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 , 2004
                               -------------------------------------------------


                                       OR

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

For the transition period from ______________________  to  _____________________

                         Commission File Number 1-4702
                                                -------

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

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


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


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

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

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

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

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

Number of Shares of Common  Stock,  par value  $.10 per  share,  outstanding  at
January 31, 2004 - 6,598,112.
<PAGE>

                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----




PART I.  FINANCIAL INFORMATION                                         PAGE NO.
------                                                                 --------

Item 1.  Financial Statements

         Consolidated Balance Sheets
            January 31, 2004 and April 30, 2003                            1

         Consolidated Statements of Operations and Retained Earnings
            Three Months Ended January 31, 2004 and 2003                   2

         Consolidated Statements of Operations and Retained Earnings
             Nine Months Ended January 31, 2004 and 2003                   3

         Consolidated Statements of Cash Flows
             Nine Months Ended January 31, 2004 and 2003                   4

         Notes to Consolidated Financial Statements                      5 - 6

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                      7 - 10

Item 3. Quantitative and Qualitative Disclosures About Market Risk         10

Item 4. Controls and Procedures                                            10

PART II.  OTHER INFORMATION
--------

Item 6. Exhibits and Reports on Form 8-K                                   11

SIGNATURE                                                                  12

EXHIBIT INDEX                                                              13


<PAGE>

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

                       AMREP CORPORATION AND SUBSIDIARIES
                    Consolidated Balance Sheets ( Unaudited )
               (Thousands, except par value and number of shares)

                                           January 31,             April 30,
                                              2004                   2003
                                       ------------------     ------------------

ASSETS
------
Cash and cash equivalents               $    20,520             $   16,443

Receivables, net:
   Magazine operations                       50,326                 36,464
   Real estate operations                     6,888                  5,970
                                       ------------------     ------------------
                                             57,214                 42,434

Real estate inventory                        58,525                 63,084
Property, plant and equipment, at cost,
  net of accumulated depreciation and
  amortization of $21,333 at January 31, 2004
  and $18,231 at April 30, 2003              22,321                 22,487

Other assets                                 11,003                  9,911
Goodwill                                      5,191                  5,191
                                       ------------------     ------------------
      TOTAL ASSETS                      $   174,774             $  159,550
                                       ==================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable and accrued expenses   $    46,449             $   38,101

Notes payable:
   Amounts due within one year                1,754                  4,124
   Amounts subsequently due                  13,206                 14,303
                                       ------------------     ------------------
                                             14,960                 18,427

Taxes payable                                 1,446                    605
Deferred income taxes                         3,962                  1,506
Accrued pension cost                          7,083                  7,083
                                       ------------------     ------------------
  TOTAL LIABILITIES                          73,900                 65,722
                                       ------------------     ------------------


Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized - 20,000,000;
    7,409,204 shares issued at January 31,
    2004 and 7,406,704 at April 30, 2003        741                    741
  Capital contributed in excess of
    par value                                45,066                 44,992
  Retained earnings                          67,768                 59,786
  Accumulated other comprehensive loss     (  7,096)             (   6,034)
  Treasury stock, at cost; 811,092
    shares at January 31, 2004 and
    818,592 at April 30, 2003              (  5,605)             (   5,657)
                                       ------------------     ------------------
     TOTAL SHAREHOLDERS' EQUITY             100,874                 93,828
                                       ------------------     ------------------
     TOTAL LIABILITIES AND SHAREHOLDERS'
       EQUITY                           $   174,774             $  159,550
                                       ==================     ==================

                 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, 2004 and 2003
                      (Thousands, except per share amounts)

                                              2004                  2003
                                       ------------------    -------------------
REVENUES
--------

Magazine operations                     $    24,914             $   13,316

Real estate operations                        7,738                  6,899

Interest and other operations                   708                    643
                                       ------------------    -------------------
                                             33,360                 20,858
                                       ------------------    -------------------

COSTS AND EXPENSES
------------------

Magazine operating expenses                  21,908                 10,026

Real estate cost of sales                     3,847                  2,774

Real estate commissions and selling             166                    296

Other operations                                606                    604

General and administrative:
   Magazine operations                          974                  1,706
   Real estate operations and corporate         297                    849

Interest expense, net                           193                    141
                                       ------------------    -------------------

                                             27,991                 16,396
                                       ------------------    -------------------
         Income before income taxes           5,369                  4,462

PROVISION  FOR  INCOME TAXES                  1,986                  1,785
                                       ------------------    -------------------
NET INCOME                                    3,383                  2,677

RETAINED EARNINGS, beginning of period       64,385                 55,557
                                       ------------------    -------------------
RETAINED EARNINGS, end of period        $    67,768             $   58,234
                                       ==================    ===================
NET INCOME PER SHARE - BASIC AND
  DILUTED                               $      0.51             $     0.41
                                       ==================    ===================

COMPREHENSIVE INCOME                    $     2,321             $    2,677
                                       ==================    ===================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                            6,598                  6,581
                                       ==================    ===================

                 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, 2004 and 2003
                      (Thousands, except per share amounts)

                                              2004                   2003
                                       ------------------    -------------------
REVENUES
--------

Magazine operations                     $    76,107             $   38,657

Real estate operations                       20,876                 11,483

Interest and other operations                 2,696                  3,064
                                       ------------------    -------------------
                                             99,679                 53,204
                                       ------------------    -------------------

COSTS AND EXPENSES
------------------

Magazine operating expenses                  63,546                 29,871

Real estate cost of sales                     9,845                  5,134

Real estate commissions and selling             645                    617

Other operations                              1,780                  1,888

General and administrative:
   Magazine operations                        5,738                  5,086
   Real estate operations and corporate       2,118                  2,290

Interest expense, net                           721                    450
                                       ------------------    -------------------
                                             84,393                 45,336
                                       ------------------    -------------------
         Income before income taxes          15,286                  7,868

PROVISION  FOR  INCOME TAXES                  5,656                  3,147
                                       ------------------    -------------------
NET INCOME                                    9,630                  4,721

DIVIDEND ( $0.25 per share )                ( 1,648)                     -

RETAINED EARNINGS, beginning of period       59,786                 53,513
                                       ------------------    -------------------
RETAINED EARNINGS, end of period        $    67,768             $   58,234
                                       ==================    ===================

NET INCOME PER SHARE - BASIC AND
  DILUTED                               $      1.46             $     0.72
                                       ==================    ===================

COMPREHENSIVE INCOME                    $     8,568             $    4,721
                                       ==================    ===================


WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                            6,594                  6,579
                                       ==================    ===================

                 See notes to consolidated financial statements.

                                       3
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Nine Months Ended January 31, 2004 and 2003
                                   (Thousands)


                                              2004                    2003
                                       -----------------      ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                            $     9,630                 $4,721
                                       -----------------      ------------------
  Adjustments to reconcile net
  income to net cash provided by
  operating activities -
   Depreciation and amortization              4,213                  2,293
   Non-cash credits and charges:
     Pension expense (benefit) accrual         (530)                   102
     Bad debt reserve                           385                    126
   Stock based compensation - Directors' Plan   109                      -
   Changes in assets and liabilities -
     Receivables                            (15,165)                 2,163
     Real estate inventory                    4,559                 (1,138)
     Other assets                            (1,667)                  (340)
     Accounts payable and accrued expenses    7,193                 (1,642)
     Taxes payable                              841                  1,138
     Deferred income taxes                    3,079                      -
                                       -----------------      ------------------
       Total adjustments                      3,017                  2,702
                                       -----------------      ------------------

       Net cash provided by
         operating activities                12,647                  7,423
                                       -----------------      ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                       (3,472)                (1,651)
                                       -----------------      ------------------
    Net cash used by investing activities    (3,472)                (1,651)
                                       -----------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt financing               23,592                 18,400
  Principal debt payments                   (27,059)               (23,274)
  Proceeds from exercise of stock options        17                     46
  Dividends paid                             (1,648)                     -
                                       -----------------      ------------------
    Net cash used by financing activities    (5,098)                (4,828)
                                       -----------------      ------------------
  Increase in cash and cash equivalents       4,077                    944

CASH AND CASH EQUIVALENTS, beginning
  of period                                  16,443                 15,744
                                       -----------------      ------------------

CASH AND CASH EQUIVALENTS,
  end of period                         $    20,520             $   16,688
                                       =================      ==================


SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid - net of amounts
    capitalized                         $       587             $      454
                                       =================      ==================
  Income taxes paid - net of refunds    $     1,736             $    1,311
                                       =================      ==================

                 See notes to consolidated financial statements.

                                       4
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Nine Months Ended January 31, 2004 and 2003

(1)      BASIS OF PRESENTATION
         ---------------------

The  accompanying  unaudited  financial  statements  included  herein  have been
prepared by AMREP  Corporation (the  "Registrant" or the "Company")  pursuant to
the rules and regulations of the Securities and Exchange  Commission for interim
financial  information.  The April 30,  2003  balance  sheet  amounts  have been
derived from the April 30, 2003 audited  financial  statements of the Registrant
(see Note 4). 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 2003 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 a good indication of what may occur in future periods.

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

The following tables set forth summarized data relative to the industry segments
in which the Company operates for the three and nine month periods ended January
31, 2004 and 2003.  Certain amounts included in "Interest and other  operations
on the  Consolidated  Statements of Operations are  classified  below within the
Land Operations and Corporate and Other  segments,  depending upon the nature of
business   activity.   In  addition,   certain  prior  year  amounts  have  been
reclassified   to   reflect   corporate   management   fees   as   well  as  the
reclassification  of certain  revenues and expenses between the Distribution and
Fulfillment segments in order to conform to the current year presentation.

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

THREE MONTHS                           Land                                        Corporate
                                    Operations     Distribution    Fulfillment     and Other      Consolidated
                                    ----------     ------------    -----------     ---------      ------------
January 2004 (Thousands):
   Revenues                       $     7,897     $     2,979     $    21,935     $    549       $    33,360
   Operating expenses                   4,298           2,616          20,265          619            27,798
   Management fee                         192              23             160         (375)                -
   Interest expense, net                    -              10             129           54               193
                                  --------------  --------------  -------------   -------------  ---------------
   Pretax income contribution     $     3,407     $       330     $     1,381     $    251       $     5,369
                                  ==============  ==============  =============   =============  ===============
----------------------------------------------------------------------------------------------------------------

January 2003 (Thousands):
   Revenues                       $     7,012     $     3,395     $     9,921     $    530       $    20,858
   Operating expenses                   3,603           2,821           8,911          920            16,255
   Management fee                         175              46             129         (350)                -
   Interest expense, net                    -              45              40           56               141
                                  --------------  --------------  -------------   -------------  ---------------
   Pretax income contribution     $     3,234     $       483     $       841     $   ( 96)      $     4,462
                                  ==============  ==============  =============   =============  ===============
</table>
                                       5
<PAGE>

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

NINE MONTHS                            Land                                        Corporate
                                    Operations     Distribution    Fulfillment     and Other      Consolidated
                                  ------------    -------------  -------------    ----------     -------------
January 2004 (Thousands):
   Revenues                       $    21,623     $     9,196     $    66,911     $    1,949      $   99,679
   Operating expenses                  11,950           8,130          61,153          2,439          83,672
   Management fee                         577             118             432         (1,127)              -
   Interest expense, net                    -              22             537            162             721
                                  --------------  --------------  --------------  --------------  ---------------
   Pretax income contribution     $     9,096     $       926     $     4,789     $      475      $   15,286
                                  ==============  ==============  ==============  ==============  ===============

   Identifiable assets            $    72,870     $    38,033     $    40,203     $   18,477      $  169,583

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

January 2003 (Thousands):
   Revenues                       $    12,365     $    10,680     $    27,977     $    2,182      $   53,204
   Operating expenses                   7,352           8,500          26,457          2,577          44,886
   Management fee                         525             136             389         (1,050)              -
   Interest expense, net                    -             177              99            174             450
                                  --------------  --------------  --------------  --------------  ---------------
   Pretax income contribution     $     4,488     $     1,867     $     1,032     $      481      $    7,868
                                  ==============  ==============  ==============  =============== ===============
   Identifiable assets            $    72,757     $    33,953     $    23,119     $   19,282      $  149,111

   Intangibles assets             $         -     $     3,893     $     1,298     $        -      $    5,191
-----------------------------------------------------------------------------------------------------------------
</table>



     (3) PENSION ACCOUNTING
         ------------------

     During the quarter  ended January 31, 2004,  The Company  recorded a pretax
     gain of  approximately  $1,700,000  from the  accelerated  recognition of a
     deferred  actuarial gain due to the curtailment of future service  benefits
     under the Company's pension plan as approved by the Board of Directors.  In
     addition,  the Company recorded a Comprehensive Loss of $1,700,000,  net of
     $638,000 of deferred taxes, related to this amortization.


     (4) RECLASSIFICATION
         ----------------

     The contract for the sale of the  Company's  water  utility  subsidiary  in
     Eldorado,  New  Mexico  expired  in  September  2003.  In  accordance  with
     Financial  Accounting  Standard No. 144,  "Accounting for the Impairment or
     Disposal of Long - Lived Assets",  the related assets and liabilities  have
     been reclassified as held and used.


                                       6
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

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

The following  provides  information that management  believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial  condition.  The discussion should be read in conjunction with the
consolidated  financial statements and accompanying notes. All references to the
third  quarter or first nine  months of fiscal  2004 or 2003 mean the quarter or
nine-month period ended January 31, 2004 or 2003, as the case may be.

Results of Operations
---------------------

For the third quarter of fiscal 2004,  net income was  $3,383,000,  or $0.51 per
share,  compared to net income of  $2,677,000,  or $0.41 per share,  in the same
period of fiscal  2003.  Revenues  were  $33,360,000  in the current  year third
quarter  versus  $20,858,000  in the same period  last year.  For the first nine
months of fiscal 2004,  the Company  reported  revenues of  $99,679,000  and net
income of $9,630,000,  or $1.46 per share. For the comparable  period last year,
the Company had revenues of $53,204,000  and net income of $4,721,000,  or $0.72
per share.

Results for the third  quarter of 2004  included a pretax gain of  approximately
$1,700,000  (equivalent  to $0.16  per  share)  resulting  from the  accelerated
recognition  of a  deferred  actuarial  gain due to the  curtailment  of  future
service benefits under the Company's pension plan. Partly offsetting this pretax
gain was a charge of approximately  $700,000 (equivalent to $0.07 per share) for
the  estimated  costs  of  relocating  and  centralizing   certain   fulfillment
operations.

Revenues from the Company's Kable News Company  subsidiary rose from $13,316,000
and   $38,657,000   in  the  third  quarter  and  first  nine  months  of  2003,
respectively, to $24,914,000 and $76,107,000 in the corresponding periods of the
current  year.  This  substantial   revenue  growth  reflected  the  April  2003
acquisition by Kable of the subscription fulfillment business of Electronic Data
Systems  Corporation  ("EDS"),  offset  in part  by a  revenue  decrease  in the
Newsstand  Distribution  Services  business  due to a decline in magazine  sales
rates. As a result of the purchase from EDS,  revenues from Kable's  Fulfillment
Services business increased from $9,921,000 and $27,977,000 in the third quarter
and first nine months of 2003,  respectively,  to $21,935,000 and $66,911,000 in
the  comparable  periods  of  the  current  year.  This  revenue  increase  from
Fulfillment  Services was offset in part, however, by a decline in revenues from
the Newsstand Distribution Services business from $3,395,000 and $10,680,000 for
the third quarter and first nine months of 2003, respectively, to $2,979,000 and
$9,196,000 in the same periods of the current year, principally due to a decline
in magazine sales rates. Kable's operating expenses increased principally due to
the  acquisition  of the  EDS  Subscription  Fulfillment  Services  business  in
Louisville,    Colorado.   Fulfillment   Services'   operating   expenses   were
approximately  80% and 84% of related  revenues  in the third  quarter and first
nine  months  of 2003,  respectively,  compared  to 90% and 86% for  these  same
periods in 2004.  These costs increased as a percentage of related revenues as a
result of the acquisition in Colorado, where certain costs are relatively higher
than at the Company's other locations, and the charge for the estimated costs of
relocating and centralizing  certain  fulfillment  operations referred to above.
Operating  costs  for  Newsstand  Services  in the  third  quarter  of 2004 were
comparable to the prior year and for the nine month period of 2004  decreased 6%
from the  same  period  in 2003;  however,  they  increased  from 62% and 59% of
revenues in the third  quarter and first nine months of 2003,  respectively,  to
70% and 65% in the comparable  2004 periods  reflecting the decline in Newsstand
Services revenues.

As a result of  customer  losses  that were  identified  and known  prior to the
acquisition of the EDS subscription fulfillment business and which have occurred


                                       7
<PAGE>

and will  continue to occur  through the fourth  quarter of fiscal  2004,  it is
anticipated  that the  revenues and pretax  income of the acquired  subscription
fulfillment  business in the fourth  quarter of 2004 will be lower than what was
reported in each of the first three quarters.  Accordingly,  results for Kable's
Fulfillment  Services  business for the first nine months of fiscal 2004 are not
necessarily a good indication of what may occur in future periods.

Revenues  from land  sales at the  Company's  AMREP  Southwest  subsidiary  also
increased  in fiscal  2004,  from  $6,899,000  in the third  quarter  of 2003 to
$7,738,000  in the same  quarter  of the  current  year,  and for the nine month
period,  revenues increased from $11,483,000 last year to $20,876,000 this year.
This  improvement  was  the  result  of  greater  sales  of both  developed  and
undeveloped lots in the Company's  principal market of Rio Rancho, New Mexico in
2004.  The gross profit on land sales  declined from 60% in the third quarter of
2003 to 50%  for  the  same  period  of 2004  because  a  higher  proportion  of
undeveloped  lots,  which  generally  have  higher  gross  profit  margins  than
developed  lots,  were sold in last  year's  third  quarter.  For the first nine
months of 2003 and 2004,  the gross profit  percentage on land sales was 55% and
53%,  respectively,  as the mix of developed and undeveloped  lots was generally
comparable for these  periods.  Pretax profit from real estate  operations  also
improved  significantly  in both the third quarter and first nine months of 2004
versus the same  periods last year,  reflecting  the much higher  revenues  this
year. As previously reported, revenues and related gross profits from land sales
can vary  significantly  from  period to  period  as a result  of many  factors,
including the nature and timing of specific transactions,  and prior results are
not necessarily a good indication of what may occur in future periods.

Real estate  commissions  and selling  expenses  decreased  as a  percentage  of
related  revenues from 4.3% and 5.4% for the third quarter and first nine months
of 2003,  respectively,  to 2.1% and 3.1% for the same  periods of 2004,  due to
closing a higher mix of land  sales in the third  quarter  of the  current  year
without the  involvement of a broker.  Such costs  generally vary depending upon
the terms of specific sale  transactions.  Real estate and corporate general and
administrative  expenses  decreased  in both the third  quarter  and first  nine
months of 2004 versus the same periods of 2003,  principally  as a result of the
allocable share of the pension gain recorded in the third quarter of the current
year which is netted against this expense.  Kable's  general and  administrative
costs increased during the first nine months of 2004 compared to the same period
of 2003 as a  result  of the  acquisition  of the EDS  subscription  fulfillment
business,  although there was a decrease in the third quarter of 2004 versus the
same  period  last year as a result of Kable's  allocable  share of the  pension
gain. Interest expense increased in both the third quarter and first nine months
of 2004 compared to 2003 as a result of borrowings  incurred in connection  with
the acquisition as well as for additional working capital requirements.

Revenues  associated with interest and other  operations  increased in the third
quarter of 2004 as  compared to the same  period in 2003  because of  moderately
higher increased revenues of the Company's utility subsidiary, but decreased for
the first nine moths of 2004 because certain revenues received in the prior year
did not  reoccur.  Such  one-time  revenues  included the receipt of interest in
connection  with a federal tax refund claim which  occurred in the first quarter
of 2003 and the settlement with an insurance company related to a claim filed in
prior years that was  finalized  in the second  quarter of 2003.  Costs of these
other  operations were generally  comparable in both the third quarter and first
nine months of each year.



                                       8
<PAGE>

Liquidity and Capital Resources
-------------------------------

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

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

The  Company's  subsidiaries  have  line of  credit  arrangements  with  several
financial  institutions which are  collateralized by various assets.  Based upon
collateral  availability,  the Company's subsidiaries had an aggregate borrowing
availability  of  $24,194,000  at January 31, 2004 against which  $9,220,000 had
been borrowed.

Kable has an  agreement  with a bank which  allows  the  company to borrow up to
$30,000,000 based upon a prescribed  percentage of eligible accounts receivable,
as  defined.   At  January  31,  2004,  Kable  had  borrowing   availability  of
$20,278,000, against which $9,020,000 was outstanding.

The Company's real estate  subsidiary,  AMREP  Southwest  Inc., also has several
loans to support its operations 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 January 31, 2004,  the maximum
available under these real estate lines-of-credit  totaled $3,916,000,  of which
borrowings of $200,000 were outstanding.

On July 9, 2003, the Company's Board of Directors declared a special dividend of
$0.25 per share payable on August 13, 2003 to shareholders of record on July 24,
2003.  While this dividend was a one time event, the Board indicated that it may
consider  special  dividends  from  time-to-time  in  the  future  in  light  of
conditions  then  existing,   including  earnings,   financial  condition,  cash
position, and capital requirements and other needs.

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

Inventories  decreased  from  $63,084,000  at April 30, 2003 to  $58,525,000  at
January 31, 2004  reflecting  sales activity in excess of development  spending.
Kable's receivables  increased from $36,464,000 at April 30, 2003 to $50,326,000
at  January  31,  2004  due to the  growth  of  operations  resulting  from  the
acquisition  of the EDS  subscription  fulfillment  business.  Accounts  payable
increased from  $38,101,000 at April 30, 2003 to $46,449,000 at January 31, 2004
due to the timing of payments and the acquisition.

Application of Critical Accounting Policies
-------------------------------------------

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and disclosures of contingent  assets and liabilities at
the date of those financial  statements and the reported amounts of revenues and
expenses during the reporting period. The significant  estimates that affect the
financial statements of the Company include, but are not limited to: (i) revenue
recognition  for the  magazine  distribution  business  based  on  estimates  of
allowances  for magazine  returns;  (ii)  allowances  for bad debts;  (iii) land
development  budgets  and  costs to  complete;  (iv)  cash  flow  and  valuation
assumptions  in performing  asset  impairment  tests of long-lived  assets;  (v)
pension plan  assumptions;  and (vi) legal  contingencies.  Actual results could
differ  from  those  estimates.  There  has been no  significant  effect  on the
financial  condition or results of operations as a result of changes in policies
or estimates.



                                       9
<PAGE>

Statement of Forward-Looking Information
----------------------------------------
Certain information included herein and in other Company statements, reports and
filings  with the  Securities  and  Exchange  Commission,  including  statements
regarding  revenues and profitability of the subscription  fulfillment  business
acquired  from  EDS,  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.  The Registrant  disclaims any intention or obligation to
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------  ----------------------------------------------------------
There have been no material  changes to the  Company's  market risk for the nine
month period ended January 31, 2004.  Refer to Item 7(A) of the Company's Annual
Report on Form 10-K for the fiscal  year  ended  April 30,  2003 for  additional
information  regarding  quantitative  and qualitative  disclosures  about market
risk.

Item 4.  Controls and Procedures
-------  -----------------------
(a)  Evaluation of Disclosure Controls and Procedures

The  Company's  management,  with  the  participation  of  the  Company's  chief
financial officer and the other executive officers whose certificates  accompany
this  quarterly  report,  have  evaluated  the  effectiveness  of the  Company's
disclosure  controls and procedures  (within the meaning of said Rule) as of the
end of the period covered by this report.  As a result of such  evaluation,  the
chief financial  officer and other  executive  officers have concluded that such
disclosure controls and procedures are effective,  in all material respects,  to
ensure that the information  required to be disclosed in the reports the Company
files  or  submits  under  the  Securities  Exchange  Act of 1934  is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules and forms. The Company believes that
a controls  system,  no matter how well  designed and operated,  cannot  provide
absolute  assurance  that the  objectives of the control  system are met, and no
evaluation of controls can provide  absolute  assurance  that all control issues
and instances of fraud, if any, within a company have been detected.

(b)  Changes in Internal Control over Financial Reporting

There have been no changes in the  Company's  internal  control  over  financial
reporting  during the Company's most recent fiscal quarter that have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.



                                       10
<PAGE>


                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------
(a)      Exhibits
         --------

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

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

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

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

(b)      Reports on Form 8-K
         -------------------
     Current  Report on Form 8-K dated  December  8, 2003 and  furnished  to the
Securities and Exchange  Commission on December 8, 2003 reporting second quarter
2004 financial results.





                                       11
<PAGE>




                                    SIGNATURE
                                    ---------


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


                                                       AMREP CORPORATION
                                                          (Registrant)






Dated:  March 10, 2004                               By: /s/ Peter M. Pizza
        --------------                                   ------------------
                                                         Peter M. Pizza
                                                         Vice President and
                                                         Chief Financial Officer
                                                         (Principal Financial
                                                         and Accounting Officer)



                                       12
<PAGE>




                       AMREP CORPORATION AND SUBSIDIARIES



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


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

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

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

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

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


                                       13