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

                                          October 31, 2002
For the quarterly period ended _________________________________________________

                                       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 1-4704
                                                 -------

                                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
                                       -----   -----

Number of Shares of Common  Stock,  par value  $.10 per  share,  outstanding  at
October 31, 2002 - 6,580,612.

<PAGE>

                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----



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

         Balance Sheets
            October 31, 2002 and April 30, 2002                        1

         Statements of Operations and Retained Earnings
            Three Months Ended October 31, 2002 and 2001               2

         Statements of Operations and Retained Earnings
            Six Months Ended October 31, 2002 and 2001                 3

         Statements of Cash Flows
            Six Months Ended October 31, 2002 and 2001                 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
Item 4.  Controls and Procedures                                     9 - 10

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

Item 1.  Legal Proceedings                                            11
Item 4.  Submission of Matters to a Vote of Security Holders          11
Item 6.  Exhibits and Reports on Form 8-K                             11

SIGNATURES                                                            12

CERTIFICATIONS                                                     13 - 18

EXHIBIT INDEX                                                         19



<PAGE>


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

                                             October 31,           April 30,
                                                2002                  2002
                                       ------------------     ------------------

ASSETS
------
Cash and cash equivalents                  $     17,940      $      15,744
Receivables, net:
   Real estate operations                         5,644              6,630
   Magazine circulation operations               34,031             34,849
Real estate inventory                            64,038             62,296
Property, plant and equipment, at cost,
    net of accumulated depreciation and
    amortization of $15,373 at October 31, 2002
    and $14,499 at April 30, 2002                 9,984              9,890
Assets held for sale - net                        6,061              5,853
Other assets                                      9,603              9,235
Excess of cost of subsidiary over
     net assets acquired                          5,191              5,191
                                       ------------------     ------------------
                                            $   152,492      $     149,688
                                       ==================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable                           $     25,093      $      26,349
Accrued expenses                                  7,158              7,518
Notes payable:
   Amounts due within one year                    4,577              3,383
   Amounts subsequently due                      13,432             13,236
                                       ------------------     ------------------
                                                 18,009             16,619

Taxes payable                                     2,067              1,127
Deferred income taxes                             4,596              4,596
                                       ------------------     ------------------
                                                 56,923             56,209
                                       ------------------     ------------------

Commitments and contingencies

Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized - 20,000,000;
    7,406,704 shares issued -
    at October 31, 2002 and 7,399,704
    at April 30, 2002                               741                740
  Capital contributed in excess of par value     44,980             44,935
  Retained earnings                              55,557             53,513
  Treasury stock, at cost; 826,091 shares
    at October 31, 2002 and April 30, 2002       (5,709)            (5,709)
                                       ------------------     ------------------
                                                 95,569             93,479
                                       ------------------     ------------------
                                           $    152,492       $    149,688
                                       ==================     ==================
                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, 2002 and 2001
                      (Thousands, except per share amounts)

                                               2002                     2001
                                     ------------------      -------------------
REVENUES
--------
Magazine circulation operations           $      13,175       $     13,112

Real estate operations                            2,091             14,172

Interest and other operations                     1,070                934
                                     ------------------      -------------------
                                                 16,336             28,218
                                     ------------------      -------------------

COSTS AND EXPENSES
------------------
Magazine circulation operating expenses           9,973              9,712

Real estate cost of sales                           927             11,657

Real estate commissions and selling                 191                452

Other operations                                    613                621

General and administrative:
   Magazine circulation operations                1,648              1,630
   Real estate operations and corporate             727                822

Interest expense, net                               176                442
                                     ------------------      -------------------
                                                 14,255             25,336
                                     ------------------      -------------------
         Income before income taxes               2,081              2,882

PROVISION  FOR  INCOME TAXES                        832              1,153
                                     ------------------      -------------------
NET INCOME                                        1,249              1,729

RETAINED EARNINGS, beginning of period           54,308             49,450
                                     ------------------      -------------------
RETAINED EARNINGS, end of period          $      55,557       $     51,179
                                     ==================      ===================
NET INCOME PER SHARE - BASIC AND DILUTED  $        0.19       $       0.26
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                6,579              6,574
                                     ==================      ===================

                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, 2002 and 2001
                      (Thousands, except per share amounts)

                                              2002                     2001
                                     ------------------      -------------------
REVENUES
--------
Magazine circulation operations           $      25,341       $     24,710

Real estate operations                            4,584             21,438

Interest and other operations                     2,421              1,720
                                     ------------------      -------------------
                                                 32,346             47,868
                                     ------------------      -------------------

COSTS AND EXPENSES
------------------
Magazine circulation operating expenses          19,845             19,434

Real estate cost of sales                         2,360             18,152

Real estate commissions and selling                 321                602

Other operations                                  1,284              1,240

General and administrative:
   Magazine circulation operations                3,380              3,400
   Real estate operations and corporate           1,441              1,808

Interest expense, net                               309                958
                                     ------------------      -------------------
                                                 28,940             45,594
                                     ------------------      -------------------
         Income before income taxes               3,406              2,274

PROVISION  FOR  INCOME TAXES                      1,362                910
                                     ------------------      -------------------
NET INCOME                                        2,044              1,364

RETAINED EARNINGS, beginning of period           53,513             49,815
                                     ------------------      -------------------
RETAINED EARNINGS, end of period          $      55,557       $     51,179
                                     ==================      ===================
NET INCOME PER SHARE - BASIC AND DILUTED  $        0.31       $       0.21
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                6,577              6,574
                                     ==================      ===================
                See notes to consolidated financial statements.

                                       3
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 2002 and 2001
                                                   (Thousands)
                                               2002                    2001
                                      -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                $    2,044            $   1,364
                                      -----------------       ------------------
  Adjustments to reconcile net income
     to net cash provided by operating
     activities -
     Depreciation and amortization               1,516                1,267
     Non-cash credits and charges:
       Pension benefit accrual                      (7)                (192)
       Bad debt reserve                            177                  324
     Changes in assets and liabilities -
       Receivables                               1,605               (7,329)
       Real estate inventory                    (1,742)              11,871
       Other assets                               (673)               1,017
       Accounts payable and accrued expenses    (1,641)               8,010
       Taxes payable                               940                  787
                                      -----------------       ------------------

         Total adjustments                          175              15,755
                                      -----------------       ------------------

         Net cash provided by
         operating activities                    2,219               17,119
                                      -----------------       ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                          (1,459)              (1,473)
                                      -----------------       ------------------
         Net cash used by investing activities  (1,459)              (1,473)
                                      -----------------       ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt financing                  13,630               12,915
  Principal debt payments                      (12,240)             (29,035)
  Proceeds from exercise of stock options           46                    -
                                      -----------------       ------------------
         Net cash provided ( used )
         by financing activities                 1,436              (16,120)
                                      -----------------       ------------------
INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                               2,196                 (474)
CASH AND CASH EQUIVALENTS,
  beginning of period                           15,744               15,941
                                      -----------------       ------------------

CASH AND CASH EQUIVALENTS, end of period    $   17,940            $  15,467
                                      =================       ==================
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid - net
  of amounts capitalized                    $      378            $     915

                                      =================       ==================
  Income taxes paid - net of refunds        $      422            $      67
                                      =================       ==================

                See notes to consolidated financial statements.

                                       4
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended October 31, 2002 and 2001

(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, 2002
balance  sheet  amounts  have  been  derived  from the April  30,  2002  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 2002 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 tables set forth summarized data relative to the industry segments
in which the Company  operates for the three and six month periods ended October
31, 2002 and 2001.  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.  In  addition,  certain  prior year  amounts with respect to corporate
allocations  have been  reclassified  to  conform to the 2002  presentation  and
methodology of allocations.

<Table>
THREE MONTHS                           Land        Home                                 Corporate
                                    Operations   Building   Distribution  Fulfillment   and Other   Consolidated
                                    ----------   --------   ------------  -----------   ---------   ------------
<S>                               <C>            <C>         <C>            <C>          <C>          <C>
October 2002 (Thousands):
   Revenues                       $     2,524    $     0     $    4,028     $  9,147     $    637      $  16,336
   Expenses(excluding interest)         1,828          0          2,964        8,832          455         14,079
   Interest expense, net                    0          0             68           49           59            176
                                  -------------  ----------  ------------   ----------   ----------    -----------
   Pretax income
    contribution                  $       696    $     0     $      996     $    266     $    123      $   2,081
                                  =============  ==========  ============   ==========   ==========    ===========

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

October 2001 (Thousands):
   Revenues                       $    13,852    $   651     $    4,191     $  8,921     $    603      $  28,218
   Expenses(excluding interest)        12,135        813          3,191        8,151          604         24,894
   Interest expense, net                   36          -            312           59           35            442
                                  -------------  ----------  ------------   ----------   ----------    -----------
   Pretax income (loss)
     contribution                 $     1,681    $  (162)    $      688     $    711     $    (36)     $   2,882
                                  =============  ==========  ============   ==========   ==========    ===========
</TABLE>


                                       5
<PAGE>

<Table>
SIX MONTHS                            Land        Home                                 Corporate
                                    Operations   Building   Distribution  Fulfillment   and Other   Consolidated
                                    ----------   --------   ------------  -----------  ----------   ------------
<S>                               <C>            <C>         <C>            <C>          <C>          <C>
October 2002 (Thousands):
   Revenues                       $     5,353    $     0     $    7,520     $ 17,821     $  1,652      $  32,346
   Expenses(excluding interest)         4,099          0          5,923       17,652          957         28,631
   Interest expense, net                    0          0            132           59          118            309
                                  -------------  ----------  ------------   ----------   ----------    -----------
   Pretax income
    contribution                  $     1,254    $     0     $    1,465     $    110     $    577      $   3,406
                                  =============  ==========  ============   ==========   ==========    ===========
   Identifiable assets            $    71,786    $     0     $   38,333     $ 23,082     $ 19,291      $ 152,492

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

October 2001 (Thousands):
   Revenues                       $    21,361    $   667     $    7,758     $ 16,952     $  1,130      $  47,868
   Expenses(excluding interest)        19,652        924          6,474       16,360        1,226         44,636
   Interest expense, net                   81          -            663          142           72            958
                                  -------------  ----------  ------------   ----------   ----------    -----------
   Pretax income (loss)
     contribution                 $     1,628    $  (257)    $      621     $    450     $   (168)     $   2,274
                                  =============  ==========  ============   ==========   ==========    ===========
   Identifiable assets            $    70,951    $ 2,890     $   47,215     $ 17,879     $ 19,950     $  158,885

 -----------------------------------------------------------------------------------------------------------------
</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 Month Periods Ended October 31, 2002
--------------------------------------------------------------------------------
and 2001
--------

Revenues from magazine  circulation  operations were approximately $13.2 million
in the second  quarter  ended  October 31, 2002 compared to $13.1 million in the
same period of the prior  year,  and for the six months  ended  October 31, 2002
increased  3% to  approximately  $25.3  million in the  current  year from $24.7
million  in the  prior  year.  Revenues  from  Newsstand  Distribution  Services
decreased  approximately  4% and 3% for the three and six  month  periods  ended
October 31, 2002, respectively,  compared to the previous year, primarily due to
a modest decline in magazine  sales rates.  Revenues from  Fulfillment  Services
increased by 3% and 5% in the same periods of fiscal 2002  compared to the prior
year,  due in large  part to  revenues  associated  with new  customers  and the
expansion  of the  product  services  line  of  fulfillment  activity.  Magazine
circulation  operating  expenses increased by 3% in the second quarter and 2% in
the six month period, principally due to the costs associated with the expansion
of the product services line.

Revenues from real estate  operations were $2.1 million and $4.6 million for the
three and six month periods ended  October 31, 2002,  respectively,  compared to
$14.2 million and $21.4 million in the comparable periods of the prior year. The
sharp  decrease  in  revenue  for both the three and six  month  periods  of the
current  fiscal  year was the  result of two large  land sales made in the prior
year 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 two large land sales in California and Colorado, (one
in  the  first  quarter  and  the  other  in the  second  quarter)  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% and 16% in
the prior year's three and six month periods ended October 31, 2001, compared to
56% and 48% in the comparable periods of the current year. Gross profits on land
sales in the  Company'  principal  market of Rio Rancho  were 45% and 42% in the
three and six month  periods of fiscal 2002,  respectively,  compared to 61% and
51% in the current year's comparable quarters, and increased because the current
year activity  includes  proportionately  more sales from certain  projects that
contribute a higher  average gross profit.  Land sale revenues and related gross
profits  can vary from  period to period as a result of the nature and timing of
specific transactions,  and thus prior results are not necessarily an indication
of amounts that may be expected to occur in future periods.

Real estate commissions and selling expenses decreased in both the three and six
month periods ended October 31, 2002 due to the decrease in sales activity,  but
these expenses did not decrease in direct  proportion to sales because the large
land sales  which  occurred in the prior year  outside of New Mexico  (discussed
above) had  minimal  variable  costs.  Real  estate and  corporate  general  and

                                       7
<PAGE>

administrative expenses decreased in both the three and six month periods due to
the  effects  of the  Company's  cost  reduction  and  other  budgetary  control
measures,   and  general  and  administrative   costs  of  magazine  circulation
operations  were generally  comparable for the three and six month periods ended
October 31, 2002 and 2001.

Revenues  associated  with interest and other  operations  increased in both the
three and six month  periods  of the  current  fiscal  year  resulting  from the
receipt of interest in  connection  with a federal tax refund claim and the sale
of certain real estate development impact fee credits, both of which occurred in
the first quarter, and the settlement with an insurance company of a claim filed
in a prior year that was finalized in the second  quarter.  Costs of these other
operations  were  generally  comparable  in both the three and six month periods
ended October 31, 2002 and 2001.

Interest expense net of amounts capitalized  decreased in both the three and six
month  periods  ended  October 31, 2002 as a result of lower  average  borrowing
levels in both real  estate and  magazine  circulation  operations  as well as a
decrease in average interest rates.

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

During the past several  years,  the Company has financed  its  operations  from
internally generated funds from land sales and magazine circulation  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 $30.6  million at October 31, 2002 against  which $15.5 million
had been borrowed.

Kable News  Company  has an  agreement  with a bank which  allows the Company to
borrow up to $20 million based upon a prescribed percentage of eligible accounts
receivable, as defined. At October 31, 2002, Kable had borrowing availability of
$16.9 million based upon  available  collateral,  against which $7.0 million was
outstanding.  Kable has an additional  arrangement  with another bank for a $4.6
million  credit  line  to  be  used  for  specific   capital   expenditures  and
collateralized by the equipment purchased.  At October 31, 2002, the Company had
borrowed  approximately  $3.6 million under this agreement of which $3.4 million
remained  outstanding,  with  principal  payments  due over a three to four year
term.

The Company has several  loans to support real estate  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
October 31,  2002,  the  maximum  available  under real  estate  lines-of-credit
totaled $9.3 million against which borrowings of $5.1 million were  outstanding.
In addition,  extensions  on two lines of credit  totaling  $6.0 million were in
process.

                                       8
<PAGE>

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

Inventories  amounted  to $62.3  million  at April 30,  2002  compared  to $64.0
million  at  October  31,  2002.  This  change is the net  result of  additional
development  work  at  Rio  Rancho,   New  Mexico.   Receivables  from  magazine
circulation operations decreased moderately from $34.8 million at April 30, 2002
to $34.0  million at October 31, 2002 as a result of the timing of billings  and
collections.

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 amounts reported in
the financial  statements.  The significant  estimates that affect the financial
statements of the Company include,  but are not limited to, inventory  valuation
judgments  for real estate  operations,  sales  percentage  and magazine  return
estimates  for  magazine  circulation  operations,  and  the  recoverability  of
long-term assets and amortization  periods for all business  operations.  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.

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, 2002.  Refer to Item 7(A) of the Company's Annual
Report on Form 10-K for the fiscal  year  ended  April 30,  2002 for  additional
information  regarding  quantitative  and qualitative  disclosures  about market
risk.

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

        (a) Evaluation of Disclosure Controls and Procedures

During the 90-day period prior to the filing date of this report,  management,
including the Company's Chief Financial  Officer and other certifying  Officers,
evaluated  the  effectiveness  of the  design  and  operation  of the  Company's

                                       9
<PAGE>

disclosure  controls  and  procedures.  Based  upon,  and as of the date of that
evaluation,  the Certifying  Officers concluded that the disclosure controls and
procedures were effective,  in all material respects, to ensure that information
required to be disclosed in the reports the Company  files and submits under the
Exchange  Act is  recorded,  processed,  summarized,  and  reported  as and when
required.

        (b)      Changes in Internal Controls

Internal  controls were most recently  evaluated in connection with the audit of
the Company's financial statements for the fiscal year ended April 30, 2002, and
there have been no significant  changes in internal controls or in other factors
that could significantly affect those controls since that time.



                                       10
<PAGE>

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

Item 1.  Legal Proceedings
-------  -----------------

     The  commencement  of the lawsuit  entitled  "Northeast  Sort & Fulfillment
Corp. v. Kable Fulfillment  Services of Ohio, Inc.", was reported in subdivision
B of Item 3 of the  Registrant's  Annual Report on Form 10-K for the fiscal year
ended April 30, 2002.  That lawsuit was settled and terminated in September 2002
without any cost to the Registrant or its subsidiaries.

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

     The  2002  Annual  Meeting  of  Shareholders  of the  Registrant  was  held
September 19, 2002.

     At the meeting,  Jerome Belson,  Nicholas G. Karabots and Albert Russo were
reelected directors of the Registrant by the following votes:
                                        For                     Withheld
                                        ---                     --------
     Jerome Belson                   6,239,868                   4,411
     Nicholas G. Karabots            6,206,638                  37,641
     Albert Russo                    6,235,848                   8,431

     The terms of office of Edward B.  Cloues II,  Lonnie A.  Coombs,  Samuel N.
Seidman and James Wall continued after the meeting.

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

     (a)   Exhibits
           --------

     99.1 Certification  Pursuant to 18 U.S.C. Section 1350 as enacted by
          Section 906 of the Sarbanes-Oxley Act of 2002.

     (b)   Reports on Form 8-K
           -------------------

     No reports on Form 8-K were filed by  Registrant  during the quarter  ended
     October 31, 2002.




                                       11
<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 16, 2002                     By:     /s/ Peter M. Pizza
                                                             ------------------
                                                             Peter M. Pizza
                                                             Vice President
                                                             and Chief Financial
                                                             Officer (Principal
                                                             Financial and
                                                             Accounting Officer)




                                       12
<PAGE>


CERTIFICATIONS
--------------

I, Peter M. Pizza, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of AMREP Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

                                       13
<PAGE>


6.   The  Registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:   December  16, 2002



/s/ Peter M. Pizza
--------------------------------
Peter M. Pizza
Title:   Chief Financial Officer





                                       14
<PAGE>


CERTIFICATIONS
--------------
I, James Wall, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of AMREP Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

                                       15
<PAGE>

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Dated:  December 16, 2002


/s/ James Wall
---------------
James Wall
Title:  *


_______________________
*    The  Company  is a holding  company  which  does  substantially  all of its
     business through two wholly-owned  subsidiaries  (and their  subsidiaries).
     Those wholly-owned  subsidiaries are AMREP Southwest Inc. ("ASW") and Kable
     News Company,  Inc. ("Kable").  Mr. Wall is the principal executive officer
     of ASW,  and Mr. Duloc is the  principal  executive  officer of Kable.  The
     Company has no chief executive officer and its only executive  officers are
     James Wall and Peter M. Pizza.  Mr. Wall is a Senior Vice  President of the
     Company and Mr. Pizza is a Vice  President and Chief  Financial  Officer of
     the Company.




                                       16
<PAGE>


CERTIFICATIONS
--------------
I, Michael P. Duloc, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of AMREP Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

                                       17
<PAGE>

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  December  16, 2002

/s/ Michael P. Duloc
--------------------
Michael P. Duloc
Title:  *



_______________________
*    The  Company  is a holding  company  which  does  substantially  all of its
     business through two wholly-owned  subsidiaries  (and their  subsidiaries).
     Those wholly-owned  subsidiaries are AMREP Southwest Inc. ("ASW") and Kable
     News Company,  Inc. ("Kable").  Mr. Wall is the principal executive officer
     of ASW,  and Mr. Duloc is the  principal  executive  officer of Kable.  The
     Company has no chief executive officer and its only executive  officers are
     James Wall and Peter M. Pizza.  Mr. Wall is a Senior Vice  President of the
     Company and Mr. Pizza is a Vice  President and Chief  Financial  Officer of
     the Company.








                                       18
<PAGE>






                       AMREP CORPORATION AND SUBSIDIARIES



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


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

99.1                Certification  Pursuant to 18 U.S.C. Section 1350 as enacted
                    by Section 906 of the Sarbanes-Oxley Act of 2002




                                       19