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 January 31, 2001
      --------------------------------------------------------------------

                                       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
--------------------------------------------------------------------------------

 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 subject to such filing requirements
for the past 90 days.
                              Yes X No ___________

Number of Shares of Common Stock, par value $.10 per share, outstanding at March
15, 2001 - 6,573,586.

<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX




PART I.  FINANCIAL INFORMATION                                         PAGE NO.

         Item 1.  Consolidated Financial Statements:

                  Balance Sheets
                           January 31, 2001 (Unaudited) and
                           April 30, 2000 (Audited)                        1

                  Statements of Operations and Retained Earnings
                  (Unaudited)
                           Three Months Ended January 31, 2001 and 2000    2

                  Statements of Operations and Retained Earnings
                  (Unaudited)
                           Nine Months Ended January 31, 2001 and 2000     3

                  Statements of Cash Flows (Unaudited)
                           Nine Months Ended January 31, 2001 and 2000     4

                  Notes to Consolidated Financial Statements               5-6

         Item 2.  Management's Discussion and Analysis                     7-10

         Item 3.  Quantitative and Qualitative Disclosures
                  about Market Risk                                        10


PART II.  OTHER INFORMATION

         Item 4.  Other Information                                        11

         Item 5.  Exhibits and Reports on Form 8-K                         11

SIGNATURES                                                                 12

EXHIBIT INDEX                                                              13

<PAGE>



                          PART 1. FINANCIAL INFORMATION
Item 1.  Financial Statements
                       AMREP CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
               (Thousands, except par value and number of shares)

                                      January 31, 2001          April 30, 2000
                                   ----------------------     ------------------
                                        (Unaudited)               (Audited)
ASSETS
                                         $  8,735             $     12,934
Cash and cash equivalents
Receivables, net:
   Real estate operations                   8,570                    9,108
   Magazine circulation operations         35,882                   45,366
Real estate inventory                      74,719                   70,548
Property, plant and equipment, at cost,
        net of accumulated depreciation
        and amortization of $15,233 at
        January 31, 2001 and $14,032
        at April 30, 2000.                 17,012                   17,852
Other assets                               10,340                   11,437
Excess of cost of subsidiary over
        net assets acquired                 5,191                    5,191
                                   ----------------------     ------------------
                                     $    160,449           $      172,436
                                   ======================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable                     $      16,312          $        17,783
Deposits and accrued expenses                7,521                    8,137

Notes payable:
   Amounts due within one year              38,915                   15,599
   Amounts subsequently due                  5,126                   31,312
                                   ----------------------     ------------------
                                            44,041                   46,911
Taxes payable:

       Amounts due (receivable)
          within one year                    1,659                   (1,002)
       Amounts subsequently due                  -                    5,999
                                   ----------------------     ------------------
                                             1,659                    4,997
Deferred income taxes                        2,027                    2,627
                                   ----------------------     ------------------
                                            71,560                   80,455
                                   ----------------------     ------------------
Commitments and Contingencies

Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized - 20,000,000;
    shares issued - 7,399,677 at
    January 31, 2001 and 7,398,677
    issued at April  30, 2000                  740                      740
   Capital contributed in excess
    of par value                            44,935                   44,930
     Retained earnings                      48,923                   47,258
   Treasury stock, at cost; 826,091 shares
     at January 31, 2001 and 158,327 shares
     at April 30, 2000                      (5,709)                    (947)
                                   ----------------------     ------------------
                                            88,870                   91,981
                                   ----------------------     ------------------
                                      $    160,449           $      172,436
                                   ======================     ==================

                     See notes to consolidated financial statements.
                                       1
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended January 31, 2001 and 2000
                      (Thousands, except per share amounts)

                                             2001                     2000
                                     ------------------      -------------------
REVENUES

Real estate operations:
   Land sales                           $   2,921                $    4,465

   Home and condominium sales                 466                     1,866
                                     ------------------      -------------------
                                            3,387                     6,331

Magazine circulation operations            11,786                    13,451

Interest and other operations                 858                     1,372
                                     ------------------      -------------------

                                           16,031                    21,154
                                     ------------------      -------------------

COSTS AND EXPENSES

Real estate cost of sales:

   Land sales                               1,976                     3,237

   Home and condominium sales               1,208                     2,408
Operating expenses:

   Magazine circulation operations         11,830                    11,512

   Real estate commissions and selling        270                       348

   Other operations                         1,045                     1,732
General and administrative:

   Real estate operations and corporate       965                     1,438

   Magazine circulation operations          1,674                     1,700

   Interest, net                              686                       688
                                     ------------------      -------------------
                                           19,654                    23,063
                                     ------------------      -------------------
         Loss before income taxes          (3,623)                   (1,909)

BENEFIT FOR INCOME TAXES                   (4,949)                     (764)
                                     ------------------      -------------------
NET INCOME  (LOSS)                          1,326                    (1,145)

RETAINED EARNINGS, beginning of period     47,597                    48,044
                                     ------------------      -------------------
RETAINED EARNINGS, end of period     $     48,923                $   46,899
                                     ==================      ===================
EARNINGS (LOSS) PER SHARE -
  BASIC AND DILUTED                  $       0.20                $    (0.16)
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                          6,600                     7,240
                                     ==================      ===================
                See notes to consolidated financial statements.
                                        2
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Nine Months Ended January 31, 2001 and 2000
                      (Thousands, except per share amounts)

                                            2001                     2000
                                     ------------------      -------------------
REVENUES

Real estate operations:
   Land sales                        $      8,804              $    24,809

   Home and condominium sales               3,186                   28,467
                                     ------------------      -------------------
                                           11,990                   53,276

Magazine circulation operations            36,855                   40,314

Interest and other operations               2,787                    3,912
                                     ------------------      -------------------
                                           51,632                   97,502
                                     ------------------      -------------------

COSTS AND EXPENSES

Real estate cost of sales:

   Land sales                               4,501                   17,580

   Home and condominium sales               4,581                   26,779
Operating expenses:

   Magazine circulation operations         31,953                   32,710
   Real estate commissions and selling        853                    3,167

   Other operations                         2,171                    3,714
General and administrative:

   Real estate operations and corporate     3,122                    4,954

   Magazine circulation operations          5,203                    4,917

   Interest, net                            2,307                    2,332
                                     ------------------      -------------------
                                           54,691                   96,153
                                     ------------------      -------------------
         (Loss) income before
            income taxes                   (3,059)                   1,349

(BENEFIT) PROVISION FOR INCOME TAXES       (4,724)                     539
                                     ------------------      -------------------
NET INCOME                                  1,665                      810

RETAINED EARNINGS, beginning of period     47,258                   46,089
                                     ------------------      -------------------
RETAINED EARNINGS, end of period        $  48,923               $   46,899
                                     ==================      ===================
EARNINGS PER SHARE - BASIC AND DILUTED  $    0.25               $     0.11
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                          6,717                    7,300
                                     ==================      ===================
                See notes to consolidated financial statements.
                                        3
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Nine Months Ended January 31, 2001 and 2000
                                   (Thousands)
                                             2001                    2000
                                      -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                            $      1,665            $          810
                                      -----------------       ------------------
Adjustments to reconcile net income
to net cash provided by operating
activities -
   Depreciation and amortization             2,287                   3,233
   Non-cash credits and charges:
      (Gain) loss on disposition
       of fixed assets                        (192)                    194
      Inventory and joint venture valuation
       adjustments and other charges         1,672                   2,604
      Bad debt expense                       2,107                   1,268
      Pension benefit accrual                 (489)                   (343)
      Expense recorded on issuance
        of treasury stock                        -                      92
   Changes in assets and liabilities -
      Receivables                            7,915                   9,792
      Real estate inventory                 (5,343)                 19,373
      Other real estate investments              -                   1,440
      Other assets                             680                    (339)
      Accounts payable, deposits and
        accrued expenses                    (2,087)                (12,137)
      Taxes payable                         (3,338)                 (9,046)
      Deferred income taxes                   (600)                  1,111
                                      -----------------       ------------------
         Total adjustments                   2,612                  17,242
                                      -----------------       ------------------
         Net cash provided by
           operating activities              4,277                  18,052
                                      -----------------       ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                     (1,837)                 (1,771)
   Proceeds from sale of fixed assets          988                     -
                                      -----------------       ------------------
         Net cash used by
           investing activities               (849)                   (944)
                                      -----------------       ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing             16,990                  17,043
   Principal debt payments                 (19,860)                (42,206)
   Proceeds from exercise of stock option        5                     -
   Purchase of treasury stock               (4,762)                   (857)
                                      -----------------       ------------------
         Net cash used by
             financing activities           (7,627)                (29,020)
                                      -----------------       ------------------
   Decrease in cash and
      cash equivalents                      (4,199)                (12,739)

CASH AND CASH EQUIVALENTS,
      beginning of period                   12,934                  23,553
                                      -----------------       ------------------
CASH AND CASH EQUIVALENTS,
      end of period                $         8,735            $     10,814
                                      =================       ==================
SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid - net
      of amounts capitalized       $         1,621            $      2,431
                                      =================       ==================
   Income taxes (refunded) paid    $          (771)           $      8,364
                                      =================       ==================
                See notes to consolidated financial statements.
                                        4
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                  Three Months Ended January 31, 2001 and 2000

(1)      BASIS OF PRESENTATION

The  accompanying  unaudited  financial  statements  included  herein  have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange  Commission for interim financial  information.  The April 30, 2000
balance  sheet  amounts  have  been  derived  from the April  30,  2000  audited
financial  statements of the  Registrant.  Since the  accompanying  consolidated
financial  statements do not include all the information and footnotes  required
by  generally  accepted   accounting   principles  for  consolidated   financial
statements,  it  is  suggested  that  they  be  read  in  conjunction  with  the
consolidated financial statements and notes thereto included in the Registrant's
April 30, 2000 Annual  Report on Form 10-K.  In the opinion of  management,  the
accompanying   unaudited   consolidated   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  indicative  of the
results to be expected for the full fiscal year.


(2)  INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT
      INDUSTRY SEGMENTS:

The  following  schedules  set forth  summarized  data  relative to the industry
segments  in which the  Company  operates  for the three and nine month  periods
ended January 31, 2001 and 2000.
<TABLE>
<CAPTION>

THREE MONTH                            Land       Home Building       Distri-                       Corporate
                                      Sales            (a)          bution (b)      Fulfillment     and Other      Consolidated
<S>                               <C>              <C>            <C>               <C>             <C>            <C>

 January 2001 (Thousands):
   Revenues                       $   3,275        $    569       $   3,146         $   8,640       $   401        $   16,031
   Expenses(excluding interest)       2,731           1,424           5,504             8,000         1,309            18,968
   Interest expense, net                123               8             412               101            42               686
   Pretax income (loss)            ________        ________       _________        __________       _________      __________
     contribution
                                  $     421        $  ( 863)      $  (2,770)        $     539       $  (950)       $   (3,623)
                                   ========        ========       =========        ==========       =========      ==========


January 2000 (Thousands):
   Revenues                       $   4,350        $  2,586       $   3,898         $   9,553      $    767        $   21,154
   Expenses(excluding interest)       4,026           3,689           4,214             8,998         1,448            22,375
   Interest expense, net                167               7             367               131            16               688
                                  _________        ________       _________         _________      _________       __________
     contribution                 $     157        $ (1,110)      $    (683)        $     424      $   (697)       $   (1,909)
                                  =========        ========       ==========        =========      =========       ===========
</TABLE>
                                                    5
<PAGE>





<TABLE>
<CAPTION>


                                     Land       Home Building       Distri-                       Corporate
                                      Sales            (a)          bution (b)      Fulfillment     and Other      Consolidated

<S>                               <C>             <C>              <C>              <C>            <C>              <C>

NINE MONTHS:
January 2001 (Thousands):
   Revenues                        $   9,918       $   3,338       $   10,553       $   26,302      $   1,521        $   51,632
   Expenses (excluding interest)       6,813           5,181           12,702           24,454          3,234            52,384
   Interest expense, net                 318              42            1,427              391            129             2,307
                                    ________       _________       __________       __________      _________        __________
   Pretax income (loss)
     contribution                  $   2,787       $  (1,885)      $   (3,576)      $    1,457      $  (1,842)       $   (3,059)
                                    ========       =========       ==========       ==========      =========        ==========
   Identifiable assets             $  83,871       $   3,273       $   40,674       $   18,230      $  14,401        $  160,449

_________________________________________________________________________________________________________________________________

January 2000 (Thousands):
   Revenues                       $   26,096       $  29,086       $   12,677       $   27,637      $   2,006       $    97,502
   Expenses (excluding interest)      20,748          31,822           11,592           26,035          3,624            93,821
   Interest expense, net                 452             225            1,178              426             51             2,332
                                  __________       _________       __________       __________      _________       ___________
   Pretax income (loss)
     contribution                 $    4,896       $  (2,961)      $      (93)      $    1,176      $  (1,669)      $     1,349
                                  ===========    ============    =============      ===========    ===========     =============

   Identifiable assets            $   76,569       $   9,846       $   48,356       $   18,958      $  15,858       $   169,587


(a)  Includes  the  effect  of  valuation   adjustments  and  other  charges  of
approximately $1.4 million and $1.9 million recorded in the three and nine month
periods ended January 31, 2001, respectively,  compared to $1.6 million and $3.4
million in the corresponding periods of the prior year.

(b) Includes the effect of provisions for bad debt expense of approximately $1.9
million  and $2.1  million  recorded in the three and nine month  periods  ended
January 31, 2001, respectively,  compared to $.8 million and $1.3 million in the
corresponding periods of the prior year.

</TABLE>


( 3)  DEBT FINANCING

At January 31, 2001,  Kable News Company was not in compliance  with a financial
covenant of the $40 million  credit  arrangement  for its  magazine  circulation
operations,  which expires September 15, 2001.  Approximately  $25.3 million was
outstanding  under this line of credit at  January  31,  2001 and  approximately
$23.3 million at March 16, 2001.  The Company has guaranteed  Kable's  repayment
obligation under this arrangement. The lenders have granted a waiver through May
1, 2001 for this event of non-compliance and Kable has agreed to several changes
in the loan  arrangement,  the most  significant  of which is a reduction of the
loan commitment amount from $40 million to $30 million. Management believes that
this reduced commitment amount is sufficient for current operating requirements.
Kable has advised its lenders that it does not expect to be in  compliance  with
this covenant at May 1, 2001, and it intends to seek a further  extension of the
waiver  beyond that date,  but there can be no assurance  that such an extension
will be granted.
                                        6
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

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

Results of  Operations  for the Three and Nine Months ended January 31, 2001 and
2000

Total revenues were $16.0 million and $51.6 million for the three and nine month
periods  ended  January 31, 2001,  respectively,  compared to $21.2  million and
$97.5  million  in the  comparable  periods  of the prior  year.  As  previously
reported,  the  reduction  in  revenues  in fiscal  2001 was  partly  due to the
restructuring of the Company's real estate operations,  including the continuing
wind-down of homebuilding operations.

Revenues  from land sales were $2.9  million  and $8.8  million in the three and
nine month  periods  ended  January  31,  2001,  respectively,  compared to $4.5
million and $24.8  million in the  comparable  periods of the prior  year,  as a
result of decreased sales of residential  lots to homebuilders and of commercial
and industrial properties. Revenues from residential lot sales decreased to $2.5
million in the third  quarter and $7.8  million in the nine month  period  ended
January 31, 2001 from $3.3 million and $18.3 million in the  comparable  periods
of the prior year,  primarily  because the prior year periods  included  several
bulk lot sales to other  homebuilders  made as part of the Company's real estate
restructuring  plan,  whereas there were no comparable  sales of large tracts of
land in the  current  year  periods.  In  addition,  revenues  from  the sale of
commercial and  industrial  land were $400,000 and $1.0 million in the three and
nine month  periods  ended  January  31,  2001,  respectively,  compared to $1.2
million and $6.5 million in the comparable  periods last year. The average gross
profit percentage on land sales increased from 31% in both the third quarter and
nine month  periods of fiscal  2000 to 45% in the third  quarter  and 54% in the
nine month  period of fiscal  2001,  mainly  because  the prior year  included a
higher  percentage of sales of  residential  lots,  including the bulk lot sales
discussed  above,  which were generally at lower gross profit  percentages  than
commercial  and  industrial  land sales have  historically  achieved.  Land sale
revenues and related gross profits can vary from period to period as a result of
the nature and timing of specific  transactions,  and thus prior results are not
necessarily  an  indication  of amounts  that may be expected to occur in future
periods.

Revenues from housing sales  decreased to $500,000 and $3.2 million in the third
quarter and first nine months of fiscal  2001,  respectively,  from $1.9 million
and $28.5  million in the same  periods  of the prior  year,  which  principally
reflected  the  effects  of the  restructuring  of  the  Company's  real  estate
operations  discussed above.  The Company  delivered 2 and 11 homes in the third
quarter and first nine months of fiscal 2001,  respectively,  compared to 11 and
186 homes in the same  periods of fiscal  2000.  At January  31,  2001,  9 homes
remained to be sold,  of which 6 were under  contract.  In  addition,  the third
quarter and first nine month results included charges for valuation  adjustments
                                       7
<PAGE>

and other  reserves  primarily  associated  with the  wind-down  of certain real
estate projects  outside of the Company's core market in Rio Rancho,  New Mexico
of  approximately  $1.4 million and $1.9 million,  respectively,  in fiscal 2001
compared to $1.6 million and $3.4 million in the comparable periods of the prior
year.  There was no other  significant  effect on net income  resulting from the
withdrawal from homebuilding  between these periods,  however, as the decline in
homebuilding revenues and related gross profits in fiscal 2001 was substantially
offset by a comparable decrease in homebuilding-related commissions, selling and
general and administrative expenses.

Revenues from Kable News Company's magazine circulation  operations decreased to
approximately  $11.8  million  and $36.9  million  in the  three and nine  month
periods ended January 31, 2001,  respectively,  as compared to $13.5 million and
$40.3 million in the same periods last year,  primarily due to a decrease in the
magazine  distribution  segment.  Revenues from Newsstand  Distribution Services
decreased  approximately  19% in this year's third  quarter and 17% for the nine
month  period  compared  to last  year,  primarily  due to  customer  losses and
decreased  sales for existing  customers,  which  reflected the  continuation of
adverse business conditions and the economic deterioration within the wholesaler
and publisher ranks.  Industry sales decreased  approximately 7% in the 12 month
period ended December 2000, and certain publishers,  including clients of Kable,
have either vacated  Newsstand  distribution or discontinued the production of a
number of their titles,  thus adversely  affecting  overall sales.  In addition,
revenues from Fulfillment  Services decreased by 10% and 5% in the third quarter
and first nine months of fiscal 2001, respectively,  compared to the prior year,
primarily  as a result of the loss of  sweepstakes  processing  business for one
customer,  which was partly offset by increased  revenues from core  fulfillment
and other  services.  Also  partly  offsetting  these  revenue  decreases  was a
corresponding   decrease  in  magazine  circulation  operating  expenses  which,
exclusive of bad debt expenses,  decreased by 7% and 5% in the third quarter and
first nine months of fiscal 2001, respectively.  However, because of the adverse
industry conditions discussed above in Newsstand  Distribution  Services,  Kable
was required to provide for  additional  reserves for bad debt expense in fiscal
2001, and as a result, bad debt expense increased from $800,000 and $1.3 million
in the third quarter and first nine months of fiscal 2000, respectively, to $1.9
million and $2.1 million in the corresponding periods of the current year.

Real estate commissions and selling expenses decreased in both the third quarter
and  first  nine  months  of  fiscal  2001  as a  result  of  the  wind-down  of
homebuilding  operations  and  reduced  land sales.  Real  estate and  corporate
general  and  administrative  expenses  also  decreased  in both  periods of the
current fiscal year due to the effects of the Company's restructuring, including
the wind-down of homebuilding  activities.  General and administrative  costs of
magazine  circulation  operations were comparable to the prior year total in the
third quarter of fiscal 2001, and increased moderately for the nine month period
as a result of an  increase in certain  insurance  costs.  Interest  expense was
comparable  to the same  periods  of fiscal  2000,  as the  effects  of  reduced
borrowings were generally offset by higher interest rates.

During  the  quarter  ended  January  31,  2001,  the  Company   received  final
notification  from the Internal  Revenue  Service ("IRS") of the amount due with
                                       8
<PAGE>

respect to certain outstanding tax issues related to IRS audits of the Company's
1993 and 1994 tax  returns.  On March 2,  2001,  the  Company  made a payment of
approximately  $700,000  for all  federal  taxes and  interest  related  to this
matter,  which is less than the amount which the Company had previously  accrued
on account thereof.  As a result,  the Company  recognized a tax benefit of $3.5
million in the quarter  ended  January 31, 2001.  In  addition,  the Company has
reclassified  the  remaining   liability   balance  of  "Taxes   payable-Amounts
subsequently due", which principally  represents an estimate of additional state
taxes and interest  due  resulting  from  adjustments  on IRS audits,  to "Taxes
payable-Amounts due within one year".

LIQUIDITY AND CAPITAL RESOURCES

During the past several  years,  the Company has financed  its  operations  from
internally  generated  funds from home and land sales and  magazine  circulation
operations,   and  from  borrowings  under  its  various   lines-of-credit   and
construction loan agreements.

During  the past  two  years,  the  Company  has  restructured  its real  estate
operations by winding-down  homebuilding activities and selling a portion of its
landholdings  in  Colorado,   California  and  Oregon.   At  January  31,  2001,
inventories  had increased to $74.7  million  compared to $70.5 million at April
30, 2000 as a result of  additional  development  of land in Rio  Rancho,  while
notes  payable had  decreased to $44.0  million at January 31, 2001  compared to
$46.9 million at April, 30, 2000,  principally due to decreased borrowing in the
magazine circulation operations.

At January 31, 2001,  Kable News Company was not in compliance  with a financial
covenant of the $40 million  credit  arrangement  for its  magazine  circulation
operations,  which expires September 15, 2001.  Approximately  $25.2 million was
outstanding  under this line of credit at  January  31,  2001 and  approximately
$23.3 million at March 16, 2001.  The Company has guaranteed  Kable's  repayment
obligation under this arrangement. The lenders have granted a waiver through May
1, 2001 for this event of non-compliance and Kable has agreed to several changes
in the loan  arrangement,  the most  significant  of which is a reduction of the
loan commitment amount from $40 million to $30 million. Management believes that
this reduced commitment amount is sufficient for current operating requirements.
Kable has advised its lenders that it does not expect to be in  compliance  with
this covenant at May 1, 2001, and it intends to seek a further  extension of the
waiver  beyond that date,  but there can be no assurance  that such an extension
will be  granted.  In  addition,  Kable  has  been  informed  that  participants
representing  approximately  50% of the  committed  credit have advised the lead
bank that they do not wish to  participate  in an extension  of the  arrangement
beyond September 15, 2001. The Company has initiated  negotiations with the lead
bank for an extension and modification of the existing arrangement,  and is also
in discussions with another potential lender;  however,  no agreements have been
reached at this time and there are no  assurances  that the Company will be able
to renegotiate or extend the terms of the credit agreement or find a replacement
lender.
                                       9
<PAGE>

During the quarter ended January 31, 2001, the Company  reacquired 38,610 shares
of stock in connection  with a severance  agreement with a former officer of the
Company at a cost of approximately $270,000. In the first two quarters of fiscal
2001, the Company reacquired approximately 629,000 shares of its stock at a cost
of approximately $4.5 million.

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 Annual Report on 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.




Item 3.  Quantitative and Qualitative Disclosures about Market Risk

There  have  been no  material  changes  to the  Company's  market  risk for the
three-month period ended January 31, 2001. See Item 7(A) of the Company's Annual
Report on Form 10-K for the fiscal  year  ended  April 30,  2000 for  additional
information  regarding  quantitative  and qualitative  disclosures  about market
risk.
                                       10
<PAGE>



                           PART II. OTHER INFORMATION

Item 4.    Other Information

The  joint  venture  to  conduct  a  periodicals  supply  business  for a retail
periodical  sales store chain  referred to as a pending  transaction  in Part I,
Item 1 of the Registrant's  Annual Report on Form 10-K for the fiscal year ended
April 30, 2000 has been  established.  Exhibit 99(a) to this Quarterly Report is
the press release  issued by the  Registrant's  subsidiary,  Kable News Company,
Inc., announcing the venture.



Item 5.    Exhibits and Reports on Form 8-K


(a)  Exhibits:
     4(a) Third Modification Agreement dated as of December 15, 2000 to the
     Loan  Agreement  dated as of September 15, 1998 between Kable News Company,
     Inc. and American  National  Bank and Trust  Company of Chicago as Agent to
     all Lenders defined herein.

     10(a)  Employment  Termination  and  Consulting  Agreement and General
     Release dated January 17, 2001 between the Registrant and Mohan Vachani.

     99 (a) Press release dated February 8, 2001.

     27. Financial Data Schedule

(b)  Reports on Form 8-K:

     No reports on Form 8-K were filed by the Registrant during the quarter
     ended January 31, 2001.
                                       11

<PAGE>




                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES

                                   SIGNATURES




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



                                            AMREP Corporation
                                            (Registrant)



          Dated:  March 19, 2001            By:      /s/ Mohan Vachani
                                                     Mohan Vachani
                                                     Senior Vice President,
                                                     Chief Financial Officer



          Dated:  March 19, 2001            By:      /s/ Peter M. Pizza
                                                     Peter M. Pizza
                                                     Vice President,
                                                     Controller

                                       12
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES

                                  EXHIBIT INDEX



          4 (a) Third  Modification  Agreement  dated as of December 15, 2000 to
            the Loan  Agreement  dated as of  September  15,  1998  between
            Kable News Company, Inc. and American National Bank and Trust
            Company of Chicago, as Agent and the Lenders, as defined therein.


          10 (a) Employment  Termination  and  Consulting  Agreement and General
             Release dated January 17, 2001 between the Registrant and Mohan
             Vachani.

          99 (a) Press release dated February 8, 2001.

          27. Financial Data Schedule

                                       13
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