Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
UMH PROPERTIES, INC.
   2. Issuer Name and Ticker or Trading Symbol
MONMOUTH REAL ESTATE INVESTMENT CORP [mnrta] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Affiliate
(Last)
(First)
(Middle)
3499 ROUTE 9 N, SUITE 3-C, JUNIPER BUSINESS PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
06/16/2008
(Street)

FREEHOLD, NJ 07728		 4. If Amendment, Date Original Filed(Month/Day/Year)
06/17/2008		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Monmouth Real Estate Investment Corporation               2,036,102.6326 (1) (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
UMH PROPERTIES, INC.
3499 ROUTE 9 N, SUITE 3-C
JUNIPER BUSINESS PLAZA
FREEHOLD, NJ 07728		       Affiliate

Signatures

 Susan M. Jordan   06/17/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Amendment to Form 4 filed earlier on 6/17/2008 due to omission of complete footnote, included below. Includes 1,688.2892 shares acquired through dividend reinvestment. In addition, on July 31, 2007, a wholly-owned subsidiary of the Issuer merged into Monmouth Capital Corporation. Pursuant to the Merger, Monmouth Capital's 8% Convertible Subordinated Debentures Due 2013 (2003 Debentures) became convertible into shares of the Issuer's common stock at an adjusted conversion price of $9.16 per share and Monmouth Capital's 8% Convertible Subordinated Debentures Due 2015 (2005 Debentures) became convertible into shares of the Issuer's common stock at an adjusted conversion price of $11.45 per share.
(2) (continued from Footnote 1 above) As of this date, UMH owns $1,000,000 principal amount of the 2003 Debentures, representing 109,170 shares of the Issuer's Common Stock on a converted basis, and $5,000,000 principal amount of the 2005 Debentures, representing 436,681 shares of the Issuer's Common Stock on a converted basis. The total number of securities of the Issuer beneficially owned at this time includes 545,852 shares of Common Stock of the Issuer issuable upon conversion of the 2003 and 2005 Debentures.

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