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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000752642-01-500010.txt : 20020410
<SEC-HEADER>0000752642-01-500010.hdr.sgml : 20020410
ACCESSION NUMBER:		0000752642-01-500010
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010930
FILED AS OF DATE:		20011114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNITED MOBILE HOMES INC
		CENTRAL INDEX KEY:			0000752642
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				221890929
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12690
		FILM NUMBER:		1786931

	BUSINESS ADDRESS:	
		STREET 1:		3499 ROUTE 9 N, SUITE 3-C
		STREET 2:		JUNIPER BUSINESS PLAZA
		CITY:			FREEHOLD
		STATE:			NJ
		ZIP:			07728
		BUSINESS PHONE:		7325779997

	MAIL ADDRESS:	
		STREET 1:		3499 ROUTE 9 N, SUITE 3-C
		STREET 2:		JUNIPER BUSINESS PLAZA
		CITY:			FREEHOLD
		STATE:			NJ
		ZIP:			07728
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>umhq.txt
<TEXT>





                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

     ( x )  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
              OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended   September 30, 2001

     (   )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period ended _________________________

  For Quarter Ended                     Commission File Number
  September 30, 2001                           0-13130

                        UNITED MOBILE HOMES, INC.
          (Exact name of registrant as specified in its charter)

       New Jersey                             22-1890929
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)           identification number)

  Juniper Business Plaza,3499 Route 9 North, Suite 3-C,
             Freehold,    NJ      07728

Registrant's telephone number, including area code (732) 577-9997

(Former  name, former address and former fiscal year, if  changed
since last report.)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

     Yes    X       No ________

The number of shares outstanding of issuer's common stock as of
November 9, 2001 was  7,504,493 shares.


  <PAGE>

                    UNITED MOBILE HOMES, INC.

                      for the QUARTER ENDED

                       SEPTEMBER 30, 2001



PART  I - FINANCIAL INFORMATION                        Page
No.


Item 1 -  Financial Statements

          Consolidated Balance Sheets                     3

          Consolidated Statements of Income               4

          Consolidated Statements of Cash Flows           5

          Notes to Consolidated Financial Statements     6-9

Item 2 -  Management   Discussion  and  Analysis   of   10-11
          Financial   Conditions   and   Results   of
          Operations

Item 3 -  Quantitative  and  Qualitative  Disclosures
          About Market Risk

          There  have  been  no material  changes  to
          information required regarding quantitative
          and  qualitative disclosures  about  market
          risk from the end of the preceding year  to
          the date of this Form 10-Q.

PART  II  OTHER INFORMATION                               12
- -

          SIGNATURES                                      13


                                         2

<PAGE>
<TABLE>
<CAPTION>


                    UNITED MOBILE HOMES, INC.
                   CONSOLIDATED BALANCE SHEETS
         AS OF SEPTEMBER 30, 2001 and DECEMBER 31, 2000

                                    September 30,   December 31
                                       2000              2001
<S>                               <C>            <C>
  -ASSETS-
  INVESTMENT PROPERTY AND
  EQUIPMENT
    Land                           $  7,212,035   $  6,779,335
    Site and Land Improvements       53,526,610     50,707,021
    Buildings and Improvements        2,738,964      2,705,636
    Rental Homes and Accessories      8,501,316      8,088,015
                                     __________     __________
      Total Investment Property      71,978,925     68,280,007
    Equipment and Vehicles            3,515,618      3,282,681
                                     __________     __________
    Total Investment Property and
      Equipment                      75,494,543     71,562,688
    Accumulated Depreciation        (31,692,127)   (29,862,276)
                                     __________     __________
    Net Investment Property and
      Equipment                      43,802,416     41,700,412
                                     __________     __________
  OTHER ASSETS
   Cash and Cash Equivalents            126,772      1,399,259
   Securities Available for Sale     21,753,967     15,494,918
   Inventory of Manufactured Homes    2,025,560            -0-
   Notes and Other Receivables        2,527,761      1,914,446
   Unamortized Financing Costs          314,545        280,727
   Prepaid Expenses                     371,298        115,633
   Land Development Costs             2,703,454      2,040,202
                                     __________     __________
      Total Other Assets             29,823,357     21,245,185
                                     __________     __________
  TOTAL ASSETS                       73,625,773     62,945,597
                                     ==========     ==========
   -LIABILITIES AND SHAREHOLDERS'
     EQUITY -
   MORTGAGES PAYABLE                 33,123,282     32,055,839
                                     __________     __________
   OTHER LIABILITIES

    Accounts Payable                    271,352        339,174
    Loans Payable                    10,731,536      5,639,470
    Accrued Liabilities and
      Deposits                        1,861,104      1,622,272
    Tenant Security Deposits            477,788        449,416
                                     __________     __________
   Total Other Liabilities           13,341,780      8,050,332
                                     __________     __________
  TOTAL LIABILITIES                  46,465,062     40,106,171
                                     __________     __________
  SHAREHOLDERS' EQUITY
   Common Stock - $.10 par value
    per share 10,000,000 Shares
    authorized 7,850,793 and
    7,711,141 shares issued And
    7,504,493 and 7,394,241
    outstanding, respectively           785,079        771,114
   Additional Paid-In Capital        27,429,265     26,026,006
   Accumulated Other
    Comprehensive Income              2,363,208      (490,795)
    Accumulated Deficit               (309,944)      (667,793)
   Treasury Stock, at cost
    (346,300 and 316,900 shares,
     respectively)                  (3,106,897)    (2,799,106)
                                    ___________    ___________
      Total Shareholders' Equity     27,160,711     22,839,426
                                     __________     __________
  TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY              $73,625,773    $62,945,597
                                    ===========    ===========



</TABLE>
                           -UNAUDITED-
         See Notes to Consolidated Financial Statements
                               3

<PAGE>
<TABLE>
<CAPTION>

                    UNITED MOBILE HOMES, INC.
                CONSOLIDATED STATEMENTS OF INCOME
               For the THREE AND NINE MONTHS ended
                       SEPTEMBER 30, 2001

                       THREE MONTHS              NINE MONTHS

                   9/30/01      9/30/00      9/30/01      9/30/00
<S>              <C>          <C>         <C>         <C>

REVENUES:
Rental and
  Related Income $ 4,809,011  $ 4,672,427 $14,359,765  $13,914,882
Sales of
  Manufactured
  Homes            2,112,264          -0-   3,826,986          -0-
Interest and
  Dividend
  Income             620,137      448,788   1,611,612    1,231,395
Gain on Securities
  Available for
  Sales
  Transactions,
  net                200,480       32,735     531,253      177,149
Other Income          30,932          -0-      71,180          -0-

                  __________   __________  __________   __________
Total Revenues     7,772,824    5,153,950  20,400,796   15,323,426
                  __________   __________  __________   __________
Community
  Operating
  Expenses         2,215,391    1,950,648   6,443,672    5,918,548
Cost of Sales of
  Manufactured
  Homes            1,706,892          -0-   3,152,502          -0-
Selling Expenses     234,225          -0-     431,273          -0-
General and
  Administrative
  Expenses           489,848      481,961   1,522,048    1,429,598
Interest Expense     677,940      736,860   2,028,564    2,026,066
Depreciation
  Expense            662,408      613,131   1,988,014    1,845,774
Other Expenses        19,500       23,000      58,500       66,800
                  __________   __________  __________   __________
  Total Expenses   6,006,204    3,805,600  15,624,573   11,286,786
                  __________   __________  __________   __________
Income before
  Gain (Loss) on
  Sales of
  Investment
  Property and
  Equipment        1,766,620    1,348,350   4,776,223    4,036,640
Gain (Loss) on
  Sales of
  Investment
  Property and
  Equipment         (15,872)        (648)    (14,891)       15,613

                  __________   __________  __________   __________
Net Income       $ 1,750,748  $ 1,347,702 $ 4,761,332  $ 4,052,253
                 ===========  =========== ===========  ===========
Net Income
 per Share -
  Basic               $ 0.23       $ 0.18      $ 0.64       $ 0.55
                 ===========  =========== ===========  ===========
  Diluted             $ 0.23       $ 0.18      $ 0.64       $ 0.55
                 ===========  =========== ===========  ===========
Weighted Average
 Shares -
  Basic            7,478,621    7,341,811   7,439,016    7,332,392
                 ===========  =========== ===========  ===========
  Diluted          7,525,926    7,348,373   7,476,831    7,332,392
                 ===========  =========== ===========  ===========


</TABLE>

                           -UNAUDITED-
         See Notes to Consolidated Financial Statements


                                        4

<PAGE>
<TABLE>
<CAPTION>


                    UNITED MOBILE HOMES, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                    for the NINE MONTHS ended
                   September 30, 2001 and 2000

<S>                                 <C>          <C>
                                        2001        2000
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income                           $ 4,761,332 $ 4,052,253
Non-Cash Adjustments:
Depreciation                           1,988,014   1,845,774
Amortization                              58,500      66,800
Gain on Securities Available for
  Sale Transactions                    (531,253)   (177,149)
Loss  (Gain) on Sales of Investment
Property and Equipment                    14,891    (15,613)

Changes in Operating Assets and
  Liabilities
Inventory of Manufactured Homes      (2,025,560)         -0-
Notes and Other Receivables            (613,315)   (500,536)
Prepaid Expenses                       (255,665)   (335,881)
Accounts Payable                        (67,822)     480,564
Accrued Liabilities and Deposits         238,832      59,103
Tenant Security Deposits                  28,372      12,595
                                      __________  __________
Net Cash Provided by Operating
  Activities                           3,596,326   5,487,910
                                      __________  __________
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Manufactured Home
  Community                          (2,503,126)         -0-
Purchase of Investment Property
  and Equipment                      (1,759,260) (1,064,707)
Proceeds from Sales of Assets            157,477      79,953
Additions to Land Development          (663,252) (1,293,483)
Purchase of Securities Available     (6,872,336) (3,712,002)
  for Sale
Proceeds from Sales of Securities
  Available for Sale                   3,998,543   2,461,177
                                      __________  __________
Net Cash Used by Investing
  Activities                         (7,641,954) (3,529,062)
                                      __________  __________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages and Loans      6,842,066   2,500,000
Principal Payments of Mortgages
  and Loans                            (682,557)   (689,310)
Financing Costs on Debt                 (92,318)    (46,431)
Proceeds from Exercise of
  Stock  Options                         107,500         -0-
Dividends Paid                       (3,093,759) (2,772,859)
Purchase of Treasury Stock             (307,791) (1,137,260)
                                      __________  __________
Net Cash Provided (Used) by
  Financing Activities                 2,773,141 (2,145,860)
                                      __________  __________
NET DECREASE IN CASH
  AND CASH EQUIVALENTS               (1,272,487)   (187,012)
CASH & CASH EQUIVALENTS - BEGINNING    1,399,259     724,650
                                      __________  __________
CASH & CASH EQUIVALENTS - ENDING     $   126,772 $   537,638
                                     =========== ===========

</TABLE>

                           -UNAUDITED-
         See Notes to Consolidated Financial Statements

                                 5

<PAGE>

                    UNITED MOBILE HOMES, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001
                           (UNAUDITED)
NOTE 1 - ACCOUNTING POLICY

The  interim  consolidated financial statements furnished  herein
reflect all adjustments which were, in the opinion of management,
necessary  to present fairly the financial position,  results  of
operations,  and  cash flows at September 30, 2001  and  for  all
periods  presented.  All adjustments made in the  interim  period
were  of a normal recurring nature.  Certain footnote disclosures
which would substantially duplicate the disclosures contained  in
the  audited consolidated financial statements and notes  thereto
included  in the annual report of United Mobile Homes, Inc.  (the
Company) for the year ended December 31, 2000 have been omitted.

Effective  April  1, 2001, the Company, through its  wholly-owned
taxable  subsidiary, UMH Sales and Finance, Inc. (S&F), began  to
conduct manufactured home sales in its communities.  This company
was established to enhance the occupancy of the communities.  The
consolidated financial statements of the Company include S&F  and
all  of  its  other wholly-owned subsidiaries.  All  intercompany
transactions and balances have been eliminated in consolidation.

Certain   reclassifications  have  been  made  to  the  financial
statements  for  prior periods to conform to the  current  period
presentation.

NOTE 2 - NET INCOME PER SHARE AND COMPREHENSIVE INCOME

Basic  net income per share is calculated by dividing net  income
by  the  weighted  average  shares outstanding  for  the  period.
Diluted net income per share is calculated by dividing net income
by  the weighted average number of common shares outstanding plus
the  weighted average number of net shares that would  be  issued
upon  exercise  of stock options pursuant to the  treasury  stock
method.   Options in the amounts of 47,305 and 37,815 shares  for
the  three and nine months ended September 30, 2001, respectively
and  6,562 shares for the three months ended September  30,  2000
are included in the diluted weighted average shares outstanding.

Total  comprehensive income, including unrealized gains  (losses)
on  securities  available for sale, amounted  to  $1,240,617  and
$7,615,335,  for  the three and nine months ended  September  30,
2001,  respectively and $1,863,906 and $5,592,597 for  the  three
and nine months ended September 30, 2000, respectively.

NOTE 3 - INVESTMENT PROPERTY AND EQUIPMENT AND MORTGAGES PAYABLE

On   September  26,  2001,  the  Company  acquired  Laurel  Woods
Manufactured  Housing  Community, a 220-space  manufactured  home
community  located in Cresson, Pennsylvania.  This community  was
purchased  from  Laurel  Woods LLC, an unrelated  entity,  for  a
purchase price of approximately $2,500,000.  The Company obtained
a  $1,750,000  mortgage  with First Union  Bank.   This  mortgage
payable  is  at an effective interest rate of 6.38%  and  is  due
October 10, 2006.

                               6

<PAGE>

NOTE 4 - SECURITIES AVAILABLE FOR SALE

During  the  nine  months ended September 30, 2001,  the  Company
realized  a loss of $132,949 due to a writedown to fair value  of
Securities  Available  for Sale which was considered  other  than
temporarily  impaired.   This loss is included  in  the  Gain  on
Securities for Sale Transactions, net.

NOTE 5 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

On  September 17, 2001, the Company paid $1,494,309 as a dividend
of  $.20  per share to shareholders of record as of   August  15,
2001.   The  total  dividends  paid for  the  nine  months  ended
September 30, 2001 amounted to $4,403,483. On September 17, 2001,
the Company received $373,448  from the Dividend Reinvestment and
Stock  Purchase Plan.  There were 34,763 new shares issued  under
the   Plan.    The  total  amount  received  from  the   Dividend
Reinvestment  and Stock Purchase Plan for the nine  months  ended
September 30, 2001 amounted to $1,309,724.

NOTE 6 - TREASURY STOCK

During  the  nine  months ended September 30, 2001,  the  Company
purchased  29,400 shares of its own stock for  a  total  cost  of
$307,791.   These shares are accounted for under the cost  method
and  are included as Treasury Stock in the Consolidated Financial
Statements.

NOTE 7 - EMPLOYEE STOCK OPTIONS

During  the  nine months ended September 30, 2001, the  following
stock options were granted:

     Date  of      Number of    Number of   Option  Expiration
      Grant        Employees    Shares       Price   Date

     1/2/01           1          25,000    $10.3125  12/2006

During  the  nine months ended September 30, 2001,  one  employee
exercised  a stock option and purchased 10,000 shares  for  total
proceeds of $107,500.  Options to purchase 42,000 shares  expired
and were added back to the "pool" of shares available for grant.

As  of  September  30,  2001, there were options  outstanding  to
purchase  423,500 shares and 252,500 shares available  for  grant
under the Company's Stock Option Plans.

NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash  paid  during the nine months ended September 30,  2001  and
2000  for  interest was $2,162,864 and $2,153,066   respectively.
Interest  cost capitalized to Land Development was  $134,300  and
$127,000  for the nine months ended September 30, 2001 and  2000,
respectively.

During  the  nine months ended September 30, 2001 and  2000,  the
Company  had dividend reinvestments of $1,309,724 and $1,371,210,
respectively, which required no cash transfers.


                                   7

<PAGE>

NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standards Board (FASB)
issued  Statement No. 141, Business Combinations,  and  Statement
No.  142,  Goodwill and Other Intangible Assets.   Statement  141
requires that the purchase method of accounting be used  for  all
business  combinations initiated after June 30, 2001 as  well  as
all  purchase method business combinations completed  after  June
30,  2001.   Statement 141 also  specifies the criteria  acquired
intangible  assets must meet to be recognized and reported  apart
from
goodwill.    Statement  142  will  require  that   goodwill   and
intangible  assets  with indefinite useful  lives  no  longer  be
amortized, but instead tested for impairment at least annually in
accordance  with the provisions of Statement 142.  Statement  142
will  also  require that intangible assets with  definite  useful
lives  be amortized over their respective estimated useful  lives
to  their  estimated residual values, and reviewed for impairment
in accordance with SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.

Statement  142  requires that goodwill and any  intangible  asset
determined to have an indefinite useful life acquired after  June
30, 2001 will not be amortized, but will continue to be evaluated
for  impairment in accordance with the appropriate  pre-Statement
142   accounting  literature.   Goodwill  and  intangible  assets
acquired in business combinations completed before July  1,  2001
will  continue to be amortized prior to the adoption of Statement
142.

The  Company is required to adopt the provisions of Statement 141
immediately. The initial adoption of Statement 141 had no  impact
on  the Company's consolidated financial statements.  The Company
is  required  to adopt Statement 142 effective January  1,  2002.
The  Company  currently  has no recorded goodwill  or  intangible
assets  and  does  not  anticipate that the initial  adoption  of
Statement  142  will have a significant impact on  the  Company's
consolidated financial statements.

In  August, 2001, FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which addresses financial accounting and
reporting  for  obligations associated  with  the  retirement  of
tangible  long-lived assets and the associated  asset  retirement
costs.   SFAS No. 143 requires an enterprise to record  the  fair
value  of  an asset retirement obligation as a liability  in  the
period in which it incurs a legal obligation associated with  the
retirement  of  tangible  long-lived  assets.   The  Company   is
required to adopt the provisions of SFAS No. 143 for fiscal years
beginning  after June 15, 2002.  The Company does not  anticipate
that  SFAS  No.  143  will  significantly  impact  the  Company's
consolidated financial statements.

                                  8

<PAGE>

On October 3, 2001, FASB issued Statement of Financial Accounting
Standards  ("SFAS") No. 144, "Accounting for  the  Impairment  or
Disposal   of  Long-Lived  Assets",  which  addresses   financial
accounting and reporting for the impairment or disposal of  long-
lived  assets.   While  SFAS  No. 144 supersedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived  Assets  to  Be  Disposed  Of",  it  retains  many  of  the
fundamental  provisions  of  that Statement.   The  Statement  is
effective  for  fiscal years beginning after December  15,  2001.
The Company does not anticipate that the initial adoption of SFAS
No. 144 will have a significant impact on the Company's financial
statements.

NOTE 10 - SUBSEQUENT EVENTS

On November 6, 2001 the Company  obtained a $5,775,000 Fannie Mae
mortgage at an interest  rate of 6.3% for a ten-year term  with a
twenty-five year amortization schedule. This loan  is secured  by
Allentown  Mobile Home  Community  in  Memphis, Tennessee.


MANAGEMENT  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITIONS  AND
RESULTS OF OPERATIONS

MATERIAL CHANGES IN FINANCIAL CONDITION

United Mobile Homes, Inc. (the Company) owns and operates twenty-
five  manufactured  home  communities.  These  manufactured  home
communities  have  been generating increased gross  revenues  and
increased operating income.

The  Company generated $3,596,326 net cash provided by  operating
activities.  The  Company  received  new  capital  of  $1,417,224
through its Dividend Reinvestment and Stock Purchase Plan  (DRIP)
and  exercise  of stock options.  The Company repurchased  29,400
shares  of  its  own  stock at a cost of $307,791.   The  Company
purchased  a  manufactured home community for  a  total  cost  of
approximately  $2,500,000.  The Company purchased  $6,872,336  of
securities  of other real estate investment trusts.  The  Company
had an increase in inventory of manufactured homes of $2,025,560.
Effective  April  1, 2001, the Company through  its  wholly-owned
taxable  subsidiary, UMH Sales and Finance, Inc. (S&F)  began  to
conduct  manufactured  home sales in its communities.   Mortgages
Payable  increased by $1,067,443 as a result of  a  new  mortgage
loan  of  $1,750,000 partially offset by principal repayments  of
$682,557.  Loans payable increased by $5,092,066 primarily  as  a
result  of additional borrowings to purchase Securities Available
for Sale and Inventory.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

Rental  and  related  income increased from  $4,672,427  for  the
quarter  ended September 30, 2000 to $4,809,011 for  the  quarter
ended  September  30, 2001.  Rental and related income  increased
from $13,914,882 for the nine months ended September 30, 2000  to
$14,359,765 for the nine months ended September 30,  2001.   This
was  the  result of higher rents.  The Company has  been  raising
rental  rates  by  approximately 3% to  4%  annually.   Sales  of
manufactured homes amounted to $2,112,264 and $3,826,986 for  the
quarter  and  nine months ended September 30, 2001, respectively.
Effective   April   1,  2001,  the  Company  began   to   conduct
manufactured  home  sales  in  its  communities.   Interest   and
dividend  income  rose  from  $448,788  for  the  quarter   ended
September  30,  2000 to $620,137 for the quarter ended  September
30,  2001.  Interest and dividend income rose from $1,231,395 for
the  nine months ended September 30, 2000 to $1,611,612  for  the
nine months ended September 30, 2001.  This was due primarily  to
purchases of Securities available for sale during 2000 and  2001.
Gain  on  securities available for sale transactions amounted  to
$200,480  and  $531,253  for  the three  and  nine  months  ended
September  30,  2001,  respectively as compared  to  $32,735  and
$177,149 for the three and nine months ended September 30,  2000,
respectively.   Included in the Gain on securities available  for
sale transactions for the quarter and nine months ended September
30,  2001 was a writedown of $-0- and $132,949, respectively,  of
Securities  available  for sale which was considered  other  than
temporarily  impaired.    Other income amounted  to  $30,932  and
$71,180 for the quarter and nine months ended September 30, 2001,
respectively.  This represents miscellaneous income generated  by
S&F.

                                   9

<PAGE>

Community  operating expenses increased from $1,950,648  for  the
quarter  ended September 30, 2000 to $2,215,391 for  the  quarter
ended September 30, 2001.  Community operating expenses increased
from  $5,918,548 for the nine months ended September 30, 2000  to
$6,443,672  for the nine months ended September 30,  2001.   This
was   primarily  due  to  an  increase  in  personnel  costs  and
advertising costs.  The Company is increasing its efforts to gain
occupancy,  especially  in  its  recently  expanded  communities.
Cost  of  sales of manufactured homes amounted to $1,706,892  and
$3,152,502  for the quarter and nine months ended  September  30,
2001,  respectively.  Selling expenses amounted to  $234,225  and
$431,273  for  the  quarter and nine months ended  September  30,
2001, respectively.  General and administrative expenses remained
relatively  stable for the quarter ended September  30,  2001  as
compared  to  the quarter ended September 30, 2000.  General  and
administrative expenses increased from $1,429,598  for  the  nine
months ended September 30, 2000 to $1,522,048 for the nine months
ended  September 30, 2001.  This was primarily due to an increase
in  occupancy  and  personnel costs.  Interest  expense  remained
relatively stable for the quarter and nine months ended September
30,  2001  as  compared  to the quarter  and  nine  months  ended
September 30, 2000.  Although there has been an increase  in  the
average  principal balance of loans payable,  there  has  been  a
decrease in interest rates.  Depreciation expense increased  from
$613,131 for the quarter ended September 30, 2000 to $662,408 for
the  quarter  ended  September 30,  2001.   Depreciation  expense
increased from $1,845,774 for the nine months ended September 30,
2000  to $1,988,014 for the nine months ended September 30, 2001.
This  was  primarily  due to land development  costs  which  were
transferred  to investment property and equipment and  placed  in
service  at  the end of 2000.  Other expenses remained relatively
stable  for the quarter and nine months ended September 30,  2001
as  compared  to the quarter and nine months ended September  30,
2000.

Funds  from  operations (FFO), defined as net  income,  excluding
gains  (or  losses)  from  sales  of  depreciable  assets,   plus
depreciation  increased from $1,961,481  for  the  quarter  ended
September  30, 2000 to $2,429,028 for the quarter ended September
30,  2001.   FFO  increased from $5,882,414 for the  nine  months
ended  September 30, 2000 to $6,764,237 for the nine months ended
September  30, 2001.  FFO does not replace net income (determined
in accordance with generally accepted accounting principles) as a
measure  of  performance  or  net cash  flows  as  a  measure  of
liquidity.  FFO should be considered as a supplemental measure of
operating performance used by real estate investment trusts.

LIQUIDITY AND CAPITAL RESOURCES

Net   cash  provided  by  operating  activities  decreased   from
$5,487,910  for  the  nine months ended  September  30,  2000  to
$3,596,326 for the nine months ended September 30, 2001 primarily
due  to  the  new inventory for S&F.  The Company  believes  that
funds  generated from operations together with the financing  and
refinancing  of  its properties will be sufficient  to  meet  its
needs over the next several years.

                                    10

<PAGE>


                             PART II

                        OTHER INFORMATION



Item 1 - Legal Proceedings - none

Item 2 - Changes in Securities - none

Item 3 - Defaults Upon Senior Securities - none

Item 4 - Submission of Matters to a Vote of Security Holders  -
                        none

Item 5 - Other Information - none

Item 6 - Exhibits and Reports on Form 8-K -

          (a)  Exhibits - none

          (b)  Reports on Form 8-K - none





                              11
<PAGE>





                           SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.




DATE: November 12, 2001
                                     By:  /s/ Samuel A. Landy
                                              Samuel A. Landy,
                                              President




DATE: November 12, 2001
                                     By:  /s/ Anna T. Chew
                                              Anna T. Chew,
                                              Vice President and
                                              Chief Financial
                                              Officer



                              12

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