AMENDMENT NO. 3 TO

STATEMENT PURSUANT TO RULE 13d-1

OF THE GENERAL RULES AND REGULATIONS

UNDER THE SECURITIES ACT OF 1934, AS AMENDED

     This Amendment No. 3 amends Amendment No. 2 (as filed on October 1, 2002, “Amendment No. 2”) to the Statement on Schedule 13D (as filed on March 22, 2002, the “Schedule 13D”) in relation to shares of Class A common stock, par value $.01 per share (the “Common Stock”), of Monmouth Real Estate Investment Corporation, a Delaware corporation (“Issuer”). Capitalized terms used but not defined herein have the meanings attributed to them in Amendment No. 1, Amendment No. 2, or the original Schedule 13D.

     Items 3, 4 and 5 of Amendment No. 1, Amendment No. 2, and the original Schedule 13D are hereby amended and supplemented as follows:

Item 3. Source and Amount of Funds or Other Consideration.

     The first sentence of the first paragraph of Item 3 of Amendment No. 1, Amendment No. 2, and the original Schedule 13D is hereby amended and restated in its entirety to read as follows:

     The aggregate amount of funds used in purchasing the shares of Common Stock reported as being beneficially owned in Item 5 hereof was approximately $7,100,000.

     A fifth paragraph is hereby added to Item 3 of Amendment No. 1, Amendment No. 2, and the original Schedule 13D, which paragraph shall read as follows:

     Upon filing the October 1, 2002 Amendment No. 2 to the Statement on Schedule 13D, Oakland, Liberty Bell and Cherokee collectively owned 861,938 shares of Common Stock, or 7.35% of the outstanding shares of Common Stock. At March 30, 2004, Oakland, Liberty Bell, and Cherokee collectively owned 1,040,271 shares of Common Stock, or 6.89% of the outstanding shares of Common Stock.

     The reduction from 7.35% ownership of the outstanding shares of Common Stock as of the October 1, 2002 filing to 6.89% at March 30, 2004 is attributable to the net effect of:

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Item 4. Purpose of Transaction.

     The first sentence of the first paragraph of Item 4 of Amendment No. 1, Amendment No. 2, and the Schedule 13D is hereby amended and restated in its entirety to read as follows:

     Oakland, Liberty Bell and Cherokee had net acquisitions of 178,333 shares of Common Stock between October 1, 2002 and March 30, 2004, bringing their total ownership of the outstanding shares of Common Stock to approximately 6.89%, down from 7.35% at October 1, 2002.

Item 5. Interest in Securities of the Issuer.

     Paragraphs (a), (b) and (c) of Item 5 of Amendment No. 1, Amendment No. 2, and the Schedule 13D are hereby amended and restated in their entirety to read as follows:

     (a) As of March 30, 2004, Oakland owned 7,999 shares of Common Stock, or approximately 0.05% of the outstanding shares of Common Stock, Liberty Bell owned 529,578 shares of Common Stock, or approximately 3.51% of the outstanding shares of Common Stock, and Cherokee owned 502,694 shares, or approximately 3.33% of the outstanding shares of Common Stock. On a collective basis, as of March 30, 2004, the reporting persons beneficially owned an aggregate of approximately 6.89% of the outstanding shares of Common Stock.

     The above ownership percentages are calculated based on the total number of outstanding shares of Common Stock as reported by Issuer in its Form 10-Q for the quarter ended December 31, 2003. The total number of outstanding shares of Common Stock owned by Oakland, Liberty Bell and Cherokee does not include any shares acquired pursuant to Issuer’s Dividend and Reinvestment Plan (“DRP”) after March 15, 2004.

     (b) As of March 30, 2004, Oakland had the sole power to vote or direct the vote and to dispose or direct the disposition of an aggregate of 7,999 shares of Common Stock, or approximately 0.05% of the outstanding shares of Common Stock, Liberty Bell had the sole power to vote or direct the vote and to dispose or direct the disposition of an aggregate of 529,578 shares of Common Stock, or approximately 3.51% of the outstanding shares of Common Stock, and Cherokee had the sole power to vote or direct the vote and to dispose or direct the disposition of an aggregate of 502,694 shares of Common Stock, or approximately 3.33% of the outstanding shares of Common Stock.

     (c) During the 60-day period preceding the date of this Amendment No. 3, Liberty Bell acquired 13,293 shares of Common Stock through open market and/or DRP purchases at costs ranging from $8.50 per share to $8.88 per share, for a total cost of $117,538. Liberty Bell sold 86,400 shares through open market sales at prices ranging from $9.00 per share to $9.31 per share, for total proceeds of $793,731.

     During the 60-day period preceding the date of this Amendment No. 3, Cherokee acquired 11,475 shares of Common Stock through open market and/or DRP purchases at costs ranging from $8.50 per share to $8.88 per share, for a total cost of $101,401.

     During the 60-day period preceding the date of this Amendment No. 3, Oakland acquired 3,712 shares of Common Stock through open market and/or DRP purchases at costs

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     ranging from $8.50 per share to $8.88 per share, for a total cost of $32,498. Oakland sold 11,808 shares through open market sales at prices ranging form $9.28 per share to $9.30 per share, for total proceeds of $109,707.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 4, 2004

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