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

Indicate by check mark whether the registrant  is  an accelerated
filer (as defined in Rule 12b-2 of the Act). Yes _     No X

The aggregate market value of voting stock held by non-affiliates
of  the Registrant was $11,947,117 (based on 2,478,655 shares  of
common  stock at $4.82 per share, the closing price on  June  30,
2003),  presuming  that  directors  and  executive  officers  are
affiliates.

The number of shares outstanding of issuer's common stock as of
March 1, 2004 was 3,112,309 shares.

Documents Incorporated by Reference:  Exhibits incorporated by
reference are listed in Park IV Item 15(a) (3).


<PAGE>

                        Explanatory Note

     This Amendment No. 1 on Form 10-K/A to the Annual Report on
Form 10-K   is    being   filed to correct a typographical error
concerning   the   number of shares  outstanding of the issuer's
common stock at March 1, 2004 on the cover  page.  The number of
shares outstanding at March 1, 2004 is 3,112,309.

                             PART I

ITEM 1.    BUSINESS

General Development of Business

     In this 10-K, "we", "us', "our", or "the Company", refers to
Monmouth Capital Corporation, together with its predecessors  and
subsidiaries, unless the context requires otherwise.

      Monmouth Capital Corporation is a corporation organized  in
the  State  of  New Jersey in 1961.  The Company  operates  as  a
qualified real estate investment trust (REIT) under Sections 856-
860  of  the  Internal  Revenue Code (the Code)  and  intends  to
maintain  its  qualification as a  REIT  in  the  future.   As  a
qualified REIT, with limited exceptions, the Company will not  be
taxed  under  federal and certain state income tax  laws  at  the
corporate  level  on  taxable income that it distributes  to  its
shareholders.   For special tax provisions applicable  to  REITS,
refer to Sections 856-860 of the Code.

      Prior  to  1994  the Company operated as a  small  business
investment  company.  During 1994, the Company formed  a  wholly-
owned  subsidiary, The Mobile Home Store, Inc. (MHS), to  finance
and  sell  manufactured homes.  The sales operation was conducted
at  manufactured  home communities owned by United  Mobile  Homes
(United),  a  related REIT.   The Company also invested  in  real
estate  and  securities.  In March 2001,  the  Company  sold  the
existing  inventory  of  manufactured  homes  to  United  at  the
Company's  carrying value and the Company exited the manufactured
home sales business since it proved to be unprofitable.  MHS  was
merged into the Company on December 6, 2001.

      On September 26, 2001, the Company adopted a change from  a
fiscal year end of March 31 to a calendar year end, effective for
the  short year ended December 31, 2001.  The Company elected  to
be  taxed  as  a real estate investment trust for the  transition
period ended December 31, 2001.

      The Company has made the following property acquisitions in
the last three years:

  Date of                  Square  Property
Acquisition     Location    Feet     Type     Ownership    Tenant
___________     ________    ____    ____      ________     ______
  7/20/2001  Carlsdadt, NJ 59,400  warehouse     51%      Macy's

  12/20/2001 White Bear                                   Federal
             Lake, MN      59,425  warehouse     100%     Express

  9/18/2002  Cheektowaga,
             NY            62,986  warehouse     100%     Federal
                                                          Express

  8/14/2003   Wheeling,
              IL          107,160  warehouse     63%      Federal
                                                          Express
                                                          Ground

      The  Company  is currently operating as a diversified  REIT
investing  in  real  estate equities, mortgages,  mortgage-backed
securities, and other REIT securities.  The Company's capital  is
limited  and  there  is  no assurance the  Company  can  or  will
continue  to  operate as a diversified REIT.   The  Company  will
consider alternative plans or proposals.

                               -2-

<PAGE>

ITEM 1.    BUSINESS, (CONT'D.)

Narrative Description of the Business

      Currently the Company derives its income primarily  through
real  estate  rental  operations and from dividend  and  interest
income.  The Company also derives some revenues from the sales of
manufactured homes which the Company has repossessed and returned
to  inventory.  These manufactured homes were sold prior to March
30,  2001,  when the Company was in the manufactured  home  sales
business.    Rental   and  occupancy  revenue   was   $1,734,583,
$1,016,513,  and $206,170 for the years ended December  31,  2003
and  2002  and  for  the  short year  ended  December  31,  2001,
respectively.   Interest  and  dividend  income  was  $1,091,924,
$1,247,379,  and $947,491 for the years ended December  31,  2003
and  2002  and  for  the  short year  ended  December  31,  2001,
respectively.    Sales  of  manufactures  homes  were   $269,690,
$394,500  and $35,500 for the years ended December 31,  2003  and
2002   and   for  the  short  year  ended  December   31,   2001,
respectively.    Total assets were $41,569,008, $27,101,532,  and
$27,037,800 at December 31, 2003, 2002, and 2001, respectively.

      The  Company  has  approximately  289,000  square  feet  of
property, of which approximately 230,000 square feet, or  80%  is
leased  to Federal Express Corporation and subsidiaries.   During
2003, 2002, and the short year 2001, rental and occupancy charges
from  properties  leased  to  Federal  Express  Corporation   and
subsidiaries approximated 75%, 58%, and 6%, respectively of total
rental and occupancy charges.

      At  December 31, 2003, the Company had investments in  four
industrial   warehouse  properties  (see  item  2  for   detailed
description  of  properties).  The Company  seeks  to  invest  in
additional    properties   and   anticipates   acquisitions    of
approximately $40,000,000 in 2004 and 2005.   The funds for these
acquisitions  may  come from the Company's bank  borrowings,  the
Dividend  Reinvestment and Stock Purchase Plan  (the  DRIP),  the
Convertible   Subordinated   Debentures,   and   other    private
placements.   To the extent that funds or appropriate  properties
are  not available, fewer acquisitions will be made.  Because  of
the contingent nature of contracts to purchase real property, the
Company announces acquisitions only on closing.

      The  Company  raises  capital through  the  DRIP  in  which
participants  purchase stock from the Company at  a  discount  of
approximately  5%  of  market price.  During  2003,  a  total  of
$2,872,459  additional capital was raised.   It  is  anticipated,
although  no assurances can be given, that a comparable level  of
participation will continue in the DRIP in 2004.  In addition, on
October  23,  2003,  the Company completed  a  private  placement
offering  of $5,370,000 of 8% Convertible Subordinated Debentures
(the Debentures), due 2013.

      The  Company   competes   with  other  investors   in  real
estate for attractive investment opportunities.  These  investors
include   other  "equity" real estate investment trusts,  limited
partnerships,  syndications and private investors, among  others.
Competition in the market areas in which the Company operates  is
significant  and  affects  acquisitions  and/or  development   of
properties, occupancy levels, rental rates and operating expenses
of certain properties.

                               -3-

<PAGE>

ITEM 1.    BUSINESS, (CONT'D.)

Management  has built relationships with merchant builders  which
provide  the Company with investment opportunities which fit  the
Company's investment policy.

      The  Company  operates as part of a group of  three  public
companies  (all  REITs) which includes United and  Monmouth  Real
Estate  Investment  Corporation (MREIC).  United  specializes  in
investments   in   manufactured  home   communities   and   MREIC
specializes  in net-leased industrial properties to credit  rated
tenants  on  long term leases.  It is intended that  the  Company
will invest in real estate ventures that do not qualify under the
investment  objectives of United and MREIC.  To the extent  there
may  be conflicts of interest as to prospective investments,  the
Company may be deprived of investment opportunities.

      The  Company  has  five  full-time employees.    Additional
salaries are allocated as professional fees from United and MREIC
based  on the time employees devote to the Company.  Some general
and administrative expenses are allocated to the Company based on
use  or  services provided.   A Board of Directors consisting  of
nine  members  is  responsible for the general  policies  of  the
Company.

     The Company does not have an advisory contract; however, all
of  the  properties are managed by various management  companies.
Management  fees were $15,397, $12,000 and $9,000 for 2003,  2002
and the short year 2001, respectively.

      The  Company is subject to various environmental regulatory
requirements   related   to  the  ownership   of   real   estate.
Investments in real property have the potential for environmental
liability on the part of the owner of such property.  The Company
is  not  aware  of any environmental liabilities to  the  Company
relating to the Company's investment properties which would  have
a  material adverse effect on the Company's business,  assets  or
results of operations.

      The  Company  continues to invest in both debt  and  equity
securities  of  other REITs and mortgage backed securities.   The
Company from time to time may purchase these securities on margin
when  the interest and dividend yields exceed the cost of  funds.
The  securities portfolio provides the Company with liquidity and
additional income.   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.

     Additional information about the Company can be found on the
Company's  website  which  is located at www.monmouthcapital.com.
The Company's filings with the Securities and Exchange Commission
are made available through a link on the Company's website or  by
calling Investor Relation at 732-577-9993.

Risk Factors

Real Estate Industry Risks

    The Company faces risks associated with local real estate
   conditions in areas where the Company owns properties. The
      Company may be affected adversely by general economic

                               -4-

<PAGE>

ITEM 1.    BUSINESS, (CONT'D.)

conditions  and  local real estate conditions.  For  example,  an
oversupply of industrial properties
in  a  local  area  or  a  decline in the attractiveness  of  our
properties  to  tenants  would have  a  negative  effect  on  the
Company.

       Other  factors that may affect general economic conditions
or local real estate conditions include:

   -  population and demographic trends;

   -  zoning, use and other regulatory restrictions;

   -  income tax laws;

   -  changes in interest rates and availability and costs of
      financing;

   -  competition from other available real estate;

   -  our ability to provide adequate maintenance and insurance;
      and

   -  increased operating costs, including insurance premiums
      and real estate taxes.

       The  Company  may  be unable to compete  with  its  larger
competitors  and  other  alternatives  available  to  tenants  or
potential tenants of our properties. The real estate business  is
highly  competitive.  The Company competes  for  properties  with
other   real  estate  investors,  including  other  real   estate
investment trusts, limited partnerships, syndications and private
investors,   many  of  whom  have  greater  financial  resources,
revenues,  and  geographical  diversity  than  the  Company  has.
Furthermore, the Company competes for tenants with other property
owners. All of the Company's industrial properties are subject to
significant local competition. The Company also competes  with  a
wide  variety  of  institutions and other investors  for  capital
funds  necessary to support our investment activities  and  asset
growth.

       The  Company  is  subject to significant  regulation  that
inhibits our activities and increases our costs. Local zoning and
use   laws,   environmental  statutes  and   other   governmental
requirements   may   restrict   expansion,   rehabilitation   and
reconstruction  activities.  These regulations  may  prevent  the
Company   from   taking  advantage  of  economic   opportunities.
Legislation  such  as  the Americans with  Disabilities  Act  may
require  management to modify our properties. Future  legislation
may  impose  additional requirements. The Company cannot  predict
what  requirements  may  be  enacted  or  what  changes  may   be
implemented to existing legislation.

Risks Associated with Our Properties

       The    Company  may  be unable to  renew  leases or  relet
space as leases expire.   While management  seeks  to  invest  in
well-located,    modern   buildings   leased   to   credit-worthy
tenants    on  long  term  leases,  a  number  of  the  Company's
properties  are  subject  to  short-term  leases.  When  a  lease
expires, a tenant may elect not to renew it. Management  may  not
be able to relet the

                               -5-

<PAGE>

ITEM 1.    BUSINESS, (CONT'D.)

property  on similar terms, if we are able to relet the  property
at   all.  Management  has  established  an  annual  budget   for
renovation  and  reletting expenses that management  believes  is
reasonable  in  light  of each property's operating  history  and
local  market characteristics. This budget, however, may  not  be
sufficient to cover these expenses.

       The  Company  has  been and may continue  to  be  affected
negatively by tenant financial difficulties and leasing delays. A
general  decline in the economy may result in a  decline  in  the
demand  for industrial space. As a result, the Company's  tenants
may  delay lease commencement, fail to make rental payments  when
due,  or declare bankruptcy. Any such event could result  in  the
termination of that tenant's lease and losses to the Company. The
Company  receives a substantial portion of our  income  as  rents
under long-term leases. If tenants are unable to comply with  the
terms  of their leases because of rising costs or falling  sales,
management,  in  our sole discretion, may deem  it  advisable  to
modify  lease terms to allow tenants to pay a lower rental  or  a
smaller share of operating costs, taxes and insurance.

        The  Company  may  be  unable  to  sell  properties  when
appropriate  because real estate investments are  illiquid.  Real
estate   investments  generally  cannot  be  sold  quickly   and,
therefore,  will tend to limit management's ability to  vary  our
property portfolio promptly in response to changes in economic or
other conditions. The inability to respond promptly to changes in
the   performance  of  the  Company's  property  portfolio  could
adversely affect the Company's financial condition and ability to
service debt and make distributions to our stockholders.

        Environmental  liabilities  could  affect  the  Company's
profitability.   The   Company   faces   possible   environmental
liabilities. Current and former real estate owners and  operators
may  be  required  by law to investigate and clean  up  hazardous
substances  released at the properties they own or operate.  They
may  also  be  liable to the government or to third  parties  for
property   damage,   investigation  costs  and   cleanup   costs.
Contamination may adversely affect the owner's ability to sell or
lease  real  estate  or  to  borrow  using  the  real  estate  as
collateral.

      Environmental laws today can impose liability on a previous
owner  or  operator  of  a property that owned  or  operated  the
property  at  a  time  when hazardous or  toxic  substances  were
disposed on, or released from, the property. A conveyance of  the
property, therefore, does not relieve the owner or operator  from
liability.

       Management  is not aware of any environmental  liabilities
relating to our investment properties which would have a material
adverse effect on our business, assets, or results of operations.
However, we cannot assure you that environmental liability claims
will not arise in the future.

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

                            -6-

<PAGE>

ITEM 1.    BUSINESS, (CONT'D.)

Financing Risks

      The Company faces risks generally associated with our debt.
The Company finances a portion of our investments in properties
and marketable securities through debt. This debt creates risks,
including:

   -  rising interest rates on our floating rate debt;

   -  failure to repay or refinance existing debt as it matures,
      which may result in the forced disposition of assets on
      disadvantageous terms;

   -  refinancing terms less favorable than the terms of
      existing debt; and

   -  failure to meet required payments of principal and/or
      interest.

       The Company faces risks associated with the use of debt to
fund  acquisitions, including refinancing risk.  The  Company  is
subject  to  the  risks normally associated with debt  financing,
including  the  risk that our cash flow will be  insufficient  to
meet  required  payments  of principal and  interest.  Management
anticipates that a portion of the principal of our debt will  not
be  repaid prior to maturity. Therefore, the Company will  likely
need  to refinance at least a portion of our outstanding debt  as
it  matures. There is a risk that we may not be able to refinance
existing debt or that the terms of any refinancing will not be as
favorable  as  the  terms  of  the existing  debt.  If  principal
payments due at maturity cannot be refinanced, extended or repaid
with  proceeds from other sources, such as new equity capital  or
sales  of  properties,  the  Company's  cash  flow  will  not  be
sufficient  to repay all maturing debt in years when  significant
"balloon"  payments come due. As a result, we may  be  forced  to
dispose of properties on disadvantageous terms.

       Management  may  amend our business policies  without  the
stockholders'  approval.  Our board of directors  determines  our
growth,  investment, financing, capitalization,  borrowing,  REIT
status, operations and distributions policies. Although the board
of  directors has no present intention to amend or reverse any of
these policies, they may be amended or revised without notice  to
stockholders. Accordingly, stockholders may not have control over
changes  in  our  policies. Management  cannot  assure  you  that
changes  in  our policies will serve fully the interests  of  all
stockholders.

Other Risks

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

                               -7-

<PAGE>

ITEM 1 - BUSINESS, (CONT'D.)

       There  are  restrictions on the transfer of the  Company's
Common  Stock. To maintain the Company's qualification as a  REIT
under the Internal Revenue Code of 1986 (the Code), no more  than
50%  in  value of the Company's outstanding capital stock may  be
owned,  actually or by attribution, by five or fewer individuals,
as  defined in the Code to also include certain entities,  during
the  last  half  of  a taxable year. Accordingly,  the  Company's
charter and bylaws contain provisions restricting the transfer of
the Company's Common Stock.

       The  Company's earnings are dependent, in part,  upon  the
performance  of  our investment portfolio. As  permitted  by  the
Code,  management invests in and owns securities  of  other  real
estate  investment trusts. To the extent that the value of  those
investments  declines  or  those investments  do  not  provide  a
return, the Company's earnings could be adversely affected.

       The  Company may fail to qualify as a REIT. If the Company
fails  to  qualify as a REIT, the Company will not be allowed  to
deduct  distributions  to stockholders in computing  our  taxable
income  and  will  be subject to Federal and  state  income  tax,
including  any  applicable alternative minimum  tax,  at  regular
corporate  rates. In addition, the Company might be  barred  from
qualification   as   a   REIT  for  the  four   years   following
disqualification.   The  additional  tax  incurred   at   regular
corporate   rates  would  reduce  significantly  the  cash   flow
available for distribution to stockholders and for debt service.

       Furthermore,  the Company would no longer be  required  to
make  any  distributions  to  the  Company's  stockholders  as  a
condition   to   REIT   qualification.   Any   distributions   to
stockholders  that otherwise would have been subject  to  tax  as
capital gain dividends would be taxable as ordinary income to the
extent  of  the  Company's current and accumulated  earnings  and
profits. Corporate distributees, however, may be eligible for the
dividends  received  deduction on the distributions,  subject  to
limitations under the Code.

      To qualify as a REIT, and to continue to qualify as a REIT,
the Company must comply with certain highly technical and complex
requirements. The Company cannot be certain it has complied,  and
will  always  be  able  to  comply, with these  requirements.  In
addition,  facts  and  circumstances  that  may  be  beyond   the
Company's control may affect the Company's ability to continue to
qualify  as  a  REIT.  The Company cannot  assure  you  that  new
legislation, regulations, administrative interpretations or court
decisions will not change the tax laws significantly with respect
to  the Company's qualification as a REIT or with respect to  the
Federal  income  tax consequences of qualification.  The  Company
believes that it has qualified as a REIT since its inception  and
intends  to  continue to qualify as a REIT. However, the  Company
cannot  assure you that the Company is qualified or  will  remain
qualified.

   The Company  may  be  unable  to comply with the strict income
distribution  requirements  applicable  to  REITs.  To obtain the
favorable   tax   treatment associated with qualifying as a REIT,
among other   requirements,  the Company is required each year to
distribute

                               -8-

<PAGE>

ITEM 1 - BUSINESS, (CONT'D.)

to  its stockholders at least 90% of its REIT taxable income. The
Company  will  be  subject  to  corporate  income  tax   on   any
undistributed REIT taxable income. In addition, we will  incur  a
4%   nondeductible  excise  tax  on  the  amount  by  which   our
distributions in any calendar year are less than the sum  of  (i)
85%  of our ordinary income for the year, (ii) 95% of our capital
gain net income for the year, and (iii) any undistributed taxable
income  from prior years. The Company could be required to borrow
funds on a short-term basis to meet the distribution requirements
that  are  necessary to achieve the tax benefits associated  with
qualifying as a REIT (and to avoid corporate income tax  and  the
4%  excise  tax),  even  if conditions  were  not  favorable  for
borrowing.

      Notwithstanding the Company's status as a REIT, the Company
is  subject  to  various Federal, state and local  taxes  on  our
income  and property. For example, the Company will be  taxed  at
regular  corporate  rates  on any undistributed  taxable  income,
including  undistributed  net capital gains,  provided,  however,
that   properly  designated  undistributed  capital  gains   will
effectively avoid taxation at the stockholder level. The  Company
may also have to pay some state income or franchise taxes because
not all states treat REITs in the same manner as they are treated
for Federal income tax purposes.

ITEM 2.    DETAILED DESCRIPTION OF PROPERTIES

         On  July 20, 2001, Palmer Terrace Realty Associates, LLC
(Palmer   Terrace),  a  51%  owned  subsidiary  of  the  Company,
purchased  a 59,400 square foot warehouse facility in  Carlstadt,
New  Jersey  from  WXIII/MWL Real Estate Limited Partnership,  an
unrelated entity.  This warehouse facility is 100% net leased  to
Macy's  East, Inc., an Ohio corporation.  The purchase price  was
approximately  $3,100,000.  The average monthly rental  over  the
term  of  the lease is $29,082.  This lease expires on  April  5,
2009.   The mortgage balance was $2,211,111 at December 31, 2003,
at  an  interest rate of 7.75%.  The mortgage matures August  15,
2021.

      On December 20, 2001, the Company purchased a 59,425 square
foot  warehouse facility in White Bear Lake, Minnesota from Jones
Development  Company, LLC, an unrelated entity.   This  warehouse
facility is 100% net leased to Federal Express Corporation.   The
purchase price was approximately $4,800,000.  The monthly  rental
over  the  term of the lease is $36,100.  This lease  expires  on
April  1,  2011.  The mortgage balance was $3,125,436 at December
31,  2003,  at  an interest rate of 7.04%.  The mortgage  matures
January 1, 2012.

     On  September  18, 2002, the Company purchased  a  leasehold
interest   in   a  62,986  square  foot  warehouse  facility   in
Cheektowaga, New York from FedJones Cheektowaga, LLC  (FedJones),
an  unrelated  entity.  This lease was between FedJones  and  the
Erie   County   Industrial  Development  Agency  (ECIDA).    This
warehouse  facility  is 100% subleased to  FedEx  Ground  Package
System,  Inc.  under  a  net  lease.   The  purchase  price   was
approximately $4,200,000.  The monthly rental over  the  term  of
the  lease  is  $33,800.  The mortgage balance was $2,944,407  at
December  31,  2003, at an interest rate of 6.78%.  The  mortgage
matures October 1, 2017.

                               -9-

<PAGE>

ITEM 2.    DETAILED DESCRIPTION OF PROPERTIES, (CONT'D.)

     On  August  14, 2003, Wheeling Partners, LLC,  a  63%  owned
subsidiary  of  the  Company,  purchased a  107,160  square  foot
industrial  building in Wheeling, Illinois, from Jones  Elgin  I,
LLC,  an  Illinois limited liability company (Jones Elgin).  This
warehouse  facility  is 100% subleased to  FedEx  Ground  Package
System, Inc. under a net lease for 12 years.  The purchase price,
including  closing  costs,  was approximately  $11,985,000.   The
average  monthly  rental over the term of the lease  is  $84,900.
The mortgage payable balance was $7,608,285 at December 31, 2003,
at  an  interest  rate of 5.68%.  The mortgage matures  March  1,
2021.

ITEM 3.    LEGAL  PROCEEDINGS

          None.

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

           The Annual Meeting of Shareholders was held on October
8, 2003 to elect a Board of Directors for the ensuing year and to
approve  the Selection of Independent Auditors.  Proxies for  the
meeting  were  solicited  pursuant to  Regulation  14  under  the
Securities and Exchange Act of 1934.

                              -10-

<PAGE>

                             PART II

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

      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:


            Year Ended        Year Ended         Short Year Ended
          December 31, 2003  December 31, 2002  December 31, 2001
             Market Price      Market Price        Market Price
              Low   High        Low   High      Low        High
            _____________________________________________________


Quarter 1    3.35    4.44    2.77     3.30      N/A       N/A

Quarter 2    3.89    5.10    3.29     3.92      2.65      3.05

Quarter 3    4.41    5.35    3.25     4.00      2.66      3.45

Quarter 4    5.00    7.93    3.19     3.95      2.70      3.25




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

      As  of  December  31,  2003, there were  approximately  406
holders  of  the Company's common stock based on  the  number  of
record owners.

     The Company has paid dividends as follows:

                                       Long-
                                       term
                Dividends     Per     Capital Ordinary
    Period         Paid      Share     Gain    Income
     ______      _________   ______   _______ ________

2003            $1,178,504   $  .40    $.0635  $.3365
2002               748,497      .35     .2309   .1191
short year 2001    413,627      .25     .25       -0-

      On  January 14, 2004, the Company declared a dividend of  $
..25  per  share  to be paid on June 15, 2004 to  shareholders  of
record May 17, 2004.

       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.

                              -11-

<PAGE>

ITEM  5.     MARKET  FOR REGISTRANT'S COMMON EQUITY  AND  RELATED
             STOCKHOLDER MATTERS, (CONT'D.)

Equity Compensation Plan Information

     The following table summarizes information, as of December
31, 2003, relating to equity compensation plans of the Company
(including individual compensation arrangements) pursuant to
which equity securities of the Company are authorized for
issuance.

                                                   Number of
                                                  Securities
                                                   Remaining
                                                   Available
                  Number of                       for Future
                  Securities      Weighted-        Issuance
                 to be Issued      average       Under Equity
                     Upon          Exercise      Compensation
                 Exercise of       Price of          Plans
                 Outstanding     Outstanding      (excluding
                   Options,        Options,       Securities
                 Warrants and    Warrants and    reflected in
Plan Category       Rights          Rights        column (a))
                     (a)             (b)              (c)
Equity
 Compensation
 Plans Approved
 by Security
 Holders            80,000          $3.08           150,000

Equity
 Compensation
 Plans not
 Approved  by
 Security
 Holders             N/A             N/A              N/A
                    ______          ______          _______

Total               80,000          $3.08           150,000
                    ======          =====           =======



                              -12-

<PAGE>

ITEM 6.      SELECTED FINANCIAL DATA


<TABLE>
<PAGE>
<CAPTION>       <S>           <S>           <S>           <S>        <S>
                                               Short
                Year Ended    Year Ended    Year Ended    Year Ended  Year Ended
               December 31,  December 31,  December 31,   March 31,    March 31,
                   2003          2002          2001          2001        2000
               ___________   __________    __________     ________     ________
OPERATING DATA:
Rental Income   $1,734,583    $1,016,513    $206,170      $10,610     $184,547
Dividends and
  Interest
  Income         1,091,924     1,247,379     947,491      875,778      388,709
Sales of
Manufactured
  Homes            269,690       394,500      35,500    4,790,693    4,759,648
Gain on Sales
  of Real
  Estate
  Investments          -0-           -0-         -0-          -0-      245,419
Total Expenses    2,325,468    2,239,932   1,026,565    5,906,020    5,685,135
Minority Interest    98,829       45,507      19,393          -0-          -0-
Net Income (Loss)  1,283,432     554,638     398,205     (74,700)       14,200
Average Number
  of Shares
  Outstanding
  Basic            2,824,809   1,924,860   1,597,213    1,534,759    1,516,528
  Diluted          3,747,584   1,941,477   1,602,787    1,534,759    1,516,528
Net Income
  (Loss) per Share       .45        0.29        0.25       (0.05)         0.01
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH FLOW DATA:
Net Cash
  Provided by
  Operating
  Activities        $898,188   $1,401,577   $287,493     $178,452     $553,657
Net Cash Used
  by Investing
  Activities     (13,190,104)  (5,018,312)(6,222,715)  (5,968,544)  (1,466,842)
Net Cash
  Provided by
  Financing
  Activities      12,431,908    3,183,391  6,450,215    5,674,599    1,018,529
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OTHER DATA:
Funds from
  Operations*     $1,611,330     $763,159   $478,205    $(24,181)     $339,527
Cash Dividends
  per Share             0.40         0.35       0.25         0.05         0.05
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BALANCE SHEET DATA:
Total Assets     $41,569,008  $27,101,532 $23,037,800 $15,494,536   $9,068,788
Gross Real
  Estate
  Investments     29,540,600   12,135,065   7,895,036      11,065      457,256
Securities
  Available
  for Sale        15,443,909   12,844,937  11,656,770   12,277,298    3,073,907
Loans
  Receivable, Net  1,515,625    1,888,094   2,397,698    2,904,494    2,400,558
Mortgages
  Payable         15,889,239    8,616,405   5,719,724          -0-          -0-
Shareholders'
  Equity          12,371,005    9,110,010   7,325,722    6,463,842    5,273,879
</TABLE>

                              -13-
<PAGE>

ITEM 6.      SELECTED FINANCIAL DATA, (CONT'D.)

*  Funds  from  operations  (FFO),  is  defined  as  net  income,
excluding  gains  (or  losses) from sales of depreciable  assets,
plus  depreciation.   FFO should be considered as a  supplemental
measure  of  operating performance used by real estate investment
trusts (REITs).  FFO excludes  historical cost  depreciation   as
an  expense and  may  facilitate  the comparison  of REITs  which
have  different cost  bases.   The items excluded  from  FFO  are
significant  components in understanding the Company's  financial
performance. FFO (1) does not represent cash flow from operations
as  defined  by  generally accepted accounting  principles;   (2)
should  not be considered as an alternative to net income   as  a
measure   of  operating  performance  or  to  cash   flows   from
operating,  investing and financing activities; and  (3)  is  not
an  alternative to cash flow as a measure of liquidity.   FFO, as
calculated  by  the Company, may not be comparable  to  similarly
entitled measures reported by other REITs.

The Company's FFO is calculated as follows:

                                          Short
            Year Ended    Year Ended   Year Ended   Year Ended  Year Ended
            December 31,  December 31, December 31,  March 31,   March 31,
                2003          2002         2001         2001        2000
              _______       _______       _______     _______     _______
Net Income
  (Loss)    $1,283,432     $554,638     $398,205   $(74,700)      $14,200

Gain on Sale
  of Depreciable
  Assets            -0-          -0-           -0-        -0-      245,419
Depreciation
  Expense       327,898       208,521      80,000      50,519       79,908
              _________     _________     _______   _________     ________
FFO          $1,611,330      $763,159    $478,205    $(24,181)    $339,527
             ==========      ========    ========    ========     ========

                              -14-

<PAGE>

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

Overview

       The  following discussion and analysis of the consolidated
financial condition and results of operations should be  read  in
conjunction with the Consolidated Financial Statements and  notes
thereto elsewhere herein.

        The  Company  is  a  diversified  REIT.   Currently,  the
Company's  primary business is the ownership of  four  industrial
properties  subject  to  medium  term  leases  and  investing  in
marketable  securities. These securities  include  securities  of
other REITS and mortgage backed securities. The Company also  has
loans   receivable  and  inventory  related  to  the   sales   of
manufactured  homes.  Prior to March 31, 2001,  the  Company  was
engaged in the manufacturing home sales and finance business.

       The  Company's revenue primarily consists  of  rental  and
related  income from the ownership of the industrial  properties,
interest  and  dividend income, and gain on sale  of  securities.
Sales  of  manufactured homes relates to the  sale  of  inventory
which had been repossessed and resold.

        Although  the  Company  currently  owns  four  industrial
properties, management would consider other types of real  estate
acquisitions.  Management  anticipates  that  the  Company   will
acquire  approximately $40,000,000 in properties during 2004  and
2005.   The  current acquisitions environment is competitive  and
management  may  not  be able to locate suitable  properties  for
acquisition.

       The  Company  has  financed acquisitions  through  capital
raised  through  the  Company's Dividend Reinvestment  and  Stock
Purchase Plan, by obtaining mortgages, and from private placement
offerings,  including  the  Convertible Subordinated  Debentures.
If suitable acquisitions cannot be found during 2004, the Company
will  invest additional capital raised in REIT securities or  pay
down  outstanding  debt.  The Company also invests  in  debt  and
equity  securities  of other REITs for liquidity  and  additional
income.   The  Company  from  time to  time  may  purchase  these
securities on margin when there is an adequate yield spread.

      See PART I, Item 1. Business for a more complete discussion
of  the  economic  and  industry-wide  factors  relevant  to  the
Company,  the Company's lines of business and principal  products
and  services,  and the opportunities, challenges  and  risks  on
which the Company is focused.

Significant  Accounting Policies & Estimates

      The  discussion  and  analysis of the  Company's  financial
condition  and results of operations are based upon the Company's
consolidated financial statements, which have been prepared    in
accordance    with   accounting principles generally accepted  in
the United States of America.

                              -15-

<PAGE>

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

The preparation of these financial statements requires management
to  make estimates and judgments that affect the reported amounts
of  assets  and liabilities, revenues and expenses,  and  related
disclosure  of contingent assets and liabilities at the  date  of
the  Company's  financial statements. Actual results  may  differ
from these estimates under different assumptions or conditions.

      Significant accounting policies are defined as  those  that
involve  significant  judgment and potentially  could  result  in
materially  different  results under  different  assumptions  and
conditions.   Management  believes  the   following   significant
accounting   policies  are  affected  by  our  more   significant
judgments  and estimates used in the preparation of the Company's
financial  statements. For a detailed description  of  these  and
other  accounting  policies, see Note  1  in  the  notes  to  the
Company's  financial  statements  included  in  this  Form  10-K.
Management  has  discussed each of these  significant  accounting
policies with the audit committee of the Board of Directors.

     Real Estate Investments

      The  Company  applies Financial Accounting Standards  Board
Statement No. 144, "Accounting for the Impairment or Disposal  of
Long-Lived   Assets",  to  measure  impairment  in  real   estate
investments.  Rental  properties are individually  evaluated  for
impairment  when conditions exist which may indicate that  it  is
probable  that  the  sum of expected future  cash  flows  (on  an
undiscounted  basis without interest) from a rental  property  is
less  than  its historical net cost basis. These expected  future
cash  flows  consider  factors such as future  operating  income,
trends  and  prospects as well as the effects of leasing  demand,
competition  and  other  factors.  Upon  determination   that   a
permanent impairment has occurred, rental properties are  reduced
to  their  fair  value.  For properties to  be  disposed  of,  an
impairment  loss  is  recognized  when  the  fair  value  of  the
property,  less  the estimated cost to sell,  is  less  than  the
carrying amount of the property measured at the time there  is  a
commitment  to  sell  the property and/or it  is  actively  being
marketed  for sale. A property to be disposed of is  reported  at
the  lower  of its carrying amount or its estimated  fair  value,
less its cost to sell. Subsequent to the date that a property  is
held for disposition, depreciation expense is not recorded.

     Securities Available for Sale

      Investments in liquid real estate assets consist  primarily
of  marketable  equity REIT securities.  Management  reviews  our
marketable securities for impairment on an annual basis, or  when
events  or  circumstances occur. If a decline in  fair  value  is
determined  to be other than temporary, an impairment  charge  is
recognized  in  earnings  and the cost basis  of  the  individual
security  shall be written down to fair value as  the   new  cost
basis.   Management's evaluation includes consideration of events
that  may be attributable to the unrealized loss, including among
other things, the credit-worthiness of the issuer, length of time
that  a  security  had  a  continuous unrealized  loss,  and  the
financial position of the issuing company.

                              -16-

<PAGE>

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

 Revenue Recognition and Estimates

      Estimates  are  used to establish amounts  receivable  from
tenants  for  such things as annualized rents, real estate  taxes
and  other cost recoveries. In addition, an estimate is made with
respect  to  whether  a  provision  for  allowance  for  doubtful
accounts receivable and loans
receivable  is  necessary. The allowance  for  doubtful  accounts
reflects  management's estimate of the amounts  of  the  recorded
accounts  receivable and loans receivable at  the  balance  sheet
date  that  will not be realized from cash receipts in subsequent
periods.  If  cash receipts in subsequent periods vary  from  our
estimates,  or  if  the  Company's tenants'  financial  condition
deteriorates  as  a result of operating difficulties,  additional
changes to the allowance may be required.

Results of Operations

 Year Ended December 31, 2003 vs. Year Ended December 31, 2002

     Income  is  comprised  primarily of  interest  and  dividend
income  and rental income.  On March 30, 2001, the Company exited
the  manufactured  home  sales business since  it  proved  to  be
unprofitable.  During 2003 and 2002, sales of manufactured homes,
cost  of  sales of manufactured home, selling expense  and  other
expenses  are  directly attributable to the sale  of  repossessed
manufactured homes.

     Rental  income increased $718,070, from $1,016,513  for  the
year  ended  December 31, 2002 to $1,734,583 for the  year  ended
December  31,  2003.   This  increase is  due  primarily  to  the
addition  of  the  rental  and  reimbursement  revenue  from  the
Wheeling, Illinois acquisition made in August 2003.  Annual  rent
for  this new property is $642,003.   In addition, rental  income
includes a full year of rental and reimbursement revenue from the
Cheektowaga, New York property, which was purchased in  September
2002.

      Interest  and  dividend  income  decreased  $155,455,  from
$1,247,379 for the year ended December 31, 2002 to $1,091,924 for
the  year  ended  December 31, 2003.   The  decrease  is  due  to
increased redemptions in 2003 of higher yielding preferred stocks
held  during 2002 and lower average balance of securities  during
2003  as  compared to 2002.    The average balance of  securities
available for sale was $11,128,557 and $12,614,666 for the  years
ended December 31, 2003 and 2002, respectively.  Weighted average
yield  of  the securities portfolio was 8.38% and 9.88%  for  the
years  ended  December  31,  2003 and  2002,  respectively.   The
balance of securities available for sale at December 31, 2003 and
2002 was $15,443,909 and $12,844,937, respectively.

Gain on sale of securities available for sale increased $529,489,
from  $181,002 for the year ended December 31, 2002  to  $710,491
for   the   year   ended   December 31, 2003.  The  increase   in
gain  on  sale  is  due to the Company taking  advantage  of  the
unrealized gains experienced in the

                              -17-

<PAGE>


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

portfolio  during  2003  and  the increased  redemptions  of  the
preferred stock holdings by the issuers.  The Company invests  in
securities as proxy for real property until suitable acquisitions
are  available and for additional income. If the market value  of
REIT  stocks begins to decline, the Company does not expect  that
it  would  be  recording  the same  level  of  gain  on  sale  of
securities available for sale in future years that it recorded in
2003.   The  securities portfolio at December  31,  2003  has  an
unrealized gain of 13%.

     Real  estate taxes increased $11,484, from $102,955 for  the
year  ended  December 31, 2002 to $144,439  for  the  year  ended
December 31, 2003.  Depreciation expense increased $119,377, from
$208,521 for the year ended December 31, 2002 to $327,898 for the
year ended December 31, 2003.  The increase in these expenses  is
due  primarily to the purchase of the Wheeling, Illinois property
during 2003.

      Interest expense increased $184,537, from $792,667 for  the
year  ended  December 31, 2002 to $977,204  for  the  year  ended
December 31, 2003.  The increase is due primarily to the interest
related  to  the  mortgage  for the  purchase  of  the  Wheeling,
Illinois property during 2003.

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

     Income  is  comprised  primarily of  interest  and  dividend
income  and rental income.  On March 30, 2001, the Company exited
the  manufactured  home  sales business since  it  proved  to  be
unprofitable.   Sales of manufactured homes,  cost  of  sales  of
manufactured  home, selling expense, other expenses and  salaries
and  employee  benefits decreased during the year ended  December
31,  2002 as compared to the short year ended December 31,  2001.
These  changes  are directly attributable to the exiting  of  the
manufactured home sales business.

      Rental  income  increased $810,343, from $206,170  for  the
short  year  ended December 31, 2001 to $1,016,513 for  the  year
ended  December 31, 2002.  This increase is due primarily to  the
addition  of  the  rental  and  reimbursement  revenue  from  the
Cheektowaga, New York acquisition made in September 2002.  Annual
rent for this property is $406,020.

      Interest  and  dividend  income  increased  $299,888,  from
$947,491 for the short year ended December 31, 2001 to $1,247,379
for  the  year  ended  December 31, 2002.  The  increase  is  due
primarily  to  an increase in the securities available  for  sale
portfolio.   Securities available for sale at December  31,  2002
and 2001 were $12,844,937 and $11,656,770, respectively.

      Gain  on  sale  of securities available for sale  decreased
$73,646, from $254,648 for the short year ended December 31, 2001
to  $181,002  for the year ended December 31, 2002.  The  company
sold  less  securities in 2002 as compared to 2001  due  to  cash
needs  for  acquisitions.  Two properties were purchased  in  the
short year ended December 31, 2001 (Carlsdadt, New Jersey in July
2001  and  White Bear Lake, Minnesota in December 2001)  and  one
property  was  purchased  in the year  ended  December  31,  2002
(Cheektowaga, New York).

                              -18-

<PAGE>

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

      Real  estate taxes increased $100,539, from $2,416 for  the
short year ended December 31, 2001 to $102,955 for the year ended
December 31, 2002.  Depreciation expense increased $128,521, from
$80,000  for  the short year ended December 31, 2001 to  $208,521
for  the  year  ended December 31, 2002.  The increase  in  these
expenses  is  due to the purchases of White Bear Lake,  Minnesota
and Cheektowaga, New York.

      Salaries and employee benefits, professional fees and other
expenses annualized remained relatively stable.

      Interest expense increased $419,508, from $373,159 for  the
short year ended December 31, 2001 to $792,667 for the year ended
December  31,  2002.    The  increase is  due  primarily  to  the
interest  related  to  the  mortgage  for  the  purchase  of  the
Cheektowaga,  New York property during 2002 and a  full  year  of
interest  on  the  mortgage  on the White  Bear  Lake,  Minnesota
property.

Off-Balance Sheet Arrangements and Contractual Obligations

       The   Company  has  not  executed  any  off-balance  sheet
arrangements.

      The  following  is  a summary of the Company's  contractual
obligations as of December 31, 2003:


    Contractual               Less than                        More than
    Obligations     Total       1 year  1-3 years   3-5 years   5 years
    __________      _____     _________ _________   _________  ________

   Mortgages
     Payable    $15,889,239   $603,801  $1,331,205  $1,515,124 $12,439,109

   8% Convertible
     Subordinated
     Debentures
     (1)          5,370,000         -0-         -0-         -0-  5,370,000

   Notes Payable
     (2)          1,075,000     575,000    500,000         -0-         -0-

   Retirement
     Benefits        25,000          -0-        -0-         -0-     25,000

   Total        $22,359,239   $1,178,801 $1,831,205 $1,515,124 $17,834,109


  (1)  The Convertible Subordinated Debentures are due 2013,
     however, the principal amount is convertible at any time by the
     holder prior to redemption or maturity to common stock of the
     Company.  See Note 6 in the Consolidated Financial Statements for
     additional disclosure.

  (2)  The Company paid these notes payable in full on January 26, 2004.



                              -19-


<PAGE>

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

Liquidity and Capital Resources and Changes in Financial Condition

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

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

     Net cash provided by operating activities for the year ended
December  31,  2003, 2002, and the short year ended December  31,
2001 amounted to $898,188, $1,401,577 and $287,493, respectively.
The  increases  since 2001 were due primarily to  profitable  and
expanded operations.

      Cash  flows  used in investing activities were $13,190,104,
$5,018,312, and $6,222,715 for the years ended December 31,  2003
and  2002  and  for  the  short year  ended  December  31,  2001,
respectively.

      The  Company  intends  to grow its real  estate  investment
portfolio.    During the past three years, the Company  purchased
four  warehouse facilities at an aggregate cost of  approximately
$24,000,000.   The  Company  financed these  purchases  primarily
through  mortgages on its acquisitions.  The Company  expects  to
make additional real estate acquisitions from time to time.    In
2004   and  2005  the  Company  plans  to  acquire  approximately
$40,000,000 in properties.  The funds for these acquisitions  may
come  from  mortgages  secured for the acquisitions,  other  bank
borrowings,  proceeds  from the Dividend Reinvestment  and  Stock
Purchase Plan, proceeds from private placements, or proceeds from
sales  of  the  Company's investment securities.  To  the  extend
funds   or  appropriate  properties  are  not  available,   fewer
acquisitions  will be made.  Funds generated are expected  to  be
sufficient   to  meet  debt  service  requirements  and   capital
expenditures of the Company.

       Total   real   estate  investments,  net  of   accumulated
depreciation,  increased by $11,239,034  during  the  year  ended
December 31, 2003.  This was due primarily to the purchase  of  a
new warehouse facility in Wheeling, Illinois, partially offset by
depreciation for the year.

                              -20-

<PAGE>

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

      The  Company also invests in debt and equity securities  of
other   REIT's   as  a  proxy  for  real  estate  when   suitable
acquisitions are not available, for liquidity, and for additional
income.    The  Company  from time to  time  may  purchase  these
securities  on margin when there is adequate yield  spread.    At
December   31,  2003,  the  securities  portfolio   balance   was
$15,443,909  with margin loans of $3,982,824.  During  2003,  the
Company's  security  portfolio increased  by  $2,598,972  due  to
purchases of $7,872,935 and an increase in the unrealized gain of
$78,608,  partially offset by sales, redemptions, and returns  of
principal  of  $5,352,571.   During 2003,  the  Company  sold  or
redeemed $4,642,080 in securities cost to recognize a portion  of
the unrealized gains in the portfolio, recognizing a gain on sale
of   securities    available    for    sale   of  $710,491.   The
securities   portfolio   at  December 31, 2003 had experienced an
increase  in   value   from  cost  of approximately 13%, however,
there  are  no    assurances   such increases will continue.  The
Company anticipates that  it  will make additional investments in
REIT securities if funds  are available and suitable acquisitions
of properties  are not available.

      Loans  receivable relate to the financing  of  manufactured
home  sales  when  the  Company was engaged in  the  manufactured
mobile  home  sales  business.  Loans  receivable  decreased   by
$372,469  during the year ended December 31, 2003.  This decrease
was  primarily due to collections of $186,701. The  Company  also
repossessed  the collateral for loans receivable of $185,768  and
placed it into inventory.

      Cash  flows  from  financing activities  were  $12,431,908,
$3,183,391, and $6,450,215 for the years ended December 31,  2003
and  2002  and  for  the  short year  ended  December  31,  2001,
respectively.

      Mortgages payable increased by $7,272,834 due mainly to the
mortgage of $7,670,000 related to the new acquisition in 2003  of
the   industrial  property  in  Wheeling,  Illinois,  offset   by
principal  payments  on  mortgages of  $397,166.   Loans  payable
decreased by $3,124,078 due to net repayments of the margin  loan
and  other  bank loans.  The Company used a portion  of  proceeds
from  the Debentures to repay these loans.   Financing costs  and
leasing costs increased by $844,283 primarily as a result of  the
purchase  of  the  Wheeling, Illinois property,  (loan  costs  of
$116,525  and lease costs of $393,085), and the issuance  of  the
Debentures  (costs of $372,867), partially offset by amortization
of $38,194.

      On  October  21,  2003,  the Company  completed  a  private
placement  offering  of  $5,370,000 (less  $372,867  in  offering
costs)  of 8% Convertible Subordinated Debentures  due  in  2013.
The  Debentures are convertible into common stock of the  Company
at  any  time prior to redemption or maturity, at the  conversion
price  of $6.00 per share (equivalent to a rate of 166.67  shares
of  common stock for each $1,000 principal amount).   The Company
may  redeem the Debentures at scheduled prices at any time on  or
after  October  23,  2004 or prior to October  23,  2004  if  the
closing stock price of our common stock has exceeded 150% of  the
conversion  price for at least 20 trading says in the consecutive
30-day  trading  period.  The Debenture  proceeds  were  used  to
invest  in  REIT  securities  and pay  down  margin  loans  until
suitable acquisitions of real estate can be found.

                              -21-

<PAGE>

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

      Shareholders' equity increased from $9,110,010 at  December
31, 2002 to $12,371,005 at December 31, 2003.   The Company has a
Dividend Reinvestment and Stock Purchase Plan (the DRIP) in which
participants  purchase stock from the Company at  a  discount  of
approximately  5%  of  market price.  During  2003,  a  total  of
$2,872,459  in  additional capital was raised through  the  DRIP.
The  success  of the DRIP has resulted in substantial improvement
in  the Company's liquidity and capital resources in 2003.  It is
anticipated,  although  no  assurances  can  be  given,  that   a
comparable  level of participation will continue in the  DRIP  in
2004.   During 2003, three directors and key employees  exercised
their  stock options and purchased 70,000 shares for a  total  of
$205,000.

Recent Accounting Pronouncements

      FASB  Interpretation  No.  46,  Consolidation  of  Variable
Interest  Entities "FIN 46" was issued in January  2003  and  was
reissued  as  FASB Interpretation No. 46 (revised December  2003)
(FIN  46R).  For public entities, FIN 46 or FIN 46R is applicable
to  all special-purpose entities (SPEs) in which the entity holds
a  variable interest no later than the end of the first reporting
period  ending  after December 15, 2003, and immediately  to  all
entities created after January 31, 2003.  The effective dates  of
FIN  46R  vary depending on the type of reporting enterprise  and
the type of entity that the enterprise is involved with.  FIN  46
and FIN 46R may be applied prospectively with a cumulative-effect
adjustment  as  of the date on which it is first  applied  or  by
restating previously issued financial statements for one or  more
years with a cumulative-effect adjustment as of the beginning  of
the first year restated.  FIN 46 and FIN 46R provides guidance on
the  identification  of entities controlled through  means  other
than  voting rights.  FIN 46 and FIN 46R specifies how a business
enterprise should evaluate its involvement in a variable interest
entity  to  determine  whether to  consolidate  that  entity.   A
variable  interest  entity must be consolidated  by  its  primary
beneficiary if the entity does not effectively disperse risks  or
rewards   among  the  parties  involved.  Conversely,   effective
dispersion  of risks among the parties involved requires  that  a
company  that  previously consolidated a special purpose  entity,
upon adoption of FIN 46 or FIN 46R, to deconsolidate such entity.
Management  believes that this interpretation  will  not  have  a
material impact on the Company's financial statements.

      In   April   2003,  the  FASB issued Statement   No.   149,
Amendment of Statement 133 on Derivative Instruments and  Hedging
Activities (SFAS No. 149). SFAS No.  149  amends and    clarifies
accounting   for   derivative    instruments,  including  certain
derivative  instruments embedded  in  other contracts,   and  for
hedging  activities  under Statement  133.  SFAS   No.   149   is
effective for contracts entered  into  or modified after June 30,
2003,  with  some  exceptions, and   for  hedging   relationships
designated  after  June  30,  2003.   The  guidance    should  be
applied prospectively.    Management believes that this Statement
will  not  have  a  material impact on  the  Company's  financial
statements.

                              -22-

<PAGE>

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

        In    May  2003,  the  FASB  issued  Statement  No.  150,
"Accounting    for   Certain    Financial    Instruments     with
Characteristics  of   both Liabilities   and  Equity"  (SFAS  No.
150).   SFAS   No.   150 establishes  standards for how an issuer
classifies  and   measures certain  financial  instruments   with
characteristics  of   both liabilities  and  equity. It  requires
that  an issuer  classify  a financial instrument that is  within
its  scope  as a liability  (or an  asset in some circumstances).
Many of those instruments  were previously  classified as equity.
SFAS  No.  150 is effective  for financial  instruments   entered
into  or  modified   after   May  31, 2003,   and   otherwise  is
effective  at  the  beginning  of  the   first  interim    period
beginning  after June  15,  2003.  It  is  to  be implemented  by
reporting  the  cumulative effect of a change in   an  accounting
principle  for financial instruments created before the  issuance
date  of  the  Statement  and  still  existing  at  the beginning
of  the interim period of adoption. Restatement is not permitted.
On October 29, 2003, the FASB voted to indefinitely defer certain
provisions    of    this statement relating to    non-controlling
(minority)   interests   in  finite-like  entities.    Management
believes  that this Statement will not have a material impact  on
the Company's financial statements

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

     The Company is exposed to interest rate changes primarily as
a  result  of  its long-term debt used to maintain liquidity  and
fund  capital  expenditures and expansion of the  Company's  real
estate   investment  portfolio  and  operations.   The  Company's
interest rate risk management objectives are to limit the  impact
of  interest rate changes on earnings and cash flows and to lower
its  overall  borrowing costs.  To achieve  its  objectives,  the
Company borrows primarily at fixed rates.

                              -23-

<PAGE>

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK, (CONT.D)

     Below is the information as of December 31, 2003, concerning
the  Company's  fixed-rate debt obligations, including  principal
cash flow by scheduled maturity, weighted average interest rates,
and estimated fair value:

Long -Term                             Average
 Debt        Scheduled    Carrying     Interest  Fair Value
 Fixed Rate  Maturity      Value         Rate

             2011-2021   $15,889,239    6.44%    $16,287,506
                          ==========              ==========

     In addition to the mortgages, the Company has approximately
$1,000,000 carrying   value  in  short-term loans with Two River
Community Bank,  with  $500,000 at  6.11% and $500,000 at 7.23%.
Both loans are due in August 2004.

     The  Company  also has $3,982,824 million in  variable  rate
debt  due on demand.  This debt is primarily margin loans secured
by  marketable  securities.  The interest rate  on  these  margin
loans  range  from  3.0%  to 2.75% at  December  31,  2003.   The
carrying  value of the Company's variable rate debt  approximates
fair value at December 31, 2003.

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

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The  financial statements and supplementary data listed  in
Part IV, Item 15 (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.

                              -24-

<PAGE>

ITEM 9A - CONTROLS AND PROCEDURES

       The  Company's President and Chief Financial Officer, with
the assistance of other members of the Company's management, have
evaluated the effectiveness of the Company's disclosure  controls
and procedures as of the end of the period covered by this Annual
Report  on  Form 10-K.  Based on such evaluation,  the  Company's
President  and  Chief Financial Officer have concluded  that  the
Company's disclosure controls and procedures are effective.

       The  Company's President and Chief Financial Officer  have
also  concluded  that  there have not been  any  changes  in  the
Company's  internal  control over financial  reporting  that  has
materially  affected,  or  is  reasonably  likely  to  materially
affect, the Company's internal control over financial reporting.

                              -25-

<PAGE>


                            PART III


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

      The  following are the Directors and Executive Officers  of
the  Company  as of December 31, 2003.  Several of the  Directors
and  Officers of the Company also serve as directors  of    MREIC
and United, both publicly-owned real estate investment trusts.

                      Present Position with the Company;
                      Business Experience During Past     Director
      Name       Age  Five Years; Other Directorships       Since
     _____       ___  ______________________________      ________

Ernest V.         85  Treasurer    (1961   to   present),   1961
Bencivenga            Secretary  (1967  to  present)  and
                      Director.    Financial   Consultant
                      (1976  to  present); Treasurer  and
                      Director   (1968  to  present)   of
                      Monmouth   Real  Estate  Investment
                      Corporation, an affiliated  company
                      Secretary/Treasurer     (1984    to
                      present)   and  Director  (1969  to
                      present)  of  United Mobile  Homes,
                      Inc., an affiliated company.

Anna T. Chew      45  Vice  President (2001  to  present)   1994
                      and  Chief Financial Officer  (1991
                      to     present)    and    Director.
                      Certified Public Accountant.   Vice
                      President  (1995  to  present)  and
                      Director   (1994  to  present)   of
                      United   Mobile  Homes,  Inc.,   an
                      affiliated     company.       Chief
                      Financial    Officer    (1991    to
                      present)  of  Monmouth Real  Estate
                      Investment     Corporation,      an
                      affiliated company.

Neil Herstik     45   Director.  Attorney at Law,  Gross,   2002
                      Truss   &  Herstik,  PC  (1997   to
                      present);   First  Vice  President,
                      Marlboro  Community Players,  Inc.,
                      a   non-profit  corporation  (2000-
                      2002);    Co-founder   and   former
                      President,    Manalapan-Englishtown
                      Education Foundation, Inc., a  non-
                      profit corporation (1995-2001).

Charles P.       66   Director.     Investor;    Director   1970
Kaempffer             (1974 to present) of Monmouth  Real
                      Estate  Investment Corporation,  an
                      affiliated company; Director  (1969
                      to   present)   of  United   Mobile
                      Homes,    Inc.,    an    affiliated
                      company.     Vice   Chairman    and
                      Director   (1996  to  present)   of
                      Community Bank of New Jersey.


                              -26-

<PAGE>


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


                      Present Position with the Company;
                      Business Experience During Past     Director
      Name       Age  Five Years; Other Directorships       Since
     _____       ___  ______________________________      ________

Eugene W. Landy  70   President  (1968  to  present)  and   1961
                      Director.    Attorney    at    Law;
                      Chairman  of  the  Board  (1995  to
                      present), President (1969 to  1995)
                      of  United Mobile Homes,  Inc.,  an
                      affiliated  company; President  and
                      Director   (1968  to  present)   of
                      Monmouth   Real  Estate  Investment
                      Corporation,     an      affiliated
                      company.

Michael Landy    42   Executive   Vice   President    and   2001
                      Director.   Investor.     President
                      (1998  to  2001)  of Siam  Records,
                      LLC;     Chief    Engineer      and
                      Technical Director (1987  to  1998)
                      of   GRP   Recording Company.

Samuel A. Landy  43   Director.   Attorney at  Law  (1985   1994
                      to  present);  President  (1995  to
                      present), Vice President  (1991  to
                      1995)   and   Director   (1992   to
                      present)  of  United Mobile  Homes,
                      Inc.,    an   affiliated   company;
                      Director   (1989  to  present)   of
                      Monmouth   Real  Estate  Investment
                      Corporation,     an      affiliated
                      company.

Eugene           70   Director. Investor; Director  (1977   2001
Rothenberg            to   present)   of  United   Mobile
                      Himes, Inc. an affiliated company.

Robert R.        77   Director. Investor; Director  (1968   1963
Sampson               to  2001)  of Monmouth Real  Estate
                      Investment  Corporation;   Director
                      (1969  to present) of United Mobile
                      Homes,    Inc.,    an    affiliated
                      company;  General Partner (1983  to
                      present)   of  Sampco,   Ltd.,   an
                      investment group.


                              -27-

<PAGE>



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


Audit Committee

     The Company's Board of Directors  has  determined   that at
least one member of the Audit Committee is a financial expert.

Delinquent Filers

     There have been no delinquent filers pursuant to Item 405 of
regulation S-K, to the best of management's knowledge

Code of Ethics

     The   Company  has adopted the Code of Business Conduct and
Ethics (the Code of Ethics).   The Code of Ethics can  be  found
at the Company's  website  at  www.monmouthcapital.com,  as well
as attached to this filing at Exhibit 14.

ITEM 11.    EXECUTIVE COMPENSATION

Summary Compensation Table

      The following Summary Compensation Table shows compensation
paid  by  the Company to its Chief Executive officer for services
rendered during the year ended December 31, 2003, 2002,  and  the
short  year  ended  December  31,  2001.   Because  no  executive
officers   received  total  annual  salary  and  bonus  exceeding
$100,000,  only  the  compensation paid to  the  Chief  Executive
officer  is  to  be disclosed under the Securities  and  Exchange
Commission disclosure requirements.

 Name and Principal                  Compensation
   Position                          Salary    Bonus      Other
 __________________                  ______    _____      _____

 Eugene W. Landy          12/31/03   $50,000   None   $ 20,700(1)
 Chief Executive Officer  12/31/02    50,000   None     20,700(2)
                          12/31/01    37,500   None      1,600(3)


(1)  Represents  directors' fees and legal fees of $17,500.
(2)  Represents directors' fees and legal fees of $17,500.
(3)  Represents directors' fees.

                              -28-

<PAGE>


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

Stock Option Plan

      The  following  table sets forth for the executive  officer
named  in  the Summary Compensation Table, information  regarding
stock options outstanding at December 31, 2003:

                             Number of              Value of
                             Unexercised          Unexercised
                         Options at Year-End  Options at Year-End
         Shares   Value      Exercisable/          Exercisable/
  Name  Exercised Realized   Unexercisable         Unexercisable


Eugene W.
  Landy   -0-      N/A      50,000/  -0-       $164,000/    $-0-

Compensation of Directors

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

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 the Committee's own
familiarity with the officer.

      The  final  criteria in setting compensation is  comparable
wages  in  the  industry.   In  this regard,  the  REIT  industry
maintains excellent statistics.

                              -29-

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

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.

                                        Compensation Committee:

                                        Charles P. Kaempffer
                                        Eugene D. Rothenberg
                                        Robert G. Sampson

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
  Year Ended       Capital        NASDAQ      NASDAQ
 December 31,    Corporation      Total     Financial
  __________     __________     __________  __________

     1998             100           100        100
     1999              74           185         99
     2000              74           112        107
     2001              88            89        118
     2002             126            61        121
     2003             251            92        164

                              -30-

<PAGE>


ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT

      As  of December 31, 2003, no person owned of record or  was
known  by  the Company to beneficially own more than  5%  of  the
shares, except as follows:

     The  following table lists information with respect  to  the
beneficial ownership of the Company's Common Stock as of December
31, 2003 by:

     -   each  person  known by the Company to  beneficially  own
     more than five percent of the Company's outstanding shares;

     -  the Company's directors;

     -  the Company's executive officers; and

    -   all of the Company's executive officers and directors  as
     a group.

     Unless  otherwise  indicated, the person  or  persons  named
below  have  sole voting and investment power and  that  person's
address  is  c/o  Monmouth Capital Corporation, Juniper  Business
Plaza, 3499 Route 9 North, Suite 3-C, Freehold, New Jersey 07728.
In  determining the number and percentage of shares  beneficially
owned  by each person, shares that may be acquired by that person
under options exercisable within 60 days of December 31, 2003 are
deemed   beneficially  owned  by  that  person  and  are   deemed
outstanding  for  purposes of determining  the  total  number  of
outstanding shares for that person and are not deemed outstanding
for that purpose for all other shareholders.

                                                    Percentage
                              Amount and Nature     of Shares
      Name and Address          of Beneficial        Outstanding
     of Beneficial Owner        Ownership (1)          (2)

Albert D. Mason, Inc.
50 Congress Street Suite 843
Boston, MA  02109                    687,571 (3)          22.31%

Ernest V. Bencivenga                   8,515 (4)            .28%

Anna T. Chew                          19,024 (5)            .62%

Neal Herstik                             500                .02%

Charles P. Kaempffer                  15,331 (6)            .50%

Eugene W. Landy                      292,862 (7)           9.35%


                              -31-

<PAGE>

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT, (CONT'D.)

Michael Landy                         40,676 (8)           1.32%

Samuel A. Landy                      126,584 (9)           4.11%

Eugene Rothenberg                          5,127            .17%

Robert G. Sampson                         16,986            .55%

Directors and Officers as a
  Group (10)                             525,605          16.78%


  (1)   Except   as  indicated in the  footnotes to this table and
     pursuant to applicable community  property laws, the  Company
     believes that the persons named in the table have sole voting
     and investment power with respect to all Shares listed.

  (2)   Based on the number of shares outstanding on December 31,
     2003 which was 3,081,463.

  (3)   Based  upon Form SC 13D filed with the SEC by  Albert  D.
     Mason, Inc   on November 5, 2003 which notes that holder has
     sole   voting   and  dispositive power with respect to those
     shares.

  (4)   Includes 6,728 shares held by Mr. Bencivenga's wife.

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

  (6)   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.

  (7)   Includes  (a) 9,543 shares held by Mr. Landy's  wife; (b)
     32,835  shares held in the Landy & Landy Employees'  Pension
     Plan,  of  which Mr. Landy is a Trustee with power to  vote;
     (c)   69,051  shares  held in the Landy  &  Landy Employees'
     Profit   Sharing  Plan,   of which   Mr.  Landy  is  Trustee
     withpower   to      vote;  and  (d)  14,545 shares  held  by
     Landy Investments, Ltd.of which Mr. Landy has power to vote;
     and (e)  20,000 shares      held in the Eugene W. and Gloria
     Landy Family  Foundation, a  charitable trust, of which  Mr.
     Landy   has    power  to   vote. Also includes 50,000 Shares
     issuable upon exercise of a stock option.

  (8)    Includes   11,487   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.

  (9)    Includes  (a)  14,899 shares held by Mr. Landy's   wife;
     (b)      17,477    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)   28,995  shares  in the Samuel Landy\
     Family   Limited Partnership.

 (10)    Excludes 38,225 shares owned by MREIC and 78,910 shares
     owned by United.  Eugene W. Landy owns beneficially approx-
     mately 6.46% of MREIC and 12.51% of United.

                              -32-

<PAGE>


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Certain   relationships and related party transactions are
incorporated herein by reference to part IV, Item 15(a)(1)(vi),
Note 11 of the    Notes   to Consolidated Financial Statements-
Payments to Affiliated  Persons and Related Party Transactions.

ITEM 14  - PRINCIPAL ACCOUNTING FEES AND SERVICES

       Cowan, Gunteski & Co., P.A. (Cowan Gunteski) served as the
Company's  independent auditors for the years ended December  31,
2003  and  2002.   The  following are the fees  billed  by  Cowan
Gunteski in connection with services rendered:

                            2003           2002
                           _____          _____
Audit Fees                 $21,162        $19,000
Audit Related Fees             -0-            -0-
Tax Fees                    11,000         10,000
All Other Fees                 -0-            -0-
                          ________       ________
    Total Fees             $32,162        $29,000
                          ========       ========

      Audit fees include professional services rendered by  Cowan
Gunteski   for  the  audit  of  the  Company's  annual  financial
statements  and reviews of financial statements included  in  the
Company's  quarterly  reports on  Form  10-Q.   Audit  fees  also
include  services  that are normally provided  by  the  Company's
independent auditors in connection with statutory and  regulatory
filings,  such  as  consents and assistance with  and  review  of
documents filed with the Securities and Exchange Commission.

      Tax  fees include professional services rendered  by  Cowan
Gunteski  for the preparation of the Company's federal and  state
corporate tax returns and supporting schedules as may be required
by  the  Internal  Revenue  Service and applicable  state  taxing
authorities.  Tax fees also include other work directly affecting
or  supporting  the  payment  of taxes,  including  planning  and
research of various tax issues.

Audit Committee Pre-Approval Policy

      The  Audit  Committee has adopted a  policy  for  the  pre-
approval  of  audit and permitted non-audit services provided  by
the  Company's  principal  independent accountants.   The  policy
requires  that  all services provided by Cowan  Gunteski  to  the
Company,  including audit services, audit-related  services,  tax
services  and  other  services,  must  be  pre-approved  by   the
Committee.  The pre-approval requirements do not prohibit day-to-
day normal tax consulting services, which matters will not exceed
$5,000 in the aggregate.

     The Audit Committee has determined that the provision of the
non-audit services described above is compatible with maintaining
Cowan Gunteski's independence.

                              -33-

<PAGE>

                             PART IV

ITEM 15.    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                                    36

(ii)    Consolidated Balance Sheets                       37-38

(iii)   Consolidated Statements of Income                   39

(iv)    Consolidated Statements of Shareholders' Equity     40

(v)     Consolidated Statements of Cash Flows               41

(vi)    Notes to Consolidated Financial Statements        42-61

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

(a)     The  Exhibits  set  forth  in  the  following  index   of
(3)     Exhibits are filed as 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-KA  No.  2
        for the year ended March 31, 1994.

(14)    Code of Business Conduct and Ethics

(21)    Subsidiaries of the Registrant - During fiscal 1994,  the
        Registrant  formed a wholly-owned subsidiary, The  Mobile
        Home  Store,  Inc.,  to  finance  and  sell  manufactured
        homes.    This  subsidiary  merged  into  the  Registrant
        during  2001.   During  2001,  the  Registrant  formed  a
        subsidiary,  Palmer  Terrace Realty Associates,  LLC,  to
        purchase  a warehouse facility in Carlstadt, New  Jersey.
        During   2003,   the  Registrant  formed  a   subsidiary,
        Wheeling  Partners, LLC, to purchase a warehouse facility
        in Wheeling, Illinois.

(23)    Consent of Cowan, Gunteski & Co., P.A.

                              -35-

<PAGE>


ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
          FORM 8-K, (CONT'D.)

 Exhibit No.                     Description

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

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

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

(b)      Reports  on Form 8-K - On October 27, 2003, the Company
         announced the placement of $5,370,000 of 8% Convertible
         Subordinated Debentures due in 2013.

                              -35-

<PAGE>

                  INDEPENDENT AUDITORS' REPORT


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


     We have audited the accompanying consolidated balance sheets
of Monmouth Capital Corporation as of December 31, 2003 and 2002,
and  the related consolidated statements of income, shareholders'
equity and cash flows for the years ended December 31, 2003, 2002
and  the  short  year ended December 31, 2001.   These  financial
statements  are  the responsibility of the Company's  management.
Our  responsibility is to express an opinion on  these  financial
statements based on our audits.

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

      In  our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,  the
financial  position of Monmouth Capital Corporation  at  December
31,  2003  and  2002,  and  the  consolidated  results  of  their
operations  and their cash flows for the year ended December  31,
2003,   2002  and   the  short  year  ended December 31, 2001, in
conformity  with  accounting principles generally accepted in the
United States  of America.


                         /s/ Cowan, Gunteski & Co., P.A.


March 11, 2004
Toms River, New Jersey

                              -36-

<PAGE>



                  MONMOUTH CAPITAL CORPORATION
                   CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                               <C>            <C>
                                  December 31,   December 31,
            ASSETS                   2003            2002
            ______                ___________    ___________

Real Estate Investments:
Land                                 $5,838,603     $2,099,065
Buildings, Improvements and
  Equipment, net of accumulated
  depreciation of  $613,750 and
  $285,852, respectively             17,249,644      9,750,148
                                     __________     __________
 Total Real Estate Investments       23,088,247     11,849,213

Loans Receivable, net of
  allowance for losses of
  $86,934 and $100,845,
  respectively                        1,515,625      1,888,094
Cash and Cash Equivalents               314,091        174,099
Accounts Receivable                      15,097         27,625
Securities Available for Sale,
  at Fair Value:
Federal National Mortgage
  Association                           546,697      3,348,671
Government National Mortgage
  Association                            69,298        149,758
Other Securities Available for
  Sale                               14,827,914      9,346,508
Inventory                                50,590        118,009
Prepaid Expenses and Other
  Current Assets                        111,553         13,942
Financing Costs, net of
  accumulated amortization of
  $42,796 and $16,879,
  respectively                          649,088        185,613
Leasing Costs, net of
  accumulated amortization of
  $12,277 and -0-, respectively         380,808            -0-
                                     __________     __________
   TOTAL ASSETS                     $41,569,008    $27,101,532
                                     ==========     ==========
</TABLE>

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

                              -37-

<PAGE>


                  MONMOUTH CAPITAL CORPORATION
               CONSOLIDATED BALANCE SHEETS (CONT.)


<TABLE>
<PAGE>
<CAPTION>
<S>                                <C>            <C>
                                   December 31,   December 31,
                                      2003            2002
                                   ___________    ___________

LIABILITIES AND SHAREHOLDERS'
EQUITY

Mortgages Payable                    $15,889,239      $8,616,405
Convertible Subordinated
  Debentures                           5,370,000             -0-
Loans Payable                          5,576,824       8,660,162
Accounts Payable and Accrued
  Expenses                               249,854         327,391
Other Liabilities                        197,844          35,000
                                      __________      __________

  Total Liabilities                   27,283,761      17,638,958
                                      __________      __________

Minority Interest                      1,914,242         352,564
                                      __________      __________
Shareholders' Equity:
  Common Stock (par value $1.00
    per share; Authorized
    10,000,000 shares; issued
    and outstanding 3,081,463
    and 2,277,537 shares
    respectively)                      3,081,463       2,277,537
  Additional Paid-In Capital           7,266,839       4,993,306
Accumulated Other Comprehensive
    Income                             1,812,797       1,734,189
Retained Earnings                        209,906         104,978
                                      __________      __________

  Total Shareholders' Equity          12,371,005       9,110,010
                                      __________      __________

 TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY              $41,569,008     $27,101,532
                                      ==========      ==========
</TABLE>

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


                              -38-

<PAGE>


                  MONMOUTH CAPITAL CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME



<TABLE>
<CAPTION>
<S>                         <C>          <C>           <C>
                               For the      For the    For the Short
                              Year Ended   Year Ended    Year Ended
                             December 31, December 31,  December 31,
                                 2003         2002          2001
Income:
  Rental Income                1,734,583   $1,016,513     $206,170
  Interest and Dividend
    Income                     1,091,924    1,247,379      947,491
  Sales of Manufactured
    Homes                        269,690     $394,500      $35,500
  Gain on Sales of
    Securities                   710,491      181,002      254,648
  Other Income                     1,041          683          354
                               _________    _________    _________
    Total Income               3,807,729    2,840,077    1,444,163
                               _________    _________    _________
Expenses:
  Cost of Sales of
    Manufactured Homes           257,502      390,003       33,836
  Selling Expense                 13,025        5,066          -0-
  Real Estate Taxes              114,439      102,955        2,416
  Salaries and Employee
    Benefits                     177,257      178,586      136,346
  Professional Fees               71,825       81,554       86,201
  Interest Expense               977,204      792,667      373,159
  Depreciation                   327,898      208,521       80,000
  Other Expenses                 486,318      480,580      314,607
                               _________    _________    _________
    Total Expenses             2,325,468    2,239,932    1,026,565
                               _________    _________    _________
Income Before Minority
Interest                       1,382,261      600,145      417,598
Minority Interest                 98,829       45,507       19,393
                               _________    _________    _________

NET INCOME                    $1,283,432     $554,638     $398,205
                              ==========   ==========   ==========
NET INCOME  PER
  SHARE-BASIC AND DILUTED
    Basic                        $   .45      $   .29      $   .25
                              ==========   ==========   ==========
    Diluted                      $   .34      $   .29      $   .25
                              ==========   ==========   ==========
WEIGHTED AVERAGE
  SHARES OUTSTANDING:
      BASIC                    2,824,809    1,924,860    1,597,213
                               =========    =========    =========
      DILUTED                  3,747,584    1,941,477    1,602,787
                               =========    =========    =========
</TABLE>

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

                              -39-

<PAGE>


                  MONMOUTH CAPITAL CORPORATION
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
<S>           <C>        <C>         <C>         <C>     <C>       <C>
                                             Accumulated
             Common Stock Issued   Additional Other Com-             Com-
             ___________________     Paid-In  prehensive  Retained prehensive
             Number      Amount      Capital     Income   Earnings   Income
             ______      ______      _______  __________  ________  ________

 Balance
  March 31,
  2001       1,573,790  $1,573,790  $3,409,597  $1,166,296 $314.259
 Common
  Stock
  Issued with
  DRIP*        123,224     123,224     231,240         -0-      -0-
 Net Income        -0-         -0-         -0-         -0-  398,205  $398,205
                                                                      =======
 Distributions     -0-         -0-         -0-         -0- (413,627)

 Unrealized Net
  Holding Gains
  on Securities
  Available for
  Sale             -0-         -0-         -0-     522,838       -0-  522,838
              _________   _________   _________   _________  _______  _______

 Balance
  December 31,
  2001        1,697,014   1,697,014   3,640,737   1,689,134  298,837 $921,043
                                                                      =======
 Common
  Stock
  Issued with
  DRIP          580,523     580,523   1,352,569       -0-        -0-
 Net Income         -0-         -0-         -0-       -0-    554,638  $554,638
 Distributions      -0-         -0-         -0-       -0-   (748,497)

 Unrealized Net
  Holding Gains
  on Securities
  Available for
  Sale              -0-         -0-         -0-      45,055      -0-   45,055
              _________   _________   _________   _________    ______  ______
 Balance
  December 31,
  2002        2,277,537   2,277,537   4,993,306   1,734,189   104,978 $599,693
                                                                       =======

 Common
  Stock
  Issued with
  DRIP         733,926     733,926   2,138,533       -0-        -0-
 Common Stock
  Issued from
  Exercise of
  Stock Option   70,000      70,000     135,000      -0-        -0-


 Net Income         -0-         -0-         -0-     -0-  1,283,432  $1,283,432
 Distributions      -0-         -0-         -0-     -0- (1,178,504)
 Unrealized Net
  Holding Gains
  on Securities
  Available for
  Sale              -0-         -0-         -0-    78,608       -0-     78,608
               ________   _________   _________   ________    ______   _______
  Balance
  December 31,
  2003        3,081,463  $3,081,463  $7,266,839 $1,812,797 $209,906 $1,362,040
              =========   =========   =========   =========  =======  ========
</TABLE>


*Dividend Reinvestment and Stock Purchase Plan

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

                               40

<PAGE>


                  MONMOUTH CAPITAL CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS


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

                                 For the      For the    For the Short
                                Year Ended   Year Ended   Year Ended
                                December 31, December 31, December 31,
                                   2003         2002         2001

                                __________   __________   ___________
CASH FLOWS FROM OPERATING
   ACTIVITIES
 Net Income                      $1,283,432  $ 554,638    $ 398,205
 Adjustments to reconcile
   net income to net cash
   provided by operating
   activities:
  Income Allocated to Minority
   Interest                                     45,507       19,393
  Depreciation and
    Amortization                     98,829    221,935       81,500
  Provision for Loan Losses         366,092     68,500      134,400

  Gain on Sale of Securities
   Available for Sale              (710,491)   (181,002)    (254,684)
Changes In Operating Assets
   and Liabilities:
   Accounts Receivable                12,528    129,667     (109,587)
   Inventory                         253,187    390,003          -0-
   Prepaid Expenses and Other
     Current Assets                 (490,696)     3,306      (17,973)
   Accounts Payable and Accrued
     Expenses                        (77,537)   168,680       29,096
   Other Liabilities                 162,844        343        7,143
                                   _________  _________     ________
Net Cash Provided  by Operating
  Activities                         898,188   1,401,577     287,493
                                   __________  _________     _______
CASH FLOWS FROM INVESTING
  ACTIVITIES
    Loans Made                             -0-  (110,600)        -0-
    Collections and Other
      Decreases in Loans
      Receivable                     186,701    297,096      263,206
    Purchase of Securities
      Available for Sale          (7,872,935) (3,617,631)   (204,907)
    Proceeds from Sales and
      Other Decreases in
      Securities Available
      for Sale                     6,063,062   2,655,521   1,602,957
    Additions to Real Estate
      Investments                (11,566,932) (4,242,698  (7,883,971)
                                 ___________   _________  __________
Net Cash Used in Investing
  Activities                     (13,190,104) (5,018,312)  (6,222,715)
                                   _________  __________     ________
CASH FLOWS FROM FINANCING
  ACTIVITIES
    Proceeds from Mortgages        7,670,000    3,100,000    5,736,250
    Proceeds from Convertible
      Subordinated Debenture        5,370,000         -0-          -0-
    Proceeds from Loans               500,000         -0-      900,000
    Net (Decrease) Increase
      in Margin Loans Payable
      and Inventory Financing      (3,583,338)    (789,771)   (323,632)
    Principal Payments of
      Mortgages                      (397,166)    (203,319)    (16,526)
    Financing Costs on Debt          (489,392)     (66,118)   (116,374)
    Increase (decrease) in
      Minority Interest             1,462,849      (41,996)    329,660
    Dividends Paid                   (913,994)    (551,994)   (320,264)
    Proceeds from the Issuance
      of Class A Common Stock       2,607,949    1,736,589     261,101
    Proceeds from Exercise of
      Stock Options                   205,000          -0-         -0-
                                     ________    _________    _________
Net Cash Provided by Financing
  Activities                       12,431,908    3,183,391    6,450,215
                                    _________    _________    _________
Net Increase (Decrease) in
   Cash and Cash Equivalents          139,992     (433,344)     514,993
Cash and Cash Equivalents at
  Beginning of Year                   174,099      607,443       92,450
                                     ________    _________     ________
Cash and Cash Equivalents at
  End of Year                       $ 314,091    $ 174,099     $ 607,443
                                      =======      =======      ========
</TABLE>

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


                              -41-

<PAGE>


                  MONMOUTH CAPITAL CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2003

NOTE 1 - CHANGE IN YEAR END TO CALENDAR YEAR

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

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES

      Monmouth Capital Corporation is a corporation organized  in
the  State  of  New Jersey, in 1961.  The Company operates  as  a
qualified real estate investment trust (REIT) under Sections 856-
860  of  the  Internal  Revenue Code (the Code)  and  intends  to
maintain  its  qualification as a  REIT  in  the  future.   As  a
qualified REIT, with limited exceptions, the Company will not  be
taxed  under  federal and certain state income tax  laws  at  the
corporate  level  on taxable income that its distributes  to  its
shareholders.   For special tax provisions applicable  to  REITS,
refer to Sections 856-860 of the Code.

      Prior  to  1994  the Company operated as a  small  business
investment  company.  During 1994, the Company formed  a  wholly-
owned  subsidiary, The Mobile Home Store, Inc. (MHS), to  finance
and  sell  manufactured homes.  The sales operation was conducted
at  manufactured  home communities owned by United  Mobile  Homes
(United),  a  related REIT.   The Company also invested  in  real
estate and securities.

      In  March 2001, the Company sold the existing inventory  to
United at the Company's carrying value and the Company exited the
manufactured   home  sales  business  since  it  proved   to   be
unprofitable.    On  September 26, 2001, the  Company  adopted  a
change from a fiscal year end of March 31 to a calendar year end,
effective  for  the  short year ended  December  31,  2001.   The
Company elected to be taxed as a real estate investment trust for
the  transition period ended December 31, 2001.  MHS  was  merged
into the Company on December 6, 2001.

      The  Company  has made the following property  acquisitions
since January 1, 2001:

  Date of                        Square   Property
Acquisition       Location        Feet      Type   Ownership  Tenant
__________       __________       _____    _____    _______   ______
  7/20/2001  Carlsdadt, NJ       59,400  warehouse   51%    Macy's

 12/20/2001  White Bear Lake, MN 59,425  warehouse   100%   Federal
                                                             Express

  9/18/2002  Cheektowaga, NY     62,986  warehouse   100%   Federal
                                                             Express

  8/14/2003  Wheeling, IL       107,160  warehouse    63%   Federal
                                                             Express
                                                             Ground

                              -42-

<PAGE>

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

      The  Company  is currently operating as a diversified  REIT
investing  in  real  estate equities, mortgages,  mortgage-backed
securities, and other REIT securities.

Principals of Consolidation and Minority Interests

      The  consolidated financial statements of  the  Company  at
December  31, 2003, 2002, 2001, and for each of the  years  ended
December  31,  2003, 2002, and the short year ended December  31,
2001  include the accounts and operating results of  the  Company
and  its  subsidiaries.  The Company consolidates the results  of
operations  that  have  minority  interests.   Such  consolidated
financial  statements  present the Company's  minority  interests
under the equity method of accounting.  All intercompany balances
and transactions have been eliminated in consolidation.

Use of Estimates

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

Buildings, Improvements and Equipment

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

Loans Receivable

     Interest income on loans receivable is accrued until, in the
opinion  of  management, the collection of such interest  appears
doubtful.  An allowance is recorded when it appears doubtful that
the Company will not collect the full principal amount.

Cash Equivalents

     Cash equivalents consist of money market funds.

                              -43-

<PAGE>


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

Lease Costs and Financing Costs

      Costs  incurred in connection with the execution of  leases
are  deferred  and are amortized over the term of the  respective
leases.   Unamortized  lease costs are charged  to  expense  upon
cancellation  of leases prior to the expiration of  lease  terms.
Costs  incurred in connection with obtaining mortgages and  other
financings  and refinancings are deferred and are amortized  over
the  term  of  the  related obligations.  Unamortized  costs  are
charged  to  expense  upon prepayment of the  obligation.   Costs
incurred   in   connection  with  the  Convertible   Subordinated
Debentures  (the Debentures) are deferred and are amortized  over
the  term of the Debentures.  Unamortized costs are charged  pro-
rata  to  Additional  Paid-In  Capital  upon  conversion  by  the
Debenture holders or redemption by the Company.

Securities Available for Sale

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

Inventories

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

Revenue Recognition

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

                              -44-

<PAGE>


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

Income Taxes

     The Company has elected to be taxed as a REIT under Sections
856-860  of the Internal Revenue Code.  The Company will  not  be
taxed  on  the  portion  of its income which  is  distributed  to
shareholders, provided it distributes at least 90% of its taxable
income, has at least 75% of its assets in real estate investments
and meets certain other requirements for qualification as a REIT.
Additionally,  at April 1, 2001, the Company had  certain  assets
with  built-in gains.  If these assets are sold within a ten-year
period, any gain may be taxable.

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 (2,824,809, 1,924,860 and 1,597,213
for  the  year ended December 31, 2003, 2002 and the  short  year
ended  December 31, 2001, respectively).  Diluted net income  per
share  is  calculated  by dividing net income  by  the  weighted-
average  number of common shares outstanding plus  the  weighted-
average  number of net shares that would be issued upon  exercise
of  stock options pursuant to the treasury stock method, plus the
number  of shares resulting from the possible conversion  of  the
Debentures,  (3,474,584, 1,941,477 and 1,602,787  for  the  years
ended  December 31, 2003, 2002 and the short year ended  December
31,  2001, respectively).   (See Note 7).  Options in the  amount
of  27,775, 16,617 and 5,574 are included in the diluted weighted
average shares outstanding for the year ended December 31,  2003,
2002  and  the  short year ended December 31, 2001, respectively.
Common  stock  relating  to  the  Company's  Debentures  totaling
895,000  shares are also included in the diluted weighted average
shares  outstanding for the year ended December 31,  2003.   (See
Note 6).

Stock Option Plan

      The  Company had elected to follow APB Opinion  No.  25  in
accounting  for its stock option plan prior to January  1,  2003,
and accordingly no compensation cost had been recognized prior to
January   1,   2003.   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:

                              -45-

<PAGE>


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

                                                   Short Year
                        Year Ended   Year Ended      Ended
                         12/31/03     12/31/02      12/31/01
                        __________   __________    __________

Net Income as
  Reported              $1,283,432    $554,638      $398,205

Compensation expense
  if the fair
  value method had
  been applied                  -0-      2,000        28,289

                          __________  __________     ________

Net Income Pro forma     $1,283,432    $552,638      $369,916
                         ==========    ========      ========
Net Income per share -

   Basic
      As Reported            $   .45      $  .29        $   .25
      Pro Forma              $   .45      $  .29        $   .22
   Diluted
      As Reported            $   .34      $  .29        $   .25
      Pro Forma              $   .34      $  .29        $   .22


      The  fair value of each option is estimated on the date  of
grant  using  the  Black-Scholes option pricing  model  with  the
following  weighted-average assumptions used for grants  in  2002
and short year 2001:
                                          Short year
                                  2002       2001

Dividend yield                     10%             .3%
Expected volatility                25%             25%
Risk-free interest rates          3.4%            6.5%
Expected lives (years)               5               5

     The Company adopted the fair value recognition provisions of
SFAS  No.  123,  "Accounting  for Stock  Based  Compensation"  on
January  1,  2003.   Under  the prospective  method  of  adoption
selected  by  the Company under the provisions of SFAS  No.  148,
"Accounting   for  Stock  Based  Compensation,   Transition   and
Disclosure", no compensation costs have been recognized in  2003,
as  the  Company did not grant stock-based employee  compensation
during the year ended December 31, 2003.

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.

                              -46-

<PAGE>


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

Reclassifications

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

NOTE 3 - REAL ESTATE INVESTMENTS

     On  July  20,  2002, Palmer Terrace Realty  Associates,  LLC
(Palmer   Terrace),  a  51%  owned  subsidiary  of  the  Company,
purchased  a 59,400 square foot warehouse facility in  Carlstadt,
New  Jersey  from  WXIII/MWL Real Estate Limited Partnership,  an
unrelated entity.  This warehouse facility is 100% net leased  to
Macy's  East,  Inc.,  an Ohio corporation.  The  purchase  price,
including  closing  costs, was approximately $3,200,000.   Palmer
Terrace  paid  approximately $860,000  in  cash  and  obtained  a
mortgage  of approximately $2,340,000.  This mortgage payable  is
at an interest rate of 7.75% and is due August 15, 2021.

     On  December 20, 2002, the Company purchased a 59,425 square
foot  warehouse facility in White Bear Lake, Minnesota from Jones
Development  Company, LLC, an unrelated entity.   This  warehouse
facility is 100% net leased to Federal Express Corporation.   The
purchase   price,  including  closing  costs,  was  approximately
$4,800,000.   The  Company paid approximately $300,000  in  cash,
borrowed   approximately   $1,100,000  against   its   securities
portfolio  and  obtained a mortgage of approximately  $3,400,000.
This  mortgage is at an interest rate of 7.04% and is due January
1, 2012.

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

      On  August  14, 2003, Wheeling Partners, LLC, a  63%  owned
subsidiary  of  the  Company, purchased  a  107,160  square  foot
industrial  building in Wheeling, Illinois, from Jones  Elgin  I,
LLC,  an  Illinois limited liability company (Jones Elgin).  This
warehouse  facility  is 100% subleased to  FedEx  Ground  Package
System, Inc. under a net lease for 12 years.  The purchase price,
including closing costs, was approximately $11,985,000.       The
Company      borrowed  approximately  $2,300,000  against     its
security  portfolio, obtained a bank loan of    $500,000   at  an
interest     rate  of 7.23% due August 30, 2004, and  obtained  a
mortgage  of approximately $7,670,000.  This mortgage payable  is
at an interest rate of 5.68% and is due 2021.  The property

                              -47-


NOTE 3 - REAL ESTATE INVESTMENTS (CONT'D.)

acquired  is commercial rental property and will continue  to  be
used as such.  The Company has accounted for this transaction  as
a purchase.

      The  following  is  a summary of the cost  and  accumulated
depreciation  of the Company's land, buildings, improvements  and
equipment at December 31, 2003 and 2002:

       2003              NJ         MN          NY          IL
      _____            _____      _____       _____       _____

Land                    634,065  1,025,000     440,000    3,739,538
Building              2,574,700  3,744,000   3,800,000    7,243,625
Improvements                -0-        -0-         -0-      448,534
Equipment                   -0-        -0-         -0-       52,535
                     __________ __________  __________   __________
  Total               3,208,765  4,769,000   4,240,000   11,484,232
Accumulated
Depreciation          (153,226)   (240,000)   (146,055)     (74,469)
                     __________ __________  __________   __________
Net Real Estate
  Investments        3,055,539   4,529,000   4,093,945   11,409,763
                      =========  =========   =========    =========

       2002              NJ         MN          NY          IL

Land                    634,065  1,025,000     440,000         -0-
Building              2,492,000  3,744,000   3,800,000         -0-
Improvements                -0-        -0-         -0-         -0-
Equipment                   -0-        -0-         -0-         -0-
                     __________ __________  __________   _________
  Total               3,126,065  4,769,000   4,240,000         -0-
Accumulated
Depreciation            (93,226)  (144,000)    (48,626)        -0-
                     __________  _________   _________   __________
Net Real Estate
Investments           3,032,839  4,625,000   4,191,374         -0-
                      =========  =========   =========    =========

All properties consist of industrial buildings.

                              -48-

<PAGE>


NOTE 4 - LOANS RECEIVABLE

      The following is a summary of the loans held by the Company
at December 31, 2003 and 2002:

                                                 Balance
                         Rate     Date      2003         2002
                        _____     ____      _________________

Financed Manufactured
  Homes                 10%-15%  Various  $1,577,686   $1,963,468
Other                   Various  Various      24,873       25,471
                                           _________    _________

Total Loans Receivable                     1,602,559    1,988,939
Allowance for Losses                        (86,934)    (100,845)
                                           _________    _________

Net Loans Receivable                      $1,515,625   $1,888,094
                                           =========    =========

     From  1994 through March 2001, the Company sold and financed
manufactured home units.  At December 31, 2003 and 2002, financed
manufactured  homes  consist of 74 and  88  loans,  respectively.
These  loans  range  from approximately $1,000  to  approximately
$60,000.   Loans receivable for financed manufactured  homes  are
secured  by  the property financed. Generally, the terms  of  the
loans do not exceed 20 years.

                              -49-

<PAGE>

NOTE 5 - SECURITIES AVAILABLE FOR SALE

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

     The following is a summary of investments in debt and equity
securities at December 31, 2003:


          Description             Shares     Cost     Fair Value

Equity Securities  -
  Preferred Stock:
Apartment Inv and Mgt Co 10% ClR    3,500  $  94,820     $95,092
Apartment Inv & Mgt Co 8% Cl T     16,000    400,000     413,280
AMB Property Corp 8% Sr M           4,000    100,000      99,040
Carramerica Realty Corp 7.5% Sr E   8,000    200,000     212,800
CBL Assoc 8.75% Sr B                2,000    101,200     109,600
CBL Assoc 7.75% Sr C                5,000    127,750     135,500
Corporate Office Ppts              20,000    500,000     511,950
Developers Diversified Realty
Corp Cl H                           4,000     98,480     103,920
Duke Realty Corp 6.625% Sr J        4,000    100,000     102,520
Equity Inns Inc 8.75% Sr B         10,000    251,200     271,900
Felcor  Lodging Trust 9% Sr B      30,000    608,092     751,800
Felcor Lodging Trust  1.95% Sr A    5,000     86,390     120,900
G&L Realty Corp 10.25% Sr A         1,000     15,683      25,580
Glenborough Realty Trust 7.75%SR A  6,000     87,823     147,780
Glimcher Realty Trust 9.25% Sr B    4,000     62,418     101,400
HRPT PP 9.875% Sr A                 4,000    107,680     111,760
HRPT PP 8.75% Sr B                 17,000    425,160     473,450
Health Care Property Inves. 7.1%
Sr F                               11,000    275,000     280,001
Health Care Property Inves.
7.25% Sr E                          6,000    150,000     156,000
Highwoods Properties Inc 8% Sr D    1,000     17,170      25,060
Hospitality Properties Trust
9.5%  Sr A                          8,400    180,389     217,560
Host Marriott Corp 10% Cl C         2,000     53,000      54,520
Innkeepers USA Trust 8.625%Sr A    12,900    256,170     323,790
Innkeepers USA Trust 8.0% Sr C     39,000    975,000     975,000
Keystone Property Trust 9.125%Sr D  1,100     29,920      29,865
Kilroy Realty 7.8% Sr E            20,000    500,000     511,000
Kramont Realty Trust 9.5% Sr D     23,000    405,888     581,900
Kramont Realty Trust 8.25% Sr E    40,000  1,000,000   1,000,000
Lasalle Hotel Prop. 10.25% Sr A     8,000    202,400     228,400
Mills Corp 9% Sr C                  3,000     81,960      82,500
Mills Corp 9% Sr B                  2,000     50,600      54,880
Parkway Prop 8.0% Sr D              1,000     26,600      26,500

                              -50-

 <PAGE>



           Description             Shares      Cost     Fair Value

 Pennsylvania REIT 11%               15,100   $546,151    $917,325
 Prologis Trust 6.75%                16,000    400,000     411,520
 Public Storage 6.5% Sr W             6,000    150,000     151,740
 Sizeler Property Investors
 9.75% Sr B                           1,000     25,000      28,500
 SL Green Realty 7.625% Sr C         24,000    600,000     618,000
 Saul Centers Sr A                   30,000    750,000     780,000
 Shurguard Storage 8.75% Sr D         5,000    134,200     135,250
 Shurguard Storage 8.70% Sr C         2,000     50,980      50,600
 Sovran Self Storage Inc 9.85%
   Sr B                               1,000     19,245      25,950
                                   ________   ________     _______

 Total  Equity Securities  -
   Preferred  Stock                         10,246,369  11,454,133
                                             _________   _________

 Equity Securities-Common Stock:
 HRPT Properties Trust               30,000    257,516     302,700
 Monmouth Real Estate (a related
   entity)                            1,000      7,160       8,690
 New Plan Excel Realty Trust Inc     20,000    459,250     493,400
 Pennsylvania REIT                    3,589     89,600     130,281
 Sizeler Properties Investors Inc   150,000  1,257,540   1,606,500
 Tork Time Control Inc                1,500     10,125      15,000
 Trizec PPTYS Inc                     6,500     75,945     100,100
 United Mobile Homes, Inc. (a
   related entity)                   11,000     84,826     187,110
                                             _________   _________

 Total Equity Securities-
   Common Stock                              2,241,962   2,843,781
                                             _________   _________

 Total Equity Securities                    12,488,331  14,297,914
                                             _________   _________

 Debt Securities:
 Sizeler PPTY SubDeb CPN 9% Due
   7/15/09                                     500,000     530,000
 Federal National Mortgage
   Association
   6.09% 7/1/39                                571,368     546,697
 Government National Mortgage
   Association 6.5% 2/20/14                     71,413      69,298
                                             _________   _________

 Total Debt Securities                       1,142,781   1,145,995
                                             _________   _________

 Total Securities Available
   for Sale                                $13,631,112 $15,443,90
                                             =========  =========

                              -51-

 <PAGE>


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


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

               Description               Shares     Cost     Fair Value

  Equity Securities  -
    Preferred Stock:
  Apartment Inv and Management Co 10%      1,000    $ 26,220    $ 26,250
  Associated Estates Realty Corp
    9.75% Cl A                            15,500     246,779     357,740
  Avalonbay 8% Ser D Callable              6,000     151,500     150,900
  CBL Assoc. 8.75% Sr B                    2,000     101,200     103,800
  Colonial Ppty Tr 8.75% Sr A                300       7,552       7,506
  Crown American Realty  Trust 11%        16,200     585,933     896,670
  Developers Div DepSh 8.375%              2,000      49,000      49,700
  Equity Inns Inc 9.5% Sr A               12,400     201,783     288,920
  Felcor Lodging 9% Sr B                  25,000     496,592     615,000
  Felcor Lodging Trust Inc 1.95%           5,000      86,390     104,250
  G&L Realty Corp 10.25% Sr A              1,000      15,683      22,650
  Glenborough Realty Trust 7.75%  Sr A     6,000      87,823     126,900
  Glimcher Realty Trust 9.25% Sr B         4,000      62,418      99,400
  HRPT PP 9.875% Sr A                      4,000     107,680     105,600
  HRPT PP 8.75% Sr B                      17,000     425,160     434,180
  Health Care Property Inves. 7.875%
    Sr A                                   8,000     133,417     199,200
  Health Care Property Inves.8.7% Sr B     3,000      50,860      76,200
  Highwoods Properties Inc 8% Sr D         1,000      17,170      22,350
  Hospitality Properties Trust9.5%SrA      6,400     127,413     168,896
  Innkeepers USA Trust 8.625% Sr A        10,000     182,513     242,000
  iStar Financial Inc. 8% Sr D             4,500      80,915     107,325
  JDN Realty Corp 9-3/8% Sr A             19,000     384,180     479,750
  Kimco Realty 8.50% PRB                   5,500     140,345     140,305
  Kramont Realty Trust 9.5% Sr D          25,200     444,723     633,780
  Lasalle Hotel Prop. 10.25% Sr A          8,000     202,400     212,000
  Mid America Apartment Communities
    Inc. 9.5% Sr A                         1,200      24,525      30,420
  Mid America Apartment Communities
    Inc 8.825% Sr B                       12,500     219,501     311,250
  Mills Corp 9% Rfd B                      2,000      50,600      51,500
  New Plan Excel Realty Trust
    8.625% Sr B                           12,000     291,835     302,400
  Parkway Prop 8.75% Sr A                  1,000      26,030      25,650

                              -52-

 <PAGE>



               Description               Shares     Cost     Fair Value

  Prime Retail Inc. Sr B                   1,000       5,185       5,250
  Sizeler PP PFD 9.75%                     1,000      25,000      26,300
  Sovran Self Storage Inc 9.85% Sr B       1,000      19,245      26,000
  Thornburg Mortgage Asset Corp
    9.68% Sr A                             1,700      33,423      45,900
  Vornado Realty Trust 8.5% Sr C           1,000      19,683      25,400
                                                   _________   _________

  Total  Equity Securities  -
    Preferred  Stock                               5,130,676   6,521,342
                                                   _________   _________

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

  Total Equity Securities-
   Common Stock                                    2,061,825   2,325,791
                                                   _________   _________

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

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

  Total Debt Securities                            3,918,247   3,997,804
                                                   _________   _________

  Total Securities Available
    for Sale                                    $11,110,748  $12,844,937
                                                 ==========   ==========

                              -53-

 <PAGE>


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

      The Company    had   four  securities that  were temporarily impaired
investments at December 31, 2003.  The individual    unrealized losses were
1% or less of original cost.  The following is a summary:


                       Less than 12 months        12 months or longer
                       ___________________        ___________________

 Description of                  Unrealized              Unrealized
   Securities       Fair Value     Losses   Fair Value     Losses
 ______________     __________   __________ __________   __________

 Preferred stock                               $  -0-      $    -0-
                      $206,005      $1,495
 Federal agency
 mortgage backed        71,413       2,115        -0-           -0-
 securities
                     _________   _________  _________     _________
 Total                $277,418      $3,610     $  -0-        $  -0-
                      ========    ========   ========      ========


 NOTE 6 -  DEBT

 Mortgages Payable

        The  following  is  a  summar1y of mortgages  payable  at
December  31,  2003 and 2002:

                       Interest
          Property       Rate      Maturity        2003        2002
        ________       ________    ________      ________    ________

        New Jersey       7.75%       2021      $2,211,111  $2,267,514
        Minnesota        7.04%       2011       3,125,436   3,278,967
        New York         6.78%       2017       2,944,407   3,069,924
        Illinois         5.68%       2021       7,608,285         -0-
                                                 ________    ________

        Total
        Mortgages                             $15,889,239  $8,616,405
          Payable
                                               ==========  ==========


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



            2004               $603,801
            2005                644,094
            2006                687,111
            2007                733,041
            2008                782,083
         Thereafter          12,439,109
                             __________

                            $15,889,239
                             ==========

                              -54-

 <PAGE>


 NOTE 6 -  DEBT, (CONT'D.)

 Convertible Subordinated Debentures

       On  October  23, 2003,  the  Company
 completed a private placement offering  of
 $5,370,000  (less  approximately  $374,000
 in   offering  costs)  of  8%  Convertible
 Subordinated  Debentures (the Debentures),
 due  2013.   Interest will be  paid  semi-
 annually  in  arrears  on  April  30   and
 October 31 of each year, commencing  April
 30,  2004.  The Debentures are convertible
 into  common stock of the Company  at  any
 time  prior to redemption or maturity,  at
 the  conversion price of $6.00  per  share
 (equivalent to a rate of 166.67 shares  of
 common  stock  for  each $1,000  principal
 amount),   subject  to  adjustment   under
 certain conditions.

         The   Company   may   redeem   the
 Debentures, at its option, in whole or  in
 part,  at  any  time on and after  October
 31,  2004  at  the redemption  prices  set
 below.   The  redemption price,  expressed
 as  a  percentage of the principal amount,
 is  as  follows  for the 12-month  periods
 beginning on:

                               Redemption
             Period               Price
          __________          __________

      October 23, 2004            110%
      October 23, 2005            110%
      October 23, 2006            110%
      October 23, 2007            105%
      October 23, 2008 and
         Thereafter               100%

       No  sinking fund is provided for the
 Debentures.   The Company may  redeem  the
 debentures, at our option, in whole or  in
 part,  at  any time prior to  October  23,
 2004,  upon at least 30 and not more  than
 60  days' notice by mail to the holders of
 the  debentures,  at  a  redemption  price
 equal  to 100% of the principal amount  of
 the   debentures  to  be  redeemed,   plus
 accrued  and unpaid interest to  the  date
 fixed   for  redemption,  if  the  closing
 price  of  our  common stock has  exceeded
 150%  of the conversion price for at least
 20  trading days in the consecutive 30-day
 trading  period ending on the trading  day
 prior  to  the date we mail the notice  of
 redemption.

 Loans Payable

      The following is a summary of the Company's loan payable
at December 31, 2003 and 2002:
                                2003              2002
                               _____             _____

 Margin loan                 $3,982,824        $4,128,495
 Repurchase                     519,000         3,165,000
   liability
 Two River Bank               1,075,000           966,666
 United Mobile Homes                -0-           400,000
                             __________        __________
 Total                       $5,576,824        $8,660,161
                             ==========        ==========

                              -55-

 <PAGE>


 NOTE 6 -  DEBT, (CONT'D.)

      The  Company purchases securities  on
 margin.   At December 31, 2003  and  2002,
 the  margin  loans amounted to  $3,982,824
 and    $4,128,495,   respectively.     The
 interest  rate ranged from 2.75%  to  3.0%
 during  the year ended December 31,  2003,
 and  from 1.8% to 3% during the year ended
 December   31,  2002.   These  loans   are
 secured  by investment securities  with  a
 market    value    of   $15,440,909    and
 $12,844,937,  respectively.  These  margin
 loans are due on demand.

      On  December  18, 2001,  the  Company
 received  a  $400,000  loan  from   United
 Mobile    Homes,   Inc.   (an   affiliated
 company),  secured by loans receivable  of
 approximately $600,000.  This loan was  at
 an  interest rate of 10% and  was  due  on
 December 18, 2006.  The loan was  paid  in
 2003.

      On   August  31,  2001  the   Company
 received  a $500,000 loan from  Two  River
 Community Bank (Two River).  This loan  is
 at  an  interest rate based on  the  five-
 year Treasury note plus 2.75% and was  due
 on  August 31, 2003.  The balance on  this
 loan  at  December 31, 2003 and  2002  was
 $75,000 and $466,666, respectively.   This
 loan  was extended during 2003 and is  now
 at  an  interest rate of 7.23% and is  due
 August  30, 2004.  The original  loan  was
 personally guaranteed by Eugene W.  Landy,
 Chairman  and  President.  This  loan  was
 paid  in  full  on  January  26,  2004  by
 drawing  down  on  the  Company's   margin
 loan.

      On   August  15,  2002,  the  Company
 received  $500,000 loan  from  Two  River.
 This  loan is at an interest rate of 6.11%
 per  annum and is due on August 15,  2004.
 The  balance on this loan at December  31,
 2003  and  2002 was $500,000.   This  loan
 was  paid in full on January 26,  2004  by
 drawing on the Company's margin loan.

         On  August  14, 2003, the  Company
 received an additional $500,000 loan  from
 Two  River.   This loan is at an  interest
 rate  of  6.33% and is due  on  August  8,
 2005.    The  balance  on  this  loan   at
 December  31,  2003 and 2002 was  $500,000
 and  -0-,  respectively.   This  loan  was
 paid  in  full  on  January  26,  2004  by
 drawing  down  on  the  Company's   margin
 loan.

 NOTE 7 - EMPLOYEE STOCK OPTION PLAN

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

      A   summary  of  the  status  of  the
 Company's   stock  option  plans   as   of
 December  31,  2003, 2002  and  2001,  and
 changes during the periods then ended  are
 as follows:

                              -56-

 <PAGE>



 NOTE  7  -  EMPLOYEE  STOCK  OPTION  PLAN,
             (CONT'D.)
                           12/31/03         12/31/02         12/31/01
                           ________         ________         ________

                            Weighted         Weighted         Weighted
                             Average          Average         Average
                            Exercise          Exercise        Exercise
                    Shares   Price   Shares    Price   Shares   Price
       Outstanding
      at Beginning
         of period  150,000  $3.01  140,000    $3.02    90,000  $2.86
           Granted      -0-    -0-   10,000     2.90    50,000   3.30
  Expired/Cancelled     -0-    -0-      -0-      -0-       -0-    -0-
         Exercised   70,000   2.93      -0-      -0-       -0-    -0-
                    _______           ______            ______   _____

    Outstanding at
            end of
            period   80,000   3.08   150,000    3.01    140,000   3.02
                     ======          =======            =======

  Weighted-average
     fair value of
           options
           granted
        during the
              year            $-0-              $ .20             $1.57
                               ====             =====             =====


      The  following is a summary of  stock options  outstanding as of
December  31, 2003:
                              Number
       Date of    Number of     of
        Grant     Employees   Shares     Option Price  Expiration Date

       10/4/00        2        20,000      $2.625         10/4/05
       10/4/01        1        50,000       3.30          10/4/09
       1/16/02        2        10,000       2.90          1/16/07
                              _______

                               80,000
                              =======


       As  of December 31, 2003, there were  150,000  shares available
for grant  under the Plan.

 NOTE  8 - DIVIDEND REINVESTMENT AND  STOCK
           PURCHASE PLAN

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

                              -57-
 <PAGE>


 NOTE 8 - DIVIDEND REINVESTMENT AND STOCK
          PURCHASE PLAN,(CONT'D.)


        Shareholders   may  also   purchase
 additional shares at approximately 95%  of
 its  market price by making optional  cash
 payments.   For  the year  ended  December
 31,  2003,  2002 and the short year  ended
 December  31,  2001, the Company  received
 $2,872,459,   $1,933,092   and   $354,464,
 respectively.     There   were    733,926,
 580,523  and  123,224 new  shares  issued,
 respectively.

        The   Company  paid  the  following dividends in the
years 2003 and 2002:


    Payment  Date       Record Date       Amount     Per Share

  December 15, 2003  November 17, 2003    $608,492     $.20
  June 16, 2003      May 15, 2003          570,012      .20
  December 16, 2002  November 15, 2002     748,497      .35

       On  January  14, 2004,  the  Company
 declared  a dividend of $.25 per share  to
 be  paid  on June 15, 2004 to shareholders
 of record on May 17, 2004.

 NOTE 9 - INCOME FROM LEASES

        The  Company  derives  income  from
 operating   leases   on   its   commercial
 properties.  In general, these leases  are
 written  for periods up to ten years  with
 various   provisions  for   renewal,    In
 addition,  these leases generally  contain
 clauses   for  reimbursement  (or   direct
 payment)    of    real    estate    taxes,
 maintenance,   insurance    and    certain
 operating   expenses  of  the  properties.
 Minimum  rents  due  under  noncancellable
 leases  at December 31, 2003 are scheduled
 as follows:


    Year Ending
    December 31,        2004        $1,664,882
                        2005         1,670,563
                        2006         1,670,563
                        2007         1,670,563
                        2008         1,528,558
                     Thereafter      6,357,104

 NOTE 10 - INCOME TAXES

       The  Company has elected to be taxed
 as  a  REIT.    As  the  Company  has  not
 distributed  all  of its income currently,
 a  provision for Federal excise and  other
 taxes  of  $107,370, $50,000 and   $35,193
 has    been made    for   the  years ended
 December  31, 2003 and 2002, and the short
 year ended December 31, 2001, respectively.
 Included in the   2003  tax  provision  is
 a  Federal liability for built-in gains on
 the sale of assets acquired by the Company
 before its REIT election.

                              -58-

 <PAGE>


 NOTE  11  - PAYMENTS TO AFFILIATED PERSONS
             AND RELATED PARTY TRANSACTIONS

       Management  currently  operates  two
 additional  REITs,  Monmouth  Real  Estate
 Investment  Corporation and United  Mobile
 Homes,    Inc.    Certain   general    and
 administrative expenses are  shared  among
 these  companies based on use  or  service
 provided.   Allocations  of  salaries  and
 benefits  are made based on the amount  of
 employees  and  time  dedicated  to   each
 affiliated Company.

 Payments to Affiliated Persons

       Eugene  W. Landy, President  of  the
 Company,  received  $70,700,  $70,700  and
 $39,100  in  salary,  legal  and  director
 fees for these periods, respectively.

 Transactions  with  United  Mobile  Homes,
 Inc. (United)

          United    owns    and    operates
 manufactured   home  communities.    Seven
 Directors   of   the  Company   are   also
 Directors and shareholders of United.

       During the years ended December  31,
 2003,  2002,  and  the  short  year  ended
 December  2001, the Company (MHS prior  to
 December  6,  2001) sold  4,  2,  and  -0-
 manufactured   homes,   respectively,   to
 United  for total sales prices of $78,195,
 $43,181,  and $-0-, respectively,  at  the
 Company's  cost.  These sales  represented
 29%,  11%  and  0%, respectively,  of  the
 total  sales  made by the Company.   These
 manufactured homes were available  through
 the  Company, but could have been acquired
 by   United   from   a  third   party   at
 approximately the same price.

       United  financed/refinanced  certain
 loans   made  by  the  Company  to   third
 parties  during  2003.  The  total  amount
 financed was $307,745.

        United  had  rented  sites  in  its
 manufactured  housing communities  to  the
 Company  (MHS prior to December  6,  2001)
 where  the  Company had a home  for  sale.
 Total  site rental expense paid to  United
 amounted  to  $22,960 for the  short  year
 ended December 31, 2001.

       The  Company holds common  stock  of
 United  in its securities portfolio.   See
 Note 5 for holdings.

 Transactions  with  Monmouth  Real  Estate
 Investment Corporation (MREIC)

       MREIC owns industrial properties  on
 long-term  net  leases to credit  tenants.
 Five  Directors  of the Company  are  also
 Directors  of  MREIC.  The  Company  holds
 common  stock  of MREIC in its  securities
 portfolio.  See Note 5 for holdings.

                              -59-

 <PAGE>


 NOTE  12 - GROUP CONCENTRATIONS OF  CREDIT
            RISK

       The  Company  owns  four  properties
 totaling  288,971  square  feet  of  which
 three  or  229,571 square feet are  leased
 to   Federal   Express   Corporation   and
 subsidiaries (FedEx).  Rental income  from
 FedEx  totaled  approximately  $1,297,000,
 $589,000  and $12,000 for the years  ended
 December  31,  2003, 2002  and  the  short
 year     ended    December    31,    2001,
 respectively.

        The  Company's  loan  portfolio  is
 diversified.    Generally,    loans    are
 collateralized by the manufactured  homes.
 At  December 31, 2003, 2002 and 2001,  all
 loans were secured.

 NOTE   13-  FAIR   VALUE   OF   FINANCIAL
             INSTRUMENTS

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

 Limitations

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

       The  fair  value of  cash  and  cash
 equivalents    and    loans     receivable
 approximates   their   current    carrying
 amounts  since all such items  are  short-
 term   in   nature.  The  fair  value   of
 securities  available for  sale  is  based
 upon  quoted market values (See  Note  5).
 At   December  31,  2003,  the  fair   and
 carrying   value   of  mortgages   payable
 amounted  to  $16,287,506 and $15,889,239,
 respectively.  At December 31,  2002,  the
 fair   and  carrying  value  of  mortgages
 payable   amounted   to   $8,831,285   and
 $8,616,405, respectively.  The fair  value
 of   loans   payable  approximates   their
 current   carrying  amounts   since   such
 amounts  payable are at a  current  market
 rate of interest.

 NOTE   14 -   SUPPLEMENTAL   CASH   FLOW
               INFORMATION

       Cash  paid  during  the  year  ended
 December  31,  2003 and   the  short  year
 ended  December  31, 2001,   for  interest
 and taxes are as follows:

                              -60-

 <PAGE>


 NOTE   14 - SUPPLEMENTAL CASH FLOW
             INFORMATION, (CONT'D.)

            12/31/03       12/31/02       12/31/01
            ________       ________       ________

 Interest   $945,058       $792,667       $373,159

 Taxes       113,242         58,535          8,193


       During the years ended December  31,
 2003,   2002  and  the  short  year  ended
 December   31,   2001  the   Company   had
 dividend    reinvestments   of   $264,510,
 $196,503 and $93,363, respectively,  which
 required no cash transfers.

       During the years ended December  31,
 2003,   2002  and  the  short  year  ended
 December  31,  2001,  the  collateral  for
 loans  receivable  of  $185,768,  $254,608
 and     $253,404,    respectively,     was
 repossessed and placed in inventory.

 NOTE  15 - PRO FORMA FINANCIAL INFORMATION
 (UNAUDITED)

       The  following is the unaudited  pro
 forma   financial  information   for   the
 comparable   prior   year   period   ended
 December 31, 2001:

           Total Income            $3,000,562

         Total Expenses             2,662,487
                                   __________

             Net Income            $  338,075
                                   ==========

 NOTE 16 - SUBSEQUENT EVENTS

       On  January  26, 2004,  the  Company
 paid  off all of the notes payable to  Two
 River   Community  Bank   ($1,075,000   at
 December  31,  2003).    The  notes   were
 repaid  with  proceeds from the  Company's
 margin  loan.   Two River  Community  Bank
 has  approved a $1,000,000 line of  credit
 secured  by  the manufactured home  loans.
 The  interest rate is prime for the  first
 two  years  and  changes to the  five-year
 Treasury  plus  300bp  for  the  remaining
 five  years.   The line of credit  expires
 in 2011.


                              -61-

 <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

 BY: /s/ Anna T. Chew
 ANNA T. CHEW
 Chief Financial Officer


 Dated:     March  12, 2004

       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        President and
 EUGENE W. LANDY             Director            March  12, 2004


 /s/Ernest V. Bencivenga     Secretary/Treasurer
 ERNEST V. BENCIVENGA        and Director        March  12, 2004

 /s/  Anna T. Chew           Chief Financial
 ANNA T. CHEW                Officer and
                             Director            March  12, 2004
 /s/  Neal Herstik
 NEAL HERSTIK                Director            March  12, 2004

 /s/  Charles P. Kaempffer
 CHARLES P. KAEMPFFER        Director            March  12, 2004

 /s/  Michael P. Landy       Executive Vice
 MICHAEL P. LANDY            President and
                             Director            March 12, 2004

 /s/  Samuel A. Landy
 SAMUEL A. LANDY             Director            March  12, 2004

 /s/  Robert G. Sampson
 ROBERT G. SAMPSON           Director            March  12, 2004

 /s/  Eugene Rothenberg
 EUGENE ROTHENBERG           Director            March  12, 2004

                              -62-