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, 2000
                              ______________________________________

                                      OR

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

For the transition period from ______________  to  _________________

                      Commission File Number    1-4702
                                             ___________

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

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


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


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

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

                        Yes      X       No
                            ____________    ___________

Number of Shares of Common Stock, par value $.10 per share, outstanding at
December 13, 2000 - 6,612,196.


<PAGE>




                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX




PART I.  FINANCIAL INFORMATION                                         PAGE NO.

         Item 1.  Consolidated Financial Statements:

                  Balance Sheets
                           October 31, 2000 (Unaudited) and
                           April 30, 2000 (Audited)                       1

                  Statements of Operations and Retained Earnings
                  (Unaudited)
                           Three Months Ended October 31, 2000 and 1999   2

                  Statements of Operations and Retained Earnings
                  (Unaudited)
                           Six Months Ended October 31, 2000 and 1999     3

                  Statements of Cash Flows (Unaudited)
                           Six Months Ended October 31, 2000 and 1999     4

                  Notes to Consolidated Financial Statements              5-6

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

         Item 3.  Quantitative and Qualitative Disclosures
                  about Market Risk                                       10


PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings                                       11

         Item 4.  Submission of Matters to Vote of Security Holders       12
         Item 6.  Exhibits and Reports on Form 10-K                       12

SIGNATURES                                                                13

EXHIBIT INDEX                                                             14

<PAGE>



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

                                        October 31, 2000          April 30, 2000
                                   ----------------------     ------------------
                                           (Unaudited)               (Audited)
ASSETS
Cash and cash equivalents                   $  11,825              $    12,934
Receivables, net:
   Real estate operations                       8,673                    9,108
   Magazine circulation operations             40,630                   45,366
Real estate inventory                          75,441                   70,548
Property, plant and equipment, at cost, net
        of accumulated depreciation and
        amortization of $14,870 at October 31,
        2000 and $14,032 at April 30, 2000.    17,376                   17,852
Other assets                                   10,934                   11,437
Excess of cost of subsidiary over
    net assets acquired                         5,191                    5,191
                                       --------------             --------------
                                         $    170,070           $      172,436
                                       ==============             ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable                         $     14,938          $        17,783
Deposits and accrued expenses                   8,669                    8,137

Notes payable:
   Amounts due within one year                 45,026                   15,599
   Amounts subsequently due                     5,137                   31,312
                                        --------------            --------------
                                               50,163                   46,911

Taxes payable:
       Amounts due (receivable) within one year  (240)                  (1,002)
       Amounts subsequently due                 5,999                    5,999
                                         -------------            --------------
                                                5,759                    4,997
Deferred income taxes                           2,705                    2,627
                                         -------------            --------------
                                               82,234                   80,455
                                         -------------            --------------
Commitments and Contingencies

Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized - 20,000,000;
    shares issued -7,399,677 at October 31,
    2000 and 7,398,677 issued at April  30,
    2000                                          740                      740
  Capital contributed in excess of par value   44,936                   44,930
  Retained earnings                            47,599                   47,258
  Treasury stock, at cost; 787,481 shares
    at October 31, 2000 and 158,327 shares
    at April 30, 2000                          (5,439)                    (947)
                                         --------------           --------------
                                               87,836                   91,981
                                         --------------           --------------
                                         $    170,070             $    172,436
                                         ==============           ==============
                See notes to consolidated financial statements.

                                       1
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended October 31, 2000 and 1999
                      (Thousands, except per share amounts)

                                             2000                     1999
                                     ------------------      -------------------
REVENUES

Real estate operations:
   Land sales                           $   3,112              $    12,118

   Home and condominium sales                 507                    7,890
                                     ------------------      -------------------
                                            3,619                   20,008


Magazine circulation operations            12,740                   13,863

Interest and other operations               1,032                      442
                                     ------------------      -------------------

                                           17,391                   34,313

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

COSTS AND EXPENSES

Real estate cost of sales:

   Land sales                               1,165                    8,473

   Home and condominium sales               1,166                    7,885
Operating expenses:

   Magazine circulation operations          9,917                   10,732

   Real estate commissions and selling        256                    1,229

   Other operations                           577                      971
General and administrative:
   Real estate operations and corporate     1,227                    1,574

   Magazine circulation operations          1,356                    1,648

   Interest, net                              803                      731
                                     ------------------      -------------------
                                           16,467                   33,243
                                     ------------------      -------------------
         Income before income taxes           924                    1,070

PROVISION FOR  INCOME TAXES                   369                      428
                                     ------------------      -------------------
NET INCOME                                    555                      642

RETAINED EARNINGS, beginning of period     47,044                   47,402
                                     ------------------      -------------------
RETAINED EARNINGS, end of period        $  47,599               $   48,044
                                     ==================      ===================
EARNINGS PER SHARE - BASIC AND DILUTED  $    0.08               $     0.09
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                          6,629                    7,297

                                     ==================      ===================
                See notes to consolidated financial statements.

                                       2
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Six Months Ended October 31, 2000 and 1999
                      (Thousands, except per share amounts)

                                            2000                     1999
                                     ------------------      -------------------
REVENUES

Real estate operations:
   Land sales                            $   5,883              $    20,344

   Home and condominium sales                2,720                   26,601
                                     ------------------      -------------------
                                             8,603                   46,945


Magazine circulation operations             25,069                   26,863

Interest and other operations                1,929                    2,540
                                     ------------------      -------------------

                                            35,601                   76,348
                                     ------------------      -------------------

COSTS AND EXPENSES

Real estate cost of sales:

   Land sales                                2,521                   14,336

   Home and condominium sales                3,373                   24,378
Operating expenses:

   Magazine circulation operations          20,123                   21,198

   Real estate commissions and selling         583                    2,819

   Other operations                          1,126                    1,982
General and administrative:

   Real estate operations and corporate      2,157                    3,516

   Magazine circulation operations           3,529                    3,217

   Interest, net                             1,621                    1,644
                                     ------------------      -------------------
                                            35,033                   73,090
                                     ------------------      -------------------
         Income before income taxes            568                    3,258

PROVISION FOR  INCOME TAXES                    227                    1,303
                                     ------------------      -------------------
NET INCOME                                     341                    1,955

RETAINED EARNINGS, beginning of period      47,258                   46,089
                                     ------------------      -------------------
RETAINED EARNINGS, end of period         $  47,599               $   48,044
                                     ==================      ===================
EARNINGS PER SHARE - BASIC AND DILUTED   $    0.05               $     0.27
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                           6,775                    7,329

                                     ==================      ===================
                See notes to consolidated financial statements.

                                       3
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 2000 and 1999
                                   (Thousands)
                                              2000                    1999
                                      -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                            $        341            $      1,955
                                      -----------------       ------------------
Adjustments to reconcile net income to
net cash provided (used)by operating
activities -
   Depreciation and amortization            1,536                    2,372

   Non-cash credits and charges:
      (Gain) loss on disposition of
         fixed assets                        (192)                     169
      Inventory and joint venture valuation
         adjustments and write-offs           283                    1,223
      Pension benefit accrual                (369)                    (162)

      Expense recorded on issuance
         of treasury stock                      -                       92
   Changes in assets and liabilities -
      Receivables                           5,171                    3,209
      Real estate inventory                (5,176)                  20,610
      Other real estate investments             -                      652
      Other assets                            265                   (1,091)
      Accounts payable, deposits and
        accrued expenses                   (2,313)                  (5,667)
      Taxes payable                           762                   (3,194)
      Deferred income taxes                    78                      646
                                      -----------------       ------------------
         Total adjustments                     45                   18,859
                                      -----------------       ------------------
         Net cash provided by
            operating activities              386                   20,814
                                      -----------------       ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                    (1,251)                    (944)
   Proceeds from assets sold                  990                        -
                                      -----------------       ------------------
         Net cash used by
             investing activities            (261)                    (944)
                                      -----------------       ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing            13,125                   11,410
   Principal debt payments                 (9,873)                 (36,385)

   Proceeds from exercise of stock option       6                        -
   Purchase of treasury stock              (4,492)                    (840)
                                      -----------------       ------------------
          Net cash used by
              financing activities         (1,234)                 (25,815)
                                      -----------------       ------------------
     cash equivalents                      (1,109)                  (5,945)

CASH AND CASH EQUIVALENTS,
     beginning of period                   12,934                   23,553
                                      -----------------       ------------------
CASH AND CASH EQUIVALENTS,
     end of period                $        11,825             $     17,608
                                      =================       ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest paid - net of
       amounts capitalized        $         1,621             $      1,737
                                      =================       ==================
     Income taxes paid (refunded) $          (771)            $      3,795
                                      =================       ==================
                See notes to consolidated financial statements.

                                       4
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                  Three Months Ended October 31, 2000 and 1999

(1)      BASIS OF PRESENTATION

The  accompanying  unaudited  financial  statements  included  herein  have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange  Commission for interim financial  information.  The April 30, 2000
balance  sheet  amounts  have  been  derived  from the April  30,  2000  audited
financial  statements of the  Registrant.  Since the  accompanying  consolidated
financial  statements do not include all the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements,
it is suggested that they be read in conjunction  with the financial  statements
and notes thereto included in the  Registrant's  April 30, 2000 Annual Report on
Form 10-K. In the opinion of management,  the accompanying  unaudited  financial
statements  include all  adjustments,  which are of a normal  recurring  nature,
necessary to reflect a fair  presentation of the results for the interim periods
presented.   The  results  of  operations  for  such  interim  periods  are  not
necessarily indicative of the results to be expected for the full fiscal year.


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

The  following  schedules  set forth  summarized  data  relative to the industry
segments in which the Company operates for the three and six month periods ended
October 31, 2000 and 1999.
<TABLE>
<CAPTION>

THREE MONTH                            Land       Home Building                                     Corporate
                                      Sales                        Distribution     Fulfillment     and Other  Consolidated
<S>                           <C>            <C>             <C>              <C>            <C>            <C>

 October 2000 (Thousands):
   Revenues                       $   3,588  $          530  $         3,574  $       9,166  $         533  $       17,391
   Expenses(excluding interest)       1,954           1,323            3,488          8,105            794          15,664
   Interest expense, net                 81               5              524            151             42             803
                             --------------  --------------  ---------------  -------------  -------------  ---------------
   Pretax income (loss)
     contribution                 $   1,553  $       ( 798)  $         (438)  $         910  $       (303)  $          924
                             ==============  ==============  ===============  =============  =============  ===============

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

October 1999 (Thousands):
   Revenues                       $  12,718  $       7,179   $        4,124   $       9,739  $        553   $       34,313
   Expenses(excluding intere         10,123          9,215            3,615           8,765           794           32,512
   Interest expense, net                156             22              392             143            18              731
                             --------------  --------------  --------------   -------------  -------------  --------------
   Pretax income (loss)
     contribution                 $   2,439  $      (2,058)  $          117   $         831  $       (259)  $        1,070
                             ==============   =============  ==============   =============  =============  ==============
</TABLE>


                                       5
<PAGE>




<TABLE>
<CAPTION>
                                      Land            Home                                         Corporate
                                      Sales        Building(a)     Distribution     Fulfillment     and Other      Consolidated
<S>                              <C>            <C>             <C>             <C>             <C>             <C>
SIX MONTHS:
October 2000 (Thousands):
   Revenues                       $   6,643      $    2,769      $     7,407      $  17,662      $   1,120       $   35,601
   Expenses (excluding interest)      4,078           3,757            7,198         16,454          1,925           33,412
   Interest expense, net                195              34            1,015            290             87            1,621
                                -----------    ------------    -------------    -----------    -----------     ------------
   Pretax income (loss)
      contribution                $   2,370      $   (1,022)     $      (806)     $     918      $    (892)      $      568
                                ===========    ============    =============    ===========    ===========     ============


   Identifiable assets            $  82,068      $    5,201      $    51,892      $  14,555      $  16,354       $  170,070


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

October 1999 (Thousands):
   Revenues                       $  21,746      $   26,500      $     8,779      $  18,084      $   1,239       $   76,348
   Expenses (excluding interest)     16,722          28,133            7,378         17,037          2,176           71,446
   Interest expense, net                285             218              811            295             35            1,644
                                -----------    ------------    -------------    -----------    -----------     ------------

   Pretax income (loss)
     contribution                 $   4,739      $   (1,851)     $       590      $     752      $    (972)      $    3,258
                                ===========    ============    =============    ===========    ===========     ============

   Identifiable assets (b)        $  77,107  $       15,020  $        57,081  $      19,687  $      16,899   $      185,794

</TABLE>

(a) Includes the effect of valuation adjustments and other write-offs on certain
inventories and equity  investments in joint ventures of approximately  $500,000
and $1.9  million  recorded  in the  quarters  ended  October  31, 2000 and 1999
respectively.
(b) Certain amounts in the 1999 grouping of  Identifiable  assets
have been reclasssified to conform to the current year presentation.


                                       6
<PAGE>





                       AMREP CORPORATION AND SUBSIDIARIES

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

Results of  Operations  for the Three and Six Months ended  October 31, 2000 and
1999

Total  revenues were $17.4 million and $35.6 million for the three and six month
periods  ended  October 31, 2000,  respectively,  compared to $34.3  million and
$76.3  million in the  comparable  periods of the prior year.  The  reduction in
revenues was principally due to the  restructuring  of the Company's real estate
operations, including the continuing wind-down of homebuilding activities.

Revenues from land sales were $3.1 million and $5.9 million in the three and six
month periods ended  October 31, 2000,  respectively,  compared to $12.1 million
and $20.3 million in the  comparable  periods of the prior year,  resulting from
decreased sales of both  residential  lots to homebuilders as well as commercial
and industrial properties. Revenues from residential lot sales decreased to $2.9
million in the second  quarter and $5.2  million in the six month  period  ended
October 31, 2000 from $8.2 million and $15.0 million in the  comparable  periods
of the prior year,  primarily  because the prior year periods  included bulk lot
sales to other  homebuilders  in Colorado with an aggregate  sales value of over
$5.0  million  and $8.0  million,  respectively,  made as part of the  Company's
restructuring plan to sell its remaining real estate assets in Colorado, whereas
there  were no  comparable  sales in the  current  year  periods.  In  addition,
revenues  from the sale of  commercial  and  industrial  land were  $200,000 and
$600,000  in  the  three  and  six  month   periods   ended  October  31,  2000,
respectively,  compared  to $3.9  million  and $5.4  million  in the  comparable
periods last year. The average gross profit  percentage on land sales  increased
from 30% in both the second  quarter and six month periods of fiscal 2000 to 63%
in the second  quarter and 57% in the six month  period of fiscal  2001,  mainly
because  the prior year  included a higher  percentage  of sales of  residential
lots,  including  those bulk lot sales in Colorado  discussed  above,  which was
generally at lower gross profit  percentages than commercial and industrial land
sales have historically  achieved.  Land sale revenues and related gross profits
can vary from  period to period as a result of the nature and timing of specific
transactions,  and thus prior  results  are not  necessarily  an  indication  of
amounts that may be expected to occur in future periods.

Revenues from housing sales  decreased to $500,000 and $2.7 million in the three
and six month periods of fiscal 2001, respectively,  from $7.9 million and $26.6
million in the same  periods of the prior year,  which  decrease  reflected  the
effects  of the  restructuring  of the  Company's  real  estate  operations,  as
discussed  above,  and  is  expected  to  continue  as the  Company's  remaining
homebuilding  activities are completed.  In addition, the second quarter results
included  charges of  approximately  $500,000 in fiscal 2001 and $1.9 million in
fiscal 2000 for valuation  adjustments  and other reserves  associated  with the
wind-down of certain real estate  projects  outside of the Company's core market
in Rio Rancho,  New Mexico.  There was no other significant effect on net income
resulting from the withdrawal from homebuilding between these periods,  however,
as the decline in  homebuilding  gross  profits in the first half of fiscal 2001
was  substantially  offset  by a  comparable  decrease  in  homebuilding-related
commissions and selling and general and administrative expenses.

                                       7
<PAGE>

Revenues from  magazine  circulation  operations  decreased to $12.7 million and
$25.1  million  in  the  three  and  six  month  periods  of the  current  year,
respectively,  compared  to $13.9  million and $26.9  million in the  comparable
periods  of the  prior  year,  primarily  due  to a  decrease  in  the  magazine
distribution segment of Kable News Company. Revenues from Newsstand Distribution
Services  decreased  approximately 13% in this years second quarter and 16% for
the six month period compared to last year, primarily due to customer losses and
decreased sales for existing customers.  Revenues from Fulfillment Services also
decreased  by 6% and 2% in the  three  and six month  periods  of  fiscal  2001,
respectively,  compared to the prior year,  primarily as a result of the loss of
sweepstakes  processing  business for one  customer,  which was partly offset by
increased  revenues from core  fulfillment  and other  services.  Also partially
offsetting  this  revenue  decrease  was a  decrease  in  magazines  circulation
operating  expenses of 8% in the second  quarter and 5% in the six month period,
due in part to payroll-related reductions and reduced bad debt expense.

Revenues from "Interest and other operations" increased in the second quarter of
fiscal  2001  compared  to last year  which  included  the  effects  of  certain
valuation adjustments and write-offs associated with equity investments in joint
ventures,  but  decreased  for the six  month  period  due to the  wind-down  of
ancillary   operations  related  to  homebuilding.   Other  operations  expenses
decreased in both the three and six month periods commensurate with the decrease
in ancillary revenues noted above.

Real estate commissions and selling expenses decreased in both the three and six
month periods as a result of the wind-down of homebuilding  operations and lower
land sales. Real estate and corporate general and  administrative  expenses also
decreased  in both  periods due to the effects of the  Company's  restructuring,
including the wind-down of homebuilding  activities.  General and administrative
costs of magazine  circulation  operations in the second  quarter of fiscal 2001
were  comparable to the prior year,  and increased for the six month period as a
result of an increase in certain  insurance costs.  Interest  expense  increased
moderately in the second  quarter and is comparable  for the six month period of
fiscal 2001 compared to the same periods of fiscal 2000,  generally due to lower
borrowing  requirements  within  the real  estate  segments,  offset  in part by
increased  interest  in  the  magazine  circulation  operations  resulting  from
slightly higher receivable balances and interest rates.

As  previously  reported,  the Company has been  involved  for several  years in
ongoing  audits of its  Federal  tax  returns by the  Internal  Revenue  Service
("IRS") for fiscal years 1984 through 1996. The Company has previously  resolved
all issues and paid taxes and related  interest  due for the years 1984  through
1992,  and  reached an interim  agreement  and paid all  amounts  due on certain
issues for the years 1993 through 1996. In September  2000, the IRS presented to
the  Company a proposal  to settle all  remaining  federal tax matters for these
years.  Until a final  settlement  has been approved by the Company and the IRS,
however,  these  examinations  remain open. If the proposed  settlement  becomes
final,  the amount  actually owed for taxes and interest  would be less than the
amount accrued for this liability, and a tax benefit would be recognized at that
time.  While the exact  amount of the  potential  tax benefit is  uncertain  and
requires, among other things, the approval of the final agreement by the IRS and
the determination of related  interest,  as well as a determination of resulting
state tax adjustments, it could approximate $3.5 million.

                                       8
<PAGE>

Liquidity and Capital Resources

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

Over the past twenty-one  months,  the Company has  restructured its real estate
operations by winding-down  homebuilding activities and selling a portion of its
landholdings  in  Colorado,   California  and  Oregon.   At  October  31,  2000,
inventories  increased to $75.4  million  compared to $70.5 million at April 30,
2000 as a result of additional  development  of land in Rio Rancho,  while notes
payable increased to $50.2 million at October 31, 2000 compared to $46.9 million
at April  30,  2000 due to  increased  borrowings  in the  magazine  circulation
operations.  At October  31,  2000,  the Company  was not in  compliance  with a
financial  covenant  of the $40  million  credit  arrangement  for its  magazine
circulation operations,  under which $31.8 million was outstanding. A waiver has
been  granted.  This line of  credit  arrangement  expires  in  September  2001.
Accordingly,  the amount  outstanding  has been classified as "Amount due within
one  year".  The  Company  has  been in  negotiations  with the  lenders  for an
extension of the arrangement, however, no agreement has yet been reached.

In  connection  with a previously  announced  self-tender  "Dutch  Auction," the
Company reacquired 587,654 shares of its stock to be held as treasury stock at a
cost of approximately $4.3 million, including expenses, during the quarter ended
July 31, 2000.  The Company also  reacquired an additional  41,500 shares of its
common  stock  from time to time in the open  market at an  approximate  cost of
$230,000 under a previously announced program.

The Company  believes that cash provided from operations  together with existing
cash balances, its lines-of-credit and land development loans will be sufficient
to maintain liquidity at a satisfactory level.

Statement of Forward-Looking Information

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


                                       9
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

There  have  been no  material  changes  to the  Company's  market  risk for the
three-month period ended October 31, 2000. See Item 7(A) of the Company's Annual
Report on Form 10-K for the fiscal  year  ended  April 30,  2000 for  additional
information  regarding  quantitative  and qualitative  disclosures  about market
risk.


                                       10
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

A civil  action  entitled  United  Magazine  Company,  Inc.  et al.  v.  Murdoch
Magazines Distribution,  Inc., el al was commenced in the United States District
Court for the  Southern  District  of New York in May,  2000 by United  Magazine
Company and five affiliated companies ("Unimag" or "plaintiffs"). The plaintiffs
were for many years in the business of wholesale  distribution  of magazines and
other  periodicals  in Ohio,  Michigan and parts of other  states,  with alleged
annual sales in 1998 of $324 million.  They  originally  sued Murdoch  Magazines
Distribution,  Inc., a national  distributor of magazines and other  periodicals
("Murdoch"),  and Chas.  Levy  Circulating  Co.,  a large  wholesaler  ("Levy"),
complaining  that Murdoch and Levy destroyed  Unimag's  business through various
improper acts.

Murdoch moved to dismiss the complaint.  In response, on August 31, 2000, Unimag
filed an Amended Complaint correcting to some extent certain deficiencies in the
original  Complaint and adding as  defendants  the other  national  distributors
including Kable News Company, Inc., ("Kable"), a wholly-owned  subsidiary of the
Registrant.  The Amended Complaint  contains 15 causes of action,  some of which
are solely against Murdoch or Levy. The main allegation of the Amended Complaint
is that the defendants destroyed  plaintiff's business through violations of the
antitrust laws, breaches of contracts and other improper acts.

Plaintiffs allege that for many years wholesalers occupied exclusive territories
pursuant to  agreements  with the national  distributors,  and that the right of
exclusivity was enforced by the national  distributors  through their control of
allotments  of  national   publications   containing  local  content  and  local
advertising  and their refusal to increase  allotments to wholesalers who sought
to invade the territories of other  wholesalers.  Plaintiffs further allege that
commencing in 1995, the national  distributors began permitting some wholesalers
to supply  magazines  to major  retails  chains  without  regard  to  geographic
location,  in breach of the  alleged  exclusivity  agreements.  Plaintiffs  also
allege that the national  distributors sold magazines to defendant Chas. Levy at
prices  lower  than  those  charged  to  plaintiffs,  placing  plaintiffs  at  a
competitive  disadvantage.  They seek  damages  in the  amount of $275  million,
trebled,  plus  pre-judgment  interest and attorneys' fees. The action is in the
preliminary  stage but  Kable  believes  that  there  are  substantial  defenses
available to it, and these will be vigorously pursued.


                                       11
<PAGE>


Item 4.  Submission of Matters to Vote of Security Holders

The Annual Meeting of Shareholders was held on September 20, 2000.

At the meeting,  Edward B. Cloues II and James Wall were  elected as  directors.
Shareholders cast votes for the election as follows:
                 Nominee                                "For"       "Withheld"

        Edward B. Cloues II                           5,953,235       296,150
        James Wall                                    5,953,238       296,147

The terms of office as directors of Jerome Belson, Daniel Friedman*, Nicholas G.
Karabots, Albert V. Russo, Samuel Seidman and Mohan Vachani continued.
___________
*Mr. Friedman resigned effective October 31, 2000.

Item 6.  Exhibits and Reports on Form 8-K


(a)  Exhibits:
     4(a) Second  Modification  Agreement  dated as of June 29, 2000 to the Loan
     Agreement  dated as of September 15, 1998 between  Kable News Company, Inc.
     and American  National  Bank and Trust  Company of  Chicago as Agent to all
     Lenders defined herein.

     27.      Financial Data Schedule

(b)  Reports on Form 8-K:

     No  reports  on Form 8-K were filed by the  Registrant  during the  quarter
     ended October 31, 2000.


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<PAGE>


                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES

                                   SIGNATURES




     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.



                                                      AMREP Corporation
                                                        (Registrant)



  Dated:  December 15, 2000                      By:     /s/ Mohan Vachani
                                                         Mohan Vachani
                                                         Senior Vice President,
                                                         Chief Financial Officer



   Dated:  December 15, 2000                     By:     /s/ Peter M. Pizza
                                                         Peter M. Pizza
                                                         Vice President,
                                                         Controller


                                       13
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES

                                  EXHIBIT INDEX



                4(a)  Second  Modification  Agreement  dated  as of June  29,
                2000 to the  Loan Agreement  dated as of September 15, 1998
                between  Kable News Company,  Inc. and American  National  Bank
                and Trust  Company of  Chicago as Agent to all  Lenders
                defined herein.



                 27.      Financial Data Schedule


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<PAGE>