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                July 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
                                                   -----------------------------

                                 Not Applicable
--------------------------------------------------------------------------------
(Former name,former address and former fiscal year,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.

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
July 31, 2006 - 6,645,112.

<PAGE>
                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----


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

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

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

         Consolidated Statements of Cash Flows (Unaudited)
           Three Months Ended July 31, 2006 and 2005                       3

         Notes to Consolidated Financial Statements                      4 - 6

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

PART II.  OTHER INFORMATION

Item 6. Exhibits                                                           12

SIGNATURE                                                                  12

EXHIBIT INDEX                                                              13





<PAGE>

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

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

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

                                                                                        July 31,              April 30,
                                                                                          2006                   2006
                                                                                   ------------------    -------------------

ASSETS:
Cash and cash equivalents                                                          $     95,181          $      46,882

Restricted cash                                                                           7,783                      -
Receivables, net:
  Real estate operations                                                                 10,097                 14,592
  Media services operations                                                              43,252                 37,140
                                                                                   ------------------    -------------------
                                                                                         53,349                 51,732

Real estate inventory                                                                    42,098                 47,533
Investment assets - net                                                                   9,634                 11,586
Property, plant and equipment, net                                                       10,401                 10,879
Other assets, net                                                                        16,057                 15,238
Goodwill                                                                                  5,191                  5,191
                                                                                   ------------------    -------------------
     TOTAL ASSETS                                                                  $    239,694          $     189,041
                                                                                   ==================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable and accrued expenses                                              $     70,916          $      39,382
Deferred revenue                                                                          7,928                  7,741
Dividends payable                                                                         5,648                      -
Notes payable:
  Amounts due within one year                                                             1,653                  1,673
  Amounts subsequently due                                                                2,744                  4,343
                                                                                   ------------------    -------------------
                                                                                          4,397                  6,016

Taxes payable                                                                             7,517                  4,548
Deferred income taxes                                                                    10,865                  9,150
Accrued pension cost                                                                      3,284                  3,234
                                                                                   ------------------    -------------------
    TOTAL LIABILITIES                                                                   110,555                 70,071
                                                                                   ------------------    -------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
  Shares authorized - 20,000,000; 7,418,704 shares issued
  at July 31, 2006 and 7,417,204 at April 30, 2006                                          741                    741
Capital contributed in excess of par value                                               45,785                 45,772
Retained earnings                                                                        92,031                 81,875
Accumulated other comprehensive loss, net                                                (4,072)                (4,072)
Treasury stock, at cost; 773,592 shares at July 31, 2006
  and at April 30, 2006                                                                  (5,346)                (5,346)
                                                                                   ------------------    -------------------
     TOTAL SHAREHOLDERS' EQUITY                                                         129,139                118,970
                                                                                   ------------------    -------------------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                    $    239,694          $     189,041
                                                                                   ==================    ===================

</TABLE>

                See notes to consolidated financial statements.

                                       1
<PAGE>
                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                    Three Months Ended July 31, 2006 and 2005
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                                <C>                    <C>


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

Real estate operations - land sales                                                $     32,490           $      7,409

Media services operations                                                                20,827                 22,155

Interest and other                                                                        4,952                    450
                                                                                   -----------------      -------------------
                                                                                         58,269                 30,014
                                                                                   -----------------      -------------------
COSTS AND EXPENSES:
Real estate cost of sales - land sales                                                   11,467                  4,763
Operating expenses:
   Media services operating expenses                                                     18,162                 18,505
   Real estate commissions and selling                                                      424                    266
   Other operations                                                                         327                    309

General and administrative:
   Media services operations                                                              1,730                  2,162
   Real estate operations and corporate                                                     982                  1,009
Interest expense                                                                             91                    140
                                                                                   -----------------      -------------------
                                                                                         33,183                 27,154
                                                                                   -----------------      -------------------
Income from continuing operations before income taxes                                    25,086                  2,860

PROVISION  FOR  INCOME TAXES FROM CONTINUING
  OPERATIONS                                                                              9,282                  1,058
                                                                                   -----------------      -------------------
INCOME FROM CONTINUING OPERATIONS                                                        15,804                  1,802

INCOME FROM OPERATIONS OF DISCONTINUED BUSINESS
  (NET OF INCOME TAXES)                                                                       -                  3,562
                                                                                   -----------------      -------------------
NET INCOME                                                                               15,804                  5,364
RETAINED EARNINGS, beginning of period                                                   81,875                 82,695
DIVIDEND PAYABLE                                                                         (5,648)                (3,644)
                                                                                   -----------------      -------------------
RETAINED EARNINGS, end of period                                                   $     92,031           $     84,415
                                                                                   =================      ===================

EARNINGS PER SHARE - BASIC AND DILUTED:
  CONTINUING OPERATIONS                                                            $       2.38           $       0.27
  DISCONTINUED OPERATIONS                                                                     -                   0.54
                                                                                   -----------------      -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                             $       2.38           $       0.81
                                                                                   =================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                      6,644                  6,626
                                                                                   =================      ===================

</TABLE>

                See notes to consolidated financial statements.

                                       2
<PAGE>
                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                    Three Months Ended July 31, 2006 and 2005
                                   (Thousands)
<TABLE>
<S>                                                                               <C>                    <C>

                                                                                        2006                    2005
                                                                                  -----------------      -------------------
     CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                                  $      15,804          $       5,364
                                                                                  -----------------      -------------------
      Adjustments to reconcile net income to net cash provided by
      operating activities:
       Depreciation and amortization                                                      1,447                  1,267
       Non-cash credits and charges:
         Pension expense accrual                                                             50                     51
         Provision for doubtful accounts                                                     74                     74
       Gain on disposition of assets                                                     (4,107)                (5,516)
       Changes in assets and liabilities:
         Receivables                                                                     (1,691)                 7,228
         Real estate inventory                                                            5,435                 (1,669)
         Other assets                                                                    (1,186)                (1,266)
         Accounts payable and accrued expenses                                           31,534                   (670)
         Deferred revenue                                                                   187                      -
         Taxes payable                                                                    2,969                   (649)
         Deferred income taxes                                                            1,715                  1,968
                                                                                  -----------------       -------------------
           Total adjustments                                                             36,427                    818
                                                                                  -----------------       -------------------
           Net cash provided by operating activities                                     52,231                  6,182
                                                                                  -----------------       -------------------
     CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures:
         Property, plant, and equipment                                                    (608)                  (740)
         Investment assets                                                                  (70)                    (3)
         Proceeds from disposition of assets                                              6,135                  4,047
         Restricted cash                                                                 (7,783)                     -
                                                                                  -----------------       -------------------
           Net cash provided (used) by investing activities                              (2,326)                 3,304
                                                                                  -----------------       -------------------
     CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from debt financing                                                        6,232                  4,822
      Principal debt payments                                                            (7,851)                (8,710)
      Exercise of stock options                                                              13                      -
                                                                                  -----------------       -------------------
           Net cash (used) by financing activities                                      (1,606)                (3,888)
                                                                                  -----------------       -------------------
           Increase in cash and cash equivalents                                          48,299                  5,598
      CASH AND CASH EQUIVALENTS, beginning of period                                     46,882                 37,743
                                                                                  -----------------       -------------------
      CASH AND CASH EQUIVALENTS, end of period                                    $      95,181           $     43,341
                                                                                  =================       ===================
     SUPPLEMENTAL CASH FLOW INFORMATION:
      Interest paid - net of amounts capitalized                                  $          91           $        186
                                                                                  =================       ===================
      Income taxes paid - net of refunds                                          $       4,598           $      1,831
                                                                                  =================       ===================
      Non-cash transaction - Dividend payable                                     $       5,648           $      3,644
                                                                                  =================       ===================


</TABLE>

                See notes to consolidated financial statements.


                                       3
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                    Three Months Ended July 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 for the year ended
April 30,  2006 that was  previously  filed  with the  Securities  and  Exchange
Commission.

(2)      Restricted Cash
         ---------------

Restricted  cash  consists  of  amounts  held in  escrow  that was  received  in
connection with (i) sales of  non-inventory  assets that are identified as "1031
Exchange  assets"  and which  amount  is  restricted  pending  the  purchase  or
identification  of replacement  assets  ($6,162,000) and (ii) certain land sales
accounted for under the  "percentage  of completion  method" and which amount is
restricted for the payment of land development work that the Company is required
to complete ($1,621,000).

(3)      Receivables
         -----------

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

                                              July 31,              April 30,
                                                2006                  2006
                                           ---------------      ----------------
Fulfillment Services                       $      20,201        $      20,266
Newsstand Distribution Services,
   net of estimated returns                       24,557               18,409
                                           ---------------      ----------------
                                           $      44,758        $      38,675

Allowance for doubtful accounts                   (1,506)              (1,535)
                                           ---------------      ----------------
                                           $      43,252        $      37,140
                                           ===============      ================


Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine  returns of $49,574,000  and $54,071,000 at July 31, 2006 and April 30,
2006. In addition, pursuant to an arrangement with one publisher customer of the
Newsstand Distribution Services segment under which the publisher has guaranteed
the Company's  credit risk with respect to the  collection  of related  accounts
receivable from  wholesalers to whom the Company has distributed the publisher's
magazines  by  allowing  an  offset  of past due or  uncollectible  amounts  (as
defined) from wholesalers against amounts due the publisher, the Company has the
ultimate right of offset, and has offset $26,283,000 and $20,368,000 of accounts
receivable  against the related  accounts payable at July 31, 2006 and April 30,
2006.



                                       4
<PAGE>


(4)        Property, plant and equipment
           -----------------------------

Property, plant and equipment, net consists of the following (in thousands):
                                             July 31,              April 30,
                                               2006                  2006
                                          ----------------      ----------------

Land, buildings and improvements          $        4,257        $       4,397
Furniture and equipment                           30,669               30,117
Other                                                 84                   96
                                          ----------------      ----------------
                                                  35,010               34,610
Less accumulated depreciation                    (24,609)             (23,731)
                                          ----------------      ----------------
                                          $       10,401        $      10,879
                                          ================      ================


(5)        Other Assets
           ------------

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

                                               July 31,             April 30,
                                                2006                  2006
                                          ----------------      ----------------
Software development costs                $        8,129        $       7,787
Deferred order entry costs                         3,850                3,872
Prepaid expenses                                   2,820                2,137
Other                                              4,032                3,841
                                          ----------------      ----------------
                                                  18,831               17,637
Less accumulated amortization                     (2,774)              (2,399)
                                          ----------------      ----------------
                                          $       16,057        $      15,238
                                          ================      ================


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.

(6)      Accounts Payable and Accrued Expenses
         -------------------------------------

Accounts payable and accrued expenses consist of the following (in thousands):

                                              July 31,              April 30,
                                               2006                   2006
                                          ----------------      ----------------
Publisher payables, net                   $       59,310        $      27,273
Accrued expenses                                   4,279                4,320
Trade payables                                     2,246                2,602
Other                                              5,081                5,187
                                          ----------------      ----------------
                                          $       70,916        $      39,382
                                          ================      ================


Publisher payables increased from April 30, 2006 to July 31, 2006 as a result of
additional  magazine  purchases  by the  Company  under  an  arrangement  with a
publisher  customer  of  the  Newsstand   Distribution  Services  business  that
commenced  in April  2006.  In  addition,  as  discussed  more  fully in note 3,

                                       5
<PAGE>

pursuant to this arrangement the Company has offset  $26,283,000 and $20,368,000
of accounts receivable against the related accounts payable at July 31, 2006 and
April 30, 2006.

(7)      Discontinued operations
         -----------------------

Net income from discontinued  operations in the three months ended July 31, 2005
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.

 (8)     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-month
periods ended July 31, 2006 and 2005.

<TABLE>

<S>                                  <C>             <C>            <C>             <C>           <C>
THREE MONTHS:                                                        Newsstand
                                      Real Estate    Fulfillment    Distribution
                                      Operations      Services        Services       Corporate    Consolidated
                                     --------------  -------------  -------------  -------------  ------------
July 2006 (Thousands):
  Revenues                           $    37,092      $  17,572     $    3,255     $     350      $    58,269
  Operating and G&A expenses              12,599         16,993          2,899           601           33,092
  Management fee (income)                    250            206             42          (498)               -
  Interest expense, net                        -            125            (34)            -               91
                                     --------------  -------------  -------------  -------------  ------------
  Pretax income contribution
    from continuing operations       $    24,243      $     248     $      348     $     247      $    25,086
                                     ==============  =============  =============  =============  ============
  Identifiable assets                $    82,140      $  43,437     $   57,557     $  51,369      $   234,503

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

July 2005 (Thousands):
  Revenues                           $     7,689      $  18,544     $    3,611     $     170      $    30,014
  Operating and G&A expenses               5,711         17,845          2,822           636           27,014
  Management fee (income)                    249            213             36          (498)               -
  Interest expense, net                        -            110             30             -              140
                                     --------------  -------------  -------------  -------------  ------------
  Pretax income contribution
    from continuing operations       $     1,729      $     376     $      723     $      32      $     2,860
                                     ==============  =============  =============  =============  ============
  Identifiable assets                $    76,510      $  43,189     $   32,036     $  32,559      $   184,294

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


</TABLE>

(9)        New and Emerging Accounting Standards
           -------------------------------------

The Financial Accounting Standards Board ("FASB") has issued FASB Interpretation
No. 48,  Accounting for Uncertainty in Income Taxes ("FIN 48"). FIN 48 clarifies
the  accounting  for  uncertainty  in income taxes  recognized  in the Company's
financial  statements in accordance with FASB Statement No. 109,  Accounting for
Income Taxes, and provides  guidance for recognizing and measuring tax positions
taken  or that  are  expected  to be  taken in a tax  return  that  directly  or
indirectly  affect  amounts  reported in the financial  statements.  FIN 48 also
provides  accounting  guidance for related  income tax effects of tax  positions
that do not meet the recognition threshold specified in this interpretation. FIN
48 is effective for fiscal years  beginning after December 15, 2006. The Company
is currently  evaluating  the  application  of FIN 48 to determine the potential
impact on its financial statements.




                                       6
<PAGE>


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 first quarter or
first three months of 2007 and 2006 mean the three month  periods ended July 31,
2006 and July 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 2006
consolidated  financial  statements and accompanying notes that were prepared in
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 for the
year ended  April 30,  2006 (the "2006 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 2006 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
the 2006 Form  10-K.  There  have been no  changes  in the  critical  accounting
policies.  Information  concerning  the  implementation  and the  impact  of new
accounting  standards  issued by the  Financial  Accounting  Standards  Board is
included in the notes to the 2006 consolidated financial statements. The Company
did not adopt any  accounting  policy in the first  three  months of fiscal 2007
that had a material impact on its financial  condition,  liquidity or results of
operations.

RESULTS OF OPERATIONS
---------------------

For the first quarter of fiscal 2007, net income was  $15,804,000,  or $2.38 per
share,  compared to net income of $5,364,000,  or $0.81 per share,  in the first
quarter of the prior  fiscal  year.  Results for the first  quarter of 2007 were
entirely from continuing operations,  while last year's results consisted of net
income from  continuing  operations of $1,802,000,  or $0.27 per share,  and net
income from discontinued operations of $3,562,000,  or $0.54 per share. Revenues
were $58,269,000 in the first quarter this year versus  $30,014,000 in the first
quarter of fiscal 2006.

Revenues  from  land  sales at AMREP  Southwest  were  $32,491,000  in the first
quarter of 2007  compared to  $7,409,000  in the same  quarter  last year.  This
substantial  revenue  increase  was  primarily  due to  increased  sales of both
developed and undeveloped lots in the Company's  principal market of Rio Rancho,

                                       7
<PAGE>

New Mexico,  where interest in the Company's  landholdings  did not appear to be
impacted by the slowdown in housing that has been  reported in many parts of the
country. Revenues from the sale of developed and undeveloped lots increased from
$6,150,000  and  $1,259,000  in the first  quarter  of 2006 to  $14,503,000  and
$14,694,000  in the same period of 2007. In addition,  revenues from the sale of
commercial and industrial  properties  were $3,293,000 in the first three months
of 2007 versus no sales of such  properties  in the first  quarter of 2006.  The
average gross profit  percentage on land sales  increased  from 36% in the first
quarter of 2006 to 65% in the same  period  this year,  primarily  reflecting  a
greater  proportion of sales of  undeveloped  lots in the first quarter of 2007.
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.

Interest and other revenues increased from $450,000 in the first quarter of 2006
to  $4,952,000  in the current year period as a result of the sale of certain of
AMREP  Southwest's  non-inventory  real estate  assets,  including the Company's
office building in Rio Rancho, which in the aggregate  contributed a pretax gain
of $4,107,000.

Revenues from Kable's Media Services operations decreased approximately 6%, from
$22,155,000  in the first quarter of 2006 to  $20,827,000  in the same period of
the current year.  This decrease was the combined  result of a $972,000  revenue
decline (5%) in the Fulfillment  Services segment and a $356,000 revenue decline
(10%) in the Newsstand Distribution Services segment. The revenue decline in the
Fulfillment Services segment was primarily due to  previously-reported  customer
losses at  Kable's  Colorado  fulfillment  operation  that  occurred  in earlier
periods but that still affected the  comparison  with last year's first quarter.
The revenue decrease in the Newsstand  Distribution Services segment reflected a
modest decrease in the distribution  sales volume from existing  customers and a
decrease  in the  average  commission  rate  earned by Kable,  partly  offset by
commissions  earned  under  a  distribution  arrangement  with  a new  publisher
customer that commenced in the fourth quarter of 2006. Media services  operating
expenses  decreased by $343,000  (2%) for the first  quarter of 2007 compared to
the same period of 2006,  primarily due to decreased expenses in the Fulfillment
Services  business of $497,000  (3%)  relating in part to reductions in variable
expenses,  including  payroll  and  benefits,  which  were  offset in part by an
increase in Newsstand  Distribution Services operating costs of $154,000 (7%) in
the same period because of additional  costs,  principally  payroll,  associated
with the new distribution arrangement referred to above.

Real Estate  commissions  and selling  expenses  increased  from $266,000 in the
first  quarter of 2006 to $424,000 in the first quarter of the current year as a
result of the increased land sales, representing  approximately 3.6% and 1.3% of
related land sale revenues in each period.  Such costs  generally vary depending
upon the terms of specific sale transactions. There was no significant variation
in the total of real estate and corporate  general and  administrative  expenses
between the first  quarters of 2006 and 2007,  while general and  administrative
costs of magazine operations decreased by $432,000 (20%) in the first quarter of
2007  compared  to the  prior  year  period  as a  result  of  cost  reductions,
principally in the Fulfillment Services segment.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

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

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

AMREP  Southwest  has a loan  agreement  with a bank  with a  maximum  borrowing
capacity of $10,000,000  that may be used to support real estate  development in
New Mexico.  The loan is unsecured  and bears  interest at the bank's prime rate

                                       8
<PAGE>

less 0.75% or, at the borrower's option, a LIBOR-based  interest rate plus 2.0%.
At July 31, 2006, there were no balances  outstanding  under this facility.  The
credit agreement contains certain covenants, the most significant of which limit
other borrowings and require the maintenance of a minimum tangible net worth (as
defined) and a certain level of unencumbered inventory.  This credit arrangement
expires in October 2008.

The companies within Kable's Media Services operations have a credit arrangement
with a bank that matures in 2010 and allows separate revolving credit borrowings
of up to $11,000,000 for Fulfillment Services and up to $9,000,000 for Newsstand
Distribution  Services,  in each case based upon a prescribed  percentage of the
borrower's   eligible  accounts   receivable.   Each  separate  credit  line  is
collateralized  by  substantially  all  of  the  borrower's  assets  (consisting
principally  of accounts  receivable  and  machinery  and  equipment)  and bears
interest at the bank's prime rate (8.25% at July 31, 2006) or, at the borrower's
option, a reserve adjusted overnight or 30-day LIBOR-based  interest rate (5.34%
at July 31, 2006) plus, in either case, a margin  established  quarterly of from
1.75% to 2.50%  depending  upon the borrower's  funded debt to EBITDA ratio,  as
defined.  The credit  arrangement  requires the  maintenance  or  achievement of
certain  financial ratios and contains  certain  financial  covenants,  the most
significant  of which limit the amount of dividends and other  payments that may
be made by the borrowers to their parent or other affiliates, as well as capital
expenditures   and  other   borrowings.   At  July  31,  2006,   the   borrowing
availabilities of the Fulfillment Services and Newsstand  Distribution  Services
businesses  were  $10,285,000  and  $9,000,000,  against  which no amounts  were
outstanding.

In May,  2006,  the Media Services  operations  credit  agreement was amended to
provide for an additional  $10,000,000 revolving facility to a subsidiary of the
Distribution  Services  business  on the  same  terms  (except  for  the  amount
borrowable and the use of proceeds) as the credit  arrangement  described  above
for that business. The proceeds of borrowings under this arrangement may be used
only to pay accounts  payable under a magazine  distribution  agreement with one
publisher customer. Subject to such maximum loan amount, up to 40% of the amount
of the borrower's accounts receivable from the distribution of magazines covered
by the distribution agreement with that customer may be borrowed.  There were no
outstanding borrowings under this arrangement at July 31, 2006.

In addition,  the Media Services  operations credit agreement  provides for term
loans  for  capital  expenditures  also  secured  by  substantially  all  of the
borrower's  assets.  At July 31, 2006,  $3,182,000 of term loans with a weighted
average  interest rate of 6.2% maturing in installments to 2010 were outstanding
and an additional $2,007,600 remained available for future borrowings.

On July 14,  2006,  the Board of Directors  declared a special cash  dividend of
$0.85 per common share payable on August 16, 2006 to  shareholders  of record at
the close of business  on July 31,  2006.  The Board has stated it may  consider
special  dividends from  time-to-time  in the future in light of conditions then
existing,  including earnings,  financial condition,  cash position, and capital
requirements and other needs.  Notwithstanding  such statement and the status of
such future conditions, no assurance is given that there will be any such future
dividends  declared  or that  future  dividend  declarations,  if  any,  will be
commensurate in amount or frequency with past dividends.

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

Receivables  from the Media Services  operations  increased from  $37,140,000 at
April 30, 2006 to $43,252,000  at July 31, 2006,  primarily due to the timing of
cash  collections  as well as an increase in gross billings in the first quarter
of 2007 compared to the fourth quarter of 2006.

Inventory  amounted to  $42,098,000  at July 31, 2006 compared to $47,533,000 at
April 30, 2006. Inventory in the Company's core real estate market of Rio Rancho
was  $35,475,000 at July 31, 2006 and $40,820,000 at April 30, 2006. The balance
of inventory consisted of property in Colorado.

                                       9
<PAGE>

Investment  assets,  net  decreased  from  $11,586,000  at  April  30,  2006  to
$9,634,000  at  July  31,  2006,  primarily  as the  result  of the  sale of the
Company's office building in Rio Rancho, New Mexico.

Deferred revenue relates to  consideration  received on certain real estate land
sales which are  accounted for under the  percentage  of  completion  method and
which will be recognized as revenue as the Company  completes  land  development
work for which it remains obligated.

Accounts  payable and accrued  expenses  increased from $39,382,000 at April 30,
2006 to  $70,916,000  at July 31, 2006 as a result of an increase in the amounts
due  publishers  under  a new  distribution  arrangement  with  a new  publisher
customer of the Newsstand Distribution Services business that commenced in April
2006. This increase in accounts  payable was offset by a corresponding  increase
in cash, since collections for the related magazine  distribution to wholesalers
under  this  arrangement  had  been  received  by the  Company  but had not been
remitted to the publisher customer at July 31, 2006. In addition,  the publisher
has guaranteed the Company's  ultimate credit risk resulting from the collection
of  related  accounts  receivable  from  wholesalers  to whom  the  Company  has
distributed  the  publisher's  magazines  by  allowing  an offset of past due or
uncollectable  amounts (as defined)  from  wholesalers  against  amounts due the
publisher. Pursuant to this arrangement, the Company has the right of offset and
has offset  $26,283,000  and  $20,368,000  of  accounts  receivable  against the
related accounts payable at July 31, 2006 and April 30, 2006.

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

Capital expenditures amounted to $678,000 and $743,000 in the first three months
of 2007 and 2006, and were primarily  related to computer  hardware and software
development  costs  related  to Kable's  Fulfillment  Services  business  and to
capital  additions to  investment  property.  The Company  believes  that it has
adequate cash and financing  capability  to provide for its  anticipated  future
capital expenditures.

Future Payments Under Contractual Obligations
---------------------------------------------

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 July 31, 2006 for the items  indicated (in
thousands):

<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           $    4,397       $     1,653        $    2,263        $      481       $        -
Operating leases            24,902             5,648             6,970             4,786            7,498
--------------          ----------       -----------        ----------        ----------       ------------
Total                   $   29,299       $     7,301        $    9,233        $    5,267       $    7,498
                        ==========       ===========        ==========        ==========       ============
</TABLE>

Risk Factors
------------

In  addition  to the other  information  set forth in this  report,  the factors
identified  in Part 1,  "Item 1A.  Risk  Factors"  in the 2006  Form 10-K  could
materially  affect the business,  financial  condition or future  results of the
Company. The risks described in the 2006 Form 10-K are not the only risks facing
the Company.  Additional risks and uncertainties not currently known or that are
deemed to be  immaterial  also may  materially  affect the  Company's  business,
financial condition or operating results.

                                       10
<PAGE>

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 2006 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 July 31, 2006, there were no
outstanding  borrowings  under these  variable rate  arrangements  so that, as a
result,  none of the Company's  total debt of $4,397,000 was subject to variable
interest  rates.  Refer  to Item  7(A)  of the  Company's  2006  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 the
Company's management,  including its principal executive and principal financial
officers,  or persons  performing similar  functions,  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.

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.











                                       11
<PAGE>



                           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.




                                    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:  September 14, 2006      AMREP CORPORATION
                               (Registrant)

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



                                       12
<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.




                                       13