SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Anna T. Chew
Chief Financial Officer
UMH Properties, Inc.
3499 Route 9, Suite 3C
Freehold, NJ 07728

 Re: UMH Properties, Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-12690
Dear Anna T. Chew:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 UMH
PROPERTIES, INC.

 Juniper
Business Plaza

 3499
Route 9 North, Suite 3-C

 Freehold,
NJ 07728

 (732)
577-9997

 Fax:
(732) 577-9980

 VIA
EDGAR

 April
23, 2025

 Mr.
William Demarest

 Mr.
Isaac Esquivel

 Division
of Corporation Finance

 Office
of Real Estate and Construction

 U.S.
Securities and Exchange Commission

 Washington,
D.C. 20549

 Re:
 UMH
 Properties, Inc.

 Form
 10-K for the year ended December 31, 2024

 Form
 8-K filed February 26, 2025

 File
 No. 001-12690

 Dear
Sirs:

 UMH
Properties, Inc. (the "Company") is submitting this letter in response to the comment letter dated April 10, 2025 from the
staff of the Securities and Exchange Commission (‘Staff") with respect to the above-referenced filings. To facilitate the
Staff's review, we have included the comment contained in the Comment Letter in bold text and have provided the Company's
response immediately following the comment.

 Form
10-K for the year ended December 31, 2024

 Notes
to Consolidated Financial Statements

 Note
1 - Organization, page 71

 1. We
 note your disclosure that "management views the Company as a single segment."
 Please tell us how you determined that your disclosure complies with the requirements pursuant
 to ASC 280-10-50. Reference is also made to ASU 2023-07.

 Response:

 In
accordance with ASC 280-10-50-1, an operating segment is a component of a public entity that has all of the following characteristics:

 a. It
engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions
with other components of the same public entity).

 A
NYSE Company: Symbol - UMH

 since
1968

 b. Its
operating results are regularly reviewed by the public entity's chief operating decision maker to make decisions about resources
to be allocated to the segment and assess its performance.

 c. Its
discrete financial information is available.

 The
primary focus of our business is the operation of our manufactured home communities – leasing of manufactured homesites and manufactured
homes in our communities. The sales of homes are integrated with the leasing of these manufactured homes and homesites. Management views
the Company as a single segment based on its method of internal reporting in addition to its allocation of capital and resources.

 Our
chief executive officer, with the assistance of our chief operating officer, is the decision maker regarding allocation of resources.
These decisions are based on the occupancy of the communities and community net operating income, not based on the performance of home
sales. Sales of homes are necessary to maintain/increase occupancy at our communities. There are no longer dealers selling homes into
our communities. We primarily order homes to fill vacant sites in the communities. These homes are either rented or sold, based on the
needs of the potential residents. Although certain components of the sales operation are tracked (sales, cost of sales, etc.), separate
discrete financial information for the entire operation is not available. Most of the personnel costs, office expenses, maintenance and
other expenses are borne by the community and cannot be allocated. The components of the sales operation play no role in decisions about
resources to be allocated. Resources are allocated to maintaining and increasing occupancy in our communities.

 Additionally,
ASU 2023-07 updates ASC 280-10-50 and states that all public entities, including those public entities that have a single reportable
segment, shall disclose certain information for which an income statement is presented including:

 ● Factors
 used to identify the public entity's reportable segments, including the basis of organization,

 ● Types
 of products and services, and

 ● The
 title and position of the individual identified as the chief operating decision maker.

 Since
Management views the Company as a single segment, this information is included in the consolidated financial statements and notes thereto.

 We
will expand our disclosures in future filings to clarify this.

 A
 NYSE Company: Symbol - UMH

 since
1968

 Form
8-K filed February 26, 2025

 Exhibit
99, page 18

 2. We
 note that you disclose full year 2025 guidance for the non-GAAP measure, Normalized FFO per
 diluted share, without providing a reconciliation to the most directly related GAAP measure.
 In future filings, please include such reconciliation or, alternatively, provide a statement
 that the information could not be presented without unreasonable efforts under Item 10(e)(1)(i)(B)
 of Regulation S-K. Refer also to Questions 102.10(a) and 102.10(b) of the C&DIs for Non-GAAP
 Financial Measures.

 Response:

 The
Company currently includes a tabular reconciliation from GAAP net income to FFO for each period presented for 2024 and 2023. However,
it did not include this reconciliation for the full year 2025 guidance. The footnote disclosure in future filings will include this reconciliation
for all periods presented, including periods for which guidance is presented.

 If
you have any questions or comments, please do not hesitate to contact me at 732-577-4033 or by email at achew@umh.com.

 Very
 truly yours,

 /s/
 ANNA T. CHEW

 ANNA
 T. CHEW

 Vice
 President and Chief Financial Officer

 cc:
 Ronald
 Martinez
 PKF
 O'Connor Davies, LLP

 A
 NYSE Company: Symbol - UMH

 since
1968

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Anna T. Chew
Chief Financial Officer
UMH Properties, Inc.
3499 Route 9, Suite 3C
Freehold, NJ 07728

 Re: UMH Properties, Inc.
 Form 10-K for the year ended December 31, 2024
 Form 8-K filed February 26, 2025
 File No. 001-12690
Dear Anna T. Chew:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
Notes to Consolidated Financial Statements
Note 1 - Organization, page 71

1. We note your disclosure that "management views the Company as a single
segment."
 Please tell us how you determined that your disclosure complies with the
requirements
 pursuant to ASC 280-10-50. Reference is also made to ASU 2023-07.
Form 8-K filed February 26, 2025
Exhibit 99, page 18

2. We note that you disclose full year 2025 guidance for the non-GAAP
measure,
 Normalized FFO per diluted share, without providing a reconciliation to
the most
 directly related GAAP measure. In future filings, please include such
reconciliation
 or, alternatively, provide a statement that the information could not be
presented
 without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation
S-K. Refer also
 to Questions 102.10(a) and 102.10(b) of the C&DIs for Non-GAAP Financial
 April 10, 2025
Page 2

 Measures.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact William Demarest at 202-551-3432 or Isaac Esquivel at
202-551-3395
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

      UMH PROPERTIES, INC.

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

      Freehold, New Jersey 07728

                May 28, 2020

      BY EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F. Street, N.E.

      Washington, D.C. 20549

      Attention:  Stacie Gorman, Staff Attorney

            Re:

              UMH Properties, Inc.

      Registration Statement on Form S-3

      File No. 333-238321

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), UMH Properties, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement
        (filed with the Securities and Exchange Commission on May 15, 2020) be accelerated so that it may become effective at 4:00 P.M. (Eastern Time), on June 1, 2020, or as soon as possible thereafter.

      Please notify Jeffrey S. Lowenthal of Stroock & Stroock & Lavan LLP, counsel to the Company, by email (jlowenthal@stroock.com) or by telephone (212-806-5509) to confirm the effectiveness of the Registration
        Statement or if you require additional information.

              Very truly yours,

            /s/ Anna T. Chew

              Anna T. Chew

              Chief Financial Officer

United States securities and exchange commission logo
May 26, 2020
Samuel Landy
Chief Executive Officer
UMH PROPERTIES, INC.
Juniper Business Plaza
3499 Route 9 North
Suite 3-C
Freehold, NJ 07728
Re:UMH PROPERTIES, INC.
Form S-3
Filed May 15, 2020
File No. 333-238321
Dear Mr. Landy :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey Lowenthal, Esq.

March 4, 2019
Anna T. Chew
Vice President and Chief Financial Officer
UMH PROPERTIES, INC.
Juniper Business Plaza
3499 Route 9 North, Suite 3-C
Freehold, NJ, 07728
Re:UMH PROPERTIES, INC.
Form 10-K for the year ended December 31, 2017
Filed March 8, 2018
File No. 001-12690
Dear Ms. Chew:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

UMH
PROPERTIES, INC.

Juniper
Business Plaza

3499
Route 9 North, Suite 3-C

Freehold,
NJ 07728

(732)
577-9997

Fax:
(732) 577-9980

VIA
EDGAR

December
21, 2018

Ms.
Shannon Sobotka

Staff
Accountant

Division
of Corporation Finance

Office
of Real Estate and Commodities

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

    Re:
    UMH
    PROPERTIES, INC.

    Form
    10-K for the year ended December 31, 2017

    Form
    8-K

    Filed
    March 8, 2018 and November 1, 2018, respectively

    File No. 001-12690

Dear
Ms. Sobotka:

We
are writing in response to your letter dated December 17, 2018 with respect to the above-referenced filing of UMH Properties,
Inc. (the Company). Our response to your comment is as follows:

Form
8-K filed on November 1, 2018

General

1.
In future filings please label FFO, Core FFO and Normalized FFO as attributable to common shareholders.

 RESPONSE:

In
future filings, UMH Properties, Inc. will label FFO, Core FFO and Normalized FFO as attributable to common shareholders.

Management
acknowledges the following:

 ● 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 any action with respect to the filing; and

 ● the
                                         Company may not assert staff comments as a defense in any proceeding initiated by the
                                         Commission or any person under the federal securities laws of the United States.

If
you have any questions or comments, please do not hesitate to contact me at 732-577-4033 or by email at achew@umh.com.

    Very truly yours,

    /s/ ANNA T. CHEW

    ANNA T. CHEW

    Vice President and Chief Financial Officer

    cc:
    Daniel
        Gordon

        SEC
        Division of Corporation Finance

        Clare
        Cella

        Jonathan
        Zuckerman

        Ronald
        Martinez

        PKF
        O’Connor Davies, LLP

December 17, 2018
Anna T. Chew
Vice President and Chief Financial Officer
UMH PROPERTIES, INC.
Juniper Business Plaza
3499 Route 9 North, Suite 3-C
Freehold, NJ, 07728
Re:UMH PROPERTIES, INC.
Form 10-K for the year ended December 31, 2017
Form 8-K
Filed March 8, 2018 and November 1, 2018, respectively
File No. 001-12690
Dear Ms. Chew:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K filed on November 1, 2018
General
1.In future filings please label FFO, Core FFO and Normalized FFO as attributable to
common shareholders.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Shannon Sobotka, Staff Accountant at 202-551-3856 or Daniel Gordon,
Senior Assistant Chief Accountant at 202-551-3486 with any questions.

 FirstName LastNameAnna T. Chew
 Comapany NameUMH PROPERTIES, INC.
 December 17, 2018 Page 2
 FirstName LastName
Anna T. Chew
UMH PROPERTIES, INC.
December 17, 2018
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

UMH PROPERTIES, INC.

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

Freehold, New Jersey 07728

July 10, 2017

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:  Tom Kluck, Legal Branch Chief

Re:

UMH Properties, Inc.

Registration Statement on Form S-3

File No. 333-219118

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), UMH Properties, Inc. (the "Company") hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 P.M. (Eastern Time), on July 12, 2017, or as soon as possible thereafter.

In connection with the above, the Company acknowledges that:

1.

should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2.

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, the Company confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities covered by the above Registration Statement.

Please notify Jeffrey S. Lowenthal of Stroock & Stroock & Lavan LLP, counsel to the Company,  at 212-806 -5509 to confirm the effectiveness of the Registration Statement or if you require additional information.

Very truly yours,

/s/ Anna T. Chew

Anna T. Chew

Chief Financial Officer

Mail Stop 3233
July 7, 2017

Via E -Mail
Anna T. Chew
Vice President and Chief Financial Officer
UMH Properties, Inc.
Juniper Business Plaza
3499 Route 9 North, Suite 3 -C
Freehold, NJ  07728

Re: UMH Properties, Inc.
  Registration Statement on Form S-3
Filed  June 30, 2017
  File No.  333-219118

Dear Ms. Chew :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Bryan Hough, Staff Attorney, at (202) 551 -8625  with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Jeffrey S. Lowenthal, Esq.
 Stroock & Stroock & Lavan LLP

CORRESP
1
filename1.htm

UMH PROPERTIES, INC.

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

Freehold, New Jersey 07728

February 5, 2016

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:  Sandra Hunter, Staff Attorney

Re:

UMH Properties, Inc.

Registration Statement on Form S-3

 File No. 333-209078

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), UMH Properties, Inc. (the "Company") hereby requests that the effective date of the above-referenced Registration Statement, as amended by Amendment No. 1 thereto filed today, be accelerated so that it may become effective at 2:00 P.M. (Eastern Time), on February 5, 2016, or as soon as possible thereafter.

In connection with the above, the Company acknowledges that:

1.

should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2.

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, the Company confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities covered by the above Registration Statement.

Please notify Jeffrey S. Lowenthal of Stroock & Stroock & Lavan LLP, counsel to the Company,  at 212-806 -5509 to confirm the effectiveness of the Registration Statement or if you require additional information.

Very truly yours,

/s/ Anna T. Chew

Anna T. Chew

Chief Financial Officer

CORRESP
1
filename1.htm

UMH PROPERTIES, INC.

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

Freehold, New Jersey 07728

February 4, 2016

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:  Sandra Hunter, Staff Attorney

Re:

UMH Properties, Inc.

Registration Statement on Form S-3

File No. 333-209078

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), UMH Properties, Inc. (the "Company") hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 2:00 P.M. (Eastern Time), on February 5, 2016, or as soon as possible thereafter.

In connection with the above, the Company acknowledges that:

1.
should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2.
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, the Company confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities covered by the above Registration Statement.

Please notify Jeffrey S. Lowenthal of Stroock & Stroock & Lavan LLP, counsel to the Company,  at 212-806 -5509 to confirm the effectiveness of the Registration Statement or if you require additional information.

Very truly yours,

/s/ Anna T. Chew

Anna T. Chew

Chief Financial Officer

Mail Stop 3233
February 1, 2016

Via E -mail
Anna T. Chew
Chief Financial Officer
UMH Properties, Inc.
Juniper Business Plaza
3499 Route 9 North, Suite 3 -C
Freehold, NJ  07728

Re: UMH Properties, Inc.
  Registration Statement on Form S-3
Filed  January 21, 2016
  File No.  333-209078

Dear Ms. Chew :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Anna T. Chew
UMH Properties, Inc.
February 1, 2016
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact me at 202 -551-3758  with any questions.

Sincerely,

 /s/ Sandra B. Hunter

Sandra B. Hunter
 Staff Attorney
Office of Real Estate and
Commodities
cc: Jeffrey S. Lowenthal
 Stroock & Stroock & Lavan LLP
 Via E -mail

CORRESP
1
filename1.htm

    umh-corresp_021413.htm

UMH PROPERTIES, INC.

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

Freehold, NJ  07728

February 14, 2013

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Re:

UMH Properties, Inc.

Registration Statement on Form S-3

Registration No. 333-186084

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), the undersigned Registrant hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 to 4:00 p.m. on February 15, 2013, or as soon thereafter as practicable.

We hereby acknowledge the following:

(a)

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

(b)

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(c)

The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We also confirm our awareness of our statutory responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the registered securities.

Please notify Jeffrey S. Lowenthal of Stroock & Stroock & Lavan LLP, counsel to the Registrant, at (212) 806-5509 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request or if you require additional information.

Very truly yours,

UMH PROPERTIES, INC.

By:

/s/ ANNA T. CHEW

Anna T. Chew

Chief Financial Officer

cc:  Jeffrey S. Lowenthal, Esq.

CORRESP
1
filename1.htm

    umh-corresp_021213.htm

February 13, 2013

Mr. Tom Kluck

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:

UMH Properties, Inc.

Registration Statement on Form S-3

Filed January 18, 2013

File No. 333-186084

Dear Mr. Kluck:

On behalf of our client, UMH Properties, Inc. (the “Company”), set forth below are responses to your comment letter dated February 8, 2013, regarding the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).  In connection with this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement to reflect the following responses to the Staff’s comments.

For your convenience, the Staff’s comments are set forth below in italics, followed by the responses on behalf of the Company.  Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1 to the Registration Statement.

Cover Page of Prospectus

1.

We note your statement that your securities are listed and traded on the New York Stock Exchange.  Please identify the trading symbols for those securities on the cover page of the prospectus pursuant to Item 501(b)(4) of Regulation S-K.

Response:

The Company acknowledges the Staff’s comment and has identified on the cover page of the prospectus the trading symbols for the Company’s common stock and preferred stock listed and traded on the New York Stock Exchange.

Securities and Exchange Commission

Page 2

Signatures, page 59

2.

In your next amendment, please include the signature of your controller or principal accounting officer.  Please refer to Instruction 1 to Form S-3.

Response:

The Company has revised the signature page to the Registration Statement by indicating that Anna Chew, the Principal Financial Officer of the Company, also serves as Principal Accounting Officer.

* * * *

A courtesy copy of this filing is being provided to Beth Frohlichstein of the Staff to expedite the Staff’s review.  Please do not hesitate to call the undersigned at (212) 806-5509 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

Sincerely,

/s/ JEFFREY S. LOWENTHAL, ESQ.

Jeffrey S. Lowenthal, Esq.

of Stroock & Stroock & Lavan LLP

cc:           Anna T. Chew (UMH Properties, Inc.)

February 8, 2013

Anna T. Chew
Vice President and Chief Financial Officer
UMH Properties, Inc.
Juniper Business Plaza
3499 Route 9 North, Suite 3C
Freehold, NJ  07728

Re: UMH Properties, Inc.
  Registration Statement on Form S-3
Filed  January 18, 2013
  File No.  333-186084

Dear Ms. Chew:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Cover Page of the Prospectus

1. We note your statement that your securities are listed and traded on the New York Stock
Exchange.  Please identify the trading symbols for those securities on the cover page of
the prospec tus pursuant to Item 501(b)(4) of Regulation S -K.

Signatures, page 59

2. In your next amendment, please include the signature of your controller or principal
accounting officer.   Please refer to Instruction 1 to Form S -3.

We urge all persons who are respon sible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Anna T. Chew
UMH Properties, Inc.
February 8, 2013
Page 2

 possession o f all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration s tatement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with res pect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Beth Frohlichstein  at (202) 551 -3789  or me at (202) 551 -3233 with any
other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Branch Chief

December 6, 2012

Via E -mail
Ms. Anna T. Chew
Vice President and Chief Financial Officer
UMH Properties, Inc.
3499 Route 9 North
Suite 3C
Freehold, NJ 07728

Re: UMH Properties, Inc.
 Form 10 -K for the Year Ended December 31, 2011
Filed March 16, 2012
Form 10 -Q for the Period Ended June 30, 2012
Filed August 8, 2012
File No. 1 -12690

Dear Ms. Chew :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of  1934 and all applicable rules require.

Sincerely,

 /s/ Jonathan Wiggins

Jonathan Wiggins
Staff Accountant

CORRESP
1
filename1.htm

UMH PROPERTIES, INC

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ  07728

(732) 577-9997

Fax:  (732) 577-9980

December 3, 2012

Mr. Isaac Esquivel

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Dear Mr. Esquivel:

We are writing in response to your letter dated November 21, 2012 with respect to the Company’s Form 10-K for the period ended December 31, 2011, filed March 16, 2012, and Form 10-Q for the period ended June 30, 2012 filed August 8, 2012, File No. 001-12690.  Our response to your comment is as follows:

Form 10-Q for the Period Ended June 30, 2012

Note 3 – Investment Property and Equipment, page 12

1.

Your response to prior comment 4 from our letter dated November 5, 2012, indicates that the bonus payment received is an incentive to sign the lease, but that it is not part of the lease and that you have no further obligation relating to the payment. Please clarify to us how you determined that the incentive is not part of the lease for accounting purposes and that paragraphs 6 and 7 of ASC 840-20-25 do not apply by analogy.

RESPONSE:

Many oil and gas companies compete for the opportunity to drill for oil and gas.  Successful bidders pay an upfront purchase price (“bonus payment”).  In this case, the upfront payment was $499,471.  This amount is not refundable and has been earned since the Company has no further obligation relating to it.  In addition to this upfront bonus payment, the Company entered into an agreement (“Lease”) whereby the oil and gas company may remove the oil and gas from the property, provided that it pays the Company a fee (‘royalty”) based on the amount of the oil and gas removed.  Since this fee is contingent and cannot be estimated, it will not be earned unless and until oil and gas is produced.  This fee is entirely distinct from the bonus payment.  Although the terminology used in the agreement was “Lease”, the agreement was not a lease for accounting purposes.  ASC 840.20.20 defines a Lease as “an agreement conveying the right to use property, plant, or equipment (land and/or depreciable assets)”.  The agreement in question did not convey the right to use the property.  It is analogous to the sale of the oil and gas underlying the property.  There are no rental payments to be made.  Therefore paragraphs 6 and 7 of ASC 840-20-25 do not apply by analogy.  Whether or not

A NYSE Company: Symbol – UMH

since 1968

oil and gas is produced, the entire bonus payment that the Company received is not refundable and the Company has no further obligation relating to this payment.  The payment has been realized and earned.  We will more clearly describe this transaction in future filings.

Management acknowledges the following:

·

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 any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments, please do not hesitate to contact me at 732-577-4033.

Very truly yours,

/s/ ANNA T. CHEW

ANNA T. CHEW

Vice President and Chief Financial Officer

cc:

 Jonathan Wiggins

SEC Division of Corporation Finance

Henry Freire

PKF O’Connor Davies

A NYSE Company: Symbol – UMH

since 1968

November 21, 2012

Via E -mail
Ms. Anna T. Chew
Vice President and Chief Financial Officer
UMH Properties , Inc.
3499 Route 9 North
Suite 3C
Freehold, NJ 07728

Re: UMH Properties , Inc.
 Form 10-K for the Year Ended December 31, 2011
Filed March 16, 2012
Form 10 -Q for the Period Ended June 30, 2012
Filed August 8, 2012
File No. 1 -12690

Dear Ms . Chew :

We have reviewed your filing s and have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter via EDGAR within ten business days by prov iding the
requested information  or by advising us when you will provide the reques ted response.   If you do
not believe our comment  applies to your facts and circumstances , please tell us why in your
response.

After reviewing the information you provide in response to th is comment , we may have
additional comments.

Form 10-Q for the Period Ended June 30, 2012

Note 3 – Investment Property and Equipment, page 12

1. Your response to prior comment 4 from our letter dated November 5, 2012, indicates that
the bonus payment received is an incentive to sign the lease, but that it is not part of the
lease and that you have no further obligation relating to the payment.  Please clarify to us
how you determined that the incentive is not part of the lease for accounting purposes and
that paragraphs 6 and 7 of ASC 840 -20-25 do not apply by analogy.

We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its manag ement are

Ms. Anna T. Chew
UMH Properties, Inc.
November 21 , 2012
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written 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 any action with respect to the  filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Isaac Esquivel at (202) 551 -3395  or me at (202) 551 -3694 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Jonathan Wiggins

Jonathan Wiggins
Staff Accountant

CORRESP
1
filename1.htm

UMH PROPERTIES, INC

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ  07728

(732) 577-9997

Fax:  (732) 577-9980

November 16, 2012

Mr. Isaac Esquivel

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Dear Mr. Esquivel:

We are writing in response to your letter dated November 5, 2012 with respect to the Company’s Form 10-K for the period ended December 31, 2011, filed March 16, 2012, and Form 10-Q for the period ended June 30, 2012 filed August 8, 2012, File No. 001-12690.  Our responses to your comments are as follows:

Form 10-K for the Year Ended December 31, 2011

Item 6 - Selected Financial Data, page 26

1.

We note that your non-GAAP measure “funds from operations” includes an adjustment for preferred dividends, which appears to be inconsistent with NAREIT’s definition of FFO. Please revise in future filings to rename your non-GAAP measure (e.g., FFO available to common shareholders), and to reconcile net income (loss) to FFO as defined by NAREIT and FFO to your adjusted measure. Please provide us with your proposed disclosure.

RESPONSE:

In future filings, UMH Properties, Inc. (UMH or the Company) will revise and rename our non-GAAP measure from FFO to FFO Attributable to Common Shareholders.  The reconciliation will conform to the NAREIT definition and will be as follows:

Net Income Attributable to Common Shareholders

Add:  Depreciation Expense

Add:  Loss (Gain) on Sales of Depreciable Assets

FFO Attributable to Common Shareholders

A NYSE Company: Symbol – UMH

since 1968

Off-Balance Sheet Arrangements and Contractual Obligations, page 35

2.

In future filings, please revise your tabular presentation of contractual obligations to include your interest commitments under your interest-bearing debt in this table, or provide textual discussion of this obligation below the table. If you provide a textual discussion, the discussion should quantify the interest payments using the same time frames stipulated in the table. Regardless of whether you decide to include interest payments in the table or in textual discussion below the table, you should provide appropriate disclosure with respect to your assumptions of your estimated variable rate interest payments.

RESPONSE:

In future filings, UMH will revise our tabular presentation of contractual obligations to include our interest commitments under our mortgage loans.

Consolidated Statements of Income, page 68

3.

Please revise in future filings to include amortization of financing costs in interest expense or tell us how you determined this was an operating expense.

RESPONSE:

In future filings, UMH will include amortization of financing costs as a separate item under Other Income (Expense) in our Consolidated Statements of Income.

Form 10-Q for the Period Ended June 30, 2012

Note 3 – Investment Property and Equipment, page 12

4.

Please tell us how you determined it was appropriate to recognize the $499,471 received as other income upon signing of the oil and gas lease, and cite the authoritative literature upon which you relied.

RESPONSE:

On May 23, 2012, the Company entered into an Oil and Gas Lease at one of our communities, whereby the Company will receive a 20% royalty on any oil and gas produced.  As an incentive to sign this lease, the Company received a single bonus payment of $499,471.  ASC 605.10.25-1 states that the recognition of revenue and gains involves consideration of two factors – being realized or realizable and being earned.  The bonus payment has been realized as the amount has been received.  Paragraph 83(b) of FASB Concepts Statement No. 5, Recognition and Measurement in Financial Statements of Business Enterprises, states that revenues are considered to have been earned when the entity has substantially accomplished what it must do to be entitled to the benefits represented by the revenues.  Since the bonus payment represented an incentive to sign a lease, the Company completed its obligation, i.e. signed the lease, and therefore has earned the revenue.  This bonus payment is not

A NYSE Company: Symbol – UMH

since 1968

part of the lease.  The entire bonus payment is not refundable and the Company has no further obligation relating to this payment.

Management acknowledges the following:

·

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 any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments, please do not hesitate to contact me at 732-577-4033.

Very truly yours,

/s/ ANNA T. CHEW

ANNA T. CHEW

Vice President and Chief Financial Officer

cc:

 Jonathan Wiggins

SEC Division of Corporation Finance

Henry Freire

PKF O’Connor Davies

A NYSE Company: Symbol – UMH

since 1968

November 5 , 2012

Via E -mail
Ms. Anna T. Chew
Vice President and Chief Financial Officer
UMH Properties , Inc.
3499 Route 9 North
Suite 3C
Freehold, NJ 07728

Re: UMH Properties , Inc.
 Form 10-K for the Year Ended December 31, 2011
Filed March 16, 2012
Form 10 -Q for the Period Ended June 30, 2012
Filed August 8, 2012
File No. 1 -12690

Dear Ms . Chew :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter via EDGAR within ten business days by prov iding the
requested information  or by advising us when you will provide the requested response.   If you do
not believe our comments apply to your facts and circumstances , please tell us why in your
response.

After reviewing the information you provide in response to these comments, we  may
have additional comments.

Form 10 -K for the Year Ended December 31, 2011

Item 6 - Selected Financial Data, page 26

1. We note that your non -GAAP measure “funds from operations” includes an adjustment
for preferred dividends, which appears  to be inconsistent with NAREIT’s definition of
FFO.  Please revise in future filings to rename your non -GAAP measure (e.g., FFO
available to common shareholders), and to reconcile net income (loss) to FFO as defined
by NAREIT and FFO to your adjusted meas ure.  Please provide us with your proposed
disclosure.

Ms. Anna T. Chew
UMH Prop erties, Inc.
November 5, 2012
Page 2

 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Off-Balance Sheet Arrangements and Contractual Obligations, page 35

2. In future filings, please revise your tabular presentation of contractual obligations to
include your interest commitments under your interest -bearing debt in this table, or
provide textual discussion of this obligation below the table. If you provide a textual
discussion, the discussion should quantify the interest payments using the same time
frames stipulated in the table. Regardless of whether you decide to include interest
payments in the table or in textual discussion below the table, you should provide
appropriate disclosure with re spect to your assumptions of your estimated variable rate
interest payments.

Consolidated Statements of Income, page 68

3. Please revise in future filings to include amortization of financing costs in interest
expense or tell us how you determined this was an operating expense.

Form 10 -Q for the Period Ended June 30, 2012

Note 3 – Investment Property and Equipment, page 12

4. Please tell us how you determined it was appropriate to recognize the $499,471 received
as other income upon signing of the oil and g as lease, and cite the authoritative literature
upon which you relied.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written 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 any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Uni ted States.

Ms. Anna T. Chew
UMH Prop erties, Inc.
November 5, 2012
Page 3

 You may contact Isaac Esquivel at (202) 551 -3395  or me at (202) 551 -3694  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Jonathan Wiggins

Jonathan Wiggins
Staff Accountant

April 1, 2010

 Mail Stop 3010
 Ms. Anna T. Chew Chief Financial Officer UMH Properties, Inc. Juniper Business Plaza, 3499 Route 9 North, Suite 3-C Freehold, NJ    07728
 RE:  UMH Properties, Inc.
Form 10-K for the period ended December 31, 2008
  Filed March 10, 2009   File No. 1-12690

Dear Ms. Chew:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

       S i n c e r e l y ,
   Kristi Marrone  Staff Accountant

CORRESP
1
filename1.htm

UMH PROPERTIES, INC

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ  07728

(732) 577-9997

Fax:  (732) 577-9980

March 3, 2010

Ms. Kristi Marrone

Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Dear Ms. Marrone:

We are writing in response to your letter dated February 25, 2010 with respect to the Company’s Form 10-K for the period ended December 31, 2008, filed March 10, 2009, File No. 001-12690.  Our responses to your comments are as follows:

Consolidated Statements of Income, page 52

1.

We note your response to comment 2.  In future filings, please present amounts earned from dividends, interest on securities, profits or losses on securities and miscellaneous other income or deductions below operating expenses in accordance with Rule 5-03 of Regulation S-X.

RESPONSE:

In future filings, we will present amounts earned from dividends, interest on securities, profits or losses on securities and miscellaneous other income or deductions below operating expenses.

Note 4 - Securities Available for Sale, page 61

2.

Your responses to prior comments 4 & 5 indicate that you review securities for other than temporary impairment if the fair value is below cost by 20% and that a sharp decrease in the REIT market in 2009 resulted in you reviewing securities for other than temporary impairment that had not been reviewed before despite being in an unrealized loss position for more than 6 months.  Since the guidance of ASC 320-10-35 does not provide a quantitative threshold regarding when to review for impairment, please clarify to us how you determined that it was appropriate to not test for other than temporary impairment if a security was less than 20% below cost.  In addition, please quantify the value of securities that have not been

An NYSE Amex Company: Symbol - UMH

since 1968

evaluated for other than temporary impairment in future filings.

RESPONSE:

The determination of whether an impairment loss is other than temporary requires estimating the outcome of future events and requires a great deal of judgment.  Because of this, management has consistently applied a systematic methodology for classifying impaired securities.  Management has established evaluation criteria in advance.  This criteria includes the guidance provided by ASC 320-10-S99 SAB Topic 5M as follows:

a.

The length of the time and the extent to which the market value has been less than cost;

b.

The financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer such as changes in technology that may impair the earnings potential of the investment or the discontinuance of a segment of the business that may affect the future earnings potential; or

c.

The intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

On a quarterly basis, the Company makes an initial review of every individual security in its portfolio.  If the security is impaired, the Company first determines our intent and ability to hold this investment for a period of time sufficient to allow for any anticipated recovery in market value.  Next, the Company determines the length of time and the extent of the impairment.  Barring other factors, including the downgrading of the security or the cessation of dividends, if the fair value of the security is below cost by less than 20% for less than 6 months and the Company has the intent and ability to hold the security, the security is deemed to not be other than temporarily impaired.  Otherwise, the Company reviews additional information to determine whether the impairment is other than temporary.  The Company discusses and analyzes any relevant information known about the security, such as:

a.

Whether the decline is attributable to adverse conditions related to the security or to specific conditions in an industry or in a geographic area.

b.

Any downgrading of the security by a rating agency.

c.

Whether the financial condition of the issuer has deteriorated.

d.

Status of dividends – Whether dividends have been reduced or eliminated, or scheduled interest payments have not been made.

e.

Analysis of the underlying assets (including NAV analysis) using independent analysis or recent transactions.

At March 31, 2009, the Company recognized an additional impairment charge of $1.7 million.  These charges related to 11 securities which at December 31, 2009, were reviewed for

An NYSE Amex Company: Symbol - UMH

since 1968

impairment but was not considered other than temporarily impaired.  At that time, the Company had the intent and ability to hold these securities.  Additionally, the fair value of all these securities was below cost for less than 6 months – 7 for 3 months or less, 2 for 5 months, and 2 for 6 months.  There was no other information about these securities which would indicate to management that these securities may be other than temporarily impaired.

In accordance with guidance provided under ASC 320-10-35-28, the Company continued to evaluate those investments which were previously considered not other-than-temporarily impaired.  In the first quarter of 2009, the overall REIT market dropped over 30%.  The status of certain securities which previously did not have a significant impairment and were impaired for less than 6 months, changed.  These securities became significantly impaired for greater than 6 months.  The Company determined that these securities were other than temporarily impaired. As of December 31, 2009, the securities portfolio has improved.

The Company reviews every security where the fair value is below cost.  In future filings, we will quantify the value of securities that have not been evaluated for other than temporary impairment.

In addition, management acknowledges the following:

·

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 any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ ANNA T. CHEW

 ANNA T. CHEW

 Vice President and Chief Financial Officer

An NYSE Amex Company: Symbol - UMH

since 1968

Mail Stop 3010
       February 25, 2010

Via U.S. Mail and Fax (732) 577-9980

Ms. Anna T. Chew
Chief Financial Officer UMH Properties, Inc. Juniper Business Plaza, 3499 Route 9 North, Suite 3-C Freehold, NJ    07728   RE:  UMH Properties, Inc.
Form 10-K for the period  ended December 31, 2008
  Filed March 10, 2009   File No. 1-12690

Dear Ms. Chew:
We have reviewed your response letter  dated January 11, 2010 and have the
following additional comments.  In our comments, we ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Consolidated Statements of Income, page 52

1. We note your response to comment 2.  In future filings, plea se present amounts
earned from dividends, interest on securitie s, profits or losse s on securities and
miscellaneous other income or deduc tions below operating expenses in
accordance with Rule 5-03 of Regulation S-X.

Note 4 – Securities Available for Sale, page 61
2. Your responses to prior comments 4 & 5 indicate that you review securities for
other than temporary impairment if the fa ir value is below cost by 20% and that a
sharp decrease in the REIT market in 2009 resulted in you reviewing securities

UMH Properties, Inc.
February 25, 2010 Page 2
for other than temporary impairment that  had not been reviewed before despite
being in an unrealized loss position for more than 6 months.  Since the guidance
of ASC 320-10-35 does not provi de a quantitative thresh old regarding when to
review for impairment, please clarify to us how you determined that it was
appropriate to not test for other than temporary impairme nt if a security was less
than 20% below cost.  In addition, please qua ntify the value of s ecurities that have
not been evaluated for other than temporary impairment in future filings.

You may contact William Demarest, Sta ff Accountant at 202-551-3432 or me at
202-551-3429 if you have questions regarding co mments on the financial statements and
related matters.  Please contact Jerard Gibson, Staff Attorney at 202-551-3473 with any
other questions.
Sincerely,

Kristi Marrone  Staff Accountant

CORRESP
1
filename1.htm

UMH PROPERTIES, INC

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ  07728

(732) 577-9997

Fax:  (732) 577-9980

January 11, 2010

Ms. Kristi Marrone

Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Dear Ms. Marrone:

We are writing in response to your letter dated December 31, 2009 with respect to the Company’s Form 10-K for the period ended December 31, 2008, filed March 10, 2009, File No. 001-12690.  Our responses to your comments are as follows:

Item 7- Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 25

1.        We note that both net cash used by investing activities and net cash provided by financing activities decreased greatly in 2008, as compared to 2007.  To the extent these changes in your financial condition represent a trend or uncertainty that will affect your liquidity in a material way, please disclose as such. Refer to Item 303(a). Please provide this disclosure in future filings and tell us how you intend to comply.

RESPONSE:

UMH Properties, Inc. (UMH or the Company) understands Item 303(a)(1) of Regulation S-K requires a discussion of liquidity and capital resources and asks registrants to “Identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant's liquidity increasing or decreasing in any material way.”  UMH also notes the language of SEC Release No. 34-26831 expects Registrants to use the statement of cash flows, and other appropriate indicators, in analyzing their liquidity, and to present a balanced discussion dealing with cash flows from investing and financing activities as well as from operations.  The decreases in net cash used by investing activities and net cash provided by financing activities were not due to any known trends or uncertainties that affected

A NYSE Amex Company: Symbol – UMH

since 1968

liquidity in a material way.  These decreases were primarily due to the timing of investment opportunities and the timing of loan maturities.  However, the economic downturn and lack of liquidity in the lending environment may affect the Company’s ability to grow.  This was disclosed in Liquidity and Capital Resources on p.25.  UMH will continue to disclose in future filings any known trends or any known demands, commitments, events or uncertainties that are reasonably likely to have an impact on the Company’s liquidity.

Consolidated Statements of Income, page 52

2.

We note that you have recorded interest and dividend income and the gains and losses on securities transactions as revenue on your consolidated statements of income. It appears that at least some of these amounts represent non-operating income and should be presented below operating expenses. Please revise in future filings or explain to us why you believe a revision is not necessary. Refer to Rule 5-03 of Regulation S-X.

RESPONSE:

Rule 5-03 (b)7 of Regulation S-X under the subtitle “Non-operating income” requires Registrants to “State separately in the income statement or in a note thereto amounts earned from (a) dividends, (b) interest on securities, (c) profits on securities (net of losses), and (d) miscellaneous other income.”  We have separately disclosed this information in the income statement or in the notes thereto.  However, the Company operates as a real estate investment trust (REIT) which invests in real property and securities of other REITs.  The interest and dividend income and the gains and losses on securities transactions resulting from the Company’s REIT securities portfolio is an integral part of operations and as such, has been reported in operations.  In the past, the SEC staff has agreed with this presentation.  However, if the staff’s position has changed, we will revise this in future filings.

Note 2 - Summary of Significant Accounting Policies

Inventory of Manufactured Homes, page 58

3.

Your disclosure indicates that inventory is carried at the lower of cost or market. We note that losses on sales during 2008 were $45,687 and that such losses increased to more than $644,000 during the period ended September 30, 2009. Please clarify to us whether any adjustments have been made to the carrying value of inventory, either during the year ended December 31, 2008 or the subsequent interim period, the amount of such adjustments, if any, or your basis for determining that an adjustment was not necessary.

RESPONSE:

Inventory consists of manufactured homes and is determined by the specific identification method.  The FASB defines market as “the current replacement cost (by purchase or by reproduction, as the case may be) provided that it meets both of the following conditions:  a. Market shall not exceed the net realizable value, and b. Market shall not be less than net realizable value reduced by an allowance for an approximate normal profit margin.”  The FASB defines net realizable value as

A NYSE Amex Company: Symbol – UMH

since 1968

the “estimated selling price in the ordinary course of business less reasonably predictable costs of completion and disposal.”  The Company’s gross profit on sales of inventory was approximately $1,300,000 for the year ended December 31, 2008 and $265,000 for the nine months ended September 30, 2009. UMH reviews each inventory item.  In all instances, the carrying cost was below the current replacement cost and below the selling price.  It was determined that there was no obsolete inventory during the year ended December 31, 2008 or the subsequent interim periods.  No adjustments have been made to the carrying value of inventory, either during the year ended December 31, 2008 or the subsequent interim periods.  The losses on sales include selling expenses of approximately $1,400,000 for the year ended December 31, 2008 and $900,000 for the nine months ended September 30, 2009.  Many of these costs, such as rent, salaries, and to an extent, advertising and promotion, are fixed.  The Company has experienced a 25% decrease in sales in 2008 and a 41% decrease for the nine months ended September 30, 2009.

Note 4 - Securities Available for Sale, page 61

4.

We note that unrealized losses at December 31, 2008 were approximately $5.6 million and that a significant portion relates to securities that have been in an unrealized loss position for more than one year. We also note that you recognized an impairment loss of approximately $2.5 million during 2008. Please clarify to us how you determined that other than temporary impairment was limited to $2.5 million at December 31, 2008.

RESPONSE:

All of our securities are classified as held for sale.  Under ASC 320-10-35-18, management is required to determine whether a decline in fair value below the cost basis is other than temporary.  The Company has developed a general policy of evaluating whether an unrealized loss is other than temporary.  The Company reviews on a quarterly basis whether there are any securities that have a fair value significantly below cost (approximately 20%) for an extended period of time (approximately 6 months) to review for other than temporary impairment.  In addition, the Company may select a security which has been at a 20% loss for less than 6 months or if other information is known about a particular security which may indicate to management that a security may be other than temporarily impaired.  Once certain securities have been identified for review, the Company discusses and analyzes any relevant information known about the security, such as:

a.

Whether the decline is attributable to adverse conditions related to the security or to specific conditions in an industry or in a geographic area.

b.

Whether management has the intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

c.

Any downgrading of the security by a rating agency.

d.

Whether the financial condition of the issuer has deteriorated.

A NYSE Amex Company: Symbol – UMH

since 1968

e.

Status of dividends – Whether dividends have been reduced or eliminated, or scheduled interest payments have not been made.

f.

Analysis of the underlying assets (including NAV analysis) using independent analysis or recent transactions.

In determining fair value for equity securities, the Company has used quoted market prices.  For debt securities, ASC 320-10-35-33C states that “an entity shall compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security.”  The Chief Accountant at the SEC in a letter to the FASB dated October 14, 2008, commented on inquiries concerning assessing fair value for perpetual preferred securities under the existing other than temporary impairment model.  These securities are often structured in equity form but generally possess significant debt-like characteristics in that these instruments provide for periodic cash flows in the form of dividends, contain call features, are rated similar to debt securities and are priced like long-term callable bonds.  In this letter, the Office of Chief Accountant has concluded that it would not object to an issuer, for impairment tests, applying an impairment model (including anticipated recovery period) similar to a debt security provided that there has been no evidence of deterioration of credit of the issuer (for example, a decline in the cash flows from holding the investment or a downgrade of the rating of the security below investment grade) until the matter can be address further by the FASB.

The Company has also considered the guidance provided by ASC 320-10-S99 SAB Topic 5M, which states that “the market price may be affected by general market conditions which reflect prospects for the economy as a whole or by specific information pertaining to an industry or to an individual company.  Such declines require further investigation by management.  Acting upon the premise that a write-down may be required, management should consider all available evidence to evaluate the realizable value of its investment in equity securities classified as available-for-sale.”  Additionally, ASC 820-10-35-15A states that “[However,] it is also not appropriate to automatically conclude that any transaction price is determinative of fair value.  Determining fair value in a dislocated market depends on the facts and circumstances and may require the use of significant judgment about whether individual transactions are forced liquidations or distressed sales.”  The REIT preferred stocks experienced a historical sell-off at the end of 2008 due to de-leveraging of the holders of preferred stocks.  The Company believes that generally the quoted prices of preferred securities did not reflect the underlying values of the companies and their anticipated performance but a forced selling of securities to raise cash.   Therefore, to determine fair value of the perpetual preferred holdings for impairment purposes, the Company used a discounted cash flow approach using the expected dividends to be received over the expected holding period and eventual redemption of the security at par.  This discounted cash flow value was then compared to the cost to estimate an unrealized loss.  The Company used all information available, including credit ratings, to determine whether the individual securities are other than temporarily impaired.

The Company applied the above procedures and guidance in ASC 320-10-35 and 325-40-35, and considered approximately $2.5 million of the securities portfolio to be other than temporarily impaired.  Although there was an approximate $2.4 million unrealized loss in the portfolio which has been impaired for 12 months or longer, the significant impairment (greater

A NYSE Amex Company: Symbol – UMH

since 1968

than 20%) was for less than 6 months or the discounted cash flow value exceeded cost.  As of September 30, 2009, the securities portfolio has improved.

5.

The comment above notwithstanding, please tell us the changes in circumstances that lead to the recognition of an additional $1.7 million of impairment charges during the period ended March 31, 2009.

RESPONSE:

In accordance with guidance provided under ASC 320-10-35-28, the Company continued to evaluate those investments which were previously considered not other-than-temporarily impaired.  In the first quarter of 2009, the overall REIT market dropped over 30%.  The status of certain securities which previously did not have a significant impairment changed.  These securities became significantly impaired for greater than 6 months.  The Company determined that an additional $1.7 million of impairment charges was warranted.

Note 13 - Fair Value Measurements, page 75

6.

Please clarify to us and in future filings the nature of the inputs and valuation techniques used to measure fair value for assets and liabilities classified as Level 2. Refer to ASC 820-10-50-2.

RESPONSE:

The Company’s convertible subordinated debentures were valued at par based on significant other observable inputs (Level 2) as follows:

·

The issuer has redeemed these debentures at par.

·

Debenture holders have transferred these debentures at par.

·

A brokerage firm has recommended a transfer at par.

·

Borrowings against these debentures were based on par.

Additionally, the Company corroborated the valuation at par by performing a comparable yield analysis of these debentures using observable market data.

Our interest rate swaps have the effect of fixing variable LIBOR-based mortgages.  These interest rate swaps are valued based on inputs other than quoted prices that are observable (Level 2) since the LIBOR swap rate is observable at commonly quoted intervals for the full term of the swap.

We will expand our disclosure in future filings.

A NYSE Amex Company: Symbol – UMH

since 1968

In addition, management acknowledges the following:

·

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 any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ ANNA T. CHEW

 ANNA T. CHEW

 Vice President and Chief Financial Officer

A NYSE Amex Company: Symbol – UMH

since 1968

Mail Stop 3010
       December 31, 2009

Via U.S. Mail and Fax (732) 577-9980

Ms. Anna T. Chew
Chief Financial Officer UMH Properties, Inc. Juniper Business Plaza, 3499 Route 9 North, Suite 3-C Freehold, NJ    07728
 RE:  UMH Properties, Inc.
Form 10-K for the period ended December 31, 2008
  Filed March 10, 2009   File No. 1-12690

Dear Ms. Chew:
We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your disclosure in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review 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 on any other asp ect of our review.  Feel free to call us at
the telephone numbers listed at the end of this letter.  Item 7- Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Liquidity and Capital Resources, page 25

 1. We note that both net cash used by investing activities and net cash provided by
financing activities decreased greatly in 2008, as compared to 2007.   To the extent these

Ms. Anna T. Chew
UMH Properties, Inc. December 31, 2009 Page 2
changes in your financial condition represent a trend or uncertainty that will affect your liquidity in a material way, please disclose as such.  Refer to Item 303(a).  Please provide
this disclosure in future filings and tell us how you intend to comply.
 Consolidated Statements of Income, page 52

 2. We note that you have recorded interest and dividend income and the gains and losses on
securities transactions as revenue on your consolidated statements of income.  It appears that at least some of these amounts represent non-operating income and should be presented below operating expenses.  Please revise in future filings or explain to us why you believe a revision is not necessary.  Refer to Rule 5-03 of Regulation S-X.
 Note 2 – Summary of Significant Accounting Policies

 Inventory of Manufactured Homes, page 58

 3. Your disclosure indicates that inventory is ca rried at the lower of cost or market.  We
note that losses on sales during 2008 were $45,687 and that such losses increased to more than $644,000 during the period ended September 30, 2009.  Please clarify to us whether any adjustments have been made to the carrying value of inventory, either during the year ended December 31, 2008 or the subsequent interim period, the amount of such adjustments, if any, or your basis for determining that an adjustment was not necessary.
 Note 4 – Securities Available for Sale, page 61

 4. We note that unrealized losses at December 31, 2008 were approximately $5.6 million
and that a significant portion relates to securities that have been in an unrealized loss position for more than one year.  We also note that you recognized an impairment loss of approximately $2.5 million during 2008.  Please clarify to us how you determined that other than temporary impairment was limited to $2.5 million at December 31, 2008.

5. The comment above notwithstanding, please tell us the changes in circumstances that
lead to the recognition of an additional $1.7 million of impairment charges during the period ended March 31, 2009.
 Note 13 – Fair Value Measurements, page 75

 6. Please clarify to us and in future filings the nature of the inputs and valuation techniques
used to measure fair value for assets and liabilities classified as Level 2.  Refer to ASC 820-10-50-2.

*    *    *    *

Ms. Anna T. Chew
UMH Properties, Inc. December 31, 2009 Page 3
As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  You may wish to provide us with marked copies of the amended disclosure to expedite our review.  Please furnish a cover letter with your amended disclosure that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amended disclosure and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating 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 any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.
You may contact William Demarest, Sta ff Accountant at 202-551-3432 or me at 202-
551-3429 if you have questions regarding comments on the financial statements and related matters.  Please contact Jerard Gibson, Staff A ttorney at 202-551-3473 with any other questions.

Sincerely,

Kristi Marrone  Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4561

        September 29, 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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

Jennifer Gowetski Senior Counsel

CORRESP
1
filename1.htm

UMH PROPERTIES, INC

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ  07728

(732) 577-9997

Fax:  (732) 577-9980

August 15, 2008

Ms. Jennifer Gowetski

Senior Counsel

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Dear Ms. Gowetski:

We are writing in response to your letter dated August 4, 2008 with respect to the Company’s Form 10-K, filed March 11, 2008, file No. 001-12690.  Our responses to your comments are as follows:

Item 11 – Executive Compensation, page 32

Base Salaries, page 33

Bonuses, page 33

Response:

1.

The registrant has used the Residential Sector of the Real Estate Compensation Survey (the survey), produced under the guidance of the National Association of Real Estate Investment Trusts (NAREIT), as a guide to setting compensation levels.  Participant company data is not presented in a manner that specifically identifies any named individual or company.  This survey details compensation by position type with statistical salary and bonus information for each position.  The registrant’s salary and bonus amounts are compared to the ranges presented for reasonableness.   We will include a statement in future filings which describes that a compensation survey of residential real estate investment trusts was used as the peer group for comparison and where the compensation fell within this survey.

2.

The President has an employment contract which specifies a bonus plan.  The bonus plan suggests bonus amounts for certain performance goals related to FFO per share, home sales, and occupancy.  These bonus targets were originally filed with the employment contract but will be included in future filings in the bonus compensation disclosures.

An American Stock Exchange Company: Symbol - UMH

since 1968

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

Response:

3.

No director, executive officer, or any immediate family member of such director or executive officer may enter into any transaction or arrangement with the Company without the prior approval of the Board of Directors.  The Board of Directors will appoint a Business Judgment Committee consisting of independent directors who are also independent of the transaction or arrangement.  This Committee will recommend to the Board of Directors approval or disapproval of the transaction or arrangement.  In determining whether to approve such a transaction or arrangement, the Business Judgment Committee will take into account, among other factors, whether the transaction was on terms no less favorable to the Company than terms generally available to third parties and the extent of the executive officer’s or director’s involvement in such transaction or arrangement.  While the Company does not have specific written standards for approving such related party transactions, such transactions are only approved if it is in the best interest of the Company and its shareholders.  Additionally, the Company’s Code of Business Conduct and Ethics requires all directors, officers and employees who may have a potential or apparent conflict of interest to immediately notify the Company’s General Counsel.  Further, to identify related party transactions, the Company submits and requires our directors and executive officers to complete director and officer questionnaires identifying any transactions with the Company in which the director, executive officer or their immediate family members have an interest.  This information will be disclosed in future filings.

In addition, management acknowledges the following:

·

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 any action with respect to the filing;

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ ANNA T. CHEW

 ANNA T. CHEW

 Chief Financial Officer

An American Stock Exchange Company: Symbol - UMH

since 1968

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

October 18, 2006

Mail Stop 4561

VIA U.S. MAIL AND FAX (732) 577-9980

Ms. Anna T. Chew
Vice President and Chief Financial Officer
UMH Properties, Inc.
3499 Route 9   Suite 3C
Freehold, NJ  07728

Re: UMH Properties, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 9, 2006
Response letter dated August 9, 2006
File No. 1-12690

Dear Ms. Chew:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

      S i n c e r e l y ,

Daniel L. Gordon
Accounting Branch Chief

CORRESP
1
filename1.htm

						April 7, 1997

UMH Properties, Inc.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ  07728

(732) 577-9997

Fax:  (732) 577-9980

August 9, 2006

Mr. James Webster

Staff Accountant

U.S. Securities and Exchange Commission

Mail Stop 4561

Washington, D.C.  20549

Re:

UMH Properties, Inc.

File No. 1-12690

Comment Letter dated July 31, 2006

Dear Mr. Webster:

We are writing in response to your letter dated July 31, 2006 with respect to the Company’s Form 10-K for the year ended December 31, 2005 and Form 10-Q for the quarter ended March 31, 2006.

Form 10-K

Item 7 – Management’s Discussion and Analysis

Contractual Obligations, page 22

The Company does not have a formal post-retirement benefits plan for our employees.  Included in the contractual obligations table are retirement benefits relating to two executive officers.  These benefits are based upon specific employment agreements with these two executives.  The agreements do not require the Company to separately fund the obligation.  This information will be disclosed under contractual obligations in future filings.

The amount of the retirement benefits in the contractual obligations table ($932,050) represents the total future amount to be paid on an undiscounted basis.  As disclosed in Footnote 8 – Other Matters, the amount disclosed in the footnote ($697,058) represents the total amount which has been accrued under these agreements on a present value basis over the terms of the agreements.  The difference represents the amounts to be accrued over the remaining terms.

Form 10-Q

Certifications – Exhibit 31.1 and 31.2

The portion of the certifications relating to internal control over financial reporting was inadvertently omitted from the filing.  We will file an amendment to our Form 10-Q for the quarter ended March 31, 2006 that includes the entire filing together with the certifications of

Eugene W. Landy (CEO) and Anna T. Chew (CFO) in the form set forth in Item 601(b)(31) or Regulation S-K.

We acknowledge that:

·

the Company is responsible for the adequacy and accuracy of the disclosures in the filings;

·

SEC staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or need additional information, please contact me at (732) 577-9997.

Very truly yours,

/s/ Anna T. Chew

ANNA T. CHEW

Vice President and Chief Financial Officer

July 31, 2006

Mail Stop 4561

VIA U.S. MAIL AND FAX (732) 577-9980

Ms. Anna T. Chew
Vice President and Chief Financial Officer
UMH Properties, Inc.
3499 Route 9Suite 3C
Freehold, NJ  07728

Re: UMH Properties, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 9, 2006
File No. 1-12690

Dear Ms. Chew:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise 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 detailed as necessary in your explanation.  In some our comments, we ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our review 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

Item 7 – Managements Discussion and Analysis
Contractual Obligations, page 22

1. We note that the company is obligated to provide certain post-retirement benefits and that these benefits are currently unfunded.  Please provide us with information regarding the benefit plan including the type of plan, who can participate and the company’s obligation to fund.  Also, tell us why the amount in the contractual obligations table does not reconcile with the amount disclosed in footnote 8 – Other Matters.

Ms. Anna T. Chew
UMH Properties, Inc. July 31, 2006
2

Exhibit 31

2. We note that the certifications filed as Exhibit 31.1 and 31.2 to your Form 10-Q are not in the proper form.  The required certifications must be in the exact form prescribed; the wording of the required certifications may not be changed in any respect. Certain portions of the certifications relating to internal control over financial reporting may be omitted as stated in Section III.E of SEC Release No. 33-8238.  Accordingly, please file an amendment to your Form 10-Q that includes the entire filing together with the certification of your current CEO and CFO in the form currently set forth in Item 601(b)(31) of Regulation S-K.

*    *    *    *

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please file your response on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating 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 any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Ms. Anna T. Chew
UMH Properties, Inc. July 31, 2006
3

You may contact James Webster, Staff Accountant, at (202) 551-3446 or me, at (202)
551-3486 if you have questions.

      S i n c e r e l y ,

Daniel L. Gordon
Accounting Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

       May 17, 2005

Mail Stop 4561

Anna T. Chew
United Mobile Homes, Inc.
Juniper Business Plaza
3499 Route 9 North
Suite 3-C
Freehold, NJ  07728

Re:	Item 4.02 Form 8-K
	Filed 3/16/05
      File No. 001-12690

Dear Ms. Chew:

	We have reviewed your Item 4.02 Form 8-K for compliance
with
the form requirements and have the following comment.

	Please amend your report to include all of the information
required by Item 4.02(a) of Form 8-K, including disclosure of
the
date of the conclusion regarding your non-reliance on financial
statements for periods ending on or prior to September 30, 2004.

	You should file an amendment in response to this comment on
or
before May 24, 2005.

	We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filings reviewed by the staff
to
be certain that they have provided all information investors
require for an informed decision.  Since the company and its
management are in possession of all facts relating 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the
staff
of the Division of Corporation Finance in our review of your
filings or in response to our comments on your filings.

	If you have any questions, please call me at (202) 551-
3429.

							Sincerely,

							Kristina Beshears
							Staff Accountant

??

??

??

??

United Mobile Homes, Inc.
May 17, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

						April 7, 1997

UNITED MOBILE HOMES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ  07728

(732) 577-9997

Fax:  (732) 577-9980

May 23, 2005

Ms. Kristina Beshears

Staff Accountant

U.S. Securities and Exchange Commission

Mail Stop 4561

Washington, D.C.  20549

Re:

United Mobile Homes, Inc.

File No. 001-12690

Comment Letter dated May 17, 2005

Dear Ms. Beshears:

We are writing in response to your letter dated May 17, 2005 with respect to Item 4.02 of the Company’s Form 8-K filed on March 16, 2005.

We have amended Form 8-K, including the disclosure of the date of the conclusion regarding the non-reliance on our financial statements for periods ending on or prior to September 30, 2004.

We acknowledge that:

·

the Company is responsible for the adequacy and accuracy of the disclosures in the filings;

·

SEC staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or need additional information, please contact me at (732) 577-9997.

Very truly yours,

/s/ Anna T. Chew

ANNA T. CHEW

Vice President and Chief Financial Officer