SECURITIES AND EXCHANGE COMMISSION


                   Washington, D.C.  20549


                          FORM 8-K


                       CURRENT REPORT



Pursuant  to Section 13 or 15(d) of the Securities  Exchange
Act of 1934



       Date of Report (Date of earliest event reported)
                        February 23, 2004

         MONMOUTH REAL ESTATE INVESTMENT CORPORATION
    (Exact name of Registrant as specified in its charter)



   Maryland                    0-4258           22-1897375
(State or other jurisdiction  (Commission      (IRS Employer
 of incorporation)             File Number)     Identification
                                                Number)



       3499 Route 9N, Suite 3C, Freehold, NJ  07728
      (Address of principal executive offices)



Registrant's telephone number, including area code(732) 577-9996



(Former name or former address, if changed since last report.)





     Item 5.  Other Events.

      On  February 23, 2004, Monmouth Real Estate Investment
Corporation  (Registrant) purchased a  170,779  square  foot
industrial   building  in  Tampa,  Florida,  from   Regional
Development  Group, Inc.  This industrial building  is  100%
leased to FedEx Ground Package System, Inc., a subsidiary of
Federal Express Corporation, under a net lease for 15  years
(the  FedEx  lease).  The purchase price  was  approximately
$17,700,000.   Monmouth  Real Estate Investment  Corporation
paid  cash  of  $400,000, borrowed approximately  $4,500,000
against its security portfolio with Wachovia Securities  and
obtained  a  mortgage  of approximately  $12,800,000.   This
mortgage payable is at an interest rate of 6.0% and  is  due
2019.   The property acquired is commercial rental  property
and  will  continue  to  be used as such.   Registrant  will
account for this transaction as a purchase.

     The following are the material factors to be considered
in assessing the property:

     -    Description of Property - The property acquired is
a  170,779 square foot industrial building located  at  8411
Florida   Mining  Boulevard,  Hillsborough  County,   Tampa,
Florida,  on approximately 18 acres.  The property  includes
163,988 square feet of warehouse space and 6,791 square feet
of office space.

     -        Occupancy  Rate  and  Number  of   Tenants   -
Construction on the commercial rental property acquired  was
completed  in  2004.   Commencing  February  1,  2004,   the
property  was  100%  occupied  under  a  15-year  net  lease
agreement with FedEx Ground Package System, Inc.  This FedEx
lease  agreement provides that operating expenses, including
property   taxes,  insurance,  landscaping,  utilities   and
repairs in the ordinary course of business, be borne by  the
tenant.

     -      Principal  Business  of Tenant  -  FedEx  Ground
Package  System,  Inc.  uses this property  as  a  warehouse
facility.  The Registrant believes that FedEx Ground Package
System, Inc. will continue to use this property as such.

     -     Principal Provisions of the FedEx Lease   -   The
following  are  the principal provisions of the FedEx lease:

         Term                           Monthly Rent

     2/01/04 - 1/31/19                    $117,681

      At  the end of the lease term, the tenant has two  (5)
year  options.  Base rent during the first option term shall
be  $129,450 per month.  Base rent during the second  option
term shall be $135,922 per month.

     The Seller assigned the lease to the Registrant.

                           Page 2





     -    Basis  of Acquired Property for Depreciation - The
basis   for depreciation   is   the   purchase   price    of
the     property.    Approximately   $12,700,000   of    the
purchase   price    is   attributable    to   building   and
improvements,   which will be depreciated  over  a  39  year
life    on   a  straight-line  basis  (Modified  Accelerated
Recovery System).  The residual is attributable to land.

     -     Anticipated Capital Improvements - The Registrant
does   not  anticipate  any significant capital improvements
during the  term of the lease described above.

     -     Insurance Coverage - Insurance on the property is
the responsibility of the tenant.

      Registrant knows of no other material factors relating
to  the property acquired other than those discussed in this
Form 8-K.

     The following is pro forma financial information.   The
impact  of the property acquired to the financial statements
of the Registrant is as follows:


     ADJUSTMENTS TO STATEMENT OF INCOME

     Rental   and  Occupancy  Charges  -  Increase   of
     $1,412,000 based upon scheduled rent in accordance
     with the FedEx lease terms.

     Interest Expense - Increase of $892,000 based upon
     a    mortgage  of  $12,800,000 at  6.0%   interest
     with   total   monthly   principal   and  interest
     payments  of  $91,700, and a margin line  increase
     of $4,500,000, currently at 2.75%.

     Depreciation Expense - Increase of $326,000  based
     upon  approximately  12,700,000  of  the  purchase
     price    being   attributed   to   building    and
     improvements, and straight-line depreciation  over
     a 39 year life.

     Net  Income   - Increase of $194,000  (rental  and
     occupancy   charges  less  interest  expense   and
     depreciation expense).

     The  effect of  cash  made available by operations
     will  be  an increase of $520,000 (net income plus
     depreciation).


                           Page 3



     

     ADJUSTMENTS  TO  THE  BALANCE  SHEET  AT  DATE  OF
     PURCHASE

     Land,  Buildings,  Improvements  and  Equipment  -
     Increase  of  $17,700,000, based on  the  purchase
     price and closing costs.

     Loans  Payable - Increase of $4,500,000, the total
     amount used on the margin line.

     Mortgages  Payable - Increase of $12,800,000,  the
     amount of the mortgage on the acquired property.

     Cash - Decrease of $400,000, the cash paid on  the
     acquired property.

     Registrant  knows of no other financial  statement
     item  which  would be materially affected  by  the
     acquired property.

                           Page 4








                         SIGNATURES


Pursuant to the requirements of the Securities Exchange  Act
of  1934, the Registrant has duly caused this report  to  be
signed  on  its  behalf  by  the undersigned  hereunto  duly
authorized.



         MONMOUTH REAL ESTATE INVESTMENT CORPORATION




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



     Date        February 23, 2004