UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

                                        

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

     

Date of Report (Date of earliest event reported)              June 18, 2008

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

(Exact name of Registrant as specified in its charter)

MARYLAND                         000-04258                22-1897375

(State or other jurisdiction     (Commission        (IRS Employer

of incorporation)                 File Number)    Identification Number)

3499 Route 9N, Suite 3C, Freehold, NJ    07728

(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code         (732) 577-9996

(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 Instructions A.2. below):

[  ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 142-12 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))

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Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 16, 2008, the Board of Directors of Monmouth Real Estate Investment Corporation (the Company) approved an amendment to the Articles of Incorporation (the articles) of the Company.  The amendment, effective as of June 20, 2008, increased the authorized shares by 6,322,500 from the current total amount of authorized shares of 35,000,000 (classified as 28,677,500 common shares, 1,322,500 preferred shares and 5,000,000 excess shares) to total authorized shares of 41,322,500 shares (classified as 35,000,000 common shares, 1,322,500 preferred shares and 5,000,000 excess shares).  The Company has filed the amendment with the State of Maryland.   

Item 9.01   Financial Statements and Exhibits.

(c)   Exhibits.

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 Articles of Amendment, dated June 20, 2008.

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SIGNATURES

                                        

                                        

     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.

     

     

     

                                MONMOUTH REAL ESTATE INVESTMENT CORPORATION

     

     

     

     

                                /s/   Anna T. Chew

                                ANNA T. CHEW

                                Chief Financial Officer

     

     

     Date        June 23, 2008

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