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)                 January 20, 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 No.)
  3499 Route 9N, Suite 3C, Freehold, NJ  07728
 (Address of principal executive offices)        (Zip Code)

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

                         Not applicable
  (Former name or former address, if changed since last report)




Item 5.  Other Events

On   January  20,  2004,  Monmouth  Real  Estate  Investment
Corporation  issued a press release announcing  the  private
placement  of 500,000 shares its Common Stock with  Teachers
Insurance & Annuity Association-College Retirement  Equities
Fund in exchange for $4,050,000 in cash, as set forth in the
attached press release.  The statements made by the  Company
contained  in  the  attached  press  release  regarding  the
increased  marketability of the Company's shares related  to
being  included  in the Morgan Stanley REIT  index  and  the
Company's  larger  size attracting additional  institutional
investor  interest are forward-looking and based on  current
expectations.   Words  such  as  "anticipates",   "expects",
"intends",  "plans",  "believes", "seeks",  "estimates"  and
similar expressions are intended to identify forward-looking
statements.   There  forward  looking  statements  are   not
guarantees  of future performance and are subject  to  risks
and  uncertainties, including those contained in our  Annual
Report on Form 10-K.

Item 7.   Financial Statements and Exhibits.


  Exhibits.

  99.1    Press Release dated January 20, 2004.

                           Page 2




                         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       January 20, 2004
















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