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


                                       OR

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

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

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

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

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


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


Registrant's telephone number, including area code             (212) 705-4700
                                                  ------------------------------

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

                                          Yes   x       No
                                             --------     --------

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                          Yes           No   x
                                             --------     --------

Number of Shares of Common  Stock,  par value  $.10 per  share,  outstanding  at
January 31, 2005 - 6,618,612.
<page>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----




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

Item 1.  Financial Statements

         Consolidated Balance Sheets (Unaudited)
           January 31, 2005 and April 30, 2004                             1

         Consolidated Statements of Operations and Retained Earnings
           (Unaudited) Three Months Ended January 31, 2005 and 2004        2

         Consolidated Statements of Operations and Retained Earnings
           (Unaudited) Nine Months Ended January 31, 2005 and 2004         3

         Consolidated Statements of Cash Flows (Unaudited)
           Nine Months Ended January 31, 2005 and 2004                     4

         Notes to Consolidated Financial Statements                      5 - 6

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                     7 - 10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        11

Item 4.  Controls and Procedures                                           11

PART II.  OTHER INFORMATION

Item 6.  Exhibits                                                          12

SIGNATURE                                                                  13

EXHIBIT INDEX                                                              14
<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)

                                             January 31,          April 30,
                                                2005                2004
                                       ------------------    -------------------

 ASSETS:

 Cash and cash equivalents              $      30,227        $    26,805
 Receivables, net:
    Magazine operations                        49,745             42,768
    Real estate operations                      6,629              6,297
                                       ------------------    -------------------
                                               56,374             49,065

 Real estate inventory                         57,357             58,221
 Property, plant and equipment, at cost,
    net of accumulated depreciation and
    amortization of $21,209 at
    January 31, 2005 and $21,009 at
    April 30, 2004                             16,354             21,299

 Other assets                                  12,725             10,584
 Assets held for sale                           5,760                  -
 Goodwill                                       5,191              5,191
                                       ------------------    -------------------
    TOTAL ASSETS                        $     183,988        $   171,165
                                       ==================    ===================

 LIABILITIES AND SHAREHOLDERS' EQUITY:

 Accounts payable and accrued expenses  $      42,659        $    41,931
 Liabilities held for sale                        188                  -
 Notes payable:
    Amounts due within one year                13,370              1,830
    Amounts subsequently due                    2,964             10,813
                                       ------------------    -------------------
                                               16,334             12,643

 Taxes payable                                    655              1,867
 Deferred income taxes                          7,117              5,996
 Accrued pension cost                           3,206              3,206
                                       ------------------    -------------------
    TOTAL LIABILITIES                          70,159             65,643
                                       ------------------    -------------------

 Shareholders' equity:
    Common stock, $.10 par value;
      shares authorized - 20,000,000;
      7,414,704 shares issued at
      January 31, 2005 and 7,409,204 at
      April 30, 2004                              741                741
    Capital contributed in excess of
      par value                                45,252             45,133
    Retained earnings                          77,952             69,815
    Accumulated other comprehensive loss      ( 4,614)           ( 4,614)
    Treasury stock, at cost;
      796,092 shares at January 31, 2005
      and 803,592 at April 30, 2004           ( 5,502)           ( 5,553)
                                       ------------------    -------------------
    TOTAL SHAREHOLDERS' EQUITY                113,829            105,522
                                       ------------------    -------------------
    TOTAL LIABILITIES AND SHAREHOLDERS'
      EQUITY                            $     183,988        $   171,165
                                       ==================    ===================
                 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, 2005 and 2004
                      (Thousands, except per share amounts)

                                                2005                2004
                                      -----------------      -------------------

REVENUES:

Magazine operations                    $       24,126        $     24,914

Real estate operations - land sales             6,996               7,738

Interest and other operations                     364                 317
                                      -----------------      -------------------
                                               31,486              32,969
                                      -----------------      -------------------

COSTS AND EXPENSES:

Magazine operating expenses                    20,430              21,908

Real estate cost of sales                       3,650               3,847

Real estate commissions and selling               208                 166

Other operations                                  286                 281

General and administrative:
   Magazine operations                          1,860                 974
   Real estate operations and corporate           848                 297

Interest expense, net                             220                 193
                                      -----------------      -------------------
                                               27,502              27,666
                                      -----------------      -------------------
         Income before income taxes             3,984               5,303

PROVISION  FOR  INCOME TAXES                    1,473               1,962
                                      -----------------      -------------------
NET INCOME - CONTINUING OPERATIONS              2,511               3,341
NET INCOME  - DISCONTINUED OPERATION -
    NET OF TAX                                     50                  42
                                      -----------------      -------------------

NET INCOME                                      2,561               3,383

RETAINED EARNINGS, beginning of period         75,391              64,385
                                      -----------------      -------------------
RETAINED EARNINGS, end of period       $       77,952        $     67,768
                                      =================      ===================

NET INCOME PER SHARE - BASIC AND DILUTED
   CONTINUING OPERATIONS               $         0.38        $       0.50
   DISCONTINUED OPERATION                        0.01                0.01
                                      -----------------      -------------------
TOTAL NET INCOME PER SHARE -
   BASIC AND DILUTED                   $         0.39        $       0.51
                                      =================      ===================
COMPREHENSIVE INCOME                   $        2,561        $      2,321
                                      =================      ===================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                           6,619               6,598
                                      =================      ===================
                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, 2005 and 2004
                      (Thousands, except per share amounts)

                                              2005                    2004
                                   -------------------       -------------------
REVENUES:

Magazine operations                    $     72,875            $     76,107

Real estate operations - land sales          24,482                  20,876

Interest and other operations                   997                   1,220
                                   -------------------       -------------------
                                             98,354                  98,203
                                   -------------------       -------------------

COSTS AND EXPENSES:

Magazine operating expenses                  59,680                  63,546

Real estate cost of sales                    10,976                   9,845

Real estate commissions and selling           1,246                     645

Other operations                              1,146                     859

General and administrative:
   Magazine operations                        5,774                   5,738
   Real estate operations and corporate       2,592                   2,118

Interest expense, net                           540                     721
                                   -------------------       -------------------
                                             81,954                  83,472
                                   -------------------       -------------------
         Income before income taxes          16,400                  14,731

PROVISION  FOR  INCOME TAXES                  5,578                   5,451
                                   -------------------       -------------------
NET INCOME - CONTINUING OPERATIONS           10,822                   9,280
NET INCOME (LOSS) -
   DISCONTINUED OPERATION - NET OF TAX        (  40)                    350
                                   -------------------       -------------------
NET INCOME                                   10,782                   9,630
DIVIDEND                                    ( 2,645)                 (1,648)
RETAINED EARNINGS, beginning of period       69,815                  59,786
                                   -------------------       -------------------
RETAINED EARNINGS, end of period       $     77,952            $     67,768
                                   ===================       ===================
NET INCOME PER SHARE - BASIC AND DILUTED
   CONTINUING OPERATIONS               $       1.64            $       1.41
   DISCONTINUED OPERATION                   (  0.01)                   0.05
                                   -------------------       -------------------
TOTAL NET INCOME PER SHARE -
   BASIC AND DILUTED                   $       1.63            $       1.46
                                   ===================       ===================

COMPREHENSIVE INCOME                   $     10,782            $      8,568
                                   ===================       ===================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                         6,613                   6,594
                                   ===================       ===================
                See notes to consolidated financial statements.
                                        3
<page>


                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Nine Months Ended January 31, 2005 and 2004
                                   (Thousands)
                                             2005                    2004
                                      -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                            $     10,782            $      9,630
                                      -----------------       ------------------
 Adjustments to reconcile net income
 to net cash provided by operating
 activities -
  Depreciation and amortization              3,763                   4,213
  Non-cash credits and charges:
   Pension expense accrual                       90                    (530)
   Bad debt reserve                        (    207)                    385
  Stock based compensation - Directors' Plan    135                     109
  Changes in assets and liabilities -
   Receivables                             (  7,150)               ( 15,165)
   Real estate inventory                        864                   4,559
   Other assets                            (  1,510)               (  1,667)
   Accounts payable and accrued expenses        796                   7,193
   Taxes payable                           (  1,212)                    841
   Deferred income taxes                      1,121                   3,079
                                      -----------------       ------------------
    Total adjustments                      (  3,310)                  3,017
                                      -----------------       ------------------
    Net cash provided by operating
    activities                                7,472                  12,647
                                      -----------------       ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                      (  4,041)               (  3,472)
  Proceeds from sale of property,
  plant and equipment                           180                       -
  Acquisition of Distribution Contracts    (    100)                      -
                                      -----------------       ------------------
    Net cash used by investing
    activities                             (  3,961)               (  3,472)
                                      -----------------       ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from debt financing                11,004                  23,592
 Principal debt payments                   (  8,483)               ( 27,059)
 Proceeds from exercise of stock options         35                      17
 Dividends paid                            (  2,645)               (  1,648)
                                      -----------------       ------------------
    Net cash used by financing
    activities                             (     89)               (  5,098)
                                      -----------------       ------------------
 Increase in cash and cash equivalents        3,422                   4,077
CASH AND CASH EQUIVALENTS,
beginning of period                          26,805                  16,443
                                      -----------------       ------------------

CASH AND CASH EQUIVALENTS,
end of period                          $     30,227            $     20,520
                                      =================       ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid -
 net of amounts capitalized            $        465            $        587
                                      =================       ==================
 Income taxes paid - net of refunds    $      5,646            $      1,736
                                      =================       ==================
 Non-cash transactions: Note payable
  for acquisition of Distribution
  Contracts                            $      1,170            $          -
                                      =================       ==================

                See notes to consolidated financial statements.
                                        4
<page>


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

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

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

The  unaudited  consolidated  financial  statements  herein  should  be  read in
conjunction  with the  Company's  annual  report on Form 10-K for the year ended
April 30,  2004 which was  previously  filed with the  Securities  and  Exchange
Commission.

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

The following tables set forth summarized data relative to the industry segments
for continuing  operations in which the Company  operated for the three and nine
month  periods  ended  January 31, 2005 and 2004.  Certain  amounts  included in
"Interest and other operations" on the Consolidated Statements of Operations are
classified  below within the Land  Operations and Corporate and Other  segments,
depending upon the nature of the business activity.

<TABLE>
<S>                                 <C>             <C>             <C>             <C>           <C>

THREE MONTHS:                            Land                                       Corporate
                                      Operations    Distribution    Fulfillment     and Other     Consolidated
                                      ----------    ------------    -----------     ---------     ------------
January  2005 (Thousands):
   Revenues                         $   7,149        $   3,122      $  21,004       $    211      $  31,486
   Operating and SG&A expense           4,402            3,212         19,078            590         27,282
   Management fee                         225               29            196         (  450)             -
   Interest expense, net                    -               31            179             10            220
                                    ----------       ----------     ----------      ---------     ----------
   Pretax income ( loss )           $   2,522        $  (  150)     $   1,551       $     61      $   3,984
                                    ==========       ==========     ==========      =========     ==========

---------------------------------------------------------------------------------------------------------------
January 2004 (Thousands):
   Revenues                         $   7,897        $   2,979      $  21,935       $    158      $  32,969
   Operating and SG&A expenses          4,298            2,616         20,265            294         27,473
   Management fee                         192               23            160           (375)             -
   Interest expense, net                    -               10            129             54            193
                                    ----------       ----------     ----------      ---------     ----------
   Pretax income                    $   3,407        $     330      $   1,381       $    185      $   5,303
                                    ==========       ==========     ==========      =========     ==========
---------------------------------------------------------------------------------------------------------------
</TABLE>
                                               5
<page>

<TABLE>
<S>                                 <C>             <C>             <C>             <C>           <C>


NINE MONTHS:                             Land                                       Corporate
                                      Operations    Distribution    Fulfillment     and Other     Consolidated
                                      ----------    ------------    -----------     ---------     ------------
January 2005 (Thousands):
   Revenues                         $  24,931        $   9,435      $  63,440       $     548     $  98,354
   Operating and SG&A expenses         13,895            8,328         57,126           2,065        81,414
   Management fee                         675               87            588         ( 1,350)            -
   Interest expense, net                    -               28            459              53           540
                                    ----------       ----------     ----------      ----------    ----------
   Pretax income ( loss )           $  10,361        $     992      $   5,267       $ (   220)    $  16,400
                                    ==========       ==========     ==========      ==========    ==========
   Identifiable assets              $  77,569        $  41,322      $  41,269       $  18,637     $ 178,797

   Intangible assets                $       -        $   3,893      $   1,298       $       -     $   5,191
---------------------------------------------------------------------------------------------------------------
January 2004 (Thousands):
   Revenues                         $  21,623        $   9,196      $  66,911       $     473     $  98,203
   Operating and SG&A expenses         11,950            8,130         61,153           1,518        82,751
   Management fee                         577              118            432         ( 1,127)            -
   Interest expense, net                    -               22            537             162           721
                                    ----------       ----------     ----------      ----------    ----------
   Pretax income ( loss )           $   9,096        $     926      $   4,789       $ (    80)    $  14,731
                                    ==========       ==========     ==========      ==========    ==========
   Identifiable assets              $  72,870        $  38,033      $  40,203       $  18,477     $ 169,583

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

(3)     Pending Transaction - Condemnation of Utility Company Subsidiary
        ----------------------------------------------------------------

In September 2004, a jury verdict was reached in court proceedings in connection
with the  condemnation of the Company's El Dorado water utility  subsidiary (the
"Utility") in Santa Fe, New Mexico which valued the Utility at $11 million.  The
condemning authority, the Eldorado Water & Sanitation District (the "District"),
had  proposed a $6.2  million  valuation,  which the Company had  contested.  On
November 9, 2004, the Court entered its Judgment  confirming the jury verdict in
the condemnation  case, and required the District to deposit $7 million into the
Court's  account by December 1, 2004. The Court granted the District  possession
of the Utility fifteen days after the date of the deposit, and required that the
remaining  balance of the verdict be deposited  with interest no later than June
1, 2005. The District made the initial  required $7 million  deposit on November
15, 2004 and took  possession of the Utility's  assets on December 1, 2004.  The
Utility applied to withdraw these monies from the account,  but distribution was
withheld by the Court pending its  determination of whether certain  third-party
claims  against  the  Utility in the Court  could  involve a claim  against  the
proceeds under New Mexico  condemnation law. On March 8, 2005, the Court ordered
the  funds  released  to the  Utility.  If the  District  does not  deposit  the
remaining  balance  of $4  million  before  June 1, 2005,  the  condemnation  is
considered  abandoned,  the  District  must return the  Utility's  assets to the
Utility  and the Utility  must return the funds which have now been  released to
it. The Company  believes that the District is seeking the additional  financing
that it  requires  to complete  the  condemnation,  but the Company is unable to
predict  whether the  District  will obtain  this  financing  or whether it will
complete the condemnation in accordance with the Court's order. The Company will
not record the effect of this transaction, which is estimated to result in a net
gain after taxes of  approximately  $3,400,000,  or the  equivalent of $0.51 per
share,  unless and until the remaining amount due from the District is received.
If this  payment is not  received  in  accordance  with the Court's  Order,  the
Utility  will  regain  ownership  of its assets  and must  return the $7 million
deposit to the District.

As a result of the above,  the Company has accounted  for the  operations of the
Utility as a "Discontinued Operation" in the quarter ended January 31, 2005, and
has reclassified prior periods to conform to this presentation. 6
<page>
Item 2.    Management's Discussion and Analysis of Financial Condition
-------    -----------------------------------------------------------
           and Results of Operations
           -------------------------

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

The Company is primarily  engaged in three  business  segments:  the Real Estate
business  operated by AMREP Southwest Inc. and its various  subsidiaries and the
Fulfillment Services and Newsstand  Distribution Services businesses operated by
Kable News  Company,  Inc. and its various  subsidiaries.  The Company  operates
primarily  in North  America,  and its  foreign  sales  and  activities  are not
significant.

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

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 2004
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,  2004 (the "2004 Form  10-K").  The  preparation  of those
financial  statements required management to make estimates and assumptions that
affected  the  reported  amounts of assets and  liabilities  and  disclosure  of
contingent  assets and liabilities at the dates of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates.

The  significant  accounting  policies of the Company are described in Note 1 to
the 2004 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
the 2004 Form 10-K.  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 2004 consolidated  financial  statements.
The Company did not adopt an accounting  policy in the first nine months of 2005
that had a material impact on its financial  condition,  liquidity or results of
operations.

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

As  discussed in more detail  below,  the Company has begun  accounting  for its
water  utility  subsidiary  as a  "discontinued  operation" in the quarter ended
January 31, 2005. Accordingly, financial information from prior periods has been
reclassified to conform to this presentation.

For the third quarter of fiscal 2005, net income from continuing  operations was
$2,511,000,  or  $0.38  per  share,  compared  to  net  income  from  continuing
operations of $3,341,000, or $0.50 per share, in the same period of fiscal 2004.
Revenues were  $31,486,000 in the third quarter this year versus  $32,969,000 in
the same period last year. For the first nine months of fiscal 2005, the Company
reported  revenues of $98,354,000 and net income from  continuing  operations of
$10,822,000,  or $1.64 per share.  For the  comparable  period  last  year,  the
Company had revenues of $98,203,000 and net income from continuing operations of
$9,280,000,  or $1.41 per share.  Net income from  discontinued  operations  was
$50,000 in the third  quarter of 2005 and $42,000 in the same period of 2004, or
$0.01 per share in each period. For the nine month period,  there was a net loss
from discontinued operations of $40,000 in 2005, or $0.01 per share, compared to
net income of $350,000, or $0.05 per share, in the first nine months of 2004.

                                       7
<page>
Revenues from the Company's Kable News Company  subsidiary  were  $24,126,000 in
the third quarter of 2005 compared to $24,914,000 in the same quarter last year.
This  decrease  of 3.2% was the  result of a 4.2%  revenue  decline  in  Kable's
Fulfillment  Services  segment offset in part by a 4.8% revenue  increase in its
Newsstand  Distribution  Services  business.  For the nine  month  period  ended
January 31, Kable's revenues decreased from $76,107,000 last year to $72,875,000
this year,  primarily  due to a 5.2%  decline in revenues  from the  Fulfillment
Services  segment  which was  offset  in part by a 2.6%  increase  in  Newsstand
Distribution Services revenues.  The decline in Fulfillment Services revenues in
both the three and nine month  periods  was  principally  the result of customer
losses at Kable's  Colorado  fulfillment  business which had been identified and
known prior to Kable's  acquisition of that business in 2003, while the increase
in revenues of Newsstand  Distribution  Services in both periods  resulted  from
additional  business  obtained  in  connection  with  the  purchase  of  certain
distribution  contracts in the third quarter of 2005.  Kable's  total  operating
expenses  decreased  6.7% and 6.1% in the third quarter and first nine months of
2005  compared to the same periods  last year,  with the  operating  expenses of
Fulfillment  Services  decreasing  10.3% and 7.4% in the third quarter and first
nine months of 2005 compared to the same periods of the prior year. This was due
in part to decreases in payroll and other variable  expenses  resulting from the
revenue decrease, reduced third-party charges for outsourced computer processing
and the  inclusion  in the  prior  year of  approximately  $700,000  of costs of
relocating  and  centralizing   certain  fulfillment   operations.   Fulfillment
operating  expenses  amounted to 84.7% of related  revenues in the third quarter
and 84.1%  for the first  nine  months of 2005  compared  to 90.4% and 86.1% for
these  periods in 2004.  Operating  costs for  Newsstand  Distribution  Services
increased  27.4%  and 6.5% in the  third  quarter  and first  nine  months  2005
compared to the same periods  last year,  due to  additional  market study costs
incurred in the third quarter of 2005.  These higher market study costs are also
expected to continue through the fourth quarter.

Revenues from land sales at the Company's AMREP Southwest  subsidiary  decreased
from  $7,738,000  in the third quarter of 2004 to $6,996,000 in the same quarter
this year,  primarily  because  the prior year  quarter  included  the sale of a
relatively large tract of undeveloped residential lots to a homebuilder, whereas
the current year's sales activity  consisted of a higher proportion of recurring
sales  of  developed  residential  lots to  various  homebuilders.  Since  these
recurring  sales of  residential  lots generally  contribute  lower gross profit
percentages than large bulk sales, the gross profit on land sales decreased from
50% in last year's third  quarter to 48% in the same quarter this year.  For the
nine month period,  land sale revenues  increased from  $20,876,000 last year to
$24,482,000  this year,  primarily  because  this  year's  sales  included  more
developed  residential lots. The overall gross profit  percentage  improved from
53% in the first nine  months last year to 55% for the same period this year due
to better margins this year on both developed and undeveloped  residential lots.
As previously  reported,  revenues and related gross profits from land sales can
vary significantly from period to period as a result of many factors,  including
the nature and timing of specific  transactions,  so that prior  results are not
necessarily a good indication of what may occur in future periods.

Real estate  commissions  and selling  expenses  increased  as a  percentage  of
related  revenues from 2.1% and 3.1% for the third quarter and first nine months
of 2004 to 3.0% and 5.1% for the same  periods of 2005 due to closing  more land
sales this year with the  involvement  of a broker.  Such costs  generally  vary
depending  upon  the  terms of  specific  sale  transactions.  Real  estate  and
corporate general and administrative expenses increased in the third quarter and
first nine months of 2005 versus the same period of 2004 principally because the
prior year  included the net benefit of an actuarial  gain  associated  with the
curtailment of future benefits under the Company's pension plan. Kable's general
and administrative  costs increased during both the third quarter and first nine

                                       8
<page>
months of 2005  compared  to the same  periods  of 2004  mainly  because  of its
allocable share of the benefit of the actuarial gain referred to above. Interest
expense  increased  in the third  quarter of 2005  compared  to 2004  because of
slightly higher average borrowings in magazine operations as well as an increase
in the  interest  rate on these  borrowings,  but  decreased  for the first nine
months of 2005  versus  2004  because  of lower  borrowing  requirements  in all
segments of the Company's operations.

Revenues  associated with interest and other  operations  increased in the third
quarter of 2005 as compared to the same period in 2004 as a result of  increased
interest on higher levels of cash equivalents and mortgage note receivables, but
decreased  for the first nine months of 2005 because the prior year included the
recovery of past due interest on a large delinquent mortgage.

During the quarter ended January 31, 2004, the Company recorded a pretax gain of
approximately   $1,700,000  from  the  accelerated  recognition  of  a  deferred
actuarial  gain due to the  curtailment  of future  service  benefits  under the
Company's pension plan as approved by the Board of Directors.  In addition,  the
Company recorded a Comprehensive Loss of $1,700,000, net of $638,000 of deferred
taxes, related to this amortization.


DISCONTINUED OPERATION
----------------------

In September 2004, a jury verdict was reached in court proceedings in connection
with the  condemnation of the Company's El Dorado water utility  subsidiary (the
"Utility") in Santa Fe, New Mexico which valued the Utility at $11 million.  The
condemning authority, the Eldorado Water & Sanitation District (the "District"),
had  proposed a $6.2  million  valuation,  which the Company had  contested.  On
November 9, 2004, the Court entered its Judgment  confirming the jury verdict in
the condemnation  case, and required the District to deposit $7 million into the
Court's  account by December 1, 2004. The Court granted the District  possession
of the Utility fifteen days after the date of the deposit, and required that the
remaining  balance of the verdict be deposited  with interest no later than June
1, 2005. The District made the initial  required $7 million  deposit on November
15, 2004 and took  possession of the Utility's  assets on December 1, 2004.  The
Utility applied to withdraw these monies from the account,  but distribution was
withheld by the Court pending its  determination of whether certain  third-party
claims  against  the  Utility in the Court  could  involve a claim  against  the
proceeds under New Mexico  condemnation law. On March 8, 2005, the Court ordered
the  funds  released  to the  Utility.  If the  District  does not  deposit  the
remaining  balance  of $4  million  before  June 1, 2005,  the  condemnation  is
considered  abandoned,  the  District  must return the  Utility's  assets to the
Utility  and the Utility  must return the funds which have now been  released to
it. The Company  believes that the District is seeking the additional  financing
that it  requires  to complete  the  condemnation,  but the Company is unable to
predict  whether the  District  will obtain  this  financing  or whether it will
complete the condemnation in accordance with the Court's order. The Company will
not record the effect of this transaction, which is estimated to result in a net
gain after taxes of  approximately  $3,400,000,  or the  equivalent of $0.51 per
share,  unless and until the remaining amount due from the District is received.
If this  payment is not  received  in  accordance  with the Court's  Order,  the
Utility  will  regain  ownership  of its assets  and must  return the $7 million
deposit to the District.

As a result of the above, the Company began accounting for the operations of the
Utility as a "Discontinued Operation" in the quarter ended January 31, 2005, and
has reclassified prior periods to conform to this presentation.

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

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

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

Kable  has a line  of  credit  with a  bank  which  allows  it to  borrow  up to
$30,000,000 based upon a prescribed  percentage of eligible accounts receivable,


                                       9
<page>
as defined.  At January  31,  2005,  borrowing  availability  was  approximately
$21,510,000,  against which  $11,254,000  was  outstanding.  This line of credit
bears  interest at the bank's prime rate (5.25% at January 31, 2005) plus 0.25%,
is  collateralized  by substantially  all of Kable's assets and contains various
performance and other  covenants.  Kable also has other  borrowing  arrangements
with  another  lender to finance  capital  expenditures  which allow  borrowings
totaling  approximately  $4,335,000  against which $3,910,000 was outstanding at
January 31, 2005 at a weighted  average  interest rate of 5.3%.  Both agreements
mature  on May 1,  2005,  and  Kable has been  conducting  discussions  with the
current  lenders as well as with other  potential  lenders for financing  beyond
this date.

AMREP  Southwest has a loan agreement with a bank providing a maximum  borrowing
capacity of  approximately  $6,000,000 to support its  operations in New Mexico.
Loans under this  facility bear interest at the prime rate (5.25% at January 31,
2005) less 0.50%,  are  collateralized  by certain  real  estate  assets and are
subject to available  collateral  and various  financial  performance  and other
covenants.  At January 31, 2005, the borrowing availability under this agreement
was approximately $4,751,000, and no amounts were outstanding.

On July 13, 2004, the Company's Board of Directors  declared a special  dividend
of $0.40 per share payable on August 18, 2004 to  shareholders of record on July
27, 2004.  The Board  indicated  that it may  consider  special  dividends  from
time-to-time  in the  future in light of  conditions  then  existing,  including
earnings, financial condition, cash position, and capital requirements and other
needs.

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

Real  estate   inventory  was  $57,357,000  at  January  31,  2005  compared  to
$58,221,000 at April 30, 2004. Kables receivables increased from $42,768,000 at
April 30,  2004 to  $49,745,000  at January 31, 2005 as the result of the timing
and seasonality of billings.

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

The Company is obligated to make future payments under various contracts such as
debt  agreements  and lease  agreements,  and it is  subject  to  certain  other
commitments  and  contingencies.  There have been no material  changes to Future
Payments Under Contractual Obligations as reflected in the Liquidity and Capital
Resources section of Management's  Discussion and Analysis in the Company's 2004
Form 10-K. Refer to Notes 7, 11 and 12 to the consolidated  financial statements
in the  2004  Form  10-K  for  additional  information  on  long-term  debt  and
commitments and contingencies.

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 Company's 2004 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. The Company disclaims any intention
or obligation to update or revise any forward-looking  statements,  whether as a
result of new information, future events or otherwise.


                                       10
<page>
Item 3.   Quantitative and Qualitative Disclosures About Market Risk
-------   ----------------------------------------------------------

The Company has several  credit  facilities or loans that require the Company to
pay  interest  at a rate  that may  change  periodically.  These  variable  rate
obligations  expose the Company to the risk of increased interest expense in the
event  of  increases  in  short-term   interest  rates.  At  January  31,  2005,
approximately $11,254,000 of the Company's total debt of $15,164,000 was subject
to variable  interest rates.  Refer to Item 7(A) of the Company's 2004 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

An evaluation of the effectiveness of our disclosure  controls and procedures as
of the end of the period covered by this report was carried out by the Company's
management,  with the participation of the Company's chief financial officer and
the other executive officers whose certificates accompany this quarterly report.
Based on that  evaluation,  the chief financial  officer and the other executive
officers concluded that our disclosure  controls and procedures as of the end of
the  period  covered  by this  report  are  functioning  effectively  to provide
reasonable  assurance  that the  information  required to be  disclosed by us in
reports  filed  under  the  Securities  Exchange  Act of  1934(i)  is  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 our management,  including our chief financial  officer and the
other  executive  officers  whose  certificates  accompanying  this  report,  as
appropriate,  to allow timely decisions regarding disclosure.  A controls system
cannot provide absolute assurance that the objectives of the controls system are
met, and no  evaluation  of controls  can provide  absolute  assurance  that all
control  issues  and  instances  of fraud,  if any,  within a company  have been
detected.  Subsequent  to the date of the most  recent  evaluation  of  internal
controls, there were no significant changes in internal controls,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.


                                       11
<PAGE>



                           PART II. OTHER INFORMATION


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

         Exhibits
         --------

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

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

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

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


                                       12
<PAGE>






                                    SIGNATURE
                                    ---------



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




                                    AMREP CORPORATION
                                      (Registrant)


Dated:  March  15, 2005         By: /s/ Peter M. Pizza
                                    ---------------------
                                    Peter M. Pizza
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       13
<PAGE>




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



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

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

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

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

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




                                       14
<PAGE>