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                January 31, 2009
                               -------------------------------------------------

                                       OR

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

For the transition period from                         to
                               -----------------------   -----------------------

                          Commission File Number   1-4702
                                                 ----------

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

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

300 Alexander Park , Suite 204, Princeton, New Jersey              08540
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code           (609) 716-8200
                                                   -----------------------------

                                 Not Applicable
--------------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)

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

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

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer                       Accelerated filer          X
                        ---                                             ---

Non-accelerated filer                         Smaller reporting company
                        ---                                             ---
(Do not check if a smaller reporting company)



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
February 28, 2009 - 5,996,212.
<PAGE>
                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----


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

          Consolidated Balance Sheets (Unaudited)
           January 31, 2009 and April 30, 2008                              1

          Consolidated Statements of Operations and Retained Earnings
           (Unaudited) Three Months Ended January 31, 2009 and 2008         2

          Consolidated Statements of Operations and Retained Earnings
           (Unaudited) Nine Months Ended January 31, 2009 and 2008          3

          Consolidated Statements of Cash Flows
           (Unaudited) Nine Months Ended January 31, 2009 and 2008          4

          Notes to Consolidated Financial Statements (Unaudited)            5

Item 2.  Management's  Discussion and Analysis of Financial Condition
          and Results of Operations                                        13

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        21

Item 4.  Controls and Procedures                                           21

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                 22

Item 1A. Risk Factors                                                      22

Item 6.  Exhibits                                                          23

SIGNATURE                                                                  24

EXHIBIT INDEX                                                              25

<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
------- --------------------

                       AMREP CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheets (Unaudited)
               (Thousands, except par value and number of shares)
<TABLE>
<S>                                                                                <C>                   <C>


                                                                                      January 31,             April 30,
                                                                                          2009                  2008
                                                                                   ------------------    ------------------
ASSETS:
Cash and cash equivalents                                                          $      18,347         $        32,608
Restricted cash                                                                            3,856                       -
Receivables, net:
  Real estate operations                                                                   4,064                  13,124
  Media services operations                                                               50,059                  45,701
                                                                                   ------------------    ------------------
                                                                                          54,123                  58,825

Taxes receivable                                                                           1,487                       -
Real estate inventory                                                                     81,817                  70,252
Investment assets, net                                                                    11,394                  10,300
Property, plant and equipment, net                                                        32,500                  28,914
Intangible and other assets, net                                                          27,182                  29,913
Goodwill                                                                                  54,139                  54,139
                                                                                   ------------------    ------------------
  TOTAL ASSETS                                                                     $     284,845         $       284,951
                                                                                   ==================    ==================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable, net and accrued expenses                                         $      77,850         $        98,532
Notes payable:
  Amounts due within one year                                                             27,029                   4,816
  Amounts subsequently due                                                                15,366                  21,164
                                                                                   ------------------    ------------------
                                                                                          42,395                  25,980

Taxes payable                                                                                  -                     980
Deferred income taxes and other long-term liabilities                                     14,653                  12,358
Accrued pension cost                                                                       2,010                   2,045
                                                                                   ------------------    ------------------
  TOTAL LIABILITIES                                                                      136,908                 139,895
                                                                                   ------------------    ------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
  Shares authorized - 20,000,000; 7,420,704 shares issued at
  January 31, 2009 and 7,419,704 at April 30, 2008                                           742                     742
Capital contributed in excess of par value                                                46,100                  46,085
Retained earnings                                                                        131,274                 128,408
Accumulated other comprehensive loss, net                                                 (3,522)                 (3,522)
Treasury stock, at cost; 1,424,492 shares                                                (26,657)                (26,657)
                                                                                   ------------------    ------------------
  TOTAL SHAREHOLDERS' EQUITY                                                             147,937                 145,056
                                                                                   ------------------    ------------------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $     284,845         $       284,951
                                                                                   ==================    ==================

</TABLE>


                                       1
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended January 31, 2009 and 2008
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2009                  2008
                                                                                   ------------------    ------------------
REVENUES:
Real estate land sales                                                             $         521         $         6,302
Media services operations                                                                 35,051                  36,458
Interest and other                                                                           148                     675
                                                                                   ------------------    ------------------
                                                                                          35,720                  43,435
                                                                                   ------------------    ------------------
COSTS AND EXPENSES:
Cost of sales - real estate land sales                                                       333                   2,332
Operating expenses:
  Media services operations                                                               30,874                  30,492
  Real estate commissions and selling                                                         79                     300
  Other                                                                                      465                    (305)
General and administrative:
  Media services operations                                                                3,545                   3,228
  Real estate operations and corporate                                                     1,182                   1,259
Restructuring and fire recovery costs, net                                                   (83)                    387
Interest expense, net of capitalized amounts                                                 222                     274
                                                                                   ------------------    ------------------
                                                                                          36,617                  37,967
                                                                                   ------------------    ------------------
INCOME (LOSS) BEFORE INCOME TAXES                                                           (897)                  5,468

PROVISION (BENEFIT) FOR INCOME TAXES                                                        (797)                  2,022
                                                                                   ------------------    ------------------
NET INCOME (LOSS)                                                                           (100)                  3,446

RETAINED EARNINGS, beginning of period                                                   131,374                 124,433
                                                                                   ------------------    ------------------
RETAINED EARNINGS, end of period                                                   $     131,274          $      127,879
                                                                                   ==================    ==================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED                                      $       (0.02)         $         0.57
                                                                                   ==================    ==================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                       5,996                   6,014
                                                                                   ==================    ==================

</TABLE>



                                       2
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Nine Months Ended January 31, 2009 and 2008
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2009                  2008
                                                                                    ------------------    ------------------
REVENUES:
Real estate land sales                                                             $       6,594         $        27,613
Media services operations                                                                104,328                 104,317
Interest and other                                                                           658                   4,955
                                                                                   ------------------    ------------------
                                                                                         111,580                 136,885
                                                                                   ------------------    ------------------
COSTS AND EXPENSES:
Cost of sales - real estate land sales                                                       853                   9,663
Operating expenses:
  Media services operations                                                               91,324                  90,237
  Real estate commissions and selling                                                        248                     641
  Other                                                                                      999                     620
General and administrative:
  Media services operations                                                                9,825                   9,568
  Real estate operations and corporate                                                     3,257                   3,447
Restructuring and fire recovery costs, net                                                   629                     807
Interest expense, net of capitalized amounts                                                 481                     899
                                                                                   ------------------    ------------------
                                                                                         107,616                 115,882
                                                                                   ------------------    ------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                                      3,964                  21,003

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                                      1,098                   7,770
                                                                                   ------------------    ------------------
INCOME FROM CONTINUING OPERATIONS                                                          2,866                  13,233
LOSS FROM OPERATIONS OF DISCONTINUED BUSINESS (NET OF INCOME TAXES)                            -                     (57)
                                                                                    ------------------    ------------------
NET INCOME                                                                                 2,866                  13,176
RETAINED EARNINGS, beginning of period                                                   128,408                 121,333
DIVIDENDS PAID                                                                                 -                  (6,630)
                                                                                    ------------------    ------------------
RETAINED EARNINGS, end of period                                                   $     131,274         $       127,879
                                                                                    ==================    ==================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
  CONTINUING OPERATIONS                                                            $        0.48         $          2.09
  DISCONTINUED OPERATIONS                                                                      -                   (0.01)
                                                                                   ------------------    ------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                             $        0.48         $          2.08
                                                                                   ==================    ==================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                       5,996                   6,332
                                                                                   ==================    ==================

</TABLE>


                                       3
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Nine Months Ended January 31, 2009 and 2008
                                   (Thousands)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2009                  2008
                                                                                   ------------------    ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                        $       2,866            $     13,176
 Adjustments to reconcile net income to net cash provided by
 operating activities:
  Depreciation and amortization                                                            7,644                   8,014
  Non-cash credits and charges:
   Pension benefit                                                                           (35)                   (246)
   Allowance for doubtful accounts                                                           190                    (349)
(Gain) loss on disposition of assets, net                                                     59                  (1,781)
Changes in assets and liabilities:
   Receivables                                                                            (1,459)                  3,184
   Real estate inventory                                                                  (5,020)                (15,940)
   Intangible and other assets                                                              (196)                 (1,152)
   Accounts payable and accrued expenses                                                 (21,369)                  4,944
   Taxes payable                                                                          (2,467)                  2,053
   Deferred income taxes and other long-term liabilities                                   2,295                   3,236
                                                                                   ------------------    ------------------
    Total adjustments                                                                    (20,358)                  1,963
                                                                                    ------------------    ------------------
    Net cash provided by (used in) operating activities                                  (17,492)                 15,139
                                                                                    ------------------    ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:

 Capital expenditures - property, plant and equipment                                     (1,521)                 (4,565)
 Capital expenditures - investment assets                                                      -                  (1,097)
 Acquisition, net of cash acquired                                                        (3,075)                    195
 Proceeds from disposition of assets                                                           -                   4,749
 Restricted cash                                                                          (3,856)                      -
                                                                                   ------------------    ------------------
    Net cash used in investing activities                                                 (8,452)                   (718)
                                                                                   ------------------    ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Acquisition of treasury stock                                                                -                 (21,363)
  Exercise of stock options                                                                   15                       -
  Proceeds from debt financing                                                            51,137                  71,081
  Principal debt payments                                                                (39,469)                (74,683)
  Dividends paid                                                                               -                  (6,630)
                                                                                    ------------------    ------------------
    Net cash provided by (used in) financing activities                                   11,683                 (31,595)
                                                                                   ------------------    ------------------
DECREASE IN CASH AND CASH EQUIVALENTS                                                    (14,261)                (17,174)
CASH AND CASH EQUIVALENTS, beginning of period                                            32,608                  42,102
                                                                                   ------------------    ------------------

CASH AND CASH EQUIVALENTS, end of period                                           $      18,347         $        24,928
                                                                                   ==================    ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid - net of amounts capitalized                                        $         458         $         1,029
                                                                                   ==================    ==================
 Income taxes paid - net of refunds                                                $       1,834         $         2,447
                                                                                   ==================    ==================
 Non-cash transactions:
  Transfer to real estate inventory from receivables                               $       6,530         $         3,892
                                                                                   ==================    ==================
  Transfer to real estate investment assets from receivables                       $       1,125         $             -
                                                                                   ==================    ==================
</TABLE>

                                       4
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Nine Months Ended January 31, 2009 and 2008

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

The accompanying  unaudited consolidated financial statements 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,  these unaudited
consolidated financial statements include all adjustments, which are of a normal
recurring  nature,  necessary to reflect a fair  presentation of the results for
the interim  periods  presented.  The  results of  operations  for such  interim
periods are not necessarily indicative of what may occur in future periods.

The  unaudited  consolidated  financial  statements  herein  should  be  read in
conjunction  with the  Company's  annual  report on Form 10-K for the year ended
April 30, 2008,  which was  previously  filed with the  Securities  and Exchange
Commission. All references to the third quarter or first nine months of 2009 and
2008 mean the fiscal  three and nine month  periods  ended  January 31, 2009 and
2008.

Certain 2008 financial  statement  amounts have been  reclassified to conform to
the current year presentation.

(2) Restricted Cash
    ---------------

Restricted cash of $3,856,000 reflects amounts held in escrow that were received
in connection  with the sale of investment  assets that are  identified as "1031
Exchange  assets" and which are  restricted  pending the purchase of  identified
replacement assets.

(3) Receivables, Net
    ----------------

Accounts receivable, net consist of the following (in thousands):

                                              January 31,           April 30,
                                                  2009                2008
                                            ---------------    -----------------
Real estate operations:
  Mortgage notes and other receivables        $    4,166         $    13,236
  Less allowance for doubtful accounts              (102)               (112)
                                            ---------------    -----------------
                                              $    4,064         $    13,124
                                            ===============    =================
Media Services operations:
  Subscription Fulfillment Services               29,381              27,915
  Newsstand Distribution Services,
    net of estimated returns                      18,997              18,008
  Product Fulfillment Services and other           2,596                 433
                                             ---------------   -----------------
                                                  50,974              46,356
  Less allowance for doubtful accounts              (915)               (655)
                                            ---------------    -----------------
                                              $   50,059         $    45,701
                                            ===============    =================

Real estate operations  mortgage notes and other receivables have decreased from
April  30,  2008,   primarily  due  to  the  reclassification  of  approximately
$6,530,000  to real estate  inventory and  $1,125,000 to investment  assets from


                                       5
<PAGE>

mortgage notes  receivable  resulting from the Company's  acceptance of deeds in
lieu of foreclosure related to delinquent mortgage note receivables.

Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine returns of $55,154,000 at January 31, 2009 and $55,930,000 at April 30,
2008. In addition, pursuant to an arrangement with one publisher customer of the
Newsstand  Distribution  Services  business,  the  publisher  bears the ultimate
credit risk of  non-collection  of amounts due from the wholesaler  customers to
which the Company distributed the publisher's  magazines under this arrangement.
Accounts  receivable  subject to this arrangement  were netted  ($29,662,000 was
netted at January  31,  2009 and  $22,703,000  at April 30,  2008)  against  the
related  accounts  payable due the  publisher on the  accompanying  consolidated
balance sheets.

At January 31, 2009, net accounts receivable of Newsstand  Distribution Services
includes  approximately  $7,500,000  from a wholesaler  customer that  suspended
normal business activities in February, which amount is subject to adjustment by
magazine  return  activity  subsequent to the end of the quarter that may differ
from the  Company's  estimates.  No payments of  accounts  receivable  have been
received by the Company from this customer  after January 31, 2009.  Because the
amount of  potential  loss on amounts due from this  wholesaler  is unable to be
estimated,   the   Company   has  not   provided   a  specific   allowance   for
uncollectibility,  but it  continues  to monitor the  collectibility  of the net
receivable  and  will  provide  an  appropriate  allowance  if and  when  deemed
necessary (see Note 14).

(4) Investment Assets, Net
    ----------------------

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

                                               January 31,           April 30,
                                                 2009                  2008
                                            ---------------    -----------------
Land held for long-term investment            $   10,880         $     9,771
                                            ---------------    -----------------
Commercial rental properties:
  Land, buildings and improvements                   754                 754
  Furniture and fixtures                              40                  40
                                            ---------------    -----------------
                                                     794                 794
  Less accumulated depreciation                     (280)               (265)
                                            ---------------    -----------------
                                                     514                 529
                                            ---------------    -----------------
                                              $   11,394         $    10,300
                                            ===============    =================

(5) Property, Plant and Equipment, Net
    ----------------------------------

Property, plant and equipment, net consist of the following (in thousands):

                                               January 31,           April 30,
                                                 2009                  2008
                                            ---------------    -----------------
Land, buildings and improvements              $   24,640         $    17,875
Furniture and equipment and other                 46,521              45,300
                                            ---------------    -----------------
                                                  71,161              63,175
Less accumulated depreciation                    (38,661)            (34,261)
                                            ---------------    -----------------
                                              $   32,500         $    28,914
                                            ===============    =================


The increase in Land,  buildings and  improvements is primarily  attributable to
the purchase of a warehouse in November 2008 (see Note 13).



                                       6
<PAGE>



(6) Intangible and Other Assets, Net
    --------------------------------

Intangible and other assets, net consist of the following (in thousands):
<TABLE>
<S>                                         <C>                                       <C>

                                                      January 31, 2009                          April 30, 2008
                                             ------------------------------------     -----------------------------------
                                                                   Accumulated                              Accumulated
                                                 Cost             Amortization            Cost             Amortization
                                             --------------      ----------------     -------------      ----------------

Software development costs                   $    10,143         $      5,583         $    10,017        $      3,780
Deferred order entry costs                         5,183                    -               5,681                   -
Prepaid expenses                                   3,394                    -               3,047                   -
Customer contracts and relationships              15,000                2,551              15,000               1,613
Other                                              2,694                1,098               2,430                 869
                                             --------------      ----------------     -------------      ----------------
                                             $    36,414         $      9,232         $    36,175        $      6,262
                                             ==============      ================     =============      ================
</TABLE>

Software   development   costs  include  internal  and  external  costs  of  the
development  of new or enhanced  software  programs and are generally  amortized
over five  years.  Deferred  order  entry  costs  represent  costs  incurred  in
connection with the data entry of customer subscription  information to database
files  and are  charged  directly  to  operations  over a twelve  month  period.
Customer contracts and relationships are amortized over twelve years.

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

Accounts  payable,  net  and  accrued  expenses  consist  of the  following  (in
thousands):
                                             January 31,            April 30,
                                                 2009                 2008
                                          -----------------     ----------------
Publisher payables, net                     $    59,606           $    77,003
Accrued expenses                                  4,261                 5,000
Trade payables                                    3,917                 5,753
Other                                            10,066                10,776
                                          -----------------     ----------------
                                            $    77,850           $    98,532
                                          =================     ================


As described in Note 3, pursuant to the arrangement with one publisher  customer
of the  Newsstand  Distribution  Services  business,  the  publisher  bears  the
ultimate  credit risk of  non-collection  of amounts due from the  customers  to
which the Company distributed the publisher's  magazines under this arrangement.
Accounts  receivable  subject to this arrangement  were netted  ($29,662,000 was
netted at January  31,  2009 and  $22,703,000  at April 30,  2008)  against  the
related  accounts  payable due the  publisher on the  accompanying  consolidated
balance sheets.






                                       7
<PAGE>

(8) Notes Payable
    -------------

Notes payable consist of the following (in thousands):

                                             January 31,            April 30,
                                                2009                  2008
                                          -----------------     ----------------
Notes payable:
 Line-of-credit borrowings:
   Real estate operations                   $    25,000           $    18,000
   Media services operations                     12,243                 4,582
 Real estate operations term loan                    -                  2,774
 Other notes payable                              5,152                   624
                                          -----------------     ----------------
                                            $    42,395           $    25,980
                                          =================     ================

The increase in Other notes payable is due to the  assumption of a mortgage note
payable in  connection  with the purchase of a warehouse  in November  2008 (see
Note 13).

(9) Taxes
    -----

The Company  recognized  a net tax  benefit of  $797,000  during the three month
period ended January 31, 2009,  primarily  resulting from a pre-tax loss for the
quarter of $897,000 and a reduction in liabilities  related to unrecognized  tax
benefits pursuant to Financial  Accounting Standards Board Interpretation No. 48
("FIN 48"),  "Accounting  for  Uncertainty  in Income  Taxes".  The  liabilities
related to unrecognized  tax benefits that would have an impact on the effective
tax rate were $1,585,000 at January 31, 2009 and $2,076,000 at April 30, 2008.

(10) Fair Value Measurements
     -----------------------

In  September 2006,  the Financial  Accounting  Standards  Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 157,  "Fair Value
Measurements". SFAS No. 157 establishes a common definition for fair value to be
applied to U.S. GAAP  requiring  use of fair value,  establishes a framework for
measuring fair value and expands disclosure about such fair value  measurements.
SFAS No. 157 is effective for financial  assets and  financial  liabilities  for
fiscal years beginning after  November 15,  2007. The Company's adoption of SFAS
No. 157 for financial assets and financial  liabilities,  effective May 1, 2008,
did not have an impact on its  consolidated  financial  position  or  results of
operations.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities  - Including  an Amendment of FASB
Statement  No.  115,  Accounting  for  Certain  Investments  in Debt and  Equity
Securities".  SFAS  No. 159 permits  entities to choose,  at specified  election
dates,  to measure many  financial  instruments  and certain other items at fair
value  that are not  currently  measured  at fair  value.  Unrealized  gains and
losses on items  for  which the fair  value  option  has been  elected  would be
reported in  earnings  at each  subsequent  reporting  date.  SFAS  No. 159 also
establishes  presentation  and  disclosure  requirements  in order to facilitate
comparisons  between  entities  choosing  different  measurement  attributes for
similar types of assets and  liabilities.  SFAS No. 159 does not affect existing
accounting requirements for certain assets and liabilities to be carried at fair
value.  SFAS  No. 159 became effective for fiscal years beginning after November
15, 2007, and interim  periods within those fiscal  years.  The  Company adopted
SFAS No. 159  effective  May 1, 2008,  but it has not  designated  any financial
instruments to be subject to the fair value option.


                                       8
<PAGE>

(11) Discontinued Operations
     -----------------------

Loss from operations of discontinued  business (net of income taxes) in the nine
month  period  ended  January  31,  2008  reflected  costs  associated  with the
settlement  of all  litigation  related to the  Company's El Dorado,  New Mexico
former  water  utility  subsidiary  that were in addition to costs that had been
accrued for this matter in prior years.

(12) Restructuring and Fire Recovery Costs
     -------------------------------------

In  January  2008,  the  Company  announced  a  project  to unify  its  magazine
subscription,  membership  and  direct  mail  fulfillment  services  from  three
locations  into one  location  at Palm  Coast,  Florida,  which is  expected  to
streamline  operations,  improve service to clients and create cost efficiencies
through reduced  overhead costs and the  elimination of operating  redundancies.
The Company is still evaluating various  alternatives for this expansion,  which
could require  capital  expenditures in the range of $15,000,000 to $20,000,000.
The project is scheduled to be implemented over a two-to-three year period,  and
over that period may involve  approximately  $6,000,000  of  non-recurring  cash
costs for severance,  training and transition,  facility  closings and equipment
relocation.  The State of  Florida  and the City of Palm  Coast  have  agreed to
provide incentives for the project,  including cash and employee training grants
and tax relief, which could amount to as much as $8,000,000,  largely contingent
on existing job retention,  new job creation and capital investment.  Previously
during  fiscal  2008,  the  Company  announced  (i)  one  significant  workforce
reduction in its Subscription Fulfillment Services business that occurred in the
third quarter of fiscal 2008, (ii) a plan to redistribute  the work performed at
the Marion, Ohio facility of its Fulfillment Services business and the scheduled
closing of that facility that was  substantially  completed in August 2008,  and
(iii) the consolidation of fulfillment operations customer call centers.  During
the quarter ended January 31, 2009,  the Company  recognized  $175,000 of income
for certain incentives related to the unification project, which are netted with
costs of  $169,000.  As a  result,  the  Company  reported  a net gain of $6,000
related to the unification project in the third quarter of 2009 and incurred net
costs of  $567,000  for the first nine  months of 2009  compared to net costs of
$136,000 and $556,000 for the same periods of 2008,  principally  for  severance
and  consulting  costs.  The items of income  related  to  incentives  and costs
related to the  unification  project  are  included  in  Restructuring  and fire
recovery  costs in the  Company's  consolidated  statements  of  operations  and
retained earnings.

On December 5, 2007, a warehouse of  approximately  38,000 square feet leased by
the Company's  Kable News Company,  Inc.  subsidiary  ("Kable  News") in Oregon,
Illinois was totally  destroyed by fire.  The warehouse was used  principally to
store back  issues of  magazines  published  by certain  customers  for whom the
Company  filled  back-issue  orders as part of its  services.  The  Company  was
required to provide  insurance for certain of those customers whose property was
destroyed in the  warehouse  fire.  Through  February 28,  2009,  the  Company's
insurance  carrier  had  paid  approximately  $211,000  to  customers  for  lost
materials.  Subject  to the  outcome  of the  lawsuit  referred  to in the final
paragraph  of this Note 12,  the  Company  believes  that the net  effect of the
outcome of other  pending or unasserted  claims  related to materials of certain
publishers for whom it was required to provide insurance, together with proceeds
from its  property  claims,  will not have a  material  effect on its  financial
position, results of operations or cash flows.

The Company has filed a preliminary  claim with its  insurance  provider for its
property  loss as a  result  of the  fire and has  been  advanced  $500,000  for
replacement  of such  property.  During the quarter ended January 31, 2009,  the
Company  replaced a portion of the fixed assets lost in the  warehouse  fire and
recorded a $134,000 gain resulting from the  recognition of insurance  proceeds,
which is netted  against  costs  related to the fire.  As a result,  the Company
reported  a net  gain of  $77,000  for the  third  quarter  and net  charges  to
operations of $62,000 for the first nine months of 2009 related to fire recovery
costs,  principally  for legal and other advisory costs that were not covered by
insurance.  The  item of  income  related  to  insurance  proceeds  and the fire
recovery  costs are included in  Restructuring  and fire  recovery  costs in the
Company's consolidated statements of operations and retained earnings. In


                                       9
<PAGE>

addition,  the Company recorded $173,000 of other income in the first quarter of
2009  for a  business  interruption  claim  resulting  from  the  fire,  and has
approximately  $140,000 of business  interruption  claims  pending  with but not
approved by its insurance provider.

In June  2008,  a lawsuit  was  brought  against  Kable News by the owner of the
warehouse  building leased by the subsidiary  that was totally  destroyed in the
fire. A temporary staffing company that provided the subsidiary with an employee
who is alleged to have had a role in causing the fire while operating a forklift
is also named as a  defendant.  Plaintiff's  claims  specific  to Kable News are
based on  allegations  of  negligence  and  willful and wanton  misconduct.  The
Company's  liability  insurance provides coverage for the negligence claim up to
the  policy  limit,  which  may or may  not be as  much as the  full  amount  of
plaintiff's claimed damages,  which is unknown at this time.  Additionally,  the
insurance  carrier has  indicated it intends to deny coverage of the willful and
wanton  misconduct  claim.  A summary  judgment  motion brought by the temporary
staffing company defendant has been denied.  The Company believes Kable News has
good  defenses  to the claims and also has  potential  cross-claims  against the
other parties for their conduct in the matter, and Kable News intends vigorously
to defend the lawsuit.  However,  the proceeding  remains at an early stage, and
the Company is not in a position to predict its outcome.

In  November  2008,  a lawsuit  was  brought  against  Kable  News by a magazine
publisher and a number of insurance companies as the subrogees of other magazine
publishers whose property stored by Kable News in the warehouse was destroyed in
the fire.  The three  defendants  are the  warehouse  owner,  Kable News and the
temporary  staffing company that provided an employee who is alleged to have had
a role in causing the fire.  Plaintiffs' claims specific to Kable News are based
on  allegations  of  negligence,  breach of  contract  and  willful  and  wanton
misconduct.  The complaint  seeks damages in an amount in excess of  $1,000,000.
The Company  believes  that Kable News has good  defenses to the claims and also
has potential cross-claims against the other defendants for their conduct in the
matter, and intends vigorously to defend the lawsuit. However, the proceeding is
at a very early  stage,  and the  Company is not in a  position  to predict  its
outcome.

(13) Acquisitions
     ------------

On November 7, 2008, the Company announced the purchase,  through a newly-formed
subsidiary of Kable Media  Services,  Inc.,  of certain  assets of Service Parts
Supply  Corp.   ("SPS"),  a  privately-held   company  engaged  in  the  product
repackaging and fulfillment  industry located in Fairfield,  Ohio. In a separate
transaction,  another Company  subsidiary  purchased a warehouse  leased by SPS.
These  transactions are expected to provide benefits to many of the customers of
the Company's  product  fulfillment  subsidiary  through the combination of that
subsidiary's  services  with those to be provided with the purchased SPS assets.
Lastly,  on the same  date,  another  newly-formed  subsidiary  of  Kable  Media
Services,  Inc.  purchased  certain  assets of  Resource  One  Staffing,  LLC, a
provider of temporary  staffing  services  that was  majority-owned  by the same
individual who owned SPS. The aggregate  purchase price of the assets  purchased
in the three  transactions was approximately  $8,500,000,  and was financed from
working  capital,  bank  borrowings and the assumption of a mortgage note on the
warehouse.  The transactions have been accounted for as a business  combination.
The purchase  price  (including  closing costs and excluding  cash acquired) has
been preliminarily allocated as follows:  Receivables - $1,565,000;  Inventory -
$118,000;  Property,  plant and equipment - $6,826,000;  Mortgage note payable -
$4,747,000, and Other liabilities - $687,000.

(14) Subsequent Events
     -----------------

In January 2009,  Anderson News, LLC ("ANCO"),  a major  wholesaler of magazines
for retail  distribution and a major Newsstand  Distribution  Services customer,
announced a significant  price  surcharge and  substantive  changes to inventory


                                       10
<PAGE>

risk  practices  effective  February 1, 2009 and advised that it would no longer
distribute  publishers'  magazines if the publisher did not agree to the revised
policies.  Shortly  thereafter,  Source  Interlink  Distribution,  LLC  ("SID"),
another major wholesaler and Newsstand Distribution Services customer, announced
that it also was  imposing  the  price  surcharge.  ANCO and SID  accounted  for
approximately  50% of nationwide  magazine retail  distribution.  In response to
these announcements,  many publishers and national  distributors,  including the
Company's Kable Distribution Services,  Inc. ("KDS") subsidiary,  which operates
the Newsstand  Distribution  Services business,  suspended shipments to ANCO and
SID and made  alternative  distribution  arrangements,  principally with the two
other major industry wholesalers.

On February 7, 2009,  ANCO announced that it planned to suspend normal  business
activities,  which  occurred on February 16, 2009. On February 19, 2009, KDS was
informed that ANCO was in the process of an orderly  liquidation and that it was
in default of its  extensively  secured bank loan.  On March 2, five  publishers
filed an  involuntary  bankruptcy  petition  against ANCO under chapter 7 of the
U.S. Bankruptcy Code seeking to have ANCO declared bankrupt and liquidated,  but
no decision on this petition has yet been announced by the Bankruptcy  Court. At
January  31,  2009,  KDS had  estimated  net  accounts  receivable  from ANCO of
approximately  $7,500,000,  which  amount is subject to  adjustment  by magazine
return  activity  subsequent  to the end of the quarter that may differ from the
Company's  estimates.  No payments of accounts  receivable have been received by
KDS from ANCO after  January 31, 2009.  As the amount,  if any, of ANCO's assets
that may be available for payment to ANCO's unsecured creditors,  including KDS,
is presently unable to be estimated,  no allowance for  uncollectibility of this
account  receivable  has yet been  established,  but the Company  believes it is
possible that a significant amount of the ANCO account receivable may ultimately
be  determined to be  uncollectible,  that such  determination  could be made as
early as during the Company's  current fiscal quarter ending April 30, 2009, and
that the effect of this  determination on Kable's  financial results could be to
place Kable (including its  subsidiaries) in default of its credit facility.  If
Kable is unable to obtain a waiver  for any  event of  default  on  satisfactory
terms,  Kable  (including  its  subsidiaries)  would not be able to borrow funds
under the credit facility until the non-compliance is cured and the lender would
be  permitted  to  exercise a number of  remedies,  including  the right to seek
immediate repayment of all outstanding loans.

On February 9, 2009, SID brought a lawsuit  against KDS,  certain other national
distributors, two of the major wholesalers and certain major publishers in which
it alleged that the magazine  publishers and  distributors  conspired to boycott
SID to drive it out of business,  and that the wholesalers  participated in this
effort.  It has asserted  claims under Section 1 of the Sherman Act  (antitrust)
for defamation and for tortious  interference with its contracts with retailers.
Damages have not been  quantified.  SID requested a preliminary  injunction  and
obtained a  temporary  restraining  order  which  required  the  publishers  and
distributors  to  continue to ship  magazines  to SID pending the hearing on the
preliminary injunction motion. On February 18, 2009, SID settled with one of the
publishers  and  advised  the Court that it would no longer  seek a  preliminary
injunction.  Accordingly,  the  temporary  restraining  order  was  vacated.  On
February 27, 2009,  SID  announced  it had settled with another  publisher.  The
remaining  defendants,  including  KDS,  have moved to dismiss the lawsuit.  The
Company believes that KDS has good defenses to the claims and intends vigorously
to defend the lawsuit. In view of the very early stage of this case, the Company
is not in a position to predict its outcome. In the meantime,  KDS is continuing
to ship product to SID without the surcharge.

On March 10, 2009,  ANCO  commenced a civil action  against KDS and others.  The
complaint contains allegations substantially similar to those made by SID.

As a result of the  disruption  to the magazine  distribution  system  described
above, there has been an adverse effect on commission  revenues in the Newsstand
Distribution Services business that is continuing,  and at this time the Company
is not able to quantify the effect of this disruption on its financial condition
and results of operations.

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

As a result of the  purchase of assets of certain  businesses  in November  2008
(see Note 13), the Company reclassified for both 2009 and 2008 certain revenues,
expenses  and  capital   expenditures   previously   reported  as  part  of  its
Subscription  Fulfillment  Services segment and has reported them with revenues,
expenses and capital expenditures of those businesses since the date of purchase
as a separate segment,  "Product  Fulfillment Services and Other". The following
tables  set  forth  summarized  data  relative  to  the  industry  segments  for
continuing operations in which the Company operated for the three and nine month
periods ended January 31, 2009 and 2008 (in thousands):

                                       11
<PAGE>

<TABLE>
<S>                                          <C>            <C>            <C>                <C>           <C>        <C>
                                                                                               Product
                                                            Subscription     Newsstand       Fulfillment
                                             Real Estate     Fulfillment    Distribution    Services and    Corporate
                                              Operations      Services        Services           Other      and Other  Consolidated
------------------------------------------------------------------------------------------------------------------------------------
Three months ended January 31, 2009:
Revenues                                      $      656     $   28,998     $     2,923      $     3,130     $     13    $  35,720

Income (loss) from continuing operations              96           (540)             29              140          175         (100)
Provision (benefit) for income taxes from
  continuing operations                           (1,026)           (40)             32               74          163         (797)
                                              --------------- -------------- -------------- --------------- ------------ -----------
Income (loss) from continuing operations
  before income taxes                               (930)          (580)             61              214          338         (897)
Interest expense (income), net (b)                    24            619            (223)              16         (214)         222
Depreciation and amortization                         10          2,610             149               19           37        2,825
                                              --------------- -------------- -------------- --------------- ------------ -----------
EBITDA (c)                                    $     (896)    $    2,649     $       (13)     $       249     $    161    $   2,150
                                              --------------- -------------- -------------- --------------- ------------ -----------

Capital expenditures                          $        -     $      730     $         -      $       134     $  6,498    $   7,362

------------------------------------------------------------------------------------------------------------------------------------
Three months ended January 31, 2008 (a):
Revenues                                      $    6,943     $   32,645     $     2,944      $       892     $     11    $  43,435

Income (loss) from continuing operations           2,440            622             151             (106)         339        3,446
Provision for income taxes from continuing
  operations                                       1,433            303              89                -          197        2,022
                                              --------------- -------------- -------------- --------------- ------------ -----------
Income (loss) from continuing operations
  before income taxes                              3,873            925             240             (106)         536        5,468
Interest expense (income), net (b)                     -          1,236            (346)               -         (616)         274
Depreciation and amortization                          9          2,404             246               10            2        2,671
                                              --------------- -------------- -------------- --------------- ------------ -----------
EBITDA (c)                                    $    3,882      $   4,565     $       140      $       (96)    $    (78)   $   8,413
                                              --------------- -------------- -------------- --------------- ------------ -----------

Capital expenditures                          $       26      $   1,544     $        74      $         -     $      -    $   1,644

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

                                                                                                Product
                                                            Subscription     Newsstand       Fulfillment
                                             Real Estate     Fulfillment    Distribution    Services and    Corporate
                                              Operations      Services        Services           Other      and Other  Consolidated
------------------------------------------------------------------------------------------------------------------------------------
Nine months ended January 31, 2009:
Revenues                                      $    7,186     $   90,175     $     9,374      $     4,779     $     66    $ 111,580

Income (loss) from continuing operations           2,556         (1,349)            609              226          824        2,866
Provision (benefit) for income taxes from
  continuing operations                              566           (515)            445              124          478        1,098
                                              --------------- -------------- -------------- --------------- ------------ -----------
Income (loss) from continuing operations
  before income taxes                              3,122         (1,864)          1,054              350        1,302        3,964
Interest expense (income), net (b)                    24          2,300            (841)              16       (1,018)         481
Depreciation and amortization                         30          7,103             434               37           40        7,644
                                              --------------- -------------- -------------- --------------- ------------ -----------
EBITDA (c)                                    $    3,176     $    7,539     $       647      $       403     $    324    $  12,089
                                              --------------- -------------- -------------- --------------- ------------ -----------

Capital expenditures                          $        8     $    1,371     $        10      $       134     $  6,499    $   8,022

------------------------------------------------------------------------------------------------------------------------------------
Nine months ended January 31, 2008 (a):
Revenues                                      $   32,234     $   92,111     $     9,811      $     2,449     $    280    $ 136,885

Income (loss) from continuing operations          12,167         (1,318)            954              114        1,316       13,233
Provision (benefit) for income taxes from
  continuing operations                            7,145           (705)            557                -          773        7,770
                                              --------------- -------------- -------------- --------------- ------------ -----------
</TABLE>


                                       12
<PAGE>
<TABLE>
<S>                                          <C>            <C>            <C>                <C>           <C>        <C>

Income (loss) from continuing operations
  before income taxes                             19,312         (2,023)          1,511              114        2,089       21,003
Interest expense (income), net (b)                     -          4,097          (1,215)               -       (1,983)         899
Depreciation and amortization                        125          7,083             733               68            5        8,014
                                              --------------- -------------- -------------- --------------- ------------ -----------
EBITDA (c)                                    $   19,437     $    9,157     $     1,029      $       182     $    111    $  29,916
                                              --------------- -------------- -------------- --------------- ------------ -----------

Capital expenditures                          $    1,204     $    4,344     $       111      $         -     $      3    $   5,662
</TABLE>

          (a)  Segment  information does not include net loss from  discontinued
               operations of $57,000 in the nine months ended January 31, 2008.

          (b)  Interest expense (income),  net includes  inter-segment  interest
               income and expense that is eliminated in consolidation.

          (c)  The Company uses EBITDA (which the Company defines as income from
               continuing  operations before interest expense, net, income taxes
               and  depreciation  and  amortization)  in addition to income from
               continuing  operations  as a key  measure  of  profit or loss for
               segment performance and evaluation purposes.

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

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

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

The following  provides  information that management  believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial  condition.  The discussion should be read in conjunction with the
April 30, 2008  consolidated  financial  statements and accompanying  notes. All
references  in this Item 2 to the third quarter or first nine months of 2009 and
2008 mean the fiscal  three and nine month  periods  ended  January 31, 2009 and
2008.

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 April
30, 2008  consolidated  financial  statements and  accompanying  notes that were
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America and included as part of the Company's  annual report on
Form  10-K for the year  ended  April 30,  2008  (the  "2008  Form  10-K").  The
preparation of those consolidated  financial  statements  required management to
make estimates and assumptions  that affected the reported amounts of assets and
liabilities and disclosure of contingent  assets and liabilities at the dates of
the consolidated  financial  statements and the reported amounts of revenues and
expenses  during the reporting  periods.  Actual amounts or results could differ
from those estimates.

The  significant  accounting  policies of the Company are described in Note 1 to
the  April  30,  2008  consolidated  financial  statements,   and  the  critical
accounting  policies and estimates are described in Management's  Discussion and
Analysis included in Item 7 of the 2008 Form 10-K. There have been no changes in
these critical accounting  policies.  Information  concerning the implementation
and the impact of new accounting  standards  issued by the Financial  Accounting
Standards  Board  ("FASB")  is  included  in the  notes to the  April  30,  2008
consolidated financial statements.

                                       13
<PAGE>

The  Company  adopted  Statement  of  Financial  Accounting  Standards  ("SFAS")
No. 157, "Fair Value Measurements",  effective May 1, 2008. The adoption of SFAS
No. 157 did not have an impact on the Company's  consolidated financial position
or results of operations. The Company also adopted SFAS No. 159, "The Fair Value
Option for Financial  Assets and Financial  Liabilities - Including an Amendment
of FASB Statement No. 115",  effective May 1, 2008. The adoption of SFAS No. 159
did not have an impact  on the  Company's  consolidated  financial  position  or
results of  operations.  The Company did not adopt any new  accounting  policies
during the quarter ended January 31, 2009.

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

For the third  quarter of 2009,  the Company had net loss of $100,000,  or $0.02
per share,  compared  to net income of  $3,446,000,  or $0.57 per share,  in the
third quarter of 2008.  For the first nine months of fiscal 2009, net income was
$2,866,000, or $0.48 per share, compared to net income of $13,176,000,  or $2.08
per  share,  for  the  same  period  of  2008.  Revenues  were  $35,720,000  and
$111,580,000  in the third  quarter  and first nine  months of 2009  compared to
$43,435,000 and $136,885,000 in the same periods last year.

Results  for the first nine  months of 2008  included  a loss from  discontinued
operations  of $57,000,  net of tax, or $0.01 per share,  that  reflected  costs
incurred in the first quarter of 2008 in connection  with the  settlement of all
litigation  related to the Company's El Dorado,  New Mexico former water utility
subsidiary  that were in addition to costs estimated and accrued for this matter
in the fourth quarter of fiscal 2007.

Revenues from land sales at AMREP Southwest were $521,000 and $6,594,000 for the
three and nine month periods  ended January 31, 2009 compared to $6,302,000  and
$27,613,000  for the same periods of the prior year.  The decrease of $5,781,000
for the third quarter of 2009 compared to the same quarter of 2008 reflected the
sale in last year's third quarter of two  commercial  lots  totaling  $5,731,000
with no  comparable  sales in 2009.  AMREP  Southwest  continues  to  experience
substantially lower land sales in its principal market of Rio Rancho, New Mexico
due  to  the  severe   decline  in  the  real  estate   market  in  the  greater
Albuquerque-metro  and Rio Rancho  areas that  began in earlier  periods.  Third
quarter 2009 land sales revenues were from the sale of 11 developed  residential
lots  and 3  undeveloped  residential  lots to  homebuilders,  while in the same
period of fiscal 2008 there were land sales of 26 undeveloped  residential  lots
to homebuilders  and the sale of  approximately  25 acres of undeveloped land to
commercial developers.  The trend of declining permits for new home construction
in the Rio Rancho area also continues,  with 32% fewer single-family residential
building  permits  issued during  calendar year 2008 than in calendar year 2007.
The  Company   believes  that  this  decline  has  been   consistent   with  the
well-publicized  problems of the  national  home  building  industry  and credit
markets,  including  fewer sales of both new and existing  homes,  an increasing
number of mortgage  delinquencies  and foreclosures and a tightening of mortgage
availability. Faced with these adverse conditions, builders have slowed the pace
of building  on  developed  lots  previously  purchased  from the Company in Rio
Rancho and delayed or cancelled the purchase of additional developed lots. These
factors have also contributed to a steep decline in the sale of undeveloped land
to both builders and investors.




                                       14
<PAGE>

In Rio Rancho,  the Company offers for sale both developed and undeveloped  lots
to  national,  regional  and local  home  builders,  commercial  and  industrial
property  developers and others.  For the third quarter and first nine months of
fiscal 2009 and 2008, the Company's land sales in Rio Rancho were as follows:

<TABLE>
<S>                       <C>           <C>            <C>             <C>            <C>            <C>
                                                              Fiscal Year
                          --------------------------------------------------------------------------------------
                                           2009                                          2008
                          ---------------------------------------      -----------------------------------------
                                                       Revenues                                       Revenues
                           Acres        Revenues       Per Acre         Acres         Revenues        Per Acre
                            Sold        (in 000s)      (in 000s)         Sold         (in 000s)       (in 000s)
                         ----------    -----------    -----------      --------      ------------    -----------

Three months ended
January 31:
 Developed
   Residential               1.5        $   361        $   241              -         $       -       $      -
   Commercial                  -              -              -           25.0             5,731            229
                         ----------    -----------    -----------      --------      ------------    -----------
 Total Developed             1.5            361            241           25.0             5,731            229
 Undeveloped                 2.5            160             64           24.3               571             24
                         ----------    -----------    -----------      --------      ------------    -----------
   Total                     4.0        $   521        $   130           49.3         $   6,302       $    128
                         ----------    -----------    -----------      --------      ------------    -----------

Nine months ended
January 31:
 Developed
   Residential               3.2        $   789        $   247           30.0         $   9,468       $    316
   Commercial                1.0            126            126           38.8             8,651            223
                         ----------    -----------    -----------      --------      ------------    -----------
 Total Developed             4.2            915            218           68.8            18,119            263
 Undeveloped               134.4          5,679             42          326.5             9,494             29
                         ----------    -----------    -----------      --------      ------------    -----------
   Total                   138.6        $ 6,594        $    48          395.3         $  27,613       $     70
                         ----------    -----------    -----------      --------      ------------    -----------
</TABLE>

The  average  selling  price of land sold by the Company in Rio Rancho in recent
years  has  fluctuated,  as the  Company  offers  for sale  both  developed  and
undeveloped  land from a number of different  projects,  and selling  prices may
vary from project to project and within  projects  depending  on  location,  the
stage of development and other factors. The revenue per acre of undeveloped land
in the third quarter of 2009 was higher compared to the same period in the prior
year due to the  undeveloped  land sold in the current year being from locations
nearer  developed areas and thus generally having higher average selling prices.
The average  gross profit  percentage  on land sales  decreased  from 63% in the
third quarter 2008 to 36% for the same period in 2009,  reflecting the fact that
the 2008 third quarter land sales included  approximately 25 acres of commercial
property  which  carried a higher profit margin than was produced by the sale of
developed  residential  lots in the third  quarter  of 2009.  For the first nine
months the average gross profit percentage  increased from 65% in 2008 to 87% in
2009.  This increase for the first nine months of 2009 was  attributable  to the
mix of land sold, and  principally  was the result of a second quarter 2009 sale
of 50  acres  of  undeveloped  land  to  one  purchaser  for  $3,849,000,  which
contributed a gross profit of $3,825,000 (99%). Revenues, gross profits, average
sales  prices and  related  gross  profit  percentages  from land sales can vary
significantly  from period to period as a result of many factors,  including the
nature  and  timing  of  specific  transactions,   and  prior  results  are  not
necessarily a good indication of what may occur in future periods.

Revenues from the Company's Media Services operations decreased from $36,458,000
for the third  quarter of 2008 to  $35,051,000  for the same  period in 2009,  a
decline of 4%. For the first nine  months of 2009,  Kable  Media's  revenues  of
$104,328,000  were generally  unchanged from  $104,317,000 in the same period of
2008. The revenue decrease in the third quarter of 2009 reflected an 11% revenue
decrease from reduced and lost business from Subscription  Fulfillment Services.
The  well-publicized  problems  confronting  the magazine  publishing  industry,
including declining advertising revenues, lower


                                       15
<PAGE>

subscription  and  newsstand  sales and  increasing  costs,  contributed  to the
decline in the  revenues of Kable since  publishing  is the  principal  industry
which Kable serves.  Revenues from Subscription  Fulfillment Services operations
decreased from  $32,645,000 and $92,111,000 for the three and nine month periods
of 2008 to  $28,998,000  and  $90,175,000  for the  comparable  periods in 2009,
primarily reflecting the net effect of the previously mentioned reduced and lost
business  from certain  customers  that was offset in part by revenue gains from
new  and  existing  clients.   Revenues  from  Newsstand  Distribution  Services
operations  were  generally  unchanged for the third quarter of 2009 compared to
the third quarter of 2008,  totaling $2,923,000 this year compared to $2,944,000
for the same period in 2008. Newsstand  Distribution Services revenues decreased
from  $9,811,000  for the first nine months of 2008 to  $9,374,000  for the same
period in 2009,  primarily  reflecting a softening of magazine newsstand demand.
Revenues from Product Fulfillment Services and other increased from $892,000 and
$2,449,000  for the three and nine month periods of the prior year to $3,130,000
and $4,779,000 for the  comparable  periods in the current year,  primarily as a
result of the inclusion of the results of  operations  of the Company's  product
repackaging  business  and  temporary  staffing  services  business  from  early
November 2008 when the Company  purchased  certain  assets of companies that had
been in those businesses.  Kable's operating  expenses increased by $382,000 and
$1,087,000  for the third  quarter and first nine months of 2009 compared to the
same periods in 2008,  primarily  attributable to higher consulting and computer
systems  integration costs of the Subscription  Fulfillment  Services  business,
which were partly  offset by lower  interest  expense  principally  due to lower
interest rates in both periods of 2009.

As  a  result  of the  significant   disruption  in  the  magazine  distribution
system that  occurred in February 2009 (see Note 14),  there has been an adverse
effect on commission  revenues in the Newsstand  Distribution  Services business
that is  continuing.  Because  uncertainties  still  remain in the  distribution
system,  the Company is not yet able to predict the effect of this disruption on
its financial condition and results of operations.

In  January  2008,  the  Company  announced  a  project  to unify  its  magazine
subscription,  membership  and  direct  mail  fulfillment  services  from  three
locations  into one  location  at Palm  Coast,  Florida,  which is  expected  to
streamline  operations,  improve service to clients and create cost efficiencies
through reduced  overhead costs and the  elimination of operating  redundancies.
The Company is still evaluating various  alternatives for this expansion,  which
could require  capital  expenditures in the range of $15,000,000 to $20,000,000.
The project is scheduled to be implemented over a two-to-three year period,  and
over that period may involve  approximately  $6,000,000  of  non-recurring  cash
costs for severance,  training and transition,  facility  closings and equipment
relocation.  The State of  Florida  and the City of Palm  Coast  have  agreed to
provide incentives for the project,  including cash and employee training grants
and tax relief, which could amount to as much as $8,000,000,  largely contingent
on existing job retention,  new job creation and capital investment.  Previously
during  fiscal  2008,  the  Company  announced  (i)  one  significant  workforce
reduction in its Subscription Fulfillment Services business that occurred in the
third quarter of fiscal 2008, (ii) a plan to redistribute  the work performed at
the Marion, Ohio facility of its Fulfillment Services business and the scheduled
closing of that facility that was  substantially  completed in August 2008,  and
(iii) the consolidation of fulfillment operations customer call centers.  During
the quarter ended January 31, 2009,  the Company  recognized  $175,000 of income
for certain incentives related to the unification project, which are netted with
costs of  $169,000.  As a  result,  the  Company  reported  a net gain of $6,000
related to the unification project in the third quarter of 2009 and incurred net
costs of  $567,000  for the first nine  months of 2009  compared to net costs of
$136,000 and $556,000 for the same periods of 2008,  principally  for  severance
and  consulting  costs.  The items of income  related  to  incentives  and costs
related to the  unification  project  are  included  in  Restructuring  and fire
recovery  costs in the  Company's  consolidated  statements  of  operations  and
retained earnings.

On December 5, 2007, a warehouse of  approximately  38,000 square feet leased by
the Company in Oregon, Illinois was totally destroyed by fire. The warehouse was


                                       16
<PAGE>

used  principally  to store  back  issues  of  magazines  published  by  certain
customers for whom the Company filled back-issue orders as part of its services.
The Company was  required to provide  insurance  for certain of those  customers
whose property was destroyed in the warehouse fire.  Through  February 28, 2009,
the Company's insurance carrier had paid approximately $211,000 to customers for
lost materials. The Company believes that the net effect of the outcome of other
pending or unasserted claims related to materials of certain publishers for whom
it was required to provide  insurance,  together with proceeds from its property
claims,  will not have a material effect on its financial  position,  results of
operations or cash flows.

The Company has filed a preliminary  claim with its  insurance  provider for its
property  loss as a  result  of the  fire and has  been  advanced  $500,000  for
replacement  of such  property.  During the quarter ended January 31, 2009,  the
Company  replaced a portion of the fixed assets lost in the  warehouse  fire and
recorded a $134,000 gain resulting from the  recognition of insurance  proceeds,
which is netted  against  costs  related to the fire.  As a result,  the Company
reported  a net  gain of  $77,000  for the  third  quarter  and net  charges  to
operations of $62,000 for the first nine months of 2009 related to fire recovery
costs,  principally  for legal and other advisory costs that were not covered by
insurance.  The  item of  income  related  to  insurance  proceeds  and the fire
recovery  costs are included in  Restructuring  and fire  recovery  costs in the
Company's  consolidated  statements  of  operations  and retained  earnings.  In
addition,  the Company recorded $173,000 of other income in the first quarter of
2009  for a  business  interruption  claim  resulting  from  the  fire,  and has
approximately  $140,000 of business  interruption  claims  pending  with but not
approved by its insurance provider.

Interest and other  revenues  decreased  $527,000 and  $4,297,000  for the third
quarter and nine month  periods  ended  January  31,  2009  compared to the same
periods in the prior year,  primarily  due to a pre-tax  gain from the sale of a
commercial  property  ($1,873,000)  and  the  forfeiture  of a  deposit  for the
purchase  of  land by a  homebuilder  who did not  exercise  a  purchase  option
($618,000) in the second quarter of 2008, with no similar transactions occurring
in the first nine months of 2009. In addition,  interest and other revenues were
also lower in the third  quarter and first nine  months of 2009  compared to the
same periods in 2008 due to lower cash balances.

Real estate commissions and selling expenses decreased $221,000 and $393,000 for
the third  quarter and nine month periods ended January 31, 2009 compared to the
same periods in the prior year, principally due to the reduced land sales. Other
operating  expenses increased $770,000 and $379,000 for the three and nine month
periods ended January 31, 2009 compared to the same periods last year, primarily
due to a net  favorable  $558,000  adjustment  to real estate tax expense in the
third  quarter  of 2008  resulting  from  the  finalization  of a  property  tax
valuation appeal by AMREP Southwest and a $184,000 adjustment to real estate tax
expense in 2009 as a result of receiving the final calendar year 2008 tax bills.

General and  administrative  expenses  of Media  Services  operations  increased
$317,000  and  $257,000  in the  third  quarter  and first  nine  months of 2009
compared to the same periods in 2008, primarily due to the aforementioned higher
consulting  fees and  computer  system  integration  costs  associated  with the
unification  project of the Subscription  Fulfillment  Services  business.  Real
estate  operations and corporate  general and  administrative  expense decreased
$77,000  and  $190,000  for the  third  quarter  and first  nine  months of 2009
compared to the same periods last year,  primarily  due to reduced  professional
fees.

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

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


                                       17
<PAGE>

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

Real  estate  receivables  decreased  from  $13,124,000  at  April  30,  2008 to
$4,064,000  at  January  31,  2009   reflecting   the  net  effect  of  (i)  the
reclassification  of  approximately  $6,530,000  to real  estate  inventory  and
$1,125,000 to investment  assets from mortgage notes  receivable  resulting from
the Company's  acceptance of deeds in lieu of foreclosure  related to delinquent
mortgage note  receivables and (ii) payments  received on mortgage notes held by
AMREP Southwest offset in part by mortgages notes received by AMREP Southwest in
connection  with real estate  sales that closed  during the first nine months of
2009.

Media Services  operations  accounts  receivable  increased from  $45,701,000 at
April 30, 2008 to $50,059,000  at January 31, 2009,  primarily due to the effect
of higher  quarter-end  billings at January 31, 2009  compared to April 30, 2008
and the timing of payments by  customers.  Media  Services  operations  accounts
receivable  include  approximately  $7,500,000  from a  distribution  wholesaler
customer that suspended normal business activities in February,  which amount is
subject to adjustment by magazine return  activity  subsequent to the end of the
quarter that may differ from the  Company's  estimates.  No payments of accounts
receivable  have been received by the Company from this  customer  after January
31, 2009.  Because the  potential  loss on amounts due from this  wholesaler  is
unable  to  be  estimated,  the  Company  has  not  provided  an  allowance  for
uncollectibility,  but it  continues  to monitor the  collectibility  of the net
receivable  and  will  provide  an  appropriate  allowance  if and  when  deemed
necessary (see Notes 3 and 14).

Real  estate   inventory  was  $81,817,000  at  January  31,  2009  compared  to
$70,252,000  at April 30,  2008.  Inventory  in the  Company's  core real estate
market of Rio Rancho increased from $63,215,000 at April 30, 2008 to $74,442,000
at January 31, 2009, primarily reflecting the reclassification of mortgage notes
receivable  to  inventory  discussed  above and the net  effect  of  development
spending  and land  sales.  The balance of real estate  inventory  consisted  of
properties in Colorado.

Property,  plant and equipment  increased from  $28,914,000 at April 30, 2008 to
$32,500,000  at January 31, 2009,  primarily  due to a third  quarter  warehouse
acquisition by the Company, offset in part by normal depreciation charges.

Accounts  payable and accrued  expenses  decreased from $98,532,000 at April 30,
2008 to $77,850,000 at January 31, 2009,  primarily as a result of the timing of
payments due to  publishers  and  vendors.  In  addition,  under a  distribution
arrangement with one publisher customer of the Newsstand  Distribution  Services
business,  that publisher  bears the ultimate credit risk of  non-collection  of
related  amounts due from the  customers  to which the Company  distributes  the
publisher's  magazines.  Accounts  receivable  subject to this  arrangement were
netted ($29,662,000 was netted at January 31, 2009 and $22,703,000 was netted at
April 30, 2008)  against the related  accounts  payable due the publisher on the
accompanying consolidated balance sheets.

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

Restricted cash of $3,856,000 reflects amounts held in escrow that were received
in connection  with the sale of investment  assets that are  identified as "1031
Exchange  assets" and which are  restricted  pending the purchase of  identified
replacement assets.

On November 7, 2008, the Company,  through a  newly-formed  subsidiary of Kable,
acquired certain assets of a privately-held  product repackaging and fulfillment
industry  company,  including a warehouse.  The aggregate  purchase price of the
assets  purchased was  approximately  $8,500,000,  and was financed from working
capital, bank borrowings and the assumption of a $4,747,000 mortgage note on the
warehouse (see Note 13).

                                       18
<PAGE>

Capital  expenditures totaled $1,521,000 and $5,662,000 in the first nine months
of 2009 and 2008.  Capital  expenditures  in 2009 were  primarily  for  computer
hardware  and  software  development  expenditures  related to the  Subscription
Fulfillment  Services  business.  Capital  expenditures  in 2008  were  also for
computer  hardware  and  software   development   expenditures  related  to  the
Subscription  Fulfillment Services business,  as well as for certain real estate
investment  assets.  Based in part on  discussions  with existing  lenders,  the
Company  believes that it has adequate cash and financing  capability to provide
for its anticipated future capital expenditures,  subject in all respects to the
following discussion about cash flows from financing activities.

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

AMREP  Southwest has a $25,000,000  revolving  credit  facility with a bank that
matures in September  2009.  The revolving  credit  facility had an  outstanding
balance of $25,000,000 at January 31, 2009 and $24,000,000 at February 28, 2009.
At January 31, 2009,  AMREP  Southwest  was in  compliance  with the  facility's
covenants.  As a result of the extreme volatility in the financial markets,  the
cost of obtaining  money has increased and many lenders have increased  interest
rates, imposed tighter lending standards,  refused to refinance existing debt at
maturity on terms  similar to current  terms and, in some cases,  have ceased to
provide funding to borrowers.  The bank has recently initiated  discussions with
AMREP Southwest  regarding a renewal of the arrangement;  however,  the bank has
also indicated that, due to the credit markets and the real estate  economy,  it
would expect  different terms and conditions,  including a higher interest rate,
in order to extend the line.

Kable  maintains  a bank  credit  facility  aggregating  $52,536,000,  including
revolving  credits of  $45,000,000  maturing in May 2010 and term  borrowings of
$7,536,000  maturing in part in December 2009 and the balance in May 2010, which
is  described  in greater  detail in the 2008 Form 10-K.  The total  outstanding
balance of the bank credit  facility was  $12,244,000  at January 31, 2009.  The
facility  requires  Kable to comply with a number of covenants,  including  some
based upon its financial performance measured at the end of its fiscal quarters.
At January 31, 2009, Kable was in compliance with these covenants.  However,  as
reported  in Note 14 to the  financial  statements,  Kable  has a net  estimated
account receivable of approximately $7,500,000 at January 31, 2009 from Anderson
News,  LLC,  a major  wholesaler  customer  of  Kable's  Newsstand  Distribution
Services  business that has ceased  operations and is  liquidating,  and at this
time Kable is unable to estimate the collectibility of the account.  The Company
believes  it is  possible  that a  significant  portion of the  account  will be
determined  to be  uncollectible  and that such  determination  could be made as
early as during the  Company's  current  fiscal  quarter  ending April 30, 2009.
Depending on the amount of the reserve that Kable  establishes for this or other
uncollectible accounts receivable, Kable may become in default of one or more of
the covenants under its credit facility,  unless the non-compliance is waived by
the  lender.  If Kable is unable to obtain a waiver  for any event of default on
satisfactory  terms,  Kable would not be able to borrow funds under the facility
until the  non-compliance is cured and the lender would be permitted to exercise
a number of remedies,  including the rights to seek  immediate  repayment of all
outstanding  loans.  Kable is in  discussions  with the lending  bank,  which is
monitoring  the situation but has not  indicated  what action,  if any, it would
take should such a default occur.

With  respect  to the  Subscription  Fulfillment  Services  unification  project
described above in Results of Operations,  the Company expects that this project
will include a two-to-three year capital expansion program. The Company is still
evaluating various alternatives for this expansion,  which could require capital
expenditures in the range of $15,000,000 to $20,000,000,  of which $3,800,000 is
contemplated  to be provided by AMREP  Southwest  in the form of an "IRS Section
1031  reinvestment"  purchase of an office  building that will be leased back to
Palm Coast Data ("Palm Coast"),  a Kable subsidiary.  The Company also estimates
that the implementation of this program will result in approximately  $6,000,000


                                       19
<PAGE>

of  non-recurring  cash costs for severance,  training and transition,  facility
closings and  equipment  relocation.  To assist in the  program,  Palm Coast has
procured  approximately  $8,000,000 of actual and potential  incentives from the
State of Florida and the City of Palm Coast for the project,  including cash and
employee training grants and tax relief that are largely  contingent on existing
job  retention,  new job  creation  and  capital  investment.  The Company is in
various stages of discussions with several possible lenders to provide financing
for part of this  expansion,  with the  balance  anticipated  to be funded  from
operations.

In all of the above cases, there can be no assurance the required financing will
be available on satisfactory terms.

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

The  Company is  obligated  to make future  payments  under  various  contracts,
including its debt  agreements and lease  agreements,  and is subject to certain
other  commitments and  contingencies.  The table below  summarizes  significant
contractual  obligations  as of January  31,  2009 for the items  indicated  (in
thousands):

<TABLE>
<S>                          <C>            <C>               <C>                <C>             <C>
                                               Less than          1 - 3             3 - 5           More than
Contractual Obligations         Total           1 year            years             years            5 years
-----------------------         -----          ---------          -----             -----           ---------

Notes payable                  $ 42,395         $ 27,029         $ 10,818         $   321           $   4,227
Operating leases and other       24,992            5,233           10,363           6,637               2,759
                             -----------    --------------    -------------     -------------    --------------
Total                          $ 67,387         $ 32,262         $ 21,181         $ 6,958           $   6,986
                             ===========    ==============    =============     =============    ==============
</TABLE>

The  increase  in  notes  payable  from  April  30,  2008  was due to  increased
borrowings by AMREP  Southwest and Media  Services,  and to the  assumption of a
mortgage note payable in connection with the purchase of a warehouse in November
2008  (see  Note  13).  Operating  leases  and  other  includes  liabilities  of
$2,230,000  related to unrecognized  tax benefits and related  accrued  interest
recorded  in  accordance  with  FIN  48.  Refer  to  Notes  9,  14 and 16 to the
consolidated  financial statements included in the 2008 Form 10-K for additional
information on long-term debt and commitments and contingencies.

Pension Plan
------------

With the recent  substantial  declines  in the global  equity and debt  markets,
there has been a  substantial  decline in the fair market value of the assets in
the  Retirement  Plan  for  Employees  of  AMREP  Corporation   ("Plan"),   from
$27,225,000 at April 30, 2008 to approximately $15,623,000 at February 28, 2009.
Under current law,  funding  requirements to the Plan are determined  based upon
the provisions of the Pension  Protection Act of 2006, which generally  requires
"full funding" (as defined) of defined  benefit  pension plans to be made over a
seven  year  period.  As a result,  it is  expected  that  there will be funding
requirements from the Company to the Plan beginning in calendar 2010. The amount
that may be required to be funded by the Company is not presently  determinable,
as it will be based  upon  the fair  market  value of  assets  of the Plan as of
January 1, 2009  ($18,539,000) as compared to the actuarially  computed value of
the  Plan's  vested  liabilities  at that  date,  which  amount has not yet been
determined by the Plan actuary.  In addition,  the change from April 30, 2008 to
April 30, 2009 in the accrued pension liability for the Plan based upon the fair
market value of assets  compared to the pension  benefit  obligation as of those
dates will be reflected as a component  of  comprehensive  income or loss in the
Company's 2009 financial statements.

Risk Factors
------------

In addition to the other  information  set forth in this report included in Part
II,  "Item 1A. Risk  Factors",  the factors  discussed in Part I, "Item 1A. Risk
Factors" in the 2008 Form 10-K,  which  could  materially  affect the  Company's


                                       20
<PAGE>

business, financial condition or future results, should be carefully considered.
The risks  described  herein  and in the 2008  Form 10-K are not the only  risks
facing the Company.  Additional risks and  uncertainties  not currently known to
the Company or that  currently are deemed to be immaterial  also may  materially
adversely  affect the  Company's  business,  financial  condition  or  operating
results.

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

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking  statements made by or on behalf of the Company.  The
Company  and its  representatives  may from  time to time make  written  or oral
statements that are  "forward-looking",  including  statements contained in this
report and other filings with the Securities and Exchange Commission, reports to
the  Company's  shareholders  and news  releases.  All  statements  that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition,  other  written or oral  statements,
which constitute forward-looking  statements, may be made by or on behalf of the
Company. Words such as "expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates",  "projects",  "forecasts",  "may", "should", variations of
such words and similar expressions are intended to identify such forward-looking
statements.  These  statements  are not  guarantees  of future  performance  and
involve certain risks,  uncertainties  and  contingencies  that are difficult to
predict.  These  risks and  uncertainties  include,  but are not limited to, the
risks described above under the heading "Risk Factors". Many of the factors that
will determine the Company's future results are beyond the ability of management
to control  or  predict.  Therefore,  actual  outcomes  and  results  may differ
materially  from  what  is  expressed  or  forecasted  in or  suggested  by such
forward-looking  statements.  The forward-looking  statements  contained in this
report  include,  but are not limited to,  statements  regarding the unification
project  of  the  Subscription  Fulfillment  Services  business  (including  the
Company's estimated related capital  expenditures and incentives  anticipated to
be  received  from  the  State  of  Florida  and the  City of Palm  Coast),  the
receivables owing from Anderson News, LLC, future financing requirements and the
status of negotiations with the Company's  existing lenders,  and future pension
plan funding  obligations.  The Company  undertakes  no  obligation to revise or
update  any  forward-looking  statements,  or to make any other  forward-looking
statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
------- ----------------------------------------------------------
The  Company  has  several  credit  facilities  that  require the Company to pay
interest at a rate that may change periodically. These variable rate obligations
expose the  Company to the risk of  increased  interest  expense in the event of
increases in  short-term  interest  rates.  At January 31, 2009,  borrowings  of
$33,999,000 were subject to variable  interest rates.  Refer to Item 7(A) of the
2008 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 the


                                       21
<PAGE>

Company's management,  including its principal executive and principal financial
officers,  or persons  performing similar  functions,  as appropriate,  to allow
timely  decisions  regarding  disclosure.  The Company  believes  that a control
system,  no matter how well  designed  and  operated,  cannot  provide  absolute
assurance  that  the  objectives  of the  control  system  will be  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
------- -----------------

On February 9, 2009, a civil action was commenced in the United States  District
Court  for  the  Southern   District  of  New  York  entitled  Source  Interlink
Distribution,  LLC, et al. v. American  Media,  Inc.,  et al.  Source  Interlink
Distribution,  LLC ("Source") is a wholesaler of magazines.  It has alleged that
magazine  publishers and distributors,  including Kable  Distribution  Services,
Inc. ("Kable"),  which is a wholly-owned subsidiary of the Company, conspired to
boycott  Source  to  drive  it out  of  business,  and  that  other  wholesalers
participated  in this  effort.  It has asserted  claims  under  Section 1 of the
Sherman Act  (antitrust) for defamation and for tortious  interference  with its
contracts with retailers. Damages have not been quantified. The Company believes
that Kable has good defenses to the claims and intends  vigorously to defend the
lawsuit. However, the lawsuit was commenced very recently and the Company is not
in a position to predict its outcome.

On March 10, 2009, Anderson News, LLC commenced a civil action against Kable and
others. The complaint contains allegations  substantially  similar to those made
by Source.

Item 1A. Risk Factors
-------- ------------

As described  below, a recent  notification  that a significant  customer of the
Company has ceased  operations  and the impact of the current  global  financial
crisis and condition of credit and capital  markets may involve further risks to
the Company's business.

Kable faces a risk of  non-compliance  with a financial  covenant related to its
--------------------------------------------------------------------------------
bank  credit  facility,  and may be unable  to obtain a waiver of such  covenant
--------------------------------------------------------------------------------
default.
--------

As reported in Note 14 to the financial  statements  included in this  Quarterly
Report, Kable has a net estimated account receivable of approximately $7,500,000
from Anderson News, LLC, which has ceased  operations and is in liquidation.  At
this time, Kable is unable to estimate the collectibility of the account.  Kable
was in compliance  with all covenants in its bank credit  facility as of January
31, 2009. However, the Company believes it is possible that a significant amount
of the Anderson News, LLC account  receivable may ultimately be determined to be
uncollectible,  that such  determination  could be made as early as  during  the
Company's  current  fiscal quarter ending April 30, 2009, and that the effect of
this  determination  on Kable's  financial  results  could be to place  Kable in
default  of its credit  facility.  If Kable is unable to obtain a waiver for any
event of default on satisfactory  terms, Kable would not be able to borrow funds
under the credit facility until the non-compliance is cured and the lender would
be  permitted  to  exercise a number of  remedies,  including  the right to seek
immediate  repayment of all outstanding loans. Kable may not be able to obtain a
waiver of any default that occurs on acceptable  terms,  on a timely basis or at
all. In addition,  any waiver may require Kable to pay a fee to the lender under
the credit facility or to amend the terms of the credit facility, which could


                                       22
<PAGE>

increase  its cost of credit  and  related  expenses  and  adversely  impact the
Company's  results  of  operations.  If Kable  fails to  obtain a waiver  of any
default and the lender under the credit  facility  requires Kable to immediately
repay all  amounts  outstanding  under such  facility,  it would have a material
adverse effect on the Company's  liquidity,  business,  financial  condition and
results of operations.

The  effects of the  current  global  economic  crisis may impact the  Company's
--------------------------------------------------------------------------------
business, operating results or financial condition.
---------------------------------------------------

The current global economic crisis has caused a general tightening of the credit
markets,  lower  levels of  liquidity,  increases  in the rates of  default  and
bankruptcy,  and extreme volatility in credit,  equity and fixed income markets.
The macroeconomic  developments could negatively affect the Company's  business,
operating  results or  financial  condition  in a number of ways.  For  example,
current or potential real estate  developers  may be unable to obtain  financing
which could cause them to delay,  decrease or cancel  purchases of land from the
Company,  and  revenues  from  advertising  sources  may  deteriorate  such that
magazine  publishers cease  publishing  certain titles and thus no longer have a
requirement for the Company's services.

The current deterioration of the credit and capital markets may adversely impact
--------------------------------------------------------------------------------
the Company's ability to obtain financing on acceptable terms,  which may hinder
--------------------------------------------------------------------------------
or prevent the Company from meeting its future operational and capital needs.
-----------------------------------------------------------------------------

Global  financial  markets  have  been  experiencing   extreme   volatility  and
disruption,  and the debt and  equity  capital  markets  have  been  exceedingly
distressed.  These  issues  have made,  and will  likely  continue  to make,  it
difficult  to obtain  financing.  Also,  as a result of the  concerns  about the
stability of  financial  markets,  the cost of  obtaining  money from the credit
markets has increased,  as many lenders have increased  interest rates,  enacted
tighter lending standards, refused to refinance existing debt at maturity at all
or except on terms less  favorable  than those of the existing debt, and reduced
or, in some cases,  ceased to provide  funding to borrowers.  Moreover,  even if
lenders are willing and able to provide  adequate  funding,  interest  rates may
rise in the future and therefore  increase the cost of  borrowing.  As a result,
the Company may be unable to obtain  adequate  financing for its operating needs
or for its anticipated future capital expenditures.

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

Exhibit No.                             Description
-----------                             -----------
  10.1    Amended and Restated  Distribution  Agreement dated as of July 1, 2008
          between Kappa Publishing Group, Inc. and Kable Distribution  Services,
          Inc.*
  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.



*Portions  of  this  exhibit  have  been  omitted  pursuant  to  a  request  for
confidential  treatment  under Rule 24b-2 under the  Securities  Exchange Act of
1934.



                                       23
<PAGE>


                                    SIGNATURE
                                    ---------

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

Date:  March 12, 2008         AMREP CORPORATION
                                 (Registrant)

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






                                       24
<PAGE>




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

Exhibit No.                             Description
-----------                             -----------
  10.1    Amended and Restated  Distribution  Agreement dated as of July 1, 2008
          between Kappa Publishing Group, Inc. and Kable Distribution  Services,
          Inc.* - Filed Herewith
  31.1    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.
  31.2    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.
  31.3    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.
  32      Certification required pursuant to 18 U.S.C. Section 1350 - Filed
          herewith.











*Portions  of  this  exhibit  have  been  omitted  pursuant  to  a  request  for
confidential  treatment  under Rule 24b-2 under the  Securities  Exchange Act of
1934.





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