INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

This statement is filed on behalf of UMH Properties, Inc., a Maryland corporation ("UMH").

The business address of UMH is as follows:

The principal business of UMH is a real estate investment trust owning and operating manufactured home communities and other real estate.

UMH has not during the past five (5) years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

UMH was not during the last five (5) years a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

UMH is a Maryland corporation with its principal executive offices in Freehold, New Jersey.

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; except that purchases of the Issuer's Common Stock may be made from time to time under the Issuer's Dividend Reinvestment and Stock Purchase Plan;

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

Any material change in the present capitalization or dividend policy of the Issuer;

Any other material change in the Issuer's business or corporate structure;

Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person;

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;

A class of equity securities of the Issuer becoming eligible for termination or registration; or

Any action similar to any of those enumerated above.

As of the close of business on September 20, 2007, UMH owns 1,705,981 shares of Common Stock of the Issuer, which represents 6.97% of the total outstanding shares of the Common Stock of the Issuer, including shares issuable upon conversion of convertible debentures held by UMH as described in section (c) below.

The information required by this sub-paragraph is contained in the responses to Items 7-10 of the second part of the cover page hereto, which items are hereby incorporated by reference.

There were no transactions effected by UMH with respect to the Common Stock of the Issuer during the past 60 days except as follows:

The following open market purchases:

On July 31, 2007, Route 9 Acquisition, Inc., a New Jersey corporation and a wholly-owned subsidiary of the Issuer, merged (the "Merger") with and into Monmouth Capital Corporation, a New Jersey corporation ("Monmouth Capital"), with Monmouth Capital as the surviving corporation. As a result of the Merger, each share of Monmouth Capital's common stock, par value $1.00 per share, outstanding at the time of the Merger was converted into and exchanged for the right to receive 0.655 shares of the Issuer's Common Stock, and the Issuer became the owner of all of the outstanding stock of Monmouth Capital. At the time of the Merger, UMH owned 107,403 shares of Monmouth Capital which were converted into 70,349 shares of the Issuer as a result of the Merger, all of which are still owned by UMH.

Pursuant to the terms of an Indenture, dated as of October 23, 2003 (the "2003 Indenture"), between Monmouth Capital and Wilmington Trust Company, as trustee (the "Trustee"), following the Merger, Monmouth Capital's outstanding 8% Convertible Subordinated Debentures Due 2013 (the "2003 Debentures"), governed by the 2003 Indenture, became convertible into shares of the Issuer's Common Stock at an adjusted conversion price of $9.16 per share and, on July 31, 2007, the Issuer, Monmouth Capital and the Trustee entered into a First Supplemental Indenture to the 2003 Indenture reflecting the Issuer's obligation to issue shares of the Common Stock upon conversion of the 2003 Debentures.

On September 17, 2007, UMH acquired 1,263 shares of the Issuer's Common Stock at a purchase price of $8.2091 per share through the Issuer's Dividend Reinvestment Plan which provides holders of the Issuer's Common Stock with a method of investing all or part of cash dividends and optional cash payments in additional shares of Common Stock of the Issuer.

Eugene W. Landy, President of the Issuer and Chairman of the Board of UMH, purchased on August 14, 2007, (a) 20,000 shares of the Common Stock of the Issuer for the Landy & Landy Employees' Pension Plan, as reported on the Form 4 for Eugene W. Landy dated August 14, 2007; and (b) 10,000 shares of the Issuer's Common Stock for the Landy and Landy Employees' Profit Sharing Plan, as reported on the Form 4 for Eugene W. Landy dated August 14, 2007.

This item is not applicable.

This item is not applicable.