SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE
13d-2(b)
(Amendment No. 1)*
Monmouth REIT
------------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
609720107
------------------------------
(CUSIP Number)
DECEMBER 31, 2005
-------------------------------------------------------
(Date of Event, Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
----------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teachers Insurance and Annuity Association of America, as parent of each of
the Reporting Persons.
I.R.S. # 13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 331,200
6. SHARED VOTING POWER 620,910
7. SOLE DISPOSITIVE POWER 331,200
8. SHARED DISPOSITIVE POWER 620,910
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 952,110
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.01%
12. TYPE OF REPORTING PERSON
IC
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teachers Insurance and Annuity Association of America, for the benefit
of the TIAA Real Estate Account
I.R.S. # 13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 331,200
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 331,200
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
331,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.74%
12. TYPE OF REPORTING PERSON
IC
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teachers Advisors, Inc.
I.R.S. # 13-3760073
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 620,910
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 620,910
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 620,910
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.27 %
12. TYPE OF REPORTING PERSON
IA
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Institutional Mutual Funds
I.R.S. #52-2366622 (Real Estate Securities Fund)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 539,219
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 539,219
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 539,219
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.84 %
12. TYPE OF REPORTING PERSON
IV
Item 1(a). NAME OF ISSUER:
Monmouth REIT
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3499 Route 9 North
Suite 3-C
Freehold, NJ 07728
Items 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND
CITIZENSHIP OF PERSONS FILING:
Teachers Insurance and Annuity Association of America
("TIAA")
730 Third Avenue
New York, NY 10017
Citizenship: New York
Teachers Advisors, Inc. ("Advisors")
730 Third Avenue
New York, NY 10017
Citizenship: Delaware
TIAA-CREF Institutional Mutual Funds ("Institutional
Funds")
730 Third Avenue
New York, NY 10017
Citizenship: Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 609720107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
TIAA, AS PARENT OF EACH OF THE REPORTING PERSONS
(a) ( ) Broker or dealer registered under Section 15 of the Exchange
Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) (x) Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act.
(e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
TIAA, FOR THE BENEFIT OF THE TIAA REAL ESTATE ACCOUNT
(a) ( ) Broker or dealer registered under Section 15 of the Exchange
Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) (x) Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act.
(e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ADVISORS
(a) ( ) Broker or dealer registered under Section 15 of the Exchange
Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act.
(e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
INSTITUTIONAL FUNDS
(a) ( ) Broker or dealer registered under Section 15 of the Exchange
Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
(d) (x) Investment Company registered under Section 8 of the
Investment Company Act.
(e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
Item 4. OWNERSHIP.
(a) Aggregate amount beneficially owned: 952,110 (See Exhibit
A)
(b) Percent of class: 5.01 %
(c) Powers of shares:
Sole Voting Power: 331,200
Shared Voting Power: 620,910
Sole Dispositive Power: 331,200
Shared Dispositive Power: 620,910
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
See Exhibit A
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 13, 2006
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF
AMERICA
By: /s/ Maureen M. Milet
--------------------
Maureen M. Milet
Compliance Officer
TEACHERS ADVISORS, INC.
By: /s/ Maureen M. Milet
--------------------
Maureen M. Milet
Compliance Officer
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
By: /s/ Maureen M. Milet
--------------------
Maureen M. Milet
Compliance Officer
EXHIBIT A
ITEM 6. OWNERSHIP.
Teachers Insurance and Annuity Association of America ("TIAA") presently holds
331,200 shares of Issuer's common stock for the benefit of TIAA Real Estate
Account, a separate account of TIAA. In addition, TIAA, as the parent of a
registered investment adviser, may be deemed to have indirect voting or
investment discretion over 620,910 shares of Issuer's common stock that are
beneficially owned by two registered investment companies--TIAA-CREF
Institutional Mutual Funds ("Institutional Funds") and TIAA-CREF Life Funds
("Life Funds"), as well as the TIAA-CREF Asset Management Commingled Funds Trust
I ("TCAM Funds")--whose investment adviser is Teachers Advisors, Inc., a wholly
owned subsidiary of TIAA. TIAA is reporting the combined holdings of these
entities for the purpose of administrative convenience. These shares were
acquired in the ordinary course of business, and not with the purpose or effect
of changing or influencing control of the Issuer. The filing of this statement
should not be construed as an admission that TIAA is, for the purposes of
Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner
of these shares.