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<CONFORMED-NAME>UNITED MOBILE HOMES INC
<CIK>0000752642
<ASSIGNED-SIC>6798
<IRS-NUMBER>221890929
<STATE-OF-INCORPORATION>NJ
<FISCAL-YEAR-END>1231
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<ACT>34
<FILE-NUMBER>001-12690
<FILM-NUMBER>04662724
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<STREET1>3499 ROUTE 9 N, SUITE 3-C
<STREET2>JUNIPER BUSINESS PLAZA
<CITY>FREEHOLD
<STATE>NJ
<ZIP>07728
<PHONE>7325779997
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<SEQUENCE>1
<FILENAME>umh10k123103.txt
<DESCRIPTION>FORM 10-K
<TEXT>
                            Form 10-K
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 2003

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)  OF
         THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period ___________ to___________

                 Commission File Number 0-13130

                   United Mobile Homes, Inc.
     (Exact name of registrant as specified in its charter)

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

 3499 Route 9, Suite 3C, Freehold, New Jersey       07728
(Address of principal executive offices)         (Zip code)

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

Securities  registered  pursuant to Section  12(b)  of  the  Act:
None

Securities  registered  pursuant to Section  12(g)  of  the  Act:
Common Stock $.10 par value

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 ___

Indicate by check if disclosure of delinquent filers pursuant  to
Item 405 of Regulation S-K is not contained herein, and will  not
be   contained,  to  the  best  of  registrant's  knowledge,   in
definitive  proxy  or  information  statements  incorporated   by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.    X

Indicate  by  check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).  Yes    X    No ____

Based  upon the assumption that directors and executive  officers
of  the  registrant  are not affiliates of  the  registrant,  the
aggregate market value of the voting stock of the registrant held
by   nonaffiliates  of  the  registrant  at  June  30,  2003  was
$118,649,528.   Presuming  that  such  directors  and   executive
officers  are affiliates of the registrant, the aggregate  market
value of the voting stock of the registrant held by nonaffiliates
of the registrant at June 30, 2003 was $89,070,503.

The  number of shares outstanding of issuer's common stock as  of
March 1, 2004 was 8,273,139 shares.

Documents Incorporated by Reference:
  -    Exhibits incorporated by reference are listed in Part IV;
     Item (a) (3).


<PAGE>

                             PART I

ITEM I - BUSINESS

General Development of Business

      United  Mobile Homes, Inc. (the Company) owns and  operates
twenty-six manufactured home communities containing 6,129  sites.
The  communities  are  located in New  Jersey,  New  York,  Ohio,
Pennsylvania and Tennessee.

      Effective January 1, 1992, the Company elected to be  taxed
as  a  real estate investment trust (REIT) under Sections 856-860
of the Internal Revenue Code. (the Code), and intends to maintain
its  qualification as a REIT in the future.  As a qualified REIT,
with  limited  exceptions, the Company will not  be  taxed  under
Federal and certain state income tax laws at the corporate  level
on  taxable income that it distributes to its shareholders.   For
special tax provisions applicable to REITs, refer to Sections 856
860  of  the Code.  The Company is subject to franchise taxes  in
some of the states in which the Company owns property.

      The Company was incorporated in the state of New Jersey  in
1968.   On  September 29, 2003, the Company changed its state  of
incorporation  from New Jersey to Maryland.  The  reincorporation
was  approved  by  the Company's shareholders  at  the  Company's
annual meeting on August 14, 2003.

      The  reincorporation was accomplished by the merger of  the
Company with and into its wholly-owned subsidiary, United  Mobile
Homes, Inc., a Maryland corporation, (United Maryland), which was
the surviving corporation in the merger.

      As  a  result of the merger, each outstanding share of  the
Company's  Class A common stock, $.10 par value  per  share,  was
converted  into  one share of common stock, $.10  par  value  per
share  of  United  Maryland  common stock.   In  addition,   each
outstanding  option  to  purchase New  Jersey  Common  Stock  was
converted  into the  right to purchase Maryland Common Stock upon
the   same  terms  and  conditions as immediately prior  to   the
Merger.   The  Company's 1994 Stock Option  Plan,   as   amended,
was assumed by United Maryland.

      The conversion of the New Jersey Common Stock into Maryland
Common  Stock  occurred  without  an  exchange  of  certificates.
Accordingly,  certificates formerly representing  shares  of  New
Jersey  Common Stock are now deemed to represent the same  number
of shares of Maryland Common Stock.

      Prior  to  the  Merger, United Maryland had  no  assets  or
liabilities,  other  than nominal assets or  liabilities.   As  a
result  of the Merger, United Maryland acquired all of the assets
and  all  of the liabilities and obligations of the Company.  The
Merger  was  accounted for as if it were a "pooling of interests"
rather  than  a  purchase  for financial  reporting  and  related
purposes,  with  the result that the historical accounts  of  the
Company  and  United Maryland have been combined for all  periods
presented.  United  Maryland, has the same business,  properties,
directors,  management, status as a real estate investment  trust
under  the  Internal  Revenue  Code  of  1986,  as  amended,  and
principal executive offices as United Mobile Homes, Inc.,  a  New
Jersey corporation.

                               -2-


<PAGE>

ITEM I - BUSINESS, (CONT'D.)

Background

       Monmouth  Capital  Corporation,  a  publicly-owned   Small
Business Investment Corporation, that had owned approximately 66%
of  the  Company's  stock,  spun off to  its  shareholders  in  a
registered distribution three shares of United Mobile Homes, Inc.
for  each share of Monmouth Capital Corporation.  The Company  in
1984  and 1985 issued additional shares through rights offerings.
The Company has been in operation for thirty-five years, the last
eighteen of which have been as a publicly-owned corporation.

Narrative Description of Business

      The  Company  operates as part of a group of  three  public
companies  (all REITs) which includes United Mobile Homes,  Inc.,
Monmouth Capital Corporation, and Monmouth Real Estate Investment
Corporation   (the  affiliated  companies).   Some  general   and
administrative   expenses  are  allocated   between   the   three
affiliated  companies  based on use or  services  provided.   The
Company currently has approximately 100 employees.    Allocations
of   salaries  and  benefits  are  made  between  the  affiliated
companies based on the amount of the employees' time dedicated to
each affiliated company.

       The  Company's  primary  business  is  the  ownership  and
operation of manufactured home communities - leasing manufactured
home  spaces  on  a month-to-month basis to private  manufactured
home  owners.   The Company also leases homes to  residents,  and
through its wholly-owned taxable REIT subsidiary, sells homes  to
residents and prospective residents of our communities.

      A  manufactured home community is designed  to  accommodate
detached,  single  family manufactured housing units,  which  are
produced off-site by manufacturers and delivered by truck to  the
site.   Such dwellings, referred to as manufactured homes  (which
should  be  distinguished from travel trailers), are manufactured
in  a  variety  of  styles and sizes.  Manufactured  homes,  once
located,  are  rarely transported to another site;  typically,  a
manufactured home remains on site and is sold by its owner  to  a
subsequent  occupant.   This  transaction  is  commonly   handled
through  a  broker  in the same manner that  a  more  traditional
single-family  residence is sold.  Each owner of  a  manufactured
home  leases  the  site on which the home  is  located  from  the
Company.

     Manufactured  homes are being accepted by the  public  as  a
viable  and economically attractive alternative to common  stick-
built   single-family  housing.   During  the  past  five  years,
approximately one-fifth of all single-family homes built and sold
in the nation have been manufactured homes.

     The size of a modern manufactured home community is limited,
as   are  other  residential  communities,  by  factors  such  as
geography,   topography,   and funds available  for  development.
Generally,   modern   manufactured   home   communities   contain
buildings  for  recreation, green areas, and  other  common  area
facilities,   which,   as  distinguished  from   resident   owned
manufactured   homes,   are  the  property   of   the   community
owner.  In addition to such general

                               -3-


<PAGE>

ITEM I - BUSINESS, (CONT'D.)

improvements,  certain  manufactured  home  communities   include
recreational  improvements such as swimming pools, tennis  courts
and   playgrounds.   Municipal  water  and  sewer  services   are
available  to  some  manufactured home communities,  while  other
communities  supply  these  facilities  on  site.   The   housing
provided  by the manufactured home community, therefore, includes
not  only the manufactured dwelling unit (owned by the resident),
but  also  the physical community framework and services provided
by the manufactured home community.

      The  community  manager  interviews prospective  residents,
ensures  compliance with community regulations, maintains  public
areas and community facilities and is responsible for the overall
appearance  of  the community.  The manufactured home  community,
once fully occupied, tends to achieve a stable rate of occupancy.
The  cost  and  effort in moving a home once it is located  in  a
community encourages the owner of the manufactured home to resell
the   manufactured  home  rather  than  to  remove  it  from  the
community.    This  ability  to  produce  relatively  predictable
income,  together  with  the  location  of  the  community,   its
condition  and  its  appearance, are  factors  in  the  long-term
appreciation of the community.

     Effective  April 1, 2001, the Company, through  its  wholly-
owned taxable REIT subsidiary, UMH Sales and Finance, Inc. (S&F),
began  to conduct manufactured home sales, and financing of these
sales,  in  its  communities.  Inherent in  the  operation  of  a
manufactured   home  community  is  site  vacancies.    S&F   was
established  to fill these vacancies and potentially enhance  the
value of the communities.

     Additional information about the Company can be found on the
Company's website which is located at www.umh.com.  The Company's
filings  with  the  Securities and Exchange Commission  are  made
available  through a link on the Company's website or by  calling
Investor Relations.

Investment and Other Policies of the Company

      The  Company  may  invest in improved and  unimproved  real
property   and  may  develop  unimproved  real  property.    Such
properties may be located throughout the United States.   In  the
past, it has concentrated on the northeast.

      The  Company  has no restrictions on how  it  finances  new
manufactured  home  communities.  It may finance  communities  by
purchase  money  mortgages  or other financing,  including  first
liens,  wraparound  mortgages or subordinated  indebtedness.   In
connection  with  its ongoing activities, the Company  may  issue
notes, mortgages or other senior securities.  The Company intends
to use both secured and unsecured lines of credit.

     The Company may issue securities for property, however, this
has  not occurred to date, and it may repurchase or reacquire its
shares  from  time to time if, in the opinion  of  the  Board  of
Directors, such acquisition is advantageous to the Company.

     The  Company also invests in both debt and equity securities
of  other REITs. The Company from time to time may purchase these
securities on margin when the interest and dividend yields exceed
the  cost of funds.  The securities portfolio, to the extent  not
pledged  to secure borrowing, provides the Company with liquidity
and additional income.  Such securities

                                -4-

<PAGE>

ITEM I - BUSINESS, (CONT'D.)

are  subject to risk arising from adverse changes in market rates
and  prices,  primarily  interest  rate  risk  relating  to  debt
securities  and equity price risk relating to equity  securities.
At  December  31, 2003 and 2002, the Company had $31,096,211  and
$32,784,968,  respectively,  of securities  available  for  sale.
Included  in  these  securities  are  Preferred  Stock  and  Debt
securities  of  $16,249,188  and  $3,438,000,  respectively,   at
December  31, 2003, and $18,012,877 and $2,297,125, respectively,
at   December  31,  2002.   The  unrealized  gain  on  securities
available  for  sale at December 31, 2003 and  2002  amounted  to
$5,308,195 and $3,988,429, respectively.

Property Maintenance and Improvement Policies

      It  is  the  policy  of the Company to  properly  maintain,
modernize,  expand and make improvements to its  properties  when
required.   The Company anticipates that renovation  expenditures
with  respect  to  its  present properties during  2004  will  be
consistent   with   2003   expenditures,   which   amounted    to
approximately  $2,000,000.  It is the policy of  the  Company  to
maintain  adequate insurance coverage on all of  its  properties;
and,  in  the  opinion of the Company, all of its properties  are
adequately insured.

Risk Factors

Real Estate Industry and Competition Risks

     The Company's investments are subject to the risks generally
associated  with  the ownership of real property,  including  the
uncertainty  of  cash  flow  to meet fixed  obligations,  adverse
changes  in national economic conditions, changes in the relative
popularity  (and thus the relative price) of the  Company's  real
estate  investments  when compared to other investments,  adverse
local  market  conditions  due to changes  in  general  or  local
economic  conditions or neighborhood values, changes in  interest
rates  and in the availability of mortgage funds, costs and terms
of  mortgage  funds, the financial conditions  of  residents  and
sellers of properties, changes in real estate tax rates and other
operating    expenses   (including   corrections   of   potential
environmental  issues  as  well as  more  stringent  governmental
regulations  regarding the environment), governmental  rules  and
fiscal  policies including possible proposals for rent  controls,
as  well as expenses resulting from acts of God, uninsured losses
and  other  factors which are beyond the control of the  Company.
The  Company's investments are primarily in rental properties and
are  subject  to  the  risk or inability  to  attract  or  retain
residents with a consequent decline in rental income as a  result
of adverse changes in local real estate markets or other factors.

       The  Company  competes  for  manufactured  home  community
investments  with  numerous other real estate entities,  such  as
individuals, corporations, REITs and other enterprises engaged in
real estate activities, possibly including certain affiliates  of
the Company.  In many cases, the competing concerns may be larger
and better financed than the Company, making it difficult for the
Company  to  secure new manufactured home community  investments.
Competition   among  private  and  institutional  purchasers   of
manufactured    home   community   investments   has    increased
substantially  in recent years, with resulting increases  in  the
purchase  price  paid  for  manufactured  home  communities   and
consequent higher fixed costs.


                               -5-

<PAGE>

ITEM I - BUSINESS, (CONT'D.)

Governmental Regulations

     Local  zoning and use laws, environmental statutes and other
governmental  requirements may restrict expansion, rehabilitation
and reconstruction activities.  These regulations may prevent the
Company   from   taking  advantage  of  economic   opportunities.
Legislation  such  as  the Americans with  Disabilities  Act  may
require the Company to modify its properties.  Future legislation
may impose additional requirements.  No prediction can be made as
to  what  requirements  may be enacted or  what  changes  may  be
implemented to existing legislation.

     Rent  control affects only two of the Company's manufactured
home  communities which are in New Jersey and has resulted  in  a
slower growth of earnings from these properties.

Environmental Liability Risks

       Current and former real estate owners and operators may be
required  by law to investigate and clean up hazardous substances
released  at the properties they own or operate or have owned  or
operated.   They  may  be liable to the government  or  to  third
parties  for  property damage, investigation  costs  and  cleanup
costs.  Contamination may adversely affect the owner's ability to
sell  or lease real estate or to borrow using the real estate  as
collateral.   There is no way of determining  at  this  time  the
magnitude of any potential liability to which the Company may  be
subject  arising  out  of  unknown  environmental  conditions  or
violations with respect to the properties it owns.  Environmental
laws  today can impose liability on a previous owner or  operator
of  a property that owned or operated the property at a time when
hazardous or toxic substances were disposed of, or released from,
the  property.  A conveyance of the property, therefore, does not
relieve the owner or operator from liability.  The Company is not
aware of any environmental liabilities relating to its properties
which  would  have  a material adverse effect  on  its  business,
assets, or results of operations.  However, no assurance  can  be
given  that  environmental liabilities  will  not  arise  in  the
future.

       The   Company  owns  and  operates  11  manufactured  home
communities  which  either  have their own  wastewater  treatment
facility,   water  distribution  system,  or  both.    At   these
locations,  the  Company  is subject to  compliance  of  monthly,
quarterly and yearly testing for contaminants as outlined by  the
individual   state's   Department  of  Environmental   Protection
Agencies.

      Currently, the Company is not subject to radon or  asbestos
monitoring requirements.

Insurance Considerations

      The  Company generally maintains insurance policies related
to  its business, including casualty, general liability and other
policies covering business operations, employees and assets.  The
Company  may  be  required  to  bear  all  losses  that  are  not
adequately  covered  by insurance.  Although management  believes
that  the Company's insurance programs are adequate, no assurance
can be given that the Company will not incur losses in excess  of
its  insurance  coverage, or that the Company  will  be  able  to
obtain   insurance  in  the  future  at  acceptable  levels   and
reasonable cost.


                               -6-
<PAGE>

ITEM I - BUSINESS, (CONT'D.)

Financing Risks

       The  Company finances a portion of its investments through
debt.    This  debt  creates risks, including a) rising  interest
rates  on  floating rate debt; b) failure to repay  or  refinance
existing  debt  as  it  matures,  which  may  result  in   forced
disposition  of  assets on disadvantageous terms; c)  refinancing
terms less favorable than the terms of the existing debt; and  d)
failure to meet required payments of principal and/or interest.

Amendment of Business Policies

       The  Board of Directors determines the growth, investment,
financing, capitalization, borrowing, REIT status, operating  and
distribution  policies.  Although the Board of Directors  has  no
present intention to amend or revise any of these policies, these
policies   may   be   amended  or  revised  without   notice   to
shareholders.   Accordingly, shareholders may  not  have  control
over changes in Company policies.

Other Risks

        The market value of our Common Stock could decrease based
on   the   Company's  performance  and  market   perception   and
conditions. The market value of the Company's Common Stock may be
based  primarily  upon the market's perception of  the  Company's
growth  potential and current and future cash dividends, and  may
be  secondarily based upon the real estate market  value  of  the
Company's  underlying assets. The market price of  the  Company's
Common  Stock  is  influenced by the dividend  on  the  Company's
Common  Stock relative to market interest rates. Rising  interest
rates may lead potential buyers of the Company's Common Stock  to
expect  a higher dividend rate, which would adversely affect  the
market  price  of our Common Stock. In addition, rising  interest
rates  would  result  in  increased  expense,  thereby  adversely
affecting  cash  flow and the Company's ability  to  service  our
indebtedness and pay dividends.

        There  are restrictions on the transfer of the  Company's
Common  Stock. To maintain the Company's qualification as a  REIT
under the Internal Revenue Code of 1986 (the Code), no more  than
50%  in  value of the Company's outstanding capital stock may  be
owned,  actually or by attribution, by five or fewer individuals,
as  defined in the Code to also include certain entities,  during
the  last  half  of  a taxable year. Accordingly,  the  Company's
charter and bylaws contain provisions restricting the transfer of
the Company's Common Stock.

        The  Company's earnings are dependent, in part, upon  the
performance  of  our investment portfolio. As  permitted  by  the
Code,  management invests in and owns securities  of  other  real
estate  investment trusts. To the extent that the value of  those
investments  declines  or  those investments  do  not  provide  a
return, the Company's earnings could be adversely affected.

        The  Company is subject to restrictions that  may  impede
management's  ability  to  effect a change  in  control.  Certain
provisions  contained in the Company's charter  and  bylaws,  and
certain  provisions  of  Maryland law  may  have  the  effect  of
discouraging  a  third party from making an acquisition  proposal
for us and thereby inhibit a change in control.

                               -7-

<PAGE>

ITEM I - BUSINESS, (CONT'D.)


          The  Company  may fail to qualify as  a  REIT.  If  the
Company  fails  to  qualify as a REIT, the Company  will  not  be
allowed to deduct distributions to stockholders in computing  our
taxable  income  and  will  be subject  to  Federal  income  tax,
including  any  applicable alternative minimum  tax,  at  regular
corporate  rates. In addition, the Company might be  barred  from
qualification   as   a   REIT  for  the  four   years   following
disqualification.   The  additional  tax  incurred   at   regular
corporate   rates  would  reduce  significantly  the  cash   flow
available for distribution to stockholders and for debt service.

          Furthermore, the Company would no longer be required to
make  any  distributions  to  the  Company's  stockholders  as  a
condition   to   REIT   qualification.   Any   distributions   to
stockholders  that otherwise would have been subject  to  tax  as
capital gain dividends would be taxable as ordinary income to the
extent  of  the  Company's current and accumulated  earnings  and
profits. Corporate distributees, however, may be eligible for the
dividends  received  deduction on the distributions,  subject  to
limitations under the Code.

          To  qualify as a REIT, and to continue to qualify as  a
REIT,  the Company must comply with certain highly technical  and
complex  requirements.  The Company  cannot  be  certain  it  has
complied,  and  will  always  be  able  to  comply,  with   these
requirements. In addition, facts and circumstances  that  may  be
beyond the Company's control may affect the Company's ability  to
continue to qualify as a REIT. The Company cannot assure you that
new  legislation, regulations, administrative interpretations  or
court  decisions will not change the tax laws significantly  with
respect  to the Company's qualification as a REIT or with respect
to  the  Federal  income tax consequences of  qualification.  The
Company  believes  that it has qualified  as  a  REIT  since  its
inception and intends to continue to qualify as a REIT.  However,
the  Company  cannot assure you that the Company is qualified  or
will remain qualified.

          The  Company  may be unable to comply with  the  strict
income  distribution requirements applicable to REITs. To  obtain
the favorable tax treatment associated with qualifying as a REIT,
among  other requirements, the Company is required each  year  to
distribute  to its stockholders at least 90% of its REIT  taxable
income.  The Company will be subject to corporate income  tax  on
any undistributed REIT taxable income. In addition, we will incur
a  4%  nondeductible  excise  tax on  the  amount  by  which  our
distributions in any calendar year are less than the sum  of  (i)
85%  of our ordinary income for the year, (ii) 95% of our capital
gain net income for the year, and (iii) any undistributed taxable
income  from prior years. The Company could be required to borrow
funds on a short-term basis to meet the distribution requirements
that  are  necessary to achieve the tax benefits associated  with
qualifying as a REIT (and to avoid corporate income tax  and  the
4%  excise  tax),  even  if conditions  were  not  favorable  for
borrowing.

          Notwithstanding the Company's status  as  a  REIT,  the
Company  is subject to various Federal, state and local taxes  on
our  income and property. For example, the Company will be  taxed
at  regular corporate rates on any undistributed taxable  income,
including  undistributed  net capital gains,  provided,  however,
that   properly  designated  undistributed  capital  gains   will
effectively avoid taxation at the stockholder level. The  Company
may also have to pay some state income or franchise taxes because
not all states treat REITs in the same manner as they are treated
for Federal income tax purposes.

                               -8-

<PAGE>

ITEM I - BUSINESS, (CONT'D.)

Number of Employees

      On  March  1,  2004,  the  Company  had  approximately  100
employees,  including  Officers.  During the  year,  the  Company
hires   approximately   20  part-time  and  full-time   temporary
employees  as  lifeguards,  grounds  keepers  and  for  emergency
repairs.


                               -9-


<PAGE>

ITEM 2 - PROPERTIES

      United  Mobile Homes, Inc. is engaged in the ownership  and
operation of manufactured home communities located in New Jersey,
New  York,  Ohio, Pennsylvania and Tennessee.  The  Company  owns
twenty-six manufactured home communities containing 6,129  sites.
The  following is a brief description of the properties owned  by
the Company:

                                           2003       Current Rent
                              Number of   Average          Per
Name of Community               Sites    Occupancy   Month Per Site

Allentown                        414        84%           $278
4912 Raleigh-Millington Road
Memphis, TN  38128

Brookview Village                133        77%           $334
Route 9N
Greenfield Center, NY  12833

Cedarcrest                       283        99%           $397
1976 North East Avenue
Vineland, NJ  08360

Cranberry Village                201        91%           $377
201 North Court
Cranberry Township, PA
16066

Cross Keys Village               133        88%           $254
Old Sixth Avenue Road, RD #1
Duncansville, PA  16635

D & R Village                    244        93%           $356
Route 146, RD 13
Clifton Park, NY  12065

Fairview Manor                   276        94%           $399
2110 Mays Landing Road
Millville, NJ  08332

Forest Park Village              252        86%           $327
724 Slate Avenue
Cranberry Township, PA
16066

Heather Highlands                457        64%           $245
109 S. Main Street
Pittston, PA  18640

Highland Estates                 269        95%           $386
60 Old Route 22
Kutztown, PA  19530

Kinnebrook                       212        89%           $376
201 Route 17B
Monticello, NY  12701

Lake Sherman Village             210        94%           $300
7227 Beth Avenue, SW
Navarre, OH  44662

                              -10-


<PAGE>

                                           2003       Current Rent
                              Number of   Average          Per
Name of Community               Sites    Occupancy   Month Per Site


Laurel  Woods                    220        75%           $210
1943 St. Joseph Street
Cresson, PA  16630

Memphis Mobile City              168        88%           $244
3894 N. Thomas Street
Memphis, TN  38127

Oxford Village                   224       100%           $432
2 Dolinger Drive
West Grove, PA  19390

Pine Ridge Village               137        88%           $344
147 Amy Drive
Carlisle, PA  17013

Pine Valley Estates              218        79%           $250
700 Pine Valley Estates
Apollo, PA  15613

Port Royal Village               427        73%           $277
400 Patterson Lane
Belle Vernon, PA  15012

River Valley Estates             214        95%           $227
2066 Victory Road
Marion, OH  43302

Sandy Valley Estates             364        94%           $275
801 First, Route #2
Magnolia, OH  44643

Southwind Village                250        97%           $282
435 E. Veterans Highway
Jackson, NJ  08527

Spreading Oaks Village           153        93%           $202
7140-29 Selby Road
Athens, OH  45701

Waterfalls Village               202        96%           $359
3450 Howard Road
Hamburg, NY  14075

Woodland Manor                   150        42%           $250
338 County Route 11, Lot 165
West Monroe, NY  13167

Woodlawn Village                 157        98%           $500
Route 35
Eatontown, NJ  07724

Wood Valley                      161        94%           $228
1493 N. Whetstone River Road
Caledonia, OH  43314

                              -11-


<PAGE>

ITEM 2 - PROPERTIES (CONT'D.)


     Occupancy rates are stable with little year-to-year  changes
once   the   community  is  filled  (generally  90%  or   greater
occupancy).  It is the Company's experience that, once a home  is
set  up in the community, it is seldom moved.  The home if  sold,
is sold on-site to a new owner.

      Residents  generally rent sites on a month-to-month  basis.
Some  residents  have  one-year leases.   Southwind  Village  and
Woodlawn  Village  (both in New Jersey) are the only  communities
subject to local rent control laws.

     There are 17 sites at Sandy Valley which are under a consent
order with the Federal Government.  This order provides that,  as
these sites become vacant, they cannot be reused.  As of December
31,  2003,  all of these sites were vacant.  The restrictions  on
use  were  known  at the time of purchase, and the  item  is  not
material to the operation of Sandy Valley Estates.

      In  connection with the operation of its 6,129  sites,  the
Company operates approximately 500 rental units.  These are homes
owned  by  the  Company  and rented to  residents.   The  Company
engages  in the rental of manufactured homes primarily  in  areas
where  the communities have existing vacancies.  The rental homes
produce  income  on both the home and for the  site  which  might
otherwise  be non-income producing.  The Company sells the  older
rental homes when the opportunity arises.

     The Company has approximately 800 sites in various stages of
engineering/construction.  Due to the  difficulties  involved  in
the approval and construction process, it is difficult to predict
the number of sites which will be completed in a given year.

Significant Properties

      The Company operates approximately $79,000,000 (at original
cost)  in  manufactured home properties.   These  consist  of  26
separate manufactured home communities and related equipment  and
improvements.   There are 6,129 sites in the 26 communities.   No
one  community constitutes more than 10% of the total  assets  of
the  Company.   Port Royal Village with 427 sites,  Sandy  Valley
Estates with 364 sites, Cedarcrest with 283 sites, Fairview Manor
with  276 sites, Highland Estates with 269 sites, Allentown  with
414  sites  and Heather Highlands with 457 sites are  the  larger
properties.  Heather Highlands historically has an average of 65%
to  70%  occupancy.  The property continues to  produce  positive
cash flow.

Mortgages on Properties

      The  Company  has  mortgages on  various  properties.   The
maturity  dates of these mortgages range from the  year  2004  to
2018.   Interest varies from fixed rates of 4.625% to 7.5% and  a
variable  rate  of prime+1/2%.  The aggregate balances  of  these
mortgages   total  $44,222,675  at  December  31,   2003.    (For
additional information, see Part IV, Item 15(a) (1) (vi), Note  5
of  the  Notes to Consolidated Financial Statements -  Notes  and
Mortgages Payable).


                              -12-

<PAGE>

ITEM 3 - LEGAL PROCEEDINGS

      Legal proceedings are incorporated herein by reference  and
filed  as  Part IV, Item 15(a)(1)(vi), Note 13 of  the  Notes  to
Consolidated Financial Statements - Legal Matters.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters were submitted during the fourth quarter of 2003
to a vote of security holders through the solicitation of proxies
or otherwise.



                              -13-


<PAGE>

                             PART II


ITEM 5 -   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS

      The  Company's  shares  are traded on  the  American  Stock
Exchange  (symbol  UMH).  The per share range  of  high  and  low
quotes  for the Company's stock for each quarterly period  is  as
follows:


                      2003                2002             2001
                 HIGH      LOW        HIGH     LOW     HIGH    LOW

First Quarter    14.49    12.64       12.50   11.77   12.75    9.63
Second Quarter   16.85    13.84       13.85   12.15   12.35   10.65
Third Quarter    16.50    14.14       13.50   12.25   11.95   10.50
Fourth Quarter   17.70    14.75       13.54   12.22   12.50   10.25


      On  March 1, 2004, the closing price of the Company's stock
was $16.81.

      As  of  December  31, 2003, there were approximately  1,000
shareholders of the Company's common stock based on the number of
record owners.

      For the years ended December 31, 2003, 2002 and 2001, total
distributions  paid  by  the Company amounted  to  $7,118,101  or
$.9050  per  share  ($.5603 taxed as ordinary income  and  $.3447
taxed  as  a  long-term capital gain), $6,568,295 or  $.8650  per
share ($.6738 taxed as ordinary income and $.1912 taxed as a long
term capital gain), and $5,980,540 or $.8025 per share (all taxed
as ordinary income), respectively.

      It  is  the  Company's  intention to continue  distributing
quarterly dividends.  On January 14, 2004, the Company declared a
dividend  of  $.2325 per share to be paid on March  15,  2004  to
shareholders  of  record on February 17, 2004.   Future  dividend
policy   will   depend   on  the  Company's   earnings,   capital
requirements, financial condition, availability and cost of  bank
financing and other factors considered relevant by the  Board  of
Directors.


                              -14-


<PAGE>

ITEM 5 -   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS, (CONT'D.)


Equity Compensation Plan Information

     The following table summarizes information, as of December
31, 2003, relating to equity compensation plans of the Company
(including individual compensation arrangements) pursuant to
which equity securities of the Company are authorized for
issuance.



                                                 Number of
                                                 Securities
                Number of                        Remaining
                Securities     Weighted-       Available for
                  to be         average       Future Issuance
               Issued Upon      Exercise        Under Equity
               Exercise of      Price of     Compensation Plans
               Outstanding    Outstanding        (excluding
                 Options,       Options,         Securities
Plan             Warrants       Warrants        reflected in
Category        and Rights     and Rights       column (a))
                   (a)            (b)               (c)
  ________       ________       ________          ________

Equity
Compensation
Plans
Approved by
Security
Holders          306,000         $11.17          1,436,000

Equity
Compensation
Plans not
Approved by
Security
Holders            N/A            N/A               N/A
                 _______         _______         _________

Total            306,000         $11.17          1,436,000
                 =======         =======         =========



                              -15-


<PAGE>

ITEM 6 - SELECTED FINANCIAL DATA

      The following table sets forth selected financial and other
information  for the Company as of and for each of the  years  in
the  five year period ended December 31, 2003.  This table should
be  read in conjunction with all of the financial statements  and
notes thereto included elsewhere herein.

<TABLE>
<CAPTION
<S>               <C>           <C>             <C>            <C>          <C>
                                              December 31,
                     2003          2002           2001        2001         1999
                     _____         _____          _____      _____         _____

Operating Data:
 TotalRevenues  $33,790,503   $29,423,893    $26,882,399   $20,644,731  $18,807,085
 Total Expenses  25,719,333    23,576,227     21,303,647    15,418,042   14,248,985
 Gain (Loss) on
  Sales of
  Investment
  Property and
  Equipment          55,888       664,546       (28,264)      (37,318)      (1,964)
  Net Income      8,127,058     6,512,212      5,550,488     5,189,371    4,556,136
 Net Income Per
  Share -
    Basic              1.03           .86            .74           .71          .63
    Diluted            1.02           .85            .74           .71          .63
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flow Data:
 Net Cash
  Provided by
  Operating
  Activities     $4,420,150    $6,747,943     $4,277,851    $7,171,086   $6,770,625
 Net Cash
  Provided
  (Used) by
  Investing
  Activities        326,610   (7,076,423)   (11,027,374)   (4,068,797) (12,032,660)
 Net Cash
  Provided
  (Used) by
  Financing
  Activities     (3,840,868)   1,099,628      6,918,095    (2,427,680)   5,154,277
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance Sheet Data:
 Total Assets   $94,310,212   $89,026,506    $80,334,844   $62,945,597  $58,575,312
 Mortgages
  Payable        44,222,675    43,321,884     38,652,025    32,055,839   30,419,153
 Shareholders'
  Equity         39,099,776    29,736,417     27,964,534    22,839,426   21,391,307
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Data:
 Average Number
  of Shares
  Outstanding     7,858,888     7,600,266      7,457,636     7,339,684    7,252,774

 Funds from
  Operations*   $10,980,239    $9,319,106     $8,263,308    $7,845,528   $7,010,633
 Cash Dividends
  Per Share           .9050         .8650          .8025         .7575          .75

</TABLE>
                              -16-

<PAGE>

ITEM 6 - SELECTED FINANCIAL DATA, (CONT'D.)

*Funds  from Operations (FFO) is defined as net income  excluding
gains  (or  losses)  from  sales  of  depreciable  assets,   plus
depreciation.  FFO should be considered as a supplemental measure
of  operating  performance used by real estate  investment  trust
(REITs).  FFO excludes historical cost depreciation as an expense
and  may  facilitate the comparison of REITs which have different
cost   bases.   The  items  excluded  from  FFO  are  significant
components in understanding and assessing the Company's financial
performance.   FFO  (1)  does  not  represent  cash   flow   from
operations   as   defined   by  generally   accepted   accounting
principles; (2) should not be considered as an alternative to net
income  as  a measure of operating performance or to  cash  flows
from  operating, investing and financing activities; and  (3)  is
not  an alternative to cash flow as a measure of liquidity.  FFO,
as  calculated by the Company, may not be comparable to similarly
entitled measures reported by other REITs.

The Company's FFO is calculated as follows:

                  2003         2002          2001         2000          1999
                  _____        _____        _____         _____         _____

Net Income      $8,127,058   $6,512,212   $5,550,488   $5,189,371   $4,556,136
(Gain) Loss
  on Sales of
  Assets           (55,888)      (3,546)      28,264       37,318        1,946
Depreciation
  Expense        2,909,069    2,810,440    2,684,556    2,618,839    2,452,533
                __________   __________   _________    __________   __________

FFO (1)        $10,980,239   $9,319,106   $8,263,308   $7,845,528   $7,010,633

                ==========   ==========   ==========   ==========   ==========

(1) Includes gain on sale of land of $661,000 in 2002.

ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Overview

       The  following discussion and analysis of the consolidated
financial condition and results of operations should be  read  in
conjunction with the Consolidated Financial Statements and  notes
thereto elsewhere herein.

       The Company is a real estate investment trust (REIT).  The
Company's  primary  business is the ownership  and  operation  of
manufactured home communities - leasing manufactured home  spaces
on  a  month-to-month basis to private manufactured home  owners.
The  Company  also  leases homes to residents and,  through,  its
taxable REIT subsidiary, sells homes to residents and prospective
residents  of  our  communities.   The  Company  owns  twenty-six
communities containing 6,129 sites.  The communities are  located
in New Jersey, New York, Ohio, Pennsylvania and Tennessee.

       The  Company's revenue primarily consists  of  rental  and
related  income  from  the  operation of  the  manufactured  home
communities.  Revenues also include sales of manufactured  homes,
interest  and  dividend income and gain on  sales  of  securities
available for sale.

      See PART I, Item 1. Business for a more complete discussion
of  the  economic  and  industry-wide  factors  relevant  to  the
Company,  the Company's lines of business and principal  products
and  services,  and the opportunities, challenges  and  risks  on
which the Company is focused.

                              -17-


<PAGE>

ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS, (CONT'D.)

Significant Critical Accounting Policies and Estimates

      The  discussion  and  analysis of the  Company's  financial
condition  and results of operations are based upon the Company's
consolidated  financial statements, which have been  prepared  in
accordance with accounting principles generally accepted  in  the
United  States  of  America. The preparation of  these  financial
statements  requires management to make estimates  and  judgments
that  affect  the  reported amounts of  assets  and  liabilities,
revenues  and  expenses,  and related  disclosure  of  contingent
assets  and  liabilities at the date of the  Company's  financial
statements. Actual results may differ from these estimates  under
different assumptions or conditions.

      Significant accounting policies are defined as  those  that
involve  significant  judgment and potentially  could  result  in
materially  different  results under  different  assumptions  and
conditions.   Management  believes  the   following   significant
accounting   policies  are  affected  by  our  more   significant
judgments  and estimates used in the preparation of the Company's
financial  statements. For a detailed description  of  these  and
other  accounting  policies, see Note  2  in  the  notes  to  the
Company's consolidated financial statements included in this Form
10-K.    Management  has  discussed  each  of  these  significant
accounting  policies with the Audit Committee  of  the  Board  of
Directors.

     Real Estate Investments

      The  Company  applies Financial Accounting Standards  Board
Statement  No.144, "Accounting for the Impairment or Disposal  of
Long-Lived Assets", (Statement 144) to measure impairment in real
estate  investments. Rental properties are individually evaluated
for  impairment when conditions exist which may indicate that  it
is  probable  that the sum of expected future cash flows  (on  an
undiscounted  basis without interest) from a rental  property  is
less  than  its historical net cost basis. These expected  future
cash  flows  consider  factors such as future  operating  income,
trends  and  prospects as well as the effects of leasing  demand,
competition  and  other  factors.  Upon  determination   that   a
permanent impairment has occurred, rental properties are  reduced
to  their  fair  value.  For properties to  be  disposed  of,  an
impairment  loss  is  recognized  when  the  fair  value  of  the
property,  less  the estimated cost to sell,  is  less  than  the
carrying amount of the property measured at the time there  is  a
commitment  to  sell  the property and/or it  is  actively  being
marketed  for sale. A property to be disposed of is  reported  at
the  lower  of its carrying amount or its estimated  fair  value,
less its cost to sell. Subsequent to the date that a property  is
held for disposition, depreciation expense is not recorded.

     Securities Available for Sale

      Investments in non-real estate assets consist primarily  of
marketable  equity securities.  Management reviews our marketable
securities for impairment on an annual basis, or when  events  or
circumstances occur. If a decline in fair value is determined  to
be  other  than temporary, an impairment charge is recognized  in
earnings  and the cost basis of the individual security shall  be
written  down to fair value as the  new cost basis.  Management's
evaluation   includes  consideration  of  events  that   may   be
attributable  to  the  unrealized loss,  including,  among  other
things, the credit-worthiness of the issuer, length of time  that
a  security  had a continuous unrealized loss, and the  financial
position of the issuing company.

                              -18-

<PAGE>

ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS, (CONT'D.)

Other
      Estimates  are used when accounting for the  allowance  for
doubtful accounts, potentially excess and obsolete inventory  and
contingent  liabilities,  among  others.   These  estimates   are
susceptible to change and actual results could differ from  these
estimates.   The  effects  of  changes  in  these  estimates  are
recognized in the period they are determined.

Revenue and Expense

2003 vs. 2002

     Rental and related income increased from $20,140,691 for the
year  ended  December 31, 2002 to $20,954,274 for the year  ended
December  31,  2003  primarily due to the acquisition  of  a  new
community  in  2003  and rental increases to  residents.   During
2003, the Company was able to obtain an average rent increase  of
approximately 4%.

      Occupancy  as well as the ability to increase rental  rates
directly  affect revenues.  The Company has experienced a  slight
decrease in occupancy of approximately 1% from 87% in 2002.   The
Company  has  faced many challenges in filling vacant  homesites.
Relatively  low interest rates have made site-built housing  more
accessible.    Attractive  apartment  rental  deals   have   also
contributed  to the increased vacancies.  Some of  the  Company's
vacancies are the result of expansions in progress.  The  Company
is  also evaluating further expansion at selected communities  in
order to increase the number of available sites.

      Sales  of manufactured homes increased from $5,538,202  for
the year ended December 31, 2002 to $6,758,168 for the year ended
December 31, 2003.  Cost of sales of manufactured homes increased
from  $4,657,988  for  the  year  ended  December  31,  2002   to
$5,360,554  for  the  year  ended  December  31,  2003.   Selling
expenses  increased from $1,040,005 for the year  ended  December
31,  2002  to  $1,255,773 for the year ended December  31,  2003.
These  fluctuations are directly attributable to the fluctuations
in  sales.  Income from the sales operations (defined as sales of
manufactured homes less cost of sales of manufactured homes  less
selling expenses) increased from a loss of $159,791 for the  year
ended  December  31, 2002 to a profit of $141,841  for  the  year
ended December 31, 2003.     The Company has been experiencing an
increase in sales volume as well as an increase in gross  margin.
The  Company believes that sales of new homes produces new rental
revenue and is an investment in the upgrading of the communities.

      Interest  and dividend income increased from $2,867,142  in
2002 to $3,260,261 in 2003.   This was primarily as a result of a
higher  average balance of securities available for  sale  during
2003.

     Gains  on  sales of securities available for sale  increased
from  $794,950 in 2002 to $2,698,724 in 2003.  This increase  was
primarily  the result of the Company's decision to take advantage
of  the  rise in price of the securities portfolio.  The  Company
has  also experienced an increase in redemptions on the preferred
stock holdings by the issuers.  These securities were redeemed at
par.

                              -19-

<PAGE>


ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS, (CONT'D.)

      Community operating expenses increased from $9,457,214  for
the  year  ended December 31, 2002 to $10,305,372  for  the  year
ended  December 31, 2003 primarily as a result of the acquisition
of  a  new  community  in 2003 and increased real  estate  taxes,
professional   fees   and  personnel  costs,   including   health
insurance.

       General   and   administrative  expenses  increased   from
$2,184,045 in 2002 to $2,589,275 in 2003 primarily as a result of
an  increase in professional fees relating to growth of corporate
offices, staff and reorganization in Maryland.

      Interest  expense  decreased from  $3,314,335  in  2002  to
$3,190,490 in 2003.  This was primarily as a result of a decrease
in  loans  payable.  The Company has also extended the Waterfalls
Village  mortgage and the D&R Village mortgage and reduced  those
rates  from  over  7% to 4.625%.  The balance of these  mortgages
amounted  to  $2,632,734 and $3,044,969  at  December  31,  2003,
respectively.  Interest capitalized on construction  in  progress
amounted   to   $145,800  and  $162,600  for   2003   and   2002,
respectively.

      Depreciation  expense and amortization of  financing  costs
remained relatively stable.

     Gain on sales of investment property and equipment decreased
from  $664,546 in 2002 to $55,888 in 2003 primarily  due  to  the
sale of vacant land at a gain of $661,000 in 2002.

      For  the year ended December 31, 2003, the Company reported
net  income of $8,127,058 as compared to net income of $6,512,212
for  the  year ended December 31, 2002.  The Company is currently
experiencing modest inflation.  Modest inflation is  believed  to
have  a  favorable impact on the Company's financial performance.
With  modest inflation, the Company believes that it can increase
rents  sufficiently  to  match increases in  operating  expenses.
High  rates  of  inflation (more than 10%)  could  result  in  an
inability  to  raise rents to meet rising costs and could  create
political problems such as the imposition of rent controls.

2002 vs. 2001

     Rental and related income increased from $19,291,611 for the
year  ended  December 31, 2001 to $20,140,691 for the year  ended
December  31,  2002  primarily due to the acquisition  of  a  new
community  in  2001  and rental increases to  residents.   During
2002, the Company was able to obtain an average rent increase  of
approximately 3%.

       Overall  occupancy  rates  are  satisfactory  with   eight
manufactured  home  communities experiencing vacancies  over  ten
percent.   Some of these vacancies are the result of  expansions.
The  Company  is  also evaluating further expansion  at  selected
communities  in order to increase the number of available  sites.
Some of these communities are in various stages of expansion.

     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.  Sales of manufactured homes, other income, cost  of
sales  of  manufactured homes and selling expenses  are  directly
related to this operation.

                              -20-

<PAGE>

ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS, (CONT'D.)

     Interest  and  dividend income increased from $2,188,430  in
2001  to  $2,867,142  in  2002  due to  purchases  of  securities
available for sale during 2001 and 2002.

      Gains  on  sales of securities available for sale increased
from $530,324 in 2001 to $794,950 in 2002.

      Community operating expenses increased from $9,004,164  for
the year ended December 31, 2001 to $9,457,214 for the year ended
December 31, 2002 primarily as a result of the acquisition  of  a
new  community in the later part of 2001 and increased  insurance
expense and personnel costs.

       General   and   administrative  expenses  increased   from
$2,015,685 in 2001 to $2,184,045 in 2002 primarily as a result of
an increase in personnel costs.

     Interest  expense  increased  from  $2,825,894  in  2001  to
$3,314,335 in 2002.  This was primarily as a result of  a  higher
average  principal balance outstanding.  Interest capitalized  on
construction  in progress amounted to $162,600 and  $146,000  for
2002 and 2001, respectively.

      Depreciation expense increased from $2,684,556 for the year
ended December 31, 2001 to $2,810,440 for the year ended December
31,  2002  primarily  as a result of the  acquisition  of  a  new
community in the later part of 2001 and the completion of certain
projects.

      Amortization of financing costs increased from  $87,748  in
2001 to $112,200 in 2002 due to recent refinancing.

     Gain  (loss)  on sales of investment property and  equipment
increased from a loss of $28,264 in 2001 to a gain of $664,546 in
2002  primarily  due to the sale of vacant  land  at  a  gain  of
$661,000.

      For  the year ended December 31, 2002, the Company reported
net income of $6,512,212
as  compared  to  net  income of $5,550,488 for  the  year  ended
December 31, 2001.

Off-Balance Sheet Arrangements and Contractual Obligations


      The  following  is  a summary of the Company's  contractual
obligations as of December 31, 2003:


     Contractual                 Less than                         More than
     Obligations      Total       1 year    1-3 years   3-5 years  5 years

 Mortgages Payable  $44,222,675 $3,495,890 $11,060,769 $15,366,900 $14,299,116

 Operating Lease
   Obligations          192,000    144,000      48,000

 Retirement
   Benefits             897,050                                        897,050

 Purchase of
   Communities        3,512,000  3,512,000
                      _________  _________   _________   _________    _________

 Total              $48,823,725 $7,151,890 $11,108,769 $15,366,900  $15,196,166
                     ==========  =========  ==========  ==========   ==========



                              -21-

<PAGE>

ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS, (CONT'D.)

     Mortgages   payable   represents   the   principal   amounts
outstanding by scheduled maturity.  The interest rates  on  these
mortgages  are  fixed rates ranging from 4.625%  to  7.5%  and  a
variable rate of prime plus 1/2%.    The  above  table  does  not
include the Company's   obligation under short-term borrowings as
described  in Note 5 of  the Notes  to   Consolidated  Financial
Statements.

     Operating  lease  obligations  represent  a  lease,  with  a
related party, for the Company's corporate offices.  The lease is
for a five-year term with monthly lease payments of $12,000.  The
Company  is also responsible for its proportionate share of  real
estate taxes and common area maintenance.

     Retirement benefits represent post-retirement benefits  that
are  not funded and therefore will be paid from the assets of the
Company.

     Purchase  of  communities represent the  purchase  price  of
Bishop's  Mobile  Home Court and Whispering  Pines  Community  in
Somerset Township, Pennsylvania.  This purchase was completed  on
March 1, 2004 (See Note 16 of the Notes to Consolidated Financial
Statements).

Liquidity and Capital Resources

      The  Company uses funds for real estate acquisitions,  real
property   improvements,  amortization  of   debt   incurred   in
connection  with such acquisitions and improvements, purchase  of
inventory of manufactured homes and investment in debt and equity
securities  of other REITs.  The Company generates funds  through
cash  flow from properties, sales of manufactured homes  and  its
securities  portfolio, mortgages on properties and  increases  in
shareholder investments. The Company has liquidity available from
a  combination  of  short  and long-term  sources.   The  Company
currently  has mortgages payable totaling $44,222,675 secured  by
fourteen   communities  and  loans  payable  totaling  $7,840,962
primarily  secured  by  investment securities  and  inventory  of
manufactured homes. The Company has a $2,000,000 line  of  credit
with Fleet Bank, none of which was utilized at December 31, 2003.
The  Company believes that its 26 communities have market  values
in  excess  of  historical cost.  Management believes  that  this
provides significant additional borrowing capacity.

      Net  cash  provided by operating activities increased  from
$4,277,851  in  2001  to  $6,747,943 in  2002  and  decreased  to
$4,420,150  in  2003.  Cash flow was primarily used  for  capital
improvements,  payment  of  dividends,  purchases  of  securities
available for sale, purchase of inventory of manufactured  homes,
loans to customers for the sales of manufactured homes, purchases
of  manufactured  home  communities  and  expansion  of  existing
communities.  The Company meets maturing mortgage obligations  by
using  a  combination of cash flow and refinancing.  The dividend
payments were primarily made from cash flow from operations.

     In  addition  to  normal  operating  expenses,  the  Company
requires  cash  for  additional investments in manufactured  home
communities, capital improvements, purchase of manufactured homes
for   rent,   scheduled   mortgage  amortization   and   dividend
distributions.

     The  Company  also invests in debt and equity securities  of
other  REITs  for liquidity and additional income.   The  Company
from  time  to time may purchase these securities on margin  when
there  is an adequate yield spread.   The margin loan at December
31, 2003 totaled

                              -22-

<PAGE>

ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS, (CONT'D.)

approximately $6,700,000.  During 2003, the Company's  securities
portfolio decreased by approximately $1,700,000 primarily due  to
sales of approximately $11,500,000, partially offset by purchases
of  approximately $8,500,000 and a change in the unrealized  gain
of approximately $1,300,000.  During 2003, the Company recognized
a  portion  of  the substantial unrealized gains in the  security
portfolio.   The securities portfolio at December  31,  2003  has
experienced an increase in value from cost of approximately  21%,
however, there are no assurances such increases will continue.

      The  Company  estimates  that  in  2004  it  will  purchase
approximately 25 manufactured homes to be used as rentals  for  a
total   cost   of  $500,000.   Management  believes  that   these
manufactured  homes  will each generate  approximately  $300  per
month  in  rental  income in addition to lot rent.   Once  rental
homes reach 10 years old, the Company generally sells them.

     Capital   improvements  include  amounts  needed   to   meet
environmental and regulatory requirements in connection with  the
manufactured  home  communities  that  provide  water  or   sewer
service.    Excluding  expansions,  the  Company   is   budgeting
approximately $1,000,000 in capital improvements for 2004.

      The  Company's only significant commitments and contractual
obligations  relate to retirement benefits and the lease  on  its
corporate  offices  as described in Note 9  to  the  Consolidated
Financial Statements.

      The  Company has a Dividend Reinvestment and Stock Purchase
Plan (Plan), which provides for the reinvestment of dividends and
for  monthly  optional cash payments of not less  than  $500  per
payment nor more than $1,000 unless a request for waiver has been
accepted   by  the  Company.   During  2003,  amounts   received,
including   dividends  reinvested  of  $1,744,096,  amounted   to
$5,729,083.  During 2003, the Company paid $7,118,101,  including
dividends  reinvested.  The success of the  Plan  resulted  in  a
substantial  improvement in the Company's liquidity  and  capital
resources in 2003.

     The Company has undeveloped land which it could develop over
the  next  several  years.  The Company  is  also  exploring  the
utilization  of  vacant  land  for  town  houses.   The   Company
continues to analyze the highest and best use of its vacant land,
and uses it accordingly.

     The Company believes that funds generated from operations,
together with the financing and refinancing of its properties,
will be adequate to meet its needs over the next several years.

Recent Accounting Pronouncements

      FASB    Interpretation No. 46, Consolidation   of  Variable
Interest Entities "FIN 46"   was issued in  January 2003 and  was
reissued   as FASB Interpretation No. 46  (revised December 2003)
(FIN 46R).  For public entities, FIN  46 or FIN 46R is applicable
to  all special-purpose entities (SPEs) in which the entity holds
a    variable  interest  no  later than  the  end  of  the  first
reporting     period   ending   after  December  15,  2003,   and
immediately  to all entities created after January 31, 2003.  The
effective  dates  of  FIN  46R vary  depending  on  the  type  of
reporting  enterprise and the type of entity that the  enterprise
is involved with.  FIN 46 and FIN 46R may


                              -23-

<PAGE>


ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS, (CONT'D.)

be  applied prospectively with a cumulative-effect adjustment  as
of  the  date  on  which  it  is first applied  or  by  restating
previously issued financial statements for one or more years with
a  cumulative-effect adjustment as of the beginning of the  first
year  restated.   FIN  46 and FIN 46R provides  guidance  on  the
identification  of entities controlled through means  other  than
voting  rights.   FIN  46 and FIN 46R specifies  how  a  business
enterprise should evaluate its involvement in a variable interest
entity  to  determine  whether to  consolidate  that  entity.   A
variable  interest  entity must be consolidated  by  its  primary
beneficiary if the entity does not effectively disperse risks  or
rewards   among  the  parties  involved.  Conversely,   effective
dispersion  of risks among the parties involved requires  that  a
company  that  previously consolidated a special purpose  entity,
upon adoption of FIN 46 or FIN 46R, to deconsolidate such entity.
Management  believes that this interpretation  will  not  have  a
material   impact   on   the  Company's  consolidated   financial
statements.

      In   April   2003,  the  FASB issued Statement   No.   149,
Amendment of Statement 133 on Derivative Instruments and  Hedging
Activities (SFAS No. 149). SFAS No.  149  amends and    clarifies
accounting   for   derivative    instruments,  including  certain
derivative  instruments embedded  in  other contracts,   and  for
hedging  activities  under Statement  133.  SFAS   No.   149   is
effective for contracts entered  into  or modified after June 30,
2003,  with  some  exceptions, and   for  hedging   relationships
designated  after  June  30,  2003.   The  guidance    should  be
applied prospectively.    Management believes that this Statement
will  not  have  a material impact on the Company's  consolidated
financial statements.

        In    May  2003,  the  FASB  issued  Statement  No.  150,
"Accounting    for   Certain    Financial    Instruments     with
Characteristics  of   both Liabilities   and  Equity"  (SFAS  No.
150).   SFAS   No.   150 establishes  standards for how an issuer
classifies  and   measures certain  financial  instruments   with
characteristics  of   both liabilities  and  equity. It  requires
that  an issuer  classify  a financial instrument that is  within
its  scope  as a liability  (or an  asset in some circumstances).
Many  of  those instruments were previously classified as equity.
SFAS  No.  150 is effective  for financial  instruments   entered
into or modified  after  May  31, 2003,  and
otherwise  is  effective at the beginning of the   first  interim
period   beginning   after June   15,   2003.   It   is   to   be
implemented by reporting the cumulative effect of a change in  an
accounting principle for financial instruments created before the
issuance  date  of  the  Statement  and  still  existing  at  the
beginning of the interim period of adoption. Restatement  is  not
permitted.
  On  October  29,  2003,  the FASB voted to  indefinitely  defer
certain  provisions    of    this statement  relating  to    non-
controlling   (minority)  interests  in   finite-like   entities.
Management believes that this Statement will not have a  material
impact on the Company's consolidated financial statements.

Safe Harbor Statement

     This Form 10-K contains various "forward-looking statements"
within  the  meaning  of  the Securities  Act  of  1933  and  the
Securities  Exchange  Act of 1934, and the Company  intends  that
such  forward-looking statements be subject to the  safe  harbors
created  thereby.  The words "may", "will", "expect",  "believe",
"anticipate", "should", "estimate", and similar expressions

                              -24-

<PAGE>

ITEM 7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS, (CONT'D.)

identify   forward-looking  statements.   These   forward-looking
statements  reflect the Company's current views with  respect  to
future events and finance performance, but are based upon current
assumptions  regarding the Company's operations,  future  results
and  prospects, and are subject to many uncertainties and factors
relating  to  the  Company's operations and business  environment
which  may  cause  the  actual  results  of  the  Company  to  be
materially different from any future results expressed or implied
by such forward-looking statements.

     Such factors include, but are not limited to, the following:
(i)   changes  in  the general economic climate; (ii)   increased
competition in the geographic areas in which the Company owns and
operates  manufactured  housing communities;  (iii)   changes  in
government  laws  and regulations affecting manufactured  housing
communities; and (iv)  the ability of the Company to continue  to
identify,  negotiate and acquire manufactured housing communities
and/or  vacant  land  which  may be developed  into  manufactured
housing  communities  on terms favorable  to  the  Company.   The
Company undertakes no obligation to publicly update or revise any
forward-looking   statements  whether  as   a   result   of   new
information, future events, or otherwise.

ITEM 7A -QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to interest rate changes primarily as
a  result  of  its  line  of credit and long-term  debt  used  to
maintain liquidity and fund capital expenditures and expansion of
the  Company's  real estate investment portfolio and  operations.
The  Company's  interest rate risk management objectives  are  to
limit  the impact of interest rate changes on earnings  and  cash
flows  and to lower its overall borrowing costs.  To achieve  its
objectives, the Company borrows primarily at fixed rates.

     The  following table sets forth information as  of  December
31,  2003,  concerning the Company's debt obligations,  including
principal  cash  flow  by  scheduled maturity,  weighted  average
interest rates and estimated fair value.


                                            Variable
 Long-                Fixed Rate  Average     Rate
  term                 Carrying  Interest   Carrying      Total
  Debt                  Value      Rate      Value     Long-Term Debt
                      _________   ______   _________     ___________

             2004    $ 3,495,890   7.00%               $ 3,495,890
             2005      9,411,641   7.50%                 9,411,641
             2006      1,649,128   6.38%                 1,649,128
             2007      3,859,421   6.39%                 3,859,421
             2008     11,507,479   4.90%                11,507,479
          Thereafter  10,859,177   6.85%   $3,439,939   14,299,116
                      __________            _________   __________
            Total    $40,782,736           $3,439,939  $44,222,675
                      ==========            =========   ==========
          Fair Value $41,157,177           $3,439,939  $44,597,116
                      ==========            =========   ==========


      The  Company has assessed the market risk for its  variable
rate  long-term debt and believes that a 1% increase in the prime
rate  would result in an approximate $35,000 increase in interest
expense  based  on  $3,500,000 of variable  rate  long-term  debt
outstanding at December 31, 2003.

                              -25-


<PAGE>

ITEM 7A -QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        (CONT'D.)

     The  Company also has approximately $7.8 million in variable
rate  debt due on demand.  This debt primarily consists  of  $6.7
million margin loans secured by marketable securities, and a $1.1
million  inventory financing loan.  The interest rates  on  these
loans  range from 2.75% to 8% at December 31, 2003.  The carrying
value of the Company's variable rate debt approximates fair value
at December 31, 2003.

      The Company also invests in both debt and equity securities
of other REITs and is primarily exposed to equity price risk from
adverse  changes in market rates and conditions.  All  securities
are  classified  as available for sale and are  carried  at  fair
value.   The  Company  has  no  significant  interest  rate  risk
relating to debt securities as they are short-term in nature.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The  financial statements and supplementary data listed  in
Part IV, Item 15(a)(1) are incorporated herein by reference.

      The following is the Unaudited Selected Quarterly Financial
Data:

          SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
                       THREE MONTHS ENDED
2003             March 31     June 30 September 30    December 31
____             ________    ________   ___________   ___________

Total
  Revenues     $7,751,172  $8,289,471    $8,834,105    $8,915,755
Total
  Expenses      5,954,998   6,353,329     6,533,466     6,877,540
Net Income      1,802,476   1,967,394     2,313,737     2,043,451
Net Income
  per Share -
  Basic               .24         .25           .29           .25
  Diluted             .23         .25           .29           .25


2002             March 31     June 30 September 30   December 31
_____            ________    ________   ___________   ___________

Total
  Revenues     $7,069,357  $7,490,084    $7,883,991    $6,980,461
Total
  Expenses      5,220,940   5,965,387     6,382,832     6,007,068
Net Income      1,851,744   1,520,345     1,493,901     1,646,222
Net Income
per Share-
  Basic               .25         .20           .19           .22
  Diluted             .24         .20           .19           .22




ITEM 9 -   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                              -26-


<PAGE>

ITEM 9A - CONTROLS AND PROCEDURES

       The  Company's Chief Executive Officer and Chief Financial
Officer,  with  the assistance of other members of the  Company's
management,  have  evaluated the effectiveness of  the  Company's
disclosure  controls and procedures as of the end of  the  period
covered  by  this  Annual Report on Form  10-K.   Based  on  such
evaluation,  the  Company's  Chief Executive  Officer  and  Chief
Financial  Officer  have concluded that the Company's  disclosure
controls and procedures are effective.

       The  Company's Chief Executive Officer and Chief Financial
Officer  have also concluded that there have not been any changes
in  the Company's internal control over financial reporting  that
has  materially affected, or is reasonably likely  to  materially
affect, the Company's internal control over financial reporting.



                              -27-

<PAGE>

                            PART III


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following are the Directors and Executive Officers of
the Company as of December 31, 2003.

                      Present Position with the Company;
                      Business Experience During Past Five  Director
      Name       Age  Years; Other Directorships              Since
      ____       ___  _______________________________       _______

Ernest V.         85  Secretary/Treasurer     (1984     to     1969
  Bencivenga          present)  and  Director.   Financial
                      Consultant   (1976   to    present);
                      Treasurer  and  Director  (1961   to
                      present)  and  Secretary  (1967   to
                      present)    of   Monmouth    Capital
                      Corporation,  an  affiliate  of  the
                      Company;   Treasurer  and   Director
                      (1968  to  present)  Monmouth   Real
                      Estate  Investment  Corporation,  an
                      affiliate of the Company.

Anna T. Chew      45  Vice  President and Chief  Financial     1995
                      Officer   (1995  to   present)   and
                      Director.  Vice President  (2001  to
                      present)   and  Director  (1994   to
                      present)    of   Monmouth    Capital
                      Corporation,  an  affiliate  of  the
                      Company;      Certified       Public
                      Accountant;  Controller   (1991   to
                      present)   and  Director  (1993   to
                      present)  of  Monmouth  Real  Estate
                      Investment Corporation, an affiliate
                      of the Company.

Charles P.       66   Director. Director (1970 to present)     1969
  Kaempffer           of  Monmouth Capital Corporation, an
                      affiliate  of the Company;  Director
                      (1974  to present) of Monmouth  Real
                      Estate  Investment  Corporation,  an
                      affiliate   of  the  Company;   Vice
                      Chairman   and  Director  (1996   to
                      present)  of Community Bank  of  New
                      Jersey.

Eugene W. Landy  70   Chairman  of  the  Board  (1995   to     1969
                      present), President (1969  to  1995)
                      and   Director.   Attorney  at  Law;
                      Chairman  of  the  Board  (2001   to
                      present),  President  and   Director
                      (1961   to   present)  of   Monmouth
                      Capital Corporation, an affiliate of
                      the  Company; President and Director
                      (1968  to present) of Monmouth  Real
                      Estate  Investment  Corporation,  an
                      affiliate of the Company.  Eugene W.
                      Landy  is  the father of  Samuel  A.
                      Landy.

Samuel A. Landy  43   President  (1995 to  present),  Vice     1992
                      President  (1991-1995) and Director.
                      Attorney  at Law; Director (1994  to
                      present)    of   Monmouth    Capital
                      Corporation,  an  affiliate  of  the
                      Company;  Director (1989 to present)
                      of  Monmouth Real Estate  Investment
                      Corporation,  an  affiliate  of  the
                      Company.  Samuel A. Landy is the son
                      of Eugene W. Landy.




                              -28-

<PAGE>


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,
          (CONT'D.)

                      Present Position with the Company;
                      Business Experience During Past     Director
      Name       Age  Five Years; Other Directorships       Since
      ____       ___  _______________________________     _______


James E.         63   Director. Attorney at Law;  General     2001
  Mitchell            Partner,  Mitchell  Partners,  L.P.
                      (1979   to   present);   President,
                      Mitchell  Capital Management,  Inc.
                      (1987 to present).

Richard H. Molke 77   Director.  Vice President (1984  to     1986
                      1998)  of Remsco, Associates, Inc.,
                      a construction firm.

Eugene           70   Director.  Director (2001 to            1977
  Rothenberg          present) of Monmouth Capital
                      Corporation, an affiliate of the
                      Company.  Retired physician.

Robert G.        77   Director.   Director    (1963    to     1969
  Sampson             present)   of   Monmouth    Capital
                      Corporation,  an affiliate  of  the
                      Company;  Director (1968  to  2001)
                      of  Monmouth Real Estate Investment
                      Corporation,  an affiliate  of  the
                      Company;  General Partner (1983  to
                      present)   of  Sampco,   Ltd.,   an
                      investment group.



Audit Committee

      The  Company's  Board of Directors has determined  that  at
least one member of the Audit Committee is a financial expert.

Delinquent Filers

     There have been no delinquent filers pursuant to Item 405 of
regulation S-K, to the best of management's knowledge.

Code of Ethics

      The  Company has adopted the Code of Business  Conduct  and
Ethics (the Code of Ethics).  The Code of Ethics can be found  at
the Company's website at www.umh.com, as well as attached to this
filing at Exhibit 14.


                              -29-

<PAGE>


ITEM 11 - EXECUTIVE COMPENSATION

Summary Compensation Table.

      The following Summary Compensation Table shows compensation
paid  by the Company for services rendered during 2003, 2002  and
2001  to the Chairman of the Board, President and Vice President.
There  were  no  other  executive officers whose  aggregate  cash
compensation exceeded $100,000:


Name and                                        Annual Compensation
Principal Position  Year       Salary     Bonus      All Other   Options

Eugene W. Landy     2003       $150,000   $     -    $35,776 (1)     -0-
Chairman of the     2002        150,000         -     17,276 (1)     -0-
Board               2001        150,000         -     15,076 (1)     -0-

Samuel A. Landy     2003       $299,250   $54,862    $23,085 (2)  25,000
President           2002        285,000    14,961     21,585 (2)  25,000
                    2001        224,615    25,704     21,028 (2)  25,000

Anna T. Chew        2003       $177,200   $16,194    $19,631 (3)  10,000
Vice President      2002        160,488    16,194     19,000 (3)  10,000
                    2001        145,898    15,631     17,646 (3)  10,000

(1)  Represents    Directors'  fees,  legal  fees   and    fringe
     benefits.

(2)  Represents    Directors'   fees,   fringe    benefits    and
     discretionary contributions by the Company to the  Company's
     401(k)  Plan allocated to an account of the named  executive
     officer.

(3)  Represents  Directors' fees and discretionary  contributions
     by  the Company to the Company's 401(k) Plan allocated to an
     account of the named executive officer.


Stock Option Plan.


     On  August 14, 2003, the shareholders approved and  ratified
the  Company's 2003 Stock Option Plan (the 2003 Plan) authorizing
the grant to officers and key employees of options to purchase up
to 1,500,000 shares of common stock.  All options are exercisable
one  year from the date of grant.  The option price shall not  be
below the fair market value at date of grant.  If options granted
under  the  2003 Plan expire or terminate for any reason  without
having  been  exercised in full, the Shares subject to,  but  not
delivered   under,  such  options  shall  become  available   for
additional option grants under the 2003 Plan.  This Plan replaced
the  Company's  1994  Stock Option Plan which,  pursuant  to  its
terms, terminated December 31, 2003.

                              -30-



<PAGE>

ITEM 11 - EXECUTIVE COMPENSATION, (CONT'D.)

      The  following table sets forth, for the executive officers
named  in  the Summary Compensation Table, information  regarding
individual  grants of stock options made during  the  year  ended
December 31, 2003:

                                                             Potential Realized
                                                               Value at Assumed
                                                                   Annual
                                       Price                 Rates for Option
              Options     Granted to   Per       Expiration        Terms
Name          Granted     Employees    Share        Date         5%     10%
______        ______       ______      ______     ______       ______    ______

Samuel
  A.Landy      25,000         39%       $16.92    08/18/11    $145,082  $401,210
Anna T. Chew   10,000         16%       $15.00    08/25/11    $ 71,618  $171,538



      The  following table sets forth for the executive  officers
named  in  the Summary Compensation Table, information  regarding
stock options outstanding at December 31, 2003:

                                                                  Value of
                                Number of Unexercised       Unexercised Options
           Shares     Value      Options at Year-End            At Year-End
Name     Exercised Realized Exercisable/Unexercisable Exercisable/Unexercisable

Eugene W.
  Landy      25,000     $ 85,500   50,000/         -0-     $438,000/   $   -0-
Samuel A.
  Landy      25,000     $137,945  100,000/     25,000      $686,624/   $ 2,250
Anna T.
  Chew       20,000     $130,275    30,000/    10,000      $193,300/   $20,100


Compensation of Directors.

     The Directors receive a fee of $1,500 for each Board meeting
attended, and an additional fixed annual fee of $10,000,  payable
$2,500  quarterly.    Directors  appointed  to  house  committees
receive   $150   for  each  meeting  attended.   Those   specific
committees are Compensation Committee, Audit Committee and  Stock
Option Committee.

Employment Contracts.

     On  December  14,  1993, the Company  and  Eugene  W.  Landy
entered  into  an  Employment Agreement  under  which  Mr.  Landy
receives  an  annual base compensation of $150,000  (as  amended)
plus  bonuses  and  customary fringe benefits,  including  health
insurance,  participation  in the Company's  401(k)  Plan,  stock
options,   five  weeks'  vacation  and  use  of  an   automobile.
Additionally,  there  may  be  bonuses  voted  by  the  Board  of
Directors.   The  Employment Agreement is  terminable  by  either
party  at  any  time subject to certain notice requirements.   On
severance  of  employment by the Company, Mr. Landy will  receive
severance of $450,000, payable $150,000 on severance and $150,000
on the first and second anniversaries of severance.  In the event
of  disability,  Mr.  Landy's compensation will  continue  for  a
period of three years, payable monthly.  On retirement, Mr. Landy
will  receive a pension of $50,000 a year for ten years,  payable
in  monthly  installments.  In the event of  death,  Mr.  Landy's
designated  beneficiary  will receive $450,000,  $100,000  thirty
days  after  death  and the balance one year  after  death.   The
Employment   Agreement  automatically  renews   each   year   for
successive one-year periods.

                              -31-

<PAGE>

ITEM 11 - EXECUTIVE COMPENSATION, (CONT'D.)

      Effective January 1, 2002, the Company and Samuel A.  Landy
entered  into a three-year Employment Agreement under  which  Mr.
Samuel Landy receives an annual base salary of $285,000 for 2002,
$299,250  for  2003  and  $314,212  for  2004  plus  bonuses  and
customary fringe benefits.  Bonuses are at the discretion of  the
Board  of  Directors  and are based on certain  guidelines.   Mr.
Samuel  Landy will also receive four weeks vacation,  use  of  an
automobile, and stock options for 25,000 shares in each  year  of
the  contract.   On severance by the Company or  disability,  Mr.
Samuel Landy is entitled to one year's salary.

      Effective  January 1, 2003, the Company and  Anna  T.  Chew
entered  into a three-year Employment Agreement.  Ms.  Chew  will
receive  an annual base salary of $177,200 for 2003, plus bonuses
and customary fringe benefits.  Each year Ms. Chew will receive a
10%  increase  in her base salary.  On severance by the  Company,
Ms.  Chew is entitled to an additional one year's salary.  In the
event  of  disability, her salary shall continue for a period  of
two years.

Report of Board of Directors on Executive Compensation

Overview and Philosophy

      The Company has a Compensation Committee consisting of  two
independent outside Directors.  This Committee is responsible for
making  recommendations  to  the Board  of  Directors  concerning
executive  compensation.  The Compensation Committee  takes  into
consideration three major factors in setting compensation.

      The  first consideration is the overall performance of  the
Company.  The Board believes that the financial interests of  the
executive  officers  should be aligned with the  success  of  the
Company   and   the  financial  interests  of  its  shareholders.
Increases  in  funds  from operations,  the  enhancement  of  the
Company's  equity  portfolio, and the  success  of  the  Dividend
Reinvestment and Stock Purchase Plan all contribute to  increases
in stock prices thereby maximizing shareholders' return.

     The second consideration is the individual achievements made
by  each  officer.  The Company is a small real estate investment
trust   (REIT).   The  Board  of  Directors  is  aware   of   the
contributions  made by each officer and makes  an  evaluation  of
individual  performance based on their own familiarity  with  the
officer.

      The  final  criteria in setting compensation is  comparable
wages  in  the  industry.   In  this regard,  the  REIT  industry
maintains excellent statistics.

Evaluation

      Mr. Eugene Landy is under an employment agreement with  the
Company.   His base compensation under this contract is  $150,000
per  year.  (The Summary Compensation Table for Mr. Eugene  Landy
shows a salary of $150,000 and $35,776 in director's fees, fringe
benefits and legal fees).

                              -32-

<PAGE>

ITEM 11 - EXECUTIVE COMPENSATION, (CONT'D.)

      The Committee also reviewed the progress made by Mr. Samuel
A.  Landy,  President,  including  funds  from  operations  which
increased  by approximately 18%.  Mr. Samuel Landy  is  under  an
employment  agreement  with the Company.  His  base  compensation
under this contract is $299,250 for 2003.  Mr. Samuel Landy  also
received  bonuses totaling $54,862.  These bonuses were primarily
based  upon his meeting certain performance goals as outlined  in
his employment agreement.

                                        Compensation Committee:
                                             Richard H. Molke
                                             Eugene Rothenberg


COMPARATIVE STOCK PERFORMANCE.

      The  line  graph compares the total return of the Company's
common stock for the last five years to the NAREIT ALL REIT Total
Return Index published by the National Association of Real Estate
Investment Trust (NAREIT) and to the S&P 500 Index for  the  same
period.   The total return reflects stock price appreciation  and
dividend  reinvestment  for all three comparative  indices.   The
information herein has been obtained from sources believed to  be
reliable,  but  neither  its accuracy  nor  its  completeness  is
guaranteed.

                      1998    1999    2000   2001    2002    2003
                      ____    ____    ____   ____    ____    ____

United Mobile
  Homes, Inc.          100      84     106    146     174     231
NAREIT All REIT        100      94     118    136     143     198
S & P 500              100     121     110     97      76      97



ITEM 12 -   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

           The following table lists information with respect  to
the  beneficial ownership of the Company's Shares as of  December
31, 2003 by:

       -  each  person  known by the Company to beneficially  own
       more  than  five  percent  of  the  Company's  outstanding
       Shares;

       - the Company's directors;

                              -33-


<PAGE>

ITEM 12 -   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT, (CONT'D.)


       - the Company's executive officers; and

       -  all of the Company's executive officers and directors
     as a group.

     Unless  otherwise  indicated, the person  or  persons  named
below  have  sole voting and investment power and  that  person's
address is c/o United Mobile Homes, Inc., Juniper Business Plaza,
3499  Route 9 North, Suite 3-C, Freehold, New Jersey  07728.   In
determining  the  number  and percentage of  Shares  beneficially
owned  by each person, Shares that may be acquired by that person
under options exercisable within 60 days of December 31, 2003 are
deemed   beneficially  owned  by  that  person  and  are   deemed
outstanding  for  purposes of determining  the  total  number  of
outstanding Shares for that person and are not deemed outstanding
for that purpose for all other shareholders.




                               Amount and Nature    Percentage
      Name and Address           of Beneficial       of Shares
     of Beneficial Owner         Ownership(1)
                                                  Outstanding(2)

Ernest V. Bencivenga             30,318(3)               *

Anna T. Chew                    113,392(4)             1.38%

Charles P. Kaempffer             32,425(5)               *

Eugene W. Landy               1,027,432(6)(12)        12.51%

Samuel A. Landy                 381,170(7)             4.61%

James E. Mitchell               170,322(8)             2.09%

Richard H. Molke                109,656(9)             1.34%

Eugene D. Rothenberg             81,419(10)            1.00%

Robert G. Sampson               130,589(11)            1.60%

Directors and Officers as a
  Group                       2,076,723(12)           24.87%

* Less than 1%



                              -34-

<PAGE>

ITEM 12 -   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT, (CONT'D.)

     (1)   Except as indicated in the footnotes to this table and
pursuant  to  applicable  community property  laws,  the  Company
believes that the persons named in the table have sole voting and
investment power with respect to all Shares listed.

     (2)   Based on the number of Shares outstanding on  December
31, 2003 which was 8,164,830 Shares.

     (3)   Includes  (a)  9,095 shares owned by Mr.  Bencivenga's
wife, (b) 9,183 shares held in Mr. Bencivenga's 401(k) Plan,  and
(c)  5,000  shares  issuable  upon  exercise  of  stock  options.
Excludes  5,000 shares issuable upon exercise of a stock  option,
which stock option is not exercisable until August 25, 2004.

     (4)   Includes  (a)  77,377 shares owned  jointly  with  Ms.
Chew's husband, (b) 6,015 shares held in Ms. Chew's 401(k)  Plan,
and  (c)  30,000 shares issuable upon exercise of stock  options.
Excludes 10,000 shares issuable upon exercise of a stock  option,
which stock option is not exercisable until August 25, 2004.

     (5)   Includes  (a)  2,000 shares owned by  Mr.  Kaempffer's
wife,  and  (b)  30,425 shares held in the Charles  P.  Kaempffer
Defined  Benefit Pension Plan of which Mr. Kaempffer  is  Trustee
with power to vote.

     (6)   Includes (a) 84,468 shares owned by Mr. Landy's  wife,
(b)  172,608 shares held by Landy Investments, Ltd. for which Mr.
Landy  has power to vote, (c) 93,212 shares held in the  Landy  &
Landy  Profit  Sharing Plan of which Mr. Landy is a Trustee  with
power  to  vote,  (d) 57,561 shares held in  the  Landy  &  Landy
Pension Plan of which Mr. Landy is a Trustee with power to  vote,
(e)  50,000  shares held in the Eugene W. Landy Charitable  Legal
Annuity  Trust, a charitable trust for which Mr. Landy has  power
to  vote, (f) 5,000 shares held in the Eugene W. Landy and Gloria
Landy  Family Foundation, a charitable trust for which Mr.  Landy
has  power to vote, and (g) 50,000 shares issuable upon  exercise
of  stock  options.  Excludes 217,068 shares held by Mr.  Landy's
adult children in which he disclaims any beneficial interest.

     (7)   Includes  (a)  26,927 shares owned  jointly  with  Mr.
Landy's  wife,  (b) 28,229 shares in custodial accounts  for  Mr.
Landy's  minor children under the NJ Uniform Transfers to  Minors
Act  in which he disclaims any beneficial interest but has  power
to   vote,  (c)  10,105  shares  in  the  Samuel  Landy   Limited
Partnership,  (d) 10,105 shares held in Mr. Landy's 401(k)  Plan,
and  (e)  100,000 shares issuable upon exercise of stock options.
Excludes 25,000 shares issuable upon exercise of a stock  option,
which stock option is not exercisable until August 25, 2004.

     (8)   Includes 135,354 shares held by Mitchell  Partners  in
which Mr. Mitchell has a beneficial interest.

     (9)  Includes 50,563 shares owned by Mr. Molke's wife.

    (10)  Includes 56,878 shares held by Rothenberg  Investments,
Ltd. in which Dr. Rothenberg has a beneficial interest.

                              -35-



<PAGE>

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT, (CONT'D.)

       (11)     Includes  48,492 shares held by  Sampco  Ltd.  in
which Mr. Sampson has a beneficial interest.

      (12)  Excludes 30,200 shares (.37%) owned by Monmouth  Real
Estate Investment Corporation.  Eugene W. Landy owns beneficially
approximately   4.14%   of   Monmouth  Real   Estate   Investment
Corporation.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

      Certain  relationships and related party  transactions  are
incorporated  herein by reference to Part IV, Item  15(a)(1)(vi),
Note  9  of  the  Notes  to Consolidated Financial  Statements  -
Related Party Transactions.

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

       KPMG LLP served as the Company's independent auditors  for
the  years  ended December 31, 2003 and 2002.  The following  are
the fees billed by KPMG in connection with services rendered:

                                 2003          2002
                                 ____          ____

Audit Fees                   $ 46,000      $ 39,500
Audit-Related Fees                -0-           -0-
Tax Fees                       47,250        47,250
All Other Fees                    -0-           -0-
                            _________     _________
     Total Fees              $ 93,250      $ 86,750
                              =======       =======


      Audit  fees include professional services rendered by  KPMG
LLP  for  the audit of the Company's annual financial  statements
and  reviews  of financial statements included in  the  Company's
quarterly reports on Form 10-Q.

      Tax fees include professional services rendered by KPMG LLP
for  the preparation of the Company's federal and state corporate
tax  returns and supporting schedules as may be required  by  the
Internal Revenue Service and applicable state taxing authorities.
Tax fees also include other work directly affecting or supporting
the  payment of taxes, including planning and research of various
tax issues.

Audit Committee Pre-Approval Policy

      The  Audit  Committee has adopted a  policy  for  the  pre-
approval  of  audit and permitted non-audit services provided  by
the  Company's  principal  independent accountants.   The  policy
requires  that all services provided by KPMG LLP to the  Company,
including  audit services, audit-related services,  tax  services
and  other services, must be pre-approved by the Committee.   The
pre-approval requirements do not prohibit day-to-day  normal  tax
consulting services, where each individual matter will not exceed
$5,000 and in the aggregate will not exceed $25,000 for 2003  and
2004.
                              -36-


<PAGE>
                             PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
          Form  8-K

        The following Financial Statements are filed
(a)(1)    as part of this report.
                                                          Page(s)

(i)     Independent Auditors' Report                         40

        Consolidated Balance Sheets as of December 31,       41
(ii)    2003 and 2002

        Consolidated Statements of Income for the
(iii)   years ended December 31, 2003, 2002, and 2001        42

        Consolidated Statements of Shareholders'
(iv)    Equity for the years ended December 31, 2003,      43-44
        2002 and 2001

        Consolidated Statements of Cash Flows for the
(v)     years ended December 31, 2003, 2002 and 2001         45

(vi)    Notes to Consolidated Financial Statements         46-60

(a)(2)  The following Financial Statement Schedule for
        the years ended December 31, 2003, 2002 and
        2001 is filed as part of this report

(i)     Schedule III - Real Estate and Accumulated           61
        Depreciation


     All other schedules are omitted for the reason that they are
not required, are not applicable, or the required information  is
set forth in the financial statements or notes thereto.

                              -37-


<PAGE>


ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
          Form  8-K

(a)   (3)   The  Exhibits  set forth in the  following  index  of
  Exhibits are filed as part of this Report.

Exhibit No.                        Description
___________                        ___________

(12)         Agreement and Plan of Merger dated as of June 23, 2003.
             (incorporated   by   reference   from   the   Company's
             Definitive Proxy Statement as filed with the Securities
             Exchange Commission on July 10, 2003).

(3)          Articles of Incorporation and By-Laws:

             (3.1) Articles of Incorporation of United Mobile Homes,
             Inc., a Maryland corporation (incorporated by reference
             from  the Company's Definitive Proxy Statement as filed
             with  the  Securities Exchange Commission on  July  10,
             2003).

             (3.2) Bylaws of United Mobile Homes, Inc. (incorporated
             by   reference  from  the  Company's  Definitive  Proxy
             Statement   as  filed  with  the  Securities   Exchange
             Commission on July 10, 2003).


(10)         Material Contracts:

             (10.1)   2003   Stock  Option  Plan  (incorporated   by
             reference from the Company's Definitive Proxy Statement
             as  filed  with  the Securities Exchange Commission  on
             July 10, 2003).

             (10.2)   401(k)  Plan  Document and Adoption  Agreement
             effective April 1, 1992 (incorporated by reference from
             the   Company's  1992  Form  10-K  as  filed  with  the
             Securities Exchange Commission on March 9, 1993).

             (10.3)   Employment contract with Mr. Eugene  W.  Landy
             dated December 14, 1993 (incorporated by reference from
             the   Company's  1993  Form  10-K  as  filed  with  the
             Securities Exchange Commission on March 28, 1994).

             (10.4)   Employment  contract  with   Mr.   Ernest   V.
             Bencivenga  dated  November 9,  1993  (incorporated  by
             reference  from the Company's 1993 Form 10-K  as  filed
             with  the  Securities Exchange Commission on March  28,
             1994).

             (10.5)   Employment contract with Mr. Samuel  A.  Landy
             effective  January 1, 2002 (incorporated  by  reference
             from  the  Company's 2002 Form 10-K as filed  with  the
             Securities Exchange Commission on March 28, 2003.

             (10.6)   Employment  contract with  Ms.  Anna  T.  Chew
             effective January 1, 2003.

(14)         Code of Business Conduct and Ethics.

                              -38-


<PAGE>


Exhibit No.                      Description
___________                      ___________

(21)         Subsidiaries of the Registrant:

             The  Company  operates  through  nine  wholly-owned
             multiple Subsidiaries carrying on the same line  of
             business.  The parent company of these subsidiaries
             is  the  Registrant.  The line of business  is  the
             operation of manufactured home communities.

(23)         Consent of KPMG LLP.

(31.1)       Certification pursuant to 18 U.S.C. Section 1350 as
             adopted  pursuant to Section 302 of  the  Sarbanes-
             Oxley Act of 2002.

(31.2)       Certification pursuant to 18 U.S.C. Section 1350 as
             adopted  pursuant to Section 302 of  the  Sarbanes-
             Oxley Act of 2002.

(32)         Certification pursuant to 18 U.S.C. Section 1350 as
             adopted  pursuant to Section 906 of  the  Sarbanes-
             Oxley Act of 2002.

(b)          Reports  of  Form  8-K  - Form  8-K  was  filed  on
             October  2, 2003 to report that the Company changed
             its  state  of  incorporation from  New  Jersey  to
             Maryland.


                              -39-

<PAGE>

                  INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
United Mobile Homes, Inc.:

We  have audited the consolidated financial statements of  United
Mobile Homes, Inc. and subsidiaries as listed in the accompanying
index.   In  connection  with  our  audits  of  the  consolidated
financial   statements,  we  also  have  audited  the   financial
statement  schedule as listed in the accompanying  index.   These
consolidated   financial  statements  and   financial   statement
schedule are the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on  these  consolidated
financial  statements and financial statement schedule  based  on
our audits.

We  conducted  our  audits in accordance with auditing  standards
generally  accepted  in  the  United  States  of  America.  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial statements.  An audit also includes assessing  the
accounting  principles  used and significant  estimates  made  by
management, as well as evaluating the overall financial statement
presentation.   We believe that our audits provide  a  reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position  of  United  Mobile Homes, Inc. and subsidiaries  as  of
December  31, 2003 and 2002, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period  ended  December  31, 2003 in conformity  with  accounting
principles  generally accepted in the United States  of  America.
Also  in  our opinion, the related financial statement  schedule,
when  considered in relation to the basic consolidated  financial
statements  taken as a whole, presents fairly,  in  all  material
respects, the information set forth therein.



Short Hills, New Jersey                      /s/ KPMG LLP
March 5, 2004


<PAGE>
                              -40-


           UNITED MOBILE HOMES, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                AS OF DECEMBER 31, 2003 AND 2002

________________________________________

<TABLE>
<CAPTION>
<S>                                    <C>            <C>
ASSETS                                    2003            2002
                                         _____           _____

INVESTMENT PROPERTY AND EQUIPMENT
  Land                                  $ 6,927,971    $  6,850,970
  Site and Land Improvements             59,202,516      56,437,044
  Buildings and Improvements              2,790,612       2,748,600
  Rental Homes and Accessories            9,581,123       8,798,433
                                         __________      __________
    Total Investment Property            78,502,222      74,835,047
  Equipment and Vehicles                  4,664,006       3,919,983
                                         __________      __________
    Total Investment Property and
     Equipment                           83,166,228      78,755,030
  Accumulated Depreciation             (37,660,693)     (34,969,453)
                                         __________      __________
    Net Investment Property and
     Equipment                           45,505,535      43,785,577
                                         __________      __________

OTHER ASSETS
  Cash and Cash Equivalents               3,244,871       2,338,979
  Securities Available for Sale          31,096,211      32,784,968
  Inventory of Manufactured Homes         3,635,954       2,775,459
  Notes and Other Receivables, net        7,338,580       4,800,969
  Unamortized Financing Costs               407,401         403,663
  Prepaid Expenses                          559,594         422,323
  Land Development Costs                  2,522,066       1,714,568
                                         __________      __________
    Total Other Assets                   48,804,677      45,240,929
                                         __________      __________

  TOTAL ASSETS                          $94,310,212     $89,026,506
                                         ==========      ==========

     - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES:
MORTGAGES PAYABLE                       $44,222,675     $43,321,884
                                         __________      __________
OTHER LIABILITIES
  Accounts Payable                          655,648         956,663
  Loans Payable                           7,840,962      12,358,965
  Accrued Liabilities and Deposits        1,988,525       2,141,636
  Tenant Security Deposits                  502,626         510,941
                                         __________      __________
    Total Other Liabilities              10,987,761      15,968,205
                                         __________      __________
  Total Liabilities                      55,210,436      59,290,089
                                         __________      __________

SHAREHOLDERS' EQUITY:
  Common Stock - $.10 par value per
    share, 20,000,000 and 15,000,000
    shares authorized 8,557,130 and
    8,063,750 shares issued and
    8,164,830 and 7,671,450 shares
    outstanding as of  December 31,
    2003 and 2002, respectively             855,713         806,375
  Excess Stock - $.10 par value per
    share, 3,000,000 shares
    authorized, no shares issued or
    outstanding                                 -0-             -0-
  Additional Paid-In Capital             36,304,626       29,411,328
  Accumulated Other
    Comprehensive Income                  5,308,195        3,988,429
  Undistributed Income
    (Accumulated Deficit)                   341,164        (667,793)
  Treasury Stock at Cost (392,300
    shares at December 31, 2003 and
    2002)                               (3,709,922)      (3,709,922)
  Notes Receivable  from Officers
    (8,000 shares at December 31,
     2002)                                      -0-         (92,000)
                                         __________      __________
  Total Shareholders' Equity             39,099,776      29,736,417
                                         __________      __________

TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY                                  $94,310,212      $89,026,506
                                         ==========      ==========
</TABLE>

   See Accompanying Notes to Consolidated Financial Statements

                           -41-


<PAGE>

           UNITED MOBILE HOMES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME
      FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
      _____________________________________________________


<TABLE>
<CAPTION>
<S>                            <C>            <C>             <C>
                                   2003            2002             2001
                                  _____           _____             _____
REVENUES:

Rental and Related Income    $20,954,274     $20,140,691       $19,291,611
Sales of Manufactured Homes    6,758,168       5,538,202         4,766,189
Interest and Dividend Income   3,260,261       2,867,142         2,188,430
Gain on Sales of Securities
   Available for Sale          2,698,724         794,950           530,324
Other Income                     119,076          82,908           105,845
                              __________      __________        __________

Total Revenues                33,790,503     29,423,893         26,882,399
                              __________      __________        __________

EXPENSES:
Community Operating Expenses  10,305,372       9,457,214         9,004,164
Cost of  Sales of
  Manufactured Homes           5,360,554       4,657,988         3,930,666
Selling Expenses               1,255,773       1,040,005           754,934
General and Administrative     2,589,275       2,184,045         2,015,685
Interest Expense               3,190,490       3,314,335         2,825,894
Depreciation Expense           2,909,069       2,810,440         2,684,556
Amortization of Financing
  Costs                          108,800         112,200            87,748
                              __________      __________        __________

Total Expenses                25,719,333      23,576,227        21,303,647
                              __________      __________        __________

Income Before Gain (Loss) on
  Sales of Investment
  Property and Equipment       8,071,170       5,847,666         5,578,752
Gain (Loss)  on Sales of
  Investment Property and
  Equipment                       55,888         664,546          (28,264)
                              __________      __________        __________

Net Income                    $8,127,058       $6,512,212       $5,550,488
                                ==========      ==========      ==========
Net Income Per Share -
  Basic                       $     1.03           $ .86         $     .74
                              ==========      ==========        ==========

  Diluted                     $     1.02           $ .85         $     .74
                              ==========      ==========        ==========
Weighted Average Shares
  Outstanding:
    Basic                      7,858,888       7,600,266         7,457,636
                              ==========      ==========        ==========

    Diluted                    7,942,459       7,677,200         7,496,371
                              ==========      ==========        ==========
</TABLE>

   See Accompanying Notes to Consolidated Financial Statements

                              -42-


<PAGE>

           UNITED MOBILE HOMES, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
      FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
     _______________________________________________________

<TABLE>
<CAPTION>
<S>                       <C>           <C>        <C>            <C>
                                                                 Accumulated
                                                    Additional       Other
                            Common Stock Issued      Paid-In     Comprehensive
                            Number       Amount      Capital     Income/(Loss)
                           _________  _________      __________     __________

Balance December 31, 2000    7,711,141   $771,114   $26,026,006      $(490,795)

Common Stock Issued with
  the DRIP*                    163,491     16,349     1,669,682             -0-
Common Stock Issued
  through the Exercise
  of Stock Options              14,000      1,400       143,725             -0-
Distributions                      -0-        -0-      (430,052)            -0-
Net Income                         -0-        -0-           -0-             -0-
Unrealized Net Holding
  Gains on Securities
  Available for Sale
  Net of Reclassification
  Adjustment                       -0-        -0-            -0-       4,031,796
Purchase of Treasury
  Stock                            -0-        -0-            -0-             -0-
                            __________  _________     __________       _________


Balance December 31, 2001     7,888,632    788,863      27,409,361     3,541,001

Common Stock Issued with
  the DRIP*                    135,418     13,542      1,641,407             -0-
Common Stock Issued
  through the Exercise
  of Stock Options              39,700      3,970        416,643             -0-
Distributions                      -0-        -0-        (56,083)            -0-
Net Income                         -0-        -0-            -0-             -0-
Unrealized Net Holding
  Gains on Securities
  Available for Sale
Net of Reclassification
  Adjustment                       -0-        -0-            -0-         447,428
Purchase of Treasury
  Stock                            -0-        -0-            -0-             -0-
                            __________  _________     __________        __________


Balance December 31, 2002    8,063,750    806,375     29,411,328        3,988,429

Common Stock Issued with
  the DRIP*                    378,380     37,838      5,691,245              -0-
Common Stock Issued
  through the Exercise
  of Stock Options             115,000     11,500      1,174,400              -0-
Distributions                      -0-        -0-            -0-              -0-
Payments on Notes
  Receivable from
  Officers                         -0-        -0-            -0-              -0-
Stock Compensation
  Expense                          -0-        -0-         27,653              -0-
Net Income                         -0-        -0-            -0-              -0-
Unrealized Net Holding
  Gains on Securities
  Available for Sale
  Net of Reclassification
  Adjustment                       -0-        -0-            -0-         1,319,766


                            __________   _________     __________        __________


Balance December 31, 2003    8,557,130   $855,713    $36,304,626         $5,308,195

                            ==========  =========     ==========         ==========

</TABLE>

*Dividend Reinvestment and Stock Purchase Plan

   See Accompanying Notes to Consolidated Financial Statements


                              -43-


<PAGE>

           UNITED MOBILE HOMES, INC. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY, CONTINUED
      FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
     _______________________________________________________

<TABLE>
<CAPTION>
<S>                   <C>             <C>          <C>             <C>
                     Undistributed
                        Income                          Notes
                     (Accumulated     Treasury       Receivable    Comprehensive
                       Deficit)        Stock       From Officers      Income
                      __________     __________     __________      __________

Balance December 31,
  2000                 $(667,793)    $(2,799,106)      $ -0-



Common Stock Issued
  with the DRIP*               -0-           -0-         -0-
Common Stock Issued
  through the
Exercise of Stock
  Options                      -0-           -0-         -0-
Distributions          (5,550,488)           -0-         -0-
Net Income              5,550,488            -0-         -0-         $5,550,488
Unrealized Net
  Holding Gains on
  Securities
  Available for
  Sale Net of
  Reclassification
  Adjustment                   -0-           -0-         -0-           4,031,796
Purchase of
Treasury
  Stock                        -0-       (307,792)       -0-
                        __________      _________     __________       _________

Balance December 31,
 2001                    (667,793)     (3,106,898)       -0-          $9,582,284
                                                                       =========


Common Stock Issued
  with the DRIP*               -0-           -0-         -0-
Common Stock Issued
  through the
  Exercise of Stock
  Options                      -0-           -0-      (92,000)
Distributions          (6,512,212)           -0-         -0-
Net Income              6,512,212            -0-         -0-           $6,512,212
Unrealized Net
Holding Gains on
  Securities
  Available for
  Sale Net of
  Reclassification
  Adjustment                   -0-           -0-          -0-             447,428
Purchase of
Treasury Stock                 -0-      (603,024)         -0-
                         __________    __________     __________       __________

Balance December 31,
 2002                     (667,793)    (3,709,922)     (92,000)        $6,959,640
                                                                       ==========


Common Stock Issued
  with the DRIP*               -0-           -0-          -0-
Common Stock Issued
  through the
  Exercise of Stock
  Options                      -0-           -0-           -0-
Distributions          (7,118,101)           -0-           -0-
Payments on Notes
  Receivable
  from Officers                -0-           -0-         92,000
Stock Compensation
  Expense                      -0-           -0-           -0-
Net Income               8,127,058           -0-           -0-          $8,127,058
Unrealized Net
  Holding Gains on
  Securities
  Available for
  Sale
  Net of
  Reclassification
  Adjustment                   -0-           -0-              -0-        1,319,766
                          _________      _________      __________       _________
Balance December 31,
 2003                     $ 341,164    $(3,709,922)        $  -0-       $9,446,824
                          =========      =========       ==========      =========

</TABLE>

*Dividend Reinvestment and Stock Purchase Plan.


   See Accompanying Notes to Consolidated Financial Statements

                              -44-


<PAGE>

           UNITED MOBILE HOMES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
       _______________________________________________________


<TABLE>
<CAPTION>
<S>                            <C>         <C>            <C>
                                2003          2002             2001
                               ______        ______           ______
CASH FLOWS FROM OPERATING
  ACTIVITIES:
Net Income                    $8,127,058    $6,512,212      $5,550,488
  Depreciation                 2,909,069     2,810,440       2,684,556
  Amortization of
    Financing Costs              108,800       112,200          87,748
  Stock Compensation
   Expense                        27,653           -0-             -0-
  Gain on Sales of
    Securities
    Available for Sale
    Transactions             (2,698,724)     (794,950)       (530,324)
  (Gain) Loss  on Sales
    of Investment
    Property &
    Equipment                   (55,888)     (664,546)          28,264
Changes in Operating
  Assets and Liabilities -
  Inventory of
    Manufactured Homes         (860,495)         7,206     (2,782,665)
    Notes and Other
    Receivables, net         (2,537,611)   (1,509,614)     (1,376,909)
  Prepaid Expenses             (137,271)     (308,643)           1,953
  Accounts Payable             (301,015)       120,075         497,414
  Accrued Liabilities and
    Deposits                   (153,111)       430,404          88,960
  Tenant Security Deposits       (8,315)        33,159          28,366
                              __________    __________      __________
Net Cash Provided by
    Operating Activities       4,420,150     6,747,943       4,277,851
                              __________    __________      __________
CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Purchase of Manufactured
    Home Community             (918,000)           -0-      (2,503,126)
  Purchase of Investment
    Property and Equipment   (3,155,336)   (2,640,164)      (2,199,133)
  Proceeds from Sales of
    Investment Property
    and Equipment                394,254     1,698,262          352,494
  Additions to Land
    Development Costs        (1,701,555)     (509,679)         (816,899)
  Purchase of Securities
    Available for Sale       (8,528,110)   (9,360,375)       (9,858,324)
  Proceeds from Sales of
    Securities Available
    for Sale                  14,235,357     3,735,533         3,997,614
                              __________    __________        __________
  Net Cash Provided
   (Used) by Investing
   Activities                    326,610    (7,076,423)      (11,027,374)
                              __________    __________        __________
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Proceeds from Mortgages
    and Loans                  3,500,000     6,862,500         7,525,000
  Net Proceeds from
   (Payments on)
   Short-Term Borrowings     (4,518,003)     1,666,282         5,053,213
  Principal Payments of
    Mortgages and Loans      (2,599,209)   (2,192,641)          (928,814)
  Financing Costs on Debt      (112,538)      (48,756)          (274,128)
  Proceeds from Issuance
    of Common Stock           3,984,987           -0-               -0-
  Proceeds from Exercise
    of Stock Options           1,185,900       271,113            145,125
  Collection on Notes
    Receivable from
    Officers                      92,000        57,500                -0-
  Dividends Paid             (5,374,005)   (4,913,346)        (4,294,509)
  Purchase of Treasury
    Stock                             -0-    (603,024)          (307,792)
                              __________    __________         __________
  Net Cash (Used)
    Provided by Financing
    Activities                (3,840,868)     1,099,628         6,918,095

NET INCREASE IN CASH              905,892       771,148           168,572
CASH & CASH EQUIVALENTS -
BEGINNING                       2,338,979     1,567,831         1,399,259
                               __________    __________        __________
CASH & CASH EQUIVALENTS -
END                           $ 3,244,871    $2,338,979        $1,567,831
                               ==========    ==========        ==========
</TABLE>

   See Accompanying Notes to Consolidated Financial Statements

                              -45-



<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND ELECTION TO BE TAXED AS A REAL ESTATE
         INVESTMENT TRUST


      United  Mobile Homes, Inc. (the Company) owns and  operates
twenty-six manufactured home communities containing 6,129  sites.
The  communities  are  located in New  Jersey,  New  York,  Ohio,
Pennsylvania and Tennessee.

      The  Company  has  elected to be taxed  as  a  real  estate
investment  trust (REIT) under Sections 856-860 of  the  Internal
Revenue   Code   (the  Code),  and  intends   to   maintain   its
qualification as a REIT in the future.  As a qualified REIT, with
limited  exceptions, the Company will not be taxed under  Federal
and  certain  state  income tax laws at the  corporate  level  on
taxable  income  that  it distributes to its  shareholders.   For
special tax provisions applicable to REITs, refer to Sections 856
860  of  the Code.  The Company is subject to franchise taxes  in
some of the states in which the Company owns property.

      The Company was incorporated in the state of New Jersey  in
1968.   On  September 29, 2003, the Company changed its state  of
incorporation  from New Jersey to Maryland.  The  reincorporation
was  approved  by  the Company's shareholders  at  the  Company's
annual meeting on August 14, 2003.

       The reincorporation was accomplished by the merger of  the
Company with and into its wholly-owned subsidiary, United  Mobile
Homes, Inc., a Maryland corporation, (United Maryland), which was
the surviving corporation in the merger.

       As  a result of the merger, each outstanding share of  the
Company's  Class A common stock, $.10 par value  per  share,  was
converted  into  one share of common stock, $.10  par  value  per
share  of  United  Maryland  common stock.   In  addition,   each
outstanding  option  to  purchase New  Jersey  Common  Stock  was
converted  into the  right to purchase Maryland Common Stock upon
the   same  terms  and  conditions as immediately prior  to   the
Merger.   The  Company's 1994 Stock Option  Plan,   as   amended,
was assumed by United Maryland.

      The conversion of the New Jersey Common Stock into Maryland
Common  Stock  occurred  without  an  exchange  of  certificates.
Accordingly,  certificates formerly representing  shares  of  New
Jersey  Common Stock are now deemed to represent the same  number
of shares of Maryland Common Stock.

       Prior  to  the Merger, United Maryland had  no  assets  or
liabilities,  other  than nominal assets or  liabilities.   As  a
result  of the Merger, United Maryland acquired all of the assets
and  all  of the liabilities and obligations of the Company.  The
Merger  was  accounted for as if it were a "pooling of interests"
rather  than  a  purchase  for financial  reporting  and  related
purposes,  with  the result that the historical accounts  of  the
Company  and  United Maryland have been combined for all  periods
presented.  United  Maryland, has the same business,  properties,
directors,  management, status as a real estate investment  trust
under  the  Internal  Revenue  Code  of  1986,  as  amended,  and
principal executive offices as United Mobile Homes, Inc.,  a  New
Jersey corporation.



                              -46-


<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION  OF  THE  BUSINESS - The Company  owns  and  operates
twenty-six manufactured home communities containing 6,129  sites.
The  communities  are  located in New  Jersey,  New  York,  Ohio,
Pennsylvania and Tennessee.

      These  manufactured home communities are  listed  by  trade
names as follows:

MANUFACTURED HOME COMMUNITY                LOCATION
__________________________                 ________

Allentown                        Memphis, Tennessee
Brookview Village                Greenfield Center, New York
Cedarcrest                       Vineland, New Jersey
Cranberry Village                Cranberry Township, Pennsylvania
Cross Keys Village               Duncansville, Pennsylvania
D& R Village                     Clifton Park, New York
Fairview Manor                   Millville, New Jersey
Forest Park Village              Cranberry Township, Pennsylvania
Heather Highlands                Inkerman, Pennsylvania
Highland Estates                 Kutztown, Pennsylvania
Kinnebrook                       Monticello, New York
Lake Sherman Village             Navarre, Ohio
Laurel Woods                     Cresson, Pennsylvania
Memphis Mobile City              Memphis, Tennessee
Oxford Village                   West Grove, Pennsylvania
Pine Ridge Village               Carlisle, Pennsylvania
Pine Valley Estates              Apollo, Pennsylvania
Port Royal Village               Belle Vernon, Pennsylvania
River Valley Estates             Marion,  Ohio
Sandy Valley Estates             Magnolia, Ohio
Southwind Village                Jackson, New Jersey
Spreading Oaks Village           Athens, Ohio
Waterfalls Village               Hamburg, New York
Woodlawn Manor                   West Monroe, New York
Woodlawn Village                 Eatontown, New Jersey
Wood Valley                      Caledonia, Ohio


     Effective  April 1, 2001, the Company, through  its  wholly-
owned  taxable  REIT  subsidiary, UMH Sales  and  Finance,  Inc.,
(S&F), began to conduct manufactured home sales and the financing
of  these sales in its communities.  Inherent in the operation of
manufactured  home  communities  is  site  vacancies.   S&F   was
established  to fill these vacancies and potentially enhance  the
value of the communities.

BASIS  OF PRESENTATION - The Company's subsidiaries are all  100%
wholly-owned.   The  consolidated  financial  statements  of  the
Company  include  all  of these subsidiaries.   All  intercompany
transactions  and balances have been eliminated in consolidation.
The  Company does not have a majority or minority interest in any
other Company, either consolidated or unconsolidated.

                              -47-

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (CONT'D.)

USE  OF  ESTIMATES  -  In  preparing the  consolidated  financial
statements,   management  is  required  to  make  estimates   and
assumptions  that  affect  the reported  amounts  of  assets  and
liabilities, as well as contingent assets and liabilities  as  of
the  dates  of  the consolidated balance sheets and  revenue  and
expenses  for the years then ended.  Actual results could  differ
significantly from these estimates and assumptions.

INVESTMENT PROPERTY AND EQUIPMENT AND DEPRECIATION - Property and
equipment  are  carried  at  cost.  Depreciation  for  Sites  and
Building  (15  to  27.5  years) is computed  principally  on  the
straight-line  method  over the estimated  useful  lives  of  the
assets.   Depreciation  of Improvements to Sites  and  Buildings,
Rental  Homes  and Equipment and Vehicles (3 to  27.5  years)  is
computed   principally   on  the  straight-line   method.    Land
Development Costs are not depreciated until they are put in  use,
at which time they are capitalized as Sites or Site Improvements.
Interest  Expense  pertaining  to  Land  Development  Costs   are
capitalized.   Maintenance and Repairs are charged to  income  as
incurred and improvements are capitalized.  The costs and related
accumulated  depreciation of property sold or otherwise  disposed
of  are  removed  from  the accounts and  any  gain  or  loss  is
reflected in the current year's results of operations.  If  there
is  an  event or change in circumstances that indicates that  the
basis   of   an  investment  property  may  not  be  recoverable,
management   assesses the possible impairment  of  value  through
evaluation of the estimated future cash flows of the property, on
an  undiscounted  basis,  as compared to the  property's  current
carrying  value.  If a property is determined to be impaired,  it
will be recorded at fair value.

UNAMORTIZED FINANCING COSTS - Legal fees and loan processing fees
for  mortgages are being amortized over the life of  the  related
debt.

CASH  AND  CASH  EQUIVALENTS - Cash and cash equivalents  include
certificates  of  deposit  and bank  repurchase  agreements  with
maturities of 90 days or less.

SECURITIES AVAILABLE FOR SALE - The Company's securities  consist
primarily  of debt securities and common and preferred  stock  of
other  REITs.   These  securities  are  all  publicly-traded  and
purchased  on  the  open market or through dividend  reinvestment
plans.  These securities are classified as available-for-sale and
are carried at fair value based upon quoted market prices.  Gains
or  losses  on  the sale of securities are based on  identifiable
cost  and  are  accounted for on a trade date basis.   Unrealized
holding  gains and losses are excluded from earnings and reported
as  a  separate component of Shareholders' Equity until realized.
A  decline  in the market  value of any security below cost  that
is  deemed  to be other than temporary results in a reduction  in
the carrying amount to fair value.  Any impairment is charged  to
earnings and a new cost basis for the security established.

INVENTORY OF MANUFACTURED HOMES - Inventory of manufactured homes
is  valued at the lower of cost or market value and is determined
by   the  specific  identification  method.   All  inventory   is
considered finished goods.

NOTES  AND OTHER RECEIVABLES -    The Company's  notes receivable
primarily   consists of installment   loans   collateralized   by
manufactured    homes   with  principal  and   interest   payable
monthly.    Interest  rates  on   these  loans  range  from 6.36%
to 13%.  Maturity is approximately 15

                              -48-

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (CONT'D.)

   years.   The  Company  evaluates  the  recoverability  of  its
receivables  whenever  events  occur  or  there  are  changes  in
circumstances  such that management believes it is probable  that
it  will  be unable to collect all amounts due according  to  the
contractual  terms  of  the  loan  and  lease  agreements.    The
collectibility of loans is measured based on the present value of
the  expected future cash flow discounted at the loan's effective
interest rate or the fair value of the collateral if the loan  is
collateral dependent.  At December 31, 2003 and 2002, the reserve
for  uncollectible notes receivables was $485,900  and  $232,500,
respectively.  The provision for uncollectible notes  receivables
was $274,618 and $199,300, respectively.  Charge-offs amounted to
$21,218 and $-0-, respectively.

REVENUE  RECOGNITION - The Company derives its  income  primarily
from  the  rental of manufactured home sites.  The  Company  also
owns   approximately  500  rental  units  which  are  rented   to
residents.   Rental  and  related income  is  recognized  on  the
accrual basis.

     Sale of manufactured homes is recognized on the full accrual
basis when certain criteria are met.  These criteria include  the
following:  (a) initial and continuing payment by the buyer  must
be  adequate:   (b)  the receivable, if any, is  not  subject  to
future subordination; (c) the benefits and risks of ownership are
substantially transferred to the buyer; and (d) the Company  does
not  have a substantial continued involvement with the home after
the  sale.   Alternatively, when the foregoing criteria  are  not
met,  the  Company  recognizes gains by the  installment  method.
Interest income on loans receivable is not accrued when,  in  the
opinion  of  management, the collection of such interest  appears
doubtful.

NET  INCOME  PER SHARE - Basic net income per share is calculated
by  dividing net income by the weighted-average number of  common
shares  outstanding during the period (7,858,888,  7,600,266  and
7,457,636  in  2003, 2002 and 2001, respectively).   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
(7,942,459,  7,677,200  and 7,496,371 in  2003,  2002  and  2001,
respectively)  (See Note 6).  Options in the  amount  of  83,571,
76,934  and  38,735  for 2003, 2002, and 2001, respectively,  are
included in the diluted weighted average shares outstanding.

STOCK OPTION PLANS - Prior to January 1, 2003 the Company's stock
option  plan  was accounted for under the intrinsic  value  based
method as prescribed by Accounting Principles Board (APB) Opinion
No.  25,  "Accounting for Stock Issued to Employees".   As  such,
compensation  expense was recorded on the date of grant  only  if
the  current  market price on the underlying stock  exceeded  the
exercise price.

       The  Company adopted the fair value recognition provisions
of  SFAS  No.  123, "Accounting for Stock Based Compensation"  on
January  1,  2003.   Under  the prospective  method  of  adoption
selected  by  the Company under the provisions of SFAS  No.  148.
"Accounting   for  Stock  Based  Compensation,   Transition   and
Disclosure",  compensation costs of $27,653 have been  recognized
in 2003, as follows:
                              -49-



<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (CONT'D.)


                      2003           2002           2001
                      _____          _____         _____

Net income prior
  to compensation
  expense for
  grants in 2003    $8,154,711    $6,512,212     $5,550,488
Compensation
  expense
  recognized           27,653            -0-            -0-
                   __________     __________     __________
Net income as
  reported          8,127,058      6,512,212      5,550,488
Compensation
  expenses if
  the fair value
  method had been
  applied to
  grants in 2002
  and 2001              8,815         45,036         63,861
                   __________     __________     __________
Net Income Pro
  forma            $8,118,243     $6,467,176     $5,486,627
                   ==========     ==========     ==========
Net Income Per
  Share - As
  Reported
    Basic          $     1.03     $      .86     $      .74
    Diluted              1.02            .86            .74

Net Income Per
  Share - Pro
  Forma
    Basic          $     1.03     $      .85     $       74
    Diluted              1.02            .84            .73


See  Note  6  for the assumptions used to calculate  compensation
expense.

TREASURY  STOCK - Treasury stock is accounted for under the  cost
method.

OTHER COMPREHENSIVE INCOME - Comprehensive income consists of net
income and net unrealized gains or losses on securities available
for  sale  and  is  presented in the consolidated  statements  of
shareholders' equity.

RECLASSIFICATION  -  Certain amounts in the financial  statements
for  the  prior  years have been reclassified to conform  to  the
statement presentation for the current year.

NOTE 3 - INVESTMENT PROPERTY AND EQUIPMENT


      On  May  15,  2003,  the  Company acquired  Woodland  Manor
(formerly Northway Manor), a manufactured home community  located
in  West  Monroe,  New  York.   This community  consists  of  150
manufactured  sites,  of which 65 are currently  occupied.   This
community was purchased from MSCI 1998-CF1 West Monroe,  LLC,  an
unrelated entity, for a purchase price, including closing  costs,
of approximately $918,000.

      On  October  1,  2002,  the Company sold  its  vacant  land
consisting  of  65  acres in Chester County,  Pennsylvania.   Net
proceeds  from  the  sale  amounted to approximately  $1,385,000,
resulting in a realized gain of $661,000.


                              -50-

<PAGE>


NOTE 3 - INVESTMENT PROPERTY AND EQUIPMENT, (CONT'D.)

     The following is a summary of accumulated depreciation by
major classes of assets:

                              December 31, 2003     December 31, 2002
                                    ____________         ____________

Site and Land Improvements           $30,001,381          $28,022,091
Buildings and Improvements             1,688,413            1,599,404
Rental Homes and Accessories           2,768,670            2,466,630
Equipment and Vehicles                 3,202,229            2,881,328
                                    ____________         ____________
Total Accumulated Depreciation       $37,660,693          $34,969,453

                                      ==========           ==========

NOTE 4 - SECURITIES AVAILABLE FOR SALE

       The   Company's  securities  available  for  sale  consist
primarily  of debt securities and common and preferred  stock  of
other  REITs.   The Company does not own more  than  10%  of  the
outstanding shares of any of these securities, nor does  it  have
controlling financial interest.

     The  following is a summary of securities available for sale
at December 31, 2003 and 2002:

                            2003                   2002
                                  Market                  Market
                        Cost       Value       Cost        Value
                        ____      _____        ____       ______


Equity Securities:

Monmouth Real
Estate Investment
  Corporation *
  (745,250 and
  738,942 shares at
  December 31, 2003
  and  2002,
  respectively)       $4,532,874  $6,476,218   $4,404,622   $5,113,476

Monmouth Capital
  Corporation *
  (78,910 and
  73,575 shares at
  December 31, 2003
  and 2002,
  respectively)         260,161     519,225      230,864      255,304

Preferred Stock      14,199,142  16,249,188   15,599,262   18,012,877

Other Equity
  Securities          3,554,641   4,413,580    6,320,593    7,106,186

Monmouth Capital
  Corporation *
  Convertible
  Debentures          1,000,000   1,000,000          -0-          -0-

Other Debt
  Securities
  (maturing in
   2009)              2,241,198   2,438,000    2,241,198    2,297,125
                     __________  __________    __________  __________

                    $25,788,016 $31,096,211  $28,796,539  $32,784,968

                     ==========  ==========   ==========   ==========
*Related entity -
See Note 9


                              -51-


<PAGE>

NOTE 4 - SECURITIES AVAILABLE FOR SALE, (CONT'D.)

     Gross  unrealized  gains  on  debt  securities  amounted  to
$196,802   and  $55,927  as  of  December  31,  2003  and   2002,
respectively.   Gross  unrealized  gains  on  equity   securities
amounted to $5,111,393 and $4,033,203 as of December 31, 2003 and
2002, respectively.  Gross unrealized losses on equity securities
amounted  to $-0- and $100,701 as of December 31, 2003 and  2002,
respectively.

     During the years ended December 31, 2003, 2002 and 2001, the
Company   received  proceeds  of  $14,235,357,  $3,735,533,   and
$3,997,614  on  sales or redemptions of securities available  for
sale,  respectively.   Gross gains on these sales  of  securities
amounted  to  $2,757,737,  $823,573 and  $737,417,  respectively.
Gross  losses on these sales of securities amounted  to  $59,013,
$28,623  and  $74,144,  respectively.    During  the  year  ended
December  31, 2001, the Company also 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.   Dividend
income  for  the  years ended December 31, 2003,  2002  and  2001
amounted  to  $2,342,095 $2,376,286 and $1,910,909, respectively.
Interest  income for the years ended December 31, 2003, 2002  and
2001 amounted to $918,166, $490,856 and $277,521, respectively.

NOTE 5 - LOANS AND MORTGAGES PAYABLE

LOANS PAYABLE

     The Company purchases securities on margin.  The margin loan
interest  rate  at December 31, 2003 and 2002 was 2.75%  and  3%,
respectively  and  is due on demand.  At December  31,  2003  and
2002,  the  margin  loan amounted to $6,747,818  and  $9,165,645,
respectively,  and  is secured by investment  securities  with  a
market value of $31,096,211 and $32,784,968, respectively.

     The Company has a $2,000,000 revolving credit agreement with
Transamerica  Commercial  Finance Corporation  (Transamerica)  to
finance inventory purchases.  The interest rates range from prime
(with  a  minimum of 6%) for each advance to prime plus 2%  after
one  year.  This agreement originally terminated April 25,  2003,
but automatically renews on an annual basis.  Advances under this
line  of credit were secured by the manufactured homes for  which
the  advances were made.  As of December 31, 2003 and  2002,  the
amount outstanding with Transamerica was $1,074,550 and $908,340,
respectively.

      The  Company  also  has  miscellaneous  loans  payable  for
equipment  and  vehicles  and  inventory  totaling  $18,594   and
$284,980 at December 31, 2003 and 2002, respectively.

UNSECURED LINE OF CREDIT

      The  Company has a $2,000,000 unsecured line of credit with
Fleet Bank, none of which was utilized at December 31, 2003.  The
interest  rate  on this line of credit is prime.   This  line  of
credit expires on June 15, 2004.  The balance outstanding on this
line at December 31, 2002 was $2,000,000.

                              -52-


<PAGE>

NOTE 5 - LOANS AND MORTGAGES PAYABLE, (CONT'D.)

MORTGAGES PAYABLE

      The following is a summary of mortgages payable at December
31, 2003 and 2002:

                                    Interest
Property               Due Date       Rate        2003           2002
________                ________    ________    ________        ________

Allentown              12/01/11          6.36%  $5,576,541     $5,675,439
Cranberry Village      08/01/08          5.17%   2,242,222      2,309,000
D & R Village          05/01/08         4.625%   3,044,969      3,188,122
Fairview Manor         07/27/07          6.39%   3,859,421      3,960,632
Forest Park Village    08/01/08          5.17%   3,587,554      3,694,400
Heather Highlands      08/28/18     Prime+1/2%   3,439,939            -0-
Laurel Woods           10/10/06          6.38%   1,649,128      1,695,862
Port Royal Village     04/01/12          7.36%   5,282,636      5,330,337
Sandy Valley           03/01/04             7%   3,495,890      3,615,247
Waterfalls Village     01/01/08         4.625%   2,632,734      2,762,313
Various
  (4 properties)       12/01/05           7.5%   9,411,641     11,090,532
                                                __________     __________
      TOTAL MORTGAGES   PAYABLE                $44,222,675    $43,321,884
                                                ==========     ==========

      At December 31, 2003 and 2002, mortgages are collateralized
by  real  property  with  a  carrying value  of  $47,105,448  and
$40,409,176,  respectively, before accumulated  depreciation  and
amortization.  Interest costs amounting to $145,800 and  $162,600
and  $146,000  were  capitalized  during  2003,  2002  and  2001,
respectively, in connection with the Company's expansion program.

RECENT FINANCING

      On  June  20,  2002, the Company took down  the  additional
$1,500,000 on the Fairview Manor mortgage.  The total balance  of
$4,000,000  was  converted  to  a fixed  rate  mortgage  with  an
interest rate of 6.39%.  This mortgage is due July 27, 2007.

      On  March  28,  2002,  the Company  obtained  a  $5,362,500
mortgage with Prudential Mortgage Capital Company.  This mortgage
is at an interest rate of 7.36% for a ten-year term with a thirty
year  amortization schedule.  This loan is secured by Port  Royal
Village.

       Effective  January  1,  2003,  the  Company  extended  the
Waterfalls  Village mortgage for an additional five  years.   The
interest rate was reset to 4.625%.

      Effective May 1, 2003, the Company extended the D&R Village
mortgage  for  an additional five years.  The interest  rate  was
reset to 4.625%.

                              -53-


<PAGE>

NOTE 5 - LOANS AND MORTGAGES PAYABLE, (CONT'D.)

     On  August  28,  2003,  the Company  obtained  a  $3,500,000
mortgage  loan  with First National Community  Bank,  located  in
Dunmore,  PA.   This mortgage payable is due on August  28,  2018
with an interest rate of prime plus 1/2% (with a minimum rate  of
4 1/2 % and a maximum rate of 7 1/2%), for the first seven years.
Effective  August 28, 2010, the interest rate will be prime  plus
1%  (but  not more than 3% greater than the prime rate on  August
28, 2010).  This loan is secured by Heather Highlands Mobile Home
Park in Pittston, PA.

       Effective  October  1,  2003,  the  Company  extended  the
Cranberry  Village mortgage and the Forest Park Village  mortgage
to  August 1, 2008.  The interest rate was reset to a fixed  rate
of 5.17%.

     The  aggregate  principal payments of all mortgages  payable
are scheduled as follows:

     2004              $5,265,495
     2005               9,740,535
     2006               2,651,671
     2007               4,547,078
     2008               9,648,491
  Thereafter           12,369,405
                       __________

    Total             $44,222,675
                       ==========

NOTE 6 - EMPLOYEE STOCK OPTIONS

     On  August 14, 2003, the shareholders approved and  ratified
the  Company's 2003 Stock Option Plan (the 2003 Plan) authorizing
the grant to officers and key employees of options to purchase up
to 1,500,000 shares of common stock.  All options are exercisable
one  year from the date of grant.  The option price shall not  be
below the fair market value at date of grant.  If options granted
under  the  2003 Plan expire or terminate for any reason  without
having  been  exercised in full, the Shares subject to,  but  not
delivered   under,  such  options  shall  become  available   for
additional option grants under the 2003 Plan.  This Plan replaced
the  Company's  1994  Stock Option Plan which,  pursuant  to  its
terms, terminated December 31, 2003.

     The Company adopted the fair value recognition provisions of
SFAS  No.  123,  "Accounting  for Stock  Based  Compensation"  on
January 1, 2003.  During the year ended December 31, 2003, eleven
employees were granted 64,000 options.  The fair value  of  those
options  was  approximately $83,000 based  on  assumptions  noted
below and is being amortized over the 1-year vesting period.

     The fair value of each option grant is estimated on the date
of  grant  using the Black-Scholes option pricing model with  the
following  weighed-average assumptions used  for  grants  in  the
following years:


                         2003       2002        2001
                         _____      _____       _____

Dividend yield          6.14%      6.75%          8%
Expected                  19%        13%         25%
volatility
Risk-free Interest
  Rate                  3.91%      3.40%       4.29%
Expected lives              8          8           5



                              -54-



<PAGE>

NOTE 6 - EMPLOYEE STOCK OPTIONS, (CONT'D.)

      A summary of the status of the Company's stock option plans
as  of  December 31, 2003, 2002 and 2001 and changes  during  the
years then ended are as follows:

                       Weighted-           Weighted-            Weighted-
                       Average             Average               Average
                       Exercise            Exercise             Exercise
             Shares     Price     Shares    Price     Shares      Price
             ______    _______    _______  _______    _______    _______

Outstanding
  at Beginning
  of year     388,000  $10.28     440,200    $10.44    433,500   $10.45
Granted        64,000   15.75      68,000     12.73     62,700    10.49
Exercised   (115,000)   10.31    (39,700)     10.59   (14,000)    10.37
Expired      (31,000)   12.66    (80,500)     13.06   (42,000)    10.68
              _______             _______              _______
Outstanding
  at end of
  year        306,000   11.17     388,000     10.28    440,200    10.44
              =======             =======              =======
Options
  exercisable
  at end of
  year        242,000             320,000              377,500
              =======             =======              =======
Weighted-
  average
  fair
  value of
  options
  granted
  During
  the year                 1.30                 .35                1.18
                        =======             =======             =======

     The  following is a summary of stock options outstanding  as
of December 31, 2003:

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

01/05/95             2       75,000        8.25       01/05/05
09/28/99             2       10,000      8.8125       09/28/04
01/06/00             1       25,000      9.0625       01/06/05
07/17/00             4       22,000        8.50       07/17/05
01/02/01             1       25,000     10.3125       01/02/06
10/04/01             5       24,000       10.60       10/04/09
01/04/02             1       25,000       12.95       01/04/10
06/20/02            10       36,000       12.60       06/20/10
08/18/03             1       25,000*      16.92       08/18/11
08/25/03            10       39,000*      15.00       08/25/11
                           ________

                            306,000
                           ========
* Unexercisable

                              -55-


<PAGE>

NOTE 6 - EMPLOYEE STOCK OPTIONS, (CONT'D.)

     During  the  year ended December 31, 2003, eleven  employees
exercised their stock options and purchased 115,000 shares for  a
total  of $1,185,900.  During 2002, 13,000 shares for a total  of
$149,500  were exercised through the issuance of notes receivable
from  officers.  These notes receivable were at an interest  rate
of  5%,  mature on June 25, 2007 and were collateralized  by  the
underlying  common shares.  The balance of these notes receivable
at December 31, 2002 amounted to $92,000, collateralized by 8,000
shares.  These notes receivable were fully repaid at December 31,
2003.

     As  of  December  31,  2003,  there  were  1,436,000  shares
available for grant under the 2003 plan.

NOTE 7 - TREASURY STOCK

      During  the  year  ended December  31,  2002,  the  Company
purchased  46,000 shares, of its own stock for a  total  cost  of
$603,024.

NOTE 8 - 401(K) PLAN

      Any  full-time employees who are over 21 years old and have
completed one year of service (as defined) are eligible  for  the
Company's  401(k) Plan (Plan).  Under this Plan, an employee  may
elect  to defer his/her compensation (up to a maximum of $12,000,
annually adjusted) and have it contributed to the Plan.  Employer
contributions to the Plan are at the discretion of  the  Company.
During   2003,   2002  and  2001,  the  Company   made   matching
contributions  to  the  Plan of up to 50%  of  the  first  6%  of
employee  salary.  This amounted to $37,961, $42,411 and  $48,243
in 2003, 2002 and 2001, respectively.

NOTE 9 - RELATED PARTY TRANSACTIONS AND OTHER MATTERS

      The  Company  operates as part of a group of  three  public
companies  (all REITs) which includes the Company, Monmouth  Real
Estate   Investment  Corporation  (MREIC)  and  Monmouth  Capital
Corporation   (MCC),  (collectively  the  affiliated  companies).
Some  general  and administrative expenses are allocated  between
the  affiliated  companies  based on use  or  services  provided.
Allocations of salaries and benefits are made based on the amount
of the employees' time dedicated to each affiliated company.

      There  are  five  Directors of the  Company  who  are  also
Directors and shareholders of MREIC and there are seven Directors
of the Company who are also Directors and shareholders of MCC.

TRANSACTIONS WITH MONMOUTH REAL ESTATE INVESTMENT CORPORATION

      During 2003, 2002 and 2001, the Company purchased shares of
MREIC  common  stock primarily through its Dividend  Reinvestment
and  Stock Purchase Plan (See Note 4).  During 2003, the  Company
sold  50,000  shares of MREIC and recorded  a  gain  on  sale  of
$131,727.


                              -56-


<PAGE>

NOTE 9 - RELATED PARTY TRANSACTIONS AND OTHER MATTERS, (CONT'D.)

TRANSACTIONS WITH MONMOUTH CAPITAL CORPORATION AND SUBSIDIARY

      During 2003, 2002 and 2001, the Company purchased shares of
MCC  common stock primarily through its Dividend Reinvestment and
Stock Purchase Plan (See Note 4).

      Prior  to  April  1,  2001, MCC, through  its  wholly-owned
subsidiary  sold  and  financed the sales of manufactured  homes.
MCC  paid the Company market rent on sites where MCC had  a  home
for  sale.  Total site rental income from MCC amounted to $33,370
for the year ended December 31, 2001.

     Effective  April 1, 1996 through April 1, 2001,  MCC  leased
space from the Company to be used as sales lots, at market rates,
at  most  of  the  Company's communities.   Total  rental  income
relating  to these leases amounted to $38,370 for the year  ended
December 31, 2001.

     During 2001, the Company had approximately $49,000 of rental
homes that were sold to MCC at book value.

      During 2003, 2002 and 2001, the Company purchased from  MCC
at  its  cost,  4, 2 and 3 homes, respectively totaling  $78,195,
$43,181 and $47,953, respectively to be used as rental homes.  On
March 30, 2001, the Company also purchased at carrying value  all
of  the remaining inventory of MCC.  This amounted to $2,261,624.
The Company also assumed the inventory financing of $1,833,871.

      During 2003, the Company financed/refinanced certain  loans
on sales made by MCC to third parties.  The total amount financed
amounted to $307,746 during 2003.

      On October 23, 2003, the Company invested $1,000,000 in the
Convertible Debenture Private Placement Offering of MCC (the  MCC
Debenture).   The  MCC  Debenture pays  interest  at  8%  and  is
convertible  into 166,667 shares of Common Stock of  MCC  at  any
time  prior to redemption or maturity.  The MCC debenture is  due
in 2013.

SALARY, DIRECTORS', MANAGEMENT AND LEGAL FEES

      During  the years ended December 31, 2003, 2002  and  2001,
salary,  Directors' fees, legal fees and fringe benefits  to  Mr.
Eugene  W.  Landy and the law firm of Landy & Landy  amounted  to
$185,776, $167,276 and  $165,076,  respectively.

OTHER MATTERS

     The Company has employment agreements with certain executive
officers,  which  in addition to base compensation,  bonuses  and
fringe benefits, provides for specified retirement benefits.  The
Company  has  accrued  these  benefits  over  the  terms  of  the
agreements.     Amounts  accrued  under  these  agreements   were
$780,058   and   $817,058  at  December  31,   2003   and   2002,
respectively.


                              -57-

<PAGE>

NOTE 9 - RELATED PARTY TRANSACTIONS AND OTHER MATTERS, (CONT'D.)

      In  August, 1999, the Company entered into a lease for  its
corporate  offices.  The lease is for a five-year term at  market
rates   with  monthly  lease  payments  of  $12,000,   plus   its
proportionate  share  of  real  estate  taxes  and  common   area
maintenance.  The  lessor of the property  is  owned  by  certain
officers  and  directors of the Company.  The lease payments  and
the resultant lease term commenced on May 1, 2000.  Approximately
50%   of   the  monthly  lease  payment  of  $12,000,  plus   its
proportionate  share  of  real  estate  taxes  and  common   area
maintenance is reimbursed by other related entities utilizing the
leased space (MREIC and MCC).

NOTE 10 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

      The  Company has a Dividend Reinvestment and Stock Purchase
Plan  (DRIP).   Under  the  terms of the DRIP,  shareholders  who
participate  may  reinvest  all or part  of  their  dividends  in
additional  shares  of the Company at approximately  95%  of  the
market  price.  Shareholders may also purchase additional  shares
at  approximately  95% of their market price by  making  optional
cash  payments.  Generally, dividend reinvestments and  purchases
of  shares are made quarterly on March 15, June 15, September  15
and December 15.

      Effective  June 24, 1998, the Company amended the  Dividend
Reinvestment  and  Stock  Purchase Plan.   Shareholders  were  no
longer able to purchase additional shares by making optional cash
payments.  The dividend reinvestment feature of the Plan remained
unchanged.

     On   March  19,  2003,  the  Company  amended  the  Dividend
Reinvestment  and  Stock  Purchase Plan to  provide  for  monthly
optional cash payments of not less than $500 per payment nor more
than $1,000 unless a request for waiver has been accepted by  the
Company.

     Amounts   received,   including  dividends   reinvested   of
$1,744,096, $1,654,949 and $1,686,031, respectively,  and  shares
issued  in connection with the DRIP for the years ended  December
31, 2003, 2002 and 2001 were as follows:

                            2003         2002          2001
Amounts
Received/Dividends
  Reinvested              $5,729,083   $1,654,949     $1,686,031
Number of Share Issued       378,380      135,418        163,491

NOTE 11 - DISTRIBUTIONS

      The  following  gross  distributions,  including  dividends
reinvested,  were  paid to shareholders during  the  three  years
ended December 31, 2003, 2002 and 2001:

                     2003                  2002                2001
                           Per                    Per                Per
Quater Ended   Amount     Share     Amount       Share    Amount    Share
              _______    _______   _______     _______    _______  _______

March 31     $1,710,236  $  .2225  $1,602,74    $.2125  $1,442,387  $.1950

June 30       1,742,618     .2250   1,705,309    .2150   1,466,787   .1975

September 30  1,797,855     .2275   1,581,064    .2175   1,494,309   .2000

December 31   1,867,392     .2300   1,679,176    .2200   1,577,057   .2100

              _________    _______  _________    ______  _________  ______

             $7,118,101  $  .9050  $6,568,295   $.8650  $5,980,540  $.8025

              =========  ========   =========   ======   =========  ======


                              -58-

<PAGE>

NOTE 11 - DISTRIBUTIONS, (CONT'D.)

      For the years ended December 31, 2003, 2002 and 2001, total
distributions  paid  by  the Company amounted  to  $7,118,101  or
$.9050  per share, $6,568,295 or $.8650 per share, and $5,980,540
or  $.8025 per share, respectively.  These amounts do not include
the  discount on shares purchased through the Company's  Dividend
Reinvestment and Stock Purchase Plan.

NOTE 12 - FEDERAL INCOME TAXES

      The  Company elected to be taxed as a REIT.  As the Company
has  distributed  all of its income currently, no  provision  has
been  made for Federal income or excise taxes for the years ended
December  31,  2003, 2002 and 2001.  For the year ended  December
31,  2003,  S&F has accrued $50,000 in federal and  state  income
taxes  which  has  been  included in general  and  administrative
expenses.

NOTE 13 - CONTINGENCIES AND LEGAL MATTERS

     The  Company  is under an investigation by the Environmental
Protection  Agency  regarding  its operation  of  its  wastewater
treatment  facility  at one community.  The Company's  wastewater
treatment  facilities  are  operated by  licensed  operators  and
supervised  by  a  professional engineer.   Management  does  not
believe  that this matter will have a material adverse effect  on
its business, assets, or results of operations.

     The  Company  is  subject to claims and  litigation  in  the
ordinary  course of business.  Management does not  believe  that
any  such claim or litigation will have a material adverse effect
on the business, assets, or results of operations of the Company.

NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  Company  is  required to disclose  certain  information
about  fair values of financial instruments, as defined  in  SFAS
No. 107, "Disclosures About Fair Value of Financial Instruments".

Limitations

      Estimates  of  fair value are made at a specific  point  in
time,  based  upon, where available, relevant market  prices  and
information  about the financial instrument.  Such  estimates  do
not  include  any  premium or discount  that  could  result  from
offering for sale at one time the Company's entire holdings of  a
particular  financial instrument. All of the Company's securities
available  for  sale have quoted market prices.  However,  for  a
portion  of the Company's other financial instruments, no  quoted
market  value  exists.  Therefore, estimates of  fair  value  are
necessarily based on a number of significant assumptions (many of
which  involve  events outside the control of management).   Such
assumptions  include assessments of current economic  conditions,
perceived  risks associated with these financial instruments  and
their  counterparties, future expected loss experience and  other
factors.   Given the uncertainties surrounding these assumptions,
the reported fair values represent estimates only and, therefore,
cannot  be compared to the historical accounting model.   Use  of
different  assumptions or methodologies is likely  to  result  in
significantly different fair value estimates.

                              -59-

<PAGE>

NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS, (CONT'D.)


          The  fair value of cash and cash equivalents and  notes
receivables approximates their current carrying amounts since all
such  items  are  short-term  in  nature.   The  fair  value   of
securities available for sale is based upon quoted market values.
The  fair  value  of  variable rate mortgages payable  and  loans
payable  approximate their current carrying  amounts  since  such
amounts  payable are at approximately a weighted-average  current
market  rate of interest.  For 2003, the fair and carrying  value
of  fixed  rate  mortgages payable amounted  to  $41,157,177  and
$40,782,736,  respectively.   For 2002,  the  fair  and  carrying
values  of  fixed rate mortgages payable amounted to  $43,543,545
and  $43,321,884,  respectively.   The fair  value  of  mortgages
payable  is  based upon discounted cash flows at  current  market
rates for instruments with similar remaining terms.

NOTE 15 - SUPPLEMENTAL CASH FLOW AND COMPREHENSIVE INCOME
           INFORMATION

     Cash paid during the years ended December 31, 2003, 2002 and
2001  for  interest  was $3,336,290, $3,476,935  and  $2,971,894,
respectively.

      During  the years ended December 31, 2003, 2002  and  2001,
land  development  costs  of  $894,057,  $697,627  and  $954,585,
respectively   were  transferred  to  investment   property   and
equipment and placed in service.

     During the years ended December 31, 2003, 2002 and 2001, the
Company had dividend reinvestments of $1,744,096, $1,654,949  and
$1,686,031, respectively which required no cash transfers.

The  following  are the reclassification adjustments  related  to
securities  available  for sale included in  Other  Comprehensive
Income:
                               2003         2002          2001
                               ____         ____          ____
Unrealized holding gains
  arising during the year   $4,018,490   1,242,378      $4,562,120

Less: reclassification
  adjustment for gains
  realized in income        (2,698,724)   (794,950)      (530,324)
                             _________     ________       ________


Net unrealized gains        $1,319,766     $447,428     $4,031,796

                            ==========     =========    ==========

NOTE 16 - SUBSEQUENT EVENTS

      On March 1, 2004, the Company acquired Bishop's Mobile Home
Court  and  Whispering  Pines Community,  in  Somerset  Township,
Pennsylvania.   Bishop's Mobile Home Court is an existing  family
community  consisting of 124 sites, located  next  to  Whispering
Pines  Community,  a  55-and-older  community  consisting  of  15
existing  home  sites and an additional 60 acres  for  expansion.
The  Company  will rename Bishop's Mobile Home Court as  Somerset
Estates.   The total purchase price was approximately $3,500,000.
The  Company  obtained a $2,000,000 mortgage with Somerset  Trust
Company which matures on February 26, 2019.  The interest rate is
fixed  at 5.25% for three years and is adjusted every three years
based upon the three-year Treasury rate plus 3.25%.


                              -60-

<PAGE>

                    UNITED MOBILE HOMES, INC.
                          SCHEDULE III
            REAL ESTATE AND ACCUMULATED DEPRECIATION
                        DECEMBER 31, 2003

<TABLE>
<CAPTION>
<S>            <C>             <C>        <C>           <C>
  Column A      Column B                   Column C        Column D
                                         Initial Cost
                                         Site, Land &   Capitalization
                                           Building     Subsequent to
Description   Encumbrances       Land    Improvements    Acquisition

________      ________        ________      ________        ________

Memphis, TN      5,576,541      250,000     2,569,101       1,381,338
Greenfield
  Center,NY            -0-        37,500      232,547       2,280,765
Vineland, NJ               (3)   320,000    1,866,323         859,405
Duncansville PA        -0-        60,774      378,093         518,978
Cranberry
  Township, PA   2,242,222       181,930    1,922,931         284,296
Clifton
  Park, NY       3,044,969       391,724      704,021       1,213,716
Apollo, PA             -0-       670,000    1,336,600         783,027
Cranberry
  Township, PA   3,587,554        75,000      977,225       1,155,274
Millville, NJ    3,859,421       216,000    1,166,517       4,590,478
Kutztown, PA           -0-       145,000    1,695,041       4,615,674
Inkerman, PA     3,439,939       572,500    2,151,569       2,682,705
Monticello, NY         -0-       235,600    1,402,572       1,955,031
Navarre, OH            -0-       290,000    1,457,673         777,904
Cresson, PA      1,649,128       432,700    2,070,426         268,100
Memphis, TN            -0-        78,435      810,477       1,483,001
West Grove, PA            (3)    175,000      990,515         943,718
Carlisle, PA           -0-        37,540      198,321       1,055,360
Belle
  Vernon, PA     5,282,636       150,000    2,491,796       2,901,503
Marion, OH             -0-       236,000      785,293       2,405,907
Athens, OH             -0-        67,000    1,326,800         257,311
Magnolia, OH     3,495,890       270,000    1,941,430       1,821,429
Jackson, NJ                (3)   100,095      602,820       1,289,561
Hamburg, NY      2,632,734       424,000    3,812,000         243,735
West Monroe, NY        -0-        77,000      841,000         225,199
Eatontown, NJ              (3)   157,421      280,749         206,397
Caledonia, OH                    260,000    1,753,206         611,997
                  ________      ________    _________        ________

                34,811,034    $5,911,219  $35,765,046     $36,811,809
                               =========    =========       =========
   Various       9,411,641 (3)

                  ________

               $44,222,675
                ==========
</TABLE>


                              -61A-

<PAGE>

                    UNITED MOBILE HOMES, INC.
                          SCHEDULE III
            REAL ESTATE AND ACCUMULATED DEPRECIATION
                        DECEMBER 31, 2003


 <TABLE>
<CAPTION>
<S>             <C>          <C>           <C>          <C>
  Column A                 Column E (1) (2)               Column F (1)
                   Gross Amount at Which Carried at
                               12/31/03
                             Site, Land &
                                 Building                  Accumulated
Description       Land        Improvements     Total       Depreciation
___________      _______      ___________      ______       __________

Memphis, TN        250,000       3,950,439     4,200,439     2,923,121
Greenfield
  Center, NY       122,865       2,427,947     2,550,812     1,155,342
Vineland, NJ       408,206       2,637,522     3,045,728     1,952,876
Duncansville PA     60,774         897,071       957,845       593,224
Cranberry
  Township, PA     181,930       2,207,227     2,389,157     1,818,226
Clifton
  Park, NY         391,724       1,917,737     2,309,461     1,057,064
Apollo, PA         670,000       2,119,627     2,789,627       628,621
Cranberry
 Township, PA       75,000       2,132,499     2,207,499     1,737,443
Millville, NJ      631,137       5,341,858     5,972,995     1,927,628
Kutztown, PA       404,239       6,051,476     6,455,715     1,711,316
Inkerman, PA       572,500       4,834,274     5,406,774     1,607,714
Monticello,NY      318,472       3,274,731     3,593,203     1,459,140
Navarre, OH        290,000       2,235,577     2,525,577     1,223,537
Cresson, PA        432,700       2,338,526     2,771,226       181,026
Memphis, TN         78,435       2,293,478     2,371,913     1,369,663
West Grove, PA     175,000       1,934,233     2,109,233     1,491,330
Carlisle, PA       145,473       1,145,748     1,291,221       742,511
Belle
  Vernon, PA       150,000       5,393,299     5,543,299     3,294,815
Marion, OH         236,000       3,191,200     3,427,200     1,339,964
Athens, OH          67,000       1,584,111     1,651,111       414,091
Magnolia, OH       270,000       3,762,859     4,032,859     2,403,091
Jackson, NJ        100,095       1,892,381     1,992,476     1,526,910
Hamburg, NY        424,000       4,055,735     4,479,735       871,137
West Monroe, NY     77,000       1,066,199     1,143,199        23,583
Eatontown, NJ      135,421         509,146       644,567       379,648
Caledonia, OH      260,000       2,365,203     2,625,203       611,295
                 _________       _________     _________     _________


                 6,927,971     $71,560,103   $78,488,074   $34,444,316
                 =========       =========     =========    ==========
</TABLE>


                              -61B-

<PAGE>
                    UNITED MOBILE HOMES, INC.
                          SCHEDULE III
            REAL ESTATE AND ACCUMULATED DEPRECIATION
                        DECEMBER 31, 2003

<TABLE>
<CAPTION>
<S>                  <C>             <C>              <C>
Column A              Column G        Column H        Column I
________              ________        ________        ________

                       Date of          Date         Depreciable
Description         Construction      Acquired          Life
___________         ____________      ________       ___________

Memphis, TN         prior to 1980       1986        3 to 27.5
Greenfield          prior to 1970       1977        3 to 27.5
  Center, NY
Vineland, NJ             1973           1986        3 to 27.5
Duncansville, PA        1961            1979        3 to 27.5
Cranberry                1974           1986        5 to 27.5
  Township, PA
Clifton Park, NY         1972           1978        3 to 27.5
Apollo, PA          prior to 1980       1995        5 to 27.5
Cranberry           prior to 1980       1982        3 to 27.5
  Township, PA
Millville, NJ       prior to 1980       1985        3 to 27.5
Kutztown, PA             1971           1979        5 to 27.5
Inkerman, PA             1970           1992        5 to 27.5
Monticello, NY           1972           1988        5 to 27.5
Navarre, OH         prior to 1980       1987        5 to 27.5
Cresson, PA         prior to 1980       2001        5 to 27.5
Memphis, TN              1955           1985        3 to 27.5
West Grove, PA           1971           1974        5 to 27.5
Carlisle, PA             1961           1969        3 to 27.5
Belle Vernon, PA         1973           1983        3 to 27.5
Marion, OH               1950           1986        3 to 27.5
Athens, OH          prior to 1980       1996        5 to 27.5
Magnolia, OH        prior to 1980       1985        5 to 27.5
Jackson, NJ              1969           1969        3 to 27.5
Hamburg, NY         prior to 1980       1997        5 to 27.5
West Monroe, NY     prior to 1980       2003        5 to 27.5
Eatontown, NJ            1964           1978        3 to 27.5
Caledonia, OH       prior to 1980       1996        5 to 27.5
</TABLE>




                              -61C-


<TABLE>
<CAPTION>
<S>                          <C>           <C>             <C>
                                /----------FIXED ASSETS-----------/
(1)  Reconciliation:          12/31/03       12/31/02        12/31/01

    Balance - Beginning
     of Year                $74,820,899    $73,015,447       $68,265,859
                             __________     __________        __________
    Additions:
    Acquisitions                918,000            -0-         2,503,126
    Improvements              3,220,960      2,952,693         2,710,384
    Depreciation                    -0-            -0-               -0-
                             __________     __________        __________

      Total Additions         4,138,960      2,952,693         5,213,510
                             __________     __________        __________

    Deletions                   471,785      1,147,241           463,922
                             __________     __________        __________

    Balance - End of Year   $78,488,074    $74,820,899       $73,015,447
                             ==========     ==========        ==========
</TABLE>

<TABLE>
<CAPTION>
<S>                       <C>             <C>            <C>
                               /-----ACCUMULATED DEPRECIATION-----/
   Reconciliation:          12/31/03        12/31/02        12/31/01

   Balance - Beginning
     of Year                $32,073,978    $29,763,492     $  27,526,792
                             __________     __________        __________

   Additions:
   Acquisitions                     -0-            -0-               -0-
   Improvements                     -0-            -0-               -0-
   Depreciation               2,494,445      2,433,867         2,360,623
                             __________     __________        __________

     Total Additions          2,494,445      2,433,867         2,360,623
                             __________     __________        __________

   Deletions                    124,107        123,381           123,923
                             __________     __________        __________

   Balance - End of Year    $34,444,316    $32,073,978     $  29,763,492
                             ==========     ==========        ==========
</TABLE>

(2)  The aggregate cost for Federal tax purposes approximates
historical cost.

(3)  Represents one mortgage note payable secured by four
properties.


                              -61D-



<PAGE>

                           SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  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.
                                   UNITED MOBILE HOMES, INC.


                                   BY:  /s/Eugene W. Landy
                                        EUGENE W. LANDY
                                        Chief Executive Officer
Dated:        March  8, 2004

Pursuant  to the requirements of the Securities and Exchange  Act
of  1934, this report has been duly signed below by the following
persons on behalf of the registrant and in the capacities and  on
the date indicated.
                      Title                 Date

/s/Eugene W. Landy    Chief Executive       March  8, 2004
EUGENE W. LANDY       Officer and
                      Director

/s/Samuel A. Landy    President and         March  8, 2004
SAMUEL A. LANDY       Director

/s/Anna T. Chew       Vice President and    March  8, 2004
ANNA T. CHEW          Chief Financial
                      Officer
                      and Director

/s/Ernest V.          Secretary/Treasurer   March  8, 2004
Bencivenga            and
ERNEST V. BENCIVENGA  Director

/s/Charles P.         Director              March  8, 2004
Kaempffer
CHARLES P. KAEMPFFER

/s/James Mitchell     Director              March  8, 2004
JAMES MITCHELL

/s/Richard H. Molke   Director              March  8, 2004
RICHARD H. MOLKE

/s/Eugene Rothenberg  Director              March  8, 2004
EUGENE ROTHENBERG

/s/Robert G. Sampson  Director              March  8, 2004
ROBERT G. SAMPSON



                              -62-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>3
<FILENAME>employmentagreement.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>


                    UNITED MOBILE HOMES, INC.

                      EMPLOYMENT AGREEMENT


     This  Employment Agreement (the "Employment  Agreement")  is
made  and  entered  into this 8th day of January,  2003,  by  and
between UNITED MOBILE HOMES, INC., a New Jersey corporation  (the
"Company") and ANNA T. CHEW, an individual ("Employee").

                      W I T N E S S E T H:

WHEREAS,  the  Company desires to employ Employee,  and  Employee
desires  to be employed by the Company upon the terms and subject
to the conditions set forth in this Employment Agreement.

NOW,   THEREFORE,  in  consideration  of  the  mutual   covenants
contained  herein and for other good and valuable  consideration,
the  receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

Section  1.     Employment.  The Company hereby employs Employee,
and Employee hereby accepts employment with the Company, upon the
terms  and subject to the conditions set forth in this Employment
Agreement.

Section  2.     Description of Employment.  Employee is  employed
as Vice President of the Company.  It is agreed that Employee may
also  serve  as  an  officer of Monmouth Real  Estate  Investment
Corporation and of Monmouth Capital Corporation.

Section  3.     Term of Employment.  Unless sooner terminated  in
accordance  with  the  provisions  hereof,  the  term   of   this
Employment  Agreement shall be for a three-year period commencing
January  1,  2003 and terminating December 31, 2005.  Thereafter,
the  term  of  this  Employment Agreement shall be  automatically
renewed and extended for successive one-year periods except  that
either  party  may,  at  least ninety (90)  days  prior  to  such
expiration  date or any anniversary thereof, give written  notice
to the other party electing that this Employment Agreement not be
renewed  or  extended,  in which event this Employment  Agreement
shall  expire  as  of  the expiration date or  anniversary  date,
respectively.  In the event of a merger of the Company,  sale  or
change  of  control, Employee shall have the right to extend  and
renew this Employment Agreement so that the expiration date  will
be  three  years  from  the date of merger,  sale  or  change  of
control.

Section  4.     Place of Employment.  Employee's principal  place
of  employment shall be located at such offices of the Company in
central  New Jersey as the Board of Directors may, from  time  to
time, determine.

Section 5.     Compensation.  As compensation for all services to
be  rendered  by  Employee under this Employment  Agreement,  the
Company shall pay to Employee a base salary of $177,200 for  2003
with an increase of 10% per year thereafter.

                                1

<PAGE>

     Said  base  salaries  are to be paid in such  intervals  (at
least  monthly) as salaries are paid generally to other executive
officers of the Company.  Any bonus will be at the discretion  of
the President.

     As  compensation on severance of employment for any  reason,
including death, Employee shall be entitled to the payment of one
year's   salary.   The  employee  shall  purchase  a   disability
insurance policy so that in the event of disability exceeding six
months,  the employee will receive lost wages from the disability
policy.

      Employee  shall  also  receive an annual  stock  option  to
purchase 10,000 shares of United Mobile Homes, Inc.

Section  6.      Benefits.   Employee shall  participate  in  all
health,  dental, insurance and similar plans of the  Company  and
shall also be eligible to participate in the Company's 401(k)  or
other  Plan  established  by  the  Company.   Employee  shall  be
entitled  to  four  (4) weeks vacation and the same  holidays  as
provided  for  the  other  members of  the  staff.   The  Company
provides  the 401(k) Plan in lieu of pension, severance or  other
benefits (except such benefits as specifically provided  in  this
agreement).

Section  7.      Review  of Performance.  The  President  of  the
Company  may  annually  review and evaluate  the  performance  of
Employee under this Employment Agreement with Employee.

Section  8.      Termination.  This Employment Agreement  may  be
terminated by the Company at any time by reason of the  death  or
disability of Employee or for cause.  A termination with  "cause"
shall  mean a termination of this Employment Agreement by  reason
of  a  good faith determination by the Board of Directors of  the
Company  that  Employee (i) failed to substantially  perform  his
duties  with the Company (if not due to death or disability),  or
(ii)  has  engaged  in  conduct, the consequences  of  which  are
materially  adverse  to  the Company,  monetarily  or  otherwise.
"Disability"  shall mean a physical or mental illness  which,  in
the  judgment of the Company after consultation with the licensed
physician  attending the Employee, impairs Employee's ability  to
substantially perform his duties under this Employment  Agreement
as  an  employee,  and as a result of which he  shall  have  been
absent from his duties with the Company on a full time basis  for
six (6) consecutive months.

     The termination provisions shall not, in any way, affect the
disability benefits provided for in this Employment Agreement.

Section  9.     Indemnification and Attorneys Fees.  The  Company
agrees  to  indemnify  the Employee in  either  his  capacity  as
Employee  or as a Director of the Company.  The Company will  pay
all attorneys fees and costs to defend the Employee from any such
lawsuits.

Section  10.     Notices.   For the purpose  of  this  Employment
Agreement, notices and all other communications provided  for  in
this Employment Agreement shall be in writing and shall be deemed
to  have  been duly given when personally delivered  or  sent  by
certified mail, return receipt requested, postage prepaid, or  by
expedited  (overnight)  courier  with  an  established   national
reputation,   shipping prepaid or billed to  sender,   in  either
case addressed to the  address

                                2
<PAGE>

last  given by each party to the other (provided that all notices
to the Company shall be directed to the attention of the Board of
Directors  of  the  Company with a copy to the Secretary  of  the
Company)  or  to  such  other address as either  party  may  have
furnished to the other in writing in accordance herewith.

Section  11.    Successors.  This Employment Agreement  shall  be
binding on the Company and any successor to any of its businesses
or assets.

Section  12.    Binding Effect.  This Employment Agreement  shall
insure  to  the  benefit  of  and be  enforceable  by  Employee's
personal  and  legal representatives, executors,  administrators,
successors, heirs, distributees, devisees and legatees.

Section  13.     Modification and Waiver.  No provision  of  this
Employment Agreement may be modified, waived or discharged unless
such  waiver, modification or discharge is agreed to  in  writing
and  signed  by Employee and such officer as may be  specifically
designated by the Board of Directors of the Company.   No  waiver
by  either  party hereto at any time of any breach by  the  other
party  hereto of, or compliance with, any condition or  provision
of  this Employment Agreement to be performed by such other party
shall  be deemed a waiver of similar or dissimilar provisions  or
conditions at the same or at any prior or subsequent time.

Section  14.     Headings.   Headings  used  in  this  Employment
Agreement  are  for convenience only and shall  not  be  used  to
interpret its provisions.

Section  15.     Waiver  of Breach.  The  waiver  of  either  the
Company  or  Employee  of  a  breach of  any  provision  of  this
Employment  Agreement  shall not operate or  be  construed  as  a
waiver  of  any  subsequent  breach  by  either  the  Company  or
Employee.

Section  16.    Amendments.  No amendments or variations  of  the
terms  and conditions of this Employment Agreement shall be valid
unless  the  same is in writing and signed by all of the  parties
hereto.

Section  17.    Severability.  The invalidity or unenforceability
of  any provision of this Employment Agreement, whether in  whole
or  in  part,  shall  not in any way affect the  validity  and/or
enforceability  of  any  other provision herein  contained.   Any
invalid  or unenforceable provision shall be deemed severable  to
the  extent  of  any  such invalidity or enforceability.   It  is
expressly  understood  and agreed that,  while  the  Company  and
Employee  consider the restrictions contained in this  Employment
Agreement  reasonable  for  the purpose  of  preserving  for  the
Company  the  good will, other proprietary rights and  intangible
business  value of the company if a final judicial  determination
is made by a court having jurisdiction that the time or territory
or  any  other restriction contained in this Employment Agreement
is   an   unreasonable  or  otherwise  unenforceable  restriction
`against  Employee, the provisions of such clause  shall  not  be
rendered void but shall be deemed amended to apply as to  maximum
time  and  territory and to such other extent as such  court  may
judicially determine or indicate to be reasonable.

Section 18.    Governing Law.  This Employment Agreement shall be
construed and enforced pursuant to the laws of the State  of  New
Jersey.

                                3
<PAGE>

Section 19.    Binding Arbitration and Damages Limitation.  It is
expressly agreed by all parties to this contract that any dispute
between  the  parties  will be determined by binding  arbitration
performed   under   the   rules  of   The  American   Arbitration
Association.   It is expressly agreed that in no  event  can  the
Employee seek damages exceeding the greater of the dollar  amount
of salary and benefits from the time of the dispute to the end of
the   contract  employment  period;  or  one  year's  pay.   This
provision  applies to any and all claims arising from  Employee's
employment  except  for  matters solely and  directly  caused  by
workers compensation insurance.

IN  WITNESS  WHEREOF,  this Employment Agreement  has  been  duly
executed  by the Company and Employee as of the date first  above
written.

                              UNITED MOBILE HOMES, INC.

WITNESS:
                              By /s/    Samuel A. Landy
                                        Samuel A. Landy
/s/ Maryanne Stoughton                  President

                              By /s/    Anna T. Chew
                                        Anna T. Chew
WITNESS:                                Employee

/s/ Maryanne Stoughton







                                4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>4
<FILENAME>codeofconduct.txt
<DESCRIPTION>CODE OF CONDUCT
<TEXT>



                  UNITED MOBILE HOMES, INC.

             CODE OF BUSINESS CONDUCT AND ETHICS

Purpose and Scope

                This  Code  of Business Conduct  and  Ethics
("Code")  is intended to document the principles of  conduct
and  ethics  to be followed by the directors,  officers  and
employees  of  United  Mobile  Homes,  Inc.  (the  Company),
including  its  principal executive  officer  and  principal
financial officer.  Its purpose is to:

  -          Promote  honest and ethical conduct,  including
    the ethical handling of actual or apparent conflicts  of
    interest     between    personal    and     professional
    relationships;

  -           Promote  full,  fair,  accurate,  timely,  and
    understandable   disclosure  in  the  periodic   reports
    required to be filed by the Company;

  -          Promote compliance with applicable governmental
    rules and regulations;

  -          Provide  guidance  to directors,  officers  and
    employees  to help them recognize and deal with  ethical
    issues;

  -          Provide mechanisms to report unethical conduct;
    and,

  -           Help   foster   a  culture  of   honesty   and
    accountability.

                The  Company will expect all its  directors,
officers  and  employees to comply at  all  times  with  the
principles  in  this Code. A violation of this  Code  by  an
employee  is  grounds  for disciplinary  action  up  to  and
including  discharge  and  possible  legal  prosecution.  In
addition,  employees should refer to the Company's "Employee
Policies  and Procedures Manual" for more detailed operating
procedures in which employees must also comply.

Fair Dealing

               Each employee will, at all times, deal fairly
with  the  Company's customers, suppliers,  competitors  and
employees.   While  we expect our employees  to  make  every
effort  to  advance the interests of the Company, we  expect
them  to  do  so  in  a manner that is consistent  with  the
highest standards of integrity and ethical dealing.

                No  employee is to take unfair advantage  of
anyone   through   manipulation,   concealment,   abuse   of
privileged information, misrepresentation of facts,  or  any
other  unfair-dealing practice.  Employees should not accept
gifts  or  personal favors that could in any way, influence,
or  appear to influence, business decisions in favor of  any
organization who whom or with which the Company has,  or  is
likely  to  have,  business dealings.  Similarly,  employees
must not accept any other preferential treatment under these
circumstances because their position with the Company  might
be  inclined  to,  or  be perceived  to,  place  them  under
obligation.

                              1


<PAGE>

       The Company is an equal opportunity employer and does
not  discriminate  on  the  basis  of  race,  color,  creed,
national origin, religion, sex, sexual orientation,  marital
status,  age or non-disqualifying disability.  The Company's
commitment  to equal opportunity extends to all  aspects  of
the    employment   relationship,   including   advertising,
recruitment,  hiring,  compensation,  benefits,   promotion,
transfer, layoffs, termination and discipline

       The  Company is committed to an environment  that  is
free from physical, psychological or verbal harassment based
on   race,   sex,  national  original,  or  other  protected
characteristics.   Harassment can assume  many  forms.   For
example,  the  Equal Opportunity Employment  Commission  has
defined  sexual  harassment  to  include  unwelcome   sexual
advances,  requests for sexual favors, and other  verbal  or
physical   conduct  of  a  sexual  nature  that  alters   an
employee's  work  environment  or  employment  status.   The
Company  will  not  tolerate harassment  of  its  employees.
Employees who engage in harassment are subject to discipline
and possibly discharge.

Compliance with Laws, Rules and Regulations

        Employees are expected at all times to comply in all
  material  respects  with all applicable  laws,  rules  and
  regulations.   These  laws,  rules  and  regulations   may
  sometimes  be  ambiguous and difficult to  interpret.   If
  there  are  any  questions, employees should  seek  advice
  from their supervisor or from the general counsel.

        Directors,  officers and employees are  required  to
  comply  with  the  Company's Policy  Regarding  Non-Public
  Information,  and  with all other policies  applicable  to
  them that are adopted by the Company from time to time.

        Senior  management must be informed at all times  of
  matters  which  might adversely affect the  reputation  of
  the   Company,   regardless  of   the   source   of   such
  information,   including   governmental   and   regulatory
  agencies.   All  employees must cooperate fully  with  the
  Company's independent auditors, regulators and attorneys.

        All  employees  must also cooperate fully  with  the
  people  responsible for preparing reports filed  with  the
  Securities   and  Exchange  Commission   and   all   other
  materials that are made available to the investing  public
  to  make sure those people are aware in a timely manner of
  all  information that might have to be disclosed in  those
  reports  or other materials or that might affect  the  way
  in which information is disclosed in them.

       The  Company's accounting records are relied upon  to
  produce    reports    for   the   Company's    management,
  shareholders,   creditors,  governmental   agencies,   and
  others.   All  Company  accounting  records,  as  well  as
  reports produced from those records, must be kept and

                              2

  <PAGE>

  presented  in accordance with the laws of each  applicable
  jurisdiction,  and must accurately and fairly  reflect  in
  reasonable   detail  the  Company's  assets,  liabilities,
  revenues and expenses.  As Company employees, we all  have
  the  responsibility to ensure that false or  intentionally
  misleading  entries are not made in the Company accounting
  records.      We     must    not    permit     intentional
  misclassification  of  transactions  as  to  accounts   or
  accounting  periods.  All transactions shall be  supported
  by  accurate documentation in reasonable detail,  recorded
  in  the  proper  account  and  in  the  proper  accounting
  period.

Confidentiality

          United  Mobile  Homes,  Inc.  is  a  publicly-held
company.   As  such,  we must disclose accurate  information
about  our operations on a timely basis.  The Company  seeks
to  minimize  the risk that certain investors  or  employees
take  unfair  advantage by trading while  in  possession  of
information  not  yet  released to the  public.   Directors,
officers and employees must maintain the confidentiality  of
all  information  entrusted to them by the  Company  or  its
customers  that  is treated by them as confidential,  except
when  disclosure  is  authorized by the Company  or  legally
mandated.

        Confidential  information includes  all  information
that  may  be of use to the Company's competitors,  or  that
could  be  harmful  to  the Company  or  its  customers,  if
disclosed.

         Directors, officers and employees will comply  with
all  confidentiality policies adopted by  the  Company  from
time  to  time,  and  with  confidentiality  provisions   in
agreements to which they or the Company are parties.

Securities Trading

         Section  10 (b) of the Securities Exchange  Act  of
1934 and the rule 10b-5 of the Act make it unlawful for  any
person  directly  or  indirectly,  in  connection  with  the
purchase  or sale of any security to (1) employ any  device,
scheme or trick to defraud, or (2) make any untrue statement
of  a  material fact or to omit to state a material fact  in
order  to  make the statements made not misleading,  or  (3)
engage  in  any  act, practice or course of  business  which
operates  or  would operate as a fraud or  deceit  upon  any
person.  Beyond  the requirements of the  law,  the  Company
endeavors   to   preserve  a  fair   marketplace   for   its
shareholders.

Insider Trading

         Insider trading is a serious crime. The offense may
occur  when,  for example, a person trades  stock  while  in
possession  of  material  nonpublic  information  about  the
Company.   Information is "material" if it would affect  the
average person's decision to buy, sell or hold the stock  of
the  Company.  Information is nonpublic if it has  not  been
released to the investing public, or if the investing public
has  not  had sufficient time to absorb the details  of  the
information.  If  you  are  aware  of  material  information
relating to the Company that has not been publicly

                              3

<PAGE>

disseminated  for at least two full business days,  you  are
prohibited  from purchasing or selling securities,  directly
or  indirectly, and you are prohibited from disclosing  such
information  to any other person so that they may  trade  in
the  stock.  Do  not trade on the basis of any  confidential
information whether the information relates to United Mobile
Homes,  Inc.,  a customer or any other entity  contemplating
doing  business  with or currently doing business  with  the
Company  or  whether you become aware of the information  at
your job, or outside of your normal working environment.

Designated Insiders

         Directors   and  senior  officers  are   considered
"designated insiders" and the spouses or other associates of
such  persons  are subject to special trading  restrictions.
 Associates include immediate family members and anyone else
living  in  the same household.  "Designated insiders"  must
pre-clear  all  trades  with  the  Vice  President  of   the
Company.   "Designated insiders" include all Directors,  the
Chairman, President, Vice President and Secretary/Treasurer.

SEC Reporting Obligations

         Directors  and  senior officers are  designated  as
"insiders" for purposes of Section 16 reporting obligations,
and   any  ten  percent  shareholders  are  subject  to  two
additional  requirements. The first  is  the  "short  swing"
profit  rule.   Except for certain exempt transactions,  any
profit deriving from a purchase and sale (or vice-versa)  of
the  Company's securities of which they are deemed to be the
beneficial  owner,  within  a  six-month  period,  must   be
returned to the Company.

          Additionally,  Section  16(a)  of  the  Securities
Exchange Act of 1934 requires that SEC forms (including  SEC
Form  4)  be  filed  any  time there  is  a  change  in  the
beneficial  interest  in  the  Company's  stock   of   these
designated  insiders.   As a courtesy  to  these  designated
insiders,  the  Company's Shareholder  Relations  Department
will  complete  these  forms.  It  is  imperative  that  the
Company's  Shareholder  Relations  Department  be   informed
immediately of any change in beneficial interest  since  SEC
Form  4 is required to be filed within two (2) business days
of the date of any transaction.

Conflicts of Interest

          Directors,   officers  and   employees   must   do
  everything  they  reasonably can  to  avoid  conflicts  of
  interest or the appearance of conflicts of interest.

          A   "conflict   of  interest"   occurs   when   an
  individual's  private  interest  is  different  from   the
  interests  of the Company as a whole. Conflict  situations
  include:

        (1)       When a director, officer or employee, or a
           member   of  his  or  her  family,  will  benefit
           personally  from something the director,  officer
           or  employee does or fails to do that is  not  in
           the best interests of the Company,

                              4


<PAGE>

        (2)       When  an  employee,  officer  or  director
           takes  actions or has interests that may make  it
           difficult  to  perform his or  her  Company  work
           objectively and effectively, and

        (3)       When an employee, officer or director,  or
           a  member of his or her family, receives personal
           benefits from somebody other than the Company  as
           a  result  of his or her position in the Company.
             Loans to, or guarantees of obligations of, such
           persons are of special concern.

          If  a conflict of interest becomes unavoidable,  a
director  or  the principal executive officer will  promptly
report  the  conflict of interest to the Board,  an  officer
other  than  the principal executive officer  will  promptly
report  the conflict of interest to the principal  executive
officer  and  any  other employee will promptly  report  the
conflict  of  interest  to his or her  supervisor.  In  each
instance  the director, officer or employee will  work  with
the  person  or  persons to whom a conflict of  interest  is
reported  to devise an arrangement by which (1) that  person
or  those  persons  (or  their designee)  will  monitor  the
situation   which  creates,  or  gives  the  appearance   of
creating, a conflict of interest, (2) the director,  officer
or  employee who has a conflict will, to the fullest  extent
possible,  be  kept  out  of any  decisions  that  might  be
affected by the conflict of interest, (3) arrangements  will
be  made  to  ensure that the director, officer or  employee
will  not  profit personally from the situation that  causes
the  conflict  of interest, and (4) every reasonable  effort
will  be  made  to  eliminate the conflict  of  interest  as
promptly as possible.

 Corporate Opportunities

         No director, officer or employee will:

        (1)    Take  for  himself or herself personally  any
            opportunity  of  which he or she becomes  aware,
            or  to  which he or she obtains access,  through
            the  use  of corporate property, information  or
            position;

        (2)    Make it possible for somebody other than  the
            Company  to take advantage of an opportunity  in
            any  of the Company's areas of business of which
            the  director, officer or employee becomes aware
            in  the  course  of  his or  her  activities  on
            behalf  of  the Company, unless the Company  has
            expressly  decided  not  to  attempt   to   take
            advantage of the opportunity;

        (3)       Otherwise    use    corporate    property,
            information, or position for personal gain; or,

        (4)    Compete  with the Company generally  or  with
            regard     to    specific    transactions     or
            opportunities.

          Directors, officers and employees owe a duty to
the Company to advance its legitimate interests when the
opportunity to do so arises.
                              5


<PAGE>

Protection and Proper Use of Company Assets

           Directors,  officers and employees  will  in  all
practicable  ways  protect the Company's assets  and  ensure
their efficient use.

           Directors,  officers and employees will  use  the
Company's assets only for the Company's legitimate  business
purposes.

Change in or Waiver of the Code

           Any waiver of any provision of this Code must  be
approved.  With regard to any director or officer,  approval
must  be  by  the  Board of Directors, or if  a  significant
number  of  its members will be personally affected  by  the
waiver,  must be approved by a committee consisting entirely
of  directors  who will not be personally  affected  by  the
waiver.

           With regard to any employee who is not an officer
of  the Company, by the employee's supervisor or such  other
person  as  is designated by the chief executive officer  of
the Company.

           No  waiver  of  any provision of this  Code  with
regard to a director or officer will be effective until that
waiver  has been reported to the person responsible for  the
preparation and filing of the Company's reports on Form  8-K
(or  any  successor  to that form) in sufficient  detail  to
enable  that  person  to  prepare  a  report  on  Form   8-K
containing  any  required  disclosure  with  regard  to  the
waiver.  The Company will promptly disclose on Form 8-K,  by
means  of the filing of such form and dissemination  by  the
Internet  or  by other electronic means, any  change  in  or
waiver of the Code.

           Any  waiver  of provisions of this Code  will  be
reported   in  filings  with  the  Securities  and  Exchange
Commission   and   otherwise  reported  to   the   Company's
stockholders to the full extent required by the rules of the
Securities  and  Exchange Commission and by  any  applicable
rules  of  any  securities exchange or securities  quotation
system  on  which  the Company's securities  are  listed  or
quoted.

Compliance

           Directors,  officers  and employees  must  report
promptly   any  violations  of  this  Code  (including   any
violations  of  the  requirement of  compliance  with  law).
Failure  to  report  a  violation can lead  to  disciplinary
action against the person who failed to report the violation
which  may  be as severe as the disciplinary action  against
the person who committed the violation.

           Normally, a possible violation of this Code by an
employee  other  than an officer of the  Company  should  be
reported  to the supervisor of the employee who commits  the
violation.  However,  any employee may report  any  possible
violation to the general counsel of the Company.

                              6


<PAGE>

          A possible violation of this Code by a director or
an  officer of the Company should be reported to the general
counsel  of the Company. If an employee believes that  in  a
particular situation it would not be appropriate to report a
possible  violation by a director or officer to the  general
counsel,  the employee may report the possible violation  to
the  principal  executive officer of  the  Company,  to  the
Chairman  of the Audit Committee of the Company's  Board  of
Directors,  or  to  any other officer  or  director  of  the
Company   to  whom  the  employee  believes  it   would   be
appropriate to report the possible violation.

           The  identity  of  the  employee  who  reports  a
possible violation of this Code by another employee will  be
kept  confidential, except to the extent  the  employee  who
reports the possible violation consents to be identified  or
the identification of that employee is required by law.

           Possible violations may be reported orally or  in
writing and may be reported anonymously.

Whistleblower Protection

           The Company shall not discharge, demote, suspend,
threaten, harass, or discriminate against any employee  who,
in   good   faith,  (A)  provides  information   during   an
investigation, or (B) files, testifies, participates in,  or
otherwise assists in a proceeding filed, that relates  to  a
violation  of  an SEC rule, or any Federal law  relating  to
fraud  against shareholders when the information is provided
to,  or  conducted  by  (i)  a  Federal  regulatory  or  law
enforcement   agency,  (ii)  any  member  or  committee   of
Congress, or (iii) a person with supervisory authority  over
the  employee  or  who  has  the authority  to  investigate,
discover or terminate misconduct.

Contact Information

          Within 30 days of adoption of the Code, management
will  provide  all  employees with a memo with  the  contact
information for reporting possible violations of  this  Code
or   for  reporting  any  complaints  regarding  accounting,
auditing, and internal control.

Terms used in this Code

           Any  reference in this Code to the Company is  to
United Mobile Homes, Inc. and all its subsidiaries.

           Any reference in this Code to a director, officer
or  employee  of  the Company is to a director,  officer  or
employee   of  United  Mobile  Homes,  Inc.  and   all   its
subsidiaries.

                              7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>auditorsconsent.txt
<DESCRIPTION>AUDITOR'S CONSENT
<TEXT>

EXHIBIT 23









                Independent Auditors' Consent


The Board of Directors
United Mobile Homes, Inc.:


We   consent  to  the  incorporation  by  reference  in  the
Registration Statement on Form  S-8 (File No. 333-13053) and
Form  S-3D (File No. 333-37532) of United Mobile Homes, Inc.
of   our  report  dated  March  5,  2004,  relating  to  the
consolidated balance sheets of United Mobile Homes, Inc.  as
of  December  31, 2003 and 2002 and the related consolidated
statements  of income, shareholders' equity, and cash  flows
for  each  of  the  years  in the  three-year  period  ended
December  31,  2003, and the related schedule, which  report
appears in the December 31, 2003 Annual Report on Form  10-K
of United Mobile Homes, Inc.



                         /s/ KPMG LLP
                             KPMG LLP


Short Hills, New Jersey
March 9, 2004




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>6
<FILENAME>exh311.txt
<DESCRIPTION>CERTIFICATION PURSUANT TO U.S.C. SECTION 1350, 302
<TEXT>
EXHIBIT 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I,  Eugene W. Landy, Chief Executive Officer, certify that:

1.           I   have reviewed this annual report  on   Form
  10-K of United Mobile Homes, Inc.;

2.           Based  on  my  knowledge,  this  annual  report
  does   not   contain   any   untrue   statement   of     a
  material    fact   or  omit  to  state  a  material   fact
  necessary   to    make    the    statements    made,    in
  light     of     the   circumstances  under   which   such
  statements were  made,  not  misleading  with  respect  to
  the period  covered  by  this annual report;

3.          Based    on   my   knowledge,   the    financial
statements,   and other financial information  included   in
this   annual   report, fairly present   in   all   material
respects   the  financial condition, results of   operations
and   cash  flows  of the registrant as of,  and  for,   the
periods presented in this annual report;

4.           The registrant's other certifying officers  and
  I   are   responsible  for establishing  and   maintaining
  disclosure    controls   and   procedures   (as    defined
  in   Exchange   Act  Rules  13a-14  and  15d-14)  for  the
  registrant  and we have:

  a)              designed  such  disclosure  controls   and
  procedures  to  ensure that material information  relating
  to    the    registrant,   including   its    consolidated
  subsidiaries,   is  made known to us  by   others   within
  those  entities, particularly during the period  in  which
  this annual report is being prepared;

  b)              evaluated   the  effectiveness   of    the
  registrant's disclosure controls and procedures  as  of  a
  date   within 90 days prior to the filing date   of   this
  annual report (the "Evaluation Date"); and

  c)                 presented  in this annual  report   our
  conclusions   about the effectiveness of  the   disclosure
  controls  and procedures based on our evaluation   as   of
  the Evaluation Date;

5.           The registrant's other certifying officers  and
  I    have    disclosed,   based  on   our   most    recent
  evaluation,   to  the  registrant's  auditors   and    the
  audit   committee  of registrant's board of directors  (or
  persons  performing the equivalent function):

  a)              all   significant  deficiencies  in    the
  design   or   operation of internal controls which   could
  adversely   affect the registrant's ability   to   record,
  process,   summarize and report financial data  and   have
  identified   for the registrant's auditors  any   material
  weaknesses in internal controls; and

  b)              any  fraud, whether or not material,  that
  involves   management  or other  employees  who   have   a
  significant  role  in the registrant's internal  controls;
  and

6.                      The  registrant's  other  certifying
  officers  and   I  have indicated in  this  annual  report
  whether   or   not   there   were significant  changes  in
  internal   controls  or  in  other  factors   that   could
  significantly   affect  internal  controls  subsequent  to
  the   date   of  our  most  recent  evaluation,  including
  any  corrective actions  with  regard    to    significant
  deficiencies   and   material  weaknesses.



/s/  Eugene W. Landy

Eugene W. Landy
Chief Executive Officer
March 8, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>7
<FILENAME>exh312.txt
<DESCRIPTION>CERTIFICATION PURSUANT TO U.S.C. SECTION 1350, 302
<TEXT>
EXHIBIT 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I,   Anna T. Chew, Chief Financial Officer, certify that:

1.           I   have reviewed this annual report  on   Form
  10-K of United Mobile Homes, Inc.;

2.           Based  on  my  knowledge,  this  annual  report
  does   not   contain   any   untrue   statement   of     a
  material    fact   or  omit  to  state  a  material   fact
  necessary   to    make    the    statements    made,    in
  light     of     the   circumstances  under   which   such
  statements were  made,  not  misleading  with  respect  to
  the period  covered  by  this annual report;

3.            Based   on   my   knowledge,   the   financial
  statements,   and  other financial  information   included
  in    this   annual   report,  fairly  present   in    all
  material   respects  the  financial condition, results  of
  operations   and   cash  flows  of the registrant  as  of,
  and  for,  the  periods presented in this annual report;

4.           The registrant's other certifying officers  and
  I   are   responsible  for establishing  and   maintaining
  disclosure    controls   and   procedures   (as    defined
  in   Exchange   Act  Rules  13a-14  and  15d-14)  for  the
  registrant  and we have:

  a)              designed  such  disclosure  controls   and
  procedures  to  ensure that material information  relating
  to    the    registrant,   including   its    consolidated
  subsidiaries,   is  made known to us  by   others   within
  those  entities, particularly during the period  in  which
  this annual report is being prepared;

  b)              evaluated   the  effectiveness   of    the
  registrant's disclosure controls and procedures  as  of  a
  date   within 90 days prior to the filing date   of   this
  annual report (the "Evaluation Date"); and

  c)                presented  in this annual   report   our
  conclusions   about the effectiveness of  the   disclosure
  controls  and procedures based on our evaluation   as   of
  the Evaluation Date;

5.           The registrant's other certifying officers  and
  I    have    disclosed,   based  on   our   most    recent
  evaluation,   to  the  registrant's  auditors   and    the
  audit   committee  of registrant's board of directors  (or
  persons  performing the equivalent function):

  a)              all   significant  deficiencies  in    the
  design   or   operation of internal controls which   could
  adversely   affect the registrant's ability   to   record,
  process,   summarize and report financial data  and   have
  identified   for the registrant's auditors  any   material
  weaknesses in internal controls; and

  b)              any  fraud, whether or not material,  that
  involves   management  or other  employees  who   have   a
  significant  role  in the registrant's internal  controls;
  and

6.           The registrant's other certifying officers  and
  I  have  indicated in this annual report whether  or   not
  there   were significant changes in internal  controls  or
  in   other   factors   that  could  significantly   affect
  internal   controls   subsequent to  the   date   of   our
  most    recent    evaluation,  including  any   corrective
  actions   with   regard    to   significant   deficiencies
  and   material  weaknesses.


/s/ Anna T. Chew


Anna T. Chew
Chief Financial Officer
March 8, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>8
<FILENAME>exh32.txt
<DESCRIPTION>CERTIFICATION PURSUANT TO U.S.C. SECTION 1350, 906
<TEXT>
EXHIBIT 32


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of United Mobile Homes, Inc.
on  Form  10-K for the period ending December 31, 2003  as  filed
with  the  Securities and Exchange Commission on the date  hereof
(the  "Report"),   I, Eugene W. Landy, Chief Executive Officer of
the Company and Anna T. Chew, Chief  Financial Officer,  certify,
pursuant  to  18  U.S.C.   1350,  as  adopted  pursuant to 906 of
the Sarbanes-Oxley Act of 2002, that:

     (1)   The  Report  fully complies with the  requirements  of
     section  13(a)  or 15(d) of the Securities Exchange  Act  of
     1934; and

     (2)    The  information  contained  in  the  Report   fairly
     presents,  in all material respects, the financial condition
     and result of operations of the Company.





/s/ Eugene W. Landy
Eugene W. Landy
Chief Executive Officer
March 8, 2004



/s/  Anna T. Chew
Anna T. Chew
Chief Financial Officer
March 8, 2004





</TEXT>
</DOCUMENT>
</SUBMISSION>
