8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2012
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UMH Properties, Inc.
(Exact name of registrant as specified in its charter)
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Maryland	001-12690		22-1890929
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
Juniper Business Plaza, Suite 3-C 3499 Route 9 North Freehold, New Jersey (Address of principal executive offices)		07728 (Zip Code)
Registrant's telephone number, including area code:      (732) 577-9997
Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 FD Disclosure.

On April 10, 2012, UMH Properties, Inc. (the “Company”) issued a press release announcing the closing of its previously announced underwritten public offering of shares of its 8.25% Series A Cumulative Redeemable Preferred Stock.  A total of 1,075,000 shares of such Series A Preferred Stock were issued and sold in the offering.   A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release dated April 10, 2012.

SIGNATURE

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.

Date: April 11, 2012	UMH PROPERTIES, INC.
	By:	/s/ Anna T. Chew

Name:	Anna T. Chew
Title:	Vice President, Chief Financial Officer and Treasurer

Exhibit Index

99.1 Press Release dated April 10, 2012.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	April 10, 2012
	Contact:	Susan M. Jordan
		732-577-9997

UMH Properties, Inc. Closes Offering of

1,075,000 Shares of Series A Cumulative Redeemable Preferred Stock

FREEHOLD, N.J.  – April 10, 2012 – UMH Properties, Inc. (NYSE: UMH) (the “Company”) today announced the closing of its sale of 1,075,000 shares of its 8.25% Series A Cumulative Redeemable Preferred Stock at an offering price of $25.292 per share in its previously announced underwritten public offering.  These shares of Series A Preferred Stock form a single series with, have the same terms as, and vote as a single class with, the Company’s outstanding Series A Preferred Stock, of which 1,338,800 shares were outstanding prior to this offering.  The Series A Preferred Stock has a $25.00 liquidation value per share.

The Company received net proceeds from the offering, after deducting the underwriting discount and other estimated offering expenses, of approximately $26.1 million and intends to use the net proceeds to purchase additional properties in the ordinary course of business, including its pending acquisition, and for other general corporate purposes, including possible repayment of indebtedness.

The sole bookrunning manager for the offering was J.P. Morgan Securities LLC. Senior co-manager for the offering was BMO Capital Markets Corp.  Co-managers for the offering were CSCA Capital Advisors LLC, and Crowell, Weedon & Co.
 

UMH, a publicly-owned REIT, owns and operates forty-one manufactured home communities located in New Jersey, New York, Ohio, Pennsylvania, Tennessee and Indiana.  In addition, the Company owns a portfolio of REIT securities.

The Series A Preferred Stock was issued pursuant to a prospectus supplement and accompanying prospectus under a shelf registration statement filed with the Securities and Exchange Commission.  This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale or offer to buy these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.  Any offer of the securities will be made only by means of a prospectus, forming part of the effective registration statement, the applicable preliminary prospectus supplement and other related documents.  Copies of the prospectus supplement and accompanying prospectus can be obtained by contacting: J.P. Morgan Securities LLC, Investment Grade Syndicate Desk, 383 Madison Avenue, New York, New York 10179, by phone at 212-834-4533, or by fax at 212-834-6081.  You may also obtain a copy of the prospectus and the prospectus supplement, subject to completion, and other documents the Company has filed with the Securities and Exchange Commission for free by visiting the Commission’s website at http://www.sec.gov.

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.  Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved.  These risks include, among others, changes in the general economic climate, increased competition in the geographic areas in which the Company operates, changes in government laws and regulations and the ability of the Company to continue to identify, negotiate and acquire properties on terms favorable to the Company.  Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company’s SEC filings, including, but not limited to, Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as amended.  Copies of each filing may be obtained from the Company or the SEC. Consequently, such forward-looking statements should be regarded solely as reflections of the Company's current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release.  Except as otherwise required by applicable securities law, the Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

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