SecProbe.io

Mail Stop 4561

        August 4, 2008   Anna T. Chew Chief Financial Officer UMH Properties, Inc. 3499 Route 9, Suite 3C Freehold, New Jersey  07728

Re: UMH Properties, Inc.
 Form 10-K
Filed March 11, 2008
 File No. 001-12690

Dear Ms. Chew:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Anna T. Chew
UMH Properties, Inc. August 4, 2008 Page 2  Item 11 – Executive Compensation, page 32

 Base Salaries, page 33

 Bonuses, page 33

1. In determining both the base salaries and bonuses of your executives, it appears
that you look to compensation data of executives of other equity REITs that
compete with you for employees as well as  comparing your performance to peer
REITs.  In future flings, please clarify the external competitive data used in
making your compensation decisions.  If  you are benchmarking compensation to
your peers, please identify all the compan ies that comprise the benchmark group
or groups.  If you have benchmarked diffe rent elements of your compensation
against different benchmarking groups, in  future filings, please identify the
companies that comprise each group.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.  This disclosure should include a discussion of where actual payments fall
within targeted parameters.  To the ex tent actual compensation was outside a
targeted percentile range, include an e xplanation of the reasons for this.  Please
advise us regarding how you intend to revi se this disclosure in the future.

2. You state on page 33 that your president is entitled to receive annual cash bonuses
based on the achievement of certain pe rformance goals set by the compensation
committee.  Please revise your disclosure in  future filings to include the specific
performance goals for each named executiv e officer, as applicable, and tell us
how you intend to comply.  Alternativ ely, provide on a supplemental basis a
detailed explanation of why you believe th at disclosure of the performance goals
is not required because it would result in  competitive harm such that the targets
could be excluded under Instruction 4 to Item 402(b).  To the extent  that that it is
appropriate to omit specific goals, disc uss how difficult it will be for the
executives or how likely it will be for the re gistrant to achieve the target goals.
Please see Instruction 4 to Item  402(b) of Regulation S-K.

Item 13 – Certain Relationships and Related Transactions, and Dir ector Independence,
page 40

3. You state on page 40 that the board of  directors approves all related party
transactions.  Please disclose additional information describing your policies and procedures regarding related party transact ions, such as the types of transactions
that are covered by such policies and pr ocedures, any standards to be applied
pursuant to such policies and proced ures and whether such policies and
procedures are in writing.  Refer to Item  404(b) of Regulation S-K.  Include this
information in future filings and tell us how you intend to comply.

 As appropriate, please amend your filing and respond to these comments within

Anna T. Chew
UMH Properties, Inc. August 4, 2008 Page 3  10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Phil Rothenberg at (202)  551-3466 or me at (202) 551-3401 with
any other questions.
Sincerely,

Jennifer Gowetski Senior Counsel