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                                   Registration No.

             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.   20549
                          FORM S-3
                   REGISTRATION STATEMENT
              Under The Securities Act of l933

    MONMOUTH REAL ESTATE INVESTMENT CORPORATION, formerly
            MONMOUTH REAL ESTATE INVESTMENT TRUST
   (Exact name of registrant as specified in its charter)

                          Delaware
      (State or other jurisdiction of incorporation or
                        organization)

                         22-1897375
            (I.R.S. Employer Identification No.)

   Juniper Business Plaza, Suite 3-C, 3499 Route 9 North,
                 Freehold, New Jersey 07728
     (Address, including zip code, and telephone number,
 including area of registrant's principal executive offices)

  Eugene W. Landy, Esq., Juniper Business Plaza, Suite 3-C,
       3499 Route 9 North, Freehold, New Jersey 07728
(Name and Address, including zip code, of agent for service)

                 Telephone No. 732-577-9996
    (Telephone number, including area code, of agent for
                          service)

Approximate   date of commencement of proposed sale  to  the
public  is as soon as possible after the effective  date  of
the Registration Statement.

If  the  only securities being registered on this  Form  are
being  offered pursuant to dividend or interest reinvestment
plans, please check the following box :   X

If  any of the securities being registered on this Form  are
to  be offered on a delayed or continuous basis pursuant  to
Rule  145  under  the  Securities Act of  1933,  other  than
securities  offered  only  in connection  with  dividend  or
interest reinvestment plan, check the following box:    ____

               Calculation of Registration Fee
Title of Each           Proposed     Proposed
Class of                maximum      maximum
Securities  Amount      offering     aggregate   Amount of
to be       to be       price        offering   Registration
Registered  Registered  per unit*     Price          Fee

Common
Shares      2,000,000   $7.11    $14,220,000.00   $1,308.24

*Estimated  solely  for  the  purpose  of  determining   the
registration fee pursuant to Rule 457(c) and based upon  the
average  of  the high and low prices on the NASDAQ  National
Market System on July 30, 2002.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT  ON
SUCH  DATE  OR  DATES  AS  MAY BE  NECESSARY  TO  DELAY  ITS
EFFECTIVE  DATE  UNTIL THE REGISTRANT SHALL FILE  A  FURTHER
AMENDMENT  WHICH SPECIFICALLY STATES THAT THIS  REGISTRATION
STATEMENT  SHALL THEREAFTER BECOME EFFECTIVE  IN  ACCORDANCE
WITH  SECTION  8(a) OF THE SECURITIES ACT OF 1933  OR  UNTIL
THIS  REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON  SUCH
DATE  AS  THE  COMMISSION, ACTING PURSUANT TO  SAID  SECTION
8(a), MAY DETERMINE.



PROSPECTUS

         MONMOUTH REAL ESTATE INVESTMENT CORPORATION
        DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

     The Dividend Reinvestment and Stock Purchase Plan  (the
"Plan")  of  Monmouth  Real  Estate  Investment  Corporation
("MREIC")  described  herein provides  holders  of   MREIC's
Shares  of  Common  Stock  ("Shares  of  Common  Stock"   or
"Shares")  with a simple and convenient method of  investing
cash  dividends  and  optional cash payments  in  additional
Shares  of Common Stock without payment of any trading  fees
or service charge.

      The  proceeds of dividends reinvested in the Plan  and
optional  cash  payments will be used to  purchase  original
issue  Shares  of  Common Stock from MREIC.   The  price  of
Shares  of  Common Stock purchased with reinvested dividends
and  optional cash payments will be 95% of the market  price
(see Question 16).

     Participants in the Plan may:

      -     Automatically  reinvest cash  dividends  on  all
Shares registered in their names.

     -    Automatically reinvest cash dividends on less than
all of the Shares registered in their names and continue  to
receive cash dividends on the remaining Shares.

      -     Invest by making optional cash payments  at  any
time  of not less than $500 per payment nor more than $1,000
per month, unless a Request for Waiver has been accepted  by
MREIC  pursuant to Question 12 herein, whether  or  not  any
dividends on Shares registered in the participant's name are
being  reinvested.  Optional cash payments will be  invested
monthly, generally on the Investment Date.

      Holders of Shares of Common Stock who do not choose to
participate  in  the  Plan  will continue  to  receive  cash
dividends, as declared, in the usual manner.

      IT  IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED  FOR
FUTURE REFERENCE.

      MREIC reserves the right to terminate the Plan at  any
time.

      The  Plan  does  not  represent a  change  in  MREIC's
dividend   policy  or  a  guarantee  of  future   dividends.
Dividends  will  continue to depend on  earnings,  financial
requirements, and other factors.

      This  Prospectus relates to up to 2,000,000 Shares  of
Class A Common Stock with $.0l par value.

                              2



THESE  SECURITIES HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY
THE   SECURITIES  AND  EXCHANGE  COMMISSION  NOR   HAS   THE
COMMISSION  PASSED  UPON THE ACCURACY OR  ADEQUACY  OF  THIS
PROSPECTUS.   ANY  REPRESENTATION  TO  THE  CONTRARY  IS   A
CRIMINAL OFFENSE.

NO  DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED  TO
GIVE  ANY  INFORMATION  OR TO MAKE ANY REPRESENTATION  OTHER
THAN  THOSE CONTAINED IN THIS PROSPECTUS, AND, IF  GIVEN  OR
MADE,  SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT  BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY MREIC.  NEITHER THE
DELIVERY  OF  THIS  PROSPECTUS NOR ANY SALE  MADE  HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION  THAT
THERE  HAS BEEN NO CHANGE IN THE AFFAIRS OF MREIC SINCE  THE
DATE  HEREOF.  THIS PROSPECTUS DOES NOT CONSTITUTE AN  OFFER
BY  MREIC OR ANY AGENT OF MREIC OR ANY OTHER PERSON TO  SELL
SECURITIES  IN  ANY  STATE  IN WHICH  SUCH  OFFER  WOULD  BE
UNLAWFUL.   THIS PROSPECTUS RELATES ONLY TO  THE  SHARES  OF
MREIC  OFFERED  HEREBY  AND IS NOT  TO  BE  RELIED  UPON  IN
CONNECTION WITH THE PURCHASE OR SALE OF ANY OTHER SECURITIES
OF MREIC.

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON   OR   ENDORSED  THE  MERITS  OF  THIS   OFFERING.    ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

      The date of this Prospectus is ___________, 2002

                              3


                    AVAILABLE INFORMATION

      MREIC is subject to the informational requirements  of
the  Securities  Exchange  Act  of  1934,  as  amended  (the
"Exchange  Act"), and in accordance therewith files  reports
and  other  information  with the  Securities  and  Exchange
Commission   ("Commission")  relating   to   its   business,
financial position, results of operations and other matters.
Information as of particular dates concerning the  Directors
is  disclosed  in  proxy statements.   Such  reports,  proxy
statements  and  other information can be inspected  at  the
Public  Reference  Room of the Commission,  Room  1024,  450
Fifth Street, N.W., Washington, D.C.; and at certain of  its
Regional  Offices,  located at Room 1204,  Everett  McKinley
Dirksen   Building,  219  South  Dearborn  Street,  Chicago,
Illinois; Room 1102, Federal Building, 26 Federal Plaza, New
York, New York; and 5757 Wilshire Boulevard, Suite 500 East,
Los  Angeles,  California.  Copies of such material  can  be
obtained from the Public Reference Section of the Commission
in Washington, D.C. 20549 at prescribed rates.

      MREIC  has  filed with the Commission  a  Registration
Statement  under the Securities Act of 1933 with respect  to
the  Shares of Common Stock offered hereby.  This Prospectus
does  not contain all of the information set forth  in  such
Registration Statement, certain parts of which  are  omitted
in   accordance  with  the  rules  and  regulations  of  the
Commission.   For further information pertaining  to  MREIC,
the Shares of Common Stock and related matters, reference is
made  to such Registration Statement, including the exhibits
incorporated  therein  by  reference  or  filed  as  a  part
thereof.

       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents and portions of documents filed
by  MREIC  with the Commission are hereby incorporated  into
this Prospectus by reference:

      (1)   MREIC's most recent Annual Report on  Form  10-K
filed pursuant to the Exchange Act.

      (2)   All other reports filed pursuant to the Exchange
Act,  including reports on Form 10-Q and 8-K, since the  end
of the fiscal year covered by the annual report.

     (3)  The description of MREIC's Shares, $.01 par value,
which  is contained in a registration statement filed  under
the  Exchange Act, including any amendment or reports  filed
for the purpose of updating such description.

      (4)  All documents filed by MREIC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of  this  Prospectus  and prior to the  termination  of  the
offering  to  which this Prospectus relates  shall  also  be
deemed  to  be incorporated by reference in this  Prospectus
and  to  be a part of this Prospectus from the date  of  the
filing of such documents.

                              4


      The  foregoing documents incorporated by reference  in
this  Prospectus (not including exhibits to the  information
that are incorporated by reference unless such exhibits  are
specifically incorporated by reference into the  information
that  this Prospectus incorporates) will be provided without
charge  to  each person to whom a prospectus  is  delivered,
upon  written  or  oral  request of  such  person,  made  to
Shareholder  Relations,  Monmouth  Real  Estate   Investment
Corporation, Juniper Business Plaza, Suite 3-C, 3499 Route 9
North, Freehold, New Jersey 07728 (telephone number 732-577-
9996).

      No person has been authorized to give any information,
or to make any representations other than those contained in
this  Prospectus  or referred to herein, and,  if  given  or
made,  such other information or representation must not  be
relied  upon  as  having  been authorized  by  MREIC.   This
Prospectus  does not constitute an offer or solicitation  by
anyone  in any state in which such offer or solicitation  is
not authorized, or in which the person making such offer  or
solicitation is not qualified to do so, or to any person  to
whom it is unlawful to make such offer or solicitation.  The
delivery of this Prospectus at any time does not imply  that
information  herein is correct as of any time subsequent  to
the date hereof.

      This  Prospectus relates to the Shares of Common Stock
of  MREIC  registered  for  sale  under  the  Plan.   It  is
suggested  that  this  Prospectus  be  retained  for  future
reference.

                         THE COMPANY

      MREIC  is  a corporation organized under the  laws  of
Delaware.   MREIC's principal executive offices are  located
at  Juniper Business Plaza, Suite 3-C, 3499 Route  9  North,
Freehold, New Jersey 07728.  MREIC's telephone number is 732-
577-9996.

 DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE
                            PLAN

      The Dividend Reinvestment and Stock Purchase Plan (the
"Plan")  for holders of Shares of Common Stock of  MREIC  is
set forth in the following questions and answers:

      For  further  information concerning the Plan,  please
address correspondence:

          Shareholder Relations
          Monmouth Real Estate Investment Corporation
          Juniper Business Plaza, Suite 3-C
          3499 Route 9 North
          Freehold, New Jersey 07728

                              5


                           PURPOSE

1.   What is the purpose of the Plan?

     The purpose of the Plan is to provide holders of record
of  Shares  of  Common Stock of MREIC with a convenient  and
economical way of investing cash dividends and optional cash
payments in Shares of Common Stock of MREIC at a 5% discount
from the market price prior to investment (see Question  16)
and  without payment of any trading fees or service  charge.
Since  such  Shares of Common Stock will be  purchased  from
MREIC,   MREIC  will  receive  additional  funds   to   make
investments in real estate and for other purposes.

                         ADVANTAGES

2.   What are the advantages of the Plan?

     By participating in the Plan:

      -     You may purchase Shares of Common Stock at a  5%
discount  from the market price (see Question 16) of  Shares
of  Common  Stock of MREIC by reinvesting cash dividends  on
all  or  less  than  all  of  the  Shares  of  Common  Stock
registered in your name.

     -    You may purchase additional Shares of Common Stock
at the same discount by making optional cash payments at any
time  of not less than $500 per payment nor more than $1,000
per month, unless a Request for Waiver has been accepted  by
MREIC pursuant to Question 12 herein.

      -     You  pay  no trading fees or service  charge  in
connection with investments under the Plan.

      -    Recordkeeping is simplified under the Plan by the
provision of a statement of account to each participant.

      -     You  are assured safekeeping of Shares of Common
Stock credited to your account because certificates are  not
issued unless requested.

                       ADMINISTRATION

3.   Who administers the Plan?

      Mellon  Bank, N.A. (the "Agent") administers the  Plan
and  certain administrative support will be provided by  its
affiliate,  Mellon Investor Services, a registered  transfer
agent.   On behalf of participants, the Agent keeps records,
sends   statements  of  account  after  each   purchase   to
participants and performs other duties relating to the Plan.

                              6


The  Agent  purchases Shares of Common Stock from  MREIC  as
agent for participants in the Plan and credits the shares to
the accounts of the individual participants.

                         ELIGIBILITY

4.   Who is eligible to participate?

     (a)  Shareholders of Record

      All  holders of record of Shares of Common  Stock  are
eligible to participate in the Plan.

     (b)  Beneficial Owners of Shares of Common Stock

      Beneficial  owners, whose Shares of Common  Stock  are
registered  in names other than their own (for instance,  in
the  name  of a broker or bank nominee), may not participate
in  the  reinvestment of cash dividends on  such  Shares  of
Common  Stock.  Nevertheless, the shareholder, all of  whose
Shares  of Common Stock are in street name or nominee  name,
may  participate in the optional cash payment provisions  by
completing  and sending in the Authorization Card certifying
that he is a shareholder of MREIC.

5.   How is the Plan to be interpreted?

      Any  question of interpretation arising under the Plan
will  be determined by MREIC and any such determination will
be final.

                        PARTICIPATION

6.   How do Holders of Shares of Common Stock join the Plan?

      A  holder of record of Shares of Common Stock may join
the   Plan  at  any  time  by  completing  and  signing   an
Authorization  Card  and returning  it  to  the  Agent.   An
Authorization Card may be obtained at any time by writing to
Monmouth   Real   Estate  Investment  Corporation,   Juniper
Business Plaza, Suite 3-C, 3499 Route 9 North, Freehold, New
Jersey 07728.

7.   What does the Authorization Card provide?

      If  you check the appropriate box on the Authorization
Card,  you  may elect "Full Dividend Reinvestment"  and  the
Agent  will  apply all cash dividends on all the  Shares  of
Common  stock then or subsequently registered in your  name,
together  with  any  optional  cash  payments,  toward   the
purchase of Shares of Common Stock.

     If you elect to reinvest dividends on only a portion of
your  Shares of Common Stock, you should check the  "Partial
Dividend Reinvestment" box on the Authorization Card and the

                              7


Agent  will  reinvest cash dividends on only the  number  of
whole   Shares   of  Common  Stock  you   specify   on   the
Authorization   Card,  together  with  any   optional   cash
payments, toward the purchase of Shares of Common Stock, and
will pay cash dividends on the rest of your Shares.

       If   the   "Optional  Cash  Payments"  box   on   the
Authorization Card is checked, you will continue to  receive
cash  dividends  on  Shares of Common  Stock  in  the  usual
manner,  but the Agent will apply any optional cash  payment
received  with the Authorization Card or with  a  subsequent
payment form (see Question 11) to the purchase of Shares  of
Common Stock under the Plan.

     The Authorization Card also provides a certification to
be  signed by beneficial owners whose Shares of Common Stock
are  held  in street or nominee name who wish to participate
in the optional cash payment provisions.

      The  Agent  will reinvest automatically any subsequent
dividends  on  the Shares of Common Stock credited  to  your
account  under the Plan.  The Plan, in other words, operates
so  as  to reinvest dividends on a cumulative basis  on  the
Shares of Common Stock designated on your Authorization Card
and  on  all Shares of Common Stock accumulated and held  in
your Plan account, until you specify otherwise by notice  in
writing  delivered to the Agent or withdraw  from  the  Plan
altogether,  or until the Plan is terminated.  See  Question
29  for the consequences of sales of Shares of Common  Stock
subject to the Plan.

8.   What are my options under the Plan?

      By marking the appropriate spaces on the Authorization
Card, you may choose among the following investment options:

      -     To reinvest cash dividends automatically on  all
Shares  of  Common Stock now and subsequently registered  in
your name at 95% of the market price (see Question 16 for  a
description of how this is computed).

      -     To reinvest cash dividends automatically on less
than  all of the Shares of Common Stock registered  in  your
name  (a  specified number of full shares)  at  95%  of  the
market  price  and to continue to receive cash dividends  on
the remaining Shares of Common Stock.

      -    To invest by making optional cash payments at any
time  in any amount not less than $500 per payment nor  more
than  $1,000 per month, unless a Request for Waiver has been
accepted by MREIC pursuant to Question 12 herein, whether or
not any dividends are being automatically reinvested, at 95%
of the market price.

                               8



9.   May I change options under the Plan?

     Yes.  You may change options under the Plan at any time
by  completing  and  signing a new  Authorization  Card  and
returning it to the Agent.  The answer to Question  6  tells
how  to obtain an Authorization Card.  Any change concerning
the  reinvestment of dividends must be received by the Agent
prior to the record date for a dividend (see Question 10) in
order for the change to become effective with that dividend.

10.  When will investment of dividends respecting Shares  of
Common Stock start?

      If  your  Authorization Card is received by the  Agent
prior  to  the  record date for determining the  holders  of
shares  entitled to receive the next dividend,  reinvestment
of your dividends will commence with the next dividend.  The
record  dates for dividend payments on the Shares of  Common
Stock  are generally on or about February l5, May l5, August
l5  and November l5.  If your Authorization Card is received
subsequent  to  the  record  date,  reinvestment   of   your
dividends  (or  designated portion thereof) will  not  start
until payment of the next following dividend.

                   OPTIONAL CASH PAYMENTS

11.  How does the cash payment option work?

      Each  participant in the Plan may invest in additional
Shares  of Common Stock by making optional cash payments  at
any  time.   Participants in the Plan have no obligation  to
make  any optional cash payments.  Optional payments may  be
made  at irregular intervals and the amount of each optional
payment  may vary, but no optional payment may be less  than
$500  and the total optional payments invested by each owner
of  Shares of Common Stock may not exceed $1,000 per  month,
unless  a  Request  for Waiver has been  accepted  by  MREIC
pursuant to Question 12 herein.

      An  optional cash payment may be made by  enclosing  a
check  or  money  order  with the  Authorization  Card  when
enrolling  and  thereafter by forwarding a  check  or  money
order  to  the  Agent  with a payment  form  which  will  be
attached  to  each statement of account.  Checks  and  money
orders  must be in United States dollars and should be  made
payable to "Mellon Bank, N.A.".  No interest will be paid on
optional  cash  payments  held  by  the  Agent  pending  the
purchase of Shares of Common Stock.  (See Questions  14  and
15).

     Optional cash payments must be received by the Agent by
the  tenth (10th) day of each calendar month.  Cash payments
received  by  the  Agent subsequent to  that  date  will  be
applied to the next month's optional investment.

                                9


Waiver of Maximum Limits

12.  May I make an optional cash payment in excess of $1,000
per month?

     Optional cash investments in excess of $1,000 per month
may  be  made only pursuant to a Request for Waiver accepted
by  MREIC.  Participants who wish to submit an optional cash
investment in excess of $1,000 for any Investment Date  must
obtain  the prior written approval of MREIC, and a  copy  of
such  written approval must accompany any such optional cash
investment  submitted to the Agent.  A  Request  for  Waiver
should  be  directed to Shareholder Relations at  MREIC  via
telephone  at  732-577-9996.  MREIC has sole  discretion  to
grant  any approval for optional cash investments in  excess
of  the  allowable maximum amount.  In deciding  whether  to
approve  a Request for Waiver, MREIC will consider  relevant
factors  including,  but not limited to,  MREIC's  need  for
additional  funds,  the  attractiveness  of  obtaining  such
additional  funds  through  the  sale  of  Common  Stock  as
compared  to  other  sources of funds,  the  purchase  price
likely to apply to any sale of Common Stock, the participant
submitting  the  request,  the extent  and  nature  of  such
participant's prior participation in the Plan, the number of
Shares  of  Common Stock held of record by such participant,
and  the  aggregate amount of optional cash  investments  in
excess  of  $1,000 for which Requests for Waiver  have  been
submitted  by all participants.  If Requests for Waiver  are
submitted for any Investment Date for an aggregate amount in
excess of the amount MREIC is then willing to accept,  MREIC
may honor such requests in order of receipt, pro rata or  by
any  other  method that MREIC determines to be  appropriate.
With regard to optional cash investments made pursuant to  a
Request  for  Waiver,  the  Plan  does  not  provide  for  a
predetermined maximum limit on the amount that a participant
may invest or on the number of shares that a participant may
purchase.

       MREIC   does  not  anticipate  approving  any  single
participant  Requests for Waiver to purchase more  than  one
percent (1%) of the outstanding shares of MREIC.  MREIC will
generally grant Requests for Waiver where the participant is
requesting to make one optional cash investment in  lieu  of
making  a  series of investments over the next  twelve  (12)
month  period and so specifies in the participant's  written
request.

      In no event will MREIC be able to issue more shares in
total than the number of shares registered for sale.

                          PURCHASES

13.   What is the source of Shares of Common Stock purchased
under the Plan?

      Shares  of Common Stock purchased under the Plan  come
from  authorized  but unissued Shares  of  Common  Stock  of
MREIC.  Shares will not be purchased in the open market.

                               10



14.   When  will  dividends and optional  cash  payments  be
invested in Shares of Common Stock?

     Reinvestment of dividends will be made on the date when
the  dividend  becomes  payable.  Participants  will  become
owners of Shares of Common Stock purchased under the Plan as
of  the  date of purchase.  Optional cash payments  must  be
received by the Agent by the tenth (10th) day of each month.
Optional  cash  will be invested monthly on  the  Investment
Date.

15.  What is the Investment Date?

      The Investment Date for dividends will be the Dividend
Payment  Date.   Dividend payment dates are generally  March
15,  June  15,  September 15 and December 15.  For  optional
cash  payments,  the Investment Date will  be  the  Dividend
Payment Date in months having dividends payable or otherwise
on  the  fifteenth (15th) of each month.  If  an  Investment
Date  falls on a Saturday, Sunday or holiday, the Investment
Date will be the next following business day.

16.   What  will be the price of Shares purchased under  the
Plan?

      The  Officers  of MREIC will determine  the  price  of
Shares  to be purchased.  It is intended that the  price  of
Shares  to  be purchased will be at a 5% discount  from  the
market price.

       The  Shares  of  Common  Stock  are  traded  on   the
NASDAQ/NMS.  The Officers of MREIC will fix the reinvestment
price  at a discount price equal to 95% of the market price.
The  price  at  which  the Shares of Common  Stock  will  be
purchased  will be the higher of 95% of the average  of  the
daily  high and low sale prices of MREIC's Common  Stock  on
the  NASDAQ/NMS  on  the  four trading  days  including  and
preceding the Investment Date or 95% of the average  of  the
high  and  low  sale prices of MREIC's Common Stock  on  the
NASDAQ/NMS on the Investment Date.  In the event there is no
trading  in the Shares, or if for any reason MREIC  and  the
Agent have difficulty in determining the price of Shares  to
be  purchased  under the Plan, then MREIC,  on  consultation
with the Agent, will use such other public report or sources
as MREIC deems appropriate to determine the market price and
the  appropriate  5%  discount.  If the  reinvestment  price
involves  a  decimal which is not equal to one-eighth  of  a
point, the reinvestment price will be rounded up to the next
higher one-eighth of a point.

17.  How will the number of Shares of Common Stock purchased
for me be determined?

      The  number  of Shares of Common Stock  that  will  be
purchased for you on any Investment Date will depend on  the
amount  of your dividend to be invested, the amount  of  any
optional cash payments and the applicable purchase price  of
the  Shares  of Common Stock that results from dividing  the
aggregate amount of dividends and optional payments to be

                           11


  invested by the applicable purchase price.  Partial Shares
will  be  credited to your account.  At any  time  when  you
withdraw  from  the  Plan  or  request  all  Shares  to   be
transferred to your name, the partial share will be paid  in
cash.

                            COSTS

18.   Are  there any costs to me for my purchases under  the
Plan?

      There  are no trading fees for purchases of Shares  of
Common  Stock  under the Plan because Shares  are  purchased
directly  from  MREIC.  All costs of administration  of  the
Plan will be paid by MREIC.  Brokers and nominees may impose
charges  or  fees  in  connection  with  their  handling  of
participation in the Plan by nominee and fiduciary accounts.

DIVIDENDS

19.   Will dividends be paid on Shares of Common Stock  held
in my Plan account?

     Yes.  Cash dividends on Shares of Common Stock credited
to  your  account are automatically reinvested in additional
shares and credited to your account.

                   REPORTS TO PARTICIPANTS

20.  What reports will be sent to participants in the Plan?

      Following each purchase of Shares of Common Stock  for
your  account,  the Agent will mail to you  a  statement  of
account  showing amounts invested, the purchase  price  (see
Question  16),  the  number of Shares purchased,  and  other
information  for  the year to date.  Each  participant  will
receive  a  Form 1099 showing income reportable for  Federal
income  tax  purposes following the final purchase  in  each
calendar year (see Question 29).  These statements are  your
record  of the cost of your purchases and should be retained
for  income tax and other purposes.  In addition, during the
year you will receive copies of the same communications sent
to all other holders of Shares of Common Stock.

                   CERTIFICATES FOR SHARES

21.   Will I receive certificates for Shares of Common Stock
purchased under the Plan?

      Shares of Common Stock purchased by the Agent for your
account  will  be  registered in the  name  of  the  Agent's
nominee and certificates for such Shares will not be  issued
to you until requested.  The total number of Shares credited
to  your account will be shown on each statement of account.
This custodial service helps to protect you against the risk
of loss, theft or destruction of stock certificates.


                             12



     Certificates for any number of whole Shares credited to
your  account will be issued to you at any time upon written
request to the Agent.  Cash dividends with respect to Shares
represented  by certificates issued to you will continue  to
be  automatically  reinvested.  Any  remaining  Shares  will
continue to be credited to your account.

     If the written request to the Agent is for certificates
to  be  issued for all Shares credited to your account,  any
partial share will be paid in cash.

      Certificates  for partial shares will  not  be  issued
under any circumstances.

22.   May  Shares  of  Common Stock in my  Plan  account  be
pledged?

      No.   You  must  first request that  certificates  for
Shares  credited to your Plan account be issued to you  (see
Question 21) before you can pledge such Shares.

23.   In  whose  name  will certificates be  registered  and
issued?

      When  issued, certificates for Shares of Common  Stock
will be registered in the name in which your Plan account is
maintained.  For holders of record, this generally  will  be
the  name  or  names  in which your Share  certificates  are
registered at the time you enroll in the Plan.  Upon written
request,  Shares will be registered in any other name,  upon
the presentation to the Agent of evidence of compliance with
all  applicable transfer requirements (including the payment
of any applicable transfer taxes).

                  WITHDRAWAL FROM THE PLAN

24.  When may I withdraw from the Plan?

      You  may withdraw from the Plan at any time.  If  your
request  to withdraw is received by the Agent prior  to  the
record  date for determining the holders entitled to receive
the next dividend respecting any Shares of Common Stock held
by  you, your request will be processed following receipt of
the  request  by the Agent.  If your request to withdraw  is
received  by  the  Agent subsequent to the record  date  for
determining  the  holders  entitled  to  receive  the   next
dividend  respecting such Shares of Common Stock but  before
payment of the dividend, the dividend will be reinvested for
your  account  and  your  request  for  withdrawal  will  be
processed promptly thereafter.

     After your request for withdrawal has become effective,
all  dividends will be paid in cash to you unless and  until
you re-enroll in the Plan, which you may do at any time.

25.  How do I withdraw from the Plan?

     In order to withdraw from the Plan, please complete the
tear-off portion of any Plan statement and send it to Mellon
Investor  Services,  P.O. Box 3338,  South  Hackensack,  New
Jersey 07606-1938. When you withdraw from the Plan, or upon

                             13


  termination of the Plan by MREIC, certificates for  Shares
credited  to  you account under the Plan will be  issued  to
you.  Any partial share will be paid in cash.

                      OTHER INFORMATION

26.   What  happens if I sell or transfer Shares  of  Common
Stock registered in my name?

     If you dispose of all Shares of Common Stock registered
in  your name, the dividends on the Shares credited to  your
Plan account will continue to be reinvested until you notify
the Agent that you wish to withdraw from the Plan.

27.  What happens if MREIC issues a stock dividend, declares
a stock split or has a rights offering?

      Any  stock  dividends or split shares  distributed  by
MREIC  on  Shares  of  Common Stock credited  to  your  Plan
account  will be added to your account.  Stock dividends  or
split shares distributed on Shares of Common Stock for which
you  hold certificates will be mailed directly to you in the
same manner as to shareholders who are not participating  in
the Plan.

     In a regular rights offering, as a holder of record you
will receive rights based upon the total number of Shares of
Common Stock owned; that is, the total number of Shares  for
which  you hold certificates and the total number of  Shares
held in your Plan account.

28.   Can  I  vote shares in my Plan account at meetings  of
shareholders?

      Yes.  You will receive a proxy for the total number of
Shares  of Common Stock held, both the Shares for which  you
hold  certificates and those credited to your Plan  account.
The total number of Shares of Common Stock held may also  be
voted in person at a meeting.

      If  the  proxy  is not returned or if it  is  returned
unsigned, none of your Shares of Common Stock will be  voted
unless you vote in person.

29.   What  are  the  Federal  income  tax  consequences  of
participation in the Plan?

      Under  Internal Revenue Service rulings in  connection
with similar plans, dividends reinvested will be treated  as
taxable  notwithstanding  the dividends  are  reinvested  in
stock.  Under prior Internal Revenue Service rulings, it was
assumed  the 5% discount was also taxable.  Recent  Internal
Revenue  Service rulings suggest that the 5%  is  a  reduced
taxable basis for the shares received.  Shareholders  should
consult their own tax consultant on the proper tax treatment
of the discount.

                              14



      Distributions  of  real estate investment  trusts  are
treated  as dividends to the extent a real estate investment
trust  has  earnings  and  profits for  Federal  income  tax
purposes.   To the extent that the amount so distributed  by
MREIC  exceeds  the  current and  accumulated  earnings  and
profits  of MREIC, such excess would be treated for  Federal
income   tax  purposes  as  a  return  of  capital  to   the
shareholder.   Each  participant will receive  a  Form  1099
showing  total dividend income, the amount of any return  of
capital  distribution and the amount  of  any  capital  gain
dividend for the year.

      The  holding period of Shares of Common Stock acquired
under the Plan, whether purchased with dividends or optional
cash  payments, will begin on the day following the date  on
which the Shares were purchased for your account.

      As  a participant in the Plan you will not realize any
taxable  income  when  you receive  certificates  for  whole
Shares  credited to your account, either upon  your  request
for such certificates or upon withdrawal from or termination
of  the  Plan.   However, you will recognize  gain  or  loss
(which, for most participants, will be capital gain or loss)
when  whole  Shares  acquired under the  Plan  are  sold  or
exchanged  after your withdrawal from or the termination  of
the Plan.  If such gain or loss is capital, it will be long-
term  capital gain or loss if the shares sold are  held  for
more  than one year and will be short-term capital  gain  or
loss if the Shares sold are held for one year or less.

30.  What is the responsibility of MREIC and the Agent under
the Plan?

      Neither  MREIC  nor  the Agent nor  its  nominees,  in
administering the Plan, will accept liability  for  any  act
done  in  good faith or for any good faith omission to  act,
including,  without  limitation,  any  claim  of   liability
arising  out of failure to terminate a participant's account
upon such participant's death prior to receipt of notice  in
writing of such death.

NEITHER  MREIC NOR THE AGENT CAN ASSURE YOU OF A  PROFIT  OR
PROTECT  YOU  AGAINST A LOSS ON SHARES PURCHASED  UNDER  THE
PLAN.

31.   How  are income tax withholding provisions applied  to
participants?

      In  the case of foreign participants who elect to have
their  dividends  reinvested or who elect to  make  optional
cash  payments  and  whose dividends are subject  to  United
States  income  tax  withholding, an  amount  equal  to  the
dividends payable to such participants who elect to reinvest
dividends,  or the amount of the optional cash payment  made
by  a  participant, less the amount of tax  required  to  be
withheld,  will be applied by the Agent to the  purchase  of
Shares  of  Common  Stock.  A Form  1042S,  mailed  to  each
foreign participant after the final purchase of the calendar
year, will show the amount of tax withheld in that year.   A
Form  1099  will be mailed to domestic participants  in  the
event that Federal income tax withholding is imposed in  the
future on dividends to domestic participants.

                             15



32.  May the Plan be changed or discontinued?

       MREIC  reserves  the  right  to  modify,  suspend  or
terminate  the  Plan  at  any time.  All  participants  will
receive  notice of any such action.  Any such  modification,
suspension  or  termination  will  not,  of  course,  affect
previously  executed transactions.  MREIC also reserves  the
right  to  adopt,  and  from  time  to  time  change,   such
administrative  rules and regulations (not  inconsistent  in
substance  with  the basic provisions of the  Plan  then  in
effect)  as  it  deems  desirable  or  appropriate  for  the
administration of the Plan.  The Agent reserves the right to
resign at any time upon reasonable written notice to MREIC.

     The purpose of the Plan is to provide shareholders with
a  systematic  and convenient method of investing  dividends
and optional cash payments for long-term investment.  Use of
the Plan for any other purpose is prohibited.

      MREIC  reserves  the  right to  return  optional  cash
payments to subscribing shareholders if, in MREIC's opinion,
the  investment is not consistent with the purposes  of  the
Plan.   Shareholders  who  establish  multiple  accounts  to
circumvent  the  $1,000  per month limit  on  optional  cash
investments  are  subject to MREIC's  right  to  return  all
optional cash payments.

          ________________________________________

      After the closing of the offering, all investors  will
be  provided annually with financial statements of  Monmouth
Real  Estate  Investment Corporation,  including  a  balance
sheet  and  the  related statements of income, shareholders'
equity   and  cash  flows,  accompanied  by  an  independent
auditors'  report  stating that an audit of  such  financial
statements  has  been  made  in  accordance  with  generally
accepted  auditing  standards, stating the  opinion  of  the
auditor  with  respect to the financial statements  and  the
accounting  principles and practices reflected therein,  and
identifying any matters to which the auditor takes exception
and  stating, to the extent practicable, the effect of  each
such exception on such financial statements.

 SPECIAL RULES TO PROTECT MREIC'S STATUS AS A QUALIFIED REAL
ESTATE INVESTMENT TRUST ("REIT") UNDER THE PROVISIONS OF THE
                    INTERNAL REVENUE CODE

      MREIC reserves the right not to issue shares under the
Plan  to  any  shareholder holding more than 3%  of  MREIC's
shares.   These  shareholders may  use  the  Plan  both  for
dividend reinvestment and for optional cash payments but  no
shares  will  be issued to any shareholder if  the  issuance
could  provide for the disqualification of MREIC as  a  REIT
under  the  provisions of the Internal  Revenue  Code.   The
decision of MREIC in this regard is final and the particular
shareholders' only right shall be the return of any optional
cash payment and the return of dividends in cash.

                            16



      MREIC also reserves the right to return optional  cash
payments to subscribing shareholders if, in MREIC's opinion,
the  investment is not consistent with the purposes  of  the
Plan.   This  provision  would cover shareholders  who  sell
short  shares  on the NASDAQ/NMS and use the  optional  cash
payment  solely for purposes of attempting to  earn  the  5%
differential.  This provision can also be invoked to prevent
any shareholder from creating multiple optional cash payment
accounts.    The   purpose  of  the  Plan  is   to   provide
shareholders  with  a  systematic and convenient  method  of
investing dividends and optional cash payments for long-term
investment.   Use  of  the Plan for  any  other  purpose  is
prohibited.

                       USE OF PROCEEDS

      MREIC has no basis for estimating precisely either the
number of Shares of Common Stock that ultimately may be sold
pursuant to the Plan or the prices at which such shares will
be  sold.   However, MREIC proposes to use the net  proceeds
from  the  sale  of Shares of Common Stock pursuant  to  the
Plan,  when  and  as received, to make investments  in  real
estate and for other purposes.  MREIC considers the Plan  to
be  a  cost-effective means of expanding its equity  capital
base  and furthering its investment objectives while at  the
same time benefiting holders of Shares of Common Stock.

                           EXPERTS

      The  financial statements and schedule of MREIC as  of
September 30, 2001 and 2000 and for each of the years in the
three-year  period  ended September 30,  2001,  included  in
MREIC's  Annual Report on Form 10-K, have been  incorporated
by  reference  herein and in the registration  statement  in
reliance  upon the report of KPMG LLP, independent certified
public  accountants, incorporated by reference  herein,  and
upon the authority of said firm as experts in accounting and
auditing.

                       INDEMNIFICATION

      The  General  Corporation Law of Delaware  empowers  a
corporation to indemnify its directors, employees and agents
against  certain  expenses,  judgments,  fines  and  amounts
incurred in connection with such person's employment by  the
corporation.  MREIC's By-laws provide for indemnification of
directors  and  officers  to the full  extent  permitted  or
allowed under Delaware law.

      Insofar  as  indemnification for  liabilities  arising
under  the  Securities  Act  of 1933  may  be  permitted  to
directors, officers or persons controlling MREIC pursuant to
the  foregoing provisions, MREIC has been informed that,  in
the  opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.


                              17


                         SIGNATURES

      Pursuant to the requirements of the Securities Act  of
1933,  the  registrant  certifies  that  it  has  reasonable
grounds to believe that it meets all of the requirements for
filing  on  Form  S-3 and has duly caused this  Registration
Statement  to  be  signed on its behalf of  the  undersigned
thereunto  duly  authorized, in the  Township  of  Freehold,
State of New Jersey, on July 30, 2002.

               MONMOUTH REAL ESTATE INVESTMENT CORPORATION

              By  /s/Eugene W. Landy
                     Eugene W. Landy, President and Director

     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.

Signature                   Title                 Date

/s/Eugene W. Landy          President and    July 30, 2002
   Eugene W. Landy          Director

/s/Cynthia J. Morgenstern   Executive
   Cynthia J. Morgenstern   Vice President   July 30, 2002
                            and Director

/s/Louise Green             Secretary        July 30, 2002
   Louise Green

/s/Ernest V. Bencivenga    Treasurer and
   Ernest V. Bencivenga    Director          July 30, 2002


/s/Anna T. Chew            Controller and
   Anna T. Chew            Director          July 30, 2002


/s/Samuel A .Landy         Director          July 30, 2002
   Samuel A. Landy

/s/John R. Sampson         Director          July 30, 2002
   John R. Sampson

/s/Charles P. Kaempffer    Director          July 30, 2002
   Charles P. Kaempffer

/s/Peter J. Weidhorn       Director          July 30, 2002
   Peter J. Weidhorn

/s/Daniel D. Cronheim      Director          July 30, 2002
   Daniel D. Cronheim

/s/Matthew I. Hirsch       Director          July 30, 2002
   Matthew I. Hirsch

                               18




     PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

          Inapplicable.

Item 15.  Indemnification of Directors and Officers

           Under the Articles of Incorporation, no Director,
Officer  or agent of MREIC is liable except for his own  bad
faith,  willful  misfeasance, gross negligence  or  reckless
disregard   of  his  duties.   Directors  are  entitled   to
indemnification (unless the above exceptions apply).

          Insofar as indemnification for liabilities arising
under  the Securities Act of 1933 may be permitted  pursuant
to  the  foregoing  provisions to  directors,  officers,  or
persons controlling the registrant, the registrant has  been
informed  that  in  the  opinion  of  the  Commission   such
indemnification is against public policy as expressed in the
Securities   Act   and  in  the  Commission's   opinion   is
unenforceable.

Item 16.  Exhibits.

Exhibit
Number                        Description of Exhibit

Filed herewith:

4c             Specimen Authorization Card

(4)  Opinion of Eugene W. Landy, Esq.

(4)  Consent of KPMG LLP

(4)  Powers of Attorney

Item 17.  Undertakings.

          MREIC hereby undertakes:

(4)  To file, during any period in which offers or sales are
          being made,  a post-effective  amendment  to  this
          registration statement.

          (4)  To include any prospectus required by Section
               10(a)(3)of the Securities Act of 1933.

                              19



           (ii)  To  reflect in the prospectus any facts  or
events  arising after the effective date of the registration
statement  (or  the  most  recent  post-effective  amendment
thereto)  which, individually or in the aggregate, represent
a  fundamental change in the information set  forth  in  the
registration statement;

           (iii)  To  include any material information  with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information  in  the registration statement, including  (but
not  limited  to)  any addition or deletion  of  a  managing
underwriter.

(4)  That,  for  the  purpose of determining  any  liability
          under the  Securities Act of 1933, each such post-
          effective amendment  shall   be deemed to be a new
          registration statement relating  to the securities
          offered therein,and the offering of such securities
          at that time shall be deemed to be the initial bona
          fide offering thereof.

(4)  To remove   from   registration  by  means  of  a  post-
          effective   amendment  any  of the securities being
          registered which  remain  unsold at the termination
          of the offering.

(4)  That,  for purposes of  determining liability under  the
          Securities   Act   of   1933,  each   filing of the
          registrant's annual report pursuant to Section 13(a)
          or Section 15(d) of the Securities  Exchange Act of
          1934   that is  incorporated  by   reference in the
          registration statement shall be deemed  to be a new
          registration statement relating to the   securities
          offered therein,and the offering of such securities
          shall   be   deemed   to  be  the initial bona fide
          offering thereof.

                            20


                        EXHIBIT INDEX


Exhibit
Number                        Description of Exhibit

Filed herewith:

4(c)                Specimen Authorization Card.

5                   Opinion of Eugene W. Landy, Esq.

23                  Consent of KPMG LLP

24                  Powers of Attorney



                              21





                        EXHIBIT 4(c)

                 Specimen Authorization Card

AUTHORIZATION CARD

MONMOUTH   REAL   ESTATE  INVESTMENT  CORPORATION   DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN

I wish to participate in the Dividend Reinvestment and Stock
Purchase  Plan (the "Plan") for the purchase  of  whole  and
partial  shares of Common Stock ("Shares") of Monmouth  Real
Estate Investment Corporation (the "Company") as follows:

           FULL  DIVIDEND REINVESTMENT.  I want to  reinvest
dividends  on all Shares now or hereafter registered  in  my
name   and   on  all  Shares  held  for  me  by   the   Plan
Administrator.  I may also make optional cash deposits.

          PARTIAL DIVIDEND REINVESTMENT.  I want to reinvest
cash dividends on only ________ Shares registered in my name
and  want  my  cash dividends on the rest of my  Shares.   I
understand that dividends on all Shares held for me  by  the
Plan  Administrator will be reinvested.   I  may  also  make
optional cash deposits.

           OPTIONAL CASH DEPOSITS ONLY.  I want to make only
optional cash deposits.  I do not want to reinvest dividends
on   Shares  registered  in  my  name.   I  understand  that
dividends   on  all  Shares  held  for  me   by   the   Plan
Administrator will be reinvested.  My check in the amount of
$___________ is enclosed.

My participation is subject to the provisions of the Plan as
set  forth in the Prospectus relating to the Shares  offered
pursuant to the Plan.

________________________           ________________________

Social Security or Tax I.D. No.         Date

_________________________          _________________________

Print Names(s) of Registered      Signature(s) of Registered

Owners                            Owners



FOR  INITIAL ENROLLMENT ONLY:  Make checks payable to Mellon
Bank, N.A. and mail to P.O. Box 3339, South Hackensack,  New
Jersey 07606-1939.

SHAREHOLDERS  ALL OF WHOSE SHARES ARE IN NOMINEE  OR  STREET
NAME  ONLY  MAY ELECT OPTIONAL CASH PAYMENTS.  CERTIFICATION
ON THE REVERSE OF CARD MUST BE COMPLETED.

                              22



OWNER CERTIFICATION OF SHARES IN STREET OR NOMINEE NAME  AND
ENROLLMENT IN PLAN

(TO BE USED ONLY BY SHAREHOLDERS ALL OF WHOSE SHARES ARE  IN
NOMINEE OR STREET NAME)

Name of Broker or Nominee Holding Shares for Shareholder:

___________________________________________________________

Number of Shares held by Broker or Nominee:  ______________

I wish to make optional cash payments to the Plan.  My check
in the amount of $______ is enclosed.  My Plan Account is to
be maintained as follows (PLEASE PRINT):

___________________________________________________________

Name      Street         City           State          Zip

______________________________

Social Security/Tax I.D. No.       _________________________
                                     Date

I  HEREBY  CERTIFY  THAT I AM THE OWNER  OF  THE  SHARES  OF
MONMOUTH REAL ESTATE INVESTMENT CORPORATION INDICATED ABOVE.

                                   _________________________

                                        Signature

IF  ADDRESS  IS  NOT PROPERLY SHOWN, PLEASE  CORRECT  BEFORE
RETURNING.

THIS IS NOT A PROXY.

                             23


                    EUGENE W. LANDY, ESQ.
                   Juniper Business Plaza
                          Suite 3-C
                     3499 Route 9 North
                 Freehold, New Jersey 07728
                        732-577-9996


                                   July 30, 2002



Monmouth Real Estate Investment Corporation
Juniper Business Plaza
Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728

Gentlemen:

      I  have  acted  as  counsel to  Monmouth  Real  Estate
Investment  Corporation  (the "Corporation")  in  connection
with the Registration Statement of the Corporation on Form S-
3  (the "Registration Statement"), under the Securities  Act
of  1933,  as  amended,  for the registration  of  2,000,000
Shares  of  Common Stock, $.0l par value, of the Corporation
(the  "Shares").   The  Shares are to be  issued  under  and
pursuant  to  the  provisions of the Corporation's  Dividend
Reinvestment  and Stock Purchase Plan (the "Plan").   Except
as  otherwise defined herein, capitalized terms  herein  are
used herein as defined in the Registration Statement.

     For purposes of our opinion, I have examined and relied
upon:

      (a)   A  copy of the Articles of Incorporation of  the
Corporation,   as   amended  to  date  (the   "Articles   of
Incorporation");

      (b)   A  copy of resolutions adopted by the  Board  of
Directors of the Corporation at a meeting held on March  14,
2002,  authorizing  the  issuance and  sale  of  the  Shares
pursuant to the Plan and related matters, certified  by  the
Assistant Secretary of the Corporation; and

     (c)  The Registration Statement, including the Plan.

       Based   on   the   foregoing  and  subject   to   the
qualifications stated in the penultimate paragraph  of  this
opinion, it is my opinion:

     (1)  The  Corporation has been duly established and  is
          existing under its Articles of Incorporation as an
          incorporated Delaware corporation and has made all
          filings required to be made under Delaware law.



                               24





      (2)  The Shares have been duly authorized and reserved
for  issuance  and, when issued and paid for  in  accordance
with  the  Plan,  will  be validly issued,  fully  paid  and
nonassessable by the Corporation.

      I  hereby consent to the filing of this opinion as  an
Exhibit to the Registration Statement.

                              Very truly yours,



                              /s/Eugene W. Landy

                                 Eugene W. Landy



EWL:ec

                              25



                         EXHIBIT 23

              INDEPENDENT ACCOUNTANTS' CONSENT

The Board of Directors
Monmouth Real Estate Investment Corporation



      We  consent  to  incorporation  by  reference  in  the
Registration  Statement  on  Form  S-3,  pertaining  to  the
Monmouth   Real   Estate  Investment  Corporation   Dividend
Reinvestment  and  Stock Purchase Plan of our  report  dated
December  14,  2001,  relating  to  the  balance  sheets  of
Monmouth  Real Estate Investment Corporation as of September
30,  2001  and  2000 and the related statements  of  income,
changes in shareholders' equity, and cash flows for each  of
the years in the three-year period ended September 30, 2001,
and  the  related  schedule, which  report  appears  in  the
September  30, 2001 Annual Report on Form 10-K  of  Monmouth
Real Estate Investment Corporation, and to the reference  to
our firm under the heading "Experts" in the prospectus.



                              /s/ KPMG LLP

                                  KPMG  LLP

Short Hills, New Jersey
July 30, 2002


                               26


                         EXHIBIT 24
                      POWER OF ATTORNEY

      We, the undersigned Officers and Directors of Monmouth
Real   Estate   Investment  Corporation,  hereby   severally
constitute  Eugene  W. Landy and Ernest V.  Bencivenga,  and
each  of  them singly, our true and lawful; attorneys,  with
full  power to them and each of them to sign for us, and  in
our  names  in the capacities indicated below, any  and  all
registration   statements  and  amendments  to  registration
statements filed with the Securities and Exchange Commission
for  the  purpose of registering Shares of Common  Stock  of
Monmouth  Real Estate Investment Corporation  to  be  issued
pursuant  to the Monmouth Real Estate Investment Corporation
Dividend  Reinvestment  and  Stock  Purchase  Plan,   hereby
ratifying  and  confirming our signatures  as  they  may  be
signed   by  our  said  attorneys  to  any  and   all   said
registration   statements  and  amendments  to  registration
statements.

     WITNESS our hands on the date set forth below.

Signature                     Title               Date


/s/Eugene W. Landy          President and    July 30, 2002
   Eugene W. Landy          Director

/s/Cynthia J. Morgenstern   Executive
   Cynthia J. Morgenstern    Vice President   July 30, 2002
                            and Director

/s/Louise Green             Secretary        July 30, 2002
   Louise Green

/s/Ernest V. Bencivenga    Treasurer and
   Ernest V. Bencivenga    Director          July 30, 2002


/s/Anna T. Chew            Controller and
   Anna T. Chew            Director          July 30, 2002


/s/Samuel A .Landy         Director          July 30, 2002
   Samuel A. Landy

/s/John R. Sampson         Director          July 30, 2002
   John R. Sampson

/s/Charles P. Kaempffer    Director          July 30, 2002
   Charles P. Kaempffer

/s/Peter J. Weidhorn       Director          July 30, 2002
   Peter J. Weidhorn

/s/Daniel D. Cronheim      Director          July 30, 2002
   Daniel D. Cronheim

/s/Matthew I. Hirsch       Director          July 30, 2002
   Matthew I. Hirsch

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