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           January 31, 1996         
                                   -------------------------------------

                                       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                (I.R.S. 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         
                        --------                 -------

     Number  of  Shares  of  Common Stock,  par  value  $.10  per  share,
     outstanding at March 13, 1996 - 7,368,650, net of Treasury shares.
<PAGE>


                                  FORM 10-Q

                     AMREP CORPORATION AND SUBSIDIARIES

                                    INDEX
                                    -----


 PART I                                                          PAGE NO.
 ------                                                          --------

 Consolidated Financial Statements:

   Balance Sheets
     January 31, 1996 (Unaudited) and 
     April 30, 1995 (Audited)                                       1

   Statements of Operations and Retained Earnings (Unaudited)
     Nine Months Ended January 31, 1996 and 1995                    2

   Statements of Operations and Retained Earnings (Unaudited)
     Three Months Ended January 31, 1996 and 1995                   3

   Statements of Cash Flows (Unaudited)
     Nine Months Ended January 31, 1996 and 1995                   4-5

   Notes to Consolidated Financial Statements                        6

 Management's Discussion and Analysis                              7-8



 PART II
 -------

 Other Information                                                  9

 Signatures                                                        10

 Exhibit Index                                                     11
<PAGE>
                                FORM 10-Q
                    AMREP CORPORATION AND SUBSIDIARIES
                       Consolidated Balance Sheets
                     January 31, 1996 and April 30, 1995
             (Thousands, except par value and number of shares)

                                                January 31,   April 30,
                                                   1996          1995  
                                                -----------   ---------
                                                (Unaudited)   (Audited)
   ASSETS
   ------
   Cash and cash equivalents                       $  7,840    $  9,266
   Receivables, net:
     Real estate operations                           9,265      10,644
     Magazine circulation operations                 39,303      39,391
   Real estate inventory                             73,309      72,464
   Rental and other real estate projects              9,162      11,622
   Investment property                                8,205       8,751
   Property, plant and equipment-at cost-
     net of accumulated depreciation and
     amortization of $11,385 at January 31, 1996
     and $10,706 at April 30, 1995                   16,867      14,128
   Other assets                                      15,951      14,671
   Excess of cost of subsidiary over net
     assets acquired                                  5,205       5,205
                                                   --------    --------
                                                   $185,107    $186,142
                                                   ========    ========
   LIABILITIES AND SHAREHOLDERS' EQUITY
   ------------------------------------
   Accounts payable, deposits and 
     accrued expenses                              $ 29,617    $ 32,048
   Notes payable:
     Amounts due within one year                     19,400       9,105
     Amounts subsequently due                        37,277      50,015
   Collateralized mortgage obligations                2,292       2,533
   Deferred income taxes                             28,200      26,520
                                                   --------    --------
                                                    116,786     120,221
                                                   --------    --------
   Shareholders' equity:
     Common stock, $.10 par value; shares
       authorized--20,000,000; shares issued
       and outstanding--7,398,650 at January 31,
       1996 and 7,393,650 at April 30,1995              740         739
     Capital contributed in excess of par value      44,928      44,903
     Retained earnings                               22,833      20,279
     Treasury stock, at cost; 30,000 shares            (180)          -
                                                   --------    --------
                                                     68,321      65,921
                                                   --------    --------
                                                   $185,107    $186,142
                                                   ========    ========

   See notes to consolidated financial statements.
                                       -1-
                               FORM 10-Q
                   AMREP CORPORATION AND SUBSIDIARIES
  Consolidated Statements of Operations and Retained Earnings (Unaudited)
              Nine Months Ended January 31, 1996 and 1995
            (Thousands, except shares and per share amounts)

                                              1996           1995    
                                          ------------   ------------
REVENUES
--------
  Real estate operations:
    Home and condominium sales            $     68,365   $     64,081
    Land sales                                   4,840          8,703
                                          ------------   ------------
                                                73,205         72,784

  Magazine circulation operations               43,210         31,945
  Interest and other operations                  4,861          4,897
                                          ------------   ------------
                                               121,276        109,626
                                          ------------   ------------
COSTS AND EXPENSES
------------------
  Real estate cost of sales                     58,434         59,490
  Operating expenses:
    Magazine circulation operations             34,331         23,912
    Rental projects                                  -            607
    Real estate commissions and selling          4,701          4,558
    Other                                        4,757          4,600
  General and administrative:                                   
    Real estate operations and corporate         6,585          5,560
    Magazine circulation operations              5,140          3,644
  Interest, net                                  3,072          2,437
                                          ------------   ------------
                                               117,020        104,808
                                          ------------   ------------
    Income before provision
      for income taxes                           4,256          4,818

PROVISION FOR INCOME TAXES                       1,702          1,918
                                          ------------   ------------
    Net income                                   2,554          2,900 
    
RETAINED EARNINGS, beginning of period          20,279         16,264
                                          ------------   ------------
RETAINED EARNINGS, end of period          $     22,833   $     19,164
                                          ============   ============
NET INCOME PER SHARE                      $       0.35   $       0.40 
                                          ============   ============
    Weighted average number of common
      shares outstanding                     7,389,599      7,329,818
                                          ============   ============

See notes to consolidated financial statements.

                                       -2-
<PAGE>
                               FORM 10-Q
                   AMREP CORPORATION AND SUBSIDIARIES
  Consolidated Statements of Operations and Retained Earnings (Unaudited)
              Three Months Ended January 31, 1996 and 1995
            (Thousands, except shares and per share amounts)

                                              1996           1995    
                                          ------------   ------------
REVENUES
--------
  Real estate operations:
    Home and condominium sales            $     20,814   $     21,270
    Land sales                                   1,384          3,738
                                          ------------   ------------
                                                22,198         25,008

  Magazine circulation operations               14,145         11,677
  Interest and other operations                  1,601          1,275
                                          ------------   ------------
                                                37,944         37,960
                                          ------------   ------------
COSTS AND EXPENSES
------------------
  Real estate cost of sales                     17,720         19,978
  Operating expenses:
    Magazine circulation operations             11,265          8,661
    Rental projects                                  -            267
    Real estate commissions and selling          1,465          1,594
    Other                                        1,577          1,427
  General and administrative:                                   
    Real estate operations and corporate         2,286          1,882
    Magazine circulation operations              1,788          1,312
  Interest, net                                  1,019            886
                                          ------------   ------------
                                                37,120         36,007
                                          ------------   ------------
    Income before provision
      for income taxes                             824          1,953

PROVISION FOR INCOME TAXES                         330            778 
                                          ------------   ------------
    Net income                                     494          1,175 
    
RETAINED EARNINGS, beginning of period          22,339         17,989
                                          ------------   ------------
RETAINED EARNINGS, end of period          $     22,833   $     19,164
                                          ============   ============
NET INCOME PER SHARE                      $       0.07   $       0.16 
                                          ============   ============
    Weighted average number of common
      shares outstanding                     7,378,759      7,367,552
                                          ============   ============

See notes to consolidated financial statements.

                                       -3-
<PAGE>
                                FORM 10-Q
                     AMREP CORPORATION AND SUBSIDIARIES
              Statements of Cash Flows (Unaudited) (Page 1 of 2)
                 Nine Months Ended January 31, 1996 and 1995
                                 (Thousands)

                                                    1996          1995  
                                                ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                      $    2,554    $    2,900
                                                ----------    ----------
Adjustments to reconcile net income to
  net cash provided by operating activities -

    Depreciation and amortization                    6,579         4,699
    Changes in assets and liabilities -
      Receivables                                    1,287          (190)
      Real estate inventory                           (581)         (161)
      Rental and other real estate projects          2,460         2,583
      Investment property                              282          (194)
      Other assets                                  (6,271)       (3,634)
      Accounts payable, deposits and
        accrued expenses                            (2,431)          126
      Deferred income taxes                          1,680         1,860
                                                ----------    ----------
          Total adjustments                          3,005         5,089
                                                ----------    ----------
          Net cash provided by 
            operating activities                     5,559         7,989
                                                ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                              (4,328)       (2,007)
  Payment for purchase of Fulfillment
    Corporation of America                               -        (1,744)
  Other, net                                             -           600
                                                ----------    ----------
          Net cash used by investing activities     (4,328)       (3,151)
                                                ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt financing                      21,247        24,411
  Principal debt payments                          (23,931)      (28,341)
  Proceeds from exercise of stock options               27           448
                                                ----------    ----------
          Net cash used by financing
            activities                              (2,657)       (3,482)
                                                ----------    ----------




See notes to consolidated financial statements.
                                       

                                       -4-

                                 FORM 10-Q
                     AMREP CORPORATION AND SUBSIDIARIES
              Statements of Cash Flows (Unaudited) (Page 2 of 2)
                  Nine Months Ended January 31, 1996 and 1995
                                 (Thousands)


                                                   1996          1995   
                                                ----------    ----------

Increase (decrease) in cash and cash
 equivalents                                        (1,426)        1,356

CASH AND CASH EQUIVALENTS, beginning
  of period                                          9,266         6,623
                                                ----------    ----------
CASH AND CASH EQUIVALENTS, end
  of period                                     $    7,840    $    7,979
                                                ==========    ==========



SUPPLEMENTAL CASH FLOW INFORMATION:

  Interest paid - net of amounts capitalized    $    3,014    $    3,015
                                                ==========    ==========
  Income taxes paid                             $       22    $       58
                                                ==========    ==========























See notes to consolidated financial statements.



                                       -5-
<PAGE>
                               FORM 10-Q
                   AMREP CORPORATION AND SUBSIDIARIES
         Notes to Consolidated Financial Statements (Unaudited)
               Nine Months Ended January 31, 1996 and 1995






 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  January  31,   1995  Statement  of
          Operations   have  been  reclassified  to  conform   to   the
          presentation used at January 31, 1996.


















                                       -6-
<PAGE>
                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
                     Management's Discussion and Analysis of
          Financial Condition and Results of Operations  (Page 1 of 2)
                                 January 31, 1996


          FINANCIAL CONDITION
          -------------------

          Subsequent  to January 31,  1996,  the Company  finalized  an
          agreement  with  one  of its lenders for  a  development  and
          construction loan in the aggregate amount of $9.8 million  on
          a project in Colorado.    Portions of the loan mature in 1997
          and 1998,  but  may be extended for up to one year if certain
          provisions are met.


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

          Total  revenues  increased  approximately 11%  for  the  nine
          months  ended January 31, 1996,   and remained  approximately
          the  same for the third quarter,  as compared to the  similar
          periods last year. Results for the nine months reflect higher
          revenues  from  both housing sales and  magazine  circulation
          operations,  partially  offset by lower  revenues  from  land
          sales,  while the third quarter reflects higher revenues from
          magazine  circulation operations,  offset by  lower  revenues
          from  housing and land sales.   Revenues from  housing  sales
          increased   approximately  7% in the nine months  this  year,
          resulting  from an increase in the average selling  price  of
          homes  closed  from  $101,600 to  $113,800,  which  offset  a
          decrease  in housing unit deliveries from 631 to  601.  These
          revenues decreased approximately 2% in the third quarter this
          year,  due to a decrease in housing unit deliveries from  205
          to  175  which  was partially offset by an  increase  in  the
          average  selling  price  of homes  closed  from  $103,800  to
          $118,900.  The  increases in the average  selling  prices  on
          homes  closed  from  1995 to 1996  results  both  from  price
          increases  and  a  shift to the  building  of   larger,  more
          expensive  houses in Rio Rancho. The gross margin on  housing
          sales increased by approximately $3.8 million and $.8 million
          in the nine months and third quarter, respectively, this year
          as compared to the similar periods last year,  resulting from
          price increases as well as the favorable effect of production
          strategies  and  efficiencies introduced  last  fiscal  year. 
          Revenues  and related gross profit from land sales  decreased
          in  the  three  and nine month periods  in  1996  from  1995,
          primarily  due to a decrease in the level of  commercial  and
          industrial  lot sales.  Land sale revenues and related  gross
          profits  can  vary from period to period as a result  of  the
          nature  and timing of specific transactions,  and is  not  an
          indication of amounts that may be expected to occur in future

                                       -7-

                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations (Page 2 of 2)
                                January 31, 1996


          periods.   As a result of these factors,  gross  profit  from
          housing  and  land  sales  increased  by  approximately  $1.5
          million in the nine months and decreased by approximately $.6
          million  in  the third quarter this year as compared  to  the
          similar periods last year.

          The increase in real estate commissions and selling  expenses
          in  the  nine months this year was primarily  the  result  of
          increased  revenues from housing sales,  and the decrease  in
          the  third quarter this year was primarily the result of  the
          decrease  in  revenues  from land sales.   Real   estate  and
          corporate  general and administrative expenses  increased  by
          approximately  18%  and  21% in the  nine  and  three  months
          periods in 1996 compared to 1995;  increases in both  periods
          result   from  severance  payments  to   several   employees,
          increased  pension  plan expense resulting from   lower  than
          assumed   investment  performance  in  1994  and   additional
          employees,  legal  and other professional fees related to the 
          Company's ongoing  dispute with the Internal Revenue  Service 
          and other general  expenses.

          Revenues  from  magazine  circulation  operations   increased
          approximately  35%  and  21% in the  nine  months  and  third
          quarter,  respectively,  this year as compared to the similar
          periods last year primarily due to the acquisition in January
          1995  of the business of Fulfillment Corporation  of  America
          (FCA).  Revenues from the newsstand distribution services are
          generally  comparable  for the nine month  periods,  however,
          they  decreased approximately 11% in the third  quarter  1996
          compared  to  the prior year due to  decreased  billings  and
          magazine  sales  percentages.   At the  same  time  operating
          expenses have increased by a greater amount than revenues  in
          the nine months and third quarter,  due to costs   associated
          with  the integration of FCA's activities with  Kable's.   It
          is  expected  that  the profit  margin  of  the   Fulfillment
          Division  will  improve upon completion of  the   integration
          period.

          Interest  expense  increased  in the nine  months  and  third
          quarter this year due primarily to higher average  borrowings
          for  the magazine circulation operations and higher  interest
          rates,  since a large portion of the Company's borrowings are
          related  to the prime rate.   Interest and other  operations'
          revenues  less  related cost and expenses  increased  in  the
          third quarter this year primarily due to the gain on the sale
          of an industrial building.


                                       -8-
<PAGE>
                                      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:
                
                During the quarter ended January 31,  1996,  Registrant
                filed  a Current Report on Form 8-K (Date  of  earliest
                event reported:  January 18, 1996) reporting under Item
                5.  Other Events and Item 7.  Financial Statements  and    
                Exhibits.
          



                                       























                                       -9-
<PAGE>



                                   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:  March 13, 1996        By:    /s/ Mohan Vachani
                                               -----------------------
                                               Senior Vice President,
                                               Chief Financial Officer
                                               



          Dated:  March 13, 1996        By:    /s/ Peter M. Pizza
                                               -----------------------
                                               Controller
                                                                       
                                               









                                       -10-
<PAGE>




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




          27  Financial Data Schedule





































                                       -11-