MONMOUTH REAL ESTATE INVESTMENT CORPORATION
               A Real Estate Investment Trust
                      125 Wyckoff Road
                 Eatontown, New Jersey 07724


          NOTICE OF SPECIAL MEETING OF SHAREHOLDERS


      Notice  is  hereby  given that a  Special  Meeting  of
Shareholders of Monmouth Real Estate Investment  Corporation
(the  Company) will be held on Thursday, July  22,  1999  at
4:00  p.m. at the office of the Company on the second  floor
of  the PNC Bank Building, 125 Wyckoff Road, Eatontown,  New
Jersey, for the following purposes:

     1.   To approve an amendment to the Certificate  of
          Incorporation authorizing the Company to increase
          the number of authorized  Class A common stock,
          $.01 par value, from 8,000,000 shares to
          16,000,000 shares.

     2.   To transact such  other business as may properly
          come before the meeting and any adjournments
          thereof.

      The Board of Directors has fixed the close of business
on June 14, 1999 as the record date for the special meeting.
Only  shareholders  of record on the  record  date  will  be
entitled  to notice of, and to vote at, the special  meeting
and at any adjournments thereof.

     IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE SIGN
AND  DATE THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE
BOARD  OF  DIRECTORS, AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.


                         BY ORDER OF THE BOARD OF DIRECTORS


                                /s/Eugene W. Landy
                                  EUGENE W. LANDY
                               President and Director


June 22, 1999




      MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                    125 Wyckoff Road
              Eatontown, New Jersey 07724

                    PROXY STATEMENT

           Special Meeting of Shareholders
                     July 22, 1999

      This  Proxy Statement is furnished in connection  with
the  solicitation by the Board of Directors of Monmouth Real
Estate Investment Corporation (the Company) of proxies to be
voted  at the Special Meeting of Shareholders of the Company
to  be held on July 22, 1999.  This Proxy Statement and  the
accompanying proxy card are being distributed  on  or  about
June 22, 1999 to shareholders of record June 14, 1999.

      A  copy  of  the  Annual Report,  including  financial
statements, was mailed on or about February 26, 1999 to  all
shareholders of record on March 12, 1999.

      The  principal purpose of the Special  Meeting  is  to
consider and vote upon a proposal to approve an amendment to
the  Company's Certificate of Incorporation authorizing  the
Company to increase the number of authorized Class A  common
stock from 8,000,000 shares to 16,000,000 shares.

      Any shareholder giving the accompanying proxy has  the
power to revoke it at any time before it is exercised at the
Special  Meeting by filing with the Secretary of the Company
an  instrument  revoking it, by delivering a  duly  executed
proxy  card  bearing a later date, or by  appearing  at  the
meeting  and  voting  in  person.   Shares  represented   by
properly executed proxies will be voted as specified thereon
by   the  shareholder.   Unless  the  shareholder  specifies
otherwise, such proxies will be voted FOR the proposal.

      The  cost  of  preparing, assembling and mailing  this
Proxy  Statement  and  form  of  proxy,  and  the  cost   of
soliciting proxies related to the meeting, will be borne  by
the Company.  The Company does not intend to solicit proxies
otherwise than by the use of the mail, but certain  Officers
and  regular  employees of the Company,  without  additional
compensation, may use their personal efforts,  by  telephone
or otherwise, to obtain proxies.

                        VOTING RIGHTS

      Only  holders of the Company's $.01 par value Class  A
common  stock  (Common Stock) of record as of the  close  of
business  on  June 14, 1999, are entitled  to  vote  at  the
Special  Meeting  of Shareholders.  As of the  record  date,
there were issued and outstanding 6,981,900 shares of Common
Stock,  each share being entitled to one vote on any  matter
which  may  properly come before the meeting.   Said  voting
right is non-cumulative.   The  holders of a majority of the
outstanding shares of Common Stock shall


                              1




constitute  a quorum.  The proposal set forth in the  Notice
of  Special  Meeting  requires the  affirmative  vote  of  a
majority  of  the outstanding shares.  If you abstain,  your
proxy  will  be  counted  as  present  for  the  purpose  of
determining  the existence of a quorum, but  will  have  the
effect of a vote against the proposal.

              As  of the record date, the Board of Directors
and   Executive  Officers  as  a  group  beneficially  owned
1,011,718  shares  of the Company, or 14.49%  of  the  total
outstanding shares.

                         PROPOSAL 1

         INCREASE IN AUTHORIZED CLASS A COMMON STOCK

      The Board of Directors has declared advisable and  has
directed that there be submitted to the shareholders of  the
Company a proposed amendment to Article IV, Section  (a)  of
the  Company's  Certificate  of  Incorporation  which  would
effect  an  increase  in the number of  authorized  Class  A
common stock from 8,000,000 shares to 16,000,000 shares.

      The  approval of the proposal to amend the Certificate
of  Incorporation  will  result in a  substantially  greater
number  of authorized shares than the Company has under  the
current Certificate of Incorporation.  The additional shares
may  be  offered  in capital raising transactions,  property
acquisition  transactions and investment in other  entities.
The   authorization  of  additional  common   shares   gives
management  the  ability to counter  takeover  proposals  by
issuing  additional shares.  There are no  specific  capital
transactions, property acquisitions, takeover  proposals  or
other  events  pending  (other than shares  needed  for  the
Dividend  Reinvestment and Stock Purchase Plan).  Management
believes  that  prudent  corporate governance  includes  the
Company  having  a  substantial  number  of  authorized  but
unissued  shares  available.   If  approved,  the  increased
number of authorized Class A common shares will be available
for  issuance  from  time  to time  for  such  purposes  and
consideration as the Board of Directors may approve  and  no
further vote of shareholders will be required.

     Under Delaware law, the affirmative vote of the holders
of  a majority of the outstanding shares entitled to vote at
the  Special  Meeting is required to authorize the  proposed
increase in the authorized number of Class A common  shares.
If  the  amendment  to the Certificate of  Incorporation  is
authorized, the text of Article IV, Capitalization,  Section
(a),  pertaining to the Company's authority to issue  common
stock, will be as follows:

  (a)  Sixteen Million (16,000,000) 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.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL


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                           GENERAL

      The Board of Directors knows of no other matter to  be
presented for action at the Special Meeting other  than  the
proposal to amend the Company's Certificate of Incorporation
to  increase the number of authorized Class A common  stock.
If any other matters should properly come before the Special
Meeting,  it  is  intended that proxies in the  accompanying
form will be voted on any such matter in accordance with the
judgment  of the persons voting such proxies.  Discretionary
authority  to  vote  on such matters is  conferred  by  such
proxies upon the persons voting them.

      The  Company  will provide, without  charge,  to  each
person  being  solicited  by this Proxy  Statement,  on  the
written  request of any such person, a copy  of  the  Annual
Report  of  the  Company on Form 10-K  for  the  year  ended
September  30,  1998  (as  filed  with  the  Securities  and
Exchange Commission), including the financial statements and
schedules thereto.  All such requests should be directed  to
Monmouth  Real  Estate  Investment  Corporation,  Attention:
Shareholder  Relations,  125  Wyckoff  Road,  Eatontown,  NJ
07724.


                          BY ORDER OF THE BOARD OF DIRECTORS


                                 /s/ Eugene W. Landy
                                   EUGENE W. LANDY
                                President and Director

Dated: June 22, 1999.


IMPORTANT:   Shareholders can help the Directors  avoid  the
necessity and expense of sending follow-up letters to insure
a  quorum  by  promptly returning the enclosed  proxy.   The
proxy is revocable and will not affect your right to vote in
person  in  the  event  you attend  the  meeting.   You  are
earnestly requested to sign and return the enclosed proxy in
order  that  the  necessary quorum may  be  present  at  the
meeting.   The  enclosed  addressed  envelope  requires   no
postage and is for your convenience.


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PROXY                                                 PROXY

         MONMOUTH REAL ESTATE INVESTMENT CORPORATION
                A Real Estate Investment Trust

          PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
 This Proxy is Solicited on Behalf of the Board of Directors

    PLEASE FILL IN, DATE AND SIGN PROXY AND RETURN PROMPTLY

The  undersigned hereby appoints EUGENE W. LANDY, SAMUEL  A.
LANDY  and  ERNEST V. BENCIVENGA, and each or any  of  them,
proxies of the undersigned, with full power of substitution,
to  vote  in  their  discretion (subject  to  any  direction
indicated hereon) at the Special Meeting of Shareholders  to
be held at the Company Office on the second floor of the PNC
Bank  Building, 125 Wyckoff Road, Eatontown, New Jersey,  on
Thursday,  July 22, 1999, at 4:00 o'clock p.m., and  at  any
adjournments  thereof,  with  all  the  powers   which   the
undersigned would possess if personally present, and to vote
all shares of stock which the undersigned may be entitled to
vote at said meeting.






The  Board of Directors recommends a vote FOR Item  (1)  and
all shares represented by this Proxy will be so voted unless
otherwise  indicated, in which case they will  be  voted  as
marked.

(1)  Approval of Amendment to the Certificate ofIncorporation
     authorizing the Company to increase the number of
     authorized Class A common stock from 8,000,000 shares
     to 16,000,000 shares.

        FOR                   AGAINST              ABSTAIN

       /  /                    /  /                 /  /


(2)   Such Other Business as may be brought before the meeting
      or any adjournment thereof.  The Board of Directors at
      present knows of no other business to be presented
      by or on behalf of the Company or its Board of Directors
      at the meeting.

 Receipt of Notice of Meeting and Proxy Statement is hereby
 acknowledged.

Dated:_____________________________________, 1999.

Signature_________________________________________________
Signature_________________________________________________

Important:   Please date this Proxy; sign  exactly  as  your
name (s) appears hereon.  When signing as joint tenants, all
parties  to the joint tenancy should sign. When signing  the
Proxy  as  attorney,  executor,  administrator,  trustee  or
guardian, please give full title as such.