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                   July 31, 2007
                               -------------------------------------------------

                                       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 (the
"Exchange  Act") 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 or a  non-accelerated  filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer     Accelerated filer  X    Non-accelerated filer
                       ---                    ---                         ---
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 July
31, 2007 - 6,653,112.


<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX



PART I.  FINANCIAL INFORMATION                                         PAGE NO.

Item 1.  Financial Statements

         Consolidated Balance Sheets (Unaudited)
          July 31, 2007 and April 30, 2007                                  1

         Consolidated Statements of Income and Retained Earnings
          (Unaudited) Three Months Ended July 31, 2007 and 2006             2

         Consolidated Statements of Cash Flows (Unaudited)
          Three Months Ended July 31, 2007 and 2006                         3

         Notes to Consolidated Financial Statements                       4 - 9

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                         9 - 13

Item 3. Quantitative and Qualitative Disclosures About Market Risk          14

Item 4. Controls and Procedures                                             14

PART II.  OTHER INFORMATION

Item 6.  Exhibits                                                           14

SIGNATURE                                                                   15

EXHIBIT INDEX                                                               16




<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>

                                                                                        July 31,              April 30,
                                                                                          2007                   2007
                                                                                   ------------------    -------------------

ASSETS:
Cash and cash equivalents                                                          $      38,341         $        42,102
Receivables, net:
  Real estate operations                                                                  25,865                  25,117
  Media services operations                                                               52,921                  47,825
                                                                                   ------------------    -------------------
                                                                                          78,786                  72,942

Real estate inventory                                                                     52,496                  46,584
Investment assets, net                                                                    12,777                  12,165
Property, plant and equipment, net                                                        29,901                  30,518
Intangible and other assets, net                                                          33,273                  34,014
Goodwill                                                                                  54,334                  54,334
                                                                                   ------------------    -------------------
    TOTAL ASSETS                                                                   $     299,908         $       292,659
                                                                                   ==================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable and accrued expenses                                              $      85,580         $        83,557
Dividend payable                                                                           6,630                       -
Deferred revenue                                                                           2,784                   4,352
Notes payable:
 Amounts due within one year                                                               5,651                   5,297
 Amounts subsequently due                                                                 24,637                  27,002
                                                                                   ------------------    -------------------
                                                                                          30,288                  32,299

Taxes payable                                                                              1,513                      55
Deferred income taxes and other long-term liabilities                                     12,191                  11,149
Accrued pension cost                                                                       1,285                   1,243
                                                                                   ------------------    -------------------
    TOTAL LIABILITIES                                                                    140,271                 132,655
                                                                                   ------------------    -------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
 Shares authorized - 20,000,000; 7,419,204 shares issued
 at July 31, 2007 and at April 30, 2007                                                      742                     742
Capital contributed in excess of par value                                                46,085                  46,085
Retained earnings                                                                        120,966                 121,333
Accumulated other comprehensive loss, net                                                 (2,862)                 (2,862)
Treasury stock, at cost; 766,092 shares at July 31, 2007
 and at April 30, 2007                                                                    (5,294)                 (5,294)
                                                                                   ------------------    -------------------
    TOTAL SHAREHOLDERS' EQUITY                                                           159,637                 160,004
                                                                                   ------------------    -------------------
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $     299,908         $       292,659
                                                                                   ==================    ===================

                 See notes to consolidated financial statements.
</TABLE>

                                       1
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
       Consolidated Statements of Income and Retained Earnings (Unaudited)
                    Three Months Ended July 31, 2007 and 2006
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2007                   2006
                                                                                   -----------------     -------------------
REVENUES:
Real estate land sales                                                             $      18,150         $        32,490

Media services operations                                                                 32,299                  20,827

Interest and other                                                                           910                   4,952
                                                                                   -----------------     -------------------
                                                                                          51,359                   58,269
                                                                                   -----------------     -------------------
COSTS AND EXPENSES:
Real estate land sales                                                                     5,762                  11,467
 Operating expenses:
   Media services operations                                                              30,083                  18,162
   Real estate commissions and selling                                                       253                     424
   Other                                                                                     467                     327

General and administrative:
   Media services operations                                                               3,368                   1,730
   Real estate operations and corporate                                                    1,107                     982
Interest expense, net of capitalized amounts                                                 288                      91
                                                                                   -----------------     -------------------
                                                                                          41,328                  33,183
                                                                                   -----------------     -------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                                     10,031                  25,086

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                                      3,711                   9,282

                                                                                   -----------------     -------------------
INCOME FROM CONTINUING OPERATIONS                                                          6,320                  15,804
LOSS FROM OPERATIONS OF DISCONTINUED BUSINESS
  (NET OF INCOME TAXES)                                                                      (57)                      -
                                                                                   -----------------     -------------------
NET INCOME                                                                                 6,263                  15,804

RETAINED EARNINGS, beginning of period                                                   121,333                  81,875

DIVIDEND PAYABLE                                                                          (6,630)                 (5,648)
                                                                                   -----------------     -------------------
RETAINED EARNINGS, end of period                                                   $     120,966         $        92,031
                                                                                   =================     ===================

EARNINGS PER SHARE - BASIC AND DILUTED
  CONTINUING OPERATIONS                                                            $         .95         $          2.38
  DISCONTINUED OPERATIONS                                                                   (.01)                      -
                                                                                   -----------------     -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                             $         .94         $          2.38
                                                                                   =================     ===================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                       6,653                   6,644
                                                                                   =================     ===================

                 See notes to consolidated financial statements.
</TABLE>

                                       2
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                    Three Months Ended July 31, 2007 and 2006
                                   (Thousands)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2007                   2006
                                                                                   ------------------    -------------------
    CASH FLOWS FROM OPERATING ACTIVITIES:

     Net income                                                                    $       6,263         $        15,804
                                                                                   ------------------    -------------------
     Adjustments to reconcile net income to net cash provided by
     operating activities:
      Depreciation and amortization                                                        2,632                   1,447
      Non-cash credits and charges:
        Pension accrual                                                                       42                      50
        Provision for doubtful accounts                                                     (207)                     74
        Gain on disposal of assets                                                             -                  (4,107)
      Changes in assets and liabilities:
        Receivables                                                                       (5,637)                 (1,691)
        Real estate inventory                                                             (5,912)                  5,435
        Intangible and other assets                                                         (230)                 (1,186)
        Accounts payable and accrued expenses, and deferred revenue                          455                  31,721
        Taxes payable                                                                      1,458                   2,969
        Deferred income taxes and other long-term liabilities                              1,042                   1,715
                                                                                   ------------------    -------------------
        Total adjustments                                                                 (6,357)                 36,427
                                                                                   ------------------    -------------------
        Net cash provided (used) by operating activities                                     (94)                 52,231
                                                                                   ------------------    -------------------

    CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures - property, plant, and equipment                                  (993)                   (608)
     Capital expenditures - purchase of investment assets                                   (663)                    (70)
     Proceeds from disposition of assets                                                       -                   6,135
     Restricted cash                                                                           -                  (7,783)
                                                                                   ------------------    -------------------
        Net cash used by investing activities                                             (1,656)                 (2,326)
                                                                                   ------------------    -------------------
    CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from debt financing                                                         23,861                   6,232
     Principal debt payments                                                             (25,872)                 (7,851)
     Exercise of stock options                                                                 -                      13
                                                                                   ------------------    -------------------
        Net cash used by financing activities                                             (2,011)                 (1,606)
                                                                                   ------------------    -------------------
    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                      (3,761)                 48,299
    CASH AND CASH EQUIVALENTS, beginning of period                                        42,102                  46,882
                                                                                   ------------------    -------------------
    CASH AND CASH EQUIVALENTS, end of period                                       $      38,341         $        95,181
                                                                                   ==================    ===================

    SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest paid - net of amounts capitalized                                    $         509         $            91
                                                                                   ==================    ===================
     Income taxes paid - net of refunds                                            $       1,177         $         4,598
                                                                                   ==================    ===================
     Non-cash transaction - Dividend payable                                       $       6,630         $         5,648
                                                                                   ==================    ===================

                 See notes to consolidated financial statements.
</TABLE>

                                       3
<PAGE>





                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                    Three Months Ended July 31, 2007 and 2006

(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 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,  2007 that was  previously  filed  with the  Securities  and  Exchange
Commission.

(2)  Adoption of FIN 48
     ------------------

The Company adopted the provisions of FASB  Interpretation  No. 48,  "Accounting
for Uncertainty in Income Taxes - an  interpretation  of FASB Statement No. 109"
("FIN  48"),  on May 1, 2007.  Previously,  the Company  had  accounted  for tax
contingencies   in  accordance  with  FASB  Statement  No.  5,  "Accounting  for
Contingencies".  As  required by FIN 48, the Company  recognizes  the  financial
statement benefit of a tax position only after determining that the relevant tax
authority  would more likely than not sustain the  position  following an audit.
For  tax  positions  meeting  the  more-likely-than-not  threshold,  the  amount
recognized in the financial  statements is the largest  benefit that  management
believes  has a  greater  than 50  percent  likelihood  of being  realized  upon
ultimate  settlement with the relevant tax authority.  Unrecognized tax benefits
are tax  benefits  claimed in the  Company's  tax returns that do not meet these
recognition and measurement standards.

At the adoption date, the Company  applied FIN 48 to all tax positions for which
the statute of  limitations  remained open. The adoption of FIN 48 had no impact
on the Company's financial  statements.  The Company's deferred income taxes and
other long-term liabilities include an unrecognized tax benefit of $1,354,000 at
May 1, 2007,  which had been  previously  recorded under FASB Statement No. 5 or
FASB Statement No. 109. The Company's  unrecognized tax benefit at July 31, 2007
was $1,648,000. If recognized, the unrecognized tax benefit would have an impact
on the effective tax rate.

The Company is subject to U.S.  Federal income taxes,  and also to various state
and foreign income taxes. Tax regulations  within each  jurisdiction are subject
to the  interpretation  of the  related  tax laws and  regulations  and  require
significant judgment to apply. The Company is not currently under examination by
any tax  authorities  with  respect  to its income  tax  returns.  In nearly all
jurisdictions, the tax years through fiscal April 30, 2003 are no longer subject
to examination.

There were no changes in unrecognized  tax positions  ("UTP") during the period.
The total amount of UTP could increase or decrease within the next twelve months
for a number of reasons,  including the  expiration of statutes of  limitations,
audit  settlements,   tax  examinations  and  the  recognition  and  measurement
considerations  under FIN 48. The Company does not believe that the total amount
of UTP will significantly increase or decrease over the next twelve months.

                                       4
<PAGE>

The Company has elected to retain its existing accounting policy with respect to
the  treatment  of  interest  and  penalties  attributable  to  income  taxes in
accordance  with  FIN 48,  and  continues  to  reflect  interest  and  penalties
attributable  to income taxes,  to the extent they arise,  as a component of its
income tax provision or benefit as well as its outstanding income tax assets and
liabilities.  The total  amount of  interest  and  penalties  recognized  in the
accompanying  consolidated  balance  sheets  was  $395,000  at May 1,  2007  and
$509,000 at July 31, 2007.

(3)  Receivables
     -----------

Media services operations accounts receivable,  net consist of the following (in
thousands):

                                               July 31,             April 30,
                                                 2007                 2007
                                           ----------------     ----------------

Fulfillment Services                        $    30,066          $     29,606
Newsstand Distribution Services,
 net of estimated returns                        23,979                19,550
                                           ----------------     ----------------
                                                 54,045                49,156
Less allowance for doubtful accounts             (1,124)               (1,331)
                                           ----------------     ----------------
                                            $    52,921          $     47,825
                                           ================     ================

Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine  returns of $50,386,000  at July 31, 2007 and  $52,275,000 at April 30,
2007. 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 against the related accounts payable due
the publisher on the accompanying  consolidated  balance sheets ($29,790,000 was
netted at July 31, 2007 and $21,106,000 at April 30, 2007).

(4)  Investment Assets
     -----------------

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

                                               July 31,             April 30,
                                                 2007                 2007
                                           ----------------     ----------------

Land held for long-term investment          $    9,694           $     9,039
                                           ----------------     ----------------
Commercial rental properties:
 Land, buildings and improvements                3,542                 3,535
 Furniture and fixtures                             42                    42
                                           ----------------     ----------------
                                                 3,584                 3,577
 Less accumulated depreciation                    (501)                 (451)
                                           ----------------     ----------------
                                                 3,083                 3,126
                                           ----------------     ----------------
                                            $   12,777           $    12,165
                                           ================     ================



                                       5
<PAGE>

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

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

                                               July 31,             April 30,
                                                 2007                 2007
                                           ----------------     ----------------
Land, buildings and improvements            $   17,571           $   17,217
Furniture and equipment and other               42,486               41,853
                                           ----------------     ----------------
                                                60,057               59,070
Less accumulated depreciation                  (30,156)             (28,552)
                                           ----------------     ----------------
                                            $   29,901           $   30,518
                                           ================     ================


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

Intangible and other assets, net consist of the following (in thousands):

                                               July 31,             April 30,
                                                 2007                 2007
                                           ----------------     ----------------
Software development costs                  $    9,699           $    9,461
Deferred order entry costs                       5,545                5,837
Prepaid expenses                                 3,532                3,302
Customer contracts and relationships            15,000               15,000
Other                                            4,190                5,118
                                           ----------------     ----------------
                                                37,966               38,718
Less accumulated amortization                   (4,693)              (4,704)
                                           ----------------     ----------------
                                            $   33,273           $   34,014
                                           ================     ================


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 12-month  period.  Customer
contracts and relationships are amortized over 12 years.

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

Accounts  payable,  net  and  accrued  expenses  consist  of the  following  (in
thousands):

                                              July 31,              April 30,
                                                2007                  2007
                                           ----------------     ----------------
Publisher payables, net                     $     66,871         $   63,759
Accrued expenses                                   6,076              6,803
Trade payables                                     6,114              3,701
Other                                              6,519              9,294
                                           ----------------     ----------------
                                            $     85,580         $   83,557
                                           ================     ================


Pursuant  to  an  arrangement  with  a  publisher   customer  of  the  Newsstand
Distribution   Services  business,   the  Company  has  netted  $29,790,000  and
$21,106,000 of accounts  receivable against the related accounts payable at July
31, 2007 and April 30, 2007 (see Note 3).


                                       6
<PAGE>


(8)      Notes Payable
                                               July 31,             April 30,
                                                 2007                 2007
                                           ----------------     ----------------
Notes payable:
   Line-of-credit borrowings:
     Real estate operations and other       $     11,000         $    6,000
     Media services operations                     7,116             11,905
   Real estate operations term loan                8,672             10,559
   Other notes payable                             3,500              3,835
                                           ----------------     ----------------
                                            $     30,288         $   32,299
                                           ================     ================

The Company's  AMREP  Southwest  Inc.  subsidiary has a term loan facility and a
revolving  credit facility (the "Real Estate Credit  Facility") with a bank that
matures in September 2008. The term loan is secured by certain notes  receivable
from real estate sales and requires prepayment in an amount equal to collections
on the  notes  receivable  held as  collateral  and the  amount of any that have
experienced  payment  defaults.  The term loan bears interest  fluctuating  from
month-to-month  at the 30-day LIBOR rate (5.32% at July 31,  2007)  adjusted for
regulatory reserve  requirements plus 1.75%. The term loan's outstanding balance
at July 31, 2007 was  $8,672,000  with an interest rate of 7.07%.  The revolving
credit facility has a maximum  borrowing  capacity of $25,000,000 and is used to
support real estate  development in New Mexico.  Borrowings bear interest at the
borrower's  option at (i) the prime rate (8.25% at July 31, 2007) less 1.00%, or
(ii) the 30-day LIBOR rate (5.32% at July 31, 2007) plus 1.65% if borrowings are
less than  $10,000,000 or plus 1.50% if borrowings are  $10,000,000 or above. At
July 31, 2007, the  outstanding  balance of the revolving  credit  agreement was
$11,000,000  with an interest  rate of 6.82%.  The Real Estate  Credit  Facility
contains a number of  restrictive  covenants,  including  one that  requires the
borrower to maintain a minimum tangible net worth.

The Company's Kable Media Services,  Inc. subsidiary,  and certain of its direct
and indirect subsidiaries ("Kable"),  have a credit arrangement with a bank that
provides  (i) a  revolving  credit  loan and  letter  of credit  facility  in an
aggregate  principal amount of up to $35,000,000  ("Facility A"); (ii) a secured
term  loan  of  approximately   $3,000,000   ("Facility  B");  (iii)  a  capital
expenditure  line of  credit in an amount of up to  $1,500,000  to  finance  new
equipment  ("Facility C"); and (iv) a second  revolving  credit loan facility of
$10,000,000  ("Facility  D") that may be used  exclusively  for the  payment  of
accounts  payable  under a  distribution  agreement  with a customer  of Kable's
Distribution  Services  business.  The  borrowers'  obligations  are  secured by
substantially  all of their assets other than real  property and any  borrower's
interest in the capital  securities of any other  borrower or any  subsidiary of
any borrower. Subject to the bank's right to accelerate the obligations upon the
occurrence of an Event of Default,  as defined,  and subject to applicable  cure
periods,  the maturity  dates of Facility A,  Facility C and Facility D are each
May 1, 2010,  and the  maturity  date of Facility B is December  31,  2009.  The
credit arrangement includes customary Events of Default, including cross-default
in respect of certain contracts and subordinated  indebtedness of the borrowers,
certain  of  the  borrowers  ceasing  to be  direct  or  indirect  wholly  owned
subsidiaries of Kable, and a Material Adverse Effect, as defined.

The Facility A, C and D loans bear  interest at  fluctuating  rates that, at the
borrowers'  option, may be either (i) reserve adjusted LIBOR of several possible
durations (5.36% at July 31, 2007) plus a margin  established  quarterly of from
1.5% to 2.5%  dependent  on the  borrowers'  funded  debt to  EBITDA  ratio,  as
defined,  or (ii) the Lender's prime rate (8.25% at July 31, 2007).  At July 31,
2007 the  outstanding  balance under Facility A was $7,116,000  with an interest
rate of 7.11% per annum.  Facility B had an outstanding balance of $2,446,000 at


                                       7
<PAGE>

July 31, 2007  (included in Other notes  payable)  with an interest rate of 6.4%
per annum.  There were no outstanding  balances on Facilities C and D as of July
31, 2007.

The  Kable  credit  arrangement  requires  the  borrowers  to  maintain  certain
financial ratios and contains  customary  covenants and  restrictions,  the most
significant  of which  limit the  ability  of the  borrowers  to  declare or pay
dividends or make other  distributions to the Company unless certain  conditions
are satisfied,  and that limit the annual amount of  indebtedness  the borrowers
may incur for capital expenditures and other purposes.

(9)  Discontinued Operations
     -----------------------

Loss from operations of discontinued business (net of income taxes) in the three
month period ended July 31, 2007 reflects costs  associated  with the settlement
of all litigation  related to the Company's El Dorado,  New Mexico water utility
subsidiary  that were in addition to costs that were  estimated  and accrued for
this matter in the fourth quarter of 2007.

(10) 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 month
periods ended July 31, 2007 and 2006.

<TABLE>
<S>                                          <C>            <C>            <C>                <C>             <C>
                                                                              Newsstand
                                             Real Estate     Fulfillment    Distribution
                                              Operations      Services        Services         Corporate       Consolidated
                                            ----------------------------------------------------------------------------------
Three months ended July 31, 2007 (a):
Revenues                                     $    18,863    $    28,988    $      3,311       $      197      $   51,359

Income from continuing operations                  7,380         (1,859)            248              551           6,320
Provision  (benefit) for income taxes from
   continuing operations                           4,334         (1,090)            143              324           3,711
                                            ----------------------------------------------------------------------------------
Income    from    continuing    operations
   before income taxes                            11,714         (2,949)            391              875          10,031
Interest expense (income), net (b)                    -           1,467            (486)            (693)            288
Depreciation and amortization                        55           2,331             244                2           2,632
                                            ----------------------------------------------------------------------------------
EBITDA (c)                                   $    11,769    $       849    $        149       $      184      $   12,951
                                            ----------------------------------------------------------------------------------

Goodwill                                     $         -    $    50,441    $      3,893       $        -      $   54,334
Total assets                                 $   101,473    $   139,603    $     38,482       $   20,350      $  299,908
Capital expenditures                         $       691    $       949    $         16       $        -      $    1,656

------------------------------------------------------------------------------------------------------------------------------
Three months ended July 31, 2006 (a):
Revenues                                     $    37,092    $    17,572    $      3,255       $      350      $   58,269

Income from continuing operations                 15,273            157             219              155          15,804
Provision  (benefit) for income taxes from
   continuing operations                           8,970             91             129               92           9,282
                                            ----------------------------------------------------------------------------------
Income    from    continuing    operations
   before income taxes                            24,243            248             348              247          25,086
Interest expense (income), net (b)                     -            125             (34)               -              91
Depreciation and amortization                         61          1,157             228                1           1,447
                                            ----------------------------------------------------------------------------------
EBITDA (c)                                   $    24,304     $    1,530    $        542       $      248      $   26,624
                                            ----------------------------------------------------------------------------------

Goodwill                                     $         -     $    1,298    $      3,893       $         -     $    5,191
Total assets                                 $    81,765     $   44,827    $     61,514       $    51,588     $  239,694
Capital expenditures                         $        70     $      600    $          8       $         -     $      678


------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       8
<PAGE>

(a)  Segment information does not include net loss from discontinued  operations
     of $57,000 in the three months ended July 31, 2007.

(b)  Interest expense,  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 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 three business
segments:  the Real Estate  business  operated by AMREP  Southwest  Inc. and its
subsidiaries (collectively,  "AMREP Southwest") and the Fulfillment Services and
Newsstand  Distribution  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
consolidated financial statements and accompanying notes. All references in this
Item 2 to the  first  quarter  or first  three  months of 2008 and 2007 mean the
three-month periods ended July 31, 2007 and July 31, 2006, 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 2007
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,  2007 (the "2007 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 2007 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
Item 7 of the 2007  Form  10-K.  There  have  been no  changes  in the  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 2007 consolidated financial statements.
The Company adopted FASB Interpretation No. 48 ("FIN 48") effective May 1, 2007.
The  adoption  of FIN 48  had no impact on the  Company's  financial  condition,
liquidity  or  results  of  operations.  The  Company  did not  adopt  any other
accounting policies in the first three months of 2008.

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

For the first quarter of 2008,  net income was  $6,263,000,  or $0.94 per share,
compared to net income of $15,804,000,  or $2.38 per share, in the first quarter
of the prior year.  Results for the first  quarter of 2008  included  net income
from continuing  operations of $6,320,000,  or $0.95 per share,  and a loss from


                                       9
<PAGE>

discontinued  operations,  net of tax, of $57,000, or $0.01 per share, while the
results for the first quarter of 2007 were entirely from continuing  operations.
Revenues were  $51,359,000  in the first quarter of 2008 compared to $58,269,000
in the same period last year, a decrease of $6,910,000 (12%).

The net loss from discontinued operations in the first quarter of 2008 reflected
costs incurred in connection  with the  settlement of all litigation  related to
the  Company's  El Dorado,  New Mexico  water  utility  subsidiary  that were in
addition to costs that were  estimated and accrued for this matter in the fourth
quarter of 2007.

First quarter revenues from land sales at AMREP Southwest decreased  $14,340,000
(44%)  compared  to last  year's  first  quarter,  from  $32,490,000  in 2007 to
$18,150,000 in 2008.  This decrease was primarily due to fewer land sales in the
Company's  principal  market of Rio Rancho,  New Mexico and a  reduction  in the
average  selling price of  undeveloped  lots. In the first quarter of 2008,  the
Company sold (i) 122  developed  residential  lots  (totaling  approximately  19
acres) and closed one commercial land sale (totaling  approximately 14 acres) at
an average  selling price of $291,000 per acre,  and (ii) 330  undeveloped  lots
(totaling  approximately  291 acres) at an average  selling price of $29,000 per
acre.  In the first quarter of 2007,  land sales  consisted of (i) 318 developed
residential lots (totaling approximately 52 acres) and ten commercial land sales
(totaling  approximately  13 acres) at an average  selling price of $277,000 per
acre, and (ii) 392  undeveloped  lots (totaling  approximately  250 acres) at an
average  selling price of $59,000 per acre. The increase in the average  selling
price per acre of developed land was due to a change in the mix of projects from
which the land was sold,  while the  decrease  in the average  selling  price of
undeveloped  land was  attributable  to a  substantially  higher  proportion  of
undeveloped  investment  land sold in the  current  year from  locations  in Rio
Rancho that are further removed from developed  areas.  The average gross profit
percentage on land sales  increased  from 65% for the first three months of 2007
to 68% for the same period of 2008. 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,  and prior results are
not necessarily a good indication of what may occur in future periods.

First quarter revenues from Kable increased  $11,472,000  (55%) compared to last
year's first quarter,  from  $20,827,000  in 2007 to  $32,299,000 in 2008.  This
increase was  attributable  to the January 2007  acquisition  of Palm Coast Data
Holdco,  Inc. ("Palm Coast") by Kable.  First quarter  revenues from Fulfillment
Services  operations,  including  the  revenues  of  Palm  Coast,  increased  by
$11,416,000 (65%), from $17,572,000 in 2007 to $28,988,000 in 2008. The increase
in  Fulfillment  Services  revenues  resulting  from the Palm Coast  acquisition
($13,119,000)  was partly  offset by decreases  in revenues  from other parts of
Kable's   Fulfillment   Services  business.   Revenues  from  Kable's  Newsstand
Distribution  Services  operations were comparable to the same period last year,
and  increased by $56,000 (2%) for the three months ended July 31, 2007 compared
to the same period in the prior year.  Kable's operating  expenses  increased by
$11,921,000  (66%) in the first  quarter of 2008  compared to the same period in
the  prior  year,  with  such  increase  being  primarily  attributable  to  the
additional  operating  expenses  of Palm  Coast,  which  were  offset in part by
decreased  payroll and benefit  expenses  resulting  from lower sales volumes in
other parts of the Fulfillment Services business.

The Company recently initiated a project to consolidate the Kable and Palm Coast
fulfillment  operations in order to improve operating  efficiencies and customer
service and also to reduce costs. In connection with this consolidation  effort,
the first quarter results for 2008 included a charge of  approximately  $300,000
for  severance  costs  relating to a workforce  reduction  of  approximately  75
people.  The  Company  expects  to  realize  annual  operating  cost  savings of
approximately $2,700,000 from this workforce reduction.

                                       10
<PAGE>

Interest and other  revenues  decreased by $4,042,000 for the three months ended
July 31, 2007  compared to the same period of the prior year,  primarily  due to
the sale in last year's first quarter of certain AMREP  Southwest  non-inventory
real estate assets, including the Company's office building in Rio Rancho, which
in the aggregate contributed a pre-tax gain of $4,107,000.

Real Estate  commissions and selling expenses decreased by $171,000 in the first
quarter of 2008 compared to the same period in 2007,  primarily due to decreases
in  variable  commissions  and  selling  expenses.  Such  costs  generally  vary
depending  upon the terms of specific  land sale  transactions.  Real estate and
corporate  general  and  administrative  expenses  in the first  quarter of 2008
increased  by  $125,000  compared  to the same  period in 2007 due to  increased
professional and consulting fees. General and  administrative  costs of magazine
operations  increased  $1,638,000  in the first  quarter of 2008 compared to the
same  period in 2007,  primarily  due to the  addition  of Palm Coast  partially
offset by reduced spending in other Media Services operations.

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.

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

AMREP  Southwest has a term loan facility and a revolving  credit  facility (the
"Real Estate Credit  Facility")  with a bank that matures in September 2008. The
term loan is secured by certain  notes  receivable  from real  estate  sales and
requires  prepayment in an amount equal to collections  on the notes  receivable
held as collateral and the amount of any that have experienced payment defaults.
The term loan bears interest fluctuating from month-to-month at the 30-day LIBOR
rate (5.32% at July 31, 2007) adjusted for regulatory reserve  requirements plus
1.75%. The term loan's outstanding  balance at July 31, 2007 was $8,672,000 with
an interest rate of 7.07%. The revolving credit facility has a maximum borrowing
capacity of  $25,000,000  and is used to support real estate  development in New
Mexico.  Borrowings bear interest at the borrower's option at (i) the prime rate
(8.25% at July 31,  2007) less  1.00%,  or (ii) the 30-day  LIBOR rate (5.32% at
July 31, 2007) plus 1.65% if borrowings are less than  $10,000,000 or plus 1.50%
if  borrowings  are  $10,000,000  or above.  At July 31, 2007,  the  outstanding
balance of the revolving  credit agreement was $11,000,000 with an interest rate
of 6.82%.  The Real  Estate  Credit  Facility  contains a number of  restrictive
covenants,  including  one that  requires  the  borrower  to  maintain a minimum
tangible net worth.

Kable and certain  direct and indirect  subsidiaries  have a credit  arrangement
with a bank that  provides  (i) a  revolving  credit  loan and  letter of credit
facility in an aggregate  principal amount of up to $35,000,000  ("Facility A");
(ii) a secured term loan of  approximately  $3,000,000  ("Facility  B"); (iii) a
capital  expenditure  line of credit in an amount of up to $1,500,000 to finance
new equipment  ("Facility C"); and (iv) a second  revolving credit loan facility
of $10,000,000  ("Facility D") that may be used  exclusively  for the payment of
accounts  payable  under a  distribution  agreement  with a customer  of Kable's
Distribution  Services  business.  The  borrowers'  obligations  are  secured by
substantially  all of their assets other than real  property and any  borrower's
interest in the capital  securities of any other  borrower or any  subsidiary of
any borrower. Subject to the bank's right to accelerate the obligations upon the
occurrence of an Event of Default,  as defined,  and subject to applicable  cure
periods,  the maturity  dates of Facility A,  Facility C and Facility D are each
May 1, 2010,  and the  maturity  date of Facility B is December  31,  2009.  The
credit arrangement includes customary Events of Default, including cross-default
in respect of certain contracts and subordinated  indebtedness of the borrowers,
certain  of  the  borrowers  ceasing  to be  direct  or  indirect  wholly  owned
subsidiaries of Kable, and a Material Adverse Effect, as defined.

                                       11
<PAGE>

The Facility A, C and D loans bear  interest at  fluctuating  rates that, at the
borrowers'  option,  may be either (i) reserve  adjusted  LIBOR rates of several
possible durations (5.36% at July 31, 2007) plus a margin established  quarterly
of from 1.5% to 2.5% dependent on the borrowers' funded debt to EBITDA ratio, as
defined,  or (ii) the Lender's prime rate (8.25% at July 31, 2007).  At July 31,
2007 the  outstanding  balance under Facility A was $7,116,000  with an interest
rate of 7.11% per annum.  Facility B had an outstanding balance of $2,446,000 at
July 31, 2007 with an interest rate of 6.4% per annum. There were no outstanding
balances on Facilities C and D as of July 31, 2007.

The  Kable  credit  arrangement  requires  the  borrowers  to  maintain  certain
financial ratios and contains  customary  covenants and  restrictions,  the most
significant  of which  limit the  ability  of the  borrowers  to  declare or pay
dividends or make other  distributions to the Company unless certain  conditions
are satisfied,  and that limit the annual amount of  indebtedness  the borrowers
may incur for capital expenditures and other purposes.

On July 16, 2007, the Board of Directors of the Company  declared a special cash
dividend of $1.00 per share payable on August 24, 2007 to shareholders of record
at the close of business on August 10, 2007.

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

Real Estate  inventory was  $52,496,000 at July 31, 2007 compared to $46,584,000
at April 30, 2007.  Inventory in the  Company's  core real estate  market of Rio
Rancho was  $45,632,000 at July 31, 2007 and  $39,770,000 at April 30, 2007. The
balance of inventory consisted of properties in Colorado. Real estate investment
assets,  which includes land held for long-term investment located in areas that
are not planned to be  developed in the near term and thus not offered for sale,
totaled $12,777,000 at July 31, 2007 and $12,165,000 at April 30, 2007.

Real  Estate  receivables  increased  from  $25,117,000  at  April  30,  2007 to
$25,865,000  at July  31,  2007,  resulting  primarily  from the net  effect  of
mortgage notes received in connection  with real estate sales that closed during
the first three months of 2008 offset in part by payments received on previously
issued mortgage notes. Receivables from Media Services operations increased from
$47,825,000 at April 30, 2007 to $52,921,000 at July 31, 2007,  primarily due to
higher quarter-end billings at July 31, 2007 compared to April 30, 2007.

Accounts  payable and accrued  expenses  increased from $83,557,000 at April 30,
2007 to  $85,580,000  at July 31, 2007,  primarily as a result of an increase in
the amounts due publishers.  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
($29,790,000 was netted at July 31, 2007 and $21,106,000 was netted at April 30,
2007) against the related accounts payable due the publisher on the accompanying
consolidated balance sheets.

Deferred revenue relates to  consideration  received on certain real estate land
sales which are  accounted for under the  percentage  of  completion  method and
which will be recognized as revenue as the Company  completes  land  development
work which it is obligated to perform.

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

Capital  expenditures  amounted to  $1,656,000  and  $678,000 in the first three
months of 2008 and 2007, primarily for the acquisition of real estate investment
property and computer hardware and software development  expenditures related to
Kable's Fulfillment Services business. The Company believes that it has adequate


                                       12
<PAGE>

cash and financing  capability  to provide for its  anticipated  future  capital
expenditures.

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

The Company is obligated to make future payments under various contracts such as
debt  agreements  and  lease  agreements,   and  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 2007 Form 10-K.
Refer to Notes 9, 14 and 15 to the consolidated financial statements included in
the 2007 Form 10-K for additional  information on long-term debt and commitments
and contingencies.

Discretionary Stock Repurchase Program
--------------------------------------

On July 16,  2007,  the  Company  announced  that its  Board  of  Directors  had
authorized the repurchase of up to 500,000 shares of the Company's  common stock
from time to time in the open market or through negotiated private transactions.
No shares were  repurchased  at July 31, 2007.  During the period from August 1,
2007 through September 7, 2007, the Company  repurchased  333,600 shares, all in
the  open  market,  for  an  aggregate  purchase  price,   including   brokerage
commissions,  of $11,146,000.  These  repurchases were funded from cash on hand,
and the Company expects to fund any future  purchases from internally  generated
cash or borrowings.

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

In  addition  to the other  information  set forth in this  report,  the factors
discussed in Part I, "Item 1A. Risk  Factors." in the Company's  2007 Form 10-K,
which could materially  affect the Company's  business,  financial  condition or
future  results,  should be  carefully  considered.  The risks  described in the
Company's  2007 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 project to
consolidate  the  operations  of  the  Fulfillment  Services  business  and  the
estimated  cost savings of the workforce  reduction.  The Company  undertakes no
obligation to revise or update any  forward-looking  statements,  or to make any


                                       13
<PAGE>

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 July  31,  2007,  borrowings  of
$26,788,000 were subject to variable  interest rates.  Refer to Item 7(A) of the
2007 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
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 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.

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

 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>


                                    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: September 10, 2007      AMREP CORPORATION
                                  (Registrant)

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



                                       15
<PAGE>

                                  EXHIBIT INDEX

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




                                       16