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           October 31, 2006
                               --------------------------

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

212 Carnegie Center, Suite 302, Princeton, New Jersey               08540
--------------------------------------------------------------------------------
(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       Non-accelerated filer  X
                        -----                   -----                       ----

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
October 31, 2006 - 6,652,612.

<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----

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

         Consolidated Balance Sheets (Unaudited)
                October 31, 2006 and April 30, 2006                       1

         Consolidated Statements of Operations and Retained Earnings
            (Unaudited) Three Months Ended October 31, 2006 and 2005      2

         Consolidated Statements of Operations and Retained Earnings
            (Unaudited) Six Months Ended October 31, 2006 and 2005        3

         Consolidated Statements of Cash Flows (Unaudited)
            Six Months Ended October 31, 2006 and 2005                    4

         Notes to Consolidated Financial Statements                     5 - 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       13

Item 4.  Controls and Procedures                                        13 - 14

PART II.  OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds      14

Item 4.  Submission of Matters to a Vote of Security Holders              14

Item 6.  Exhibits                                                       14 - 15

SIGNATURE                                                                 15

EXHIBIT INDEX                                                             16



<PAGE>

                           PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
-------  --------------------
<TABLE>


                       AMREP CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheets (Unaudited)
               (Thousands, except par value and number of shares)
<S>                                                                                 <C>                   <C>
                                                                                       October 31,            April 30,
                                                                                           2006                   2006
                                                                                    ------------------    -------------------

 ASSETS:
 Cash and cash equivalents                                                          $      110,167        $         46,882
 Restricted cash                                                                             4,232                       -
 Receivables, net:
   Real estate operations                                                                   16,574                  14,592
   Media services operations                                                                42,510                  37,140
                                                                                    ------------------    -------------------
                                                                                            59,084                  51,732

 Real estate inventory                                                                      40,583                  47,533
 Investment assets, net                                                                     11,992                  11,586
 Property, plant and equipment, net                                                          9,790                  10,879
 Other assets, net                                                                          16,921                  15,238
 Goodwill                                                                                    5,191                   5,191
                                                                                    ------------------    -------------------
      TOTAL ASSETS                                                                  $      257,960        $        189,041
                                                                                    ==================    ===================

 LIABILITIES AND SHAREHOLDERS' EQUITY:
 LIABILITIES:
 Accounts payable and accrued expenses                                              $       79,481        $         39,382
 Deferred revenue                                                                            6,547                   7,741
 Notes payable:
  Amounts due within one year                                                                1,644                   1,673
  Amounts subsequently due                                                                   2,827                   4,343
                                                                                    ------------------    -------------------
                                                                                             4,471                   6,016

 Taxes payable                                                                               5,108                   4,548
 Deferred income taxes                                                                      13,490                   9,150
 Accrued pension cost                                                                        3,334                   3,234
                                                                                    ------------------    -------------------
     TOTAL LIABILITIES                                                                     112,431                  70,071
                                                                                    ------------------    -------------------

 SHAREHOLDERS' EQUITY:
 Common stock, $.10 par value;
     Shares authorized - 20,000,000; 7,418,704 shares issued
     at October 31, 2006 and 7,417,204 at April 30, 2006                                       741                     741
 Capital contributed in excess of par value                                                 46,061                  45,772
 Retained earnings                                                                         108,093                  81,875
 Accumulated other comprehensive loss, net                                                  (4,072)                 (4,072)
 Treasury stock, at cost; 766,092 shares at October 31, 2006
  and 773,592 shares at April 30, 2006                                                      (5,294)                 (5,346)
                                                                                    ------------------    -------------------
      TOTAL SHAREHOLDERS' EQUITY                                                           145,529                 118,970
                                                                                    ------------------    -------------------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                    $      257,960        $        189,041
                                                                                    ==================    ===================

</TABLE>
                   See notes to consolidated financial statements.

                                       1
<PAGE>
<TABLE>

                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended October 31, 2006 and 2005
                      (Thousands, except per share amounts)
<S>                                                                         <C>                    <C>
                                                                                  2006                    2005
                                                                            -----------------      -------------------
REVENUES:
Real estate operations - land sales                                         $     31,707            $      11,650

Media services operations                                                         22,913                   22,695

Interest and other                                                                 1,435                      502
                                                                            -----------------      -------------------
                                                                                  56,055                   34,847
                                                                            -----------------      -------------------
COSTS AND EXPENSES:
Real estate cost of sales - land sales                                             8,017                    5,365
Operating expenses:
   Media services operating expenses                                              18,663                   18,477
   Real estate commissions and selling                                               490                      312
   Other operations                                                                  225                      307

General and administrative:
   Media services operations                                                       1,587                    1,982
   Real estate operations and corporate                                            1,495                    1,120
Interest expense                                                                      83                       69
                                                                           -----------------      -------------------
                                                                                  30,560                   27,632
                                                                           -----------------      -------------------
   Income from continuing operations before income taxes                          25,495                    7,215

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                              9,433                    2,153
                                                                           -----------------      -------------------
INCOME FROM CONTINUING OPERATIONS                                                 16,062                    5,062

(LOSS) FROM OPERATIONS OF DISCONTINUED BUSINESS
  (NET OF INCOME TAXES)                                                                -                       (6)
                                                                           -----------------      -------------------
NET INCOME                                                                        16,062                    5,056

RETAINED EARNINGS, beginning of period                                            92,031                   84,415
                                                                           -----------------      -------------------
RETAINED EARNINGS, end of period                                           $     108,093           $       89,471
                                                                           =================      ===================

EARNINGS PER SHARE - BASIC AND DILUTED:
  CONTINUING OPERATIONS                                                    $        2.42           $          0.76
  DISCONTINUED OPERATIONS                                                              -                      0.00
                                                                           -----------------      -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                     $        2.42           $          0.76
                                                                           =================      ===================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                               6,649                    6,630
                                                                           =================      ===================

</TABLE>
                   See notes to consolidated financial statements.

                                       2
<PAGE>
<TABLE>

                                             AMREP CORPORATION AND SUBSIDIARIES
                          Consolidated Statements of Operations and Retained Earnings (Unaudited)
                                         Six Months Ended October 31, 2006 and 2005
                                           (Thousands, except per share amounts)
<S>                                                                         <C>                    <C>

                                                                                  2006                      2005
                                                                            -----------------      -------------------
REVENUES:
Real estate operations - land sales                                         $    64,197             $     19,059

Media services operations                                                        43,740                   44,850

Interest and other                                                                6,387                      952
                                                                            -----------------      -------------------
                                                                                114,324                   64,861
                                                                            -----------------      -------------------
COSTS AND EXPENSES:
Real estate cost of sales - land sales                                           19,484                   10,128
Operating expenses:
   Media services operating expenses                                             36,825                   36,982
   Real estate commissions and selling                                              914                      578
   Other operations                                                                 552                      616

General and administrative:
   Media services operations                                                      3,317                    4,144
   Real estate operations and corporate                                           2,477                    2,129
Interest expense                                                                    174                      209
                                                                            -----------------      -------------------
                                                                                 63,743                   54,786
                                                                            -----------------      -------------------
   Income from continuing operations before income taxes                         50,581                   10,075

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                            18,715                    3,211
                                                                            -----------------      -------------------
INCOME FROM CONTINUING OPERATIONS                                                31,866                    6,864

INCOME FROM OPERATIONS OF DISCONTINUED BUSINESS
  (NET OF INCOME TAXES)                                                               -                    3,556
                                                                            -----------------      -------------------
NET INCOME                                                                       31,866                   10,420

RETAINED EARNINGS, beginning of period                                           81,875                   82,695

DIVIDEND PAID                                                                    (5,648)                  (3,644)
                                                                            -----------------      -------------------
RETAINED EARNINGS, end of period                                            $   108,093             $     89,471
                                                                            =================      ===================

EARNINGS PER SHARE - BASIC AND DILUTED:
  CONTINUING OPERATIONS                                                     $      4.79             $       1.04
  DISCONTINUED OPERATIONS                                                             -                     0.53
                                                                            -----------------      -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                      $      4.79             $       1.57
                                                                            =================      ===================

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                                                           6,646                    6,628
                                                                            =================      ===================

</TABLE>
                   See notes to consolidated financial statements.

                                       3
<PAGE>
<TABLE>

                                       AMREP CORPORATION AND SUBSIDIARIES
                                Consolidated Statements of Cash Flows (Unaudited)
                                   Six Months Ended October 31, 2006 and 2005
                                                   (Thousands)
<S>                                                                         <C>                     <C>

                                                                                   2006                    2005
                                                                            -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                 $    31,866             $     10,420
                                                                            -----------------       ------------------
 Adjustments to reconcile net income to net cash provided by
 operating activities:
  Depreciation and amortization                                                   2,937                    2,618
  Non-cash credits and charges:
    Pension expense accrual                                                         107                      102
    Provision for doubtful accounts                                                  80                      (65)
  Stock based compensation - Directors' Plan                                        327                      212
  Gain on disposition of assets                                                  (4,112)                  (5,516)
  Changes in assets and liabilities:
    Receivables                                                                  (7,432)                   6,243
    Real estate inventory                                                         6,991                     (280)
    Other assets                                                                 (2,416)                  (1,670)
    Accounts payable and accrued expenses                                        40,092                   (2,934)
    Deferred revenue                                                             (1,194)                       -
    Taxes payable                                                                   560                     (340)
    Deferred income taxes                                                         4,340                    2,048
                                                                            -----------------      ------------------
      Total adjustments                                                          40,280                      418
                                                                            -----------------      ------------------
      Net cash provided by operating activities                                  72,146                   10,838
                                                                            -----------------      ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures:
   Property, plant, and equipment                                                (1,098)                  (1,694)
   Investment assets                                                             (2,492)                       -
   Proceeds from disposition of assets                                            6,140                    4,047
   Restricted cash                                                               (4,232)                       -
                                                                            -----------------      ------------------
     Net cash provided (used) by investing activities                            (1,682)                   2,353
                                                                            -----------------      ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from debt financing                                                    12,181                   14,259
 Principal debt payments                                                        (13,726)                 (12,332)
 Exercise of stock options                                                           14                        -
 Dividends paid                                                                  (5,648)                  (3,644)
                                                                            -----------------      ------------------
      Net cash (used) by financing activities                                    (7,179)                  (1,717)
                                                                            -----------------      ------------------
      Increase in cash and cash equivalents                                      63,285                   11,474
 CASH AND CASH EQUIVALENTS, beginning of period                                  46,882                   37,743
                                                                            -----------------      ------------------

 CASH AND CASH EQUIVALENTS, end of period                                   $   110,167            $      49,217
                                                                            =================      ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid - net of amounts capitalized                                 $       169            $         222
                                                                            =================      ==================
 Income taxes paid - net of refunds                                         $    13,814            $       3,592
                                                                            =================      ==================

</TABLE>
                   See notes to consolidated financial statements.

                                       4
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended October 31, 2006 and 2005

(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 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,  2006 that was  previously  filed  with the  Securities  and  Exchange
Commission.

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

Restricted  cash  consists  of  amounts  held in escrow  that were  received  in
connection with (i) sales of  non-inventory  assets that are identified as "1031
Exchange assets" and which are restricted pending the purchase or identification
of replacement  assets  ($3,916,000)  and (ii) certain land sales  accounted for
under the  "percentage  of completion  method" and which are  restricted for the
payment of land  development  work that the  Company  is  required  to  complete
($316,000).

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

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

                                          October 31,            April 30,
                                             2006                  2006
                                       ---------------      ----------------
Fulfillment Services                    $   22,858           $      20,266
Newsstand Distribution Services,
 net of estimated returns                   21,164                  18,409
                                       ---------------      ----------------
                                            44,022                  38,675
Allowance for doubtful accounts             (1,512)                 (1,535)
                                       ---------------      ----------------
                                        $   42,510           $      37,140
                                       ===============      ================


Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine  returns of $55,584,000  and  $54,071,000 at October 31, 2006 and April
30, 2006. In addition, pursuant to an arrangement with one publisher customer of
the Newsstand  Distribution  Services  segment that commenced in April 2006, the
publisher bears the ultimate credit risk of  non-collection  of amounts due from
the customers to which the Company  distributed the publisher's  magazines under
this arrangement.  Accounts receivable subject to this arrangement  ($33,567,000
and  $20,368,000  at October 31, 2006 and April 30, 2006) are netted against the
related  accounts  payable due the  publisher on the  accompanying  consolidated
balance sheets.


                                       5
<PAGE>


(4) Property, plant and equipment
    -----------------------------

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

                                         October 31,           April 30,
                                            2006                 2006
                                       ----------------     ----------------

Land, buildings and improvements        $     4,304          $    4,397
Furniture and equipment                      31,098              30,117
Other                                            77                  96
                                       ----------------     ----------------
                                             35,479              34,610
Less accumulated depreciation               (25,689)            (23,731)
                                       ----------------     ----------------
                                        $     9,790          $   10,879
                                       ================     ================


(5) Other Assets
    ------------

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

                                         October 31,           April 30,
                                             2006                 2006
                                       ----------------     ----------------
Software development costs              $     8,868          $   7,787
Deferred order entry costs                    4,029              3,872
Prepaid expenses                              2,681              2,137
Other                                         4,523              3,841
                                       ----------------     ----------------
                                             20,101             17,637
Less accumulated amortization                (3,180)            (2,399)
                                       ----------------     ----------------
                                        $    16,921          $  15,238
                                       ================     ================


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 data base
files and are  charged  directly to  operations  over a 12-month  period.  Other
includes the acquisition costs of certain customer  contracts that are amortized
over periods that generally range from three to five years.

(6) Accounts Payable and Accrued Expenses
    -------------------------------------

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

                                           October 31,        April 30,
                                              2006               2006
                                       ----------------     ----------------
Publisher payables, net                 $    66,531          $    27,273
Accrued expenses                              5,617                4,320
Trade payables                                2,440                2,602
Other                                         4,893                5,187
                                       ----------------     ----------------
                                        $    79,481          $    39,382
                                       ================     ================


Publisher payables increased from April 30, 2006 to October 31, 2006 as a result
of  additional  magazine  purchases by the Company under an  arrangement  with a
publisher  customer  of  the  Newsstand   Distribution  Services  business  that
commenced  in April  2006.  In  addition,  as  discussed  more  fully in Note 3,
pursuant to this arrangement the Company has netted  $33,567,000 and $20,368,000

                                       6
<PAGE>

of accounts  receivable against the related accounts payable at October 31, 2006
and April 30, 2006.

(7) Discontinued operations
    -----------------------

Net  income  (loss)  from  discontinued  operations  in the  three and six month
periods  ended October 31, 2005  reflects the gain from the  disposition  of the
primary assets of the Company's El Dorado, New Mexico water utility  subsidiary,
which were taken through condemnation proceedings.

(8) 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 six
month periods ended October 31, 2006 and 2005.

<TABLE>

<S>                                  <C>             <C>            <C>             <C>           <C>
THREE MONTHS:                                                        Newsstand
                                      Real Estate    Fulfillment    Distribution
                                      Operations      Services        Services       Corporate    Consolidated
                                     --------------  -------------  -------------  -------------  ------------
October 2006 (Thousands):
 Revenues                            $    32,430      $  18,969     $    4,187     $     469      $    56,055
 Operating and G&A expenses                9,380         17,371          2,878           848           30,477
 Management fee (income)                     248            207             43          (498)               -
 Interest expense                              -            167            (84)            -               83
                                     --------------  -------------  -------------  -------------  ------------
 Pretax income contribution
    from continuing operations       $    22,802      $   1,224     $    1,350     $     119      $    25,495
                                     ==============  =============  =============  =============  ============
--------------------------------------------------------------------------------------------------------------

October 2005 (Thousands):
 Revenues                            $    11,975      $  19,514     $    3,181     $     177      $    34,847
 Operating and G&A expenses                6,401         17,623          2,835           704           27,563
 Management fee (income)                     249            213             36          (498)               -
 Interest expense                              -            117            (48)            -               69
                                     --------------  -------------  -------------  -------------  ------------
 Pretax income contribution from
    continuing operations            $     5,325      $   1,561     $      358     $     (29)     $     7,215
                                     ==============  =============  =============  =============  ============

</TABLE>




                                       7
<PAGE>
<TABLE>

<S>                                  <C>             <C>            <C>            <C>            <C>
SIX MONTHS:                                                          Newsstand
                                      Real Estate    Fulfillment    Distribution
                                      Operations      Services        Services       Corporate    Consolidated
                                     --------------  -------------  -------------  -------------  ------------
October 2006 (Thousands):
 Revenues                            $    69,522      $  36,541     $    7,442     $     819      $    114,324
 Operating and G&A expenses               21,979         34,364          5,777         1,449            63,569
 Management fee (income)                     498            413             85          (996)                -
 Interest expense                             -             292           (118)            -               174
                                     --------------  -------------  -------------  -------------  ------------
 Pretax income contribution from
    continuing operations            $    47,045      $   1,472     $    1,698     $     366      $     50,581
                                     ==============  =============  =============  =============  ============
 Identifiable assets                 $    79,954      $  46,067     $   65,213     $  61,535      $    252,769

 Intangible assets                   $         -      $   1,298     $    3,893     $       -      $      5,191

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

October 2005 (Thousands):
 Revenues                            $    19,664      $  38,058     $    6,792     $     347      $     64,861
 Operating and G&A expenses               12,112         35,468          5,657         1,340            54,577
 Management fee (income)                     498            426             72          (996)                -
 Interest expense                              -            227            (18)            -               209
                                     --------------  -------------  -------------  -------------  ------------
Pretax income contribution from
   continuing operations             $     7,054      $   1,937     $    1,081     $       3      $     10,075
                                     ==============  =============  =============  =============  ============
Identifiable assets                  $    75,039      $  44,907     $   35,244     $  34,719      $    189,909

Intangible assets                    $         -      $   1,298     $    3,893     $       -      $      5,191

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


(9) New and Emerging Accounting Standards
    -------------------------------------

In June 2006, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Interpretation  No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48").
FIN 48 clarifies the  accounting for  uncertainty in income taxes  recognized in
the Company's  financial  statements in accordance  with FASB Statement No. 109,
Accounting for Income Taxes, and provides guidance for recognizing and measuring
tax  positions  taken or that are  expected  to be  taken in a tax  return  that
directly or indirectly affect amounts reported in the financial statements.  FIN
48 also  provides  accounting  guidance  for  related  income tax effects of tax
positions  that  do  not  meet  the  recognition  threshold  specified  in  this
interpretation.  FIN 48 is effective for fiscal years  beginning  after December
15,  2006.  The Company is currently  evaluating  the  application  of FIN 48 to
determine the potential impact on its financial statements.

In  September  2006,  the FASB  issued  Statement  No.  158  ("SFAS  No.  158"),
"Employers'  Accounting  for Defined  Benefit  Pension and Other  Postretirement
Plans - an amendment of FASB Statement  Nos. 87, 88, 106, and 132(R)".  SFAS No.
158  requires a company  that  sponsors a  postretirement  benefit plan to fully
recognize, as an asset or liability, the overfunded or underfunded status of its
benefit  plan in its  balance  sheet.  The  funded  status  is  measured  as the
difference  between  the  fair  value  of the  plan's  assets  and  its  benefit
obligation.  This  provision is effective for public  companies for fiscal years
ending  after  December  15, 2006.  In  addition,  SFAS No. 158 also  requires a
company to measure its plan assets and benefit  obligations  as of its  year-end
balance  sheet date.  Currently,  a company is permitted to choose a measurement
date up to three  months  prior to its  year-end  to  measure  plan  assets  and
obligations.  This  provision is effective  for all  companies  for fiscal years
ending after December 15, 2008. The Company does not expect the adoption of this
Statement  will have a material  impact on its  financial  position,  results of
operations or cash flows.


                                       8
<PAGE>


(10) Pending Acquisition
     -------------------

On November 7, 2006, the Company's Kable Media Services, Inc. subsidiary entered
into an agreement to acquire Palm Coast Data,  LLC, a company in the fulfillment
services  industry.  The total  transaction  value is approximately $92 million,
subject to working  capital  and other  adjustments.  Kable plans to finance the
acquisition using a combination of internal funds and borrowings. The closing of
the  transaction is subject to customary  closing  conditions and is expected to
occur early in calendar 2007.


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"). 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  second  quarter  or first  six  months  of 2007 and 2006 mean the
fiscal three or six month  periods  ended October 31, 2006 and October 31, 2005,
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 2006
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,  2006 (the "2006 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 amounts or results could differ from those estimates.

The  significant  accounting  policies of the Company are described in Note 1 to
the 2006 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
Item 7 in the 2006  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 is
included in the notes to the 2006 consolidated financial statements. The Company
did not adopt an  accounting  policy in the first six months of fiscal 2007 that
had a  material  impact on its  financial  condition,  liquidity  or  results of
operations.

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


For the second quarter of fiscal 2007, net income was $16,062,000,  or $2.42 per
share,  compared to net income of $5,056,000,  or $0.76 per share, in the second


                                       9
<PAGE>

quarter of the prior fiscal year.  For the first six months of fiscal 2007,  net
income  was  $31,866,000,  or  $4.79  per  share,  compared  to  net  income  of
$10,420,000,  or $1.57 per share, in the same period of fiscal 2006. Results for
the second  quarter and first six months of 2007 were entirely  from  continuing
operations,  whereas the prior  year's  results  included a net gain (loss) from
discontinued  operations of ($6,000) in the second  quarter and  $3,556,000,  or
$0.53 per  share,  for the six  month  period.  Revenues  were  $56,055,000  and
$114,324,000  in the current  year's second  quarter and first six months versus
$34,847,000 and $64,861,000 in the same periods last year.

Revenues from land sales at the Company's AMREP Southwest  subsidiary  increased
from  $11,650,000  in the second quarter of fiscal 2006 to $31,707,000 in fiscal
2007's  second  quarter.  For the six months ended  October 31,  these  revenues
increased from  $19,059,000  last year to $64,197,000 this year. The substantial
revenue  increases in both periods of 2007 were primarily due to increased sales
of developed and undeveloped  residential lots in the Company's principal market
of Rio  Rancho,  New  Mexico,  as well  as  from  increased  sales  of land  for
commercial use. The average gross profit percentage on land sales increased from
54% and 47% in the  second  quarter  and first six months of 2006 to 75% and 70%
for the same periods of 2007, primarily reflecting a greater proportion of sales
of undeveloped lots in the first quarter and first six months of 2007 versus the
same periods last year.  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.

Revenues from the  Company's  Kable Media  Services  subsidiary  increased  from
$22,695,000  in the second quarter of 2006 to $22,913,000 in the same quarter of
the current year. For the six months ended October 31, these revenues  decreased
from  $44,850,000  last year to $43,740,000  this year.  Revenues from Newsstand
Distribution  Services operations  increased by $763,000 (24%) and $407,000 (6%)
for the three and six month  periods ended October 31, 2006 compared to the same
periods last year,  principally from increased distribution volumes of magazines
and new business.  Revenues from Fulfillment  Services  operations  decreased by
$545,000 (3%) and  $1,517,000  (4%) in these same three and six month periods of
2007   compared   to   the   similar   periods   of   2006   primarily   due  to
previously-reported  customer  losses that occurred in earlier  periods but that
continue  to affect the  current  year's  results.  Kable's  operating  expenses
increased  by  $186,000  (1%) for the second  quarter of 2007 and  decreased  by
$157,000 (0.4%) for the first six months of 2007 compared to the same periods of
the  prior  year as a result  of the net  effect of  decreased  expenses  in the
Fulfillment  Services  business  resulting in part from  reductions  in variable
expenses,  including  payroll  and  benefits,  which  were  offset in part by an
increase  in  Newsstand  Distribution  Services  operating  expenses  because of
additional  costs,  principally  payroll,  associated  with the  growth  of that
business.

Interest and other  revenues  increased by $933,000 and  $5,435,000 in the three
and six months ended  October 31, 2006 compared to the same periods of the prior
year  primarily  as a result  of  increased  interest  income on  invested  cash
balances  in the current  year as well as from the sale in the first  quarter of
fiscal 2007 of certain of AMREP  Southwest's  non-inventory  real estate assets,
including the Company's  office  building in Rio Rancho,  which in the aggregate
contributed a pretax gain of $4,107,000.

Real Estate  commissions and selling expenses increased by $178,000 and $336,000
in the second  quarter and first six months of 2007  compared to the prior year,
primarily  due to costs  incurred  in  relation  to the higher  revenues in real
estate  land  sales.  Such  costs  generally  vary  depending  upon the terms of
specific sale transactions. Real estate and corporate general and administrative
expenses  in the  second  quarter  and first six  months  of 2007  increased  by
$375,000  and  $348,000  over the same  prior  year  periods  as a result  of an
increase  in the  Company's  stock  price  which is used to value a  portion  of
directors' compensation paid in stock and also due to consulting expenses in the
Real Estate segment.  General and  administrative  costs of magazine  operations
decreased  $395,000 and  $827,000 in the second  quarter and first six months of
2007  compared  with the same prior year  periods,  primarily  due to  favorable
variances in payroll and related benefit costs.

                                       10
<PAGE>

The Company's  effective tax rate is estimated to be 37% for the second  quarter
and first six months of 2007  compared to 30% and 32% for the same  periods last
year.  The lower  effective tax rates in 2006 versus 2007 were  primarily due to
tax benefits associated with charitable contributions of land by the real estate
business in 2006.

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

In September 2006, AMREP Southwest entered into a new revolving credit agreement
with a bank with a maximum  borrowing  capacity of  $25,000,000  that matures in
2008 and is used to support real estate  development  in New Mexico.  Borrowings
bear  interest at the  borrower's  option at (i) the prime rate less 1%, or (ii)
LIBOR  plus 1.50% if  borrowings  are $10  million  or above,  and plus 1.65% if
borrowings are less than $10 million.  There were no balances  outstanding under
this arrangement at October 31, 2006. This credit facility  contains a number of
restrictive  covenants,  including  one that requires the borrower to maintain a
minimum tangible net worth.

The companies  within the Media Services  operations  have a credit  arrangement
with a bank that matures in 2010 and allows separate revolving credit borrowings
of up to $11,000,000 for Fulfillment Services and up to $9,000,000 for Newsstand
Distribution  Services,  in each case based upon a prescribed  percentage of the
borrower's eligible accounts receivable. This agreement, as amended in May 2006,
also provides an additional  $10,000,000  revolving  facility to a subsidiary of
the Distribution Services business that may be used only to pay accounts payable
under a  magazine  distribution  agreement  with  one  publisher  customer.  The
individual  credit  lines  are   collateralized  by  substantially  all  of  the
respective borrower's assets (consisting  principally of accounts receivable and
machinery  and  equipment)  and bear interest at the bank's prime rate (8.25% at
October 31, 2006) or, at the borrower's  option, a reserve adjusted overnight or
30-day  LIBOR-based  interest  rate (5.34% at October 31, 2006) plus,  in either
case, a margin  established  quarterly of from 1.75% to 2.50% depending upon the
borrower's  funded  debt-to-EBITDA  ratio,  as defined.  At October 31, 2006, no
balances were  outstanding  under this  arrangement,  and the full limits of the
credit lines were available to be borrowed.  The credit arrangement requires the
maintenance  or  achievement of certain  financial  ratios and contains  certain
financial covenants, the most significant of which limit the amount of dividends
and other  payments  that may be made by the  borrowers to their parent or other
affiliates,  as well as capital expenditures and other borrowings. An additional
$1,392,000 is available under this credit arrangement for capital expenditures.

On July 14,  2006,  the Board of Directors  declared a special cash  dividend of
$0.85 per common share payable on August 16, 2006 to  shareholders  of record at
the close of  business  on July 31,  2006.  Previously,  the Board had  declared
special  dividends of $0.55,  $0.40 and $0.25 per share  following  the close of
AMREP's  fiscal years ending April 30, 2005,  2004 and 2003, and had declared an
additional  special  dividend of $3.50 per share in December 2005. The Board has
stated 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.  Notwithstanding  such
statement and the status of such future  conditions,  no assurance is given that
there  will be any  such  future  dividends  declared  or that  future  dividend
declarations,  if any,  will  be  similar  in  amount  or  frequency  with  past
dividends.


                                       11
<PAGE>

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

Real  Estate   inventory  was  $40,583,000  at  October  31,  2006  compared  to
$47,533,000  at April 30,  2006.  Inventory  in the  Company's  core real estate
market of Rio Rancho was  $33,913,000  at October  31, 2006 and  $40,981,000  at
April 30, 2006. The balance of inventory consisted of properties in Colorado.

Real  Estate  receivables  increased  from  $14,592,000  at  April  30,  2006 to
$16,574,000  at October  31,  2006  resulting  from the net effect of  mortgages
issued in  connection  with real estate  sales that closed  during the first six
months  of 2007  offset  in part  by  payments  received  on  previously  issued
mortgages.  Receivables from Media Service operations increased from $37,140,000
at April 30, 2006 to  $42,510,000  at October  31,  2006,  primarily  due to the
timing of quarter-end billings and cash collections.

Accounts  payable and accrued  expenses  increased from $39,382,000 at April 30,
2006 to  $79,481,000  at  October  31,  2006 as a result of an  increase  in the
amounts due publishers under the distribution arrangement referred to above with
a new publisher  customer of the Newsstand  Distribution  Services business that
commenced  in April 2006.  This  increase  in  accounts  payable was offset by a
corresponding  increase in cash,  since  collections  for the  related  magazine
distribution  to  wholesalers  under the  arrangement  had been  received by the
Company  before  payment to the publisher  was due. In addition,  pursuant to an
arrangement with one publisher customer of the Newsstand  Distribution  Services
segment that  commenced in April 2006, the publisher  bears the ultimate  credit
risk of  non-collection  of amounts due from the  customers to which the Company
distributed  the  publisher's   magazines  under  this   arrangement.   Accounts
receivable  subject to this arrangement  ($33,567,000 and $20,368,000 at October
31, 2006 and April 30, 2006) are netted 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 for which it remains obligated.

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

On November 7, 2006, Kable entered into an agreement to acquire Palm Coast Data,
LLC, a company in the fulfillment services industry. The total transaction value
is approximately $92 million,  subject to working capital and other adjustments.
Kable plans to finance the acquisition using a combination of internal funds and
borrowings.  The  closing of the  transaction  is subject to  customary  closing
conditions and is expected to occur early in calendar 2007.

Capital  expenditures  amounted to  $3,590,000  and  $1,694,000 in the first six
months of 2007 and 2006 and were  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 cash and financing capability to provide for its anticipated future
capital expenditures.

The  Company is  obligated  to make future  payments  under  various  contracts,
including its debt agreements and lease agreements, and it is subject to certain
other  commitments and  contingencies.  The table below  summarizes  significant
contractual  cash obligations as of October 31, 2006 for the items indicated (in
thousands):



                                       12
<PAGE>

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

Contractual                               Less than           1 - 3             3 - 5           More than
Obligations                Total            1 year            years             years            5 years
--------------          ----------       -----------        ----------        ----------       ------------
Notes payable           $    4,471       $     1,644        $    2,388        $      439       $        -
Operating leases            23,482             5,515             6,293             4,712            6,962
                        ----------       -----------        ----------        ----------       ------------
Total                   $   27,953       $     7,159        $    8,681        $    5,151       $    6,962
                        ==========       ===========        ==========        ==========       ============
</TABLE>


Refer to Notes 9, 14 and 15 to the consolidated financial statements included in
the 2006 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 2006 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.  AMREP disclaims any intention or
obligation  to update or revise  any  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 October 31,  2006,  there were no
outstanding  borrowings  under these  variable rate  arrangements  so that, as a
result,  none of the Company's  total debt of $4,471,000 was subject to variable
interest  rates.  Refer  to Item  7(A)  of the  Company's  2006  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.

                                       13
<PAGE>

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 2. Unregistered Sales of Equity Securities and Use of Proceeds
------- -----------------------------------------------------------

Pursuant to the Company's 2002  Non-Employee  Directors' Stock Plan, the Company
issued an aggregate of 7,500 shares of its Common Stock to its six  non-employee
directors  on  September  15,  2006,  as partial  payment for their  services as
directors for the six months  preceding such issuance.  These issuances were not
registered  under  the  Securities  Act of 1933,  as  amended,  by reason of the
exemption provided in Section 4(2) of such Act for transactions by an issuer not
involving any public offering.

Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------

     The 2006 Annual Meeting of  Shareholders of the Company (the "Meeting") was
held on September 20, 2006. At the Meeting,  Edward B. Cloues, II and James Wall
were reelected directors of the Company by the following votes:

                                            For            Withheld
                                            ---            --------
Edward B. Cloues, II                    5,858,422          388,657
James Wall                              5,733,898          513,181

     At the Meeting,  the shareholders  also voted in favor of the following two
proposals by the indicated votes:

<TABLE>
<S>                                                       <C>            <C>         <C>         <C>
                                                                                                 Broker
                       Proposal                              For         Against     Abstain     Non-Votes
                       --------                              ---         -------     -------     ---------
Approval of an amendment to the Company's Certificate     5,005,723      547,892      3,712       688,752
of Incorporation to allow vacancies in the Board of
Directors resulting from an increase in the number of
directors to be filled by the Board.

Approval of the adoption by the Board of Directors of     5,175,553      375,638      6,136       689,752
the Company's 2006 Equity Compensation Plan.


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

   Exhibit No.                                            Description
   -----------                                            -----------
3(a)(i)            Certificate of Incorporation, as amended - Incorporated by reference to Exhibit
                   (3)(a)(i) to the Company's Annual Report on Form 10-K for the fiscal year ended April
                   30, 1998.
3(a)(ii)           Certificate of Merger - Incorporated by reference to Exhibit (3)(a)(ii) to the Company's
                   Annual Report on Form 10-K for the fiscal year ended April 30, 1998.

                                       14
<PAGE>

3(a)(iii)          Amended Certificate of Incorporation of the Company filed in Oklahoma on September 20,
                   2006 - Filed herewith.
3(b)               By-Laws of the Company, as amended to September 20, 2006 - Filed herewith.
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.
</TABLE>





                                    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:  December 14, 2006       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
                                  -------------
<TABLE>
<S>                <C>
   Exhibit No.                                            Description
   -----------                                            -----------
3(a)(i)            Certificate of Incorporation, as amended - Incorporated by reference to Exhibit
                   (3)(a)(i) to the Company's Annual Report on Form 10-K for the fiscal year ended April
                   30, 1998.
3(a)(ii)           Certificate of Merger - Incorporated by reference to Exhibit (3)(a)(ii) to the Company's
                   Annual Report on Form 10-K for the fiscal year ended April 30, 1998.
3(a)(iii)          Amended Certificate of Incorporation of the Company filed in Oklahoma on September 20,
                   2006 - Filed herewith.
3(b)               By-Laws of the Company, as amended to September 20, 2006 - Filed herewith.
31.1               Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934 -
                   Filed herewith.
31.2               Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934 -
                   Filed herewith.
31.3               Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934 -
                   Filed herewith.
32                 Certification required pursuant to 18 U.S.C. Section 1350.

</TABLE>


                                       16