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, 2002
                               -------------------------------------------------
                                        OR

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

For the transition period from                        to
                              -----------------------    -----------------------
                         Commission File Number 1-4702
                                                ------
                                AMREP Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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


641 Lexington Avenue, Sixth Floor, New York, New York              10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code               (212) 705-4700
                                                   -----------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                         Yes X No
                                                            ---  ---
Number of Shares of Common Stock, par value $.10 per share, outstanding at March
11, 2002 - 6,573,586.
<PAGE>


                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX




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

         Balance Sheets
            January 31, 2002 (Unaudited) and
            April 30, 2001 (Audited)                                       1

         Statements of Operations and Retained Earnings (Unaudited)
            Three Months Ended January 31, 2002 and 2001                   2

         Statements of Operations and Retained Earnings (Unaudited)
            Nine Months Ended January 31, 2002 and 2001                    3

         Statements of Cash Flows (Unaudited)
            Nine Months Ended January 31, 2002 and 2001                    4

         Notes to Consolidated Financial Statements                      5 - 6

Item 2. Management's Discussion and Analysis                             7 - 9

Item 3. Quantitative and Qualitative Disclosures about Market Risk         9


PART II.  OTHER INFORMATION
-------
Item 4. Exhibits and Reports on Form 8K                                   10

SIGNATURES                                                                11

EXHIBIT INDEX                                                             12


<PAGE>



                          PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
                       AMREP CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
               (Thousands, except par value and number of shares)

                                         January 31, 2002        April 30, 2001
                                       ------------------     ------------------
                                             (Unaudited)             (Audited)
ASSETS
------
Cash and cash equivalents               $      12,721          $      15,941
Receivables, net:
   Real estate operations                       6,552                  7,070
   Magazine circulation operations             36,597                 37,533
Real estate inventory                          62,203                 73,347
Property, plant and equipment, at cost,
   net of accumulated depreciation and
   amortization of $16,454 at
   January 31, 2002 and $15,286 at
   April 30, 2001                              14,958                 14,314
Other assets                                    9,249                 11,448
Excess of cost of subsidiary
   over net assets acquired                     5,191                  5,191
                                       ------------------     ------------------
                                         $    147,471           $    164,844
                                       ==================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable                         $     24,503          $      19,735
Deposits and accrued expenses                   7,379                  7,591
Notes payable:
   Amounts due within one year                 14,535                  9,490
   Amounts subsequently due                     5,441                 34,770
                                       ------------------     ------------------
                                               19,976                 44,260

Taxes payable                                   1,918                  1,595
Deferred income taxes                           1,882                  1,882
                                       ------------------     ------------------
                                               55,658                 75,063
                                       ------------------     ------------------
Commitments and contingencies

Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized - 20,000,000;
    shares issued -7,399,677
    at January 31, 2002 and April 30, 2001        740                    740
  Capital contributed in excess of par value   44,935                 44,935
  Retained earnings                            51,847                 49,815
  Treasury stock, at cost; 826,091 shares
    at January 31, 2002 and April 30, 2001    ( 5,709)                (5,709)
                                       ------------------     ------------------
                                               91,813                 89,781
                                       ------------------     ------------------
                                          $   147,471           $    164,844
                                       ==================     ==================
                See notes to consolidated financial statements.

                                       1
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended January 31, 2002 and 2001
                      (Thousands, except per share amounts)

                                             2002                     2001
                                     ------------------      -------------------
REVENUES
--------
Magazine circulation operations       $     12,178            $       11,786

Real estate operations:
   Land sales                                3,267                     2,921
   Home and condominium sales                    -                       466
                                     ------------------      -------------------
                                             3,267                     3,387

Interest and other operations                  852                       858
                                     ------------------      -------------------

                                            16,297                    16,031
                                     ------------------      -------------------

COSTS AND EXPENSES
------------------
Operating expenses:
   Magazine circulation operations           9,549                    11,830
   Real estate commissions and selling         143                       270
   Other operations                            697                     1,045
Real estate cost of sales:
   Land sales                                2,106                     1,976
   Home and condominium sales                    -                     1,208
General and administrative:
   Magazine circulation operations           1,674                     1,674
   Real estate operations and corporate        777                       965
   Interest, net                               238                       686
                                     ------------------      -------------------
                                            15,184                    19,654
                                     ------------------      -------------------
       Income (loss) before income taxes     1,113                    (3,623)

PROVISION (BENEFIT) FOR  INCOME TAXES          445                    (4,949)
                                     ------------------      -------------------
NET INCOME                                     668                     1,326

RETAINED EARNINGS, beginning of period      51,179                    47,597
                                     ------------------      -------------------
RETAINED EARNINGS, end of period      $     51,847            $       48,923
                                     ==================      ===================
NET INCOME PER SHARE -
    BASIC AND DILUTED                 $       0.10            $         0.20
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                           6,574                     6,600
                                     ==================      ===================
                See notes to consolidated financial statements.


                                       2
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Nine Months Ended January 31, 2002 and 2001
                      (Thousands, except per share amounts)

                                             2002                     2001
                                     ------------------      -------------------
REVENUES
--------
Magazine circulation operations       $     36,888           $       36,855

Real estate operations:
   Land sales                               24,070                    8,804
   Home and condominium sales                  635                    3,186
                                     ------------------      -------------------
                                            24,705                   11,990

Interest and other operations                2,572                    2,787
                                     ------------------      -------------------

                                            64,165                   51,632
                                     ------------------      -------------------

COSTS AND EXPENSES
------------------
Operating expenses:
   Magazine circulation operations          28,983                   31,953
   Real estate commissions and selling         745                      853
   Other operations                          1,937                    2,171
Real estate cost of sales:

   Land sales                               19,519                    4,501
   Home and condominium sales                  739                    4,581
General and administrative:
   Magazine circulation operations           5,074                    5,203
   Real estate operations and corporate      2,585                    3,122
   Interest, net                             1,196                    2,307
                                     ------------------      -------------------
                                            60,778                   54,691
                                     ------------------      -------------------
       Income (loss) before income taxes     3,387                   (3,059)

PROVISION (BENEFIT) FOR  INCOME TAXES        1,355                   (4,724)
                                     ------------------      -------------------
NET INCOME                                   2,032                    1,665

RETAINED EARNINGS, beginning of period      49,815                   47,258
                                     ------------------      -------------------
RETAINED EARNINGS, end of period      $     51,847           $       48,923
                                     ==================      ===================
NET INCOME PER SHARE -
   BASIC AND DILUTED                  $        .31           $          .25
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                           6,574                    6,717
                                     ==================      ===================
                See notes to consolidated financial statements.


                                       3
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Nine Months Ended January 31, 2002 and 2001
                                   (Thousands)
                                              2002                    2001
                                      -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                          $        2,032          $         1,665
                                      -----------------       ------------------
Adjustments to reconcile net income
to net cash provided (used)
by operating activities -
 Depreciation and amortization               1,892                    2,287
 Non-cash credits and charges:
    Gain on disposition of fixed assets          -                  (   192)
    Inventory and joint venture
       valuation adjustments                     -                    1,672
    Pension benefit accrual                (   304)                 (   489)
    Bad debt reserve                           436                    2,107
 Changes in assets and liabilities -
    Receivables                              1,018                    7,915
    Real estate inventory                   11,144                  ( 5,343)
    Other assets                             1,794                      680
    Accounts payable, deposits
      and accrued expenses                   4,556                  ( 2,087)
    Taxes payable                              323                  ( 3,338)
    Deferred income taxes                        -                  (   600)
                                      -----------------       ------------------
        Total adjustments                   20,859                    2,612
                                      -----------------       ------------------
        Net cash provided
          by operating activities           22,891                    4,277
                                      -----------------       ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                   ( 1,827)                 ( 1,837)
    Proceeds from assets sold                    -                      988
                                      -----------------       ------------------
        Net cash used
          by investing activities          ( 1,827)                 (   849)
                                      -----------------       ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt financing            15,386                   16,990
    Principal debt payments                (39,670)                 (19,860)
    Proceeds from exercise of stock option       -                        5
    Purchase of treasury stock                   -                  ( 4,762)
                                      -----------------       ------------------
        Net cash used
           by financing activities         (24,284)                 ( 7,627)
                                      -----------------       ------------------
    Decrease in cash and cash equivalents  ( 3,220)                 ( 4,199)

CASH AND CASH EQUIVALENTS,
    beginning of period                     15,941                   12,934
                                      -----------------       ------------------

CASH AND CASH EQUIVALENTS,
    end of period                   $       12,721          $         8,735
                                      =================       ==================


SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid -
     net of amounts capitalized     $          978          $         1,621
                                      =================       ==================
   Income taxes paid (refunded)     $        1,032          $         ( 771)
                                      =================       ==================
                See notes to consolidated financial statements.


                                       4
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Nine Months Ended January 31, 2002 and 2001

(1)      BASIS OF PRESENTATION
         ---------------------

The  accompanying  unaudited  financial  statements  included  herein  have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange  Commission for interim financial  information.  The April 30, 2001
balance  sheet  amounts  have  been  derived  from the April  30,  2001  audited
financial  statements of the  Registrant.  Since the  accompanying  consolidated
financial  statements do not include all the information and footnotes  required
by accounting  principles  generally  accepted in the United States for complete
financial statements,  it is suggested that they be read in conjunction with the
audited  consolidated  financial  statements  and notes thereto  included in the
Registrant's 2001 Annual Report on Form 10-K. In the opinion of management,  the
accompanying  unaudited financial statements include all adjustments,  which are
of a normal recurring  nature,  necessary to reflect a fair  presentation of the
results for the interim  periods  presented.  The results of operations for such
interim periods are not necessarily indicative of the results to be expected for
the full fiscal year.

(2)      INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT
         -------------------------------------------------------
         INDUSTRY SEGMENTS
         -----------------

The  following  schedules  set forth  summarized  data  relative to the industry
segments  in which the  Company  operates  for the three and nine month  periods
ended January 31, 2002 and 2001. Certain amounts included in "Interest and other
operations" on the  Consolidated  Statements of Operations are classified  below
within the land operations and homebuilding segments,  depending upon the nature
of business activity.
<Table>
THREE MONTHS                           Land        Home                                 Corporate
                                    Operations   Building   Distribution  Fulfillment   and Other   Consolidated
                                                   (a)          (b)
<S>                               <C>            <C>         <C>            <C>          <C>          <C>
January 2002 (Thousands):
   Revenues                       $     3,559    $    3      $    3,543     $  8,635     $  557       $  16,297
   Expenses(excluding interest)         3,011        60           3,298        7,925        652          14,946
   Interest expense, net                   32         -             153           17         36             238
                                  ------------   ------------ ------------  ------------ ------------ ------------

   Pretax income (loss)
     contribution                 $       516    $  (57)     $       92     $    693     $ (131)      $   1,113
                                  ============   ============ ============  ============ ============ ============





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

January 2001 (Thousands):
   Revenues                       $     3,275    $  569      $    3,146     $  8,640     $  401       $  16,031
   Expenses(excluding interest)         2,731     1,424           5,504        8,000      1,309          18,968
   Interest expense, net                  123         8             412          101         42             686
                                  ------------   ------------ ------------  ------------ ------------ ------------
   Pretax income (loss)
     contribution                 $       421    $ (863)     $  ( 2,770)    $    539    $ ( 950)      $(  3,623)
                                  ============  =============  ===========  ============  ===========  ===========





------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       5
<PAGE>

<TABLE>

NINE MONTHS                           Land        Home                                 Corporate
                                    Operations   Building   Distribution  Fulfillment   and Other   Consolidated
                                                   (a)          (b)
<S>                               <C>            <C>         <C>            <C>          <C>          <C>
January 2002 (Thousands):
   Revenues                       $    24,920    $   670      $   11,301     $ 25,587    $ 1,687       $  64,165
   Expenses(excluding interest)        22,020        984           9,772       24,285      2,521          59,582
   Interest expense, net                  113          -             816          159        108           1,196
   Pretax income (loss)            ------------   ------------ ------------  ------------ ------------ ------------
     contribution                 $     2,787    $  (314)     $      713     $  1,143    $(  942)      $   3,387
                                   ============  =============  ===========  ============  ===========  ===========


   Identifiable assets            $    72,875    $ 1,277        $ 35,150     $ 18,607    $19,562       $ 147,471


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

January 2001 (Thousands):
   Revenues                       $     9,918    $ 3,338        $ 10,553     $ 26,302    $ 1,521       $  51,632
   Expenses(excluding interest)         6,813      5,181          12,702       24,454      3,234          52,384
   Interest expense, net                  318         42           1,427          391        129           2,307
                                   ------------  ------------   -----------  ------------ ------------ ------------
   Pretax income (loss)
     contribution                 $     2,787    $(1,885)       $ (3,576)    $  1,457    $(1,842)      $  (3,059)
                                   ============  =============  ===========  ============  ===========  ===========


   Identifiable assets            $    83,077    $ 4,108        $ 42,445     $ 13,983    $16,836       $ 160,449

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

<FN>


(a)  Includes the effect of valuation  adjustments  and other charges related to
     certain   inventories   and  equity   investments   in  joint  ventures  of
     approximately  $1.0 million and $1.4 million recorded in the three and nine
     month periods ended January 31, 2001 respectively,  compared to none in the
     corresponding periods of the current year.
(b)  Includes the effect of  provisions  for bad debt  expense of  approximately
     $1.9 million and $2.1 million  recorded in the three and nine month periods
     ended January 31, 2001 respectively, compared to approximately $100,000 and
     $400,000 in the corresponding periods of the current year.

</FN>
</TABLE>


                                       6
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------
Results of  Operations  for the Three and Nine Month  Periods  ended January 31,
--------------------------------------------------------------------------------
2002 and 2001
-------------
Revenues from magazine circulation  operations increased to $12.2 million in the
third quarter  ended January 31, 2002 from $11.8 million in the prior year,  and
were approximately  $36.9 million for the nine month periods in both fiscal 2001
and 2002. Revenues from Newsstand Distribution Services increased  approximately
13% and 7% for the  three  and  nine  month  periods  ended  January  31,  2002,
respectively,  compared to the corresponding periods of the prior year primarily
due to  improved  magazine  sales  and an  increase  in  the  Company's  average
commission  due to a changed mix of sales.  Revenues from  Fulfillment  Services
were comparable for fiscal 2002's third quarter  compared to the prior year, and
decreased  by 3% in the nine month  period of fiscal 2002  compared to the prior
year due to the loss in the prior year of  sweepstakes  processing  business for
one customer. Magazine circulation operating expenses decreased by 19% and 9% in
the three and nine month  periods  ended  January  31,  2002,  respectively,  as
compared to the same periods last year due to decreases in  payroll-related  and
other  cost  reductions  principally  in  the  Newsstand  Distribution  Services
division as well as reduced bad debt expense in the current year.

Revenues from real estate operations were $3.3 million and $24.7 million for the
three and nine month periods ended January 31, 2002,  respectively,  compared to
$3.4 million and $12.0 million in the comparable  periods of the prior year. The
majority of real estate  revenues were derived from land sale operations in both
years,  and increased in the nine month period of the current fiscal year due to
two large land sales in California  and Colorado  which were made as part of the
Company's  restructuring of its real estate  operations,  including a program to
dispose of all real estate  assets in markets  outside of New  Mexico.  Although
these two large land sales  generated a  substantial  amount of cash,  the gross
profits  realized  were  marginal  and, as a result,  the average  gross  profit
percentage  on all land sales  decreased  from 49% in the first  nine  months of
fiscal 2001 to 19% in the current year.  For the quarter ended January 31, 2002,
the consolidated  gross profit margin was 36% compared to 32% in the prior year.
Gross  profits on land sales in the  Company's  major market of Rio Rancho,  New
Mexico  were 37% and 41% in the three and nine  month  periods  of fiscal  2002,
respectively,  compared to 51% and 57% in the prior year's comparable  quarters,
and decreased  because the current year activity includes  proportionately  more
sales from certain  projects that contribute a lower average gross profit.  Land
sale  revenues  and  related  gross  profits can vary from period to period as a
result of the nature and timing of specific transactions, and thus prior results
are not an  indication  of  amounts  that may be  expected  to  occur in  future
periods.

Real estate  commissions  and selling  expenses  decreased in both the three and
nine month  periods  ended January 31, 2002 and have not varied in proportion to
sales because the commissions and other costs associated with the California and


                                       7
<PAGE>

Colorado land sales discussed above had minimal variable costs.  Real estate and
corporate general and  administrative  expenses  decreased in both the three and
nine month  periods  versus the same periods last year due to the effects of the
Company'  cost  reduction and other  budgetary  control  measures.  General and
administrative costs of magazine circulation  operations in the third quarter of
fiscal 2002 were  comparable to the prior year, and decreased by 2% for the nine
month  period  ended  January  31, 2002 as a result of cost  reduction  measures
instituted.  Interest expense decreased in both the three and nine month periods
ended  January 31, 2002 due to the  effects of both lower  borrowing  levels and
reduced interest rates.

The Company  recognized a tax benefit of $3.5 million  during the quarter  ended
January 31, 2001 from the reversal of an income tax accrual as the result of the
completion of an Internal Revenue Service audit for the years 1993 and 1994.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
During the past several  years,  the Company has financed  its  operations  from
internally  generated  funds from home and land sales and  magazine  circulation
operations,   and  from  borrowings  under  its  various   lines-of-credit   and
construction loan agreements.

Kable News Company has a line-of-credit  with a group of banks. As a result of a
modification of the agreement  entered into in June 2001, the commitment  amount
was reduced to $23.5 million as of January 31, 2002, at which time $10.9 million
was outstanding.  This line bears interest at the prime rate plus 1% and matures
on May 1, 2002. In accordance  with the June 2001  modification,  the commitment
amount will be further reduced to $20 million at April 30, 2002.

Certain of Kable's current lenders have advised that they do not intend to renew
their  lending  commitments  beyond May 1, 2002.  Kable has reached  preliminary
agreement with another lender for a $20 million credit  arrangement  which would
extend through fiscal 2005 at financial terms substantially  comparable to those
of its present  arrangement,  subject to negotiation of the loan  documentation.
Management of Kable  anticipates  that it will be able to finalize this new loan
arrangement prior to May 1, 2002.

The other line-of-credit  borrowings are used principally to support real estate
development in New Mexico. These loans are collateralized by certain real estate
assets and are subject to available collateral and various financial performance
and other  covenants.   At January 31, 2002,  the maximum  available  under real
estate lines-of-credit  totaled $9.8 million of which borrowings of $6.2 million
were outstanding.

During the past  several  years,  the Company has  restructured  its real estate
operations by  winding-down  homebuilding  activities  and selling a substantial
portion  of its  landholdings  in  Colorado,  and  all of  its  landholdings  in
California and Oregon.  At January 31, 2002, inventories had  decreased to $62.2


                                       8
<PAGE>

million  compared to $73.3 million at April 30, 2001  principally as a result of
the two sales of property in  California  and Colorado  discussed  above,  while
notes  payable for real  estate  operations  had  decreased  to $8.6  million at
January  31,  2002 from $13.2  million at April 30,  2001,  in  connection  with
repayment of debt principally provided by proceeds on land sales.

The  Company  will be  requuired  to adopt  Statement  of  Financial  Accounting
Standards  ("SFAS") No. 142.  "Goodwill and Other  Intangible  Assets" on May 1,
2002.  The  Company  has not yet  evaluated  the  effect of SFAS No.  142 on its
consolidated financial statements.

Statement of Forward-Looking Information
----------------------------------------
Certain information included herein and in other Company statements, reports and
filings with the Securities and Exchange  Commission is  forward-looking  within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. Refer to
Item 7 of the Annual Report on Form 10-K for a discussion of the assumptions and
factors on which these  statements are based.  Any changes in the actual outcome
of these assumptions and factors could produce significantly  different results;
accordingly,  all  forward-looking  statements  should  be  evaluated  with  the
understanding of their inherent uncertainty.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------
There have been no material  changes to the  Company's market risk for the nine
month  period  ended  January 31, 2002.  See Item 7(A) of the  Company's  Annual
Report on Form 10-K for the fiscal  year  ended  April 30,  2001 for  additional
information  regarding  quantitative  and qualitative  disclosures  about market
risk.






                                       9
<PAGE>



                                     PART II

                                Other Information



Item 4.  Exhibits and Reports on Form 8-K.
-----------------------------------------
   (a)   Exhibits

         None


   (b)   Reports on Form 8-K

         No  reports on Form 8-K were filed by  Registrant  during the  quarter
         ended January 31, 2002.




                                       10
<PAGE>


                                    FORM 10-Q

                       AMREP CORPORATION AND SUBSIDIARIES

                                   SIGNATURES







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




                                             AMREP CORPORATION
                                                (Registrant)






Dated:         March 12,  2002                By:      /s/ Peter M. Pizza

                                                       Peter M. Pizza
                                                       Vice President and
                                                       Chief Financial Officer
                                                       (Principal Financial and
                                                       Accounting Officer




                                       11
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES



                                  EXHIBIT INDEX





                           None



                                       12
<PAGE>