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, 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
--------------------------------------------------------------------------------
             (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, 2001 - 6,573,586.

<PAGE>

                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----



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

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

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

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

         Statements of Cash Flows (Unaudited)
            Six Months Ended October 31, 2001 and 2000                     4

         Notes to Consolidated Financial Statements                      5 - 6

Item 2. Management's Discussion and Analysis                             7 - 9

Item 3. Quantitative and Qualitative Disclosures about Market Risk         9


PART II.  OTHER INFORMATION
--------
Item 4. Submission of Matters to a Vote of Security Holders                10

Item 6. Exhibits and Reports on Form 8-K                                   10

SIGNATURES                                                                 11

EXHIBIT INDEX                                                              12
<page>


                          PART 1. FINANCIAL INFORMATION
Item 1.  Financial Statements
-----------------------------
                       AMREP CORPORATION AND SUBSIDIARIES
                           Concolidated Balance Sheets
                (Thousands, except parvalue and number of shares)

                                        October 31, 2001        April 30, 2001
                                       ------------------     ------------------
                                          (Unaudited)             (Audited)
ASSETS
------
Cash and cash equivalents             $      15,467          $      15,941
Receivables, net:
   Real estate operations                     6,864                  7,070
   Magazine circulation operations           44,744                 37,533
Real estate inventory                        61,476                 73,347
Property, plant and equipment, at cost, net
   of accumulated depreciation and
   amortization of $16,080 at October 31,
   2001 and $15,286 at April 30, 2001        14,993                 14,314
Other assets                                 10,150                 11,448
Excess of cost of subsidiary over
   net assets acquired                        5,191                  5,191
                                       ------------------     ------------------
                                       $    158,885           $    164,844
                                       ==================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable                       $     27,049           $     19,735

Deposits and accrued expenses                 8,287                  7,591
Notes payable:
   Amounts due within one year               21,902                  9,490
   Amounts subsequently due                   6,238                 34,770
                                       ------------------     ------------------
                                             28,140                 44,260

Taxes payable                                 2,572                  1,785
Deferred income taxes                         1,692                  1,692
                                       ------------------     ------------------
                                             67,740                 75,063
                                       ------------------     ------------------

Commitments and contingencies

Shareholders' equity:
   Common stock, $.10 par value;
      shares authorized  - 20,000,000; shares
      issued - 7,399,677 at October 31, 2001
      and April 30, 2001                        740                    740
   Capital contributed in excess
      of par value                           44,935                 44,935
   Retained earnings                         51,179                 49,815
   Treasury stock, at cost; 826,091 shares
      at October 31, 2001 and April 30, 2001 (5,709)                (5,709)
                                       ------------------     ------------------
                                             91,145                 89,781
                                       ------------------     ------------------
                                       $    158,885           $    164,844
                                       ==================     ==================
                 See notes to consolidated financial statements.


                                       1
<PAGE>


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

                                            2001                     2000
                                     ------------------      -------------------
REVENUES
--------
Real estate operations:
   Land sales                          $   13,537            $      3,112
   Home and condominium sales                 635                     507
                                     ------------------      -------------------
                                           14,172                   3,619

Magazine circulation operations            13,112                  12,740
Interest and other operations                 934                   1,032
                                     ------------------      -------------------
                                           28,218                  17,391
                                     ------------------      -------------------

COSTS AND EXPENSES
------------------
Real estate cost of sales:
   Land sales                              10,940                   1,165
   Home and condominium sales                 717                   1,166
Operating expenses:
   Magazine circulation operations          9,712                   9,917
   Real estate commissions and selling        452                     256
   Other operations                           621                     577
General and administrative:
   Real estate operations and corporate       822                     907
   Magazine circulation operations          1,630                   1,676
   Interest, net                              442                     803
                                     ------------------      -------------------
                                           25,336                  16,467
                                     ------------------      -------------------
         Income before income taxes         2,882                     924

PROVISION FOR  INCOME TAXES                 1,153                     370
                                     ------------------      -------------------
NET INCOME                                  1,729                     554

RETAINED EARNINGS, beginning of period     49,450                  47,045
                                     ------------------      -------------------
RETAINED EARNINGS, end of period   $       51,179           $      47,599
                                     ==================      ===================
NET INCOME PER SHARE - BASIC
   AND DILUTED                     $         0.26           $        0.08
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                          6,574                   6,629
                                     ==================      ===================
                See notes to consolidated financial statements.

                                       2
<PAGE>

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

                                            2001                     2000
                                     ------------------      -------------------
REVENUES
--------
Real estate operations:
   Land sales                       $       20,803          $        5,883
   Home and condominium sales                  635                   2,720
                                     ------------------      -------------------
                                            21,438                   8,603

Magazine circulation operations             24,710                  25,069
Interest and other operations                1,720                   1,929
                                     ------------------      -------------------
                                            47,868                  35,601
                                     ------------------      -------------------

COSTS AND EXPENSES
------------------
Real estate cost of sales:
   Land sales                               17,412                   2,521
   Home and condominium sales                  740                   3,373
Operating expenses:
   Magazine circulation operations          19,434                  20,123
   Real estate commissions and selling         602                     583
   Other operations                          1,240                   1,126
General and administrative:
   Real estate operations and corporate      1,808                   2,157
   Magazine circulation operations           3,400                   3,529
   Interest, net                               958                   1,621
                                     ------------------      -------------------
                                            45,594                  35,033
                                     ------------------      -------------------
         Income before income taxes          2,274                     568

PROVISION FOR  INCOME TAXES                    910                     227
                                     ------------------      -------------------
NET INCOME                                   1,364                     341

RETAINED EARNINGS, beginning of period      49,815                  47,258
                                     ------------------      -------------------
RETAINED EARNINGS, end of period   $        51,179           $      47,599
                                     ==================      ===================
NET INCOME PER SHARE -
   BASIC AND DILUTED               $           .21           $         .05
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                           6,574                   6,775
                                     ==================      ===================
                See notes to consolidated financial statements.

                                       3
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 2001 and 2000
                                   (Thousands)
                                              2001                    2000
                                      -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                          $        1,364           $         341
                                      -----------------       ------------------
Adjustments to reconcile net income
to net cash provided (used)
by operating activities -
 Depreciation and amortization               1,267                   1,536
 Non-cash credits and charges:
   (Gain) on disposition of fixed assets         -                    (192)
   Inventory and joint venture valuation
     adjustments                                 -                     283
   Pension benefit accrual                    (192)                  ( 369)
   Bad debt reserve                            324                     232
   Changes in assets and liabilities -
      Receivables                           (7,329)                  4,939
      Real estate inventory                 11,871                  (5,176)
      Other assets                           1,017                     265
      Accounts payable, deposits
        and accrued expenses                 8,010                  (2,313)
      Taxes payable                            787                     840
                                      -----------------       ------------------
          Total adjustments                 15,755                      45
                                      -----------------       ------------------
          Net cash provided by
          operating activities              17,119                     386
                                      -----------------       ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                     (1,473)                 (1,251)
   Proceeds from assets sold                     -                     990
                                      -----------------       ------------------
          Net cash used
          by investing activities           (1,473)                   (261)
                                      -----------------       ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing             12,915                  13,125
   Principal debt payments                 (29,035)                 (9,873)
   Proceeds from exercise of stock option        -                       6
   Purchase of treasury stock                    -                  (4,492)
                                      -----------------       ------------------
        Net cash used by
        financing activities               (16,120)                 (1,234)
                                      -----------------       ------------------
   Decrease in cash and cash equivalents      (474)                 (1,109)
CASH AND CASH EQUIVALENTS, beginning
   of period                                15,941                  12,934
                                      -----------------       ------------------

CASH AND CASH EQUIVALENTS, end
   of period                        $       15,467           $      11,825
                                      =================       ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid - net of
    amounts capitalized             $          958           $       1,621
                                      =================       ==================
   Income taxes paid (refunded)     $           67           $        (771)
                                      =================       ==================
                See notes to consolidated financial statements.

                                       4
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended October 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, 2001
balance  sheet  amounts  have  been  derived  from the April  30,  2001  audited
financial  statements of the  Registrant.  Since the  accompanying  consolidated
financial  statements do not include all the information and footnotes  required
by accounting  principles  generally  accepted in the United States for complete
financial statements,  it is suggested that they be read in conjunction with the
audited  consolidated  financial  statements  and notes thereto  included in the
Registrant's 2001 Annual Report on Form 10-K. 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 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 six month periods ended
October 31, 2001 and 2000.  Certain  amounts  included  in  "Interest  and other
operations" on the  Consolidated  Statements of Operations are classified  below
within the land operations and homebuilding segments,  depending upon the nature
of business activity.

<table>
<CAPTION>

THREE MONTHS                           Land        Home                                 Corporate
                                    Operations   Building   Distribution  Fulfillment   and Other   Consolidated
<S>                             <C>             <C>           <C>           <C>           <C>          <C>

October 2001 (Thousands):
   Revenues                       $  13,852      $   651       $   4,191     $  8,921   $    603     $  28,218
   Expenses(excluding interest)      11,938          813           3,191        8,151        801        24,894
   Interest expense, net                 36            -             312           59         35           442
                                  -----------    -----------   ------------  ---------- ------------ ------------
   Pretax income (loss)
     contribution                 $   1,878      $  (162)      $     688     $    711   $   (233)    $  2,882
                                  ===========    ===========   ============  ========== ============ ============


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

October 2000 (Thousands):
   Revenues                       $   3,576      $   529       $   3,574     $  9,166   $    546     $  17,391
   Expenses(excluding interest)       1,954        1,309           3,488        8,105        808        15,664
   Interest expense, net                 81            5             524          151         42           803
                                  -----------    -----------   ------------  ---------- ------------ ------------

   Pretax income (loss)
     contribution                 $   1,541      $  (785)      $   (438)     $    910   $   (304)    $     924
                                  ===========    ===========   ============  ===========   ========= ============

-----------------------------------------------------------------------------------------------------------------
</table>
                                       5

<PAGE>




<table>
<CAPTION>
SIX MONTHS                             Land        Home                                 Corporate
                                    Operations   Building   Distribution  Fulfillment   and Other   Consolidated
<S>                               <C>            <C>           <C>           <C>        <C>          <C>


October 2001 (Thousands):
   Revenues                       $  21,361      $   667       $   7,758     $ 16,952   $  1,130     $  47,868
   Expenses(excluding interest)      19,260          924           6,474       16,360      1,618        44,636
   Interest expense, net                 81            -             663          142         72           958
                                  -----------    -----------   ------------  ----------  ----------- ------------
   Pretax income (loss)
     contribution                 $   2,020      $  (257)      $     621     $    450   $   (560)    $   2,274
                                  ===========    =========     ============  ========== ============ ============
    Identifiable assets           $  70,951      $ 2,890       $  47,215     $ 17,879   $ 19,950     $ 158,885



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

October 2000 (Thousands):
   Revenues                       $   6,643      $ 2,769       $   7,407     $ 17,662   $  1,120     $  35,601
   Expenses(excluding interest)       4,078        3,757           7,198       16,454      1,925        33,412
   Interest expense, net                195           34           1,015          290         87         1,621
                                  -----------    -----------   ------------  ----------- ----------- ------------
   Pretax income (loss)
     contribution                 $   2,370      $(1,022)      $    (806)    $    918   $   (892)    $     568
                                  ===========    ===========   ============  =========== =========== ============
   Identifiable assets            $  82,409      $ 6,010       $  44,581     $ 16,473   $ 20,598     $ 170,071

-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       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 Six Months ended  October 31, 2001 and
--------------------------------------------------------------------------------
2000
----
Revenues  from real estate  operations  were $14.2 million and $21.4 million for
the  fiscal  year 2002  three and six month  periods  ended  October  31,  2001,
respectively,  compared  to $3.6  million  and $8.6  million  in the  comparable
periods of the prior fiscal year.  Substantially  all of these  revenues in both
years were derived  from land sales,  and  increased in the current  fiscal year
periods  primarily  due to large land sales in  California  and  Colorado in the
first two quarters of the current year which were made as part of the  Company's
restructuring of its real estate  operations,  including a program to dispose of
all real estate  assets in markets  outside of New Mexico.  Although  these land
sales  generated a substantial  amount of cash, the gross profits  realized were
marginal and, as a result, the average gross profit percentage on all land sales
was 19% in the second  quarter  and 16% in the first six  months of the  current
year compared to 63% and 57% in the comparable periods of the prior year. In Rio
Rancho,  gross profits on land sales were 48% and 44% in the three and six month
periods  of  fiscal  2002,  respectively,  compared  to 67% and 60% in the  same
periods last year.  This  decrease  reflected  the fact that the current  year's
activity  included  proportionately  more sales of developed  lots from projects
that  contribute a lower  average  gross profit than realized in the prior year,
which  included  a  larger  proportion  of  undeveloped  lots  that  on  average
contribute  a higher  gross profit  percentage.  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 past results are not an indication of
amounts  that may be  expected to occur in future  periods.  In  addition,  real
estate results were also  favorably  impacted in the three and six month periods
of the current year as the company sold the final homes under  development,  and
costs and expenses from the wind-down of homebuilding  activities were less than
those incurred in the prior year.

Revenues from magazine  circulation  operations increased to approximately $13.1
million in the second  quarter  ended October 31, 2001 from $12.7 million in the
same period last year,  and for the six months ended October 31, 2001  decreased
from $25.1 million last year to $24.7 million this year. Revenues from Newsstand
Distribution  Services  increased  approximately  $600,000 in this year's second
quarter and $400,000 for the six month period compared to last year,  partly due
to  improved  magazine  sales as well as an increase  in the  Company's  average
commission  due to a changed mix of sales.  Revenues from  Fulfillment  Services
decreased  by  approximately  $200,000  and  $700,000 in the three and six month
periods of fiscal 2002, respectively,  compared to the same period last year due
in large part to the loss of sweepstakes  processing  business for one customer.
Magazine circulation  operating expenses decreased by approximately  $200,000 in
the  second  quarter  and  $700,000  in the  six  month  period,  due in part to
payroll-related  and  other  cost  reductions,   principally  in  the  Newsstand
Distribution Services division.


                                       7
<PAGE>


Real estate commissions and selling expenses increased in both the three and six
month  periods  ended  October 31,  2001,  but these  expenses  did not increase
proportionately  to sales because the sales in California and Colorado discussed
above had minimal variable selling costs.  Real estate and corporate general and
administrative  expenses  decreased in both the second quarter and six months of
this year compared to the same periods last year  reflecting the  implementation
of  a  cost  reduction  program  and  other  budgetary  controls.   General  and
administrative costs of magazine  circulation  operations decreased by 3% and 4%
for the three and six month periods ended October 31, 2001,  respectively,  as a
result of these  measures.  Interest  expense  decreased  in both periods due to
lowering average borrowings and reduced interest rates.


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.  Most  borrowings are made by  subsidiaries  and
guaranteed by the Company.

The Company's Kable News Company subsidiary has a line-of-credit with a group of
banks under which, as a result of a modification  of the agreement  entered into
in June 2001, the  commitment  amount was reduced to $25.6 million as of October
31, 2001, at which time $20.1 million was outstanding.  This line bears interest
at the prime rate plus 1% and  matures on May 1, 2002.  In  accordance  with the
June 2001  modification,  the commitment amount will be further reduced to $23.5
million at December 31, 2001.

Kable's  current  lenders  have  advised  Kable that they do not intend to renew
their  lending  commitments  beyond May 1, 2002,  and the Company and Kable have
therefore  initiated  discussions with other potential  lenders.  Expressions of
interest  have been received  from several of these  sources,  but no agreements
have been  reached at this time and there are no  assurances  that Kable will be
able to find  replacement  lenders  or  renegotiate  or extend  the terms of the
current credit agreement beyond May 1, 2002,  however,  management believes that
Kable will be able to replace this line of credit before May 1, 2002.

The other line-of-credit  borrowings are used principally to support real estate
development in New Mexico. These loans are collateralized by certain real estate
assets and are subject to available collateral and various financial performance
and other  covenants.  At October 31,  2001,  the maximum  available  under real
estate  lines-of-credit  was $9.3  million,  of which $4.8 million of borrowings
were outstanding.

During the past  several  years,  the Company has  restructured  its real estate
operations by  winding-down  homebuilding  activities  and selling a substantial
portion  of its  landholdings  in  Colorado,  and  all of  its  landholdings  in
California and Oregon.  At October 31, 2001,  inventories had decreased to $61.5
million  compared to $73.3 million at April 30, 2001  principally as a result of
sales of property  in  California  and  Colorado.  In  addition,  notes  payable
relating to real estate  operations  had  decreased to $7.4 million  October 31,

                                       8
<PAGE>


2001 from $13.2 million at April 30, 2001,  principally from the use of proceeds
of land  sales,  and  notes  payable  of  magazine  circulation  operations  had
decreased to $20.7  million at October 31, 2001 from $31.1  million at April 30,
2001.

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 six
month  period  ended  October 31, 2000.  See Item 7(A) of the  Company's  Annual
Report on Form 10-K for the fiscal  year  ended  April 30,  2001 for  additional
information  regarding  quantitative  and qualitative  disclosures  about market
risk.


                                       9
<PAGE>


                                     PART II
                                     -------
                                Other Information
                                -----------------


Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

The 2001  Annual  Meeting of  Shareholders  of the  Registrant  was  convened on
September 20, 2001 and adjourned to October 4, 2001.

At the adjourned meeting,  Lonnie A. Coombs and Samuel N. Seidman were reelected
directors of the Registrant by the following votes:

                                          For                     Withheld

        Lonnie A. Coombs                6,008,789                  13,217
        Samuel N. Seidman               6,008,269                  13,737



Item 6.  Exhibits and Reports on Form 8-K.
------------------------------------------

   (a)   Exhibits:

     4(a) Sixth  Modification  Agreement  dated as of September 28, 2001, 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.


   (b) Reports on Form 8-K

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


                                       10
<PAGE>

                                    FORM 10-Q

                       AMREP CORPORATION AND SUBSIDIARIES

                                   SIGNATURES
                                   ----------






     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:         December 11,  2001              By: /s/ Peter M. Pizza
                                                   ------------------
                                                   Peter M. Pizza Vice President
                                                   and Chief Financial Officer
                                                   (Principal Financial and
                                                   Accounting Officer)

                                       11
<PAGE>

                        AMREP CORPORATION ANDSUBSIDIARIES



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




          4(a) Sixth  Modification  Agreement dated as of September 28, 2001, 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.