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

                                    FORM 10-Q

            [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended           July 31, 2005
                               ----------------------------------

                                       OR

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

For the transition period from                        to
                               ---------------------      ----------------------

                          Commission File Number 1-4702

                                AMREP Corporation
--------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)

         Oklahoma                                            59-0936128
--------------------------------------------------------------------------------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                           Identification No.)

641 Lexington Avenue, Sixth Floor, New York, New York                 10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code         (212) 705-4700
                                                   ----------------------------

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

                           Yes    X      No
                              --------      ---------

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                           Yes           No    X
                              --------      ----------

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                           Yes           No    X
                              --------      ----------

Number of Shares of Common Stock, par value $.10 per share,  outstanding at July
31, 2005 - 6,626,112.

<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----



PART I.  FINANCIAL INFORMATION                                         PAGE NO.
                                                                       --------
Item 1. Financial Statements

        Consolidated Balance Sheets (Unaudited)
          July 31, 2005 and April 30, 2005                                 1

        Consolidated Statements of Operations and Retained Earnings
          (Unaudited) Three Months Ended July 31, 2005 and 2004            2

        Consolidated Statements of Cash Flows (Unaudited)
          Three Months Ended July 31, 2005 and 2004                        3

        Notes to Consolidated Financial Statements                         4

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                      5 - 8

Item 3. Quantitative and Qualitative Disclosures About Market Risk         8

Item 4. Controls and Procedures                                            8

PART II.  OTHER INFORMATION

Item 6. Exhibits                                                           9

SIGNATURE                                                                  10

EXHIBIT INDEX                                                              11




<PAGE>

                           PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements
------    --------------------

                       AMREP CORPORATION AND SUBSIDIARIES
                    Consolidated Balance Sheets ( Unaudited )
               (Thousands, except par value and number of shares)
<TABLE>
<S>                                                                                <C>                   <C>
                                                                                        July 31,               April 30,
                                                                                          2005                   2005
                                                                                   ------------------    -------------------

ASSETS:
Cash and cash equivalents                                                          $      43,341          $       37,743
Receivables, net:
   Magazine service operations                                                            44,068                  51,348
   Real estate operations                                                                  6,255                   6,277
                                                                                   ------------------    -------------------
                                                                                          50,323                  57,625

Real estate inventory                                                                     54,575                  52,906
Investment assets - net                                                                   11,308                  11,356
Property, plant and equipment, at cost, net of accumulated
   depreciation and amortization of $20,966 at July 31, 2005
   and $19,972 at April 30, 2005                                                          11,345                  11,600
Other assets, net                                                                         13,402                  12,347
Assets of discontinued operations                                                              -                   5,541
Goodwill                                                                                   5,191                   5,191
                                                                                   ------------------    -------------------
   TOTAL ASSETS                                                                    $     189,485          $      194,309
                                                                                   ==================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable and accrued expenses                                              $      43,084          $       50,720
Dividends payable                                                                          3,644                       -
Liabilities of discontinued operations                                                         -                      13
Notes payable:
   Amounts due within one year                                                             2,121                   2,099
   Amounts subsequently due                                                                6,045                   9,955
                                                                                   ------------------    -------------------
                                                                                           8,166                  12,054

Taxes payable                                                                              1,571                   2,220
Deferred income taxes                                                                      8,085                   6,117
Accrued pension cost                                                                       5,810                   5,780
                                                                                   ------------------    -------------------
   TOTAL LIABILITIES                                                                      70,360                  76,904
                                                                                   ------------------    -------------------

Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized - 20,000,000; 7,414,704 shares issued
    at July 31, 2005 and April 30, 2005                                                      741                     741
  Capital contributed in excess of par value                                              45,395                  45,395
  Retained earnings                                                                       84,415                  82,695
  Accumulated other comprehensive loss, net                                               (5,976)                 (5,976)
  Treasury stock, at cost; 788,592 shares at July 31, 2005
    and April 30, 2005                                                                    (5,450)                 (5,450)
                                                                                   ------------------    -------------------
   TOTAL SHAREHOLDERS' EQUITY                                                            119,125                 117,405
                                                                                   ------------------    -------------------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $     189,485          $      194,309
                                                                                   ==================    ===================
</TABLE>


                 See notes to consolidated financial statements.

                                       1
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                    Three Months Ended July 31, 2005 and 2004
                      (Thousands, except per share amounts)
 <TABLE>
<S>                                                                         <C>                    <C>

                                                                                   2005                    2004
                                                                            -----------------      -------------------
REVENUES:

Magazine service operations                                                 $     22,155           $      23,650

Real estate operations - land sales                                                7,409                   9,682

Interest and other                                                                   450                     306
                                                                            -----------------      -------------------
                                                                                  30,014                  33,638
                                                                            -----------------      -------------------
COSTS AND EXPENSES:

Magazine service operating expenses                                               18,505                  18,917

Real estate cost of sales                                                          4,763                   4,478

Real estate commissions and selling                                                  266                     649

Other operations                                                                     309                     275

General and administrative:
   Magazine service operations                                                     2,162                   2,066
   Real estate operations and corporate                                            1,009                     854

Interest expense, net                                                                140                     144
                                                                           -----------------      -------------------
                                                                                  27,154                  27,383
                                                                           -----------------      -------------------
         Income before income taxes                                                2,860                   6,255

PROVISION  FOR  INCOME TAXES FROM CONTINUING OPERATIONS                            1,058                   2,314
                                                                           -----------------      -------------------
INCOME FROM CONTINUING OPERATIONS                                                  1,802                   3,941
INCOME FROM OPERATIONS OF DISCONTINUED BUSINESS (NET OF INCOME TAXES)              3,562                      85
                                                                            -----------------      -------------------
NET INCOME                                                                         5,364                   4,026

RETAINED EARNINGS, beginning of period                                            82,695                  69,815
DIVIDENDS PAYABLE                                                                 (3,644)                 (2,645)
                                                                           -----------------      -------------------
RETAINED EARNINGS, end of period                                            $     84,415           $      71,196
                                                                           =================      ===================

EARNINGS PER SHARE - BASIC AND DILUTED
   CONTINUING OPERATIONS                                                    $       0.27           $        0.60
   DISCONTINUED OPERATIONS                                                          0.54                    0.01
                                                                           -----------------      -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                      $       0.81           $        0.61
                                                                           =================      ===================

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                                                            6,626                   6,606
                                                                           =================      ===================
</TABLE>

                 See notes to consolidated financial statements.

                                       2
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                    Three Months Ended July 31, 2005 and 2004
                                   (Thousands)

<TABLE>
<S>                                                                          <C>                     <C>
                                                                                   2005                     2004
                                                                             -----------------       -------------------
     CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                             $     5,364             $      4,026
                                                                             -----------------       -------------------
      Adjustments to reconcile net income to net cash provided by
      operating activities -
       Depreciation and amortization                                               1,267                    1,221
       Non-cash credits and charges:
         Pension expense accrual                                                      51                       54
         Bad debt reserve                                                             74                     ( 92)
       Gain on condemnation of utility company                                    (5,516)                       -
       Changes in assets and liabilities -
         Receivables                                                               7,228                  ( 6,339)
         Real estate inventory                                                   ( 1,669)                   2,015
         Other assets                                                            ( 1,266)                   ( 529)
         Accounts payable and accrued expenses                                     ( 670)                   ( 719)
         Taxes payable                                                             ( 649)                     140
         Deferred income taxes                                                     1,968                      798
                                                                             -----------------       -------------------
          Total adjustments                                                          818                   (3,451)
                                                                             -----------------       -------------------
          Net cash provided by operating activities                                6,182                      575
                                                                             -----------------       -------------------
     CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                                         ( 743)                 ( 1,202)
      Proceeds from condemnation of utility company                                4,047                        -
                                                                             -----------------       -------------------
          Net cash provided (used) by investing activities                         3,304                  ( 1,202)
                                                                             -----------------       -------------------
     CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from debt financing                                                 4,822                      181
      Principal debt payments                                                    ( 8,710)                 ( 1,039)
      Proceeds from exercise of stock options                                          -                       35
                                                                             -----------------       -------------------
          Net cash used by financing activities                                  ( 3,888)                   ( 823)
                                                                             -----------------       -------------------
        Increase (decrease) in cash and cash equivalents                           5,598                  ( 1,450)
      CASH AND CASH EQUIVALENTS, beginning of period                              37,743                   26,805
                                                                             -----------------       -------------------

      CASH AND CASH EQUIVALENTS, end of period                               $    43,341             $     25,355
                                                                             =================       ===================

     SUPPLEMENTAL CASH FLOW INFORMATION:
      Interest paid - net of amounts capitalized                             $       186             $        118
                                                                             =================       ===================
      Income taxes paid - net of refunds                                     $     1,831             $      1,426
                                                                             =================       ===================

                 See notes to consolidated financial statements.
</TABLE>

                                       3
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                    Three Months Ended July 31, 2005 and 2004

(1)      Basis of Presentation
         ---------------------

The accompanying  unaudited  consolidated  financial  statements included herein
have been prepared by AMREP  Corporation  (the  "Registrant"  or the  "Company")
pursuant to the rules and regulations of the Securities and Exchange  Commission
for interim  financial  information,  and do not include all the information and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management,   the  accompanying   unaudited  financial  statements  include  all
adjustments, which are of a normal recurring nature, necessary to reflect a fair
presentation  of the results for the interim periods  presented.  The results of
operations  for such interim  periods are not  necessarily a good  indication of
what may occur in future periods.

The  unaudited  consolidated  financial  statements  herein  should  be  read in
conjunction with the Company's  annual report on Form 10-K, as amended,  for the
year ended April 30, 2005 which was  previously  filed with the  Securities  and
Exchange Commission.

(2)      Information About the Company' s Operations in Different Industry
         -----------------------------------------------------------------
         Segments
         --------

The following tables set forth summarized data relative to the industry segments
for  continuing  operations  in which the Company  operated  for the three month
periods ended July 31, 2005 and 2004.
<TABLE>

THREE MONTHS:
<S>                                  <C>             <C>            <C>             <C>           <C>

                                       Newsstand     Fulfillment    Real Estate
                                      Distribution     Services     Operations      Corporate     Consolidated
                                     --------------  -------------  -------------  -------------  ------------
July  2005 (Thousands):
   Revenues                          $     3,611     $  18,544      $   7,689      $     170      $   30,014
   Operating and SG&A expenses             2,822        17,845          5,711            636          27,014
   Management fee                             36           213            249          ( 498)              -
   Interest expense, net                      30           110              -              -             140
                                     --------------  -------------  -------------  -------------  ------------
   Pretax income contribution from
     continuing operations           $       723     $     376      $   1,729      $      32      $    2,860
                                     ==============  =============  =============  =============  ============

   Identifiable assets               $    32,036     $  43,189      $  76,510      $  32,559      $  184,294

   Intangible assets                 $     3,893     $   1,298      $       -      $       -      $    5,191
--------------------------------------------------------------------------------------------------------------
July 2004 (Thousands):
   Revenues                          $     3,181     $  20,469      $   9,965      $      23      $   33,638
   Operating and SG&A expenses             2,642        18,341          5,801            455          27,239
   Management fee                             29           196            225          ( 450)              -
   Interest expense, net                     ( 4)          127              -             21             144
                                     --------------  -------------  -------------  -------------  ------------
   Pretax income ( loss )
     contribution from continuing
     operations                      $       514     $   1,805      $   3,939      $     ( 3)     $    6,255
                                     ==============  =============  =============  =============  ============

   Identifiable assets               $    32,883     $  40,430      $  78,152      $  17,985      $  169,450

   Intangible assets                 $     3,893     $   1,298      $       -      $       -      $    5,191
--------------------------------------------------------------------------------------------------------------

</TABLE>

                                       4
<PAGE>


Item 2.   Management's Discussion and Analysis of Financial Condition
------    -----------------------------------------------------------
          and Results of Operations
          -------------------------

INTRODUCTION

The Company,  through its  subsidiaries,  is primarily engaged in three business
segments:  the Real Estate  business  operated by AMREP  Southwest  Inc. and its
subsidiaries (collectively,  "AMREP Southwest") and the Fulfillment Services and
Newsstand  Distribution  Services  businesses  operated by Kable Media Services,
Inc. and its subsidiaries  (collectively,  "Kable"). The Company's foreign sales
and activities are not significant.

The following  provides  information that management  believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial  condition.  The discussion should be read in conjunction with the
consolidated financial statements and accompanying notes. All references in this
Item 2 to the  first  three  months or first  quarter  of 2006 and 2005 mean the
fiscal quarters ended July 31, 2005 and July 31, 2004.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's  discussion  and  analysis of  financial  condition  and results of
operations  is based on the  accounting  policies used and disclosed in the 2005
consolidated  financial  statements and accompanying notes that were prepared in
accordance with accounting principles generally accepted in the United States of
America and included as part of the  Company's  annual  report on Form 10-K,  as
amended,  for the year  ended  April  30,  2005  (the  "2005  Form  10-K").  The
preparation of those financial  statements required management to make estimates
and assumptions that affected the reported amounts of assets and liabilities and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting periods. Actual amounts or results could differ from those estimates.

The  significant  accounting  policies of the Company are described in Note 1 to
the 2005 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
the 2005 Form  10-K.  There  have been no  changes  in the  critical  accounting
policies.  Information  concerning  the  implementation  and the  impact  of new
accounting  standards  issued by the  Financial  Accounting  Standards  Board is
included in the notes to the 2005 consolidated financial statements. The Company
did not adopt an accounting  policy in the first quarter of fiscal 2006 that had
a  material  impact  on  its  financial  condition,   liquidity  or  results  of
operations.

RESULTS OF OPERATIONS

Three Months ended July 31, 2005 Compared to Three Months ended July 31, 2004

For the first quarter of fiscal 2006,  net income was  $5,364,000,  or $0.81 per
share,  compared to net income of $4,026,000,  or $0.61 per share,  in the first
quarter of the prior  fiscal  year.  This  consisted  of 2006 first  quarter net
income from continuing  operations of $1,802,000,  or $0.27 per share,  and from
discontinued operations of $3,562,000, or $0.54 per share, versus $3,941,000, or
$0.60 per share, and $85,000,  or $0.01 per share, in the same period last year.
Revenues were  $30,014,000 in the current year first quarter versus  $33,638,000
in the first quarter of fiscal 2005.

Income from discontinued  operations in the first quarter of 2006 was the result
of  the  after-tax  gain  (including  interest  and  net  of  expenses)  on  the
disposition  through  condemnation  proceedings  of the  primary  assets  of the
Company's El Dorado, New Mexico water utility subsidiary. Financial information


                                       5
<PAGE>

for  operations  from prior  periods  has been  reclassified  to conform to this
presentation.

Kable's  revenues  were  $22,155,000  in the first  quarter of 2006  compared to
$23,650,000 in the same quarter last year.  This 6.3% decrease was the result of
a 9.4% revenue decline in the Fulfillment  Services  segment offset in part by a
13.5% revenue  increase in the Newsstand  Distribution  Services  business.  The
decline in Fulfillment  Services revenues was principally the result of customer
losses at the Colorado  fulfillment  business  that occurred  throughout  fiscal
2005,  most of which had been  identified  prior to Kable's  acquisition of that
business in April 2003, while the increase in revenues of Newsstand Distribution
Services resulted from increased sales of magazines distributed due, in part, to
additional business obtained from the purchase of certain distribution contracts
in the third quarter of fiscal 2005.  Kable's operating  expenses decreased 2.2%
in the first quarter of 2006 compared to the same period last year, and amounted
to 84% and 80% of related  revenues in the first three  months of 2006 and 2005,
respectively.  Fulfillment  Services' operating expenses decreased 3.8% for this
period,  primarily due to reduced payroll  resulting from the revenue  decrease,
but  increased  as a percentage  of its revenues to 88% in the first  quarter of
2006 from 83% in the same period  last year  primarily  because a  reduction  of
variable expenses,  including  payroll,  in relation to the revenue decrease was
offset by fixed costs of  equipment  and other  overhead  costs  which  remained
comparable  from  2005's  first  quarter  to that of 2006.  Operating  costs for
Newsstand  Distribution  Services  increased  12.5% in the first three months of
2006 compared to the same period last year as a result of costs  associated with
the  distribution  contracts  purchased in the third quarter of fiscal 2005, and
amounted to approximately 59% of related revenues in both years.

Revenues at AMREP  Southwest  decreased from  $9,965,000 in the first quarter of
2005 to $7,689,000 in the first quarter of 2006,  mainly  because the prior year
included $1,913,000 of revenues from the settlement of condemnation  proceedings
involving the Company's last remaining parcel of land in Florida.  Revenues from
land  sales  in the  Company's  core  market  of Rio  Rancho,  New  Mexico  were
$7,409,000  in the first three months of 2006  compared to  $7,769,000 in 2005's
first quarter. The gross profit percentage on Rio Rancho land sales in the first
quarter  decreased from 53% in 2005 to 36% in 2006 due to a change in the mix of
developed versus unimproved lots sold, as the sales in the first quarter of 2006
included a greater  proportion of developed  lots (which  generally have a lower
gross profit margin than unimproved lots) than was the case in the first quarter
of  2005.   Revenues  and  related  gross  profits  from  land  sales  can  vary
significantly  from period to period as a result of many factors,  including the
nature  and  timing  of  specific  transactions,   and  prior  results  are  not
necessarily a good indication of what may occur in future periods.

Real Estate  commissions and selling expenses decreased to $266,000 in the first
quarter of the  current  year from  $649,000 in the same period last year due to
costs associated with the prior year condemnation proceedings of the property in
Florida referred to above. Such costs generally vary depending upon the terms of
specific sale transactions. Real estate and corporate general and administrative
expenses  increased  from $854,000 in the first quarter of 2005 to $1,009,000 in
the same period of 2006, principally as a result of an increase in the Company's
stock price which is used to value a portion of directors'  compensation paid in
stock.  General and administrative  costs of magazine operations  increased from
$2,066,000  in the first quarter of 2005 to $2,162,000 in the same period of the
current year  primarily due to an increase in health care costs  resulting  from
claim experience.

LIQUIDITY AND CAPITAL RESOURCES

During the past several  years,  the Company has financed  its  operations  from
internally   generated  funds  from  real  estate  sales  and  magazine  service
operations,   and  from  borrowings   under  its  various  lines-of  credit  and
development loan agreements.


                                       6
<PAGE>


Cash Flows From Financing Activities
------------------------------------

In April  2005,  various  of Kable's  subsidiaries  comprising  its  Fulfillment
Services and Newsstand  Distribution  Services  businesses entered into a credit
arrangement  with a bank that allows separate  revolving  credit  borrowings for
each business of up to $11,000,000 for Fulfillment Services and up to $9,000,000
for Distribution  Services based upon a prescribed  percentage of the borrower's
eligible  accounts  receivable,  as defined.  At July 31,  2005,  the  borrowing
availability of the Fulfillment Services business was $11,000,000, against which
$1,985,000 was outstanding  with interest at a rate of  approximately  5.4%, and
the borrowing availability of the Distribution Services business was $9,000,000,
against  which   $2,149,000  was   outstanding   with  interest  at  a  rate  of
approximately  5.1%.  An  additional  $3,000,000  is available  under the credit
arrangement for capital expenditures.

AMREP  Southwest  has a loan  agreement  with a bank  with a  maximum  borrowing
capacity of $10,000,000  that is used to support real estate  development in New
Mexico. There were no balances outstanding under this arrangement at either July
31, 2005 or April 30, 2005.

On July 13, 2005, the Company's Board of Directors  declared a special  dividend
of $0.55 per share payable on August 19, 2005 to  shareholders of record on July
26, 2005.  The Board  indicated  that it may  consider  special  dividends  from
time-to-time  in the  future in light of  conditions  then  existing,  including
earnings, financial condition, cash position, and capital requirements and other
needs.

Cash Flows From Operating Activities
------------------------------------

Inventories  amounted to $54,575,000 at July 31, 2005 compared to $52,906,000 at
April 30, 2005.  Inventories  in the  Company's  core real estate  market of Rio
Rancho  increased to $48,278,000 at July 31, 2005 from  $46,674,000 at April 30,
2005 as a result of development  spending  offset,  in part, by land sales.  The
balance of inventory consisted of properties in Colorado.

Receivables from magazine service operations decreased from $51,348,000 at April
30,  2005 to  $44,068,000  at July 31,  2005,  primarily  due to the  timing  of
quarter-end cash  collections.  Accounts payable and accrued expenses  decreased
from  $50,720,000  at April 30, 2005 to  $43,084,000  at July 31, 2005 because a
$7,000,000  deposit  received in fiscal 2005 in connection with the condemnation
of the Company's El Dorado,  New Mexico water utility  subsidiary was applied to
the total  proceeds of the  transaction  and  recorded  in the first  quarter of
fiscal 2006 upon receipt of the final payment due.

Cash Flows From Investing Activities
------------------------------------

Capital  expenditures  amounted to $743,000  and  $1,202,000  in the first three
months of 2006 and 2005,  respectively,  and were primarily  related to computer
hardware  and  software  acquired in  connection  with the  expansion of Kable's
Fulfillment  Services  business.  The  Company  believes  that  it has  adequate
financing capability to provide for its anticipated future capital expenditures.

The  Company is  obligated  to make future  payments  under  various  contracts,
including its debt agreements and lease agreements, and it is subject to certain
other  commitments  and  contingencies.  There have been no material  changes to
Future Payments Under Contractual  Obligations as reflected in the Liquidity and
Capital  Resources  section of Management's  Discussion and Analysis in the 2005
Form 10-K.  Refer to notes 8, 13 and 14 for additional  information on long-term
debt and commitments and contingencies.



                                       7
<PAGE>


Statement of Forward-Looking Information
----------------------------------------

Certain information included herein and in other Company statements, reports and
filings with the Securities and Exchange  Commission is  forward-looking  within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. Refer to
Item 7 of the 2005 Form 10-K for a discussion of the  assumptions and factors on
which these  statements  are based.  Any changes in the actual  outcome of these
assumptions  and  factors  could  produce   significantly   different   results;
accordingly,  all  forward-looking  statements  should  be  evaluated  with  the
understanding  of their inherent  uncertainty.  AMREP disclaims any intention or
obligation  to update or revise  any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk
------    ----------------------------------------------------------

The Company has several  credit  facilities or loans that require the Company to
pay  interest  at a rate  that may  change  periodically.  These  variable  rate
obligations  expose the Company to the risk of increased interest expense in the
event of increases in short-term interest rates. At July 31, 2005, approximately
$4,134,000  of the total debt of  $8,166,000  was subject to  variable  interest
rates.  Refer to Item  7(A) of the  Company's  2005  Form  10-K  for  additional
information  regarding  quantitative  and qualitative  disclosures  about market
risk.

Item 4.  Controls and Procedures
------   -----------------------

Evaluation of Disclosure Controls and Procedures

The  Company's  management,  with  the  participation  of  the  Company's  chief
financial  officer  and  the  other  executive  officers  whose   certifications
accompany this annual report,  have evaluated the effectiveness of the Company's
disclosure  controls  and  procedures  (as defined in Rule  13a-15(e)  under the
Securities  Exchange  Act of 1934) as of the end of the  period  covered by this
report.  As a result of such  evaluation,  the chief financial  officer and such
other  executive  officers  have  concluded  that such  disclosure  controls and
procedures  are  effective,  in all  material  respects,  to provide  reasonable
assurance  that the  information  required  to be  disclosed  in the reports the
Company  files or  submits  under  the  Securities  Exchange  Act of 1934 is (i)
recorded,  processed,  summarized and reported within the time periods specified
in  the  Securities  and  Exchange   Commission's  rules  and  forms,  and  (ii)
accumulated  and  communicated  to  management,  including  the chief  financial
officer and the other  executive  officers  whose  certificates  accompany  this
quarterly report, as appropriate,  to allow timely decisions regarding controls.
The Company  believes  that a controls  system,  no matter how well designed and
operated,  cannot provide absolute  assurance that the objectives of the control
system are met, and no  evaluation  of controls can provide  absolute  assurance
that all control  issues and instances of fraud,  if any,  within a company have
been  detected.  Subsequent  to the date of the most  recent  evaluation  of the
Company's  internal  controls,  there was no significant change to the Company's
internal  controls,  including any corrective actions with regard to significant
deficiencies and material weaknesses.

Changes in Internal Control over Financial Reporting

No change in the Company's system of internal  control over financial  reporting
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.



                                       8
<PAGE>

                           PART II. OTHER INFORMATION


Item 6.    Exhibits
------     --------

          Exhibits
          --------

          31.1 Certification  required by Rule 13a - 14 (a) under the Securities
               Exchange Act of 1934.

          31.2 Certification  required by Rule 13a - 14 (a) under the Securities
               Exchange Act of 1934.

          31.3 Certification  required by Rule 13a - 14 (a) under the Securities
               Exchange Act of 1934.

          32   Certification required pursuant to 18 U.S.C. Section 1350.








                                       9
<PAGE>


                                    SIGNATURE
                                    ---------


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




                                              AMREP CORPORATION
                                                (Registrant)


Dated:   September 13, 2005         By:      /s/ Peter M. Pizza
                                             ------------------
                                    Peter M. Pizza
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                       10
<PAGE>




                                  EXHIBIT INDEX
                                  -------------


  Exhibit
     No.                           Description
  -------                          -----------

     31.1 Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange Act of 1934.

     31.2 Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange Act of 1934.

     31.3 Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange Act of 1934.

     32   Certification required pursuant to 18 U.S.C. Section 1350.




                                       11