UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended                January 31, 2008
                               -------------------------------------------------

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



Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

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

Number of Shares of Common  Stock,  par value  $.10 per  share,  outstanding  at
February 29, 2008 - 5,995,212.
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----



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

Item 1.  Financial Statements

         Consolidated Balance Sheets (Unaudited)
            January 31, 2008 and April 30, 2007                            1

         Consolidated Statements of Income and Retained Earnings
            (Unaudited) Three Months Ended January 31, 2008 and 2007       2

         Consolidated Statements of Income and Retained Earnings
            (Unaudited) Nine Months Ended January 31, 2008 and 2007        3

         Consolidated Statements of Cash Flows (Unaudited)
            Nine Months Ended January 31, 2008 and 2007                    4

         Notes to Consolidated Financial Statements                        5

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk       17

Item 4.  Controls and Procedures                                          17

PART II. OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds      17

Item 6.  Exhibits                                                         18

SIGNATURE                                                                 19

EXHIBIT INDEX                                                             20




<PAGE>


                          PART I. FINANCIAL INFORMATION

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

                       AMREP CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheets (Unaudited)
               (Thousands, except par value and number of shares)

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

                                                                                       January 31,             April 30,
                                                                                          2007                   2007
                                                                                   ------------------    -------------------
ASSETS:
Cash and cash equivalents                                                          $      24,928         $        42,102

Receivables, net:
  Real estate operations                                                                  13,333                  25,117
  Media services operations                                                               52,882                  47,825
                                                                                   ------------------    -------------------
                                                                                          66,215                  72,942

Real estate inventory                                                                     66,416                  46,584
Investment assets, net                                                                    10,274                  12,165
Property, plant and equipment, net                                                        30,021                  30,518
Intangible and other assets, net                                                          32,234                  34,014
Goodwill                                                                                  54,139                  54,334
                                                                                   ------------------    -------------------
  TOTAL ASSETS                                                                     $     284,227         $       292,659
                                                                                   ==================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable, net and accrued expenses                                         $      92,805         $        83,557
Deferred revenue                                                                               -                   4,352
Notes payable:
 Amounts due within one year                                                               4,462                   5,297
 Amounts subsequently due                                                                 24,235                  27,002
                                                                                   ------------------    -------------------
                                                                                          28,697                  32,299

Taxes payable                                                                              2,108                      55
Deferred income taxes and other long-term liabilities                                     14,385                  11,149
Accrued pension cost                                                                       1,045                   1,243
                                                                                   ------------------    -------------------
  TOTAL LIABILITIES                                                                      139,040                 132,655
                                                                                   ------------------    -------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
 Shares authorized - 20,000,000; 7,419,704 shares issued
 at January 31, 2008 and at April 30, 2007                                                   742                     742
Capital contributed in excess of par value                                                46,085                  46,085
Retained earnings                                                                        127,879                 121,333
Accumulated other comprehensive loss, net                                                 (2,862)                 (2,862)
Treasury stock, at cost; 1,424,492 shares at January 31, 2008
 and 766,092 shares at April 30, 2007                                                    (26,657)                 (5,294)
                                                                                   ------------------    -------------------
  TOTAL SHAREHOLDERS' EQUITY                                                             145,187                 160,004
                                                                                   ------------------    -------------------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $     284,227         $       292,659
                                                                                   ==================    ===================

</TABLE>

                 See notes to consolidated financial statements.

                                       1
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
       Consolidated Statements of Income and Retained Earnings (Unaudited)
                  Three Months Ended January 31, 2008 and 2007
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                         <C>                   <C>

                                                                                   2008                   2007
                                                                            -----------------     -------------------
REVENUES:
Real estate land sales                                                      $       6,302         $       16,563
Media services operations                                                          36,458                 24,116
Interest and other                                                                    675                  1,510
                                                                            ------------------    -------------------
                                                                                   43,435                 42,189
                                                                            ------------------    -------------------
COSTS AND EXPENSES:
Real estate land sales                                                              2,332                  6,731
Operating expenses:
   Media services operations                                                       30,492                 20,296
   Real estate commissions and selling                                                300                    273
   Restructuring and fire recovery costs                                              387                      -
   Other                                                                             (305)                   214

General and administrative:
   Media services operations                                                        3,228                  2,329
   Real estate operations and corporate                                             1,259                  1,195
Interest expense, net of capitalized amounts                                          274                    152
                                                                            ------------------    -------------------
                                                                                   37,967                 31,190
                                                                            ------------------    -------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                               5,468                 10,999

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                               2,022                  4,069
                                                                            ------------------    -------------------
NET INCOME                                                                          3,446                  6,930

RETAINED EARNINGS, beginning of period                                            124,433                108,093
                                                                            ------------------    -------------------
RETAINED EARNINGS, end of period                                            $     127,879         $      115,023
                                                                            ==================    ===================

EARNINGS PER SHARE - BASIC AND DILUTED                                      $        0.57         $         1.04
                                                                            ==================    ===================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                                               6,014                  6,653
                                                                            ==================    ===================

</TABLE>

                 See notes to consolidated financial statements.

                                       2
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
       Consolidated Statements of Income and Retained Earnings (Unaudited)
                   Nine Months Ended January 31, 2008 and 2007
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                         <C>                   <C>

                                                                                   2008                   2007
                                                                            ------------------    -------------------
REVENUES:
Real estate land sales                                                      $      27,613         $       80,760
Media services operations                                                         104,317                 67,855
Interest and other                                                                  4,955                  7,898
                                                                            ------------------    -------------------
                                                                                  136,885                156,513
                                                                            ------------------    -------------------
COSTS AND EXPENSES:
Real estate land sales                                                              9,663                 26,215
Operating expenses:
   Media services operations                                                       90,237                 57,121
   Real estate commissions and selling                                                641                  1,187
   Restructuring and fire recovery costs                                              958                      -
   Other                                                                              620                    766

General and administrative:
   Media services operations                                                        9,417                  5,646
   Real estate operations and corporate                                             3,447                  3,672
Interest expense, net of capitalized amounts                                          899                    326
                                                                            ------------------    -------------------
                                                                                  115,882                 94,933
                                                                            ------------------    -------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                              21,003                 61,580

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                               7,770                 22,784
                                                                            ------------------    -------------------
INCOME FROM CONTINUING OPERATIONS                                                  13,233                 38,796
LOSS FROM OPERATIONS OF DISCONTINUED BUSINESS (NET OF INCOME TAXES)                   (57)                     -
                                                                            ------------------    -------------------
NET INCOME                                                                         13,176                 38,796

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

DIVIDEND PAID                                                                      (6,630)                (5,648)
                                                                            ------------------    -------------------
RETAINED EARNINGS, end of period                                            $     127,879         $      115,023
                                                                            ==================    ===================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
   CONTINUING OPERATIONS                                                    $        2.09         $         5.84
   DISCONTINUED OPERATIONS                                                          (0.01)                     -
                                                                            ------------------    -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                      $        2.08         $         5.84
                                                                            ==================    ===================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                                               6,332                  6,648
                                                                            ==================    ===================


</TABLE>

                 See notes to consolidated financial statements.

                                       3
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Nine Months Ended January 31, 2008 and 2007
                                   (Thousands)
<TABLE>
<S>                                                                         <C>                   <C>

                                                                                  2008                   2007
                                                                            -----------------     ------------------
   CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                              $      13,176         $       38,796
                                                                            -----------------     ------------------
    Adjustments to reconcile net income to net cash provided by
    operating activities:
     Depreciation and amortization                                                  8,014                  4,604
     Non-cash credits and charges:
       Pension accrual (benefit)                                                     (246)                   151
       Provision for doubtful accounts                                               (349)                    47
     Stock based compensation - Directors' Plan                                         -                    339
     Gain on disposition of assets, net                                            (1,781)                     -
     Changes in assets and liabilities:
       Receivables                                                                  3,184                (14,066)
       Real estate inventory                                                      (15,940)                 7,426
       Intangible and other assets                                                 (1,152)                (2,972)
       Accounts payable and accrued expenses, and deferred revenue                  4,944                 26,933
       Taxes payable                                                                2,053                 (2,035)
       Deferred income taxes and other long-term liabilities                        3,236                  3,227
                                                                            -----------------     ------------------
         Total adjustments                                                          1,963                 23,654
                                                                            -----------------     ------------------
         Net cash provided by operating activities                                 15,139                 62,450
                                                                            -----------------     ------------------
   CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures - property, plant, and equipment                          (4,565)                (1,346)
    Capital expenditures - purchase of investment assets                           (1,097)                (2,564)
    Acquisition, net of cash acquired                                                 195                (95,521)
    Proceeds from disposition of assets                                             4,749                  2,058
                                                                            -----------------     ------------------
         Net cash used by investing activities                                       (718)               (97,373)
                                                                            -----------------     ------------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
    Acquisition of treasury stock                                                 (21,363)                     -
    Proceeds from debt financing                                                   71,081                 66,293
    Principal debt payments                                                       (74,683)               (25,992)
    Exercise of stock options                                                           -                     14
    Dividends paid                                                                 (6,630)                (5,648)
                                                                            -----------------     ------------------
         Net cash provided (used) by financing activities                         (31,595)                34,667
                                                                            -----------------     ------------------
   DECREASE IN CASH AND CASH EQUIVALENTS                                          (17,174)                  (256)
   CASH AND CASH EQUIVALENTS, beginning of period                                  42,102                 46,882
                                                                            -----------------     ------------------

   CASH AND CASH EQUIVALENTS, end of period                                 $      24,928         $       46,626
                                                                            =================     ==================

   SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid - net of amounts capitalized                              $       1,029         $          279
                                                                            =================     ==================
    Income taxes paid - net of refunds                                      $       2,447         $       21,735
                                                                            =================     ==================
    Non-cash transactions:

     Transfer to real estate inventory from receivables                     $       3,892         $            -
                                                                            =================     ==================

</TABLE>

                 See notes to consolidated financial statements.

                                       4
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Nine Months Ended January 31, 2008 and 2007

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

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

The Company  adopted the  provisions  of Financial  Accounting  Standards  Board
("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 January 31,
2008 was $1,348,000.  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,
local 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 the fiscal year ended April 30,
2003 are no longer subject to examination.

There were no significant  changes in unrecognized tax positions  ("UTP") during
the nine months ended January 31, 2008.  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. At this time, the


                                       5
<PAGE>

Company estimates that it is reasonably possible that the liability for UTP will
decrease  by up to  $400,000  in  the  next  twelve  months  due to  either  the
expiration  of  statutes  of  limitations  or the  recognition  and  measurement
considerations under FIN 48.

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 $602,000 at January 31, 2008 and
$395,000 at May 1, 2007 (date of adoption).

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

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

                                             January 31,            April 30,
                                                2008                  2007
                                          -----------------     ----------------
Fulfillment Services                       $     33,547          $     29,606
Newsstand Distribution Services,
 net of estimated returns                        20,317                19,550
                                          -----------------     ----------------
                                                 53,864                49,156
Less allowance for doubtful accounts               (982)               (1,331)
                                          -----------------     ----------------
                                           $     52,882          $     47,825
                                          =================     ================

Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine returns of $50,662,000 at January 31, 2008 and $52,275,000 at April 30,
2008. 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 ($28,137,000 was
netted at January 31, 2008 and $21,106,000 at April 30, 2007).

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


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

                                             January 31,            April 30,
                                                2008                  2007
                                          -----------------     ----------------
Land held for long-term investment         $      9,734          $      9,039
                                          -----------------     ----------------
Commercial rental properties:
    Land, buildings and improvements                760                 3,535
    Furniture and fixtures                           40                    42
                                          -----------------     ----------------
                                                    800                 3,577
    Less accumulated depreciation                  (260)                 (451)
                                          -----------------     ----------------
                                                    540                 3,126
                                          -----------------     ----------------
                                           $     10,274          $     12,165
                                          =================     ================

During the second quarter 2008, the Company sold a commercial rental property in
its real estate business with a book value of $2,876,000.


                                       6
<PAGE>

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

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

                                             January 31,            April 30,
                                                2008                  2007
                                          -----------------     ----------------
Land, buildings and improvements           $     17,931          $     17,217
Furniture and equipment and other                45,228                41,853
                                          -----------------     ----------------
                                                 63,159                59,070
Less accumulated depreciation                   (33,138)              (28,552)
                                          -----------------     ----------------
                                           $     30,021          $     30,518
                                          =================     ================


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

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

                                             January 31,            April 30,
                                                2008                  2007
                                          -----------------     ----------------
Software development costs                 $      9,946          $      9,461
Deferred order entry costs                        5,839                 5,837
Prepaid expenses                                  4,285                 3,302
Customer contracts and relationships             15,000                15,000
Other                                             3,892                 5,118
                                          -----------------     ----------------
                                                 38,962                38,718
Less accumulated amortization                    (6,728)               (4,704)
                                          -----------------     ----------------
                                           $     32,234          $     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):

                                             January 31,            April 30,
                                                2008                  2007
                                          -----------------     ----------------
Publisher payables, net                    $     75,232          $     63,759
Accrued expenses                                  7,003                 6,803
Trade payables                                    4,165                 3,701
Other                                             6,405                 9,294
                                          -----------------     ----------------
                                           $     92,805          $     83,557
                                          =================     ================


Pursuant  to  an  arrangement  with  a  publisher   customer  of  the  Newsstand
Distribution   Services  business,   the  Company  has  netted  $28,137,000  and
$21,106,000  of accounts  receivable  against the  related  accounts  payable at
January 31, 2008 and April 30, 2007 (see Note 3).



                                       7
<PAGE>


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

Notes payable consist of the following (in thousands):

                                             January 31,            April 30,
                                                 2008                 2007
                                          -----------------     ----------------
Notes payable:
 Line-of-credit borrowings:
   Real estate operations and other        $     17,000          $      6,000
   Media services operations                      6,257                11,905
 Real estate operations term loan                 2,798                10,559
 Other notes payable                              2,642                 3,835
                                          -----------------     ----------------
                                           $     28,697          $     32,299
                                          =================     ================

The Company's  AMREP Southwest Inc.  subsidiary has a revolving  credit facility
with a bank that  originally was to mature in September 2008.  During  September
2007,  the maturity  date was extended to September  2009,  with all other terms
remaining unchanged.

On February 1, 2008,  the Company's  Kable Media  Services  group entered into a
First  Modification  to its existing loan  agreement  with LaSalle Bank National
Association  dated as of January 16, 2007. The First  Modification  modifies the
existing loan  agreement by, among other things,  (a) increasing the amount that
may be borrowed for capital  expenditures  from  $1,500,000 to  $4,500,000,  (b)
allowing the borrowers the right to re-borrow the amounts of capital expenditure
loans that have been  repaid,  (c)  modifying  the  interest  rate  options  the
borrowers may select and (d) adding Kable  Products  Services,  Inc., a recently
organized member of the Kable Media Services group, as a borrower.

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

Loss from operations of discontinued  business (net of income taxes) in the nine
month  period  ended  January  31,  2008  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)  Restructuring and Fire Recovery Costs
      -------------------------------------

The Company has  announced a project to integrate  certain  aspects of the Kable
and Palm Coast fulfillment operations in order to improve operating efficiencies
and customer service and also to reduce costs.  This project has resulted in one
significant  workforce  reduction  that  occurred  in the first  quarter of 2008
together with a second quarter  announced plan to  redistribute  the fulfillment
services work performed at the Marion,  Ohio facility.  The Company has recorded
charges to operations  directly  related to the integration  project of $136,000
and $707,000 for the three and nine-month periods ending January 31, 2008.

On December 5, 2007 a warehouse of  approximately  38,000  square feet leased by
the Company in Oregon, Illinois was totally destroyed by an accidental fire. The
warehouse was used  principally  to store back issues of magazines  published by
certain  customers for whom the Company fills  back-issue  orders as part of its
services.  The Company is reviewing its insurance  coverage,  including coverage
for  materials  of  certain  publishers  for  whom it was  required  to  provide
insurance and its business interruption  coverage,  and evaluating the impact of
this event on its operations.  At this point, the Company is unable to reach any


                                       8
<PAGE>

conclusions  as to these  matters or to  determine  the  ultimate  effect on its
financial position,  results of operations and cash flows. The Company is in the
process of compiling data to submit to its insurer and has received no insurance
proceeds.  The Company has recorded charges to operations of $251,000 related to
fire recovery costs for the three and nine-month periods ended January 31, 2008,
principally related to legal and other costs that are not covered by insurance.

(11)  Acquisition
      -----------

The  Company  received a refund of  $195,000  in the  second  quarter of 2008 in
excess of a receivable  valuation  related to the  acquisition  of Palm Coast in
2007.  The Company  adjusted  the  original  amount of goodwill  recorded in the
purchase  accounting for the acquisition,  in accordance with FASB Statement No.
141, "Business Combinations".

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

The following tables set forth summarized data relative to the industry segments
for  continuing  operations  in which  the  Company  operated  for the three and
nine-month periods ended January 31, 2008 and 2007 (tables in thousands):
<TABLE>
<S>                                          <C>            <C>            <C>                <C>             <C>
                                                                              Newsstand
                                             Real Estate     Fulfillment    Distribution
                                              Operations      Services        Services         Corporate       Consolidated
-------------------------------------------------------------------------------------------------------------------------------
Three months ended January 31, 2008 (a):
Revenues                                     $     6,943    $    33,537    $      2,944       $       11      $   43,435

Income from continuing operations                  2,440            516             151              339           3,446
Provision for income taxes from continuing
   operations                                      1,433            303              89              197           2,022
                                             ----------------------------------------------------------------------------------
Income from continuing operations
   before  income taxes                            3,873            819             240              536           5,468
Interest expense (income), net (b)                     -          1,236            (346)            (616)            274
Depreciation and amortization                          9          2,414             246                2           2,671
                                             ----------------------------------------------------------------------------------
EBITDA (c)                                   $     3,882    $     4,469    $        140       $      (78)     $    8,413
                                             ----------------------------------------------------------------------------------
Capital expenditures                         $        26    $     1,544    $         74       $        -      $    1,644

-------------------------------------------------------------------------------------------------------------------------------
Three months ended January 31, 2007:
Revenues                                     $    17,355    $    20,612    $      3,737       $      485      $   42,189

Income from continuing operations                  5,937            241             522              230           6,930
Provision for income taxes from continuing
   operations                                      3,487            140             307              135           4,069
                                             ----------------------------------------------------------------------------------
Income from continuing operations
   before  income taxes                            9,424            381             829              365          10,999
Interest expense (income), net (b)                     -            456            (191)            (113)            152
Depreciation and amortization                         11          1,409             246                1           1,667
                                             ----------------------------------------------------------------------------------
EBITDA (c)                                   $     9,435    $     2,246    $        884       $      253      $   12,818
                                             ----------------------------------------------------------------------------------
Capital expenditures                         $        68    $       252    $          -       $        -      $      320

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

-------------------------------------------------------------------------------------------------------------------------------
Nine months ended January 31, 2008 (a):
Revenues                                     $    32,234    $    94,560    $      9,811       $      280      $  136,885

Income from continuing operations                 12,167         (1,209)            959            1,316          13,233
</TABLE>


                                       9
<PAGE>
<TABLE>
<S>                                          <C>            <C>            <C>                <C>             <C>

Provision (benefit) for income taxes from
   continuing operations                           7,145           (705)            557              773           7,770
                                             ----------------------------------------------------------------------------------
Income (loss) from continuing operations
   before income taxes                            19,312         (1,914)          1,516            2,089          21,003
Interest expense (income), net (b)                     -          4,097          (1,215)          (1,983)            899
Depreciation and amortization                        125          7,151             733                5           8,014
                                             ----------------------------------------------------------------------------------
EBITDA (c)                                   $    19,437    $     9,334    $      1,034       $      111      $   29,916
                                             ----------------------------------------------------------------------------------

Goodwill                                     $         -    $    50,246    $      3,893       $        -      $   54,139
Total assets                                 $    95,755    $   143,501    $     45,371       $     (400)     $  284,227
Capital expenditures                         $     1,204    $     4,344    $        111       $        3      $    5,662

-------------------------------------------------------------------------------------------------------------------------------
Nine months ended January 31, 2007:
Revenues                                     $    86,877    $    57,153    $     11,179       $    1,304      $  156,513

Income from continuing operations                 35,575          1,168           1,592              461          38,796
Provision for income taxes from continuing
   operations                                     20,894            685             935              270          22,784
                                             ----------------------------------------------------------------------------------
Income from continuing operations
   before income taxes                            56,469          1,853           2,527              731          61,580
Interest expense (income), net (b)                     -            748            (309)            (113)            326
Depreciation and amortization                        112          3,782             707                3           4,604
                                             ----------------------------------------------------------------------------------
EBITDA (c)                                   $    56,581    $     6,383    $      2,925       $      621      $   66,510
                                             ----------------------------------------------------------------------------------

Goodwill                                     $         -    $    50,768    $      3,893       $        -      $   54,661
Total assets                                 $    82,259    $   147,893    $     44,618       $   21,555      $  296,325
Capital expenditures                         $     2,564    $     1,322    $          8       $       16      $    3,910

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

     (a)  Segment  information  does  not  include  net loss  from  discontinued
          operations of $57,000 in the nine months ended January 31, 2008.
     (b)  Interest  expense,  net  includes  inter-segment  interest  income and
          expense that is eliminated in consolidation.
     (c)  The  Company  uses EBITDA  (which the  Company  defines as income from
          continuing  operations before interest expense,  net, income taxes and
          depreciation  and  amortization) in addition to income from continuing
          operations as a key measure of profit or loss for segment  performance
          and evaluation purposes.

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

INTRODUCTION
------------
The Company,  through its  subsidiaries,  is primarily engaged in 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
2007 consolidated financial statements and accompanying notes. All references in
this Item 2 to the third  quarter or first nine months of 2008 and 2007 mean the
fiscal three or nine-month periods ended January 31, 2008 and 2007.

                                       10
<PAGE>

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 nine months of 2008.

RESULTS OF OPERATIONS
---------------------
For the third quarter of 2008,  net income was  $3,446,000,  or $0.57 per share,
compared to net income of $6,930,000,  or $1.04 per share,  in the third quarter
of 2007.  Results for the third quarter of both 2008 and 2007 were entirely from
continuing  operations.  For the first  nine  months  of 2008,  net  income  was
$13,176,000, or $2.08 per share, compared to net income of $38,796,000, or $5.84
per share,  for the same  period of 2007.  Results  for the first nine months of
2008 included a loss on discontinued  operations of $57,000,  or $.01 per share,
that  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 estimated and accrued for this matter
in the fourth  quarter of 2007,  while the  results  for the same period in 2007
were  entirely  from  continuing  operations.   Revenues  were  $43,435,000  and
$136,885,000  for the third  quarter and first nine  months of 2008  compared to
$42,189,000 and $156,513,000 for the same periods last year.

Revenues from land sales at AMREP  Southwest were $6,302,000 and $27,613,000 for
the three and nine-month  periods ended January 31, 2008 compared to $16,563,000
and  $80,760,000  for the  same  periods  of the  prior  year.  These  decreases
reflected  substantially  lower land sales in the Company's  principal market of
Rio Rancho,  New Mexico,  due to the  slowdown of the real estate  market in the
greater  Albuquerque-metro  and Rio Rancho areas that began in earlier  periods.
Third  quarter  land  sales  revenues  and gross  profits  in  fiscal  2008 were
primarily from the sale of two commercial properties,  while in fiscal 2007 they
were from sales of developed lots to homebuilders  and commercial  developers as
well as from sales of undeveloped  land. As previously  reported,  the number of
permits  for new home  construction in both markets was down  significantly  for
calendar  2007  compared to 2006,  with Rio Rancho  showing a decrease of nearly
50%.  The  Company   believes  that  this  decline  was   consistent   with  the
well-publicized problems of the national home building industry, including fewer
sales  of both  new and  existing  homes,  the  increasing  number  of  mortgage
delinquencies and foreclosures and a tightening of mortgage  availability.  As a
result of these  factors,  builders  have  slowed the pace of  building  on land
previously  purchased  from the Company in Rio Rancho  and, in some cases,  have
delayed or cancelled  the purchase of  additional  land.  These factors are also
believed to have  contributed to a decline in sales of undeveloped  land to both
builders and investors.

                                       11
<PAGE>

In Rio  Rancho,  the  Company  sells  both  developed  and  undeveloped  lots to
national,  regional and local home builders,  commercial and industrial property
developers  and others.  For the third quarter and first nine months of 2008 and
2007, the Company's land sales in Rio Rancho have been as follows:

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

                                               2008                                          2007
                              ----------------------------------------     ------------------------------------------
                                                           Revenues                                       Revenues
                               Acres        Revenues       Per Acre         Acres         Revenues        Per Acre
                                Sold       (in 000's)     (in 000's)         Sold        (in 000's)      (in 000's)
                              ---------    -----------    ------------     ---------     ------------    ------------
Three months ended
January 31:
 Developed
   Residential                    -         $      -       $      -           27          $   8,706       $     322
   Commercial                    25            5,731            229           12              3,930             328
                              ---------    -----------    ------------     ---------     ------------    ------------
 Total Developed                 25            5,731            229           39             12,636             324
 Undeveloped                     24              571             24           69              3,927              57
                              ---------    -----------    ------------     ---------     ------------    ------------
   Total                         49         $  6,302       $    129          108          $  16,563       $     153
                              ---------    -----------    ------------     ---------     ------------    ------------

Nine months ended
January 31:
 Developed
   Residential                   30         $  9,468       $    316          108          $  31,163       $     289
   Commercial                    39            8,651            222           56             15,727             281
                              ---------    -----------    ------------     ---------     ------------    ------------
 Total Developed                 69           18,119            263          164             46,890             286
 Undeveloped                    326            9,494             29          642             33,870              53
                              ---------    -----------    ------------     ---------     ------------    ------------
   Total                        395         $ 27,613       $     70          806          $  80,760       $     100
                              ---------    -----------    ------------     ---------     ------------    ------------
</TABLE>

The average selling price per acre of developed land in the three and nine-month
periods  ended  January 31, 2008 was lower  compared to the same periods in 2007
due to a change in the mix and the stage of  development  of  specific  projects
from which the land was sold. The Company offers  developed and undeveloped land
in Rio Rancho from a number of different  projects,  and selling prices may vary
from project to project and within projects depending on location,  the stage of
development  and other  factors.  The decrease in the average  selling  price of
undeveloped  land in the  third  quarter  and  first  nine  months  of 2008  was
primarily  attributable  to a higher  proportion of undeveloped  investment land
sold in the current year from  locations in Rio Rancho that are further  removed
from developed areas and thus generally have lower average  selling prices.  The
average gross profit  percentage on land sales  increased from 59% for the third
quarter  of 2007 to 63% for  the  third  quarter  of  2008.  This  increase  was
attributable to the previously  noted  commercial land sales during the quarter,
which  generally  have a greater  profit  percentage  than do sales of developed
residential  lots. The average gross profit percentage for the first nine months
of 2007 was 68% compared to 65% for the same period of 2008. The decreased gross
profit  percentage  for the first  nine  months of fiscal  2008 was  principally
attributable to a change in the mix of sales between  commercial,  developed and
undeveloped  lots  sold in each  period,  with  2007  sales  including  a higher
percentage  of revenues  from sales of  commercial  and  undeveloped  lots which
generally  have higher gross  profit  percentages.  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 Media Services,  including both Fulfillment Services and Newsstand
Distribution Services,  increased from $24,116,000 and $67,855,000 for the third
quarter and first nine months of 2007 to $36,458,000  and  $104,317,000  for the
same periods in 2008.  These  increases  were  attributable  to the January 2007
acquisition of Palm Coast Data Holdco,  Inc.  ("Palm Coast") by Kable.  Revenues
from Fulfillment Services operations, including the revenues of Palm Coast, were


                                       12
<PAGE>

$33,524,000  and $94,542,000 for the third quarter and first nine months of 2008
compared to $20,604,000  and  $57,141,000 in the same periods of the prior year.
The increase in  Fulfillment  Services  revenues  resulting  from the Palm Coast
acquisition  ($13,814,000  and  $41,140,000  in the third quarter and first nine
months) which was included in the consolidated financial statements for a 15 day
period after its  acquisition  in the third quarter  2007,  was partly offset by
decreases in revenues from other parts of Kable's Fulfillment  Services business
that  resulted  from  competitive  market  pressures  and  customer  losses that
occurred  in earlier  periods.  Revenues  from  Kable's  Newsstand  Distribution
Services  operations  decreased from  $3,512,000 and  $10,714,000  for the third
quarter and first nine months of 2007 to $2,934,000  and $9,775,000 for the same
periods in 2008. The decrease in Newsstand  Distribution  Services  revenues was
due to reduced billings and lower commission  rates, as well as the inclusion of
certain  revenues  in the  prior  year  that did not  reoccur  in 2008.  Kable's
operating  expenses  increased  by  $10,196,000  and  $33,116,000  for the third
quarter and first nine months of 2008 compared to the same periods in 2007, with
such increases 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 revenue in other parts of the Fulfillment Services
business.

The Company has  announced a project to integrate  certain  aspects of the Kable
and Palm Coast fulfillment operations in order to improve operating efficiencies
and customer service and also to reduce costs.  This project has resulted in one
significant  workforce  reduction  that  occurred  in the first  quarter of 2008
together with a second quarter  announced plan to  redistribute  the fulfillment
services work performed at the Marion, Ohio facility of its Fulfillment Services
business and the scheduled closing of the Ohio facility.  Approximately $700,000
in  severance-related  costs is projected to be paid in connection with the Ohio
facility closure,  which will be recorded as positions are eliminated during the
transitional  period ending  September  2008.  Following the  completion of this
program, the Company anticipates  realizing annual cost savings of approximately
$2,000,000, which will bring the total estimated cost savings of the two actions
to  approximately  $4,700,000  annually.  The  Company has  recorded  charges to
operations  directly related to the integration project of $136,000 and $707,000
for the three and nine-month periods ending January 31, 2008.

On December 5, 2007 a warehouse of  approximately  38,000  square feet leased by
the Company in Oregon, Illinois was totally destroyed by an accidental fire. The
warehouse was used  principally  to store back issues of magazines  published by
certain  customers for whom the Company fills  back-issue  orders as part of its
services to these  customers.  The Company is reviewing its insurance  coverage,
including  coverage for materials of certain publishers for whom it was required
to provide insurance and its business interruption  coverage, and evaluating the
impact of this event on its operations.  At this point, the Company is unable to
reach  any  definitive  conclusions  as to these  matters  or to  determine  the
ultimate effect on its financial position, results of operations and cash flows.
The Company is in the process of compiling data to submit to its insurer and has
received no insurance  proceeds.  The Company has recorded charges to operations
of $251,000 related to fire recovery costs for the three and nine-month  periods
ended  January 31, 2008,  principally  related to legal and other costs that are
not covered by insurance.

Interest  and other  revenues  were  $675,000 and  $4,955,000  for the three and
nine-month  periods ended January 31, 2008 compared to $1,510,000 and $7,898,000
for the same periods in the prior year.  The decrease in the 2008 third  quarter
interest and other revenues compared to the same period in 2007 is the result of
lower cash balances to invest.  During the second  quarter of 2008,  the Company
sold a commercial  rental property at AMREP Southwest that resulted in a pre-tax
gain of $1,873,000,  and it also recognized  pre-tax income of $618,000 from the
forfeiture  of a deposit for the purchase of land by a  homebuilder  who did not
exercise a purchase  option.  During the first quarter of 2007, the Company sold
certain of AMREP Southwest's  investment assets,  including the Company's office
building in Rio Rancho,  which in the  aggregate  contributed  a pre-tax gain of
$4,107,000.

                                       13
<PAGE>

Real estate  commissions and selling expenses  increased by $27,000 in the third
quarter of 2008  compared to the same period in 2007,  and decreased by $546,000
for  the  nine-month  period  of 2008  compared  to the  same  period  in  2007.
Commissions  and selling  expenses  generally  vary  depending upon the terms of
specific land sale transactions. Other operating expenses decreased $519,000 and
$146,000 for the three and nine-month periods ended January 31, 2008 compared to
the  same  periods  in  2007   primarily  due  to  a  favorable   adjustment  of
approximately  $550,000 in the third quarter of 2008 for real estate tax expense
resulting  from the  finalization  of a property tax  valuation  appeal by AMREP
Southwest.

General and administrative costs of Media Services operations increased $899,000
and  $3,771,000  in the third  quarter and first nine months of 2008 compared to
the same periods in 2007,  primarily due to the addition of Palm Coast partially
offset by reduced spending in other Media Services  operations.  Real estate and
corporate  general  and  administrative  expenses  in the third  quarter of 2008
increased by $64,000, including increased Sarbanes-Oxley consulting and salaries
that were  partially  offset by  decreases in legal and pension  expenses.  Real
estate and corporate general and  administrative  expenses decreased by $225,000
for the nine-month  period ended January 31, 2008 compared to the same period in
2007 primarily due to reduced  professional  and consulting fees associated with
the real estate business.

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 revolving  credit facility with a bank that originally was
to mature in September  2008.  During  September  2007,  the  maturity  date was
extended to September 2009, with all other terms remaining unchanged.

On February 1, 2008,  the Company's  Kable Media  Services  group entered into a
First  Modification  to its existing loan  agreement  with LaSalle Bank National
Association  dated as of January 16, 2007. The First  Modification  modifies the
existing loan  agreement by, among other things,  (a) increasing the amount that
may be borrowed for capital  expenditures  from  $1,500,000 to  $4,500,000,  (b)
allowing the borrowers the right to re-borrow the amounts of capital expenditure
loans that have been  repaid,  (c)  modifying  the  interest  rate  options  the
borrowers may select and (d) adding Kable  Products  Services,  Inc., a recently
organized member of the Kable Media Services group, as a borrower.

Cash Flows From Operating Activities
------------------------------------
Cash and cash  equivalents  decreased  from  $42,102,000  at April  30,  2007 to
$24,928,000  at January 31, 2008, as net cash  provided by operating  activities
was more than offset by the Company's acquisition of treasury stock at a cost of
$21,363,000.

Real  estate   inventory  was  $66,416,000  at  January  31,  2008  compared  to
$46,584,000  at April 30,  2007.  Inventory  in the  Company's  core real estate
market of Rio Rancho was  $59,433,000  at January  31, 2008 and  $39,770,000  at
April 30,  2007.  The  increase  in real  estate  inventory  in Rio  Rancho  was
primarily  attributable  to capitalized  costs  incurred for the  improvement of
certain  projects  that  are in the  initial  stages  of  site  development.  In
addition,  the  Company  reclassified  approximately  $3,900,000  to real estate
inventory from  receivables  during the quarter ended January 31, 2008 resulting
from  the  receipt  of a deed in lieu of  foreclosure  related  to a  delinquent
mortgage  receivable.   The  balance  of  real  estate  inventory  consisted  of


                                       14
<PAGE>

properties in Colorado.  Real estate investment assets, which includes land held
for  long-term  investment  located in areas not planned to be  developed in the
near term and thus not offered for sale, decreased from $12,165,000 at April 30,
2007 to  $10,274,000  at January 31, 2008 primarily as a result of the sale of a
commercial rental property at AMREP Southwest.

Real  estate  receivables  decreased  from  $25,117,000  at  April  30,  2007 to
$13,333,000  at January 31,  2008,  resulting  primarily  from the net effect of
payments received on previously issued mortgage notes offset in part by mortgage
notes received in connection with real estate sales that closed during the first
nine months of 2008 and from the reclassification of approximately $3,900,000 to
real estate inventory from  receivables,  as discussed  above.  Receivables from
Media  Services  operations  increased  from  $47,825,000  at April 30,  2007 to
$52,882,000 at January 31, 2008, primarily due to higher quarter-end billings at
January 31, 2008 compared to April 30, 2007.

Accounts  payable and accrued  expenses  increased from $83,557,000 at April 30,
2007 to $92,805,000 at January 31, 2008, 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
($28,137,000  was netted at January 31, 2008 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.  Deferred  revenue  decreased  from
$4,352,000  at April 30,  2007 to none at  January  31,  2008 as  related  sales
recorded under the percentage of completion were completed and no new percentage
of completion sales were recorded.

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

Capital  expenditures  amounted to $5,662,000  and  $3,910,000 in the first nine
months  of  2008  and  2007,   primarily  for  computer  hardware  and  software
development  expenditures  related to Kable's Fulfillment  Services business and
the acquisition of real estate investment property. The Company believes that it
has adequate 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,
including its debt  agreements and lease  agreements,  and is subject to certain
other  commitments and  contingencies.  The table below  summarizes  significant
contractual  obligations  as of January  31,  2008 for the items  indicated  (in
thousands):
<TABLE>
      <S>                      <C>             <C>              <C>               <C>              <C>
                                               Less than          1 - 3             3 - 5           More than
   Contractual Obligations      Total           1 year            years             years            5 years
                                -----          ---------          -----             -----           ---------

Notes payable                  $28,697         $ 4,462           $23,912          $   323            $     -
Operating leases and other      24,445           5,183             9,678            6,402              5,132
                              ----------      -----------      -----------      ------------      -------------
Total                          $55,092         $ 9,645           $33,590          $ 6,725            $ 5,132
                              ==========      ===========      ===========      ============      =============
</TABLE>

                                       15
<PAGE>

The  decrease in notes  payable from April 30, 2007 was  primarily  due to lower
borrowings by Kable offset in part by additional  borrowings by AMREP Southwest.
Operating leases and other includes  $1,950,000 of unrecognized tax benefits and
related  interest accrued in accordance with FIN 48. 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
--------------------------------------

The  Company  announced  on  October  8, 2007 that its  Board of  Directors  had
authorized the repurchase of up to 500,000 shares of the Company's common stock,
which was in addition  to the  previously  announced  500,000  share  repurchase
program that was completed in early October 2007. The purchases may be made from
time-to-time   either  in  the  open  market  or  through   negotiated   private
transactions  with  non-affiliates  of the  Company.  For the nine months  ended
January 31, 2008, the Company had purchased a total of 658,400 shares under both
announced programs, all in open market transactions, for a total purchase price,
including commissions, of $21,363,000, or an average of $32.45 per share.

All repurchases  were funded from cash on hand and  borrowings,  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 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
integrate 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  other
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

                                       16
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------  ----------------------------------------------------------
The  Company  has  several  credit  facilities  that  require the Company to pay
interest at a rate that may change periodically. These variable rate obligations
expose the  Company to the risk of  increased  interest  expense in the event of
increases in  short-term  interest  rates.  At January 31, 2008,  borrowings  of
$26,055,000 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 2.  Unregistered Sales of Equity Securities and Use of Proceeds
-------  -----------------------------------------------------------

The following table sets forth information  regarding purchases of the Company's
common stock by the Company and any of its  "affiliated  purchasers" (as defined
in Rule  10-b-18(a)(3)  under the  Securities  Exchange  Act of 1934) during the
quarter ended January 31, 2008.
<TABLE>
<S>                                   <C>              <C>            <C>                 <C>
                                                                        Total Number of
                                                                      Shares Purchased as   Maximum Number of
                                       Total Number                     Part of Publicly  Shares that May Yet Be
                                         of Shares      Average Price   Announced Plans    Purchased Under the
            Period                    Purchased (1)(2)  Paid Per Share     or Programs        Plans or Programs
-----------------------------------   ---------------- --------------- ------------------ ----------------------

November 1, 2007 - November 30, 2007      10,000           $31.86            10,000              373,600
December 1, 2007 - December 31, 2007      47,500           $31.73            32,000              341,600
January 1, 2008 - January 31, 2008        65,000           $29.43               -                341,600
                                      ---------------- --------------- ------------------ ----------------------
              Total                      122,500           $30.52            42,000              341,600
                                      ================ =============== ================== ======================
</TABLE>

                                       17
<PAGE>

Note (1) - On October 8, 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. There is no designated expiration date for the program. All of the
Company's  purchases  were made in the open market and were part of the publicly
announced program.

Note (2) - Includes  shares  purchased by Nicholas G.  Karabots,  the  Company's
controlling  shareholder and who may be deemed to be an affiliated purchaser, as
follows: 15,500 shares in December; and 65,000 shares in January, as reported on
Forms 4 filed by Mr. Karabots with the Securities and Exchange Commission.  Such
purchases were all made in the open market and were not pursuant to any publicly
announced plan or program. The Company purchased no shares in January 2008.

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.




                                       18
<PAGE>



                                    SIGNATURE

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

Date:  March 10, 2008         AMREP CORPORATION
                                (Registrant)

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





                                       19
<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 - Filed
          herewith.









                                       20