UNITED STATES
                       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, 2006
                               -------------------------------------------------

                                       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.)

212 Carnegie Center, Suite 302, Princeton, New Jersey                  08540
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code    (609) 716-8200
                                                   -----------------------------

641 Lexington Avenue, Sixth Floor, New York, New York                  10022
--------------------------------------------------------------------------------
(Former address of principal executive offices,                     (Zip Code)
       if changed since last report)

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 a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the  Exchange  Act (Check
one):

Large accelerated filer       Accelerated filer      Non-accelerated filer   X
                        ---                    ---                         -----

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

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

Number of Shares of Common  Stock,  par value  $.10 per  share,  outstanding  at
January 31, 2006 - 6,636,112.

<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----


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

         Consolidated Balance Sheets (Unaudited)
                January 31, 2006 and April 30, 2005                        1

         Consolidated Statements of Operations and Retained Earnings
            (Unaudited) Three Months Ended January 31, 2006 and 2005       2

         Consolidated Statements of Operations and Retained Earnings
            (Unaudited) Nine Months Ended January 31, 2006 and 2005        3

         Consolidated Statements of Cash Flows (Unaudited)
            Nine Months Ended January 31, 2006 and 2005                    4

         Notes to Consolidated Financial Statements                      5 - 7

Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                    7 - 11

Item 3. Quantitative and Qualitative Disclosures About Market Risk         11

Item 4. Controls and Procedures                                         11 - 12

PART II.  OTHER INFORMATION

Item 6. Exhibits                                                           12

SIGNATURE                                                                  13

EXHIBIT INDEX                                                              14





<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)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                      January 31,            April 30,
                                                                                          2006                   2005
                                                                                   ------------------    -------------------

ASSETS:
Cash and cash equivalents                                                          $      22,247          $       37,743
Receivables, net:
   Media services operations                                                              50,579                  51,348
   Real estate operations                                                                  5,669                   6,277
                                                                                   ------------------    -------------------
                                                                                          56,248                  57,625

Real estate inventory                                                                     53,563                  52,906
Investment assets - net                                                                   11,192                  11,356
Property, plant and equipment, at cost, net of accumulated
   depreciation and amortization of $23,033 at January 31, 2006
   and $19,972 at April 30, 2005                                                          12,262                  11,600

Other assets, net                                                                         14,575                  12,347
Assets of discontinued operations                                                              -                   5,541
Goodwill                                                                                   5,191                   5,191
                                                                                   ------------------    -------------------
      TOTAL ASSETS                                                                 $     175,278          $      194,309
                                                                                   ==================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable and accrued expenses                                              $      42,266          $       50,720
Liabilities of discontinued operations                                                         -                      13
Notes payable:
   Amounts due within one year                                                             1,738                   2,099
   Amounts subsequently due                                                                9,926                   9,955
                                                                                   ------------------    -------------------
                                                                                          11,664                  12,054

Taxes payable                                                                              2,219                   2,220
Deferred income taxes                                                                      6,754                   6,117
Accrued pension cost                                                                       5,934                   5,780
                                                                                   ------------------    -------------------
     TOTAL LIABILITIES                                                                    68,837                  76,904
                                                                                   ------------------    -------------------

Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized - 20,000,000; 7,417,204 shares issued
    at January 31, 2006 and 7,414,704 at April 30, 2005                                      741                     741
  Capital contributed in excess of par value                                              45,588                  45,395
  Retained earnings                                                                       71,486                  82,695
  Accumulated other comprehensive loss, net                                               (5,976)                 (5,976)
  Treasury stock, at cost; 781,092 shares at January 31, 2006
    and 788,592 shares at April 30, 2005                                                  (5,398)                 (5,450)
                                                                                   ------------------    -------------------
     TOTAL SHAREHOLDERS' EQUITY                                                          106,441                 117,405
                                                                                   ------------------    -------------------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                    $     175,278          $      194,309
                                                                                   ==================    ===================

</TABLE>

                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, 2006 and 2005
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                                <C>                    <C>

                                                                                          2006                    2005
                                                                                   -----------------      -------------------
REVENUES:

Media services operations                                                           $     22,449           $     24,126

Real estate operations - land sales                                                       12,621                  6,996

Interest and other                                                                           519                    364
                                                                                   -----------------      -------------------
                                                                                          35,589                 31,486
                                                                                   -----------------      -------------------

COSTS AND EXPENSES:

Media services operating expenses                                                         18,989                 20,430

Real estate cost of sales                                                                  6,618                  3,650

Real estate commissions and selling                                                          480                    208

Other operations                                                                             311                    286

General and administrative:
   Media services operations                                                               1,782                  1,860
   Real estate operations and corporate                                                    1,039                    848

Interest expense, net
                                                                                             78                     220
                                                                                  -----------------      -------------------
                                                                                          29,297                 27,502
                                                                                  -----------------      -------------------
         Income before income taxes                                                        6,292                  3,984

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                                      1,051                  1,473
                                                                                  -----------------      -------------------
NET INCOME FROM CONTINUING OPERATIONS                                                      5,241                  2,511

INCOME FROM OPERATIONS OF DISCONTINUED  BUSINESS (NET OF INCOME TAXES)                         -                     50
                                                                                  -----------------      -------------------
NET INCOME                                                                                 5,241                  2,561

DIVIDENDS PAID                                                                           (23,226)                     -

RETAINED EARNINGS, beginning of period                                                    89,471                 75,391
                                                                                  -----------------      -------------------
RETAINED EARNINGS, end of period                                                   $      71,486          $      77,952
                                                                                  =================      ===================

EARNINGS PER SHARE - BASIC AND DILUTED:
     CONTINUING OPERATIONS                                                         $        0.79         $         0.38
     DISCONTINUED OPERATIONS                                                                0.00                   0.01
                                                                                  -----------------      -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                             $        0.79         $         0.39
                                                                                  =================      ===================

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                                                                    6,635                  6,619
                                                                                  =================      ===================
</TABLE>

                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, 2006 and 2005
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                               <C>                    <C>

                                                                                         2006                    2005
                                                                                  -----------------      -------------------
REVENUES:

Media services operations                                                          $      67,299          $      72,875

Real estate operations - land sales                                                       31,680                 24,482

Interest and other                                                                         1,471                    997
                                                                                  -----------------      -------------------
                                                                                         100,450                 98,354
                                                                                  -----------------      -------------------
COSTS AND EXPENSES:

Media services operating expenses                                                         55,971                 59,680

Real estate cost of sales                                                                 16,746                 10,976

Real estate commissions and selling                                                        1,058                  1,246

Other operations                                                                             927                  1,146

General and administrative:
   Media services operations                                                               5,926                  5,774
   Real estate operations and corporate                                                    3,168                  2,592

Interest expense, net                                                                        287                    540
                                                                                  -----------------      -------------------
                                                                                          84,083                 81,954
                                                                                  -----------------      -------------------
         Income before income taxes                                                       16,367                 16,400

PROVISION  FOR  INCOME TAXES FROM CONTINUING OPERATIONS                                    4,262                  5,578
                                                                                  -----------------      -------------------
NET INCOME FROM CONTINUING OPERATIONS                                                     12,105                 10,822

INCOME (LOSS) FROM OPERATIONS OF DISCONTINUED
   BUSINESS (NET OF INCOME TAXES)                                                          3,556                    (40)
                                                                                  -----------------      -------------------
NET INCOME                                                                                15,661                 10,782

DIVIDENDS PAID                                                                           (26,870)                (2,645)

RETAINED EARNINGS, beginning of period                                                    82,695                 69,815
                                                                                  -----------------      -------------------
RETAINED EARNINGS, end of period                                                   $      71,486          $      77,952
                                                                                  =================      ===================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED:
   CONTINUING OPERATIONS                                                           $        1.83          $        1.64
   DISCONTINUED OPERATIONS                                                                  0.53                  (0.01)
                                                                                  -----------------      -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                             $        2.36          $        1.63
                                                                                  =================      ===================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                                                      6,631                  6,613
                                                                                  =================      ===================
</TABLE>

                See notes to consolidated financial statements.


                                       3
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Nine Months Ended January 31, 2006 and 2005
                                   (Thousands)
<TABLE>
<S>                                                                               <C>                    <C>

                                                                                         2006                    2005
                                                                                  -----------------      -------------------
      CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income                                                                 $      15,661          $      10,782
                                                                                  -----------------      -------------------
        Adjustments to reconcile net income to net cash provided by
        operating activities -
         Depreciation and amortization                                                     4,055                  3,763
         Non-cash credits and charges:
          Pension expense accrual                                                            154                     90
          Bad debt reserve                                                                  (116)                  (207)
         Stock based compensation - Directors' Plan                                          205                    135
         Gain on condemnation of utility company                                          (5,516)                     -
         Changes in assets and liabilities -
          Receivables                                                                       (302)                (7,150)
          Real estate inventory                                                            1,161                    864
          Other assets                                                                    (3,029)                (1,510)
          Accounts payable and accrued expenses                                           (1,467)                   796
          Taxes payable                                                                       (1)                (1,212)
          Deferred income taxes                                                              637                  1,121
                                                                                  -----------------       -------------------
           Total adjustments                                                              (4,219)                (3,310)
                                                                                  -----------------       -------------------
           Net cash provided by operating activities                                      11,442                  7,472
                                                                                  -----------------       -------------------
      CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures                                                               (3,765)                (4,041)
       Proceeds from sale of property, plant and equipment                                     -                    180
       Acquisition of distribution contracts                                                   -                   (100)
       Proceeds from condemnation of utility company                                       4,047                      -
                                                                                  -----------------       -------------------
          Net cash provided (used) by investing activities                                   282                 (3,961)
                                                                                  -----------------       -------------------
      CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from debt financing                                                       24,139                 11,004
       Principal debt payments                                                           (24,529)                (8,483)
       Proceeds from exercise of stock options                                                40                     35
       Dividends paid                                                                    (26,870)                (2,645)
                                                                                  -----------------       -------------------

          Net cash (used) by financing activities                                        (27,220)                   (89)
                                                                                  -----------------       -------------------
          Increase (decrease) in cash and cash equivalents                               (15,496)                 3,422
      CASH AND CASH EQUIVALENTS, beginning of period                                      37,743                 26,805
                                                                                  -----------------       -------------------
      CASH AND CASH EQUIVALENTS, end of period                                     $      22,247          $      30,227
                                                                                  =================       ===================
      SUPPLEMENTAL CASH FLOW INFORMATION:
       Interest paid - net of amounts capitalized                                  $         294          $         465
                                                                                  =================       ===================
       Income taxes paid - net of refunds                                          $       5,713          $       5,646
                                                                                  =================       ===================
       Non-cash Transaction: Note payable for acquisition of
          Distribution Contracts                                                   $           -          $       1,170
                                                                                  =================       ===================
</TABLE>

                See notes to consolidated financial statements.

                                       4
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
              Three and Nine Months Ended January 31, 2006 and 2005

(1)      Basis of Presentation
         ---------------------

The accompanying  unaudited  consolidated  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,  and do not include all the information and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  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.

The  unaudited  consolidated  financial  statements  herein  should  be  read in
conjunction with the Company's  annual report on Form 10-K, as amended,  for the
year ended  April 30, 2005 that was  previously  filed with the  Securities  and
Exchange Commission.

(2)      Receivables
         -----------

Media services operations accounts receivable,  net consist of the following (in
thousands):

                                    January 31, 2006            April 30, 2005
                                 ---------------------        ------------------
Fulfillment services                $      22,866                $      24,487
Newsstand Distribution services            27,713                       26,861
                                 ---------------------        ------------------
                                    $      50,579                $      51,348
                                 =====================        ==================


(3)      Other Assets
         ------------

Other assets, net consist of the following (in thousands):

                                    January 31, 2006            April 30, 2005
                                 ---------------------        ------------------
Software development costs          $       7,410               $        7,296
Deferred order entry costs                  3,633                        3,745
Prepaid expenses                            1,970                        1,587
Other                                       3,601                        3,674
                                 ---------------------        ------------------
                                           16,614                       16,302
Less accumulated amortization             ( 2,039)                      (3,955)
                                 ---------------------        ------------------
                                    $      14,575                $      12,347
                                 =====================        ==================


Software   development   costs  include  internal  and  external  costs  of  the
development  of new or enhanced  software  programs and are generally  amortized
over five  years.  Deferred  order  entry  costs  represent  costs  incurred  in
connection with the data entry of customer subscription information to data base
files and are  charged  directly to  operations  over a 12-month  period.  Other
includes the acquisition costs of certain customer  contracts that are amortized
over periods that generally range from three to five years.





                                       5
<PAGE>


(4)      Accounts Payable and Accrued Expenses
         -------------------------------------
Accounts payable and accrued expenses consist of the following (in thousands):

                                     January 31, 2006          April 30, 2005
                                   --------------------      ------------------
Publisher payables                  $        28,624           $       27,722
Deposit on utility company
  condemnation                                    -                    7,000
Accrued expenses                              5,823                    6,849
Trade payables                                2,507                    3,827
Other                                         5,312                    5,322
                                   --------------------      ------------------
                                    $        42,266           $       50,720
                                   ====================      ==================


(5)      Discontinued Operation
         ----------------------
Net income from discontinued  operations in the first nine months of fiscal 2006
reflects the gain from the disposition of the primary assets of the Company's El
Dorado,  New  Mexico  water  utility  subsidiary  ("Utility"),  which were taken
through condemnation  proceedings.  Financial information for operations of this
subsidiary  for  prior  periods  has  been   reclassified  to  conform  to  this
presentation.

Revenues  from the Utility were $102,000 and  $1,210,000  for the three and nine
month  periods ended  January 31, 2005;  possession of the Utility's  assets was
transferred on December 1, 2004,  and therefore,  there were no revenues for the
Utility in fiscal  2006.  Pretax  income  (loss) of the  Utility was $79,000 and
($63,000)  for the three and nine months ended  January 31,  2005,  and zero and
$5,645,000 for the same periods ended January 31, 2006.

(6)      Information About the Company's Operations in Different Industry
         ----------------------------------------------------------------
         Segments
         --------
The following tables set forth summarized data relative to the industry segments
for  continuing  operations  in which  the  Company  operated  for the three and
nine-month periods ended January 31, 2006 and 2005.

THREE MONTHS:
<TABLE>

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

                                       Newsstand     Fulfillment    Real Estate
                                      Distribution     Services     Operations      Corporate     Consolidated
                                     --------------  -------------  -------------  -------------  ------------
 January 2006 (Thousands):
  Revenues                           $     3,264     $  19,185      $  12,943      $     197      $   35,589
  Operating and G&A expenses               2,800        17,972          7,787            660          29,219
  Management fee (income)                     36           212            250           (498)              -
  Interest expense, net                      (36)          114              -              -              78
                                     --------------  -------------  -------------  -------------  ------------
  Pretax income contribution from
     continuing operations           $       464     $     887      $   4,906      $      35      $    6,292
                                     ==============  =============  =============  =============  ============
--------------------------------------------------------------------------------------------------------------
January 2005 (Thousands):
  Revenues                           $     3,122     $  21,004      $   7,306      $      54      $   31,486
  Operating and G&A expenses               3,212        19,078          4,521            471          27,282
  Management fee (income)                     29           196            225           (450)              -
  Interest expense, net                       31           179              -             10             220
                                     --------------  -------------  -------------  -------------  ------------
  Pretax income (loss)
     contribution from
     continuing operations           $      (150)    $   1,551      $   2,560      $      23      $    3,984
                                     ==============  =============  =============  =============  ============
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                       6
<PAGE>



NINE MONTHS:
<TABLE>

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

                                       Newsstand     Fulfillment    Real Estate
                                      Distribution     Services     Operations      Corporate     Consolidated
                                     --------------  -------------  -------------  -------------  ------------
 January 2006 (Thousands):
  Revenues                           $    10,056     $  57,243      $  32,607      $     544      $  100,450
  Operating and G&A expenses               8,457        53,440         19,899          2,000          83,796
  Management fee (income)                    108           638            748         (1,494)              -
  Interest expense, net                      (54)          341              -              -             287
                                     --------------  -------------  -------------  -------------  ------------
  Pretax income contribution from
     continuing operations           $     1,545         2,824      $  11,960      $      38      $   16,367
                                     ==============  =============  =============  =============  ============
  Identifiable assets                $    33,757     $  45,197      $  78,566      $  12,567      $  170,087

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

--------------------------------------------------------------------------------------------------------------
January 2005 (Thousands):
  Revenues                           $     9,435     $  63,440      $  25,372      $     107      $   98,354
  Operating and G&A expenses               8,328        57,126         14,532          1,428          81,414
  Management fee (income)                     87           588            675         (1,350)              -
  Interest expense, net                       28           459              -             53             540
                                    --------------  -------------  -------------  -------------  ------------
  Pretax income (loss)
     contribution from
     continuing operations           $       992     $   5,267      $  10,165      $     (24)     $   16,400
                                     ==============  =============  =============  =============  ============
  Identifiable assets                $    41,322     $  41,269      $  75,068      $  21,138      $  178,797

  Intangible assets                  $     3,893     $   1,298      $       -      $       -      $    5,191
--------------------------------------------------------------------------------------------------------------
</TABLE>


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

INTRODUCTION

The Company,  through its  subsidiaries,  is primarily engaged in three business
segments:  the Real Estate  business  operated by AMREP  Southwest  Inc. and its
subsidiaries (collectively,  "AMREP Southwest") and the Fulfillment Services and
Newsstand  Distribution  Services  businesses  operated by Kable Media Services,
Inc. and its subsidiaries  (collectively,  "Kable"). The Company's foreign sales
and activities are not significant.

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. The Company's fiscal
year ends on April 30, and all references in this Item 2 to the third quarter or
first nine  months of 2006 and 2005 mean the three or nine month  periods  ended
January 31, 2006 and January 31, 2005.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's  discussion  and  analysis of  financial  condition  and results of
operations  is based on the  accounting  policies used and disclosed in the 2005
consolidated  financial  statements and accompanying notes that were prepared in

                                       7
<PAGE>

accordance with accounting principles generally accepted in the United States of
America and included as part of the  Company's  annual  report on Form 10-K,  as
amended,  for the year  ended  April  30,  2005  (the  "2005  Form  10-K").  The
preparation of those financial  statements required management to make estimates
and assumptions that affected the reported amounts of assets and liabilities and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting periods. Actual amounts or results could differ from those estimates.

The  significant  accounting  policies of the Company are described in Note 1 to
the 2005 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
the 2005 Form  10-K.  There  have been no  changes  in the  critical  accounting
policies. Information concerning the implementation and impact of new accounting
standards issued by the Financial  Accounting Standards Board is included in the
notes to the 2005 consolidated  financial statements.  The Company did not adopt
any  accounting  policy in the  first  nine  months  of  fiscal  2006 that had a
material impact on its financial condition, liquidity or results of operations.

RESULTS OF OPERATIONS

For the third quarter of fiscal 2006,  net income was  $5,241,000,  or $0.79 per
share,  compared to net income of $2,561,000,  or $0.39 per share,  in the third
quarter of the prior  fiscal  year.  Results for the third  quarter of 2006 were
entirely from continuing operations, while the prior year's results included net
income from  discontinued  operations of $50,000,  or $0.01 per share.  Revenues
were $35,589,000 in the third quarter this year versus  $31,486,000 in the third
quarter of fiscal 2005.

For the first nine months of fiscal 2006, net income was  $15,661,000,  or $2.36
per share,  compared to net income of  $10,782,000,  or $1.63 per share,  in the
same period last year. This consisted of net income from  continuing  operations
of $12,105,000,  or $1.83 per share, and net income from discontinued operations
of  $3,556,000,  or $0.53 per share,  in 2006 versus net income from  continuing
operations  of  $10,822,000,  or $1.64 per share,  and a loss from  discontinued
operations  of  $40,000,  or $0.01 per  share,  in the same  period  last  year.
Revenues were $100,450,000 in the first nine months this year versus $98,354,000
in the same period of fiscal 2005.

Net  income  from  discontinued  operations  in the  first  nine  months of 2006
reflects the gain from the disposition of the primary assets of the Company's El
Dorado,  New  Mexico  water  utility   subsidiary,   which  were  taken  through
condemnation   proceedings.   Financial   information  for  operations  of  this
subsidiary for periods prior to the disposal has been reclassified to conform to
this presentation.

Revenues from Kable's media services  operations  decreased from $24,126,000 and
$72,875,000  in the three and nine  month  periods  ended  January  31,  2005 to
$22,449,000  and  $67,299,000  in the same  periods of the current  year.  These
revenue  declines  were  primarily  due to  decreases  in  Fulfillment  Services
revenues of $1,819,000  (9%) and  $6,197,000  (10%) for the three and nine month
periods  ended  January 31, 2006  compared  to the same  periods  last year as a
result  of  the  continuing  effect  of  customer  losses  at  Kable's  Colorado
fulfillment  services  business that occurred in earlier periods.  These revenue
declines in the Fulfillment Services segment were offset in part by increases in
Newsstand  Distribution  Services revenues of $142,000 (5%) and $621,000 (7%) in
the same  three  and nine  month  periods  ended  January  31,  2006,  with such
increases  being  primarily  due to  additional  revenues  associated  with  the
acquisition of distribution contracts in the third quarter of fiscal 2005. Media
services operating expenses decreased by $1,441,000 (7%) and $3,709,000 (6%) for
the third  quarter and first nine months of 2006 compared to the same periods of
2005,  primarily as a result of decreased  expenses in the Fulfillment  Services
business of $994,000 (6%) and $3,853,000 (7%) in these periods.  These decreased
expenses mostly resulted from reductions in variable expenses, primarily payroll
and benefits.  Operating  costs for Newsstand  Distribution  Services  decreased
$447,000 (17%) in the third quarter of 2006 compared to the same period last

                                       8
<PAGE>

year, principally as a result of certain  marketing  costs incurred in the prior
year  which  did not occur in 2006,  but  increased  $144,000  (2%) for the nine
months ended January 31, 2006 compared to the same period in 2005 because of the
additional  costs of  amortization  of the  purchase  price of the  distribution
contracts acquired in the third quarter of the prior year.

Revenues from land sales at the Company's AMREP Southwest  subsidiary  increased
from  $6,996,000  and  $24,482,000  in the three and nine  month  periods  ended
January 31,  2005 to  $12,621,000  and  $31,680,000  in the same  periods of the
current  year.  This  improvement  was the  result  of  increased  sales of both
developed and  undeveloped  residential  lots and  commercial  properties in the
Company's principal market of Rio Rancho, New Mexico in fiscal 2006, due in part
to increased  available  developed lot inventory in residential areas as well as
the continuing  strength of the Rio Rancho real estate market.  The gross profit
on land sales was 48% for each of the three month periods ended January 31, 2006
and 2005,  but  decreased  from 55% for the nine month period ended  January 31,
2005 to 47% for the nine month  period  ended  January 31, 2006 because a higher
proportion of developed  lots,  which  generally have lower gross profit margins
than  undeveloped  lots,  were  sold in the  current  year.  As a result  of the
increased  land sales in the current year,  the gross profit  contribution  from
real  estate  operations  improved  significantly  in the three  and nine  month
periods ended January 31, 2006 compared to the prior year.  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  increased  from $208,000 in the
third  quarter of 2005 to $480,000 in the third quarter of the current year as a
result of the increased land sales, representing  approximately 3.0% and 3.8% of
related  land sale  revenues  in each  period.  For the first nine months of the
year,  these costs  decreased  from  $1,246,000  in 2005 to  $1,058,000 in 2006,
representing  approximately 5.1% and 3.3% of the related land sale revenues; the
higher rate in 2005 was primarily due to legal and other closing costs  incurred
in the first  quarter  of that year  associated  with  condemnation  proceedings
related to the Company's  last parcel of land in Florida.  Such costs  generally
vary  depending  upon the terms of specific sale  transactions.  Real estate and
corporate general and  administrative  expenses  increased by $191,000 (23%) and
$576,000  (22%) in the third  quarter and first nine months of the current  year
versus the same  periods  last year as a result of an increase in the  Company's
stock price which is used to value the portion of directors'  compensation  paid
in stock,  the addition of a corporate  general  counsel and the presence in the
prior year of a sublease on corporate office space which offset a portion of the
Company's  rental expense.  General and  administrative  costs of media services
operations  decreased by $78,000 (4%) in the third  quarter of 2006  compared to
the prior year period as a result of various cost reductions in both Fulfillment
Services  and  Newsstand  Distribution  Services,  but for the nine months ended
January  31,  2006  increased  by  $152,000  (3%)  over the same  period of 2005
primarily due to an increase in health care costs  resulting from adverse claims
experience.

The Company's  effective  tax rate from  continuing  operations  was 17% for the
third quarter of 2006  compared to 37% for the same period last year.  The lower
effective tax rate in this year's third quarter was primarily attributable to an
increase in the estimated benefit of a second quarter charitable contribution of
land by the real estate  business  based upon an  appraisal of the land that was
concluded  during the third  quarter.  The  effective  tax rate from  continuing
operations  for the nine month  periods ended January 31 was 26% in 2006 and 34%
in 2005.


LIQUIDITY AND CAPITAL RESOURCES

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

                                       9
<PAGE>

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

In April  2005,  various  of Kable's  subsidiaries  comprising  its  Fulfillment
Services and Newsstand  Distribution  Services  businesses entered into a credit
arrangement  with a bank that allows separate  revolving  credit  borrowings for
each  business  with  up to  $11,000,000  for  Fulfillment  Services  and  up to
$9,000,000  for  Newsstand   Distribution   Services  based  upon  a  prescribed
percentage  of the  borrower's  eligible  accounts  receivable,  as defined.  At
January  31,  2006,  the  borrowing  availability  of the  Fulfillment  Services
business was $11,000,000, against which $2,691,000 was outstanding with interest
at a rate of approximately 6.5%, and the borrowing availability of the Newsstand
Distribution  Services  business was  $9,000,000,  against which  $5,952,000 was
outstanding  with  interest  at a rate  of  approximately  6.3%.  An  additional
$3,000,000 is available under the credit arrangement for capital expenditures.

AMREP  Southwest  has a loan  agreement  with a bank  with a  maximum  borrowing
capacity of $10,000,000  that is used to support real estate  development in New
Mexico.  There were no balances  outstanding  under this  arrangement  at either
January 31, 2006 or April 30, 2005.

On December 7, 2005, the Board of Directors  declared a special cash dividend of
$3.50 per common share payable on January 9, 2006 to  shareholders  of record at
the close of  business  on  December  19,  2005.  The Board  indicated  that the
Company's  financial  condition,  substantial cash position and anticipated cash
flow,  particularly from its real estate operations,  in relation to its current
capital   requirements  were  major  factors  in  its  determination  to  reward
shareholders with this special cash dividend,  which followed a special dividend
of $0.55  declared on July 13, 2005,  and other  special  dividends of $0.40 and
$0.25 per share that were declared  following the close of AMREP's  fiscal years
ending  April 30, 2004 and 2003.  The Company  said that the Board 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
------------------------------------

Inventory amounted to $53,563,000 at January 31, 2006 compared to $52,906,000 at
April 30, 2005. Inventory in the Company's core real estate market of Rio Rancho
was  $47,103,000  at January 31, 2006 and  $46,674,000  at April 30,  2005.  The
balance of inventory consisted of property in Colorado.

Receivables from media services  operations  decreased from $51,348,000 at April
30, 2005 to  $50,579,000  at January 31,  2006,  primarily  due to the timing of
quarter-end billings and cash collections. Accounts payable and accrued expenses
decreased from  $50,720,000 at April 30, 2005 to $42,266,000 at January 31, 2006
because a  $7,000,000  deposit  received in fiscal 2005 in  connection  with the
condemnation of the Company's El Dorado, New Mexico water utility subsidiary and
reflected as a liability at April 30, 2005 was applied to the total  proceeds of
the transaction and recorded in the first quarter of fiscal 2006 upon receipt of
the final payment due.

Cash Flows From Investing Activities
------------------------------------

Capital  expenditures  amounted to $3,765,000  and  $4,041,000 in the first nine
months of 2006 and 2005,  and were  primarily  related to computer  hardware and
software  development for Kable's  Fulfillment  Services  business.  The Company
believes that it has adequate  cash and financing  capability to provide for its
anticipated future capital expenditures.

The  Company is  obligated  to make future  payments  under  various  contracts,
including its debt agreements and lease agreements, and it is subject to certain
other  commitments and  contingencies.  The table below  summarizes  significant
contractual  cash obligations as of January 31, 2006 for the items indicated (in
thousands):


                                       10
<PAGE>
<TABLE>
<S>                     <C>              <C>                <C>               <C>              <C>

     Contractual                          Less than           1 - 3             3 - 5           More than
     Obligations           Total            1 year            years             years            5 years
-------------------     ----------       -----------        ----------        ----------       ------------

Notes payable           $   11,664       $     1,738        $    1,283        $    8,643       $          -
Operating leases            19,130             4,708             4,753             3,305              6,364
                        ----------       -----------        ----------        ----------       ------------
Total                   $   30,794       $     6,446        $    6,036        $   11,948       $      6,364
                        ==========       ===========        ==========        ==========       ============
</TABLE>

Refer to Notes 8, 13 and 14 to the consolidated financial statements included in
the 2005 Form 10-K for additional  information on long-term debt and commitments
and contingencies.

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 2005 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 Company 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
-------   ----------------------------------------------------------

The Company has several  credit  facilities or loans that require the Company to
pay  interest  at a rate  that may  change  periodically.  These  variable  rate
obligations  expose the Company to the risk of increased interest expense in the
event  of  increases  in  short-term   interest  rates.  At  January  31,  2006,
approximately  $8,643,000  of the  total  debt of  $11,664,000  was  subject  to
variable interest rates.  Refer to Item 7(A) of the Company's 2005 Form 10-K for
additional information regarding quantitative and qualitative  disclosures about
market risk.

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

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   certifications
accompany  this  quarterly  report,  has  evaluated  the  effectiveness  of  the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934) as of the end of the period covered by this
report.  As a result of such  evaluation,  the chief financial  officer and such
other  executive  officers  have  concluded  that such  disclosure  controls and
procedures are effective to provide  reasonable  assurance that the  information
required to be disclosed in the reports the Company  files or submits  under the
Securities  Exchange  Act of 1934 is (i)  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's   rules  and  forms,  and  (ii)  accumulated  and  communicated  to
management,  including  the chief  financial  officer  and the  other  executive
officers whose certificates accompany this quarterly report, as appropriate,  to
allow timely decisions regarding disclosure. The Company believes that a control
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.


                                       11
<PAGE>


Changes in Internal Control over Financial Reporting

No change in the Company's system of internal  control over financial  reporting
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.




                           PART II. OTHER INFORMATION



Item 6.  Exhibits
-------  --------
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 pursuant to 18 U.S.C. Section 1350.





                                       12
<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.

Date:  March 10, 2006             AMREP CORPORATION
                                 (Registrant)

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



                                       13
<PAGE>



                                  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 pursuant to 18 U.S.C. Section 1350.


                                       14