UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(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)

(Title of Class of Securities)

to Receive Notices and Communications)

May 5, 2011

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), Rule 13d-1(f), or 13d-1(g), check the following box. o

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.

¹   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES).

 

 

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* Consists of (i) 52,369 shares owned by Oakland Financial Corporation, (ii) 394,590 shares owned by Liberty Bell Agency, Inc., (iii) 2,665,063 owned by Cherokee Insurance Company, (iv) 86,531 owned by Erie Manufactured Home Properties, LLC, (v) 79,326 owned by Apache Ventures, LLC, and (vi) 4,469 owned by Matthew Moroun as of the close of business on April 30, 2011. Matthew Moroun is Chairman of the Board and sole shareholder of Oakland Financial Corporation. Liberty Bell Agency, Inc., Cherokee Insurance Company, Erie Manufactured Home Properties, LLC, and Apache Ventures, LLC are direct, or indirect, subsidiaries of Oakland Financial Corporation.

				Page		3		of		11

* Consists of (i) 52,369 shares owned by Oakland Financial Corporation, (ii) 394,590 shares owned by Liberty Bell Agency, Inc., (iii) 2,665,063 owned by Cherokee Insurance Company, (iv) 86,531 owned by Erie Manufactured Home Properties, LLC, (v) 79,326 owned by Apache Ventures, LLC, and (vi) 4,469 owned by Matthew Moroun as of the close of business on April 30, 2011. Matthew Moroun is Chairman of the Board and sole shareholder of Oakland Financial Corporation. Liberty Bell Agency, Inc., Cherokee Insurance Company, Erie Manufactured Home Properties, LLC, and Apache Ventures, LLC are direct, or indirect, subsidiaries of Oakland Financial Corporation.

				Page		4		of		11

* Consists of (i) 52,369 shares owned by Oakland Financial Corporation, (ii) 394,590 shares owned by Liberty Bell Agency, Inc., (iii) 2,665,063 owned by Cherokee Insurance Company, (iv) 86,531 owned by Erie Manufactured Home Properties, LLC, (v) 79,326 owned by Apache Ventures, LLC, and (vi) 4,469 owned by Matthew Moroun as of the close of business on April 30, 2011. Matthew Moroun is Chairman of the Board and sole shareholder of Oakland Financial Corporation. Liberty Bell Agency, Inc., Cherokee Insurance Company, Erie Manufactured Home Properties, LLC, and Apache Ventures, LLC are direct, or indirect, subsidiaries of Oakland Financial Corporation.

				Page		5		of		11

* Consists of (i) 52,369 shares owned by Oakland Financial Corporation, (ii) 394,590 shares owned by Liberty Bell Agency, Inc., (iii) 2,665,063 owned by Cherokee Insurance Company, (iv) 86,531 owned by Erie Manufactured Home Properties, LLC, (v) 79,326 owned by Apache Ventures, LLC, and (vi) 4,469 owned by Matthew Moroun as of the close of business on April 30, 2011. Matthew Moroun is Chairman of the Board and sole shareholder of Oakland Financial Corporation. Liberty Bell Agency, Inc., Cherokee Insurance Company, Erie Manufactured Home Properties, LLC, and Apache Ventures, LLC are direct, or indirect, subsidiaries of Oakland Financial Corporation.

				Page		6		of		11

* Consists of (i) 52,369 shares owned by Oakland Financial Corporation, (ii) 394,590 shares owned by Liberty Bell Agency, Inc., (iii) 2,665,063 owned by Cherokee Insurance Company, (iv) 86,531 owned by Erie Manufactured Home Properties, LLC, (v) 79,326 owned by Apache Ventures, LLC, and (vi) 4,469 owned by Matthew Moroun as of the close of business on April 30, 2011. Matthew Moroun is Chairman of the Board and sole shareholder of Oakland Financial Corporation. Liberty Bell Agency, Inc., Cherokee Insurance Company, Erie Manufactured Home Properties, LLC, and Apache Ventures, LLC are direct, or indirect, subsidiaries of Oakland Financial Corporation.

				Page		7		of		11

* Consists of (i) 52,369 shares owned by Oakland Financial Corporation, (ii) 394,590 shares owned by Liberty Bell Agency, Inc., (iii) 2,665,063 owned by Cherokee Insurance Company, (iv) 86,531 owned by Erie Manufactured Home Properties, LLC, (v) 79,326 owned by Apache Ventures, LLC, and (vi) 4,469 owned by Matthew Moroun as of the close of business on April 30, 2011. Matthew Moroun is Chairman of the Board and sole shareholder of Oakland Financial Corporation. Liberty Bell Agency, Inc., Cherokee Insurance Company, Erie Manufactured Home Properties, LLC, and Apache Ventures, LLC are direct, or indirect, subsidiaries of Oakland Financial Corporation.

AMENDMENT NO. 8 TO

STATEMENT PURSUANT TO RULE 13d-1

OF THE GENERAL RULES AND REGULATIONS

UNDER THE SECURITIES ACT OF 1934, AS AMENDED

     This Amendment No. 8 amends Amendment No. 7 (as filed on July 7, 2008, “Amendment No. 7”) 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 Maryland corporation (“Issuer”). Capitalized terms used but not defined herein have the meanings attributed to them in Amendments Nos. 1 through 7, or the original Schedule 13D.

     Items 3, 4, and 5 of Amendments Nos. 1 through 7, 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 Amendments Nos. 1 through 7, 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 $23.6 million.

     The fifth paragraph of Item 3 of Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6, is hereby amended and restated in its entirety to read as follows:

     Upon filing the July 7, 2008 Amendment No. 7 to the Statement on Schedule 13D, Oakland, Liberty Bell, Cherokee, Erie, Apache, and Matthew Moroun collectively owned 2,402,845 shares of Common Stock, or 9.45% of the outstanding shares of Common Stock. At April 30, 2011, Oakland, Liberty Bell, Cherokee, Erie, Apache, and Matthew Moroun collectively owned 3,282,347 shares of Common Stock, or 9.56% of the outstanding shares of Common Stock.

     The increase from 9.45% ownership of the outstanding shares of Common Stock as of the July 7, 2008 filing to 9.56% at April 30, 2011 is attributable to the net effect of:

	1)		Issuer issued 8,908,181 (35%) new shares of Common Stock between July 8, 2008 and April 30, 2011, and therefore, shares outstanding increased from 25,432,642 to 34,340,823 during such period.
	2)		Oakland, Liberty Bell, Cherokee, Erie, Apache, and Matthew Moroun collectively increased their owned shares of Common Stock by 879,502 shares, increasing their collective owned shares by 37% from 2,402,845 shares at July 7, 2008 to 3,282,347 shares at April 30, 2011.

Item 4. Purpose of Transaction.

     The first sentence of the first paragraph of Item 4 of Amendments Nos. 1 through 7, and the Schedule 13D is hereby amended and restated in its entirety to read as follows:

     Oakland, Liberty Bell, Cherokee, Erie, Apache, and Matthew Moroun had net acquisitions of 879,502 shares of Common Stock between June 30, 2008 and April 30, 2011. Their total ownership of the outstanding shares of Common Stock was 9.56% at April 30, 2011, up from 9.45% at June 30, 2006.

Item 5. Interest in Securities of the Issuer.

     Paragraphs (a), (b), and (c) of Item 5 of Amendments Nos. 1 through 7, and the Schedule 13D are hereby amended and restated in their entirety to read as follows:

     (a) As of April 30, 2011, Oakland owned 52,369 shares of Common Stock, or approximately 0.15% of the outstanding shares of Common Stock, Liberty Bell owned 394,590 shares of Common Stock, or approximately 1.15% of the outstanding shares of Common Stock, Cherokee owned 2,665,063 shares, or approximately 7.76% of the outstanding shares of Common Stock, Erie owned 86,531 shares, or approximately 0.25% of the outstanding shares of Common Stock, Apache owned 79,326 shares, or approximately 0.23% of the outstanding shares of Common Stock, and Matthew Moroun owned 4,469 shares, or approximately 0.01% of the outstanding shares of Common Stock. On a collective basis, as of April 30, 2011, the reporting persons beneficially owned an aggregate of approximately 9.56% of the outstanding shares of Common Stock.

     The above ownership percentages are calculated based on the total number of outstanding shares of Common Stock (and excluding “Preferred Stock” outstanding) as reported by Issuer in its Form 10-Q for the quarter ended December 31, 2010.

     (b) As of April 30, 2011, Oakland had the sole power to vote or direct the vote and to dispose or direct the disposition of an aggregate of 52,369 shares of Common Stock, or approximately 0.15% 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 394,590 shares of Common Stock, or approximately 1.15% of the outstanding shares of Common Stock, Cherokee had the sole power to vote or direct the vote and to dispose or direct the disposition of an aggregate of 2,665,063 shares of Common Stock, or approximately 7.76% of the outstanding shares of Common Stock, Erie had the sole power to vote or direct the vote and to dispose or direct the disposition of an aggregate of 86,531 shares of Common Stock, or approximately 0.25% of the outstanding shares of Common Stock, Apache had the sole power to vote or direct the vote and to dispose or direct the disposition of an aggregate of 79,326 shares of Common Stock, or approximately 0.23% of the outstanding shares of Common Stock, and Matthew Moroun had the sole power to vote or direct the vote and to dispose or direct the disposition of an aggregate of 4,469 shares of Common Stock, or approximately 0.01% of the outstanding shares of Common Stock.

     (c) During the 60-day period preceding the date of this Amendment No. 8, Oakland acquired 994 shares of Common Stock through open market and/or DRP purchases at a cost of $7.75 per share, for a total cost of $7,706.

     During the 60-day period preceding the date of this Amendment No. 8, Liberty Bell acquired 7,492 shares of Common Stock through open market and/or DRP purchases at a cost of $7.75 per share, for a total cost of $58,065.

     During the 60-day period preceding the date of this Amendment No. 8, Cherokee acquired 50,602 shares of Common Stock through open market and/or DRP purchases at a cost of $7.75 per share, for a total cost of $392,169.

     During the 60-day period preceding the date of this Amendment No. 8, Erie acquired 1,643 shares of Common Stock through open market and/or DRP purchases at a cost of $7.75 per share, for a total cost of $12,733.

     During the 60-day period preceding the date of this Amendment No. 8, Apache acquired 1,316 shares of Common Stock through open market and/or DRP purchases at a cost of $7.75 per share, for a total cost of $10,201.

     During the 60-day period preceding the date of this Amendment No. 8, Matthew Moroun acquired 84 shares of Common Stock through open market and/or DRP purchases at a cost of $7.75 per share, for a total cost of $651.

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: May 5, 2011