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               October 31, 2009
                               -------------------------------------------------

                                       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.)

300 Alexander Park, Suite 204, 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 (the
"Exchange  Act") 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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted  and posted  pursuant to Rule 405 of Regulation  S-T  (paragraph
232.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the Registrant was required to submit and post such files).

                   Yes                                 No
                       ------                             ------

<PAGE>

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company. See
definitions  of "large  accelerated  filer",  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

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

Non-accelerated filer                         Smaller reporting company
                        ---                                             ---
(Do not check if a smaller reporting company)

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
November 30, 2009 - 5,996,212.
<PAGE>
                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----


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

          Consolidated Balance Sheets (Unaudited)
           October 31, 2009 and April 30, 2009                              1

          Consolidated Statements of Operations and Retained Earnings
          (Unaudited) Three Months Ended October 31, 2009 and 2008          2

          Consolidated Statements of Operations and Retained Earnings
          (Unaudited) Six Months Ended October 31, 2009 and 2008            3

          Consolidated Statements of Cash Flows
           (Unaudited) Six Months Ended October 31, 2009 and 2008           4

          Notes to Consolidated Financial Statements (Unaudited)            5

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                        12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        19

Item 4.  Controls and Procedures                                           19

PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders               19

Item 6.  Exhibits                                                          20

SIGNATURE                                                                  21

EXHIBIT INDEX                                                              22

<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>


                                                                                       October 31,            April 30,
                                                                                          2009                  2009
                                                                                   ------------------    ------------------

ASSETS:
Cash and cash equivalents                                                          $      33,381         $       29,018
Receivables, net:
  Real estate operations                                                                   1,311                  3,367
  Media services operations                                                               41,493                 34,614
                                                                                    ------------------    ------------------
                                                                                          42,804                 37,981

Income taxes receivable                                                                    3,560                  3,009
Real estate inventory                                                                     83,021                 81,561
Investment assets, net                                                                    12,483                 11,389
Property, plant and equipment, net                                                        32,186                 34,656
Intangible and other assets, net                                                          24,238                 26,145
Goodwill                                                                                   3,893                  3,893
                                                                                   ------------------    ------------------
  TOTAL ASSETS                                                                     $     235,566         $      227,652
                                                                                   ==================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable, net and accrued expenses                                         $      96,097         $       81,699
Notes payable:
  Amounts due within one year                                                             26,188                 25,770
  Amounts subsequently due                                                                 4,622                 12,166
                                                                                   ------------------    ------------------
                                                                                          30,810                 37,936

Deferred income taxes and other long-term liabilities                                      3,488                  1,071
Accrued pension cost                                                                      10,931                 10,665
                                                                                   ------------------    ------------------
  TOTAL LIABILITIES                                                                      141,326                131,371
                                                                                   ------------------    ------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
  Shares authorized - 20,000,000; 7,420,704 shares issued                                    742                    742
Capital contributed in excess of par value                                                46,100                 46,100
Retained earnings                                                                         82,901                 84,942
Accumulated other comprehensive loss, net                                                 (8,846)                (8,846)
Treasury stock, at cost; 1,424,492 shares                                                (26,657)               (26,657)
                                                                                   ------------------    ------------------
  TOTAL SHAREHOLDERS' EQUITY                                                              94,240                 96,281
                                                                                   ------------------    ------------------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $     235,566         $      227,652
                                                                                   ==================    ===================


                 See notes to consolidated financial statements.
</TABLE>

                                       1
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended October 31, 2009 and 2008
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2009                  2008
                                                                                   ------------------    ------------------
REVENUES:
Real estate land sales                                                             $       1,670         $        4,810
Media Services operations                                                                 30,625                 35,254
Interest and other                                                                            38                    226
                                                                                   ------------------    ------------------
                                                                                          32,333                 40,290
                                                                                   ------------------    ------------------
COSTS AND EXPENSES:
Real estate land sales                                                                     1,005                    154
Operating expenses:
  Media Services operations                                                               26,327                 30,289
  Real estate commissions and selling                                                         84                     91
  Restructuring and fire recovery costs                                                    1,087                    125
  Other                                                                                      912                    279
General and administrative:
  Media services operations                                                                2,867                  3,471
  Real estate operations and corporate                                                     1,033                    985
Interest expense, net of capitalized amounts                                                 407                    147
                                                                                   ------------------    ------------------
                                                                                          33,722                 35,541
                                                                                   ------------------    ------------------
INCOME (LOSS) BEFORE INCOME TAXES                                                         (1,389)                 4,749

PROVISION (BENEFIT) FOR INCOME TAXES                                                        (404)                 1,854
                                                                                   ------------------    ------------------
NET INCOME (LOSS)                                                                           (985)                 2,895

RETAINED EARNINGS, beginning of period                                                    83,886                128,479
                                                                                   ------------------    ------------------
RETAINED EARNINGS, end of period                                                   $      82,901         $      131,374
                                                                                   ==================    ===================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED                                      $       (0.16)        $         0.48
                                                                                   ==================    ===================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                       5,996                  5,996
                                                                                   ==================    ===================


                 See notes to consolidated financial statements.
</TABLE>

                                       2
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Six Months Ended October 31, 2009 and 2008
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2009                  2008
                                                                                   ------------------    ------------------
REVENUES:
Real estate land sales                                                             $       3,155         $        6,073
Media Services operations                                                                 61,393                 69,277
Interest and other                                                                           242                    510
                                                                                   ------------------    ------------------
                                                                                          64,790                 75,860
                                                                                   ------------------    ------------------
COSTS AND EXPENSES:
Cost of sales - real estate land sales                                                     1,647                    520
Operating expenses:
  Media Services operations                                                               54,273                 60,450
  Real estate commissions and selling                                                        165                    169
  Restructuring and fire recovery costs                                                    1,753                    712
  Other                                                                                    1,351                    534
General and administrative:
  Media services operations                                                                5,839                  6,280
  Real estate operations and corporate                                                     2,154                  2,075
Interest expense, net of capitalized amounts                                                 609                    259
                                                                                   ------------------    ------------------
                                                                                          67,791                 70,999
                                                                                   ------------------    ------------------
INCOME (LOSS) BEFORE INCOME TAXES                                                         (3,001)                 4,861

PROVISION (BENEFIT) FOR INCOME TAXES                                                        (960)                 1,895
                                                                                   ------------------    ------------------
NET INCOME (LOSS)                                                                         (2,041)                 2,966

RETAINED EARNINGS, beginning of period                                                    84,942                128,408
                                                                                   ------------------    ------------------
RETAINED EARNINGS, end of period                                                   $      82,901         $      131,374
                                                                                   ==================    ===================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED                                      $       (0.34)        $         0.49
                                                                                   ==================    ===================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                       5,996                  5,996
                                                                                   ==================    ===================


                 See notes to consolidated financial statements.
</TABLE>

                                       3
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 2009 and 2008
                                   (Thousands)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2009                  2008
                                                                                   ------------------    ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                 $      (2,041)        $        2,966
 Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:
  Depreciation and amortization                                                            5,041                  4,818
  Non-cash credits and charges:
    Pension accrual (benefit)                                                                266                    (97)
    Provision for doubtful accounts                                                          (18)                    51
 (Gain) loss on disposition of assets, net                                                    15                     (3)
 Changes in assets and liabilities:
    Receivables                                                                           (6,962)                 2,589
    Income taxes                                                                            (551)                (1,950)
    Real estate inventory and investment assets                                             (405)                (4,192)
    Intangible and other assets                                                              (26)                  (762)
    Accounts payable and accrued expenses                                                 14,398                (13,376)
    Deferred income taxes and other long-term liabilities                                  2,417                  2,159
                                                                                   ------------------    ------------------
      Total adjustments                                                                   14,175                (10,763)
                                                                                   ------------------    ------------------
      Net cash provided by (used in) operating activities                                 12,134                 (7,797)
                                                                                   ------------------    ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures - property, plant and equipment                                       (645)                  (660)
 Restricted cash                                                                               -                 (3,840)
                                                                                   ------------------    ------------------
      Net cash used in investing activities                                                 (645)                (4,500)
                                                                                   ------------------    ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Exercise of stock options                                                                     -                     15
 Proceeds from debt financing                                                             13,491                 37,997
 Principal debt payments                                                                 (20,617)               (28,459)
                                                                                   ------------------    ------------------
      Net cash provided by (used in) financing activities                                 (7,126)                 9,553
                                                                                   ------------------    ------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                           4,363                 (2,744)
CASH AND CASH EQUIVALENTS, beginning of period                                            29,018                 32,608
                                                                                   ------------------    ------------------

CASH AND CASH EQUIVALENTS, end of period                                           $      33,381         $       29,864
                                                                                   ==================    ===================

SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid - net of amounts capitalized                                        $         565         $          222
                                                                                   ==================    ===================
 Income taxes paid - net of refunds                                                $          72         $        1,590
                                                                                   ==================    ===================
 Non-cash transactions:
  Transfer to real estate inventory from receivables                               $       1,040         $        1,962
                                                                                   ==================    ===================
  Transfer to real estate investment assets from receivables                       $       1,117         $            -
                                                                                   ==================    ===================

                 See notes to consolidated financial statements.
</TABLE>

                                       4
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended October 31, 2009 and 2008

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

The accompanying  unaudited consolidated financial statements have been prepared
by AMREP Corporation (the  "Registrant" or the "Company")  pursuant to the rules
and  regulations of the Securities and Exchange  Commission  ("SEC") 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.   The   Company,   through  its
subsidiaries,  is primarily engaged in four business  segments:  the Real Estate
business  operated by AMREP Southwest Inc. and its  subsidiaries  (collectively,
"AMREP  Southwest")  and  the  Subscription   Fulfillment  Services,   Newsstand
Distribution  Services and Product  Fulfillment  Services businesses operated by
Kable Media Services, Inc. and its subsidiaries (collectively, "Kable" or "Media
Services").

In the opinion of management,  these unaudited consolidated financial statements
include all  adjustments,  which are of a normal  recurring  nature,  considered
necessary to reflect a fair  presentation of the results for the interim periods
presented.   The  results  of  operations  for  such  interim  periods  are  not
necessarily  indicative of what may occur in future  periods.  Unless  otherwise
qualified,  all references to 2010 and 2009 are to the fiscal years ending April
30, 2010 and 2009 and all  references to the second  quarter or first six months
of 2010 and 2009 mean the fiscal three and six month  periods  ended October 31,
2009 and 2008.

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,  2009,  which was filed with the SEC on July 14,  2009 (the "2009 Form
10-K").

New Accounting Pronouncements
-----------------------------

In June 2009, the Financial  Accounting Standards Board (the "FASB") issued SFAS
No. 168,  "The FASB  Accounting  Standards  Codification  and the  Hierarchy  of
Generally  Accepted  Accounting  Principles-a   Replacement  of  FASB  Statement
No. 162". SFAS No. 168 replaces SFAS No. 162 and establishes the FASB Accounting
Standards  Codification  (the  "ASC")  as the  single  source  of  authoritative
generally accepted accounting principles ("U.S. GAAP") recognized by the FASB to
be applied by nongovernmental  entities.  Rules and interpretive releases of the
SEC  under  authority  of the  federal  securities  laws  are  also  sources  of
authoritative  U.S. GAAP for SEC registrants.  The ASC, which modified structure
hierarchy and  referencing  of financial  standards,  is effective for financial
statements  issued for interim and annual  periods  ending  after  September 15,
2009.  The  ASC  supersedes  all  existing  non-SEC   accounting  and  reporting
standards.  All  other  non-grandfathered   non-SEC  accounting  literature  not
included  in the ASC has become  non-authoritative.  The ASC is not  intended to
change or alter U.S. GAAP and has not had an impact on the Company's  results of
operations or financial position.

Subsequent Events
-----------------

In  accordance  with ASC 855,  the Company has  evaluated  transactions  through
December 10, 2009 for  recognition as subsequent  events and has determined that
no additional  transactions  need to be disclosed or given recognition to in the
financial statements.




                                       5
<PAGE>


(2) Receivables, Net
    ----------------

Receivables, net consist of the following accounts receivable (in thousands):

                                             October 31,           April 30,
                                                2009                 2009
                                          -----------------    ----------------
Real estate operations:
  Mortgage notes and other receivables     $       1,348        $       3,457
  Less allowance for doubtful accounts               (37)                 (90)
                                          -----------------    ----------------
                                           $       1,311        $       3,367
                                          =================    ================
Media Services operations:
  Subscription Fulfillment Services        $      23,712        $      24,711
  Newsstand Distribution Services,
    net of estimated returns                      16,933                8,970
  Product Fulfillment Services and other           1,761                1,863
                                          -----------------    ----------------
                                                  42,406               35,544
  Less allowance for doubtful accounts              (913)                (930)
                                          -----------------    ----------------
                                           $      41,493        $      34,614
                                          =================    ================

Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine returns of $52,957,000 at October 31, 2009 and $55,212,000 at April 30,
2009. In addition, pursuant to an arrangement with one publisher customer of the
Newsstand  Distribution  Services  business,  the  publisher  bears the ultimate
credit risk of  non-collection  of amounts due from the  customers  to which the
Company distributed the publisher's  magazines under this arrangement.  Accounts
receivable  subject to this  arrangement  ($14,251,000  at October  31, 2009 and
$28,565,000 at April 30, 2009) were netted against the related  accounts payable
due the publisher on the accompanying consolidated balance sheets.

(3) Investment Assets, Net
    ----------------------

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

                                              October 31,           April 30,
                                                 2009                 2009
                                          -----------------    -----------------
Land held for long-term investment         $      11,982        $     10,879
                                          -----------------    -----------------

Other                                                794                 794
Less accumulated depreciation                       (284)               (293)
                                          -----------------    -----------------
                                                     501                 510
                                          -----------------    -----------------
                                           $      12,483        $     11,389
                                          ================     =================

Land held for long-term investment represents property located in areas that are
not planned to be  developed  in the near term and thus has not been offered for
sale.




                                       6
<PAGE>


(4) Property, Plant and Equipment, Net
    ----------------------------------

Property, plant and equipment, net consist of the following (in thousands):

                                             October 31,            April 30,
                                                2009                  2009
                                          -----------------     ----------------
Land, buildings and improvements           $     27,877          $     27,397
Furniture, equipment and other                   41,762                41,950
                                          -----------------     ----------------
                                                 69,639                69,347
Less accumulated depreciation                   (37,453)              (34,691)
                                          -----------------     ----------------
                                           $     32,186          $     34,656
                                          =================     ================


(5) Intangible and Other Assets, Net
    --------------------------------

Intangible and other assets, net consist of the following (in thousands):
<TABLE>
<S>                                        <C>                                       <C>


                                                    October 31, 2009                            April 30, 2009
                                          --------------------------------------     --------------------------------------
                                              Cost               Accumulated             Cost               Accumulated
                                                                Amortization                               Amortization
                                          --------------      ------------------     --------------      ------------------

Software development costs                 $   10,056          $        7,284         $    10,056         $       6,156
Deferred order entry costs                      3,671                       -               4,835                     -
Prepaid expenses                                4,879                       -               3,681                     -
Customer contracts and relationships           15,000                   3,487              15,000                 2,863
Other                                           2,750                   1,347               2,775                 1,183
                                          --------------      ------------------     --------------      ------------------
                                           $   36,356          $       12,118         $    36,347         $      10,202
                                          ==============      ==================     ==============      ==================
</TABLE>

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 database
files  and are  charged  directly  to  operations  over a  twelve-month  period.
Customer contracts and relationships are amortized over twelve years.

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

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

                                               October 31,           April 30,
                                                  2009                 2009
                                           -----------------    ----------------
Publisher payables, net                      $    79,505           $    63,074
Accrued expenses                                   4,495                 4,473
Trade payables                                     3,434                 3,772
Other                                              8,663                10,380
                                           -----------------    ----------------
                                             $    96,097           $    81,699
                                           =================    ================


Pursuant  to  an  arrangement  with  a  publisher   customer  of  the  Newsstand
Distribution   Services  business,   the  Company  has  netted  $14,251,000  and
$28,565,000  of accounts  receivable  against the  related  accounts  payable at
October 31, 2009 and April 30, 2009 (see Note 2).

                                       7
<PAGE>

(7) Notes Payable
    -------------

Notes payable consist of the following (in thousands):

                                               October 31,          April 30,
                                                  2009                 2009
                                           -----------------    ----------------
Notes payable:
 Line-of-credit borrowings:
   Real estate operations and other         $     24,000          $     24,000
   Media services operations                       1,908                 8,866
 Other notes payable                               4,902                 5,070
                                           -----------------    ----------------
                                            $     30,810          $     37,936
                                           =================    ================

AMREP Southwest has a revolving  credit  facility,  originally for  $25,000,000,
with a bank that was  scheduled  to expire in September  2009.  The facility has
been  extended to  December  17,  2009 on certain  revised  terms to provide the
parties with  additional time to attempt to negotiate the terms of a replacement
facility. The significant terms of the original facility are described in Note 8
of the Notes to the Company's  consolidated financial statements included in the
2009 Form 10-K.  The changes to the terms that were effected in connection  with
the  extension  are that (i) the  outstanding  amount under the facility may not
exceed $24,000,000 (which is its present outstanding principal amount), (ii) the
interest rate per annum on borrowings  was increased to LIBOR plus 3.5%, but not
less than 5%, (iii) the facility has been collateralized by mortgages on certain
real property of AMREP  Southwest  with an appraised  value of not less than 2.5
times the outstanding  amount under the facility,  and (iv) distributions to the
Company  have been  limited to payment of  management  fees of up to $87,500 per
month.

On December 9, 2009, the lender issued a commitment letter for a credit facility
to replace the existing  facility.  The  replacement  facility is a  $22,500,000
non-revolving  loan maturing in 364 days under which (i) certain  defined excess
cash generated by the operations of AMREP Southwest is required to be applied to
pay down the loan balance, (ii) a cash reserve,  originally $1,100,000,  to fund
interest is to be  established,  and (iii) the Company is required to contribute
$2,500,000  to the  capital  of  AMREP  Southwest  to be  used to pay  down  the
presently  outstanding loan balance to $22,500,000 and to substantially fund the
initial  interest  reserve.  The  terms of the  replacement  facility  are to be
otherwise  not  materially  different  from those of the  expiring  facility  as
changed in connection with the extension.

There can be no assurance that AMREP Southwest will be able to obtain  financing
for its operating  needs or for its  anticipated  future  capital  expenditures.
AMREP Southwest is considering the terms of the replacement facility proposed in
the lender's commitment letter and no replacement loan agreement has as yet been
entered  into.  The lender has not extended  the  maturity  date of the existing
facility  and if it does not do so, but demands  repayment  of amounts due under
that facility,  AMREP Southwest would not have sufficient  funds to satisfy such
demand.

During  July 2009,  Kable and  certain of its direct and  indirect  subsidiaries
entered into an Amended and Restated  Loan and  Security  Agreement  (the "Media
Credit  Agreement")  with a bank that  further  amended and  restated an earlier
agreement with the bank's predecessor.  The Media Credit Agreement provides for:
(i) a revolving  credit loan and letter of credit  facility of up to $20,000,000
("Facility  A") that may be used for general  business  purposes,  including the
payment of expenses and other costs associated with the consolidation of Kable's
Subscription  Fulfillment  Services  business  in  Florida;  and  (ii) a  second
revolving  credit loan facility of up to $5,000,000  ("Facility  D") that may be
used  exclusively  for the  payment of  accounts  payable  under a  distribution
agreement  with a customer of Kable's  Distribution  Services  business.  At the
borrowers'  option,  up to  $2,500,000  of the  bank's  lending  commitment  for


                                       8
<PAGE>

Facility D may be  transferred to Facility A. At October 31, 2009, no Facility A
or D loans  were  outstanding.  Term  borrowings  for  capital  expenditures  of
approximately  $1,908,000 ("Facilities B and C") were outstanding at October 31,
2009,  bearing  interest  from 4.79% to 6.40% per annum and are  included in the
borrowings  under the Media Credit  Agreement in addition to Facilities A and D.
The revolving  credits mature on May 1, 2010 and the term  borrowings are due in
installments through that date. The borrowers' obligations are collateralized by
substantially  all of their  assets  other than (i) real  property  and (ii) any
borrower's  interest  in the  capital  securities  of any other  borrower or any
subsidiary of any borrower.

The  revolving  loans  under the Media  Credit  Agreement  bear  interest at the
borrowers'  option at fluctuating  rates that are either (i) a LIBOR-based  rate
(0.243% at October 31, 2009) plus 3.25%, or (ii) the bank's prime rate (3.25% at
October 31, 2009) plus 1.75%.  The  agreement  also  requires  the  borrowers to
maintain  certain  financial  ratios and contains other customary  covenants and
restrictions,  the most  significant of which limit the ability of the borrowers
to declare or pay dividends or make other  distributions  to the Company,  limit
the annual  amount  that may be  incurred  for  capital  expenditures  and other
purposes and impose certain minimum EBITDA requirements on the borrowers.

(8) Taxes
    -----

Unrecognized  tax benefits  were  $1,585,000 at  October 31,  2009 and April 30,
2009.  As a result of either the  expiration of statutes of  limitations  or the
recognition and measurement  considerations  under ASC 740-10 (formerly FIN 48),
the  Company  believes  that  it is  reasonably  possible  that  the  amount  of
unrecognized tax benefits will decrease within the next twelve months.

(9) Fair Value Measurements
    -----------------------

ASC 820 provides a common  definition  for fair value to be applied to U.S. GAAP
requiring use of fair value,  establishes a framework for measuring  fair value,
and expands disclosure about such fair value measurements,  and is effective for
financial  assets and financial  liabilities  for fiscal years  beginning  after
November 15,  2007.  The adoption of ASC 820 for financial  assets and financial
liabilities,  effective  May 1,  2008,  did not have an impact on the  Company's
consolidated financial position or results of operations.

The estimated fair value of financial  instruments is determined by reference to
various market data and other valuation techniques as appropriate.  The carrying
amounts of cash and cash equivalents, media services trade receivables and trade
payables approximate fair value because of the short maturity of these financial
instruments.  Debt that bears variable  interest rates indexed to prime or LIBOR
also  approximates  fair value as it reprices when market interest rates change.
The estimated fair value of the Company's  fixed-rate  mortgage  receivables was
$1,150,000 and $2,914,000  versus carrying  amounts of $1,158,000 and $3,176,000
at  October  31,  2009 and April  30,  2009.  The  estimated  fair  value of the
Company's fixed-rate notes payable was $7,342,000 and $8,524,000 versus carrying
amounts of $6,810,000 and $7,869,000 at October 31, 2009 and April 30, 2009.

(10) Restructuring and Fire Recovery Costs
     -------------------------------------

In 2009,  the  Company  announced  a project  to  consolidate  its  Subscription
Fulfillment  Services  business  operations  from three  locations  in Colorado,
Florida and Illinois into one existing location at Palm Coast, Florida, which is
expected to streamline  operations,  improve  service to clients and create cost
efficiencies  through  reduced  overhead costs and the  elimination of operating
redundancies.  This  project,  which is now well underway and is scheduled to be
substantially  complete by October  31,  2010,  is  expected to require  capital


                                       9
<PAGE>

expenditures  of  approximately   $12,000,000  and  may  involve   approximately
$7,000,000 of non-recurring  cash costs for severance,  training and transition,
facility closings and equipment relocation.  As of October 31, 2009, the Company
has cumulatively incurred approximately  $4,400,000 for capital expenditures and
$4,150,000 of non-recurring cash costs related to the consolidation project. The
State of Florida  and the City of Palm Coast have  agreed to provide  incentives
for the project,  including  cash and employee  training  grants and tax relief,
which are largely  contingent  on existing job  retention,  new job creation and
capital investment. The Company recognized $21,000 and $81,000 of income for the
second  quarter and first six months of 2010 for certain  incentives  related to
the  consolidation  project,  which are netted  against  restructuring  costs of
$1,085,000 and $1,973,000 for the same periods,  principally for severance. As a
result,  the  Company  reported  net charges to  operations  of  $1,064,000  and
$1,892,000 related to the consolidation project for the second quarter and first
six months of 2010  compared to net charges of $75,000 and $573,000 for the same
periods in 2009,  principally for severance and consulting costs.  There were no
incentives  recognized  in first  six  months of 2009.  The items of income  for
incentives  and costs  related to the  consolidation  project  are  included  in
Restructuring and fire recovery costs in the Company's  consolidated  statements
of operations and retained earnings.

In December 2007, a warehouse leased by a Kable  subsidiary in Oregon,  Illinois
and its  contents  were  totally  destroyed  by  fire.  The  warehouse  was used
principally to store back issues of magazines published by certain customers for
whom the Company filled back-issue  orders as part of its services.  The Company
was  required  to  provide  insurance  for that  property  of  certain  of those
customers.  Through October 31, 2009, the Company's  insurance  carrier had paid
approximately  $268,000 to customers for lost  materials.  The Company  believes
that the  resolution of other pending or unasserted  claims related to materials
of certain publishers for whom it was required to provide insurance after taking
into account the proceeds from its property  insurance  claims,  will not have a
material effect on its consolidated financial position, results of operations or
cash flows.

The Company has filed various claims with its insurance  provider related to the
fire.  As of November  30,  2009,  the Company  had been  reimbursed  a total of
approximately  $1,068,000  for  assets  lost  in the  fire,  other  expenses  of
relocation and professional  fees.  During 2010, the Company recorded charges to
operations  totaling  approximately  $23,000  for the second  quarter  and, as a
result of reimbursements  received during the six months ended October 31, 2009,
the Company  reported a net gain of $139,000 related to fire recovery costs. For
the same  periods in 2009,  the  Company  recorded  net  charges of $50,000  and
$139,000.  The items of income and expense related to insurance proceeds and the
fire recovery costs are included in Restructuring and fire recovery costs in the
Company's consolidated statements of operations and retained earnings.

In addition,  the Company recorded other income for business interruption claims
resulting from the fire that totaled  $31,000 for the second quarter of 2010 and
$173,000 for the first  quarter of 2009.  These  income  amounts are included in
Media Services  operations revenue in the Company's  consolidated  statements of
operations and retained earnings.

(11) Information About the Company's Operations in Different Industry Segments
     -------------------------------------------------------------------------

As a result of the purchase of assets of certain  businesses  in November  2008,
the Company reclassified certain revenues, expenses and capital expenditures for
2009  previously  reported  as part  of its  Subscription  Fulfillment  Services
segment and has reported them with revenues,  expenses and capital  expenditures
of those businesses since the date of purchase as a separate  segment,  "Product
Fulfillment  Services and Other". The following tables set forth summarized data
relative to the  industry  segments in which the Company  operated for the three
and six month periods ended October 31, 2009 and 2008 (in thousands):



                                       10
<PAGE>


<TABLE>
<S>                                          <C>            <C>            <C>                <C>           <C>        <C>
                                                                                               Product
                                                            Subscription     Newsstand       Fulfillment
                                             Real Estate     Fulfillment    Distribution    Services and
                                              Operations      Services        Services           Other          Other  Consolidated
                                            ----------------------------------------------------------------------------------------
Three months ended October 31, 2009:
Revenues                                      $    1,765     $   24,230     $    3,595       $     2,799     $    (56)   $  32,333

Net income (loss)                                   (716)        (1,261)           615                86          291         (985)
Provision (benefit) for income taxes                (330)          (657)           392                53          138         (404)
Interest expense (income), net (a)                   207            691           (332)               25         (184)         407
Depreciation and amortization                         26          2,225            149                56           38        2,494
                                             ---------------------------------------------------------------------------------------
EBITDA (b)                                    $     (813)    $      998     $      824       $       220     $    283    $   1,512
                                             ---------------------------------------------------------------------------------------

Capital expenditures                          $        -     $      130     $        -       $         -     $      -          130

------------------------------------------------------------------------------------------------------------------------------------
Three months ended October 31, 2008:
Revenues                                      $    5,001     $   31,334     $    3,096       $       824     $     35    $  40,290

Net income (loss)                                  2,361            (53)           210                30          347        2,895
Provision (benefit) for income taxes               1,534            (31)           195                18          138        1,854
Interest expense (income), net (a)                     -            849           (312)                -         (390)         147
Depreciation and amortization                         11          2,250            145                 9            -        2,415
                                             ---------------------------------------------------------------------------------------
EBITDA (b)                                    $    3,906     $    3,015     $      238       $        57     $     95    $   7,311
                                             ---------------------------------------------------------------------------------------

Capital expenditures                          $        7     $      463     $        5       $         -     $      -    $     475

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

                                                                                               Product
                                                            Subscription     Newsstand       Fulfillment
                                             Real Estate     Fulfillment    Distribution    Services and
                                              Operations      Services        Services           Other          Other  Consolidated
                                            ----------------------------------------------------------------------------------------
Six months ended October 31, 2009:
Revenues                                      $    3,511     $   49,357     $    6,800       $     5,235     $   (113)   $  64,790

Net income (loss)                                   (796)        (2,739)           875                90          529       (2,041)
Provision (benefit) for income taxes                (343)        (1,525)           583                55          270         (960)
Interest expense (income), net (a)                   249          1,249           (561)               41         (369)         609
Depreciation and amortization                         52          4,526            278               110           75        5,041
                                             ---------------------------------------------------------------------------------------
EBITDA (b)                                    $     (838)    $    1,511     $    1,175       $       296     $    505    $   2,649
                                             ---------------------------------------------------------------------------------------

Capital expenditures                          $        -     $      609     $       15       $        11     $     10    $     645

------------------------------------------------------------------------------------------------------------------------------------
Six months ended October 31, 2008:
Revenues                                      $    6,530     $    61,176    $    6,451       $     1,650     $     53    $  75,860

 Net income (loss)                                 2,460            (809)          580                86          649        2,966
 Provision (benefit) for income taxes              1,592            (475)          413                50          315        1,895
Interest expense (income), net (a)                     -           1,681          (618)                -         (804)         259
Depreciation and amortization                         20           4,492           285                18            3        4,818
                                             ---------------------------------------------------------------------------------------
EBITDA (b)                                    $    4,072     $     4,889    $      660       $       154     $    163    $   9,938
                                             ---------------------------------------------------------------------------------------

Capital expenditures                          $        8     $       641    $       10       $         -     $      1    $     660
</TABLE>

                                       11
<PAGE>

     (a)  Interest  expense,  net  includes  inter-segment  interest  income and
          expense that is eliminated in consolidation.
     (b)  The Company uses EBITDA  (which the Company  defines as income  before
          interest expense, net, income taxes and depreciation and amortization)
          in addition to net income (loss) as key measures of profit or loss for
          segment performance and evaluation purposes.

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

INTRODUCTION
------------

The Company,  through its  subsidiaries,  is primarily  engaged in four business
segments:  the Real Estate  business  operated by AMREP  Southwest  Inc. and its
subsidiaries (collectively,  "AMREP Southwest") and the Subscription Fulfillment
Services,  Newsstand  Distribution  Services  and Product  Fulfillment  Services
businesses  operated  by  Kable  Media  Services,   Inc.  and  its  subsidiaries
(collectively,  "Kable" or "Media  Services").  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
April 30, 2009 consolidated  financial statements and accompanying notes. Unless
otherwise  qualified,  all references in this Item 2 to 2010 and 2009 are to the
fiscal  years ending  April 30, 2010 and 2009 and all  references  to the second
quarter or first six months of 2010 and 2009 mean the fiscal three and six-month
periods ended October 31, 2009 and 2008.

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 2009
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,  2009 (the "2009 Form  10-K").  The  preparation  of those
consolidated  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 consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the  reporting  periods.  Actual  amounts or  results  could  differ  from those
estimates.

The critical  accounting  policies,  assumptions  and estimates are described in
Part II,  "Item 7.  Management's  Discussion and Analysis of Financial Condition
and Results of Operations, Critical Accounting Assumptions and Estimates" in the
Company's  2009 Form  10-K.  There  have  been no  changes  in these  accounting
policies.

The  significant  accounting  policies of the Company are described in Note 1 to
the 2009 consolidated  financial statements contained in the Company's 2009 Form
10-K.  Information  concerning  the Company's  implementation  and the impact of
recent accounting  standards issued by the Financial  Accounting Standards Board
is included in the notes to the 2009 consolidated  financial statements and also
in Note 1 to the consolidated  financial  statements contained in this quarterly
report on Form 10-Q. The Company did not adopt any accounting  policy during the
first  six  months  of 2010  that  had a  material  impact  on its  consolidated
financial statements.

                                       12
<PAGE>

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

For the second quarter of 2010, the Company had a net loss of $985,000, or $0.16
per share,  compared to net income of  $2,895,000,  or $0.48 per share,  for the
second  quarter of 2009. For the first six months of 2010, the Company had a net
loss of $2,041,000, or $0.34 per share, compared to net income of $2,966,000, or
$0.49 per share,  for the same period of 2009.  Revenues  were  $32,333,000  and
$64,790,000  in the  second  quarter  and first six months of 2010  compared  to
$40,290,000 and $75,860,000 for the same periods last year.

Revenues from land sales at AMREP  Southwest were  $1,670,000 and $3,155,000 for
the three and six month  periods  ended  October 31, 2009 compared to $4,810,000
and  $6,073,000  for the same  periods of the prior  year.  These  decreases  in
revenues  in  2010   primarily   reflected  the  second  quarter  2009  sale  of
approximately  50 acres of undeveloped land for $3,849,000 to one purchaser with
no similar  sale in the first six months of 2010.  In Rio  Rancho,  the  Company
offers for sale both developed and  undeveloped  lots to national,  regional and
local home builders,  commercial and industrial  property developers and others.
For the second quarter and first six months of 2010 and 2009, the Company's land
sales in Rio Rancho were as follows:

<TABLE>
<S>                       <C>           <C>            <C>             <C>            <C>            <C>
                          --------------------------------------------------------------------------------------
                                       Fiscal 2010                                   Fiscal 2009
                          ---------------------------------------      -----------------------------------------
                                                       Revenues                                       Revenues
                           Acres        Revenues       Per Acre         Acres         Revenues        Per Acre
                            Sold        (in 000s)      (in 000s)         Sold         (in 000s)       (in 000s)
                         ----------    -----------    -----------      --------      ------------    -----------

Three months:
 Developed
   Residential               2.4        $   775        $   323            0.4         $      86       $    244
   Commercial                1.7            895            526              -                 -              -
                         ----------    -----------    -----------      --------      ------------    -----------
 Total Developed             4.1          1,670            407            0.4                86            244
 Undeveloped                   -              -              -           87.1             4,724             54
                         ----------    -----------    -----------      --------      ------------    -----------
   Total                     4.1        $ 1,670        $   407           87.5         $   4,810       $     55
                         ----------    -----------    -----------      --------      ------------    -----------

Six months:
 Developed
   Residential               5.2        $ 1,445        $   278            1.8         $     428       $    238
   Commercial                1.7            895            526            1.0               126            126
                         ----------    -----------    -----------      --------      ------------    -----------
 Total Developed             6.9          2,340            339            2.8               554            198
 Undeveloped                26.0            815             31          131.9             5,519             42
                         ----------    -----------    -----------      --------      ------------    -----------
   Total                    32.9        $ 3,155        $    96          134.7         $   6,073       $     45
                         ----------    -----------    -----------      --------      ------------    -----------
</TABLE>

The  average  selling  price of land sold by the Company in Rio Rancho in recent
years has  fluctuated,  as the Company offers for sale developed and undeveloped
land in Rio Rancho from a number of different  projects,  and selling prices may
vary from project to project and within  projects  depending  on  location,  the
stage of development  and other factors.  The revenue per acre of developed land
for the second  quarter of 2010 was higher  compared  to the same period in 2009
primarily resulting from the sales in 2010 of commercial acreage which generally
has a higher average selling price per acre compared to non-commercial  acreage.
The average gross profit percentage on land sales decreased from 97% and 91% for
the  second  quarter  and first  six  months of 2009 to 40% and 48% for the same
periods in 2010.  This decrease was primarily  attributable to a gross profit of
$3,825,000  (99%)  on the  previously  mentioned  second  quarter  2009  sale of
approximately 50 acres of undeveloped land. Revenues,  gross profits and related
gross profit  percentages from land sales can vary  significantly from period to
period as a result of many factors,  including the nature and timing of specific


                                       13
<PAGE>

transactions,  and prior results are not  necessarily a good  indication of what
may occur in future periods.

Revenues from Media Services  decreased from $35,254,000 and $69,277,000 for the
second quarter and first six months of 2009 to $30,625,000  and  $61,393,000 for
the same periods in 2010. Magazine  publishers,  who are the principal customers
of the  Company's  Media  Services  operations,  have  continued  to suffer from
reduced  advertising  revenues and lower subscription and newsstand sales during
2010, which has caused certain  publishers to close magazine titles or seek more
favorable terms from Kable or its  competitors,  all of which has led to reduced
business for the Company's Media Services operations. If these trends of reduced
advertising  revenues and lower  subscription and newsstand sales continue,  the
Company's Media Services operations may experience further declines in revenues,
which may contribute to reduced earnings.

Revenues from Kable's  Subscription  Fulfillment  Services operations  decreased
from  $31,334,000 and $61,176,000 for the second quarter and first six months of
2009 to $24,230,000  and  $49,357,000 for the same periods of 2010 primarily due
to the industry factors noted above, partly offset by revenues from new and some
existing  clients.   Revenues  from  Kable's  Newsstand   Distribution  Services
operations  increased from  $3,096,000 and $6,451,000 for the second quarter and
first six months of 2009 to $3,595,000  and  $6,800,000  for the same periods of
2010 as a result of changes in product mix and magazine  cover price  increases.
The net decrease in the combined revenues from Subscription Fulfillment Services
and Newsstand Distribution Services was partly offset by increased revenues from
Kable's Product Fulfillment Services and Other business segment, which increased
from $824,000 and $1,650,000 for the second quarter and first six months of 2009
to  $2,799,000  and  $5,235,000  for the same  periods in 2010,  reflecting  the
inclusion of the revenues of a product repackaging and fulfillment  business and
a temporary  staffing business which were acquired in the third quarter of 2009.
Kable's operating expenses decreased by $3,962,000 and $6,177,000 for the second
quarter  and first six  months of 2010  compared  to the same  periods  in 2009,
primarily  attributable  to lower  payroll and  benefits  costs and, to a lesser
extent,   efficiencies  related  to  the  ongoing  project  to  consolidate  the
Subscription  Fulfillment  Services  business from three  locations in Colorado,
Florida and Illinois into one existing location at Palm Coast, Florida.

In 2009,  the  Company  announced  a project  to  consolidate  its  Subscription
Fulfillment  Services  business  operations  from three  locations  in Colorado,
Florida and Illinois into one existing location at Palm Coast, Florida, which is
expected to streamline  operations,  improve  service to clients and create cost
efficiencies  through  reduced  overhead costs and the  elimination of operating
redundancies.  This  project,  which is now well underway and is scheduled to be
substantially  complete by October  31,  2010,  is  expected to require  capital
expenditures  of  approximately   $12,000,000  and  may  involve   approximately
$7,000,000 of non-recurring  cash costs for severance,  training and transition,
facility closings and equipment relocation.  As of October 31, 2009, the Company
has cumulatively incurred approximately  $4,400,000 for capital expenditures and
$4,150,000 of non-recurring cash costs related to the consolidation project. The
State of Florida  and the City of Palm Coast have  agreed to provide  incentives
for the project,  including  cash and employee  training  grants and tax relief,
which are largely  contingent  on existing job  retention,  new job creation and
capital investment. The Company recognized $21,000 and $81,000 of income for the
second  quarter and first six months of 2010 for certain  incentives  related to
the  consolidation  project,  which are netted  against  restructuring  costs of
$1,085,000 and $1,973,000 for the same periods,  principally for severance. As a
result,  the  Company  reported  net charges to  operations  of  $1,064,000  and
$1,892,000 related to the consolidation project for the second quarter and first
six months of 2010  compared to net charges of $75,000 and $573,000 for the same
periods in 2009,  principally for severance and consulting costs.  There were no
incentives  recognized  in first  six  months of 2009.  The items of income  for


                                       14
<PAGE>

incentives  and costs  related to the  consolidation  project  are  included  in
Restructuring and fire recovery costs in the Company's  consolidated  statements
of operations and retained earnings.

Interest and other  revenues were $38,000 and $242,000  second quarter and first
six months of 2010 compared to $226,000 and $510,000 for the same periods in the
prior year.  The decrease in the 2010 for both the second  quarter and first six
months was the result of reduced  interest  income due to lower cash balances to
invest.

Real estate  commissions  and selling  expenses for the second quarter and first
six months of 2010 were generally unchanged from the prior year periods, $84,000
and  $165,000  compared  to  $91,000  and  $169,000.  Other  operating  expenses
increased  $633,000 and $817,000 for the second  quarter and first six months of
2010  compared to the same periods in 2009  primarily due to an increase in real
estate taxes at AMREP Southwest resulting from an increase in both tax rates and
assessed  land  values.  Approximately  $315,000 of the  increase for the second
quarter and first six months of 2010 is  attributable to the period prior to the
beginning of the second quarter.  AMREP Southwest has filed an appeal related to
certain of the assessed land values that have contributed to the real estate tax
increase.

General and  administrative  expenses  of Media  Services  operations  decreased
$604,000  and  $441,000  in the  second  quarter  and first  six  months of 2010
compared to the same periods in 2009.  The  decrease in both the second  quarter
and first six  months  was the result of  efficiencies  related  to the  ongoing
project to consolidate the Subscription Fulfillment Services business from three
locations in Colorado,  Florida and Illinois into one existing  location at Palm
Coast, Florida.

Real  estate  operations  and  corporate  general  and  administrative   expense
increased $48,000 and $79,000 in the second quarter and first six months of 2010
compared to the same periods in 2009,  primarily related to depreciation expense
on a warehouse acquired in November 2008.

The  effective  rate of the  Company's  tax  benefit was 29.1% and 32.0% for the
second  quarter and first six months of 2010  compared to an  effective  rate of
39.0% for the tax provision in the same periods in 2009.  The effective  rate of
the tax  benefit  attributable  to the  pretax  losses in 2010 was less than the
statutory  rate  primarily due to the tax provision for state taxes and interest
accrued for uncertain tax positions in accordance with the Financial  Accounting
Standards Board Accounting Standards Codification 740-10, formerly FIN 48.

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.

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

Real  estate  receivables  decreased  from  $3,367,000  at  April  30,  2009  to
$1,311,000  at  October  31,  2009  primarily  reflecting  the net effect of the
reclassification  of  approximately  $1,040,000  to real  estate  inventory  and
$1,117,000 to investment  assets from mortgage notes  receivable  resulting from
the Company's  acceptance of deeds in lieu of foreclosure  related to delinquent
mortgage notes receivables. The Company believes that the acceptance of deeds in
lieu of foreclosure has not had an impact on the Company's results of operations
or financial position. Receivables from Media Services operations increased from
$34,614,000 at April 30, 2009 to $41,943,000 at October 31, 2009,  primarily due


                                       15
<PAGE>

to the effect of higher  quarter-end  billings at October  31, 2009  compared to
April 30, 2009.

Real  estate   inventory  was  $83,021,000  at  October  31,  2009  compared  to
$81,561,000  at April 30,  2009.  Inventory  in the  Company's  core real estate
market of Rio Rancho increased from $74,121,000 at April 30, 2009 to $75,524,000
at October 31, 2009. Both increases  primarily reflect the  reclassification  of
mortgage  notes  receivable to inventory  discussed  above.  The balance of real
estate inventory consisted of properties in Colorado.

Accounts  payable and accrued  expenses  increased from $81,699,000 at April 30,
2009 to  $96,097,000  at  October  31,  2009,  primarily  as a result of reduced
receivables  from customers for one publisher who bears the ultimate credit risk
of  non-collection  of  amounts  due from the  customers  to which  the  Company
distributed the  publisher's  magazines  under this  arrangement  where accounts
receivable  subject to this  arrangement are netted against the related accounts
payable due the publisher on the accompanying consolidated balance sheets.

Deferred income taxes and other long-term  liabilities increased from $1,071,000
at April 30, 2009 to  $3,488,000  at October 31, 2009,  primarily as a result of
Media Services having received a $3,000,000  award pursuant to an agreement with
the State of Florida as part of certain incentives made available to the Company
with the announced project to consolidate its magazine subscription,  membership
and direct mail fulfillment  locations into one location at Palm Coast,  Florida
(the "Award  Agreement").  The Award  Agreement  requires the Company to achieve
certain  objectives  in terms of existing  job  retention,  new job creation and
capital investment through December 31, 2011; however, if the objectives are not
met,  the Company may need to return a portion,  or all, of the  $3,000,000.  As
such,  the  $3,000,000  has been  recorded as a  liability  until the Company is
irrevocably  entitled to retain the award, at which time the Company will record
income to the extent  depreciation  is taken on assets  acquired  with the grant
monies received.

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

Capital  expenditures  totaled $645,000 and $660,000 for the first six months of
2010 and 2009,  primarily for expenditures  related to the  consolidation of the
Subscription  Fulfillment  Services operations in 2010 and for computer hardware
and software development  expenditures in 2009. The Company believes that it has
adequate cash and financing  capability  to provide for its  anticipated  future
capital expenditures.

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

AMREP Southwest has a revolving  credit  facility,  originally for  $25,000,000,
with a bank that was  scheduled  to expire in September  2009.  The facility has
been  extended to  December  17,  2009 on certain  revised  terms to provide the
parties with  additional time to attempt to negotiate the terms of a replacement
facility. The significant terms of the original facility are described in Note 8
of the Notes to the Company's  consolidated financial statements included in the
2009 Form 10-K.  The changes to the terms that were effected in connection  with
the  extension  are that (i) the  outstanding  amount under the facility may not
exceed $24,000,000 (which is its present outstanding principal amount), (ii) the
interest rate per annum on borrowings  was increased to LIBOR plus 3.5%, but not
less than 5%, (iii) the facility has been collateralized by mortgages on certain
real property of AMREP  Southwest  with an appraised  value of not less than 2.5
times the outstanding  amount under the facility,  and (iv) distributions to the
Company  have been  limited to payment of  management  fees of up to $87,500 per
month.

                                       16
<PAGE>

On December 9, 2009, the lender issued a commitment letter for a credit facility
to replace the existing  facility.  The  replacement  facility is a  $22,500,000
non-revolving  loan maturing in 364 days under which (i) certain  defined excess
cash generated by the operations of AMREP Southwest is required to be applied to
pay down the loan balance, (ii) a cash reserve,  originally $1,100,000,  to fund
interest is to be  established,  and (iii) the Company is required to contribute
$2,500,000  to the  capital  of  AMREP  Southwest  to be  used to pay  down  the
presently  outstanding loan balance to $22,500,000 and to substantially fund the
initial  interest  reserve.  The  terms of the  replacement  facility  are to be
otherwise not materialy different from those of the expiring facility as changed
in connection with the extension.

There can be no assurance that AMREP Southwest will be able to obtain  financing
for its operating  needs or for its  anticipated  future  capital  expenditures.
AMREP Southwest is considering the terms of the replacement facility proposed in
the lender's commitment letter and no replacement loan agreement has as yet been
entered  into.  The lender has not extended  the  maturity  date of the existing
facility  and if it does not do so, but demands  repayment  of amounts due under
that facility,  AMREP Southwest would not have sufficient  funds to satisfy such
demand.

During  July 2009,  Kable and  certain of its direct and  indirect  subsidiaries
entered into an Amended and Restated  Loan and  Security  Agreement  (the "Media
Credit  Agreement")  with a bank that  further  amended and  restated an earlier
agreement with the bank's predecessor.  The Media Credit Agreement provides for:
(i) a revolving  credit loan and letter of credit  facility of up to $20,000,000
("Facility  A") that may be used for general  business  purposes,  including the
payment of expenses and other costs associated with the consolidation of Kable's
Subscription  Fulfillment Services business in `used exclusively for the payment
of accounts  payable under a  distribution  agreement with a customer of Kable's
Distribution  Services  business.  At the borrowers' option, up to $2,500,000 of
the bank's  lending  commitment for Facility D may be transferred to Facility A.
At October 31, 2009, no Facility A or D loans were outstanding.  Term borrowings
for capital expenditures of approximately $1,908,000 ("Facilities B and C") were
outstanding at October 31, 2009,  bearing interest from 4.79% to 6.40% per annum
and are included in the borrowings  under the Media Credit Agreement in addition
to Facilities A and D. The revolving  credits mature on May 1, 2010 and the term
borrowings are due in installments through that date. The borrowers' obligations
are  collateralized  by  substantially  all of their  assets other than (i) real
property and (ii) any borrower's interest in the capital securities of any other
borrower or any subsidiary of any borrower.

The  revolving  loans  under the Media  Credit  Agreement  bear  interest at the
borrowers'  option at fluctuating  rates that are either (i) a LIBOR-based  rate
(0.243% at October 31, 2009) plus 3.25%, or (ii) the bank's prime rate (3.25% at
October 31, 2009) plus 1.75%.  The  agreement  also  requires  the  borrowers to
maintain  certain  financial  ratios and contains other customary  covenants and
restrictions,  the most  significant of which limit the ability of the borrowers
to declare or pay dividends or make other  distributions  to the Company,  limit
the annual  amount  that may be  incurred  for  capital  expenditures  and other
purposes and impose certain minimum EBITDA requirements on the borrowers.

At October 31, 2009, AMREP Southwest and Kable were in compliance with the terms
of their respective bank covenants.

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

The  Company is  obligated  to make future  payments  under  various  contracts,
including its debt  agreements and lease  agreements,  and is subject to certain


                                       17
<PAGE>

other  commitments and  contingencies.  The table below  summarizes  significant
contractual  obligations  as of October  31,  2009 for the items  indicated  (in
thousands):

<TABLE>
<S>                          <C>            <C>               <C>                <C>             <C>
                                               Less than          1 - 3             3 - 5           More than
Contractual Obligations         Total           1 year            years             years            5 years
-----------------------         -----          ---------          -----             -----           ---------

Notes payable                  $ 30,810         $ 26,188         $    249         $   225           $   4,148
Operating leases and other       11,236            3,600            6,251             935                 450
                             -----------    --------------    -------------     -------------    --------------
Total                          $ 42,046         $ 29,788         $  6,500         $ 1,160           $   4,598
                             ===========    ==============    =============     =============    ==============
</TABLE>

Operating  leases and other  includes  $2,372,000 of uncertain tax positions and
related accrued  interest  recorded in accordance with the Financial  Accounting
Standards  Board  Accounting  Standards  Codification  740-10.  The  decrease in
contractual obligations for operating leases and other from $23,344,000 at April
30, 2009 to  $11,236,000  at October 31, 2009 is  primarily  the result of Kable
exercising  an option to early  terminate  the lease for its  Colorado  location
effective  May 31,  2010 in  connection  with the  project  to  consolidate  its
subscription  fulfillment services business operations at a single location. The
decrease in notes  payable from April 30, 2009 was due to reduced  borrowings by
Kable. Refer to Notes 8, 12, 16 and 17 to the consolidated  financial statements
included in the 2009 Form 10-K for  additional  information  on long-term  debt,
taxes and commitments and contingencies.

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

In  addition  to the other  information  set forth in this  report,  the factors
discussed in Part I, "Item 1A. Risk Factors" in the 2009 Form 10-K,  which could
materially affect the Company's business, financial condition or future results,
should be carefully  considered.  The risks  described in the 2009 Form 10-K are
not the only risks facing the Company.  Additional risks and  uncertainties  not
currently  known to the Company or that  currently  are deemed to be  immaterial
also may materially adversely affect the Company's business, financial condition
or operating results.

Statement of Forward-Looking Information
----------------------------------------

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking  statements made by or on behalf of the Company.  The
Company  and its  representatives  may from  time to time make  written  or oral
statements that are  "forward-looking",  including  statements contained in this
report and other filings with the Securities and Exchange Commission, reports to
the  Company's  shareholders  and news  releases.  All  statements  that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition,  other  written or oral  statements,
which constitute forward-looking  statements, may be made by or on behalf of the
Company. Words such as "expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates",  "projects",  "forecasts",  "may", "should", variations of
such words and similar expressions are intended to identify such forward-looking
statements.  These  statements  are not  guarantees  of future  performance  and
involve certain risks,  uncertainties  and  contingencies  that are difficult to
predict.  These  risks and  uncertainties  include,  but are not limited to, the
risks described above under the heading "Risk Factors". Many of the factors that
will determine the Company's future results are beyond the ability of management
to control  or  predict.  Therefore,  actual  outcomes  and  results  may differ
materially  from  what  is  expressed  or  forecasted  in or  suggested  by such
forward-looking  statements.  The forward-looking  statements  contained in this
report include,  but are not limited to, statements  regarding the consolidation
project  of  the  Subscription  Fulfillment  Services  business  (including  the
Company's  estimated  related  capital   expenditures,   severance  charges  and
incentives  anticipated to be received from the State of Florida and the City of
Palm Coast),  future financing  requirements and the status of negotiations with


                                       18
<PAGE>

the Company's  existing real estate lender. The Company undertakes no obligation
to  revise  or  update  any  forward-looking  statements,  or to make any  other
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 two credit  facilities  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 October 31, 2009,  borrowings of $24,000,000
were  subject to variable  interest  rates.  Refer to Item 7(A) of the 2009 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.

                           PART II. OTHER INFORMATION

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

The 2009 Annual Meeting of Shareholders of the Company was held on September 16,
2009.  At the  meeting,  Edward B.  Cloues,  II and James  Wall were  re-elected
directors of the Company by the following votes:

                                                        For            Withheld
                                                        ---            --------
          Edward B. Cloues, II                       5,726,567          76,441
          James Wall                                 5,500,071         302,937

                                       19
<PAGE>

Item 6. Exhibits
------- --------

 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.



                                       20
<PAGE>


                                    SIGNATURE
                                    ---------

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

Date:  December 10, 2009      AMREP CORPORATION
                                 (Registrant)

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





                                       21
<PAGE>



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

Exhibit No.                             Description
-----------                             -----------
  31.1    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.
  31.2    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.
  31.3    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.
   32     Certification required pursuant to 18 U.S.C. Section 1350 - Filed
          herewith.











                                       22
<PAGE>