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          October 31, 1999
                              ______________________________________

                                      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 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
December 10, 1999 - 7,240,350.

<PAGE>
                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES

                                    CONTENTS




PART I                                                                  PAGE NO.

Consolidated Financial Statements:

         Balance Sheets
            October 31, 1999 (Unaudited) and
            April 30, 1999 (Audited)                                       1

         Statements of Operations and Retained Earnings (Unaudited)
            Three Months Ended October 31, 1999 and 1998                   2

         Statements of Operations and Retained Earnings (Unaudited)
            Six Months Ended October 31, 1999 and 1998                     3

         Statements of Cash Flows (Unaudited)
            Six Months Ended October 31, 1999 and 1998                     4

         Notes to Consolidated Financial Statements                      5 - 6

Management's Discussion and Analysis                                     7 - 10



PART II

Other Information                                                         11

Signatures                                                                12

Exhibit Index                                                             13









                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                       October 31, 1999 and April 30, 1999
                 (Dollar amounts in thousands, except par value)

                                                October 31,          April 30,
                                                  1999                 1999
                                          -------------------   ----------------
                                              (Unaudited)           (Audited)
ASSETS

Cash and cash equivalents              $          17,608       $        23,553
Receivables, net:
    Real estate operations                        11,156                10,846
    Magazine circulation operations               50,303                53,822
Real estate inventory                             69,113                89,723
Other real estate investments                      1,749                 2,401
Property, plant and equipment, at cost,
    net of accumulated depreciation and
    amortization of $14,725 at October 31,
    1999 and $14,443 at April 30, 1999            17,991                18,360
Other assets                                      12,683                13,881
Excess of cost of subsidiary over
    net assets acquired                            5,191                 5,191
                                          ----------------       ---------------


        Total Assets                   $         185,794       $       217,777
                                          ================       ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable, deposits
     and accrued expenses              $          30,515       $        36,182
Notes payable:
    Amounts due within one year                   11,260                26,769
    Amounts subsequently due                      38,430                47,896
Taxes payable:
    Amounts due within one year                      819                 2,513
    Amounts subsequently due                      10,325                11,825
Deferred income taxes                              1,661                 1,015
                                          ----------------       ---------------


         Total Liabilities                        93,010               126,200
                                          ----------------       ---------------


Shareholders' equity:
    Common stock, $.10 par value;
       shares authorized -- 20,000,000;
shares issued and outstanding
       --7,398,677 at October 31, 1999
       and April 30, 1999                            740                   740
Capital contributed in excess of par value        44,930                44,928
Retained earnings                                 48,044                46,089
Treasury stock, at cost; 156,127 shares
       at October 31, 1999, and                     (930)                 (180)
       30,027 shares at April 30, 1999
                                          ----------------       ---------------
Total Shareholders' Equity                        92,784                91,577
                                          ----------------       ---------------

        Total Liabilities and
          Shareholders' Equity         $         185,794       $       217,777
                                          ================       ===============
                See notes to consolidated financial statements.


                                   FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended October 31, 1999 and 1998
                (Amounts in thousands, except per share amounts)
                                           1999                       1998
                                    --------------------     -------------------
REVENUES

Real estate operations:
    Land sales                       $          12,118        $          2,075
    Home and condominium sales                   7,890                  17,376
                                         ---------------          --------------

                                                20,008                  19,451

Magazine circulation operations                 13,863                  14,930
Interest and other operations                      442                   1,549
                                         ---------------          --------------
                                                34,313                  35,930
                                         ---------------          --------------

COSTS AND EXPENSES

Real estate cost of sales:
    Land sales                                   8,473                     939
    Home and condominium sales                   7,885                  15,103
Operating expenses:
    Magazine circulation operations             10,732                  11,554
    Real estate commissions and selling          1,229                   1,791
    Other operations                               971                     970
General and administrative:
    Real estate operations and corporate         1,574                   2,158
    Magazine circulation operations              1,648                   1,585
Interest, net                                      731                   1,261
                                         ---------------          --------------
                                                33,243                  35,361
                                         ---------------          --------------
INCOME BEFORE INCOME TAXES                       1,070                     569

PROVISION FOR INCOME TAXES                         428                     228
                                         ---------------          --------------
NET INCOME                                         642                     341

RETAINED EARNINGS, beginning of period          47,402                  41,434
                                         ---------------          --------------
RETAINED EARNINGS, end of period     $          48,044        $         41,775
                                         ===============          ==============

EARNINGS PER SHARE -
      BASIC AND DILUTED              $            0.09        $           0.05
                                         ===============          ==============

WEIGHTED AVERAGE NUMBER
      OF COMMON SHARES OUTSTANDING               7,297                   7,369
                                          ===============         ==============

                See notes to consolidated financial statements.
<PAGE>

                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Six Months Ended October 31, 1999 and 1998
                (Amounts in thousands, except per share amounts)
                                            1999                     1998
                                    ====================     ===================
REVENUES

Real estate operations:
    Land sales                       $          20,344        $         11,748
    Home and condominium sales                  26,601                  38,224
                                         ---------------          --------------
                                                46,945                  49,972

Magazine circulation operations                 26,863                  29,180
Interest and other operations                    2,540                   3,001
                                         ---------------          --------------
                                                76,348                  82,153
                                         ---------------          --------------

COSTS AND EXPENSES

Real estate cost of sales:
    Land sales                                  14,336                   6,028
    Home and condominium sales                  24,378                  33,250
Operating expenses:
    Magazine circulation operations             21,198                  22,457
    Real estate commissions and selling          2,819                   3,567
    Other operations                             1,982                   1,834
General and administrative:
    Real estate operations and corporate         3,516                   3,989
    Magazine circulation operations              3,217                   3,267
Interest, net                                    1,644                   2,389
                                         ---------------          --------------
                                                73,090                  76,781
                                         ---------------          --------------
INCOME BEFORE INCOME TAXES                       3,258                   5,372

PROVISION FOR INCOME TAXES                       1,303                   2,149
                                         ---------------          --------------
NET INCOME                                       1,955                   3,223

RETAINED EARNINGS, beginning of period          46,089                  38,552
                                         ---------------          --------------
RETAINED EARNINGS, end of period     $          48,044        $         41,775
                                         ===============          ==============


EARNINGS PER SHARE
      - BASIC AND DILUTED            $            0.27        $           0.44
                                         ===============          ==============

WEIGHTED AVERAGE NUMBER OF
       COMMON SHARES OUTSTANDING                 7,329                   7,369
                                         ===============          ==============

                See notes to consolidated financial statements.

                                  FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 1999 and 1998
                             (Amounts in thousands)

                                                   1999                1998
                                             ----------------    ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                   $      1,955        $      3,223
                                                -------------       ------------
Adjustments  to  reconcile  net income
     to net cash  provided  (used) by operating
    activities: -
      Depreciation and amortization                 2,372               1,528
      Non-cash credits and charges:
         Loss on disposition of fixed assets          169                   -
         Issuance of treasury stock
           as compensation                             92                   -
         Inventory and Joint Venture
           valuation adjustments and write-offs     1,223                   -
         Pension benefit accrual                     (162)                (75)
      Changes in assets and liabilities:
         Receivables, net                           3,209              (4,671)
         Real estate inventory                     20,610              (5,378)
         Other real estate investments                652                (314)
         Other assets                              (1,091)               (559)
         Accounts payable, deposits
           and accrued expenses                    (5,667)             (1,121)
         Taxes payable                             (3,194)             (3,400)
         Deferred income taxes                        646                   -
                                                -------------       ------------
              Total adjustments                    18,859             (13,990)
                                                -------------       ------------

              Net cash provided (used)
                by operating activities            20,814             (10,767)
                                                -------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                           (944)             (1,204)
                                                -------------       ------------
              Net cash used
                by investing activities              (944)             (1,204)
                                                -------------       ------------


CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from debt financing                 11,410              49,032
      Principal debt payments                     (36,385)            (45,457)
        Purchase of treasury stock                   (840)                  -
                                                -------------       ------------

              Net cash provided (used)
                by financing activities           (25,815)              3,575
                                                -------------       ------------

INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                           (5,945)              (8,396)

CASH AND CASH EQUIVALENTS, beginning of period    23,553               20,517
                                               --------------       ------------


CASH AND CASH EQUIVALENTS, end of period     $    17,608         $     12,121
                                               ==============       ============


SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid -
      net of amounts capitalized             $     1,737         $      2,544
    Income taxes paid                        $     3,795         $      5,706
                                                =============       ============


                See notes to consolidated financial statements.
<PAGE>
                                   FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended October 31, 1999 and 1998

(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, 1999
balance  sheet  amounts  have  been  derived  from the April  30,  1999  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 complete financial  statements,
it is suggested that they be read in conjunction  with the financial  statements
and notes thereto included in the  Registrant's  April 30, 1999 Annual Report on
Form 10-K. In the opinion of management,  the accompanying  unaudited  financial
statements  include all adjustments  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.  Certain  amounts in the  October 31, 1998
Statement of Operations  and Retained  Earnings and Statement of Cash Flows have
been reclassified to conform to the presentation used at October 31, 1999.

(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 six month periods ended
October 31, 1999 and 1998.
<TABLE>
<S>                        <C>        <C>        <C>            <C>          <C>         <C>

<                           Land       Home                                   Corporate
                           Sales      Building(a) Distribution   Fulfillment  and Other   Consolidated
THREE MONTHS:
October 1999 (Thousands):
  Revenues                 $ 12,718   $  7,027   $  4,124       $  9,739     $    705    $ 34,313
  Expenses (excluding
   interest)                 10,123      9,215      3,615          8,765          794      32,512
  Interest expense, net         156         22        392            143           18         731
                           --------   --------   --------       --------     --------    --------
  Pretax income (loss)
   contribution            $  2,439   $ (2,210)   $   117       $    831    $    (107)   $  1,070
                           ========   ========   ========       ========     ========    ========


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

October 1998 (Thousands):
 Revenues                  $  2,335   $ 17,996   $  5,243       $  9,687     $    669    $ 35,930
 Expenses (excluding
  interest)                   1,902     17,700      3,817          9,322        1,359      34,100
 Interest expense, net          160        350        530            203           18       1,261
                           --------   --------   --------       --------     --------    --------
 Pretax income (loss)
   contribution            $    273   $    (54)   $   896       $    162     $   (708)   $    569
                           ========   ========   ========       ========     ========    ========


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

                                      4

</TABLE>
<TABLE>
<S>                        <C>        <C>        <C>            <C>          <C>         <C>

<                           Land       Home                                   Corporate
                           Sales      Building(a)   Distribution   Fulfillment  and Other   Consolidated
SIX MONTHS:
October 1999 (Thousands):
  Revenues                 $ 21,746   $ 26,500   $  8,779       $ 18,084     $  1,239    $ 76,348
  Expenses (excluding
   interest)                 16,722     28,133      7,378         17,037        2,176      71,446
  Interest expense, net         285        218        811            295           35       1,644
                           --------   --------   --------       --------     --------    --------
  Pretax income (loss)
   contribution            $  4,739   $ (1,851)   $   590       $    752    $   (972)   $   3,258
                           ========   ========   ========       ========     ========    ========
  Identifiable assets      $ 62,079   $ 32,516   $ 57,081       $ 19,687     $ 14,430    $185,793

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

October 1998 (Thousands):
 Revenues                  $ 12,193   $ 39,225   $ 10,638       $ 18,542     $  1,555    $ 82,153
 Expenses (excluding
  interest)                   7,614     38,579      7,783         17,941        2,475      74,392
 Interest expense, net          284        635      1,034            395           41       2,389
                           --------   --------   --------       --------     --------    --------
 Pretax income (loss)
   contribution            $  4,295   $     11   $  1,821       $    206     $   (961)   $  5,372
                           ========   ========   ========       ========     ========    ========
 Identifiable assets       $ 71,346   $ 75,951   $ 61,525       $ 20,779     $  2,444    $232,045

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

                                      4

</TABLE>


(a)Includes the effect of valuation  adjustments and other write-offs on certain
     inventories and equity  investments in joint ventures of approximately $1.9
     million  recorded in the quarter  ended  October 31, 1999.   Based upon the
     nature of the components of the this  adjustment,  the Company  charged $.9
     million of the adjustment to housing cost of sales, $.7 million to interest
     and  other  operations,   and  the  balance  to  selling  and  general  and
     administrative expenses.



















                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                October 31, 1999

RESULTS OF OPERATIONS


Total  revenues  decreased $1.6 million (5%) from $35.9 million to $34.3 million
for the three month  period ended  October 31, 1999  compared to the prior year,
while net income  increased  from $341,000 last year to $642,000 this year.  For
the six month period ended  October 31, 1999,  revenues  decreased  $5.8 million
(7%) from  $82.1  million to $76.3  million,  and net  income  declined  to $2.0
million  from $3.2 million in the same period of the prior year.

Revenues  from real estate  operations  increased $.6 million (3%) and decreased
$3.0 million (6%) during the three and six month periods ended October 31, 1999,
respectively,  compared  to the prior  year,  resulting  from a decrease in home
sales which was offset by an increase in revenues  from land sales  during these
periods.  These variations  largely reflect decisions made by the Company during
the  prior  fiscal  year  to  wind-down  substantially  all of its  homebuilding
operations  and to sell all of its remaining  land  holdings in  California  and
Colorado.  As part of this  process,  the Company has entered  into  option-like
contracts  for the sale of  homebuilding  lots to  several  national  and  local
builders in Rio  Rancho,  New Mexico and Denver,  Colorado.

Revenues  from land sales  increased  by $10.0  million  in the second  quarter,
primarily as the result of the bulk sale of approximately  500 homebuilding lots
in  Colorado as well as three large  commercial  sales in Rio Rancho  during the
quarter,  whereas the prior year did not include  any  comparable  bulk sales of
homebuilding lots or commercial real estate. The gross profit percentage on land
sales was 30% for both the second  quarter and six month  periods of the current
year,  compared to 55% in the second quarter and 49% for the six month period of
the prior year. The gross profit percentages  attained during the current fiscal
year are  lower  than  those  attained  in the prior  year due to the  increased
proportion of sales of bulk homebuilding  lots, which  traditionally  have lower
profit  margins than sales of  commercial  real estate.  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 an
indication of amounts that may be expected to occur in future periods from sales
of land.

Revenues from home sales decreased $9.5 million (55%) and $11.6 million (30%) in
the three  and six month  periods  ended  October  31,  1999,  respectively,  as
compared to the similar periods of the prior year,  resulting from a decrease in
total unit  deliveries  from 146 to 48 in the second quarter and from 309 to 175
in the six month period. In addition,  the gross profit  percentage  realized on
housing operations (before certain  adjustments and write-offs  discussed below)
decreased from 13% for the three and six month periods of the prior year to 8.5%
and 10.9% for the comparable  periods of the current year.  These  decreases all
reflect  the  effects  of  the   restructuring  of  the  Company's  real  estate
operations, as discussed above.

During the quarter ended  October 31, 1999,  the real estate  division  recorded
charges of  approximately  $1.9  million  for  valuation  adjustments  and other
write-offs  on certain  inventories  and  equity  investments  in joint  venture
arrangements.  These  adjustments  were deemed  necessary as a result of several
factors,  including the decision to curtail  remaining  homebuilding  on certain
projects in Oregon due to market conditions,  the accrual of additional warranty
and other site development costs necessary to comply with municipal requirements
in Colorado, and additional write-offs on projects in California.  The Company's
remaining investment in land and joint ventures in markets outside of New Mexico
is  approximately  $24  million,  and, as  discussed  above,  the Company or its
partners  are in the  process of  winding-down  or  selling  these  assets.  The
ultimate  ability to recover the full value of these assets is dependent  upon a
number of factors,  including  market  conditions in each of those regions,  and
cannot be assured.

Revenues from  magazine  circulation  operations  decreased  approximately  $1.1
million  (7%) and $2.3  million  (8%) in the three and six month  periods  ended
October 31,  1999,  respectively,  as compared  to the same  periods  last year.
Newsstand revenues  decreased  approximately $1.1 million (21%) and $1.8 million
(17%) in the three and six month  periods this year,  respectively,  compared to
the same periods in the prior year due primarily to a decrease in gross magazine
billings,  principally  resulting  from  the  loss  of  two  publisher  clients.
Fulfillment  Services  revenues were  comparable from year to year for the three
month period,  and  decreased  approximately  $.5 million  (2%)for the six month
period as a result of decreasing  revenues  from one large  customer  which,  as
previously   announced,   has  changed  its  operational   strategies  and  will
discontinue  the use of  Fulfillment  Services  during fiscal 2000;  Fulfillment
Services  does not expect a  significant  impact on earnings as a result of this
change. This revenue decrease was partly offset by cost reductions,  principally
payroll-related,  as magazine  circulation  operating  expenses decreased by $.8
million  (7%) and $1.3 million  (6%) for the three and six month  periods  ended
October 31, 1999.

Revenues and equity income from joint  ventures  included in "Interest and other
operations"  decreased  as a  result  of the  valuation  adjustments  and  other
write-offs  discussed  above.  Real  estate  commissions  and  selling  expenses
decreased from the prior year for both the three and six month periods primarily
as a result of the wind-down of homebuilding operations. This is also the reason
for the  decrease  in real  estate  and  corporate  general  and  administrative
expenses.   General  and  administrative   costs  of  the  magazine  circulation
operations were  comparable to the prior year amounts in both periods.  Interest
expense  decreased  due to lower  borrowing  requirements  within  both the real
estate and magazine  businesses.

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 quarter ended October 31, 1999,  the
Company continued its previously  announced  restructuring  program intended to,
among other things,  wind-down  substantially all of its homebuilding operations
and sell its land  holdings in California  and  Colorado.  As a direct result of
this initiative,  inventories decreased by approximately $20.6 million, to $69.1
million at October 31, 1999  compared to $89.7  million at April 30,  1999.  The
Company  utilized the cash provided by this  inventory  reduction,  as well as a
portion  of the  cash  balance  at April  30,  1999,  to  reduce  total  debt by
approximately $25 million, from $74.7 million at April 30, 1999 to $49.7 million
at  October  31,  1999.  Total  debt  related  to  real  estate  operations  was
approximately $17 million at October 31, 1999 compared to $34.4 million at April
30, 1999.

In connection with a previously  announced stock repurchase program, the Company
reacquired  141,000  of its  shares  to be held as  treasury  stock at a cost of
approximately $840,000 during the six months ended October 31, 1999. The Company
also issued 15,000 shares of stock (from shares held in the treasury) during the
first quarter of fiscal 2000 as compensation  for certain  executive  consulting
services,  and charged the fair market  value of the stock of $92,000 to general
and  administrative  expense.  In addition,  the Company paid approximately $1.5
million of interest to the Internal  Revenue  Service ("IRS") in connection with
the  resolution  of the IRS'  examination  of the  Company's tax returns for the
years 1990 through 1992.  (The payment of federal  income taxes related to those
years  was  paid  in  full  during  fiscal   1999.)  As  previously   disclosed,
examinations of the Company's tax returns for the years 1993 through 1996 are in
various stages of completion, and the Company believes that the balance of Taxes
payable - Amounts  subsequently  due at October 31,  1999,  which  reflects  all
amounts  anticipated  to be due for federal  taxes and  interest to the IRS upon
settlement  of all  examinations,  will be paid at  varying  times over the next
several years.


The Company  believes that cash provided from operations  together with existing
cash balances, its lines-of-credit and land development loans will be sufficient
to maintain  liquidity  at a  satisfactory  level.

YEAR 2000

During 1996,  the Company  began the process of assessing  the  readiness of its
computer software,  hardware and other  computer-related  equipment to determine
whether they were Year 2000 (Y2K)  compliant,  and if not, what  remedial  steps
would be required to bring them into compliance by forming committees consisting
of  information  technology,  operating and financial  management at each of the
Company's operating centers.  The Committees were under the overall direction of
two senior  corporate  employees,  who have reported the status of compliance to
the Board of Directors on a quarterly basis.

The Committee  undertook a four phase program  consisting of: (1) identification
and ranking of significant Y2K sensitive equipment and software,  (2) assessment
of the identified  components,  (3) remediation and (4) testing.  At October 31,
1999,  the  identification  and  assessment  phases  were  completed,   and  the
remediation  and  testing  (which  is  undertaken  as  specific  remediation  is
completed) were substantially (greater than 95%) completed. The Company believes
that any areas that remain to be completed  are not  significant  to the overall
operations of the Company, and there is sufficient time to correct any remaining
deficiencies.

The Company believes that its real estate segments are not heavily  dependent on
Y2K  compliance  and that,  should a reasonably  likely  "worst case"  situation
develop,  the Company would not likely suffer a material loss or a disruption in
operations  while  remedying the problem.  The potential risk is greater for the
magazine circulation operation segments, however, as the systems are substantial
and complex. The Company has completed substantially all full testing,  however,
and is in the process of correcting  any remaining  deficiencies.  There is also
some "worst  case"  potential  should  major  magazine  clients  and  wholesaler
customers  fail to be Y2K  compliant.  The Company has contacted the clients and
customers  of this  segment  in order to better  evaluate  risk,  and  responses
received to date have been positive.

The  Company has been  reviewing  whether its  significant  vendors,  suppliers,
financial  institutions and other service providers are Y2K compliant.  The vast
majority of responses to the Company's  inquiries  indicate that these suppliers
are compliant or expect to be so by the end of 1999, however, the Company has no
means of  ensuring  that such  suppliers  will be Y2K  compliant.  Although  the
Company does not anticipate any material  interruptions due to Y2K, it cannot be
ruled out that some unforeseen second or third party disruption might occur. The
Company plans to respond to any  contingency  arising from second or third-party
suppliers by seeking to utilize alternative sources for such goods and services,
where practicable.  The Company is most at risk should widespread disruptions in
the regional or national  economic or  infrastructure  occur; the likelihood and
effects of any such disruption are not determinable at this time.

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.

                                FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
                     Management's Discussion and Analysis of
      Financial Condition and Results of Operations (continued) and Part II
                                October 31, 1999




                                     PART II

                                Other Information

Item 4.           Submission of Matters to Vote of Security Holders

     The Annual Meeting of Shareholders was held on September 29, 1999.

     At the meeting,  Jerome Belson,  Nicholas G. Karabots and Albert Russo were
elected as directors.  The terms of office as directors of Edward B. Cloues, II,
Daniel Friedman, Samuel N. Seidman, Mohan Vachani, and James Wall continue.
Shareholders cast votes for the election of directors as follows:

         Nominee                       "For"                  "Withheld"

Jerome Belson                        6,927,534                  59,677
Nicholas G. Karabots                 6,927,734                  59,477
Albert Russo                         6,927,534                  59,677


Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits:


                  27       Financial Data Schedule.

         (b)      Reports on Form 8-K.

     No reports on Form 8-K were filed by  Registrant  during the quarter  ended
October 31, 1999.

                                   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:  December 10, 1999                     By:    /s/ Mohan Vachani
                                                     Mohan Vachani
                                                     Senior Vice President,
                                                     Chief Financial Officer



Dated:  December 10, 1999                     By:    /s/ Peter M. Pizza
                                                     Peter M. Pizza
                                                     Vice President, Controller



                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES


                                  EXHIBIT INDEX





                  27       Financial Data Schedule.