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, 2005
                                     ----------------

                                       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 ]

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
October 31, 2005 - 6,634,112.


                                       1
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----



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

Item 1.  Financial Statements

         Consolidated Balance Sheets (Unaudited)
         October 31, 2005 and April 30, 2005                                   3

         Consolidated Statements of Operations and Retained Earnings
         (Unaudited) Three Months Ended October 31, 2005 and 2004              4

         Consolidated Statements of Operations and Retained Earnings
         (Unaudited) Six Months Ended October 31, 2005 and 2004                5

         Consolidated Statements of Cash Flows (Unaudited)
         Six Months Ended October 31, 2005 and 2004                            6

         Notes to Consolidated Financial Statements                        7 - 8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        9 - 12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           12

Item 4.  Controls and Procedures                                              12

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    12

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds     12 - 13

Item 4.  Submission of Matters to a Vote of Security Holders                  13

Item 5.  Other Information                                                    13

Item 6.  Exhibits                                                             13

SIGNATURE                                                                     14

EXHIBIT INDEX                                                                 15


                                       2
<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>

                                                                 October 31,  April 30,
                                                                     2005       2005
                                                                 ----------------------
<S>                                                              <C>          <C>
ASSETS:
Cash and cash equivalents ....................................   $  49,217    $  37,743
Receivables, net:
  Magazine service operations ................................      44,433       51,348
  Real estate operations .....................................       7,014        6,277
                                                                 ----------------------
                                                                    51,447       57,625

Real estate inventory ........................................      53,186       52,906
Investment assets - net ......................................      11,265       11,356
Property, plant and equipment, at cost, net of accumulated
  depreciation and amortization of $21,993 at October 31, 2005
  and $19,972 at April 30, 2005 ..............................      11,264       11,600

Other assets, net ............................................      13,530       12,347
Assets of discontinued operations ............................          --        5,541
Goodwill .....................................................       5,191        5,191
                                                                 ----------------------
        TOTAL ASSETS .........................................   $ 195,100    $ 194,309
                                                                 ======================

LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable and accrued expenses ........................   $  40,799    $  50,720

Liabilities of discontinued operations .......................          --           13
Notes payable:
  Amounts due within one year ................................       1,964        2,099
  Amounts subsequently due ...................................      12,017        9,955
                                                                 ----------------------
                                                                    13,981       12,054

Taxes payable ................................................       1,880        2,220
Deferred income taxes ........................................       8,165        6,117
Accrued pension cost .........................................       5,882        5,780
                                                                 ----------------------
        TOTAL LIABILITIES ....................................      70,707       76,904
                                                                 ----------------------

Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized - 20,000,000; 7,415,204 shares issued
    at October 31, 2005 and 7,414,704 at April 30, 2005 ......         741          741
  Capital contributed in excess of par value .................      45,555       45,395
  Retained earnings ..........................................      89,471       82,695
  Accumulated other comprehensive loss, net ..................      (5,976)      (5,976)
  Treasury stock, at cost; 781,092 shares at October 31, 2005
    and 788,592 shares at April 30, 2005 .....................      (5,398)      (5,450)
                                                                 ----------------------
        TOTAL SHAREHOLDERS' EQUITY ...........................     124,393      117,405
                                                                 ----------------------
        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...........   $ 195,100    $ 194,309
                                                                 ======================
</TABLE>
                See Notes to Consolidated Financial Statements.

                                       3
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended October 31, 2005 and 2004
                      (Thousands, except per share amounts)
<TABLE>

                                                                          2005       2004
                                                                        --------------------
<S>                                                                     <C>         <C>
REVENUES:

Magazine service operations .........................................   $ 22,695    $ 25,099

Real estate operations - land sales .................................     11,650       7,804

Interest and other ..................................................        502         327
                                                                        --------------------
                                                                          34,847      33,230
                                                                        --------------------
COSTS AND EXPENSES:

Magazine service operating expenses .................................     18,477      20,333

Real estate cost of sales ...........................................      5,365       2,847

Real estate commissions and selling .................................        312         389

Other operations ....................................................        307         586

General and administrative:
  Magazine service operations .......................................      1,982       1,848
  Real estate operations and corporate ..............................      1,120         890

Interest expense, net................................................         69         176
                                                                        --------------------
                                                                          27,632      27,069
                                                                        --------------------
        Income before income taxes ..................................      7,215       6,161

PROVISION  FOR  INCOME TAXES FROM CONTINUING OPERATIONS .............      2,153       1,791
                                                                        --------------------
NET INCOME FROM CONTINUING OPERATIONS ...............................      5,062       4,370

(LOSS) FROM OPERATIONS OF DISCONTINUED BUSINESS (NET OF INCOME TAXES)         (6)       (175)
                                                                        --------------------
NET INCOME ..........................................................      5,056       4,195

RETAINED EARNINGS, beginning of period ..............................     84,415      71,196
                                                                        --------------------
RETAINED EARNINGS, end of period ....................................   $ 89,471    $ 75,391
                                                                        ====================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED:
  CONTINUING OPERATIONS .............................................   $   0.76    $   0.66
  DISCONTINUED OPERATIONS ...........................................       0.00       (0.03)
                                                                        --------------------
EARNINGS PER SHARE - BASIC AND DILUTED ..............................   $   0.76    $   0.63
                                                                        ====================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING ................................................      6,630       6,615
                                                                        ====================
</TABLE>
                See Notes to Consolidated Financial Statements.

                                       4
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Six Months Ended October 31, 2005 and 2004
                      (Thousands, except per share amounts)
<TABLE>
                                                                                 2005        2004
                                                                               --------------------
<S>                                                                            <C>         <C>
REVENUES:

Magazine service operations ................................................   $ 44,850    $ 48,749

Real estate operations - land sales ........................................     19,059      17,486

Interest and other .........................................................        952         633
                                                                               --------------------
                                                                                 64,861      66,868
                                                                               --------------------
COSTS AND EXPENSES:

Magazine service operating expenses ........................................     36,982      39,250

Real estate cost of sales ..................................................     10,128       7,325

Real estate commissions and selling ........................................        578       1,038

Other operations ...........................................................        616         861

General and administrative:
  Magazine service operations ..............................................      4,144       3,914
  Real estate operations and corporate .....................................      2,129       1,744

Interest expense, net ......................................................        209         320
                                                                               --------------------
                                                                                 54,786      54,452
                                                                               --------------------
        Income before income taxes .........................................     10,075      12,416

PROVISION  FOR  INCOME TAXES FROM CONTINUING OPERATIONS ....................      3,211       4,105
                                                                               --------------------
NET INCOME FROM CONTINUING OPERATIONS ......................................      6,864       8,311

INCOME (LOSS) FROM OPERATIONS OF DISCONTINUED BUSINESS (NET OF INCOME TAXES)      3,556         (90)
                                                                               --------------------
NET INCOME .................................................................     10,420       8,221
DIVIDENDS PAID..............................................................     (3,644)     (2,645)
RETAINED EARNINGS, beginning of period .....................................     82,695      69,815
                                                                               --------------------
RETAINED EARNINGS, end of period ...........................................   $ 89,471    $ 75,391
                                                                               ====================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED:
  CONTINUING OPERATIONS ....................................................   $   1.04    $   1.26
  DISCONTINUED OPERATIONS ..................................................       0.53       (0.02)
                                                                               --------------------
EARNINGS PER SHARE - BASIC AND DILUTED .....................................   $   1.57    $   1.24
                                                                               ====================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING .......................................................      6,628       6,611
                                                                               ====================
</TABLE>
                See Notes to Consolidated Financial Statements.

                                       5
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 2005 and 2004
                                   (Thousands)
<TABLE>

                                                                  2005         2004
                                                                --------------------
<S>                                                             <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income ................................................   $ 10,420    $  8,221
                                                                --------------------
  Adjustments to reconcile net income to net cash provided by
    operating activities -
    Depreciation and amortization ...........................      2,618       2,436
    Non-cash credits and charges:
      Pension expense accrual ...............................        102          60
      Bad debt reserve ......................................        (65)       (141)
    Stock based compensation - Directors' Plan ..............        212         135
    Gain on condemnation of utility company .................     (5,516)         --
    Changes in assets and liabilities -
      Receivables ...........................................      6,243      (9,833)
      Real estate inventory .................................       (280)      1,853
      Other assets ..........................................     (1,670)       (725)
      Accounts payable and accrued expenses .................     (2,934)        867
      Taxes payable .........................................       (340)     (1,306)
      Deferred income taxes .................................      2,048         868
                                                                --------------------
          Total adjustments .................................        418      (5,786)
                                                                --------------------
          Net cash provided by operating activities .........     10,838       2,435
                                                                --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures ......................................     (1,694)     (1,982)
  Proceeds from sale of property, plant and equipment .......         --         180
  Proceeds from condemnation of utility company .............      4,047          --
                                                                --------------------
          Net cash provided (used) by investing activities ..      2,353      (1,802)
                                                              --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt financing ..............................     14,259       7,189
  Principal debt payments ...................................    (12,332)     (3,118)
  Proceeds from exercise of stock options ...................         --          35
  Dividends paid ............................................     (3,644)     (2,645)
                                                                --------------------
          Net cash provided (used) by financing activities ..     (1,717)      1,461
                                                                --------------------

          Increase in cash and cash equivalents .............     11,474       2,094

CASH AND CASH EQUIVALENTS, beginning of period ..............     37,743      26,805
                                                                --------------------

CASH AND CASH EQUIVALENTS, end of period ....................   $ 49,217    $ 28,899
                                                                ====================

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid - net of amounts capitalized ................   $    222    $    273
                                                                ====================

  Income taxes paid - net of refunds ........................   $  3,592    $  4,490
                                                                ====================
</TABLE>
                See Notes to Consolidated Financial Statements.

                                       6
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
              Three and Six Months Ended October 31, 2005 and 2004


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

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

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

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

Magazine service operations  accounts  receivable,  net consist of the following
(in thousands):

                                              October 31, 2005    April 30, 2005
                                              ----------------------------------

Fulfillment Services ...................           $22,537           $24,487
Distribution Services ..................            21,896            26,861
                                                   -------------------------
                                                   $44,433           $51,348
                                                   =========================

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

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

                                              October 31, 2005    April 30, 2005
                                              ----------------------------------

Software development costs ..............         $  9,190          $  7,296
Deferred Order Entry costs ..............            3,524             3,745
Prepaid Expenses ........................            1,432             1,587
Other ...................................            3,939             3,674
                                                  --------------------------
                                                    18,085            16,302
Less accumulated amortization ...........           (4,555)           (3,955)
                                                  --------------------------
                                                  $ 13,530          $ 12,347
                                                  ==========================

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

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

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

                                              October 31, 2005    April 30, 2005
                                              ----------------------------------

Publisher payables .......................          $26,138          $27,722
Deposit on utility company ...............               --            7,000
Accrued expenses .........................            5,554            6,849
Trade payables ...........................            3,219            3,827
Other ....................................            5,888            5,322
                                                    ------------------------
                                                    $40,799          $50,720
                                                    ========================

                                       7
<PAGE>

(5) Discontinued Operation
    ----------------------

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

Revenues of the Utility were $513,000 and $1,108,000 for the three and six month
periods  ended  October  31,  2004;  possession  of  the  Utility's  assets  was
transferred December 1, 2004,  accordingly,  there were no revenues for the same
periods of fiscal  2005.  Pretax  income  (loss) of the Utility was ($9,000) and
$5,645,000  for the three and six months ended October 31, 2005,  and ($278,000)
and ($143,000) for the same three and six month periods ended October 31, 2004.


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

The following tables set forth summarized data relative to the industry segments
for  continuing  operations  in which  the  Company  operated  for the three and
six-month periods ended October 31, 2005 and 2004.

<TABLE>
THREE MONTHS:
                                             Newsstand   Fulfillment   Real Estate
                                           Distribution   Services     Operations   Corporate   Consolidated
                                           -----------------------------------------------------------------
<S>                                        <C>           <C>           <C>          <C>         <C>
October 2005 (Thousands):
  Revenues .............................    $   3,181     $  19,514    $  11,975    $     177    $  34,847
  Operating and G&A expenses ...........        2,835        17,623        6,401          704       27,563
  Management fee .......................           36           213          249         (498)          --
  Interest expense, net ................          (48)          117           --           --           69
                                            --------------------------------------------------------------
  Pretax income (loss)
     contribution from continuing
     operations ........................    $     358    $   1,561     $    5,325   $     (29)   $   7,215
                                            ==============================================================

------------------------------------------------------------------------------------------------------------
October 2004 (Thousands):
  Revenues .............................    $   3,132    $  21,967    $   8,101    $      30    $  33,230
  Operating and G&A expenses ...........        2,474       19,707        4,212          500       26,893
  Management fee .......................           29          196          225         (450)          --
  Interest expense, net ................            1          153           --           22          176
                                            -------------------------------------------------------------
  Pretax income (loss)
     contribution from continuing
     operations ........................    $     628    $   1,911    $   3,664    $     (42)   $   6,161
                                            =============================================================

------------------------------------------------------------------------------------------------------------
SIX MONTHS:

October 2005 (Thousands):
  Revenues .............................    $   6,792    $  38,058    $  19,664    $     347    $  64,861
  Operating and G&A expenses ...........        5,657       35,468       12,112        1,340       54,577
  Management fee .......................           72          426          498         (996)          --
  Interest expense, net ................          (18)         227           --           --          209
                                            -------------------------------------------------------------
  Pretax income contribution from
     continuing operations .............    $   1,081    $   1,937    $   7,054    $       3    $  10,075
                                            =============================================================


  Identifiable assets ..................    $  35,244    $  44,907    $  75,039    $  34,719    $ 189,909

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

------------------------------------------------------------------------------------------------------------
October 2004 (Thousands):
  Revenues .............................    $   6,313    $  42,436    $  18,066    $      53    $  66,868
  Operating and G&A expenses ...........        5,116       38,048       10,013          955       54,132
  Management fee .......................           58          392          450         (900)          --
  Interest expense, net ................           (3)         280           --           43          320
                                            -------------------------------------------------------------
  Pretax income (loss)
     contribution from continuing
     operations ........................    $   1,142    $   3,716    $   7,603    $     (45)   $  12,416
                                            =============================================================

  Identifiable assets ..................    $  39,531    $  42,005    $  74,507    $  20,237    $ 176,280

  Intangible assets ....................    $   3,893    $   1,298    $      --    $      --    $   5,191
------------------------------------------------------------------------------------------------------------
</TABLE>
                                       8
<PAGE>

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

INTRODUCTION

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

The following  provides  information that management  believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial  condition.  The discussion should be read in conjunction with the
consolidated  financial  statements and accompanying notes. The Company's fiscal
year ends on April 30, and all  references in this Item 2 to the second  quarter
or first six months of 2006 and 2005 mean the three or six month  periods  ended
October 31, 2005 and October 31, 2004.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

RESULTS OF OPERATIONS

For the second quarter of fiscal 2006, net income was  $5,056,000,  or $0.76 per
share,  compared to net income of $4,195,000,  or $0.63 per share, in the second
quarter of the prior fiscal  year.  This  consisted  of 2006 second  quarter net
income from continuing operations of $5,062,000,  or $0.76 per share, and a loss
from  discontinued  operations  of $6,000,  which had no effect on earnings  per
share, versus net income from continuing operations of $4,370,000,  or $0.66 per
share, and a loss from discontinued  operations of $175,000, or $0.03 per share,
in the same period last year.  Revenues were  $34,847,000  in the second quarter
this year versus $33,230,000 in the second quarter of fiscal 2005.

For the first six months of fiscal 2006,  net income was  $10,420,000,  or $1.57
per share, compared to net income of $8,221,000, or $1.24 per share, in the same
period  of the  prior  fiscal  year.  This  consisted  of 2006 net  income  from
continuing  operations of  $6,864,000,  or $1.04 per share,  and net income from
discontinued  operations of  $3,556,000,  or $0.53 per share,  versus net income
from continuing  operations of $8,311,000,  or $1.26 per share,  and a loss from
discontinued  operations of $90,000, or $0.02 per share, in the same period last
year.  Revenues  were  $64,861,000  in the first  six  months  this year  versus
$66,868,000 in the same period of fiscal 2005.

                                       9
<PAGE>

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

Revenues from Kable's magazine service operations were $22,695,000 in the second
quarter of 2006 compared to  $25,099,000  in the same quarter last year, and for
the six-month  period ended October 31,  decreased from $48,749,000 last year to
$44,850,000  this year. The revenue decline in both the second quarter and first
six months of 2006 was principally caused by customer losses at Kable's Colorado
fulfillment  services  business that resulted in an 11% and 10% revenue decrease
in the Fulfillment  Services segment in these periods,  offset in part by slight
revenue increases in Newsstand  Distribution  Services revenues in both periods.
Magazine service operating  expenses decreased by $1,856,000 (9%) and $2,268,000
(6%) for the second  quarter  and first six months of 2006  compared to the same
periods last year, mainly due to decreased  expense in the Fulfillment  Services
business  of  $2,211,000  (12%)  and  $2,859,000  (8%)  resulting  in part  from
reductions in variable  expenses,  primarily  payroll,  as well as the effect of
certain  non-recurring  consulting charges incurred in the second quarter of the
prior  year.  Operating  costs for  Newsstand  Distribution  Services  increased
$355,000  (20%) and $591,000 (16%) in the second quarter and first six months of
2006  compared  to the same  periods  last year as a result of several  factors,
including increased benefit expenses caused by adverse health claims experience,
additional  marketing expenses and the amortization of the costs of distribution
contracts acquired in the third quarter of fiscal 2005.

Revenues from land sales at the Company's AMREP Southwest  subsidiary  increased
from $7,804,000 in the second quarter of 2005 to $11,650,000 in the same quarter
of the current  year.  For the six month  period ended  October 31, 2005,  these
revenues  increased from  $17,486,000  last year to $19,059,000 this year. These
improvements  were the result of increased sales of both  commercial  properties
and developed  residential lots in the Company's principal market of Rio Rancho,
New Mexico in fiscal 2006. The gross profit  percentage on land sales  decreased
from 64% and 58% in the second  quarter  and first six months of 2005 to 54% and
47% for the same periods of 2006 because a higher  proportion of developed lots,
which generally have lower gross profit margins than undeveloped lots, were sold
in the current year. The gross profit  contribution  from real estate operations
improved  significantly in the second quarter of 2006 compared to the prior year
period  due to higher  revenues  in this  year's  period,  but for the first six
months of this year the gross profit contribution decreased from the same period
last year,  primarily  because the prior year  included  the  revenues and gross
profit  contribution from condemnation  proceedings on the Company's last parcel
of land in Florida.  Revenues and related gross profits from land sales can vary
significantly  from period to period as a result of many factors,  including the
nature  and  timing  of  specific  transactions,   and  prior  results  are  not
necessarily a good indication of what may occur in future periods.

Real estate  commissions and selling expenses  decreased by $77,000 and $460,000
in the  second  quarter  and first six  months  of 2006 due  primarily  to costs
incurred  in the first  quarter of last year  associated  with the  condemnation
proceedings of the property in Florida  referred to above.  Such costs generally
vary  depending  upon the terms of specific sale  transactions.  Real estate and
corporate general and administrative expenses increased by $230,000 and $385,000
in the second quarter and first six months of the current year as a result of an
increase  in the  Company's  stock  price  which is used to value a  portion  of
directors' compensation paid in stock, the expiration of a sublease on corporate
office  space and the  addition  of a  corporate  general  counsel.  General and
administrative  costs of magazine operations  increased $134,000 and $230,000 in
the second  quarter and first six months of the current year primarily due to an
increase in health care costs resulting from adverse claims experience.

The Company's effective tax rate was 30% for the second quarter of 2006 compared
to 29% for the same period last year,  reflecting in each case the estimated tax
benefits  associated  with a charitable  contribution of land by the real estate
business in the second quarter of both fiscal years.  The effective tax rate was
32% for the first six months of 2006 versus 33% for the same period 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  service
operations,   and  from  borrowings  under  its  various   lines-of-credit   and
development loan agreements.

                                       10
<PAGE>

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

In April  2005,  various  of Kable's  subsidiaries  comprising  its  Fulfillment
Services and Newsstand  Distribution  Services  businesses entered into a credit
arrangement  with a bank that allows separate  revolving  credit  borrowings for
each  business  with  up to  $11,000,000  for  Fulfillment  Services  and  up to
$9,000,000 for Distribution  Services based upon a prescribed  percentage of the
borrower's  eligible accounts  receivable,  as defined. At October 31, 2005, the
borrowing  availability of the Fulfillment  Services  business was  $11,000,000,
against  which   $6,478,000  was   outstanding   with  interest  at  a  rate  of
approximately 6.1%, and the borrowing  availability of the Distribution Services
business was $9,000,000,  against which $3,978,000 was outstanding with interest
at a rate of approximately 5.8%. An additional $3,000,000 is available under the
credit arrangement for capital expenditures.

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

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

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

Inventories  amounted to $53,186,000 at October 31, 2005 compared to $52,906,000
at April 30, 2005.  Inventories  in the Company's core real estate market of Rio
Rancho were  $46,837,000 at October 31, 2005 and  $46,674,000 at April 30, 2005.
The balance of inventory consisted of properties in Colorado.

Receivables from magazine service operations decreased from $51,348,000 at April
30, 2005 to  $44,433,000  at October 31,  2005,  primarily  due to the timing of
quarter-end billings and cash collections. Accounts payable and accrued expenses
decreased  from  $50,720,000  at April 30, 2005 to  $40,799,000 at July 31, 2005
because a  $7,000,000  deposit  received in fiscal 2005 in  connection  with the
condemnation of the Company's El Dorado, New Mexico water utility subsidiary and
reflected as a liability at April 30, 2005 was applied to the total  proceeds of
the transaction and recorded in the first quarter of fiscal 2006 upon receipt of
the final payment due.

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

Capital  expenditures  amounted to  $1,694,000  and  $1,982,000 in the first six
months of 2006 and 2005,  and were  primarily  related to  purchases of computer
hardware and software from Kable's  Fulfillment  Services business.  The Company
believes that it has adequate  cash and financing  capability to provide for its
anticipated future capital expenditures.

The  Company is  obligated  to make future  payments  under  various  contracts,
including its debt agreements and lease agreements, and it is subject to certain
other  commitments and  contingencies.  The table below  summarizes  significant
contractual  cash obligations as of October 31, 3005 for the items indicated (in
thousands):

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


Notes payable ...........   $13,981    $ 1,964    $ 2,450    $ 7,505    $ 2,062
Operating leases ........    20,925      5,836      5,799      3,332      5,958
                            ---------------------------------------------------
Total ...................   $34,906    $ 7,800    $ 8,249    $10,837    $ 8,020
                            ===================================================

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

                                       11
<PAGE>

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

Certain information included herein and in other Company statements, reports and
filings with the Securities and Exchange  Commission is  forward-looking  within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. Refer to
Item 7 of the 2005 Form 10-K for a discussion of the  assumptions and factors on
which these  statements  are based.  Any changes in the actual  outcome of these
assumptions  and  factors  could  produce   significantly   different   results;
accordingly,  all  forward-looking  statements  should  be  evaluated  with  the
understanding  of their inherent  uncertainty.  AMREP 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,  2005,
approximately  $10,456,000  of the total  debt of  $13,981,000  was  subject  to
variable interest rates.  Refer to Item 7(A) of the Company's 2005 Form 10-K for
additional information regarding quantitative and qualitative  disclosures about
market risk.

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

Evaluation of Disclosure Controls and Procedures

The  Company's  management,  with  the  participation  of  the  Company's  chief
financial  officer  and  the  other  executive  officers  whose   certifications
accompany  this  quarterly  report,  has  evaluated  the  effectiveness  of  the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934) as of the end of the period covered by this
report.  As a result of such  evaluation,  the chief financial  officer and such
other  executive  officers  have  concluded  that such  disclosure  controls and
procedures are effective to provide  reasonable  assurance that the  information
required to be disclosed in the reports the Company  files or submits  under the
Securities  Exchange  Act of 1934 is (i)  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's   rules  and  forms,  and  (ii)  accumulated  and  communicated  to
management,  including  the chief  financial  officer  and the  other  executive
officers whose certificates accompany this quarterly report, as appropriate,  to
allow timely decisions regarding disclosure. The Company believes that a control
system,  no matter how well  designed  and  operated,  cannot  provide  absolute
assurance  that the  objectives of the control system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.

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 1. Legal Proceedings
------  -----------------

Reference  is  made to the  report  of the  legal  proceeding  entitled  "United
Magazine  Company,  et al. v. Murdoch Magazines  Distribution,  Inc., et al." in
Item 3 of the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
April 30, 2005, filed July 28, 2005. By Memorandum and Order dated September 22,
2005,  the Court  granted  the motion for summary  judgment  of the  defendants,
including the Company's subsidiary Kable News Company,  Inc., referred to in the
report of such legal  proceeding,  and judgment in favor of the  defendants  was
entered on September 27, 2005. It is expected  that the  plaintiffs  will appeal
the judgment.

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

Pursuant to the Company's 2002  Non-Employee  Directors' Stock Plan, the Company
issued an aggregate of 7,500 shares of its Common Stock to its six  non-employee
directors  on  September  15,  2005,  as partial  payment for their  services as
directors for the six months  preceding such issuance.  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.

                                       12
<PAGE>

The  following  table sets forth  certain  information  concerning  purchases of
outstanding  Common Stock of the Company  during the fiscal  quarter  covered by
this quarterly report on Form 10-Q.
<TABLE>
                                                                      Total Number of             Maximum Number (or
                               Total Number                          Shares (or Units)        Approximate Dollar Value)
                                 of Shares      Average Price      Purchased as Part of      of Shares (or Units) that
                                (or Units)         Paid per         Publicly Announced          May Yet Be Purchased
       Period                    Purchased     Share (or Unit)     Plans or Programs (1)   Under the Plans or Programs (1)
--------------------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>                 <C>                     <C>
August 2005 ................         --              --                   --                              --
September 2005 .............      7,500 (2)      $28.50                   --                              --
October 2005 ...............         --              --                   --                              --
                                  --------------------------------------------------------------------------
Total ......................      7,500          $28.50                   --                              --
                                  ==========================================================================
<FN>

----------------------------
(1)  The Company has no pending  publicly  announced share  repurchase  plans or
     programs.

(2)  Purchased by an affiliate of the Company in the open market.
</FN>
</TABLE>

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

The 2005 Annual Meeting of Shareholders of the Company was held on September 21,
2005. At the meeting,  Elmer F. Hansen,  Jr. was elected a director and Nicholas
G. Karabots and Albert V. Russo were  reelected  directors of the Company by the
following votes:

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

Elmer F. Hansen, Jr.                   6,200,299           165,980
Nicholas G. Karabots                   6,246,788           119,491
Albert V. Russo                        6,352,899            13,380

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

At its meeting held  September  21, 2005,  the Board of Directors of the Company
terminated   the  Company's   Non-Employee   Directors   Option  Plan  effective
immediately  following the grants of options made following the Company's Annual
Meeting of Shareholders  held that date.  Under the Plan,  following each Annual
Meeting each  non-employee  director was granted a five-year  option to purchase
500 shares of Common  Stock of the Company at the fair market  value at the time
of the grant.

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.



                                       13
<PAGE>


                                    SIGNATURE
                                    ---------

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

Date:  December 14, 2005        AMREP CORPORATION
                                (Registrant)

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


                                       14
<PAGE>

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



Exhibit No.                          Description
--------------------------------------------------------------------------------

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

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

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

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


                                       15