S-3DPOS

AS FILED  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON  October  9,  2003
                                                      Registration No. 333-37532

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                        POST-EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             ----------------------
                            UNITED MOBILE HOMES, INC.
               (Exact name of registrant as specified in charter)


            Maryland                                             22-1890929
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)
                             ----------------------
 Juniper Business Plaza, Suite 3-C, 3499 Route 9 North, Freehold, New Jersey 07728
                                  732-577-9997
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                              Eugene W. Landy, Esq.
 Juniper Business Plaza, Suite 3-C, 3499 Route 9 North, Freehold, New Jersey 07728
                                  732-577-9997

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ----------------------
                                   Copies to:
                                 Gary D. Gilson
                       Blackwell Sanders Peper Martin, LLP
                               Two Pershing Square
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                             ----------------------
     Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective
                             ----------------------
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________
     If this Form is a post-effective amendment filed pursuant to Rule
462(c)under the Securities Act, check the following box and list the Securities
Act registrations statement number of the earlier effective registration
statement for the same offering. [ ] ___________
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                           -------------------------


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EXPLANATORY NOTE

On September  29,  2003,  United  Mobile  Homes,  Inc.,  a Maryland  corporation
("UMH"),  became the successor issuer to United Mobile Homes, Inc., a New Jersey
corporation ("UMH New Jersey"), as a result of the merger of UMH New Jersey with
and into UMH, with UMH being the surviving corporation. Immediately prior to the
merger,  UMH  had  no  assets  or  liabilities  other  than  nominal  assets  or
liabilities.  UMH acquired all of the assets and assumed all of the  liabilities
and  obligations  of UMH New  Jersey  in the  merger.  Pursuant  to Rule  414(d)
promulgated  under the Securities  Act of 1933, as amended,  UMH, as a successor
issuer to UMH New Jersey, hereby expressly adopts the Registration  Statement on
Form S-3 (Registration No. 333-37532) as its own Registration  Statement for all
purposes of the  Securities  Act and the  Securities  Exchange  Act of 1934,  as
amended, effective as of the date of the merger.

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 15. Indemnification of Directors and Officers

     United  Mobile  Homes,  Inc.  (the  "Company") is organized in the State of
Maryland. The Maryland General Corporation Law ("MGCL") permits a corporation to
include in its charter a provision  limiting the  liability of its directors and
officers to the  corporation and its  stockholders  for money damages except for
liability  resulting from (i) actual receipt of an improper  personal benefit or
profit in money,  property or services or (ii) active and deliberate  dishonesty
established by a final judgment as being material to the cause of action.

     The MGCL  requires  a  corporation  to  indemnify  its  present  and former
directors or officers who have been successful,  on the merits or otherwise,  in
the defense of any  proceeding  to which the person is made a party by reason of
his or her service in that capacity. The MGCL permits a corporation to indemnify
its present and former  directors and officers in connection with any proceeding
to which  they may be made a party by reason of their  service in those or other
capacities  unless  it is  established  that  (i)  the  act or  omission  of the
indemnified  party was material to the matter giving rise to the  proceeding and
(a) was  committed  in bad faith or (b) was the result of active and  deliberate
dishonesty,  (ii) the indemnified  party actually  received an improper personal
benefit in money,  property  or  services  or (iii) in the case of any  criminal
proceeding,  the indemnified  party had reasonable cause to believe that the act
or omission was unlawful.

     The indemnification may be against judgments, penalties, fines, settlements
and  reasonable  expenses  actually  incurred  by the  director  or  officer  in
connection with the proceeding; provided, however, that if the proceeding is one
by or in the right of the Maryland corporation,  indemnification may not be made
in respect of any  proceeding in which the director or officer has been adjudged
to be liable to the corporation.

     In  addition,  a director or officer of a Maryland  corporation  may not be
indemnified with respect to any proceeding charging improper personal benefit to
the  director or officer in which the  director  or officer  was  adjudged to be
liable  on  the  basis  that  personal  benefit  was  improperly  received.  The
termination of any proceeding by conviction or upon a plea of nolo contendere or
its equivalent or an entry of an order of probation prior to judgment  creates a
rebuttal  presumption  that the  director or officer did not meet the  requisite
standard of conduct required for permitted  indemnification.  The termination of
any  proceeding by judgment,  order or  settlement,  however,  does not create a
presumption that the director or officer did not meet the requisite  standard of
conduct for permitted indemnification.

     As a condition  to  advancing  expenses  to a director  who is a party to a
proceeding, the MGCL requires the Company to obtain (a) a written affirmation by
the  director or officer of his or her good faith  belief that he or she has met
the standard of conduct necessary for  indemnification  by the Company and (b) a
written  statement  by or on his or her  behalf  to  repay


                                      II-1

the amount paid or reimbursed by the Company if it is ultimately determined that
the standard of conduct was not met.

     The  Company's  Articles of  Incorporation  provide  that the Company  must
indemnify  its directors  and  officers,  whether  serving the Company or at its
request any other entity,  to the full extent  required or permitted by Maryland
law,  including  the advance of expenses  under the  procedures  and to the full
extent  permitted  by law. The  Company's  Articles of  Incorporation  contain a
provision which limits a director's or officer's  liability for monetary damages
to the Company or its stockholders.

     The Company has entered into Indemnification  Agreements with its directors
and certain  officers  which  generally  provide that the Company is required to
indemnify  any  director or officer who was, is or becomes a party to or witness
or other participant in: (i) any threatened,  pending or completed action,  suit
or  proceeding  in which  such  director  or  officer  may be or may  have  been
involved,  as a party or  otherwise,  by reason of the fact that the director or
officer  was  acting in his or her  capacity  as a  director  or  officer of the
Company;  or (ii) any inquiry,  hearing or  investigation  that such director or
officer in good faith believes might lead to the institution of any such action,
suit or proceeding against any and all expenses, to the fullest extent permitted
by law.

Item 16. Exhibits.

Exhibit           Description of Exhibit
Number            Filed herewith:
- ------            --------------

(4)               Specimen Authorization Card

(5)               Opinion of Eugene W. Landy, Esq.

(23)              Consent of Eugene W. Landy, Esq. (included in Exhibit 5).

(24)              Power of Attorney.



Item 17. Undertakings.

     The Registrant hereby undertakes:

     1.   To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3)of  the
     Securities Act of 1933.

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereto)


                                      II-2

     which, individually or in the aggregate,  represent a fundamental change in
     the information set forth in the registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material  change  to  such  information  in  the  registration   statement,
     including  (but not  limited  to) any  addition  or  deletion of a managing
     underwriter;

          Provided, however, That paragraphs 1(i) and (1)(ii) of this section do
     not apply if the  registration  statement is on Form S-3,  Form S-8 or Form
     F-3,  and the  information  required  to be  included  in a  post-effective
     amendment by those  paragraphs is contained in periodic  reports filed with
     or furnished to the Commission by the registrant  pursuant to section 13 or
     section 15(d) of the Securities  Exchange Act of 1934 that are incorporated
     by reference in the registration statement.

     2.   That,  for  the  purpose  of  determining   any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     4. That, for purposes of determining  liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities shall be deemed to be the initial bona fide offering thereof.


                                      II-3

                                   Signatures

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Township of Freehold,  State of New Jersey on the 9th day of
October, 2003:

                                       United Mobile Homes, Inc.


                                       By:    /s/ SAMUEL A. LANDY
                                          --------------------------------------
                                       Printed Name:  Samuel A. Landy
                                       Title:  President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 9th day of October, 2003.



           /s/ Eugene W. Landy                      /s/ James E. Mitchell
- ----------------------------------------    ------------------------------------
             Eugene W. Landy                          James E. Mitchell
          Chairman of the Board                            Director
              and Director


           /s/ Samuel A. Landy                      /s/ Richard H. Molke
- ----------------------------------------    ------------------------------------
             Samuel A. Landy                          Richard H. Molke
         President and Director                           Director
      (Principal Executive Officer)

            /s/ Anna T. Chew                       /s/ Eugene Rothenberg
- ----------------------------------------    ------------------------------------
              Anna T. Chew                           Eugene Rothenberg
     Vice President, Chief Financial                      Director
          Officer and Director
(Principal Financial Officer, Controller
    and Principal Accounting Officer)

        /s/ Ernest V. Bencivenga                   /s/ Robert G. Sampson
- ----------------------------------------    ------------------------------------
          Ernest V. Bencivenga                     Robert G. Sampson
    Secretary/Treasurer and Director                    Director


         /s/Charles P. Kaempffer
- ----------------------------------------
          Charles P. Kaempffer
                Director


                                      II-4

                                 EXHIBIT INDEX


Exhibit           Description of Exhibit
Number            Filed herewith:
- ------            --------------

(4)               Specimen Authorization Card

(5)               Opinion of Eugene W. Landy, Esq.

(23)              Consent of Eugene W. Landy, Esq. (included in Exhibit 5)

(24)              Power of Attorney.

EX-4

                                                                       EXHIBIT 4


                           SPECIMEN AUTHORIZATION CARD

                 UNITED MOBILE HOMES, INC. DIVIDEND REINVESTMENT
                             AND STOCK PURCHASE PLAN

     I wish to participate in the Dividend  Reinvestment and Stock Purchase Plan
(the  "Plan")  for the  purchase  of whole and  partial  shares of Common  Stock
("Shares") of United Mobile Homes, Inc. (the "Company") as follows:

     FULL DIVIDEND REINVESTMENT.  I want to reinvest dividends on all Shares now
or  hereafter  registered  in my name and on all Shares  held for me by the Plan
Administrator. I may also make optional cash deposits.

     PARTIAL  DIVIDEND  REINVESTMENT.  I want to reinvest cash dividends on only
________ Shares  registered in my name and want my cash dividends on the rest of
my Shares.  I  understand  that  dividends on all Shares held for me by the Plan
Administrator will be reinvested. I may also make optional cash deposits.

     OPTIONAL CASH DEPOSITS ONLY. I want to make only optional cash deposits.  I
do not want to reinvest  dividends on Shares registered in my name. I understand
that  dividends  on all  Shares  held for me by the Plan  Administrator  will be
reinvested. My check in the amount of $___________ is enclosed.

     My  participation  is subject to the provisions of the Plan as set forth in
the Prospectus relating to the Shares offered pursuant to the Plan.


     -------------------------------    -------------------------------
     Social Security or Tax I.D. No.    Date


     -------------------------------    -------------------------------
     Print Names(s) of Registered       Signature(s) of Registered
     Owner(s)                           Owner(s)


     Make checks payable to Mellon Investor  Services and mail to P.O. Box 3339,
South Hackensack, New Jersey 07606-1939.

     SHAREHOLDERS  ALL OF WHOSE  SHARES ARE IN  NOMINEE OR STREET  NAME ONLY MAY
ELECT  OPTIONAL  CASH  PAYMENTS.  CERTIFICATION  ON THE  REVERSE OF CARD MUST BE
COMPLETED.

           OWNER CERTIFICATION OF SHARES IN STREET OR NOMINEE NAME AND
                               ENROLLMENT IN PLAN

           (TO BE USED ONLY BY SHAREHOLDERS ALL OF WHOSE SHARES ARE IN
                            NOMINEE OR STREET NAME)

         Name of Broker or Nominee Holding Shares for Shareholder:


         -----------------------------------------------------------

         Number of Shares held by Broker or Nominee:
                                                    ----------------

         I wish to make optional cash payments to the Plan. My check in the
amount of $______ is enclosed. My Plan Account is to be maintained as follows
(PLEASE PRINT):


         -----------------------------------------------------------------------
         Name           Street            City            State            Zip

         Social Security/Tax I.D. No.
                                     -------------------------------------------

         Date
              ---------------------

I HEREBY CERTIFY THAT I AM THE OWNER OF THE SHARES OF UNITED MOBILE HOMES,  INC.
INDICATED ABOVE.


                            -------------------------
                                    Signature


     IF ADDRESS IS NOT PROPERLY SHOWN, PLEASE CORRECT BEFORE RETURNING.

     THIS IS NOT A PROXY.

EX-5

                                                                       EXHIBIT 5


                              EUGENE W. LANDY, ESQ.
                             Juniper Business Plaza
                                    Suite 3-C
                               3499 Route 9 North
                           Freehold, New Jersey 07728
                                  732-577-9997



                                 October 9, 2003



United Mobile Homes, Inc.
Juniper Business Plaza
Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728

Gentlemen:

     I have acted as counsel to United Mobile Homes, Inc. (the "Corporation") in
connection with the Registration  Statement of the Corporation on Form S- 3 (the
"Registration Statement"), under the Securities Act of 1933, as amended, for the
registration  of  1,100,000  Shares  of Common  Stock,  $.l0 par  value,  of the
Corporation  (the  "Shares").  The Shares are to be issued under and pursuant to
the provisions of the  Corporation's  Dividend  Reinvestment  and Stock Purchase
Plan (the "Plan"). Except as otherwise defined herein,  capitalized terms herein
are used herein as defined in the Registration Statement.

     For purposes of our opinion, I have examined and relied upon:

     (a) A copy of the Articles of Incorporation of the Corporation,  as amended
to date (the "Articles of Incorporation");

     (b) A  copy  of  resolutions  adopted  by the  Board  of  Directors  of the
Corporation at a meeting held on January 20, 2000,  authorizing the issuance and
sale of the Shares  pursuant to the Plan and related  matters,  certified by the
Secretary of the Corporation; and

     (c) The Registration Statement, including the Plan.

     Based on the  foregoing  and  subject to the  qualifications  stated in the
penultimate paragraph of this opinion, it is my opinion:

     (1) The  Corporation  has been duly  established  and is existing under its
Articles of Incorporation as an incorporated  Maryland  corporation and has made
all filings required to be made under Maryland law.

     (2) The Shares have been duly  authorized  and reserved  for issuance  and,
when issued and paid for in accordance  with the Plan,  will be validly  issued,
fully paid and nonassessable by the Corporation.

     I hereby  consent  to the  filing  of this  opinion  as an  Exhibit  to the
Registration Statement.

                                       Very truly yours,

                                       /s/Eugene W. Landy

                                       Eugene W. Landy


EWL:ec

EX-24

                                                                      Exhibit 24


                                POWER OF ATTORNEY

     Each person  executing  this Power of Attorney  hereby  appoints  Samuel A.
Landy and Anna T. Chew,  or either of them,  as his or her  attorney-in-fact  to
execute and to file such amendments to this Form S-3  Registration  Statement as
such  attorneys-in-fact,  or either of them, may deem  appropriate,  or withdraw
from the registration process this Registration Statement.

     This Power of  Attorney  has been  signed by the  following  persons in the
capacities indicated on this 9th day of October, 2003.


           /s/ Eugene W. Landy                      /s/ James E. Mitchell
- ----------------------------------------    ------------------------------------
             Eugene W. Landy                          James E. Mitchell
          Chairman of the Board                            Director
              and Director


           /s/ Samuel A. Landy                      /s/ Richard H. Molke
- ----------------------------------------    ------------------------------------
             Samuel A. Landy                          Richard H. Molke
         President and Director                           Director
      (Principal Executive Officer)

            /s/ Anna T. Chew                       /s/ Eugene Rothenberg
- ----------------------------------------    ------------------------------------
              Anna T. Chew                           Eugene Rothenberg
     Vice President, Chief Financial                      Director
          Officer and Director
(Principal Financial Officer, Controller
    and Principal Accounting Officer)

        /s/ Ernest V. Bencivenga                   /s/ Robert G. Sampson
- ----------------------------------------    ------------------------------------
          Ernest V. Bencivenga                     Robert G. Sampson
    Secretary/Treasurer and Director                    Director


         /s/Charles P. Kaempffer
- ----------------------------------------
          Charles P. Kaempffer
                Director