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

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

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

               Delaware                  22-1897375
      (State or other jurisdiction of   (I.R.S. employer
      incorporation or organization)    identification no.)

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

  MONMOUTH REAL ESTATE INVESTMENT CORPORATION 1997 STOCK OPTION
                              PLAN
                    (Full title of the plan)

                      Anna Chew, Controller
           3499 Route 9, Suite 3C, Freehold, NJ  07728
             (Name and address of agent for service)

Telephone number, including area code, of agent for service:  732-
577-9996

This registration statement shall hereafter become effective in
accordance with Rule 462 promulgated under the Securities Act of
1933, as amended.
                 CALCULATION OF REGISTRATION FEE

                               Proposed          Proposed
                                maximum          maximum
   Title of     Amount to be   offering         aggregate      Amount of
 Securities to   registered    price per      offering price   registration
 be registered       (1)       share (2)                          fee

Common Stock           5,000     $ 5.25       $   26,250
($.01 par value)      65,000       5.50          357,500
                      10,000       5.85           58,500
                      65,000       6.765         439,725
                     300,000       7.13        2,139,000
                      20,000       7.25          145,000
                     780,000       6.965 (3)   5,432,700
                   __________                  ____________
                   1,245,000                   8,598,675     $  791.08
                   =========                   ============   =========


(1)    Pursuant  to  Rule  416(a),  this  registration  statement
includes  such  indeterminate shares as  may  become  subject  to
options  under  the 1997 Stock Option Plan as  a  result  of  the
adjustment provisions therein.

(2)   Estimated  pursuant to Rule 457 solely for the  purpose  of
determining  the registration fee.  The price is based  upon  the
exercise price of the outstanding but unexercised options.

(3)  Estimated  pursuant to Rule 457 solely for  the  purpose  of
     determining  the  registration fee.  The price is based upon
     the high and low  prices  as reported on the NASDAQ National
     Market System on October 25, 2002.



                               -1-
<PAGE>
                             PART I


INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*

Item   2.   Registrant  Information  and  Employee  Plan   Annual
Information*

*      Information  required by Part I to  be  contained  in  the
Section    10(a)  prospectus  is omitted  from  the  registration
statement in accordance with Rule 428 under the Securities Act of
1933 and the Note to Part I of Form S-8.

                              -2-

<PAGE>


                             PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Monmouth   Real   Estate   Investment   Corporation     (the
"Registrant")   hereby   incorporates  by   reference   in   this
registration statement the following documents:

           (a)   The Registrant's most recent annual report
on  Form  10-K for the year ended September 30, 2001  filed
pursuant  to  Sections  13(a) or 15(d)  of  the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

           (b)  All other reports filed pursuant to Section
13(a)  or  15(d) of the Exchange Act, including reports  on
Form  10-Q  for the periods ended December 31, 2001,  March
31, 2002 and June 30, 2002.

           (c)        The  description of the  Registrant's
Class  A  common shares, $.01 par value, which is contained
in  a  registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose  of
updating such description.

           All  documents  subsequently filed by  the  Registrant
pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the  Exchange
Act,  prior  to  the  filing of a post-effective  amendment    to
this   registration    statement    which  indicates   that   all
securities offered hereby have been sold or which deregisters all
securities  remaining unsold, shall be deemed to be  incorporated
by  reference  in this registration statement and to  be  a  part
hereof from the date of filing of such documents.

Item 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  145 of the General Corporation Law of the State  of
Delaware  provides,  in general, that a corporation  incorporated
under  the laws of the State of Delaware, such as the Registrant,
may  indemnify any person who was or is a party or is  threatened
to  be  made  a  party  to any threatened, pending  or  completed
action, suit or proceeding (other than a derivative action by  or
in  the right of the corporation) by reason of the fact that such
person  is or was a director, officer, employee or agent  of  the
corporation,  or  is  or  was  serving  at  the  request  of  the
corporation as a director, officer, employee or agent of  another
enterprise,   against  expenses  (including   attorney's   fees),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred  by  such person  in  connection  with  such
action, suit or proceeding if such person acted in good faith and
in  a  manner  such person reasonably believed to be  in  or  not
opposed  to  the  best  interests of the corporation,  and,  with
respect  to  any criminal action or proceeding, had no reasonable

                              -3-
<PAGE>

cause to believe such person's conduct was unlawful. In the  case
of  a derivative action, a Delaware corporation may indemnify any
such person against expenses (including attorneys' fees) actually
and  reasonably  incurred by such person in connection  with  the
defense or settlement of such action or suit if such person acted
in  good faith and in a manner such person reasonably believed to
be  in  or  not opposed to the best interests of the corporation,
except  that no indemnification shall be made in respect  of  any
claim,  issue or matter as to which such person shall  have  been
adjudged to be liable to the corporation unless and only  to  the
extent that the Court of Chancery of the State of Delaware or any
other  court  in  which such action was brought  determines  such
person  is fairly and reasonable entitled to indemnity  for  such
expenses.

            Article  XII  of  the  Registrant's  Certificate   of
Incorporation and Amendments thereto states:

             "To  the  fullest  extent  permitted   by  the
General  Corporation Law of the State of Delaware,  as  the
same exists or may hereafter be amended, no director of the
Corporation  shall be personally liable to the  Corporation
or  any of its stockholders for monetary damages for breach
of  fiduciary  duty as a director; provided, however,  that
this Article XII shall not eliminate or limit the liability
of a director (i) for any breach of such director's duty of
loyalty  to the Corporation nor its stockholders, (ii)  for
acts  or  omissions  not  in good faith  or  which  involve
intentional misconduct or a knowing violation of law, (iii)
under  Title 8, Section 174 of the General Corporation  Law
of  the State of Delaware or (iv) for any transaction  from
which  such director derived an improper personal  benefit.
Failure of the Corporation to qualify as an REIT under  the
REIT  Provisions  of the Internal Revenue  Code  shall  not
render the directors liable to any stockholder or any other
person.  Any repeal or modification of this Article XII  by
the  stockholders of the Corporation shall  be  prospective
only, and shall not adversely affect any limitation on  the
personal   liability  of  a  director  of  the  Corporation
existing at the time of such repeal or modification."

     Article VI Section2 of the Registrant's By-laws and
Amendments thereto states:

           "The Corporation shall indemnify any person  who
was  or  is a party or is threatened to be made a party  to
any   threatened,  pending  or  completed   action,   suit,
proceeding  or  investigation, whether civil,  criminal  or
administrative,  and whether external or  internal  to  the
corporation  (other than a judicial action or suit  brought
by  or  in the right of the Corporation), by reason of  the
fact  that  he  or  she  is or was an  Agent,  against  all
expenses,  liability and loss (including  attorneys'  fees,
judgments,  fines, excise taxes imposed under the  Employee
Retirement   Income  Security  Act  of  1974,  as   amended
("ERISA"), or penalties and amounts paid or to be  paid  in
settlement) actually and reasonably incurred by  the  Agent
in   connection  with  such  action,  suit,  proceeding  or
investigation, or any appeal therein, if the Agent acted in
good faith and in a manner he or she reasonably believed to
be  in  or  not  opposed  to  the  best  interests  of  the
Corporation  and,  with respect to any criminal  action  or
proceeding, had no reasonable cause to believe that his  or
here  conduct was unlawful.  The termination of any action,
suit   or   proceeding  by  judgment,  order,   settlement,
conviction  or  upon  a  plea of  nolo  contendere  or  its
equivalent, shall not, of itself, create a presumption that
the  Agent did not act in good faith and in a manner  which
he  or  she reasonably believed to be in or not opposed  to
the best interests of the Corporation and, with respect  to
any  criminal  action or proceeding,  that  the  Agent  had
reasonable  cause to believe that his or  her  conduct  was
unlawful."

                              -4-
<PAGE>

      Article VI Section 3 of the Registrant's By-laws  and
Amendments thereto states:

          "The  Corporation shall indemnify any person  who
was  or  is a party or is threatened to be made a party  to
any  threatened,  pending or completed judicial  action  or
suit  brought  by  or  in the right of the  Corporation  to
procure a judgment in its favor by reason of the fact  that
such person is or was an Agent, against expenses (including
attorneys'  fees)  and amounts paid in settlement  actually
and  reasonably incurred by such person in connection  with
the defense, settlement or appeal of such action or suit if
he  or  she acted in good faith and in a manner he  or  she
reasonably  believed to be in or not opposed  to  the  best
interests    of   the   Corporation,   except    that    no
indemnification  shall  be made in respect  of  any  claim,
issue  or  matter as to which such person shall  have  been
adjudged to be liable to the Corporation unless and only to
the extent that the Court of Chancery or the court in which
such  action  or  suit  was brought  shall  determine  upon
application that, despite the adjudication of liability but
in  view of all the circumstances of the case, such  person
is  fairly  and reasonably entitled to indemnity  for  such
expenses  which the Court of Chancery or such  other  court
shall deem proper."

        In addition,    the   Registrant   have   entered    into
indemnification agreements with its officers and directors  which
contain  provisions which are in some respects broader  than  the
specific indemnification provisions contained in Section  145  of
the General Corporation Law of the State of Delaware.

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

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8.   EXHIBITS

          The  following are the Exhibits included in this
Registration Statement:

4.1       Monmouth  Real  Estate Investment  Corporation's  1997
Stock  Option  Plan.  Incorporated herein by  reference  to   the
Registrant's  Definitive  Proxy Statement dated March  20,  1997,
filed   with  the  Securities and Exchange Commission  on   March
21, 1997.

5         Opinion of Blackwell Sanders Peper Martin LLP regarding
legality.

23.1      Consent of Blackwell Sanders Peper Martin LLP (included
in Exhibit  5).

23.2      Consent of KPMG LLP.

24        Power of Attorney.

                                -5-
<PAGE>


Item 9.   UNDERTAKINGS

     (a)  RULE 415 OFFERING

               The Registrant hereby undertakes:

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

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

               (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.
Notwithstanding the foregoing, any increase or decrease  in
volume of securities offered (if the total dollar value  of
securities  offered  would  not  exceed  that   which   was
registered) and any deviation from the low or high  end  of
the  estimated maximum offering range may be  reflected  in
the  form  of prospectus filed with the Commission pursuant
to  Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum   aggregate  offering  price  set  forth   in   the
"Calculation  of Registration Fee" table in  the  effective
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.

     PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i)   and
(a)(1)(ii) do not apply if the registration statement is on
Form  S-3 or Form S-8, and the information required  to  be
included  in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the  Securities  and Exchange Commission by the  Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that  are  incorporated by reference  in  the  registration
statement.

          (2)   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.

          (3)  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.

     (b)   FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS
BY REFERENCE

     The  undersigned  Registrant  hereby  undertakes  that,  for
purposes  of determining any liability  under  the Securities Act
of  1933, each  filing  of the  Registrant's   annual report

                              -6-
<PAGE>

pursuant to Section  13(a)  or  Section 15(d) of the Exchange Act
(and,  where  applicable,  each filing  of  an  employee  benefit
plan's   annual  report pursuant to Section 15(d) of the Exchange
Act)  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 at that  time  shall  be deemed to  be  the
initial bona fide offering thereof.

     (c)  REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8

          Insofar  as  indemnification  for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the Registrant  pursuant  to
the  foregoing provisions, or otherwise, the Registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed in the Securities Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment of the Registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  Registrant in the successful defense of any action, suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has been settled by controlling precedent, submit to a court   of
appropriate       jurisdiction   the   question   whether    such
indemnification  by it is against public policy as  expressed  in
the Securities Act and will be governed by the final adjudication
of such issue.

                                 -7-
<PAGE>



                           SIGNATURES

          Pursuant to  the requirements of the Securities Act  of
1933,  as   amended,   the  Registrant certifies  that   it   has
reasonable  grounds   to   believe  that  it  meets  all  of  the
requirements  for filing  on  Form  S-8  and  has   duly   caused
this  Registration Statement  to  be  signed  on  its  behalf  by
the   undersigned, thereunto duly authorized, in the  Borough  of
Freehold, State  of New Jersey on September 25, 2002.

               MONMOUTH REAL ESTATE INVESTMENT CORPORATION

                              By:       /s/ Eugene W. Landy
                                        EUGENE W. LANDY
                                        Chairman of the Board,
                                        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 indicated on September 25, 2002.

Signature                                    Title

/s/ Eugene W. Landy                 Chairman of the Board,
Eugene W. Landy                     President and Director
                                   (Principal Executive Officer)

/s/Cynthia J. Morgenstern
Cynthia J. Mortenstern              Executive Vice President
                                    and Director

/s/ Ernest V. Bencivenga
Ernest V. Bencivenga                Treasurer and Director

/s/Anna T. Chew                     Controller and Director
Anna T. Chew                       (Principal Financial Officer)

/s/Daniel D. Cronheim
Daniel D. Cronheim                  Director

/s/Matthew I. Hirsch
Matthew I. Hirsch                   Director

/s/Charles P. Kaempffer
Charles P. Kaempffer                Director

/s/Samuel A. Landy
Samuel A. Landy                     Director

/s/John R. Sampson
John R. Sampson                     Director

/s/ Peter J. Weidhorn
Peter J. Weidhorn                   Director

                              -8-
<PAGE>


                          EXHIBIT INDEX



4.1       Monmouth  Real  Estate  Investment  Corporation's  1997
Stock  Option  Plan.   Incorporated herein by  reference  to  the
Registrant's  Definitive Proxy Statement dated  March  20,  1997,
filed  with the Securities and Exchange Commission on  March  21,
1997.

5         Opinion of Blackwell Sanders Peper Martin LLP regarding
legality.

23.1      Consent of Blackwell Sanders Peper Martin LLP (included
in Exhibit 5).

23.2      Consent of KPMG LLP.

24        Power of Attorney.


                               -9-
<PAGE>


                                                        EXHIBIT 5


          LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP



                         October 28, 2002


Monmouth Real Estate Investment Corporation
3499 Route 9, Suite 3C
Freehold, NJ  07728

Ladies and Gentlemen:

     We  have acted as counsel to Monmouth Real Estate Investment
Corporation,   a   Delaware  corporation  (the   "Company"),   in
connection  with  the filing of a registration statement  by  the
Company  on  Form  S-8 (the "Registration Statement")  under  the
Securities Act of 1933, as amended, registering 1,245,000  shares
(the "Shares") of Common Stock of the Company, $.01 par value per
share,  to be issued to eligible participants in accordance  with
the terms of the Monmouth Real Estate Investment Corporation 1997
Stock Option Plan (the "Plan").

     In  connection  with  the foregoing, we have  examined  such
documents,  corporate records and other instruments  as  we  have
deemed  necessary or appropriate in connection with this opinion.
Based  upon  and subject to the foregoing, we are of the  opinion
that  the  Shares,  when sold and issued in accordance  with  the
Plan, will be, legally issued, fully paid and non-assessable.

       We consent to the filing of this opinion as an exhibit  to
the Registration Statement.

                                      Very truly yours,


                           /s/Blackwell Sanders Peper Martin LLP
                           Blackwell Sanders Peper Martin LLP


                                -10-

<PAGE>

                                                     EXHIBIT 23.2




                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-8,  of  Monmouth  Real  Estate  Investment
Corporation,  pertaining to the Monmouth Real  Estate  Investment
Corporation 1997 Stock Option 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, 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.





                                         /s/KPMG LLP
                                         KPMG LLP



Short Hills, New Jersey
October 23, 2002


                               -11-

<PAGE>


                                                       EXHIBIT 24

                        POWER OF ATTORNEY

           Each  person  executing this Power of Attorney  hereby
appoints Eugene W.  Landy and Anna T. Chew, or either of them, as
his   or  her  attorney-in-fact  to  execute  and  to  file  such
amendments  to  this  Form  S-8 Registration  Statement  as  such
attorneys-in-fact,  or either of them, may  deem  appropriate  or
withdraw   from   the  registration  process  this   Registration
Statement.

      This  Power  of Attorney has been signed by  the  following
persons in the capacities indicated on September 25, 2002.

Signature                               Title

/s/ Eugene W. Landy           Chairman of the Board, President
Eugene W. Landy               and Director
                              (Principal Executive Officer)

/s/Cynthia J. Morgenstern
Cynthia J. Mortenstern        Executive Vice President and
                              Director

/s/ Ernest V. Bencivenga
Ernest V. Bencivenga          Treasurer and Director

/s/Anna T. Chew               Controller and Director
Anna T. Chew                  (Principal Financial Officer)

/s/Daniel D. Cronheim
Daniel D. Cronheim            Director

/s/Matthew I. Hirsch
Matthew I. Hirsch             Director

/s/Charles P. Kaempffer
Charles P. Kaempffer          Director

/s/Samuel A. Landy
Samuel A. Landy               Director

/s/John R. Sampson
John R. Sampson               Director

/s/ Peter J. Weidhorn
Peter J. Weidhorn             Director

                             -12-
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{"company-data": {"conformed-name": "MONMOUTH REAL ESTATE INVESTMENT CORP", "cik": "0000067625", "assigned-sic": "6798", "irs-number": "221897375", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100805", "film-number": "02800850"}, "business-address": {"street1": "3499 ROUTE 9 N, SUITE 3-C", "street2": "JUNIPER BUSINESS PLAZA", "city": "FREEHOLD", "state": "NJ", "zip": "07728", "phone": "7325779996"}, "mail-address": {"street1": "3499 ROUTE 9 N, SUITE 3-C", "street2": "JUNIPER BUSINESS PLAZA", "city": "FREEHOLD", "state": "NJ", "zip": "07728"}, "former-company": {"former-conformed-name": "MONMOUTH REAL ESTATE INVESTMENT TRUST", "date-changed": "19900403"}}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

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

               Delaware                  22-1897375
      (State or other jurisdiction of   (I.R.S. employer
      incorporation or organization)    identification no.)

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

  MONMOUTH REAL ESTATE INVESTMENT CORPORATION 1997 STOCK OPTION
                              PLAN
                    (Full title of the plan)

                      Anna Chew, Controller
           3499 Route 9, Suite 3C, Freehold, NJ  07728
             (Name and address of agent for service)

Telephone number, including area code, of agent for service:  732-
577-9996

This registration statement shall hereafter become effective in
accordance with Rule 462 promulgated under the Securities Act of
1933, as amended.
                 CALCULATION OF REGISTRATION FEE

                               Proposed          Proposed
                                maximum          maximum
   Title of     Amount to be   offering         aggregate      Amount of
 Securities to   registered    price per      offering price   registration
 be registered       (1)       share (2)                          fee

Common Stock           5,000     $ 5.25       $   26,250
($.01 par value)      65,000       5.50          357,500
                      10,000       5.85           58,500
                      65,000       6.765         439,725
                     300,000       7.13        2,139,000
                      20,000       7.25          145,000
                     780,000       6.965 (3)   5,432,700
                   __________                  ____________
                   1,245,000                   8,598,675     $  791.08
                   =========                   ============   =========

(1)    Pursuant  to  Rule  416(a),  this  registration  statement
includes  such  indeterminate shares as  may  become  subject  to
options  under  the 1997 Stock Option Plan as  a  result  of  the
adjustment provisions therein.

(2)   Estimated  pursuant to Rule 457 solely for the  purpose  of
determining  the registration fee.  The price is based  upon  the
exercise price of the outstanding but unexercised options.

(3)  Estimated  pursuant to Rule 457 solely for  the  purpose  of
     determining  the  registration fee.  The price is based upon
     the high and low  prices  as reported on the NASDAQ National
     Market System on October 25, 2002.

                               -1-
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*

Item   2.   Registrant  Information  and  Employee  Plan   Annual
Information*

*      Information  required by Part I to  be  contained  in  the
Section    10(a)  prospectus  is omitted  from  the  registration
statement in accordance with Rule 428 under the Securities Act of
1933 and the Note to Part I of Form S-8.

                              -2-
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Monmouth   Real   Estate   Investment   Corporation     (the
"Registrant")   hereby   incorporates  by   reference   in   this
registration statement the following documents:

           (a)   The Registrant's most recent annual report
on  Form  10-K for the year ended September 30, 2001  filed
pursuant  to  Sections  13(a) or 15(d)  of  the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

           (b)  All other reports filed pursuant to Section
13(a)  or  15(d) of the Exchange Act, including reports  on
Form  10-Q  for the periods ended December 31, 2001,  March
31, 2002 and June 30, 2002.

           (c)        The  description of the  Registrant's
Class  A  common shares, $.01 par value, which is contained
in  a  registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose  of
updating such description.

           All  documents  subsequently filed by  the  Registrant
pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the  Exchange
Act,  prior  to  the  filing of a post-effective  amendment    to
this   registration    statement    which  indicates   that   all
securities offered hereby have been sold or which deregisters all
securities  remaining unsold, shall be deemed to be  incorporated
by  reference  in this registration statement and to  be  a  part
hereof from the date of filing of such documents.

Item 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  145 of the General Corporation Law of the State  of
Delaware  provides,  in general, that a corporation  incorporated
under  the laws of the State of Delaware, such as the Registrant,
may  indemnify any person who was or is a party or is  threatened
to  be  made  a  party  to any threatened, pending  or  completed
action, suit or proceeding (other than a derivative action by  or
in  the right of the corporation) by reason of the fact that such
person  is or was a director, officer, employee or agent  of  the
corporation,  or  is  or  was  serving  at  the  request  of  the
corporation as a director, officer, employee or agent of  another
enterprise,   against  expenses  (including   attorney's   fees),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred  by  such person  in  connection  with  such
action, suit or proceeding if such person acted in good faith and
in  a  manner  such person reasonably believed to be  in  or  not
opposed  to  the  best  interests of the corporation,  and,  with
respect  to  any criminal action or proceeding, had no reasonable

                              -3-
cause to believe such person's conduct was unlawful. In the  case
of  a derivative action, a Delaware corporation may indemnify any
such person against expenses (including attorneys' fees) actually
and  reasonably  incurred by such person in connection  with  the
defense or settlement of such action or suit if such person acted
in  good faith and in a manner such person reasonably believed to
be  in  or  not opposed to the best interests of the corporation,
except  that no indemnification shall be made in respect  of  any
claim,  issue or matter as to which such person shall  have  been
adjudged to be liable to the corporation unless and only  to  the
extent that the Court of Chancery of the State of Delaware or any
other  court  in  which such action was brought  determines  such
person  is fairly and reasonable entitled to indemnity  for  such
expenses.

            Article  XII  of  the  Registrant's  Certificate   of
Incorporation and Amendments thereto states:

             "To  the  fullest  extent  permitted   by  the
General  Corporation Law of the State of Delaware,  as  the
same exists or may hereafter be amended, no director of the
Corporation  shall be personally liable to the  Corporation
or  any of its stockholders for monetary damages for breach
of  fiduciary  duty as a director; provided, however,  that
this Article XII shall not eliminate or limit the liability
of a director (i) for any breach of such director's duty of
loyalty  to the Corporation nor its stockholders, (ii)  for
acts  or  omissions  not  in good faith  or  which  involve
intentional misconduct or a knowing violation of law, (iii)
under  Title 8, Section 174 of the General Corporation  Law
of  the State of Delaware or (iv) for any transaction  from
which  such director derived an improper personal  benefit.
Failure of the Corporation to qualify as an REIT under  the
REIT  Provisions  of the Internal Revenue  Code  shall  not
render the directors liable to any stockholder or any other
person.  Any repeal or modification of this Article XII  by
the  stockholders of the Corporation shall  be  prospective
only, and shall not adversely affect any limitation on  the
personal   liability  of  a  director  of  the  Corporation
existing at the time of such repeal or modification."

     Article VI Section2 of the Registrant's By-laws and
Amendments thereto states:

           "The Corporation shall indemnify any person  who
was  or  is a party or is threatened to be made a party  to
any   threatened,  pending  or  completed   action,   suit,
proceeding  or  investigation, whether civil,  criminal  or
administrative,  and whether external or  internal  to  the
corporation  (other than a judicial action or suit  brought
by  or  in the right of the Corporation), by reason of  the
fact  that  he  or  she  is or was an  Agent,  against  all
expenses,  liability and loss (including  attorneys'  fees,
judgments,  fines, excise taxes imposed under the  Employee
Retirement   Income  Security  Act  of  1974,  as   amended
("ERISA"), or penalties and amounts paid or to be  paid  in
settlement) actually and reasonably incurred by  the  Agent
in   connection  with  such  action,  suit,  proceeding  or
investigation, or any appeal therein, if the Agent acted in
good faith and in a manner he or she reasonably believed to
be  in  or  not  opposed  to  the  best  interests  of  the
Corporation  and,  with respect to any criminal  action  or
proceeding, had no reasonable cause to believe that his  or
here  conduct was unlawful.  The termination of any action,
suit   or   proceeding  by  judgment,  order,   settlement,
conviction  or  upon  a  plea of  nolo  contendere  or  its
equivalent, shall not, of itself, create a presumption that
the  Agent did not act in good faith and in a manner  which
he  or  she reasonably believed to be in or not opposed  to
the best interests of the Corporation and, with respect  to
any  criminal  action or proceeding,  that  the  Agent  had
reasonable  cause to believe that his or  her  conduct  was
unlawful."

                              -4-
Article VI Section 3 of the Registrant's By-laws  and
Amendments thereto states:

          "The  Corporation shall indemnify any person  who
was  or  is a party or is threatened to be made a party  to
any  threatened,  pending or completed judicial  action  or
suit  brought  by  or  in the right of the  Corporation  to
procure a judgment in its favor by reason of the fact  that
such person is or was an Agent, against expenses (including
attorneys'  fees)  and amounts paid in settlement  actually
and  reasonably incurred by such person in connection  with
the defense, settlement or appeal of such action or suit if
he  or  she acted in good faith and in a manner he  or  she
reasonably  believed to be in or not opposed  to  the  best
interests    of   the   Corporation,   except    that    no
indemnification  shall  be made in respect  of  any  claim,
issue  or  matter as to which such person shall  have  been
adjudged to be liable to the Corporation unless and only to
the extent that the Court of Chancery or the court in which
such  action  or  suit  was brought  shall  determine  upon
application that, despite the adjudication of liability but
in  view of all the circumstances of the case, such  person
is  fairly  and reasonably entitled to indemnity  for  such
expenses  which the Court of Chancery or such  other  court
shall deem proper."

        In addition,    the   Registrant   have   entered    into
indemnification agreements with its officers and directors  which
contain  provisions which are in some respects broader  than  the
specific indemnification provisions contained in Section  145  of
the General Corporation Law of the State of Delaware.

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

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8.   EXHIBITS

          The  following are the Exhibits included in this
Registration Statement:

4.1       Monmouth  Real  Estate Investment  Corporation's  1997
Stock  Option  Plan.  Incorporated herein by  reference  to   the
Registrant's  Definitive  Proxy Statement dated March  20,  1997,
filed   with  the  Securities and Exchange Commission  on   March
21, 1997.

5         Opinion of Blackwell Sanders Peper Martin LLP regarding
legality.

23.1      Consent of Blackwell Sanders Peper Martin LLP (included
in Exhibit  5).

23.2      Consent of KPMG LLP.

24        Power of Attorney.

                                -5-
Item 9.   UNDERTAKINGS

     (a)  RULE 415 OFFERING

               The Registrant hereby undertakes:

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

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

               (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.
Notwithstanding the foregoing, any increase or decrease  in
volume of securities offered (if the total dollar value  of
securities  offered  would  not  exceed  that   which   was
registered) and any deviation from the low or high  end  of
the  estimated maximum offering range may be  reflected  in
the  form  of prospectus filed with the Commission pursuant
to  Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum   aggregate  offering  price  set  forth   in   the
"Calculation  of Registration Fee" table in  the  effective
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.

     PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i)   and
(a)(1)(ii) do not apply if the registration statement is on
Form  S-3 or Form S-8, and the information required  to  be
included  in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the  Securities  and Exchange Commission by the  Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that  are  incorporated by reference  in  the  registration
statement.

          (2)   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.

          (3)  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.

     (b)   FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS
BY REFERENCE

     The  undersigned  Registrant  hereby  undertakes  that,  for
purposes  of determining any liability  under  the Securities Act
of  1933, each  filing  of the  Registrant's   annual report

                              -6-
pursuant to Section  13(a)  or  Section 15(d) of the Exchange Act
(and,  where  applicable,  each filing  of  an  employee  benefit
plan's   annual  report pursuant to Section 15(d) of the Exchange
Act)  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 at that  time  shall  be deemed to  be  the
initial bona fide offering thereof.

     (c)  REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8

          Insofar  as  indemnification  for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the Registrant  pursuant  to
the  foregoing provisions, or otherwise, the Registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed in the Securities Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment of the Registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  Registrant in the successful defense of any action, suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has been settled by controlling precedent, submit to a court   of
appropriate       jurisdiction   the   question   whether    such
indemnification  by it is against public policy as  expressed  in
the Securities Act and will be governed by the final adjudication
of such issue.

                                 -7-
SIGNATURES

          Pursuant to  the requirements of the Securities Act  of
1933,  as   amended,   the  Registrant certifies  that   it   has
reasonable  grounds   to   believe  that  it  meets  all  of  the
requirements  for filing  on  Form  S-8  and  has   duly   caused
this  Registration Statement  to  be  signed  on  its  behalf  by
the   undersigned, thereunto duly authorized, in the  Borough  of
Freehold, State  of New Jersey on September 25, 2002.

               MONMOUTH REAL ESTATE INVESTMENT CORPORATION

                              By:       /s/ Eugene W. Landy
                                        EUGENE W. LANDY
                                        Chairman of the Board,
                                        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 indicated on September 25, 2002.

Signature                                    Title

/s/ Eugene W. Landy                 Chairman of the Board,
Eugene W. Landy                     President and Director
                                   (Principal Executive Officer)

/s/Cynthia J. Morgenstern
Cynthia J. Mortenstern              Executive Vice President
                                    and Director

/s/ Ernest V. Bencivenga
Ernest V. Bencivenga                Treasurer and Director

/s/Anna T. Chew                     Controller and Director
Anna T. Chew                       (Principal Financial Officer)

/s/Daniel D. Cronheim
Daniel D. Cronheim                  Director

/s/Matthew I. Hirsch
Matthew I. Hirsch                   Director

/s/Charles P. Kaempffer
Charles P. Kaempffer                Director

/s/Samuel A. Landy
Samuel A. Landy                     Director

/s/John R. Sampson
John R. Sampson                     Director

/s/ Peter J. Weidhorn
Peter J. Weidhorn                   Director

                              -8-
EXHIBIT INDEX

4.1       Monmouth  Real  Estate  Investment  Corporation's  1997
Stock  Option  Plan.   Incorporated herein by  reference  to  the
Registrant's  Definitive Proxy Statement dated  March  20,  1997,
filed  with the Securities and Exchange Commission on  March  21,
1997.

5         Opinion of Blackwell Sanders Peper Martin LLP regarding
legality.

23.1      Consent of Blackwell Sanders Peper Martin LLP (included
in Exhibit 5).

23.2      Consent of KPMG LLP.

24        Power of Attorney.

                               -9-
EXHIBIT 5

          LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP

                         October 28, 2002

Monmouth Real Estate Investment Corporation
3499 Route 9, Suite 3C
Freehold, NJ  07728

Ladies and Gentlemen:

     We  have acted as counsel to Monmouth Real Estate Investment
Corporation,   a   Delaware  corporation  (the   "Company"),   in
connection  with  the filing of a registration statement  by  the
Company  on  Form  S-8 (the "Registration Statement")  under  the
Securities Act of 1933, as amended, registering 1,245,000  shares
(the "Shares") of Common Stock of the Company, $.01 par value per
share,  to be issued to eligible participants in accordance  with
the terms of the Monmouth Real Estate Investment Corporation 1997
Stock Option Plan (the "Plan").

     In  connection  with  the foregoing, we have  examined  such
documents,  corporate records and other instruments  as  we  have
deemed  necessary or appropriate in connection with this opinion.
Based  upon  and subject to the foregoing, we are of the  opinion
that  the  Shares,  when sold and issued in accordance  with  the
Plan, will be, legally issued, fully paid and non-assessable.

       We consent to the filing of this opinion as an exhibit  to
the Registration Statement.

                                      Very truly yours,

                           /s/Blackwell Sanders Peper Martin LLP
                           Blackwell Sanders Peper Martin LLP

                                -10-
EXHIBIT 23.2

                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-8,  of  Monmouth  Real  Estate  Investment
Corporation,  pertaining to the Monmouth Real  Estate  Investment
Corporation 1997 Stock Option 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, 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.

                                         /s/KPMG LLP
                                         KPMG LLP

Short Hills, New Jersey
October 23, 2002

                               -11-
EXHIBIT 24

                        POWER OF ATTORNEY

           Each  person  executing this Power of Attorney  hereby
appoints Eugene W.  Landy and Anna T. Chew, or either of them, as
his   or  her  attorney-in-fact  to  execute  and  to  file  such
amendments  to  this  Form  S-8 Registration  Statement  as  such
attorneys-in-fact,  or either of them, may  deem  appropriate  or
withdraw   from   the  registration  process  this   Registration
Statement.

      This  Power  of Attorney has been signed by  the  following
persons in the capacities indicated on September 25, 2002.

Signature                               Title

/s/ Eugene W. Landy           Chairman of the Board, President
Eugene W. Landy               and Director
                              (Principal Executive Officer)

/s/Cynthia J. Morgenstern
Cynthia J. Mortenstern        Executive Vice President and
                              Director

/s/ Ernest V. Bencivenga
Ernest V. Bencivenga          Treasurer and Director

/s/Anna T. Chew               Controller and Director
Anna T. Chew                  (Principal Financial Officer)

/s/Daniel D. Cronheim
Daniel D. Cronheim            Director

/s/Matthew I. Hirsch
Matthew I. Hirsch             Director

/s/Charles P. Kaempffer
Charles P. Kaempffer          Director

/s/Samuel A. Landy
Samuel A. Landy               Director

/s/John R. Sampson
John R. Sampson               Director

/s/ Peter J. Weidhorn
Peter J. Weidhorn             Director

                             -12-