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, 2004
                               -------------------------------------------------
                                       OR

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

For the transition period from ______________________  to  _____________________

                          Commission File Number 1-4702

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

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


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


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

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

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

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

                              Yes                        No   X
                                 ------                    ------
Number of Shares of Common  Stock,  par value  $.10 per  share,  outstanding  at
October 31, 2004 - 6,618,112.

<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----



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

Item 1.  Financial Statements

         Consolidated Balance Sheets (Unaudited)
           October 31, 2004 and April 30, 2004                            1

         Consolidated Statements of Operations and Retained Earnings
           (Unaudited) Three Months Ended October 31, 2004 and 2003       2

         Consolidated Statements of Operations and Retained Earnings
           (Unaudited) Six Months Ended October 31, 2004 and 2003         3

         Consolidated Statements of Cash Flows (Unaudited)
           Six Months Ended October 31, 2004 and 2003                     4

         Notes to Consolidated Financial Statements                     5 - 6

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk       10

Item 4.  Controls and Procedures                                       10 - 11

PART II. OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds      12

Item 4.  Submission of Matters to a Vote of Security Holders              12

Item 6.  Exhibits                                                         12

SIGNATURE                                                                 13

EXHIBIT INDEX                                                             14



<PAGE>



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

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

                                             October 31,             April 30,
                                                 2004                   2004
                                       ------------------     ------------------

ASSETS
------
Cash and cash equivalents                   $  28,899              $  26,805
Receivables, net:
   Magazine operations                         51,676                 42,768
   Real estate operations                       7,363                  6,297
                                       ------------------     ------------------
                                               59,039                 49,065

Real estate inventory                          56,368                 58,221
Property, plant and equipment, at cost,
   net of accumulated depreciation and
   amortization of $23,063 at October 31,
   2004 and $21,009 at April 30, 2004          21,048                 21,299

Other assets                                   10,926                 10,584
Goodwill                                        5,191                  5,191
                                       ------------------     ------------------
   TOTAL ASSETS                             $ 181,471              $ 171,165
                                       ==================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable and accrued expenses       $  42,858              $  41,931

Notes payable:
   Amounts due within one year                 14,282                  1,830
   Amounts subsequently due                     2,432                 10,813
                                       ------------------     ------------------
                                               16,714                 12,643

Taxes payable                                     561                  1,867
Deferred income taxes                           6,864                  5,996
Accrued pension cost                            3,206                  3,206
                                       ------------------     ------------------
   TOTAL LIABILITIES                           70,203                 65,643
                                       ------------------     ------------------

Shareholders' equity:
   Common stock, $.10 par value;
    shares authorized - 20,000,000; 7,414,704
    shares issued at October 31, 2004 and
    7,409,204 at April 30, 2004                   741                    741
   Capital contributed in excess of par value  45,252                 45,133
   Retained earnings                           75,391                 69,815
   Accumulated other comprehensive loss       ( 4,614)              (  4,614)
   Treasury stock, at cost; 796,092 shares
    at October 31, 2004 and 803,592
    at April 30, 2004                         ( 5,502)              (  5,553)
                                       ------------------     ------------------
   TOTAL SHAREHOLDERS'                        111,268                105,522
                                       ------------------     ------------------

   TOTAL LIABILITIES AND SHAREHOLDERS'
    EQUITY                                  $ 181,471              $ 171,165
                                       ==================     ==================

                  See notes to consolidated financial statements.
                                       1
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended October 31, 2004 and 2003
                      (Thousands, except per share amounts)

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

Magazine operations                         $  25,099              $  25,200

Real estate operations - land sales             7,804                  6,744

Interest and other operations                     840                    758
                                     ------------------      -------------------
                                               33,743                 32,702
                                     ------------------      -------------------

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

Magazine operating expenses                    20,333                 20,905

Real estate cost of sales                       2,847                  3,385

Real estate commissions and selling               389                    277

Other operations                                1,377                    567

General and administrative:
   Magazine operations                          1,848                  2,167
   Real estate operations and corporate           890                    823

Interest expense, net                             176                    267
                                     ------------------      -------------------
                                               27,860                 28,391
                                     ------------------      -------------------
         Income before income taxes             5,883                  4,311

PROVISION  FOR  INCOME TAXES                    1,688                  1,595
                                     ------------------      -------------------
NET INCOME                                      4,195                  2,716

RETAINED EARNINGS, beginning of period         71,196                 61,669
                                     ------------------      -------------------
RETAINED EARNINGS, end of period            $  75,391              $  64,385
                                     ==================      ===================
NET INCOME PER SHARE - BASIC AND DILUTED    $    0.63              $    0.41
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                              6,615                  6,594
                                     ==================      ===================

                 See notes to consolidated financial statements.
                                       2
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Six Months Ended October 31, 2004 and 2003
                      (Thousands, except per share amounts)

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

Magazine operations                         $  48,749              $  51,193

Real estate operations - land sales            17,486                 13,138

Interest and other operations                   1,741                  1,988
                                   -------------------       -------------------
                                               67,976                 66,319
                                   -------------------       -------------------
COSTS AND EXPENSES
------------------
Magazine operating expenses                    39,250                 41,638

Real estate cost of sales                       7,325                  5,998

Real estate commissions and selling             1,038                    479

Other operations                                2,112                  1,174

General and administrative:
   Magazine operations                          3,914                  4,764
   Real estate operations and corporate         1,744                  1,821

Interest expense, net                             320                    528
                                   -------------------       -------------------
                                               55,703                 56,402
                                   -------------------       -------------------
         Income before income taxes            12,273                  9,917

PROVISION  FOR  INCOME TAXES                    4,052                  3,670
                                   -------------------       -------------------
NET INCOME                                      8,221                  6,247

DIVIDEND                                      ( 2,645)               ( 1,648)

RETAINED EARNINGS, beginning of period         69,815                 59,786
                                   -------------------       -------------------
RETAINED EARNINGS, end of period            $  75,391              $  64,385
                                   ===================       ===================

NET INCOME PER SHARE - BASIC AND DILUTED    $    1.24              $    0.95
                                   ===================       ===================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                               6,611                 6,591
                                   ===================       ===================

                 See notes to consolidated financial statements.
                                       3
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 2004 and 2003
                                   (Thousands)
                                                 2004                    2003
                                      -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                $   8,221              $   6,247
                                      -----------------       ------------------
  Adjustments to reconcile net income to net cash provided by
  operating activities -
   Depreciation and amortization                2,436                  2,487
   Non-cash credits and charges:
     Pension expense accrual                       60                    772
     Bad debt reserve                           ( 141)                   138
  Stock based compensation - Directors'           135                    109
  Changes in assets and liabilities -
     Receivables                              ( 9,833)              ( 12,666)
     Real estate inventory                      1,853                  2,600
     Other assets                               ( 725)               ( 1,169)
     Accounts payable and accrued expenses        867                  8,038
     Taxes payable                            ( 1,306)                   550
     Deferred income taxes                        868                  1,504
                                      -----------------       ------------------
        Total adjustments                     ( 5,786)                 2,363
                                      -----------------       ------------------
        Net cash provided
          by operating activities               2,435                  8,610
                                      -----------------       ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                        ( 1,982)               ( 2,797)
  Proceeds from sale of property,
    plant and equipment                           180                      -
                                      -----------------       ------------------
        Net cash used
          by investing activities             ( 1,802)               ( 2,797)
                                      -----------------       ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt financing                  7,189                 18,094
  Principal debt payments                    (  3,118)             (  15,295)
  Proceeds from exercise of stock options          35                     18
  Dividends paid                             (  2,645)             (   1,648)
                                      -----------------       ------------------

        Net cash provided
          by financing activities               1,461                  1,169
                                      -----------------       ------------------
  Increase in cash and cash equivalents         2,094                  6,982

CASH AND CASH EQUIVALENTS, beginning of per    26,805                 16,443
                                      -----------------       ------------------

CASH AND CASH EQUIVALENTS, end of period    $  28,899              $  23,425
                                      =================       ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid - net of
    amounts capitalized                     $     273              $     407
                                      =================       ==================
  Income taxes paid - net of refunds        $   4,490              $   1,616
                                      =================       ==================


                 See notes to consolidated financial statements.
                                       4
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
              Three and Six Months Ended October 31, 2004 and 2003

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

The accompanying  unaudited  consolidated  financial  statements included herein
have been prepared by AMREP  Corporation  (the  "Registrant"  or the  "Company")
pursuant to the rules and regulations of the Securities and Exchange  Commission
for interim  financial  information,  and do not include all the information and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management,   the  accompanying   unaudited  financial  statements  include  all
adjustments, which are of a normal recurring nature, necessary to reflect a fair
presentation  of the results for the interim periods  presented.  The results of
operations  for such interim  periods are not  necessarily a good  indication of
what may occur in future periods.

The  unaudited  consolidated  financial  statements  herein  should  be  read in
conjunction  with the  Company's  annual  report on Form 10-K for the year ended
April 30,  2004 which was  previously  filed with the  Securities  and  Exchange
Commission.

(2)      Information About the Company's Operations in Different Industry
         ----------------------------------------------------------------
         Segments
         --------
The following tables set forth summarized data relative to the industry segments
in which the Company  operated for the three and six month periods ended October
31, 2004 and 2003.  Certain amounts included in "Interest and other  operations"
on the  Consolidated  Statements of Operations are  classified  below within the
Land Operations and Corporate and Other  segments,  depending upon the nature of
the business activity.
<TABLE>
<S>                                   <C>           <C>             <C>             <C>           <C>

THREE MONTHS                             Land                                       Corporate
                                      Operations    Distribution    Fulfillment     and Other     Consolidated
                                      ----------    ------------    -----------     ----------    ------------
October  2004 (Thousands):
   Revenues                           $   7,950     $   3,132       $  21,967       $     694     $   33,743
   Operating and SG&A expenses            3,766         2,474          19,707           1,737         27,684
   Management fee                           225            29             196            (450)             -
   Interest expense, net                      -             1             153              22            176
                                      ----------    ------------    -----------     ----------    ------------
   Pretax income contribution         $   3,959     $     628       $   1,911       $    (615)    $    5,883
                                      ==========    ============    ===========     ==========    ============
--------------------------------------------------------------------------------------------------------------
October 2003 (Thousands):
   Revenues                           $   6,839     $   2,968       $  22,232       $     663     $   32,702
   Operating and SG&A expenses            4,204         2,661          20,412             847         28,124
   Management fee                           193            48             135          (  376)             -
   Interest expense, net                      -             7             207              53            267
                                      ----------    ------------    ----------      ----------    ------------
   Pretax income contribution         $   2,442     $     252       $   1,478       $     139     $    4,311
                                      ==========    ============    ===========     ==========    ============
--------------------------------------------------------------------------------------------------------------

                                       5
<PAGE>


SIX MONTHS                               Land                                       Corporate
                                      Operations    Distribution    Fulfillment     and Other     Consolidated
                                      ----------    ------------    -----------     ----------    ------------
October  2004 (Thousands):
   Revenues                           $  17,782     $   6,313       $  42,436       $   1,445     $   67,976
   Operating and SG&A expenses            9,435         5,116          38,048           2,784         55,383
   Management fee                           450            58             392            (900)             -
   Interest expense, net                      -            (3)            280              43            320
                                      ----------    ------------    -----------     ----------    ------------
   Pretax income contribution         $   7,897     $   1,142       $   3,716       $    (482)    $   12,273
                                      ==========    ============    ===========     ==========    ============
   Identifiable assets                $  71,742     $  39,531       $  42,005       $  23,002     $  176,280

   Intangible assets                  $       -     $   3,893       $   1,298       $       -     $    5,191
--------------------------------------------------------------------------------------------------------------
October 2003 (Thousands):
   Revenues                           $  13,726     $   6,217       $  44,976       $   1,400     $   66,319
   Operating and SG&A expenses            7,651         5,513          40,890           1,820         55,874
   Management fee                           386            96             270            (752)             -
   Interest expense, net                      -            12             408             108            528
                                      ----------    ------------    -----------     ----------    ------------
   Pretax income contribution         $   5,689     $     596       $   3,408       $     224     $    9,917
                                      ==========    ============    ===========     ==========    ============
   Identifiable assets                $  72,244     $  42,320       $  40,560       $  17,624     $  172,748

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


(3)     Pending Transaction - Condemnation of Utility Company Subsidiary
        ----------------------------------------------------------------

In  September  2004,  a jury  verdict  was reached in the court  proceedings  in
connection  with the  condemnation  of the  Company's  El Dorado  water  utility
subsidiary  (the  "Utility") in Santa Fe, New Mexico which valued the Utility at
$11 million. The condemning authority,  the Eldorado Water & Sanitation District
(the  "District"),  had  proposed a $6.2 million  valuation,  which amount is in
excess of the Company's  carrying  value of the assets and which the Company had
contested.  On November 9, 2004,  the Court entered its Judgment  confirming the
jury verdict in the  condemnation  case, and required the District to deposit $7
million into the Court's  account by December 1, 2004.  The Company may apply to
withdraw these monies subject to any third-party  claims.  The Court granted the
District  possession of the Utility  fifteen days after the date of the deposit,
and required  that the  remaining  balance of the verdict be  deposited  with 6%
interest no later than June 1, 2005.  The District made the initial  required $7
million  deposit on November  15, 2004,  and took  possession  of the  Utility's
assets on  December 1, 2004.  If the  District  does not  deposit the  remaining
balance of $4  million  before  June 1, 2005,  the  condemnation  is  considered
abandoned and the District must return the Utility's assets to the Company.  The
Company  believes that the District is seeking the additional  financing that it
requires  to  complete  the  condemnation,  but the Company is unable to predict
whether the District will obtain this  financing or whether it will complete the
condemnation in accordance with the Court's order.

(4)       Shareholders' Equity
          --------------------

The Company's Board of Directors  declared special  dividends of $0.40 per share
($2,645,000) on July 13, 2004 and $0.25 per share ($1,648,000) and July 9, 2003.
The Board  indicated that the declaration and payment of dividends in the future
would be determined from  time-to-time in the future in light of conditions then
existing,  including earnings,  financial condition,  cash position, and capital
requirements and other needs.


                                       6
<PAGE>



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

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

The Company is primarily  engaged in three  business  segments:  the Real Estate
business  operated by AMREP Southwest Inc. and its various  subsidiaries and the
Fulfillment Services and Newsstand  Distribution Services businesses operated by
Kable News  Company,  Inc. and its various  subsidiaries.  The Company  operates
primarily  in North  America,  and its  foreign  sales  and  activities  are not
significant.

The following  provides  information that management  believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial  condition.  The discussion should be read in conjunction with the
consolidated  financial  statements and accompanying notes. The Company's fiscal
year ends on April 30, and all  references in this Item 2 to the second  quarter
or first six months of 2005 and 2004 mean the three or six month  periods  ended
October 31, 2004 and October 31, 2003, respectively.

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 2004
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,  2004 (the "2004 Form  10-K").  The  preparation  of those
financial  statements required management to make estimates and assumptions that
affected  the  reported  amounts of assets and  liabilities  and  disclosure  of
contingent  assets and liabilities at the dates of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates.

The  significant  accounting  policies of the Company are described in Note 2 to
the 2004 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
the 2004 Form 10-K.  Information concerning the implementation and the impact of
new accounting  standards  issued by the Financial  Accounting  Standards  Board
(FASB) is included in the notes to the 2004 consolidated  financial  statements.
The Company did not adopt an  accounting  policy in the first six months of 2005
that had a material impact on its financial  condition,  liquidity or results of
operations.

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

For the second quarter of fiscal 2005, net income was  $4,195,000,  or $0.63 per
share,  compared to net income of  $2,716,000,  or $0.41 per share,  in the same
period of fiscal 2004. Revenues were $33,743,000 in the second quarter this year
versus  $32,702,000  in the same period  last year.  For the first six months of
fiscal 2005,  the Company  reported  revenues of  $67,976,000  and net income of
$8,221,000, or $1.24 per share. For the comparable period last year, the Company
had revenues of $66,319,000 and net income of $6,247,000, or $0.95 per share.

Revenues from the Company's Kable News Company  subsidiary  were  $25,099,000 in
the second  quarter of 2005  compared to  $25,200,000  in the same  quarter last
year.  This small  decline  was the  result of the net effect of a 1.2%  revenue
decline in Kable's Fulfillment Services segment offset in part by a 5.5% revenue


                                       7
<PAGE>

increase in its  Newsstand  Distribution  Services  business.  For the six month
period ended October 31, Kable's  revenues  decreased from $51,193,000 last year
to  $48,749,000  this year primarily due to a 5.6% decrease in revenues from the
Fulfillment  Services  segment  which was offset in part by a 1.5%  increase  in
Newsstand  Distribution Services' revenues. The decline in Fulfillment Services'
revenues  was  principally  the result of  customer  losses at Kable's  Colorado
fulfillment  business  which  had been  identified  and known  prior to  Kable's
acquisition of that business in 2003.  Kable's operating expenses decreased 2.7%
and 5.7% in the second  quarter and first six months  2005  compared to the same
periods last year.  Fulfillment  Services' operating expenses decreased 2.9% and
5.8% in the  second  quarter  and first six  months  2005  compared  to the same
periods  of the prior year  resulting  in part from  reduced  payroll as well as
reductions in various equipment charges,  and amounted to 86% and 84% of related
revenues in the second  quarter and first six months of 2004 compared to 84% for
both of these  periods  in 2004.  Operating  costs  for  Newsstand  Distribution
Services decreased 0.8% and 4.6% in the second quarter and first six months 2005
compared to the same periods last year primarily as a result of reduced  pension
and  health  insurance  expenses,  and  amounted  to 57.6% and 58.6% of  related
revenues in the second  quarter  and first six months of 2005  compared to 61.3%
and 62.4% for these same periods in 2004.

Revenues from land sales at the Company's AMREP Southwest  subsidiary  increased
from  $6,744,000 in the second quarter of 2004 to $7,804,000 in the same quarter
of the current year.  For the six month period,  these  revenues  increased from
$13,138,000  last year to $17,486,000 this year. This improvement was the result
of increased  sales of both commercial  properties and  undeveloped  residential
lots in the  Company's  principal  market of Rio  Rancho,  New  Mexico so far in
fiscal 2005.  The gross profit on land sales  increased  from 50% and 54% in the
second  quarter and first six months of 2004,  respectively,  to 64% and 58% for
the same periods of 2005 because a higher  proportion of undeveloped lots, which
generally have higher gross profit margins than developed lots, were sold in the
current  year.   Pretax  profit  from  real  estate   operations  also  improved
significantly in both the second quarter and first six months of 2005 versus the
same  periods  last  year,  reflecting  the  higher  revenues  and gross  profit
percentages  this year.  As  previously  reported,  revenues  and related  gross
profits from land sales can vary significantly from period to period as a result
of many factors,  including the nature and timing of specific  transactions,  so
that prior results are not  necessarily  a good  indication of what may occur in
future periods.

Real estate  commissions  and selling  expenses  increased  as a  percentage  of
related  revenues from 4.1% and 3.6% for the second quarter and first six months
of 2004 to 5.0% and 5.9% for the same  periods of 2005 due to closing  more land
sales this year with the  involvement  of a broker.  Such costs  generally  vary
depending  upon  the  terms of  specific  sale  transactions.  Real  estate  and
corporate general and administrative expenses increased in the second quarter of
2005 versus the same period of 2004 principally as a result of the initial costs
of Sarbanes-Oxley  Act compliance,  but decreased for the six month period ended
October 31, 2005  compared to the same period in 2004  primarily  due to reduced
pension expense.  Kable's general and administrative costs decreased during both
the second  quarter and first six months of 2005 compared to the same periods of
2004 mainly because of decreased  pension and health insurance  costs.  Interest
expense also  decreased in both the second  quarter and first six months of 2005
versus  2004  because of lower  borrowing  requirements  in all  segments of the
Company's operations.

Revenues  associated with interest and other operations  increased in the second
quarter  of 2005 as  compared  to the same  period in 2004 as a result of higher
levels of cash equivalents and mortgage note receivables,  but decreased for the
first six months of 2005  because the prior year  included  the recovery of past
due interest on a large delinquent mortgage. Costs of other operations increased
in both the second quarter and six month period of 2005  principally  because of
legal costs  associated with  condemnation  proceedings  involving the Company's
utility subsidiary in New Mexico.

                                       8
<PAGE>

In  September  2004,  a jury  verdict  was reached in the court  proceedings  in
connection  with the  condemnation  of the  Company's  El Dorado  water  utility
subsidiary  (the  "Utility") in Santa Fe, New Mexico which valued the Utility at
$11 million. The condemning authority,  the Eldorado Water & Sanitation District
(the  "District"),  had  proposed a $6.2 million  valuation,  which amount is in
excess of the Company's  carrying  value of the assets and which the Company had
contested.  On November 9, 2004,  the Court entered its Judgment  confirming the
jury verdict in the  condemnation  case, and required the District to deposit $7
million into the Court's  account by December 1, 2004.  The Company may apply to
withdraw these monies subject to any third-party  claims.  The Court granted the
District  possession of the Utility  fifteen days after the date of the deposit,
and required  that the  remaining  balance of the verdict be  deposited  with 6%
interest no later than June 1, 2005.  The District made the initial  required $7
million deposit on November 15, 2004 and took possession of the Utility's assets
on December 1, 2004. If the District  does not deposit the remaining  balance of
$4 million before June 1, 2005, the condemnation is considered abandoned and the
District must return the Utility's  assets to the Company.  The Company believes
that the  District  is seeking  the  additional  financing  that it  requires to
complete  the  condemnation,  but the  Company is unable to predict  whether the
District will obtain this financing or whether it will complete the condemnation
in accordance with the Court's order.

The Company's  effective tax rate decreased to 29% and 33% in the second quarter
and first six months of 2005 from 37% in the same  periods  last year due to the
effect of a tax benefit  associated with a charitable  contribution of land made
by the real estate business in the second quarter of 2005.

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

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

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

Kable  has a line  of  credit  with a  bank  which  allows  it to  borrow  up to
$30,000,000 based upon a prescribed  percentage of eligible accounts receivable,
as defined.  At October  31,  2004,  borrowing  availability  was  approximately
$23,125,000,  against which  $12,188,000  was  outstanding.  This line of credit
bears  interest at the bank's prime rate (4.75% at October 31, 2004) plus 0.25%,
and is  collateralized  by substantially  all of Kable's assets.  This agreement
matures on May 1, 2005,  and Kable has  initiated  discussions  with the current
lender as well as with other potential  lenders to obtain  financing beyond this
date.   Kable  also  has  other   borrowing   arrangements  to  finance  capital
expenditures which allow borrowings  totaling  approximately  $4,959,000 against
which  $4,526,000  was  outstanding  at October 31,  2004 at a weighted  average
interest rate of 5.4%.

AMREP  Southwest has a loan agreement with a bank providing a maximum  borrowing
capacity of  approximately  $6,100,000 to support its  operations in New Mexico.
Loans under this  facility bear interest at the prime rate (4.75% at October 31,
2004) less 0.50%,  are  collateralized  by certain  real  estate  assets and are
subject to available  collateral  and various  financial  performance  and other
covenants.  At October 31, 2004, the borrowing availability under this agreement
was approximately $5,500,000, and no amounts were outstanding.

On July 13, 2004, the Company's Board of Directors  declared a special  dividend
of $0.40 per share payable on August 18, 2004 to  shareholders of record on July
27, 2004.  The Board  indicated  that it may  consider  special  dividends  from
time-to-time  in the  future in light of  conditions  then  existing,  including
earnings, financial condition, cash position, and capital requirements and other
needs

                                       9
<PAGE>
Cash Flows From Operating Activities
------------------------------------


Real  estate   inventory  was  $56,368,000  at  October  31,  2004  compared  to
$58,221,000 at April 30, 2004. Kable's receivables increased from $42,768,000 at
April 30,  2004 to  $51,676,000  at October 31, 2004 as the result of the timing
and seasonality of billings.

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

The Company is obligated to make future payments under various contracts such as
debt  agreements  and lease  agreements,  and it is  subject  to  certain  other
commitments  and  contingencies.  There have been no material  changes to Future
Payments Under Contractual Obligations as reflected in the Liquidity and Capital
Resources section of Management's  Discussion and Analysis in the Company's 2004
Form 10-K. Refer to notes 7, 11 and 12 to the consolidated  financial statements
in the  2004  Form  10-K  for  additional  information  on  long-term  debt  and
commitments and contingencies.

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

Certain information included herein and in other Company statements, reports and
filings with the Securities and Exchange  Commission is  forward-looking  within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. Refer to
Item 7 of the Company's 2004 Form 10-K for a discussion of the  assumptions  and
factors on which these  statements are based.  Any changes in the actual outcome
of these assumptions and factors could produce significantly  different results;
accordingly,  all  forward-looking  statements  should  be  evaluated  with  the
understanding of their inherent uncertainty. The Company disclaims any intention
or obligation to update or revise any forward-looking  statements,  whether as a
result of new information, future events or otherwise.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk
------    ----------------------------------------------------------

The Company has several  credit  facilities or loans that require the Company to
pay  interest  at a rate  that may  change  periodically.  These  variable  rate
obligations  expose the Company to the risk of increased interest expense in the
event  of  increases  in  short-term   interest  rates.  At  October  31,  2004,
approximately $12,188,000 of the Company's total debt of $16,714,000 was subject
to variable  interest rates.  Refer to Item 7(A) of the Company's 2004 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

An evaluation of the  effectiveness of the design and operation of the Company's
disclosure  controls and  procedures as of the end of the period covered by this
report was carried out by the Company's  management,  with the  participation of
the Company's  chief financial  officer and the other  executive  officers whose
certificates  accompany this quarterly  report.  Based on that  evaluation,  the
chief  financial  officer and the other executive  officers  concluded that such
disclosure  controls  and  procedures  have been  designed  and are  functioning
effectively to provide reasonable  assurance that the information required to be
disclosed  in  reports  filed  under  the  Securities  Exchange  Act of  1934 is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange  Commission's rules and forms. A controls system,

                                       10
<PAGE>


no matter how well designed and operated, cannot provide absolute assurance that
the objectives of the controls 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.  Subsequent  to the date of the most
recent  evaluation of internal  controls,  there were no significant  changes in
internal  controls,  including any corrective actions with regard to significant
deficiencies and material weaknesses.





















                                       11
<PAGE>


                           PART II. OTHER INFORMATION


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
------   -----------------------------------------------------------

Pursuant  to the  Registrant's  2002  Non-Employee  Directors'  Stock  Plan,  on
September  15, 2004 the  Registrant  issued an  aggregate of 7,500 Shares of its
Common Stock,  par value $.10 per share,  to its six  non-employee  directors as
partial  payment for their  services as directors  for the preceding six months.
These  issuances  were not  registered  under  the  Securities  Act of 1933,  as
amended,  by reason of the  exemption  provided in Section  4(2) of such Act for
transactions by an issuer not involving any public offering.

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

The 2004 Annual Meeting of  Shareholders of the Registrant was held on September
21, 2004. At the meeting,  Lonnie A. Coombs and Samuel N. Siedman were reelected
directors of the Registrant by the following votes:


                                              For                 Withheld
                                              ---                 --------

  Lonnie A. Coombs                         6,197,604                2,992
  Samuel N. Siedman                        6,188,919               11,677

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

         Exhibits
         --------

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

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

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

          32   Certification required pursuant to 18 U.S.C. Section 1350.







                                       12
<PAGE>


                                    SIGNATURE
                                    ---------



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




                                             AMREP CORPORATION
                                                (Registrant)



Dated:  December 8, 2004             By:     /s/ Peter M. Pizza
                                             ------------------
                                             Peter M. Pizza
                                             Vice President and
                                             Chief Financial Officer
                                             (Principal Financial and
                                             Accounting Officer)



                                       13
<PAGE>




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



          Exhibit
             No.                            Description
             --                             -----------
          31.1 Certification  required by Rule 13a - 14 (a) under the Securities
               Exchange Act of 1934.

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

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

          32   Certification required pursuant to 18 U.S.C. Section.


                                       14