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, 2007
                               -------------------------------------------------

                                       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 is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer     Accelerated filer  X    Non-accelerated filer
                       ---                    ---                         ---
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, 2007 - 6,027,212.
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----


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

          Consolidated Balance Sheets (Unaudited)
                October 31, 2007 and April 30, 2007                         1

          Consolidated Statements of Income and Retained Earnings
            (Unaudited) Three Months Ended October 31, 2007 and 2006        2

          Consolidated Statements of Income and Retained Earnings
            (Unaudited) Six Months Ended October 31, 2007 and 2006          3

          Consolidated Statements of Cash Flows (Unaudited)
             Six Months Ended October 31, 2007 and 2006                     4

          Notes to Consolidated Financial Statements                      5 - 10

Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                   10 - 15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        15

Item 4.  Controls and Procedures                                           16

PART II.  OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds       16

Item 4.  Submission of Matters to a Vote of Security Holders               17

Item 5.  Other Information                                                 17

Item 6.  Exhibits                                                          17

SIGNATURE                                                                  18

EXHIBIT INDEX                                                              19



<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,
                                                                                          2007                   2007
                                                                                   ------------------    -------------------
ASSETS:
Cash and cash equivalents                                                          $      22,402         $        42,102
Restricted cash                                                                            5,796                       -
Receivables, net:
  Real estate operations                                                                  18,921                  25,117
  Media services operations                                                               53,153                  47,825
                                                                                   ------------------    -------------------
                                                                                          72,074                  72,942

Real estate inventory                                                                     60,475                  46,584
Investment assets, net                                                                    10,274                  12,165
Property, plant and equipment, net                                                        30,147                  30,518
Intangible and other assets, net                                                          33,150                  34,014
Goodwill                                                                                  54,139                  54,334
                                                                                   ------------------    -------------------
  TOTAL ASSETS                                                                     $     288,457         $       292,659
                                                                                   ==================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable and accrued expenses                                              $      85,892         $        83,557
Deferred revenue                                                                               -                   4,352
Notes payable:
  Amounts due within one year                                                             10,128                   5,297
  Amounts subsequently due                                                                33,641                  27,002
                                                                                   ------------------    -------------------
                                                                                          43,769                  32,299

Taxes payable                                                                                481                      55
Deferred income taxes and other long-term liabilities                                     14,096                  11,149
Accrued pension cost                                                                       1,111                   1,243
                                                                                   ------------------    -------------------
  TOTAL LIABILITIES                                                                      145,349                 132,655
                                                                                   ------------------    -------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
  Shares authorized - 20,000,000; 7,419,704 shares issued
  at October 31, 2007 and at April 30, 2007                                                  742                     742
Capital contributed in excess of par value                                                46,085                  46,085
Retained earnings                                                                        124,433                 121,333
Accumulated other comprehensive loss, net                                                 (2,862)                 (2,862)
Treasury stock, at cost; 1,382,492 shares at October 31, 2007
  and 766,092 shares at April 30, 2007                                                   (25,290)                 (5,294)
                                                                                   ------------------    -------------------
  TOTAL SHAREHOLDERS' EQUITY                                                             143,108                 160,004
                                                                                   ------------------    -------------------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $     288,457         $       292,659
                                                                                   ==================    ===================
</TABLE>

                 See notes to consolidated financial statements.


                                       1
<PAGE>




                       AMREP CORPORATION AND SUBSIDIARIES
       Consolidated Statements of Income and Retained Earnings (Unaudited)
                  Three Months Ended October 31, 2007 and 2006
                      (Thousands, except per share amounts)

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

                                                                                  2007                   2006
                                                                            -----------------     -------------------
REVENUES:
Real estate land sales                                                      $       3,161         $        31,707

Media services operations                                                          35,574                  22,913

Interest and other                                                                  3,355                   1,435
                                                                            -----------------      -------------------
                                                                                   42,090                  56,055
                                                                            -----------------      -------------------
COSTS AND EXPENSES:
Real estate land sales                                                              1,569                   8,017
Operating expenses:
   Media services operations                                                       30,234                  18,663
   Real estate commissions and selling                                                 88                     490
   Other                                                                              458                     225

General and administrative:
   Media services operations                                                        2,820                   1,587
   Real estate operations and corporate                                             1,081                   1,495
Interest expense, net of capitalized amounts                                          337                      83
                                                                            -----------------      -------------------
                                                                                   36,587                  30,560
                                                                            -----------------      -------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                               5,503                  25,495

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                               2,036                   9,433
                                                                            -----------------      -------------------
NET INCOME                                                                          3,467                  16,062
RETAINED EARNINGS, beginning of period                                            120,966                  92,031
                                                                            -----------------      -------------------
RETAINED EARNINGS, end of period                                            $     124,433          $      108,093
                                                                            =================      ===================

EARNINGS PER SHARE - BASIC AND DILUTED                                      $        0.55          $         2.42
                                                                            =================      ===================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                                               6,327                   6,649
                                                                            =================      ===================
</TABLE>

                 See notes to consolidated financial statements.


                                       2
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
       Consolidated Statements of Income and Retained Earnings (Unaudited)
                   Six Months Ended October 31, 2007 and 2006
                      (Thousands, except per share amounts)

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

                                                                                  2007                    2006
                                                                            -----------------      -------------------
REVENUES:
Real estate land sales                                                      $      21,311          $       64,197

Media services operations                                                          67,852                  43,740

Interest and other                                                                  4,286                   6,387
                                                                            -----------------      -------------------
                                                                                   93,449                 114,324
                                                                            -----------------      -------------------
COSTS AND EXPENSES:
Real estate land sales                                                              7,331                  19,484
Operating expenses:
   Media services operations                                                       60,317                  36,825
   Real estate commissions and selling                                                341                     914
   Other                                                                              925                     552

General and administrative:
   Media services operations                                                        6,188                   3,317
   Real estate operations and corporate                                             2,188                   2,477
Interest expense, net of capitalized amounts                                          625                     174
                                                                            -----------------      -------------------
                                                                                   77,915                  63,743
                                                                            -----------------      -------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                              15,534                  50,581

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                               5,747                  18,715
                                                                            -----------------      -------------------
INCOME FROM CONTINUING OPERATIONS                                                   9,787                  31,866
LOSS FROM OPERATIONS OF DISCONTINUED BUSINESS (NET OF INCOME TAXES)                   (57)                      -
                                                                            -----------------      -------------------
NET INCOME                                                                          9,730                  31,866
RETAINED EARNINGS, beginning of period                                            121,333                  81,875
DIVIDEND PAID                                                                      (6,630)                 (5,648)
                                                                            -----------------      -------------------
RETAINED EARNINGS, end of period                                            $     124,433          $      108,093
                                                                            =================      ===================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
   CONTINUING OPERATIONS                                                    $        1.51          $         4.79
   DISCONTINUED OPERATIONS                                                          (0.01)                      -
                                                                            -----------------      -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                      $        1.50          $         4.79
                                                                            =================      ===================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                                               6,490                   6,646
                                                                            =================      ===================

</TABLE>

                 See notes to consolidated financial statements.



                                       3
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 2007 and 2006
                                   (Thousands)
<TABLE>
<S>                                                                         <C>                   <C>

                                                                                  2007                    2006
                                                                            -----------------      ------------------
    CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                             $       9,730          $       31,866
                                                                            -----------------      ------------------
     Adjustments to reconcile net income to net cash provided by
     operating activities:
      Depreciation and amortization                                                 5,342                   2,937
      Non-cash credits and charges:
        Pension accrual (benefit)                                                    (132)                    107
        Provision for doubtful accounts                                              (251)                     80
      Stock based compensation - Directors' Plan                                        -                     327
      Gain on disposition of assets                                                (1,873)                 (4,112)
      Changes in assets and liabilities:
         Receivables                                                                1,119                  (7,432)
         Real estate inventory                                                    (13,891)                  6,991
         Intangible and other assets                                               (1,073)                 (2,416)
         Accounts payable and accrued expenses, and deferred revenue               (2,017)                 38,898
         Taxes payable                                                                426                     560
         Deferred income taxes and other long-term liabilities                      2,947                   4,340
                                                                            -----------------      ------------------
           Total adjustments                                                       (9,403)                 40,280
                                                                            -----------------      ------------------
           Net cash provided by operating activities                                  327                  72,146
                                                                            -----------------      ------------------
    CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures - property, plant, and equipment                         (2,927)                 (1,098)
     Capital expenditures - purchase of investment assets                          (1,092)                 (2,492)
     Acquisition, net of cash acquired                                                195                       -
     Proceeds from disposition of assets                                            4,749                   6,140
     Restricted cash                                                               (5,796)                 (4,232)
                                                                            -----------------      ------------------
           Net cash used by investing activities                                   (4,871)                 (1,682)
                                                                            -----------------      ------------------
    CASH FLOWS FROM FINANCING ACTIVITIES:
     Acquisition of treasury stock                                                (19,996)                      -
     Proceeds from debt financing                                                  52,841                  12,181
     Principal debt payments                                                      (41,371)                (13,726)
     Exercise of stock options                                                          -                      14
     Dividends paid                                                                (6,630)                 (5,648)
                                                                            -----------------      ------------------
           Net cash used by financing activities                                  (15,156)                 (7,179)
                                                                            -----------------      ------------------
    INCREASE (DECREASE) IN CASH AND CASH
      EQUIVALENTS                                                                 (19,700)                 63,285
    CASH AND CASH EQUIVALENTS, beginning of period                                 42,102                  46,882
                                                                            -----------------      ------------------

    CASH AND CASH EQUIVALENTS, end of period                                $      22,402          $      110,167
                                                                            =================      ==================

    SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest paid - net of amounts capitalized                             $         828          $          169
                                                                            =================      ==================
     Income taxes paid - net of refunds                                     $       2,374          $       13,814
                                                                            =================      ==================

</TABLE>

                 See notes to consolidated financial statements.

                                       4
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended October 31, 2007 and 2006

(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 consolidated financial statements include
all adjustments,  which are of a normal recurring nature, necessary to reflect a
fair presentation of the results for the interim periods presented.  The results
of operations for such interim  periods are not  necessarily  indicative of 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, 2007,  which was  previously  filed with the  Securities  and Exchange
Commission.

(2)      Adoption of FIN 48
         ------------------

The Company adopted the provisions of FASB  Interpretation  No. 48,  "Accounting
for Uncertainty in Income Taxes - an  interpretation  of FASB Statement No. 109"
("FIN  48"),  on May 1, 2007.  Previously,  the Company  had  accounted  for tax
contingencies   in  accordance  with  FASB  Statement  No.  5,  "Accounting  for
Contingencies".  As  required by FIN 48, the Company  recognizes  the  financial
statement benefit of a tax position only after determining that the relevant tax
authority  would more likely than not sustain the  position  following an audit.
For  tax  positions  meeting  the  more-likely-than-not  threshold,  the  amount
recognized in the financial  statements is the largest  benefit that  management
believes  has a  greater  than 50  percent  likelihood  of being  realized  upon
ultimate  settlement with the relevant tax authority.  Unrecognized tax benefits
are tax  benefits  claimed in the  Company's  tax returns that do not meet these
recognition and measurement standards.

At the adoption date, the Company  applied FIN 48 to all tax positions for which
the statute of  limitations  remained open. The adoption of FIN 48 had no impact
on the Company's financial  statements.  The Company's deferred income taxes and
other long-term liabilities include an unrecognized tax benefit of $1,354,000 at
May 1, 2007,  which had been  previously  recorded under FASB Statement No. 5 or
FASB Statement  No. 109.  The Company's  unrecognized tax benefit at October 31,
2007 was $1,381,000.  If recognized,  the unrecognized tax benefit would have an
impact on the effective tax rate.

The Company is subject to U.S.  Federal income taxes,  and also to various state
and foreign income taxes. Tax regulations  within each  jurisdiction are subject
to the  interpretation  of the  related  tax laws and  regulations  and  require
significant judgment to apply. The Company is not currently under examination by
any tax  authorities  with  respect  to its income  tax  returns.  In nearly all
jurisdictions, the tax years through fiscal April 30, 2003 are no longer subject
to examination.

There were no significant  changes in unrecognized tax positions  ("UTP") during
the period.  The total amount of UTP could increase or decrease  within the next
twelve months for a number of reasons,  including the  expiration of statutes of
limitations,  audit  settlements,  tax  examinations  and  the  recognition  and
measurement  considerations  under FIN 48. The Company does not believe that the
total amount of UTP will significantly increase or decrease over the next twelve
months.

                                       5
<PAGE>

The Company has elected to retain its existing accounting policy with respect to
the  treatment  of  interest  and  penalties  attributable  to  income  taxes in
accordance  with  FIN 48,  and  continues  to  reflect  interest  and  penalties
attributable  to income taxes,  to the extent they arise,  as a component of its
income tax provision or benefit as well as its outstanding income tax assets and
liabilities.  The total  amount of  interest  and  penalties  recognized  in the
accompanying  consolidated  balance  sheets was $529,000 at October 31, 2007 and
$395,000 at May 1, 2007 (date of adoption).

(3)      Restricted Cash
         ---------------

Restricted  cash  consists  of  amounts  held in escrow  that were  received  in
connection with sales of investment assets that are identified as "1031 Exchange
assets" and which are  restricted  pending the  purchase  or  identification  of
replacement assets.

(4)      Receivables
         -----------

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

                                             October 31,            April 30,
                                                2007                  2007
                                          -----------------     ----------------

Fulfillment Services                       $     31,350          $     29,606
Newsstand Distribution Services,
   net of estimated returns                      22,883                19,550
                                          -----------------     ----------------
                                                 54,233                49,156
Less allowance for doubtful accounts             (1,080)               (1,331)
                                          -----------------     ----------------
                                           $     53,153          $     47,825
                                          =================     ================

Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine returns of $56,172,000 at October 31, 2007 and $52,275,000 at April 30,
2007. In addition,  under a distribution arrangement with one publisher customer
of the  Newsstand  Distribution  Services  business,  that  publisher  bears the
ultimate credit risk of non-collection of related amounts due from the customers
to which the Company distributes the publisher's magazines.  Accounts receivable
subject to this arrangement were netted against the related accounts payable due
the publisher on the accompanying  consolidated  balance sheets ($22,835,000 was
netted at October 31, 2007 and $21,106,000 at April 30, 2007).

(5)      Investment Assets
         -----------------

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

                                             October 31,            April 30,
                                                2007                   2007
                                         -----------------     -----------------

Land held for long-term investment         $     9,734           $     9,039
                                         -----------------     -----------------
Commercial rental properties:
  Land, buildings and improvements                 754                 3,535
  Furniture and fixtures                            40                    42
                                         -----------------     -----------------
                                                   794                 3,577
  Less accumulated depreciation                   (254)                 (451)
                                         -----------------     -----------------
                                                   540                 3,126
                                         -----------------     -----------------
                                           $    10,274           $    12,165
                                         =================     =================

                                       6
<PAGE>

(6)      Property, Plant and Equipment
         -----------------------------

Property, plant and equipment, net consist of the following (in thousands):
                                             October 31,            April 30,
                                                2007                  2007
                                         -----------------     -----------------
Land, buildings and improvements           $    18,160           $    17,217
Furniture and equipment and other               43,756                41,853
                                         -----------------     -----------------
                                                61,916                59,070
Less accumulated depreciation                  (31,769)              (28,552)
                                         -----------------     -----------------
                                           $    30,147           $    30,518
                                         =================     =================


(7)      Intangible and Other Assets
         ---------------------------

Intangible and other assets, net consist of the following (in thousands):

                                             October 31,           April 30,
                                               2007                   2007
                                         -----------------     ----------------
Software development costs                 $     9,840           $     9,461
Deferred order entry costs                       5,634                 5,837
Prepaid expenses                                 4,329                 3,302
Customer contracts and relationships            15,000                15,000
Other                                            4,043                 5,118
                                         -----------------     ----------------
                                                38,846                38,718
Less accumulated amortization                   (5,696)               (4,704)
                                         -----------------     ----------------
                                           $    33,150           $    34,014
                                         =================     ================


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 12-month  period.  Customer
contracts and relationships are amortized over 12 years.

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

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

                                            October 31,            April 30,
                                               2007                  2007
                                         -----------------     ----------------
Publisher payables, net                    $    68,101           $    63,759
Accrued expenses                                 7,247                 6,803
Trade payables                                   4,183                 3,701
Other                                            6,361                 9,294
                                         -----------------     ----------------
                                           $    85,892           $    83,557
                                         =================     ================


Pursuant  to  an  arrangement  with  a  publisher   customer  of  the  Newsstand
Distribution   Services  business,   the  Company  has  netted  $22,835,000  and
$21,106,000  of accounts  receivable  against the  related  accounts  payable at
October 31, 2007 and April 30, 2007 (see Note 4).




                                       7
<PAGE>




(9)      Notes Payable
         -------------

Notes payable consist of the following (in thousands):

                                            October 31,            April 30,
                                               2007                  2007
                                         -----------------     ----------------
   Line-of-credit borrowings:
     Real estate operations and other      $    17,000           $     6,000
     Media services operations                  13,390                11,905
   Real estate operations term loan              8,163                10,559
   Other notes payable                           5,216                 3,835
                                         -----------------     ----------------
                                           $    43,769           $    32,299
                                         =================     ================

The Company's  AMREP Southwest Inc.  subsidiary has a revolving  credit facility
with a bank that  originally was to mature in September 2008.  During  September
2007,  the maturity  date was extended to September  2009,  with all other terms
remaining unchanged.

(10)     Discontinued Operations
         -----------------------

Loss from operations of  discontinued  business (net of income taxes) in the six
month  period  ended  October  31,  2007  reflects  costs  associated  with  the
settlement  of all  litigation  related to the  Company's El Dorado,  New Mexico
water utility  subsidiary that were in addition to costs that were estimated and
accrued for this matter in the fourth quarter of 2007.

(11)     Acquisition
         -----------

The  Company  received a refund of  $195,000  in the  second  quarter of 2008 in
excess of a receivable  valuation  related to the  acquisition  of Palm Coast in
2007.  The Company  adjusted  the  original  amount of goodwill  recorded in the
purchase accounting for the acquisition, in accordance with Financial Accounting
Standards Board Statement No. 141, "Business Combinations".

(12)     Subsequent Event
         ----------------

On December 5, 2007 a warehouse of  approximately  30,000  square feet leased by
the Company in Oregon, Illinois was totally destroyed by fire. The warehouse was
used  principally  to store back issues of a number of  magazines  published  by
certain  customers for which the Company fills back-issue  orders as part of its
services  to these  customers.  The  Company  is in the very  earliest  stage of
reviewing its insurance  coverage and evaluating the impact of this event on its
operations  and is unable at this  point to reach  any  conclusions  as to these
matters  or to  determine  the  effect on its  financial  position,  results  of
operations and cash flows.

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

The following tables set forth summarized data relative to the industry segments
for  continuing  operations in which the Company  operated for the three and six
month periods ended October 31, 2007 and 2006 (tables in thousands):

<TABLE>
<S>                                          <C>            <C>            <C>                <C>             <C>
                                                                              Newsstand
                                             Real Estate     Fulfillment    Distribution
                                              Operations      Services        Services         Corporate       Consolidated
-------------------------------------------------------------------------------------------------------------------------------
Three months ended October 31, 2007 (a):
Revenues                                     $     6,428    $    32,035    $      3,556       $       71      $   42,090

                                       8
<PAGE>

Income from continuing operations                  2,347            134             560              426           3,467
Provision for income taxes from
   continuing operations                           1,378             86             321              251           2,036
                                            -----------------------------------------------------------------------------------
Income from continuing operations before
   income taxes                                    3,725            220             881              677           5,503
Interest expense (income), net (b)                     -          1,394            (383)            (674)            337
Depreciation and amortization                         61          2,405             243                1           2,710
                                            -----------------------------------------------------------------------------------
EBITDA (c)                                    $    3,786    $     4,019    $        741       $        4      $    8,550
                                            -----------------------------------------------------------------------------------

Capital expenditures                          $      277    $     1,851    $         21       $        3      $    2,152

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

Three months ended October 31, 2006:
Revenues                                      $   32,430    $    18,969    $      4,187       $      469      $   56,055

Income from continuing operations                 14,365            771             851               75          16,062
Provision for income taxes from
   continuing operations                           8,437            453             499               44           9,433
                                            -----------------------------------------------------------------------------------
Income from continuing operations before
   income taxes                                   22,802          1,224           1,350              119          25,495
Interest expense (income), net (b)                     -            167             (84)               -              83
Depreciation and amortization                         40          1,216             233                1           1,490
                                            -----------------------------------------------------------------------------------
EBITDA (c)                                    $   22,842    $     2,607    $      1,499       $      120      $   27,068
                                            -----------------------------------------------------------------------------------
Capital expenditures                          $    2,422    $       470    $          -       $       20      $    2,912

-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Six months ended October 31, 2007 (a):
Revenues                                      $   25,291    $    61,023    $      6,867       $      268      $   93,449

Income from continuing operations                  9,727         (1,725)            808              977           9,787
Provision (benefit) for income taxes from
   continuing operations                           5,712         (1,004)            464              575           5,747
                                            -----------------------------------------------------------------------------------
Income (loss) from continuing operations
   before income taxes                            15,439         (2,729)          1,272            1,552          15,534
Interest expense (income), net (b)                     -          2,861            (869)          (1,367)            625
Depreciation and amortization                        116          4,736             487                3           5,342
                                            -----------------------------------------------------------------------------------
EBITDA (c)                                    $   15,555    $     4,868    $        890       $      188      $   21,501
                                            -----------------------------------------------------------------------------------
Goodwill                                      $        -    $    50,246    $      3,893       $        -      $   54,139
Total assets                                  $   97,011    $   141,483    $     48,040       $    1,923      $  288,457
Capital expenditures                          $    1,179    $     2,800    $         37       $        3      $    4,019

-------------------------------------------------------------------------------------------------------------------------------
Six months ended October 31, 2006:
Revenues                                      $   69,522    $    36,541    $      7,442       $      819      $  114,324

Income from continuing operations                 29,638            928           1,070              230          31,866
Provision for income taxes from
   continuing operations                          17,407            544             628              136          18,715
                                            -----------------------------------------------------------------------------------
Income from continuing operations before
   income taxes                                   47,045          1,472           1,698              366          50,581
Interest expense (income), net (b)                     -            292            (118)               -             174
Depreciation and amortization                        101          2,373             461                2           2,937
                                            -----------------------------------------------------------------------------------
EBITDA (c)                                    $   47,146    $     4,137    $      2,041       $      368      $   53,692
                                            -----------------------------------------------------------------------------------

Goodwill                                      $        -    $     1,298    $      3,893       $        -      $    5,191
Total assets                                  $   79,954    $    47,365    $     69,106       $   61,535      $  257,960
Capital expenditures                          $    2,492    $     1,070    $          8       $       20      $    3,590

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       9
<PAGE>

     (a)  Segment  information  does  not  include  net loss  from  discontinued
          operations of $57,000 in the six months ended October 31, 2007.
     (b)  Interest  expense,  net  includes  inter-segment  interest  income and
          expense that is eliminated in consolidation.
     (c)  The  Company  uses EBITDA  (which the  Company  defines as income from
          continuing  operations before interest expense,  net, income taxes and
          depreciation  and  amortization) in addition to income from continuing
          operations as a key measure 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 three business
segments:  the Real Estate  business  operated by AMREP  Southwest  Inc. and its
subsidiaries (collectively,  "AMREP Southwest") and the Fulfillment Services and
Newsstand  Distribution  Services  businesses  operated by Kable Media Services,
Inc.  and its  subsidiaries  (collectively,  "Kable" 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
2007 consolidated financial statements and accompanying notes. All references in
this Item 2 to the second  quarter or first six months of 2008 and 2007 mean the
fiscal three or six-month periods ended October 31, 2007 and 2006, 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 2007
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,  2007 (the "2007 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  significant  accounting  policies of the Company are described in Note 1 to
the 2007 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
Item 7 of the 2007  Form  10-K.  There  have  been no  changes  in the  critical
accounting policies. Information concerning the implementation and the impact of
new accounting  standards  issued by the Financial  Accounting  Standards  Board
("FASB") is included in the notes to the 2007 consolidated financial statements.
The Company adopted FASB Interpretation No. 48 ("FIN 48") effective May 1, 2007.
The  adoption  of FIN 48  had no impact on the  Company's  financial  condition,
liquidity  or  results  of  operations.  The  Company  did not  adopt  any other
accounting policies in the first six months of 2008.

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

For the second quarter of 2008, net income was  $3,467,000,  or $0.55 per share,
compared to net income of $16,062,000, or $2.42 per share, in the second quarter
of the prior  year.  Results  for the second  quarter of both 2008 and 2007 were


                                       10
<PAGE>

entirely  from  continuing  operations.  For the first six  months of 2008,  net
income  was  $9,730,000,   or  $1.50  per  share,  compared  to  net  income  of
$31,866,000,  or $4.79 per share,  for the same period of 2007.  Results for the
first six months of 2008 included a loss on discontinued  operations of $57,000,
or $.01  per  share,  that  reflected  costs  incurred  in  connection  with the
settlement  of all  litigation  related to the  Company's El Dorado,  New Mexico
water utility  subsidiary  that were in addition to costs  estimated and accrued
for this  matter in the fourth  quarter of 2007,  while the results for the same
period  in  2007  were  entirely  from  continuing  operations.   Revenues  were
$42,090,000  and  $93,449,000 in the second quarter and first six months of 2008
compared to $56,055,000 and $114,324,000 in the same periods last year.

Revenues from land sales at AMREP  Southwest were $3,161,000 and $21,311,000 for
the three and six month periods  ended October 31, 2007 compared to  $31,707,000
and $64,197,000 for the same periods of the prior year. These decreases were the
result of a substantial  decline in land sales in the Company's principal market
of Rio Rancho, New Mexico, due to the softening of the real estate market in the
greater  Albuquerque-metro  and Rio Rancho areas.  The number of permits for new
home  construction  in both  markets  was down  significantly  for the first ten
months of calendar  2007  compared  to the same period in 2006,  with Rio Rancho
showing a  decrease  of almost  50%.  The  Company  believes  that this  decline
reflected the well-publicized  problems of the national  homebuilding  industry,
including  fewer sales of both new and  existing  homes,  increasing  numbers of
mortgage   delinquencies   and   foreclosures   and  a  tightening  of  mortgage
availability.  As a result of these  factors,  builders  have slowed the pace of
building  on land  previously  purchased  from the Company in Rio Rancho and, in
some cases,  have delayed or cancelled  the purchase of additional  land.  These
factors  are  also  believed  to have  contributed  to a  decline  in  sales  of
undeveloped land to both builders and investors.

In Rio  Rancho,  the  Company  sells  both  developed  and  undeveloped  lots to
national,  regional and local  homebuilders,  commercial and industrial property
developers  and others.  For the second quarter and first six months of 2008 and
2007, the Company's land sales in Rio Rancho have been as follows:

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

                                               2007                                          2006
                              ----------------------------------------     ------------------------------------------
                                                           Revenues                                       Revenues
                               Acres        Revenues       Per Acre         Acres         Revenues        Per Acre
                                Sold       (in 000's)     (in 000's)         Sold        (in 000's)      (in 000's)
                              ---------    -----------    ------------     ---------     ------------    ------------
Three months ended
October 31:
 Developed
   Residential                   10         $  2,740       $    274           30          $   7,954       $     265
   Commercial                     -                -              -           31              8,504             274
                              ---------    -----------    ------------     ---------     ------------    ------------
 Total Developed                 10            2,740            274           61             16,458             270
 Undeveloped                     11              421             38          324             15,249              47
                              ---------    -----------    ------------     ---------     ------------    ------------
  Total                          21         $  3,161       $    151          385          $  31,707       $      82
                              ---------    -----------    ------------     ---------     ------------    ------------

Six months ended
October 31:
 Developed
   Residential                   30         $  9,468       $    316           83          $  22,456       $     271
   Commercial                    14            2,921            209           44             11,798             268
                              ---------    -----------    ------------     ---------     ------------    ------------
 Total Developed                 44           12,389            282          127             34,254             270
 Undeveloped                    302            8,922             30          573             29,943              52
                              ---------    -----------    ------------     ---------     ------------    ------------
  Total                         346         $ 21,311       $     62          700          $  64,197       $      92
                              ---------    -----------    ------------     ---------     ------------    ------------
</TABLE>


Variances in the average  selling price per acre of developed  land in the three
and six month periods of 2008 compared to 2007 were generally due to a change in


                                       11
<PAGE>

the mix and the stage of  development  of specific  projects from which the land
was sold. The Company offers 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 decrease in the average  selling price of undeveloped  land in the
second  quarter  and first six months of 2008 was  primarily  attributable  to a
higher  proportion of undeveloped  investment land sold in the current year from
locations in Rio Rancho that are further  removed from developed  areas and thus
generally have lower average selling prices. The average gross profit percentage
on land sales  decreased  from 75% and 70% for the second  quarter and first six
months of 2007 to 50% and 66% for the same  periods of 2008.  The reduced  gross
profit  percentages in fiscal 2008 were principally  attributable to a change in
the mix of sales  between  developed  and  undeveloped  lots sold in each of the
periods,  with  sales in both the  three and six month  periods  of fiscal  2008
including a higher  percentage  of revenues  from sales of developed  lots which
generally have lower gross profit  percentages than undeveloped  lots.  Revenues
and related gross profits from land sales can vary  significantly from period to
period as a result of many factors,  including the nature and timing of specific
transactions,  and prior results are not  necessarily a good  indication of what
may occur in future periods.

Revenues from Media Services,  including both Fulfillment Services and Newsstand
Distribution Services, increased from $22,913,000 and $43,740,000 for the second
quarter and first six months of 2007 to $35,574,000 and $67,852,000 for the same
periods  in  2008.  These  increases  were  attributable  to  the  January  2007
acquisition of Palm Coast Data Holdco,  Inc.  ("Palm Coast") by Kable.  Revenues
from Fulfillment Services operations, including the revenues of Palm Coast, were
$32,028,000  and $61,011,000 for the second quarter and first six months of 2008
compared to $18,965,000  and  $36,537,000 in the same periods of the prior year.
The increase in  Fulfillment  Services  revenues  resulting  from the Palm Coast
acquisition  ($14,207,000  and  $27,326,000  in the second quarter and first six
months) was partly  offset by decreases in revenues  from other parts of Kable's
Fulfillment  Services  business that resulted from competitive  market pressures
and customer  losses that  occurred in earlier  periods.  Revenues  from Kable's
Newsstand   Distribution  Services  operations  decreased  from  $3,948,000  and
$7,203,000 for the second quarter and first six months of 2007 to $3,546,000 and
$6,841,000  the same periods in 2008.  The  decrease in  Newsstand  Distribution
Services  revenues was due  primarily to reduced  billings and lower  commission
rates. Kable's operating expenses increased by $11,571,000 (62%) and $23,492,000
(64%) for the second  quarter and first six months of 2008  compared to the same
periods  in  2007,  with  such  increase  being  primarily  attributable  to the
additional  operating  expenses  of Palm  Coast,  which  were  offset in part by
decreased  payroll and benefit  expenses  resulting  from lower sales volumes in
other parts of the Fulfillment Services business.

The Company  has  announced  a project to  consolidate  the Kable and Palm Coast
fulfillment  operations in order to improve operating  efficiencies and customer
service and also to reduce costs. In connection with this consolidation  effort,
the first quarter results for 2008 included a charge of  approximately  $300,000
for severance costs relating to a workforce reduction of approximately 75 people
that was  announced  in August  2007 and  which is  expected  to  reduce  annual
operating  costs by  approximately  $2,700,000.  In October  2007,  the  Company
announced the planned  redistribution of the fulfillment services work performed
at the  Marion,  Ohio  facility of its  Fulfillment  Services  business  and the
scheduled   closing   of  the   Ohio   facility.   Approximately   $700,000   in
severance-related  costs are  projected to be paid in  connection  with the Ohio
facility closure,  which will be recorded as positions are eliminated during the
eleven month transitional period ending September 2008. Following the completion
of this program, the Company anticipates realizing cost savings of approximately
$2,000,000  annually,  which will bring the total  estimated cost savings of the
two actions to approximately $4,700,000 annually.

Interest and other  revenues were  $3,355,000  and  $4,286,000 for the three and
six-month  periods ended October 31, 2007 compared to $1,435,000  and $6,387,000
for the same periods in the prior year.  During the second  quarter of 2008, the
Company sold a commercial  rental property at AMREP Southwest that resulted in a
pre-tax gain of $1,873,000.  In addition,  the Company recognized pre-tax income
of  $618,000  from the  forfeiture  of a deposit  for the  purchase of land by a

                                       12
<PAGE>

homebuilder who did not exercise a purchase option.  During the first quarter of
2007, the Company sold certain of AMREP Southwest's investment assets, including
the Company's office building in Rio Rancho, which in the aggregate  contributed
a pre-tax gain of $4,107,000.

Real Estate  commissions and selling expenses decreased by $402,000 and $573,000
in the second  quarter and first six months of 2008 compared to the same periods
in 2007,  principally  due to  decreases  in  variable  commissions  and selling
expenses.  Such costs  generally  vary depending upon the terms of specific land
sale transactions. Real estate and corporate general and administrative expenses
in the second  quarter and first six months of 2008  decreased  by $414,000  and
$289,000  compared  to the  same  periods  in  2007  primarily  due  to  reduced
professional and consulting fees. General and  administrative  costs of magazine
operations  increased  $1,233,000 and $2,871,000 in the second quarter and first
six months of 2008  compared to the same periods in 2007,  primarily  due to the
addition  of Palm Coast  partially  offset by reduced  spending  in other  Media
Services operations.

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

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

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

AMREP Southwest has a revolving  credit facility with a bank that originally was
to mature in  September  2008.  During  September  2007, the  maturity  date was
extended to September 2009, with all other terms remaining unchanged.

On August 24, 2007,  the Company paid a special cash dividend of $1.00 per share
to shareholders of record at the close of business on August 10, 2007.

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

Real  Estate   inventory  was  $60,475,000  at  October  31,  2007  compared  to
$46,584,000  at April 30,  2007.  Inventory  in the  Company's  core real estate
market of Rio Rancho was  $53,554,000  at October  31, 2007 and  $39,770,000  at
April 30,  2007.  The  increase  in Real  Estate  inventory  in Rio  Rancho  was
attributable  to  capitalized  costs  incurred  for the  improvement  of certain
projects  that are in the  initial  stages of site  development.  The balance of
inventory  consisted of properties in Colorado.  Real estate investment  assets,
which includes land held for long-term  investment  located in areas not planned
to be developed in the near term and thus not offered for sale,  decreased  from
$12,165,000  at April 30, 2007 to $10,274,000 at October 31, 2007 primarily as a
result of the commercial rental property sold at AMREP Southwest.

Real  Estate  receivables  decreased  from  $25,117,000  at  April  30,  2007 to
$18,921,000  at October 31,  2007,  resulting  primarily  from the net effect of
payments received on previously issued mortgage notes offset in part by mortgage
notes  received  in  connection  with real estate  sales that closed  during the
second quarter of 2008.  Receivables  from Media Services  operations  increased
from $47,825,000 at April 30, 2007 to $53,153,000 at October 31, 2007, primarily
due to higher  quarter-end  billings at October  31, 2007  compared to April 30,
2007.

Accounts  payable and accrued  expenses  increased from $83,557,000 at April 30,
2007 to $85,892,000 at October 31, 2007, primarily as a result of an increase in
the amounts due publishers.  In addition,  under a distribution arrangement with
one publisher customer of the Newsstand  Distribution  Services  business,  that
publisher  bears the ultimate credit risk of  non-collection  of related amounts


                                       13
<PAGE>

due  from the  customers  to  which  the  Company  distributes  the  publisher's
magazines.   Accounts   receivable  subject  to  this  arrangement  were  netted
($22,835,000  was netted at October 31, 2007 and $21,106,000 was netted at April
30,  2007)  against  the  related  accounts  payable  due the  publisher  on the
accompanying consolidated balance sheets.

Deferred revenue relates to  consideration  received on certain real estate land
sales which are  accounted for under the  percentage  of  completion  method and
which will be recognized as revenue as the Company  completes  land  development
work  which  it  is  obligated  to  perform.  Deferred  revenue  decreased  from
$4,352,000  at April 30,  2007 to none at  October  31,  2007 as  related  sales
recorded under the percentage of completion were completed.

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

Capital  expenditures  amounted to  $4,019,000  and  $3,590,000 in the first six
months  of  2008  and  2007,   primarily  for  computer  hardware  and  software
development  expenditures  related to Kable's Fulfillment  Services business and
the acquisition of real estate investment property. The Company believes that it
has adequate cash and financing capability to provide for its anticipated future
capital expenditures.

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

The  Company is  obligated  to make future  payments  under  various  contracts,
including its debt  agreements and lease  agreements,  and is subject to certain
other  commitments and  contingencies.  The table below  summarizes  significant
contractual  obligations  as of October  31,  2007 for the items  indicated  (in
thousands):

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

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

       Notes payable           $43,769         $10,129           $33,215          $   425            $     -
       Operating leases
        and other               24,337           4,968             8,602            5,077              5,690
                              -----------    --------------    -------------     -------------    --------------
       Total                   $68,106         $15,097           $41,817          $ 5,502            $ 5,690
                              ===========    ==============    =============     =============    ==============
</TABLE>

The increase in notes payable was primarily due to additional  borrowings  under
the  AMREP  Southwest  revolving  line of  credit.  Operating  leases  and other
includes  $1,910,000 of unrecognized  tax benefits and related interest accrued
in  accordance  with FIN 48.  Refer  to  Notes 9, 14 and 15 to the  consolidated
financial  statements included in the 2007 Form 10-K for additional  information
on long-term debt and commitments and contingencies.

Discretionary Stock Repurchase Program
--------------------------------------

On July 16,  2007,  the  Company  announced  that its  Board  of  Directors  had
authorized the repurchase of up to 500,000 shares of the Company's  common stock
from time-to-time in the open market or through negotiated private  transactions
with  non-affiliates  of the Company.  On October 8, 2007, the Company announced
that it had  completed its  500,000-share  repurchase  program.  The shares were
purchased in open market  transactions  for a total  purchase  price,  including
commissions, of $15,933,000, or an average of $31.87 per share.

The Company also  announced  on October 8, 2007 that its Board of Directors  had
authorized a further  repurchase  of up to an additional  500,000  shares of the
Company's  common stock. The purchases may be made from  time-to-time  either in
the open market or through negotiated private  transactions with  non-affiliates
of the Company. As of October 31, 2007, the Company had purchased 116,400 shares
of the  additional  500,000  shares  in  open  market  transactions  for a total
purchase price,  including commissions,  of $4,063,000,  or an average of $34.91
per share.

                                       14
<PAGE>

During the period from  November 1, 2007 through  December 7, 2007,  the Company
repurchased  10,000 shares,  all in the open market,  for an aggregate  purchase
price,  including commissions, of $318,900, or an average of $31.89 per
share.

All repurchases  were funded from cash on hand and  borrowings,  and the Company
expects  to  fund  any  future  purchases  from  internally  generated  cash  or
borrowings.

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 Company's  2007 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
Company's  2007 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 project to
consolidate  the  operations  of  the  Fulfillment  Services  business  and  the
estimated  cost savings of the workforce  reduction.  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  several  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, 2007,  borrowings  of
$40,053,000 were subject to variable  interest rates.  Refer to Item 7(A) of the
2007 Form 10-K for additional information regarding quantitative and qualitative
disclosures about market risk.



                                       15
<PAGE>

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

The Company  purchased  shares of its common  stock in open market  transactions
during the  three-month  period  ended  October  31, 2007 as  summarized  in the
following table:

<TABLE>
<S>                                 <C>              <C>            <C>                 <C>
                                                                      Total Number of
                                                                    Shares Purchased as   Maximum Number of
                                     Total Number                     Part of Publicly  Shares that May Yet Be
                                       of Shares      Average Price   Announced Plans    Purchased Under the
            Period                   Purchased (1)   Paid Per Share     or Programs        Plans or Programs
----------------------------------- ---------------- --------------- ------------------ ----------------------

August 1, 2007 - August 31, 2007        250,000          $33.62           250,000              250,000
September 1, 2007 - September 30,
2007                                    186,000          $30.83           186,000               64,000
October 1, 2007 - October 31, 2007      180,400          $32.36           180,400              383,600
                                    ---------------- --------------- ------------------ ----------------------
              Total                     616,400          $32.41           616,400              383,600
                                    ================ =============== ================== ======================
</TABLE>

Note (1) - On July 16, 2007,  the Company  announced that its Board of Directors
had authorized  the  repurchase of up to 500,000 shares of the Company's  common
stock  from  time to time in the  open  market  or  through  negotiated  private
transactions. The 500,000 shares repurchase was completed on October 8, 2007. On
October  8,  2007,  the  Company  announced  that  its  Board of  Directors  had
authorized a further  repurchase of up to 500,000 shares of the Company's common
stock  from  time to time in the  open  market  or  through  negotiated  private
transactions. There is no designated expiration date for the program. All of the
purchases  were made in the open market and were part of the publicly  announced
programs.

                                       16
<PAGE>

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

The 2007 Annual  Meeting of  Shareholders  of the Company was held on October 2,
2007.  At the  meeting,  Samuel N.  Seidman and Lonnie A. Coombs were  reelected
directors of the Company by the following votes:

                                                  For            Withheld
                                                  ---            --------
       Samuel N. Seidman                        6,103,096         144,678
       Lonnie A. Coombs                         6,125,372         122,402

Item 5.  Other Information
-------  -----------------


On December 5, 2007 a warehouse of  approximately  30,000  square feet leased by
the Company in Oregon, Illinois was totally destroyed by fire. The warehouse was
used  principally  to store back issues of a number of  magazines  published  by
certain  customers for which the Company fills back-issue  orders as part of its
services  to these  customers.  The  Company  is in the very  earliest  stage of
reviewing its insurance  coverage and evaluating the impact of this event on its
operations  and is unable at this  point to reach  any  conclusions  as to these
matters  or to  determine  the  effect on its  financial  position,  results  of
operations and cash flows.

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.




                                       17
<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, 2007       AMREP CORPORATION
                                  (Registrant)

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





                                       18
<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.













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