SC 13D

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

SCHEDULE 13D
(Rule 13d-101)
__________

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Monmouth Real Estate Investment Corporation

(Name of Issuer)

Common Stock (par value $0.01 per share

Title of Class of Securities)

609720107

(CUSIP Number)

Eugene W. Landy
Chairman of the Board
UMH Properties, Inc.
3499 Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728

(732) 577-9997

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 13, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

Continued on following pages

SCHEDULE 13D

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

UMH Properties, Inc., a Maryland corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                     (a) [   ]
                                                                                                                                                    (b) [X]

Existance of a group is not affirmed but see relationship described herein.

3 SEC USE ONLY
   

4 SOURCE OF FUNDS
   
WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

None

6 CITIZENSHIP OR PLACE OF ORGANIZATION
   
Maryland

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7


8


9


10 SOLE VOTING POWER
1,705,981

SHARED VOTING POWER
Not applicable

SOLE DISPOSITIVE POWER
1,705,981

SHARED DISPOSITIVE POWER
Not applicable

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
1,705,981

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                      [   ]
  

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.97%

14
TYPE OF REPORTING PERSON
   
CO

Item 1. Security and Issuer.

           Common Stock issued by Monmouth Real Estate Investment Corporation (the "Issuer"), Juniper Business Plaza, Suite 3-C, 3499 Route 9 North, Freehold, New Jersey 07728.

Item 2. Identity and Background.

(a) This statement is filed on behalf of UMH Properties, Inc., a Maryland corporation ("UMH").

(b) The business address of UMH is as follows:

UMH Properties, Inc.
Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728

(c) The principal business of UMH is a real estate investment trust owning and operating manufactured home communities and other real estate.

(d) UMH has not during the past five (5) years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) UMH was not during the last five (5) years a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) UMH is a Maryland corporation with its principal executive offices in Freehold, New Jersey.

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

           The consideration for the purchase by UMH of 1,000,000 shares of the Issuer's Common Stock on September 13, 2007 was $8,500,000. The source of funds for the purchase of these securities was the working capital of UMH. UMH did not borrow any funds to effectuate the transaction whereby UMH purchased the securities which are the subject of this filing on Schedule 13D.

Item 4. Purpose of the Transaction

          UMH and the Issuer are two separate real estate investment trusts ("REITs"). Certain directors are directors of both REITs. Management of the two REITs overlap. The two companies have been operated by common management since their formation in 1968. UMH specializes in the ownership and operation of manufactured home communities. The Issuer specializes in the ownership and operation of net-leased industrial properties.

          On September 13, 2007 UMH agreed to purchase 1,000,000 shares of Common Stock of the Issuer from Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (the "Seller"), for the consideration described in Item 3 above and on the terms and conditions set forth in the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated September 14, 2007, by and among the Seller, UMH and the Issuer, a copy of which is filed herewith. The purchase of such shares was consummated on September 13, 2007.

          The Common Stock of the Issuer was acquired by UMH for investment purposes. The acquisition involved no change of control of the Issuer. UMH is a shareholder of the Issuer.

           Except as set forth in the last two paragraphs of this Item 4, UMH has no plans for the following:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; except that purchases of the Issuer's Common Stock may be made from time to time under the Issuer's Dividend Reinvestment and Stock Purchase Plan;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer's business or corporate structure;

(g) Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination or registration; or

(j) Any action similar to any of those enumerated above.

          UMH maintains a portfolio of REIT securities and may purchase in the future additional securities of the Issuer in that portfolio; however UMH does not intend to acquire more than 9.8% of the Issuer's securities. UMH disposes of REIT securities from time to time but has no plans for the disposition of the Issuer's Common Stock.

          In addition, as previously disclosed in the Issuer's Joint Proxy Statement/Prospectus dated June 8, 2007, management of the Issuer and UMH have considered the consolidation of the Issuer and UMH. There are advantages and disadvantages to such a combination. To date, there has been no decision to pursue such a consolidation.

Item 5. Interest in Securities of the Issuer.

(a) As of the close of business on September 20, 2007, UMH owns 1,705,981 shares of Common Stock of the Issuer, which represents 6.97% of the total outstanding shares of the Common Stock of the Issuer, including shares issuable upon conversion of convertible debentures held by UMH as described in section (c) below.

(b) The information required by this sub-paragraph is contained in the responses to Items 7-10 of the second part of the cover page hereto, which items are hereby incorporated by reference.

(c) There were no transactions effected by UMH with respect to the Common Stock of the Issuer during the past 60 days except as follows:

i. The following open market purchases:

Name	Date	Amount of     Shares	Character of Transaction	Price Per Share
UMH	8/22/07	6,100	Open market purchase	$8
UMH	8/22/07	400	Open market purchase	$7.99
UMH	8/22/07	200	Open market purchase	$7.9899
UMH	8/22/07	2,000	Open market purchase	$8.03
UMH	8/22/07	2,300	Open market purchase	$7.9925
UMH	9/5/07	1,818	Open market purchase	$7.97
UMH	9/5/07	700	Open market purchase	$7.92

ii. On July 31, 2007, Route 9 Acquisition, Inc., a New Jersey corporation and a wholly-owned subsidiary of the Issuer, merged (the "Merger") with and into Monmouth Capital Corporation, a New Jersey corporation ("Monmouth Capital"), with Monmouth Capital as the surviving corporation. As a result of the Merger, each share of Monmouth Capital's common stock, par value $1.00 per share, outstanding at the time of the Merger was converted into and exchanged for the right to receive 0.655 shares of the Issuer's Common Stock, and the Issuer became the owner of all of the outstanding stock of Monmouth Capital. At the time of the Merger, UMH owned 107,403 shares of Monmouth Capital which were converted into 70,349 shares of the Issuer as a result of the Merger, all of which are still owned by UMH.

iii. Pursuant to the terms of an Indenture, dated as of October 23, 2003 (the "2003 Indenture"), between Monmouth Capital and Wilmington Trust Company, as trustee (the "Trustee"), following the Merger, Monmouth Capital's outstanding 8% Convertible Subordinated Debentures Due 2013 (the "2003 Debentures"), governed by the 2003 Indenture, became convertible into shares of the Issuer's Common Stock at an adjusted conversion price of $9.16 per share and, on July 31, 2007, the Issuer, Monmouth Capital and the Trustee entered into a First Supplemental Indenture to the 2003 Indenture reflecting the Issuer's obligation to issue shares of the Common Stock upon conversion of the 2003 Debentures.

Pursuant to the terms of an Indenture, dated as of March 30, 2005 (the "2005 Indenture"), between Monmouth Capital and the Trustee, following the Merger, Monmouth Capital's outstanding 8% Convertible Subordinated Debentures Due 2015 (the "2005 Debentures"), governed by the 2005 Indenture, became convertible into shares of the Issuer's Common Stock at an adjusted conversion price of $11.45 per share and, on July 31, 2007, the Issuer, Monmouth Capital and the Trustee entered into a First Supplemental Indenture to the 2005 Indenture reflecting the Issuer's obligation to issue shares of Common Stock upon conversion of the 2005 Debentures.

As of September 21, 2007, 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.

iv. On September 17, 2007, UMH acquired 1,263 shares of the Issuer's Common Stock at a purchase price of $8.2091 per share through the Issuer's Dividend Reinvestment Plan which provides holders of the Issuer's Common Stock with a method of investing all or part of cash dividends and optional cash payments in additional shares of Common Stock of the Issuer.

v. Eugene W. Landy, President of the Issuer and Chairman of the Board of UMH, purchased on August 14, 2007, (a) 20,000 shares of the Common Stock of the Issuer for the Landy & Landy Employees' Pension Plan, as reported on the Form 4 for Eugene W. Landy dated August 14, 2007; and (b) 10,000 shares of the Issuer's Common Stock for the Landy and Landy Employees' Profit Sharing Plan, as reported on the Form 4 for Eugene W. Landy dated August 14, 2007.

(d) This item is not applicable.

(e) This item is not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

          The information set forth or incorporated by reference in Items 4 and 5 is hereby incorporated herein by reference. UMH is not a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except, as disclosed in Items 4 and 5 above, and except for the Stock Purchase Agreement referenced in Item 4 and filed as Exhibit 1 hereto.

Item 7. Material to be Filed as Exhibits.

Exhibit Number Description

1 Stock Purchase Agreement, dated September 14, 2007, by and among Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership, UMH Properties, Inc., a Maryland corporation, and Monmouth Real Estate Investment Corporation, a Maryland corporation.

SIGNATURE

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

September 21, 2007

UMH PROPERTIES, INC.

By: /s/ Eugene Landy                     
Name: Eugene W. Landy
Title: Chairman of the Board

EX-1

STOCK PURCHASE AGREEMENT

           THIS STOCK PURCHASE AGREEMENT (this "Agreement") dated this 14^th day of September, 2007, by and among Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership with principal offices at One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024 ("Seller"), UMH Properties, Inc., a Maryland corporation and a corporation registered under the Investment Company Act of 1940, as amended, with principal offices located at 3499 Route 9 North, Suite 3-C, Juniper Business Plaza, Freehold, New Jersey 07728 ("Buyer") and Monmouth Real Estate Investment Corp., a Maryland corporation , with principal offices located at 3499 Route 9 North, Suite 3-C, Juniper Business Plaza, Freehold, New Jersey 07728 ("MREIC").

           WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, upon the terms and subject to the conditions of this Agreement, one million (1,000,000) shares of the common stock of MREIC, par value $.01 per share (the "Purchased Shares"), for the Purchase Price (as hereinafter defined).

           NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

           1.     PURCHASE AND SALE OF COMMON STOCK

                (a)      Transaction. Buyer hereby purchases from Seller, and the Seller hereby sells to Buyer, the Purchased Shares.

                (b)      Purchase Price; Form of Payment. The purchase price for the Purchased Shares is Eight Million Five Hundred Thousand Dollars ($8,500,000) (the "Purchase Price").

                (c)      Closing. The closing of the purchase of the Purchased Shares shall occur on or before September 12, 2007. Delivery shall be conditional on the receipt of a federal wire transfer of the Purchase Price to the designated account of the Seller.

           2.     BUYER'S REPRESENTATIONS AND WARRANTIES Buyer represents and warrants to the Seller as follows:

                (a)      Buyer is purchasing the Purchased Shares for its own account, for investment purposes only and not with a view towards, or in connection with, the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act").

                (b)      Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act; (ii) experienced in making investments of the kind contemplated by this Agreement; (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Purchased Shares; and (iv) able to afford the loss of its investment in the Purchased Shares.

                (c)      Buyer understands that the Purchased Shares have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission.

                (d)      This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.

           3.     SELLER'S REPRESENTATIONS AND WARRANTIES

           Seller represents and warrants to Buyer as follows:

                (a)     Seller has good, valid and marketable title to the Purchased Shares free of all liens, claims and encumbrances.

                (b)      This Agreement has been duly and validly authorized, executed and delivered by Seller and is a valid and binding agreement of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.

           4.     MREIC'S REPRESENTATIONS AND WARRANTIES

           MREIC represents and warrants to Seller that as of the date of this Agreement it is not in discussions or negotiations with any party to enter into any type of corporate transaction including without limitation, any purchase of securities of MREIC, sale of securities by MREIC, sale of assets, merger, liquidation, dissolution or other transaction which would value MREIC or entitle it or its shareholders to receive the equivalent of more than $8.50 per share. MREIC also represents and warrants that it knows of no shareholder who is selling its shares for more than $8.50 per share.

           5.     CERTAIN COVENANTS AND ACKNOWLEDGMENTS

                (a)      Other Documents. Simultaneously with the execution and delivery of this Agreement, Buyer and Seller each shall have received such additional documents, certificates and other deliveries, as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated.

                (b)      Further Action. Each of the parties hereto shall execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.

           6.     SURVIVAL

          The representations, warranties and covenants made by each of the Seller, Buyer and MREIC in this Agreement and in each instrument, agreement and certificate entered into and delivered by them pursuant to this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of two (2) years from the date of this Agreement.

           7.     GOVERNING LAW

          This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to the conflict of law principles of such state.

           8.     SUBMISSION TO JURISDICTION

          Each of the parties hereto consents to the exclusive jurisdiction of the federal courts for the District of New Jersey or the state courts of the State of New Jersey in connection with any dispute arising under this Agreement. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum or improper venue to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. Each party hereto irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in such courts by the mailing of copies of such process by certified or registered airmail at its address set forth above. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

           9.     WAIVER OF JURY TRIAL

          TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY HERETO I) CERTIFIES THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

           10.     COUNTERPARTS; EXECUTION

          This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.

           11.     HEADINGS

          The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

           12.     SEVERABILITY

          In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

           13.     ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS

          This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

           14.     ASSIGNMENT

          This Agreement shall not be assignable by either of the parties hereto without the prior written consent of the other party, and any attempted assignment contrary to the provisions hereby shall be null and void.

           15.     EXPENSES

          All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such costs and expenses.

[Signature Page Follows]

           IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement on the date first above written.

PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.

By: Palisade Concentrated Holdings, LLC,
     its General Partner


By:  /s/ Steven E. Berman
Name: Steven E. Berman
Title: Authorized Person


UMH PROPERTIES, INC.


By:  /s/ Samuel Landy
Name: Samuel Landy
Title: President


MONMOUTH REAL ESTATE INVESTMENT CORP.


By:  /s/ Eugene Landy
Name: Eugene Landy
Title: President

ACKNOWLEDGMENT

           ACKNOWLEDGMENT dated this 14^th day of September, 2007, made by Monmouth Real Estate Investment Corp., a Maryland corporation, with principal offices located at 3499 Route 9 North, Suite 3-C, Juniper Business Plaza, Freehold, New Jersey 07728 ("MREIC") to Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership with principal offices at One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024 ("Seller").

           WHEREAS, MREIC, Seller and UMH Properties, Inc., a Maryland corporation ("UMH"), are parties to a stock purchase agreement dated as of the date hereof pursuant to which Seller is selling to UMH one million (1,000,000) shares of MREIC common stock.

           1.      As of the date of this Acknowledgement, MREIC has made no decision regarding the combination of UMH and MREIC. However, MREIC management has considered and discussed this topic in the past, and MREIC reserves the right to enter into such a combination in the future.

           2.      As of the date of this Acknowledgement, MREIC is not in discussions or negotiations with any party regarding a corporate sale or merger. However, management does meet from time to time with other parties who may at some point express an interest in pursuing such a transaction. MREIC reserves the right to enter into discussions regarding such a transaction in the future.

           IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Acknowledgment on the date first above written.

MONMOUTH REAL ESTATE INVESTMENT CORP.


By:  /s/ Eugene Landy
Name: Eugene Landy
Title: President


PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.

By: Palisade Concentrated Holdings, LLC,
     its General Partner


By:  /s/ Steven E. Berman
Name: Steven E. Berman
Title: Authorized Person