EXHIBIT (3) (ii)





CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
                             OF
         MONMOUTH REAL ESTATE INVESTMENT CORPORATION


     It is hereby certified that:

     1.  The name of the corporation (hereinafter called the
"Corporation")   is   Monmouth   Real   Estate    Investment
Corporation.

     2.  The Certificate of Incorporation of the Corporation
is  hereby amended by striking out Article IV(a) thereof and
by  substituting in lieu of said Article IV(a) the following
new Article IV(a):

      "Eight  Million (8,000,000) shares of Class  A  Common
Stock,  with  a  par value of $0.01 for each share  of  such
stock.   In  the event of a liquidation of the  Corporation,
Class  A  Common  Stock  shall be  entitled  to  all  assets
allocated to holders of Common Stock.  Class A Common  Stock
shall  be  subject  to  redemption  by  the  Corporation  in
accordance with Article X of this Certificate".

      3.   The Amendment of the Certificate of Incorporation
herein  certified has been duly adopted in  accordance  with
the provisions of Section 242 of the General Corporation Law
of the State of Delaware.



Signed on May 9, 1995.



               MONMOUTH REAL ESTATE INVESTMENT CORPORATION

               /s/Eugene W. Landy
               Eugene W. Landy
               President