SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                     FORM 10-Q


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

For the quarterly period ended       July 31, 1998
                              -------------------------
                      
                                    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 subject to such filing requirements
for the past 90 days.
                                                    Yes   X    No 
                                                        -----     -----
Number of Shares of Common Stock, par value $.10 per share, outstanding
at September 11, 1998 - 7,368,650.

<PAGE>


                       FORM 10-Q
            AMREP CORPORATION AND SUBSIDIARIES

                         INDEX
                         -----



PART I                                                                 PAGE NO.
------
Consolidated Financial Statements:

         Balance Sheets
            July 31, 1998 (Unaudited) and
            April 30, 1998 (Audited)                                       1

         Statements of Operations and Retained Earnings (Unaudited)
            Three Months Ended July 31, 1998 and 1997                      2

         Statements of Cash Flows (Unaudited)
            Three Months Ended July 31, 1998 and 1997                      3

         Notes to Consolidated Financial Statements                        4

Management's Discussion and Analysis                                     5-6



PART II
-------

Other Information                                                          7

Signatures                                                                 8

Exhibit Index                                                              9

<PAGE>


                  FORM 10-Q
       AMREP CORPORATION AND SUBSIDIARIES
              Consolidated Balance Sheets
            July 31, 1998 and April 30, 1998
     (Thousands, except par value and number of shares)

                                         July 31, 1998          April 30, 1998
                                       ----------------      -----------------
                                          (Unaudited)              (Audited)
ASSETS
------
Cash and cash equivalents             $       15,189        $          20,517
Receivables, net:
    Real estate operations                    12,620                   11,107
    Magazine circulation operations           61,290                   57,408
Real estate inventory                        106,380                   99,904
Other real estate investments                    766                    1,497
Property, plant and equipment, at cost,
    net of accumulated depreciation 
    and amortization of $13,708 at
    July 31, 1998 and $13,260 at
    April 30, 1998                            17,658                   17,658
Other assets                                  14,619                   15,473
Excess of cost of subsidiary over net
   assets acquired net of accumulated
   amortization of $95 at July 31, 1998 
   and $68 at April 30, 1998.                  6,177                    6,204
                                       -------------        -----------------
                                      $      234,699        $         229,768
                                       =============        =================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable, deposits and accrued
   expenses                           $       38,420        $          40,352
Notes payable:
    Amounts due within one year               29,700                   28,511
    Amounts subsequently due                  60,505                   55,737
Taxes payable:
    Amounts due within one year                2,720                    4,616
    Amounts subsequently due                  13,923                   13,923
Deferred income taxes                          2,509                    2,589
                                       -------------         ----------------
                                             147,777                  145,728
                                       -------------         ----------------
Shareholders' equity:
    Common stock, $.10 par value;
       shares authorized -- 20,000,000
       shares issued and outstanding
       -- 7,398,677 at July 31, 1998
       and April 30, 1998                        740                      740
Capital contributed in excess of par value    44,928                   44,928
Retained earnings                             41,434                   38,552
Treasury stock, at cost; 30,027 shares          (180)                    (180)
                                       -------------         ----------------
                                              86,922                   84,040
                                       -------------         ----------------
                                      $      234,699        $         229,768
                                       =============         ================
          
               See notes to consolidated financial statements.
                              
                                   1
<PAGE>

                                      
                   
                    FORM 10-Q
         AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
              Three Months Ended July 31, 1998 and 1997
                (Thousands, except per share amounts)

                                            1998                     1997
                                       -------------         ---------------- 
REVENUES
--------
Real estate operations:
  Home and condominium sales      $          20,848        $         18,869
    Land sales                                9,673                   4,306
                                       -------------         ----------------
                                             30,521                  23,175

Magazine circulation operations              14,250                  13,006
Interest and other operations                 1,452                   1,614
                                       -------------         ----------------

                                             46,223                  37,795
                                       -------------         ----------------


COST AND EXPENSES
-----------------
Real estate cost of sales:
  Home and condominium sales                 18,147                  16,221
  Land sales                                  5,089                   2,342
Operating expenses:
  Magazine circulation operations            10,903                  10,587
  Real estate commissions and selling         1,776                   1,728
  Other operations                              710                   1,559
General and administrative:
  Real estate operations and corporate        1,985                   1,792
  Magazine circulation operations             1,682                   1,569
Interest, net                                 1,128                   1,156
                                       -------------         ----------------

                                             41,420                  36,954
                                       -------------         ----------------
      Income before income taxes              4,803                     841

PROVISION FOR INCOME TAXES                    1,921                     336
                                       -------------         ----------------
NET INCOME                                    2,882                     505

RETAINED EARNINGS, beginning of period       38,552                  30,346
                                       -------------         ----------------
RETAINED EARNINGS, end of period       $     41,434          $       30,851
                                       =============         ================
EARNINGS PER SHARE - BASIC AND DILUTED $       0.39          $         0.07
                                       =============         ================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                            7,369                   7,369
                                        ============             ===========
         
                    See notes to consolidated financial statements.

                                        2
<PAGE>

                                      


                    FORM 10-Q
         AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Cash Flows (Unaudited)
        Three Months Ended July 31, 1998 and 1997
                   (Thousands)
                                               1998               1997
                                          -------------     ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                 $      2,882       $        505
                                          -------------     ----------------
Adjustments to reconcile net income
 to net cash provided by operating
 activities -
    Depreciation and amortization                   775                825
    Changes in assets and liabilities -
         Receivables                             (5,395)           (10,799)
         Real estate inventory                   (6,476)               935
         Other real estate projects                 731                874
         Other assets                               570               (738)
         Accounts payable, deposits
           and accrued expenses                  (1,932)             4,208
         Taxes payable                           (1,896)              (326)
         Deferred income tax                        (80)                 -
                                          -------------     ----------------
              Total adjustments                 (13,703)            (5,021)
                                          -------------     ----------------
              Net cash used by
               operating activities             (10,821)            (4,516)
                                          -------------     ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                           (464)              (575)
                                          -------------     ----------------
              Net cash used by
               investing activities                (464)              (575)
                                          -------------     ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt financing                 21,930             13,390
    Principal debt payments                     (15,973)           (15,195)
                                          -------------     ----------------
              Net cash (used) provided
                by financing activities           5,957             (1,805)
                                          -------------     ----------------

Increase (decrease) in cash and cash
   equivalents                                   (5,328)            (6,896)

CASH AND CASH EQUIVALENTS,
    beginning of period                          20,517             16,178
                                          -------------     ----------------

CASH AND CASH EQUIVALENTS,
    end of period                         $      15,189       $      9,282
                                          =============     ================

SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid - net of amounts
     capitalized                           $      1,096       $      1,118
                                          =============     ================
    Income taxes paid                      $      3,969       $        654
                                          =============     ================

               See notes to consolidated financial statements.

                                   3
<PAGE>

                                                             
                         FORM 10-Q
          AMREP CORPORATION AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited)
             Three Months Ended July 31, 1998 and 1997







Note 1:  The consolidated financial statements included herein have been 
-------  prepared by the Company, without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission.  The 
         consolidated financial statements reflect all adjustments which are,
         in the opinion of management, necessary to reflect a fair presentation
         of the results for the interim periods presented.  Certain information
         and footnote disclosures normally included in financial statements
         prepared in accordance with generally accepted accounting principles
         have been condensed or omitted pursuant to such rules and regulations,
         although the Company believes that the disclosures are adequate to 
         make the information presented not misleading.  It is suggested that
         these consolidated financial statements be read in conjunction with
         the consolidated financial statements and the notes thereto included
         in the Company's latest annual report on Form 10-K.




Note 2:  Certain amounts in the July 31, 1997 Statement of Cash Flows have been
-------  reclassified to conform to the presentation used at July 31, 1998.



                                        4
<PAGE>


                        FORM 10-Q
          AMREP CORPORATION AND SUBSIDIARIES
        Management's Discussion and Analysis of
Financial Condition and Results of Operations (Page 1 of 2)
                      July 31, 1998


RESULTS OF OPERATIONS
---------------------
Total  revenues for the first quarter of fiscal 1999 increased 22% from the same
period last year,  reflecting  higher revenues from both real estate operations
and magazine circulation operations.

Revenues from real estate operations increased 32% during the three months ended
July 31, 1998  compared  to the prior year,  resulting  from  increases  in both
housing and land sales.  Revenues from housing sales  increased 10%  principally
due to revenues from deliveries contributed by the Company's northern California
operations,  which were  acquired  in  September  1997.  Total  unit  deliveries
remained at 163 in both periods while the average  selling price of homes closed
increased 10% from $115,800 to $127,900,  reflecting the  additional  deliveries
from  California,  where  average  selling  prices are higher  than those in New
Mexico and Colorado. In addition, the average gross profit percentage on housing
sales  declined  slightly  from 14% to 13% which was  primarily  the result of a
lower gross profit percentage from the northern California operations than those
from the New Mexico and Colorado operations.

Revenues  and related  gross profit from land sales  increased by  approximately
$5.4 million and $2.6 million, respectively, in the first quarter of fiscal 1999
as compared to the similar period last year, primarily due to an increase in the
level of commercial  and  industrial  lot sales in New Mexico as well as a large
land sale at the  Company's  northern  California  operation.  The gross  profit
percentage  on land  sales  was 47% in fiscal  year 1999 and 46% in fiscal  year
1998. Land sale revenues and related gross profits can vary from year to year as
a result of the  nature  and  timing of  specific  transactions,  and are not an
indication  of amounts  that may be  expected to occur in future  periods.  As a
result of these factors,  gross profit from real estate operations  increased by
approximately  $2.7  million in the first  quarter of fiscal 1999 as compared to
the similar period last year, predominately from the increased land sales.

Revenues from magazine circulation  operations increased by approximately 10% in
the first  quarter of fiscal  1999,  principally  due to  increases in Newsstand
Distribution   Services.   Revenues   from   Distribution   Services   increased
approximately  29% due to an increase  in the volume of  magazine  sales and new
business.  Revenues in Fulfillment  Services  remained  comparable  from year to
year.  The  major   realignment  and   consolidation  of  relationships  in  the
distribution chain for magazines which developed during 1996 continues to affect
the  industry,  and the Company  continues  to address the  situation.  Magazine
circulation  operating expenses have decreased from approximately 81% of related
revenues in the first quarter last year to approximately 77% of related revenues
in the current  year,  reflecting  the  favorable  impact of cost  reduction and
efficiency  initiatives.  As a result of these  factors,  operating  income from
magazine circulation operations increased by approximately $900,000 in the first
quarter this year as compared to the similar period last year.



                              5
<PAGE>



          AMREP CORPORATION AND SUBSIDIARIES
        Management's Discussion and Analysis of
Financial Condition and Results of Operations (Page 2 of 2)
                      July 31, 1998

Interest and other operations revenue decreased by approximately $162,000 in the
first  quarter this year as compared to the similar  period last year  primarily
due to the absence of revenues  from the Rio Rancho Golf and Country  Club which
was sold during the third quarter of fiscal 1998, partially offset by management
fees and equity income in partnerships from the northern  California  operations
which were acquired in the second  quarter of fiscal year 1998.  The decrease in
other  operations  expenses of $849,000 is primarily  due to the sale  discussed
above.

Real estate commissions and selling expenses remained  approximately the same in
the first  quarter of fiscal 1999 as  compared to the similar  period last year.
Selling cost related to housing sales increased in proportion to the increase in
revenues,  and was offset by reductions in fixed costs related to commercial and
industrial  land sales.  Real estate and  corporate  general and  administrative
expenses increased 11%,  principally as a result of the Company's expansion into
northern  California  commencing in September 1997.  General and  administrative
costs of the magazine  circulation  operations  increased by  approximately  7%,
moderately lower than the revenue increase.

Interest  expense  decreased by  approximately 2% in the first quarter of fiscal
1999,  primarily  due to an  increase in the amount of  capitalized  real estate
interest  related to the higher  inventory  levels in  northern  California  and
Colorado,  partially  offset by higher average  borrowings  related to increased
levels of receivables and inventories.

FINANCIAL CONDITION
-------------------
Receivables from magazine circulation operations increased from $57.4 million at
April 30, 1998 to $61.3  million at July 31,  1998,  resulting  from the revenue
increase in magazine  circulation  operations and the timing of monthly billings
as well as from delays in payments  experienced by Kable from wholesalers, which
Kable  believes is  partially a result of the  industry  consolidation  issue as
referenced  to above.  In  addition,  real estate  inventory  and notes  payable
increased by approximately $6.5 million and $6.0 million,  respectively, at July
31,  1998,  compared  to April 30,  1998,  primarily  due to land  acquisitions,
increases  in  construction  inventory  and related  financing  at the  northern
California  operations.  Also,  accounts payable,  deposits and accrued expenses
decreased by approximately $1.9 million at July 31, 1998,  compared to April 30,
1998. As a result, cash decreased by $5.3 million.

YEAR 2000
---------
The Company  utilizes a number of software  systems in conjunction with its real
estate and magazine circulation operations. The Company has and will continue to
make certain  investments in its software systems and applications to ensure the
Company  is  Year  2000  compliant.  The  Company  is  also  in the  process  of
ascertaining the impact of Year 2000 compliance in its relationship with vendors
and suppliers. The financial impact of becoming Year 2000 compliant has not been
and is not  expected  to be  material  to the  Company's  financial  position or
results of operations in a given year.
                                   
                                   6

<PAGE>
          

          
                        FORM 10-Q
           AMREP CORPORATION AND SUBSIDIARIES

                        PART II

                   Other Information
                   -----------------







         Item 6.           Exhibits and Reports on Form 8-K
         -------           --------------------------------

                           (a)      Exhibits:

                                    27.     Financial Data Schedule

                           (b)      Reports on Form 8-K
 
                                    No reports on Form 8-K were filed by the
                                    Registrant during the quarter ended
                                    July 31, 1998.

 
                                   7
<PAGE>


                                                              

                          FORM 10-Q
             AMREP CORPORATION AND SUBSIDIARIES

                         SIGNATURES
                         ----------



     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.



                                                      AMREP Corporation
                                                      (Registrant)



          Dated:  September 11, 1998           By:      /s/ Mohan Vachani
                                                        -----------------
                                                        Mohan Vachani
                                                        Senior Vice President,
                                                        Chief Financial Officer



          Dated:  September 11, 1998            By:      /s/ Peter M. Pizza
                                                         ------------------
                                                         Peter M. Pizza
                                                         Controller

                                        8
<PAGE>


                        FORM 10-Q
           AMREP CORPORATION AND SUBSIDIARIES

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






           27              Financial Data Schedule