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, 1998
                               ------------------------------------------------

                                             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
March 10, 1998 - 7,368,650.

<PAGE>

                                         FORM 10-Q
                             AMREP CORPORATION AND SUBSIDIARIES

                                           INDEX
                                           -----



PART I                                                              PAGE NO.
------                                                              --------

Consolidated Financial Statements:

      Balance Sheets
         January 31, 1998 (Unaudited) and
         April 30, 1997 (Audited)                                       1

      Statements of Income and Retained Earnings (Unaudited)
         Three Months Ended January 31, 1998 and 1997                   2

      Statements of Income and Retained Earnings (Unaudited)
         Nine Months Ended January 31, 1998 and 1997                    3

      Statements of Cash Flows (Unaudited)
         Nine Months Ended January 31, 1998 and 1997                    4

      Notes to Consolidated Financial Statements                        5

Management's Discussion and Analysis                                  6 - 7



PART II
-------

Other Information                                                       8

Signatures                                                              9

Exhibit Index                                                          10


<PAGE>




                                         FORM 10-Q
                             AMREP CORPORATION AND SUBSIDIARIES
                                Consolidated Balance Sheets
                            January 31, 1998 and April 30, 1997
                      (Dollar amounts in thousands, except par value)

                                              January 31, 1998   April 30, 1997
                                              ----------------   --------------
                                                (Unaudited)        (Audited)
ASSETS
------

Cash and cash equivalents                     $         4,731    $      16,178
Receivables, net:
   Real estate operations                              11,084           10,486
   Magazine circulation operations                     58,665           43,015
Real estate inventory                                  93,162           86,102
Investment property                                     5,132            6,413
Other real estate investments                           1,525            4,893
Property, plant and equipment, at cost,
  net of accumulated depreciation and
  amortization of $12,992 at January 31,               17,639           18,974
  1998 and $13,532 at April 30, 1997
Other assets                                           15,658           14,059
Excess of cost of subsidiaries over net
assets acquired                                         6,238            5,191

                                              ---------------    -------------
                                              $       213,834    $     205,311
                                              ===============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Accounts payable, deposits and accrued
expenses                                      $        34,192    $      30,081
Notes payable:
   Amounts due within one year                         29,786           24,833
   Amounts subsequently due                            46,232           54,991
Taxes payable:
   Amounts due within one year                          1,799              512
   Amounts subsequently due                            13,923           13,923
Deferred income taxes                                   4,882            5,137
                                              ---------------    -------------
                                                      130,814          129,477
                                              ---------------    -------------
Shareholders' equity:
   Common stock, $.10 par value;
     shares authorized -- 20,000,000; shares
     issued --7,398,677 at January 31, 1998
     and April 30, 1997                                   740              740
Capital contributed in excess of par value             44,928           44,928
Retained earnings                                      37,532           30,346
Treasury stock, at cost; 30,027 shares                   (180)            (180)
                                              ---------------    -------------
                                                       83,020           75,834
                                              ---------------    -------------
                                              $       213,834    $     205,311
                                              ===============    =============


                    See notes to consolidated financial statements.

                                          1

<PAGE>


                                         FORM 10-Q
                             AMREP CORPORATION AND SUBSIDIARIES
            Consolidated Statements of Income and Retained Earnings (Unaudited)
                        Three Months Ended January 31, 1998 and 1997
                      (Amounts in thousands, except per share amounts)

                                                 1998            1997
                                             ------------    -----------
REVENUES
--------

Real estate operations:
   Home and condominium sales                $     19,964    $    17,652
   Land sales                                       6,946          3,935
                                             ------------    -----------
                                                   26,910         21,587

Magazine circulation operations                    14,516         13,831
Interest and other operations                       5,423          1,343
                                             ------------    -----------
                                                   46,849         36,761
                                             ------------    -----------

COSTS AND EXPENSES
------------------

Real estate cost of sales                          21,325         17,090
Operating expenses:
   Magazine circulation operations                 11,049         11,334
   Real estate commissions and selling              1,771          1,769
   Other operations                                   884          1,457
General and administrative:
   Real estate operations and corporate             2,140          1,857
   Magazine circulation operations                  1,680          1,631
Interest, net                                       1,096          1,178
                                             ------------    -----------
                                                   39,945         36,316
                                             ------------    -----------
INCOME BEFORE INCOME TAXES                          6,904            445

PROVISION FOR INCOME TAXES                          2,762            178
                                             ------------    -----------
NET INCOME                                          4,142            267

RETAINED EARNINGS, beginning of period             33,390         23,729
                                             ------------    -----------
RETAINED EARNINGS, end of period             $     37,532    $    23,996
                                             ============    ===========
NET INCOME PER SHARE - BASIC AND DILUTED     $       0.56    $      0.04
                                             ============    ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED                     7,369          7,369
                                             ============    ===========


              See notes to consolidated financial statements.

                                      2

<PAGE>


                                         FORM 10-Q
                             AMREP CORPORATION AND SUBSIDIARIES
            Consolidated Statements of Income and Retained Earnings (Unaudited)
                        Nine Months Ended January 31, 1998 and 1997
                      (Amounts in thousands, except per share amounts)

                                                  1998           1997
                                              -----------     ----------
REVENUES
--------

Real estate operations:
   Home and condominium sales                 $    58,332     $   47,977
   Land sales                                      18,375         10,848
                                              -----------     ----------
                                                   76,707         58,825

Magazine circulation operations                    42,710         40,919
Interest and other operations                       8,767          4,655
                                              -----------     ----------
                                                  128,184        104,399
                                              -----------     ----------

COSTS AND EXPENSES
------------------

Real estate cost of sales                          59,738         46,362
Operating expenses:
   Magazine circulation operations                 32,945         33,393
   Real estate commissions and selling              5,370          4,840
   Other operations                                 3,979          4,908
General and administrative:
   Real estate operations and corporate             5,895          5,627
   Magazine circulation operations                  4,871          4,711
Interest, net                                       3,409          3,005
                                              -----------     ----------
                                                  116,207        102,846
                                              -----------     ----------
INCOME BEFORE INCOME TAXES                         11,977          1,553

PROVISION FOR INCOME TAXES                          4,791            621
                                              -----------     ----------
NET INCOME                                          7,186            932

RETAINED EARNINGS, beginning of period             30,346         23,064
                                              -----------     ----------
RETAINED EARNINGS, end of period              $    37,532     $   23,996
                                              ===========     ==========
NET INCOME PER SHARE - BASIC AND DILUTED      $      0.98     $     0.13
                                              ===========     ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED                     7,369          7,369
                                              ===========     ==========


                    See notes to consolidated financial statements.

                                        3

<PAGE>


                                       FORM 10-Q
                           AMREP CORPORATION AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows (Unaudited)
                      Nine Months Ended January 31, 1998 and 1997
                                 (Amounts in thousands)

                                                              1998         1997
                                                          ---------    --------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                                $   7,186    $    932
                                                          ---------    --------
Adjustments to reconcile net income to net cash used by
   operating activities -
    Depreciation and amortization                             2,505       1,966
    Changes in assets and liabilities, net of effects
       from purchase of assets of business:
      Receivables, net                                      (15,987)     (4,560)
      Real estate inventory                                  (7,060)    (16,758)
      Other real estate investments                           3,368       2,399
      Investment property                                     1,281         754
      Other assets                                           (1,347)       (976)
      Accounts payable, deposits and accrued expenses         4,061      (4,663)
      Taxes payable                                           1,287           -
      Deferred income taxes                                    (255)          -
    Gain from sale of real estate inventory related to
      reduction in accounts payable                               -        (579)
                                                          ---------    --------
         Total adjustments                                  (12,147)    (22,417)
                                                          ---------    --------
         Net cash used by operating activities               (4,961)    (21,485)
                                                          ---------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                     (1,783)     (2,617)
    Purchase of assets of business, net of cash acquired     (2,202)          -
    Book value of fixed assets sold                           1,305           -
                                                          ---------    --------
         Net cash used by investing activities               (2,680)     (2,617)
                                                          ---------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt financing                             30,242      54,622
    Principal debt payments                                 (34,048)    (31,175)
                                                          ---------    --------
         Net cash provided (used) by financing activities    (3,806)     23,447
                                                          ---------    --------
DECREASE IN CASH AND CASH EQUIVALENTS                       (11,447)       (655)

CASH AND CASH EQUIVALENTS, beginning of period               16,178       7,607
                                                          ----------   --------
CASH AND CASH EQUIVALENTS, end of period                  $   4,731    $  6,952
                                                          ==========   ========
SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid - net of amounts capitalized             $   3,016    $  4,142
                                                          =========    ========
   Income taxes paid                                      $   3,759    $  2,430
                                                          =========    ========
SUPPLEMENTAL INFORMATION REGARDING NON-CASH OPERATING
ACTIVITIES:
   Reduction in accounts payable related to sale of real
    estate inventory                                      $       -    $    800
                                                          =========    ========

              See notes to consolidated financial statements.

                                        4



<PAGE>

                                       FORM 10-Q
                           AMREP CORPORATION AND SUBSIDIARIES
                 Notes to Consolidated Financial Statements (Unaudited)
                      Nine Months Ended January 31, 1998 and 1997







Note 1:
-------

The consolidated financial statements included herein have been prepared by the
     Company,  without  audit,  pursuant  to the  rules and  regulations  of the
     Securities and Exchange Commission.  The consolidated  financial statements
     reflect all adjustments which are, in the opinion of management,  necessary
     to reflect a fair  presentation  of the  results  for the  interim  periods
     presented.  Certain information and footnote  disclosures normally included
     in financial  statements  prepared in accordance  with  generally  accepted
     accounting principles have been condensed or omitted pursuant to such rules
     and  regulations,  although the Company  believes that the  disclosures are
     adequate to make the information presented not misleading.  It is suggested
     that these  consolidated  financial  statements be read in conjunction with
     the consolidated financial statements and the notes thereto included in the
     Company's latest annual report on Form 10-K.

Note 2:
-------

Certain amounts as  previously  reported in the April 30, 1997 Consolidated 
     Balance Sheet and January 31, 1997 Consolidated Statement of Income and  
     Statement of Cash Flows have been reclassified to conform to the 
     presentation used at January 31, 1998.









                                        5

<PAGE>


                                       FORM 10-Q
                           AMREP CORPORATION AND SUBSIDIARIES
                        Management's Discussion and Analysis of
              Financial Condition and Results of Operations (Page 1 of 2)
                                    January 31, 1998

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

Total  revenues  for the three and nine month  periods  ended  January  31, 1998
increased  27% and  23%,  respectively,  from the  same  periods  last  year,
reflecting  higher  revenues  from both real  estate  and  magazine  circulation
operations.  

Revenues from real estate operations  increased 25% and 30% during the three and
nine month periods ended January 31, 1998,  respectively,  compared to the prior
year,  resulting  from  increases in both home and  condominium  and land sales.
Revenues from home and condominium  sales increased 13% and 22% in the three and
nine month periods,  respectively,  which generally reflect an increase in total
unit  deliveries from 154 to 165 in the third quarter and from 403 to 497 in the
nine month period as compared to the same periods last year.  This  increase was
due in part to increased home  deliveries in Colorado  resulting from additional
projects  from  which  homes  are  being  sold  and  delivered,  as well as from
deliveries contributed from the Company's northern California operations,  which
were acquired  by the  Company in  September  1997.  Although  housing  revenues
increased,  there was a slight  decrease  in the  gross  profit  percentage  for
housing, which resulted from a number of factors,  including a change in the mix
of homes  delivered and higher lot development  costs. In addition,  the Company
closed  an  increased  number  of large  commercial  land  sales  in New  Mexico
throughout  this fiscal  year  compared  to the prior  year,  which  resulted in
increased  revenues  of 77% from land sales for the quarter and 69% for the nine
month period. Land sale revenues and related gross profits can vary from year to
year as a result of the  nature and timing of  specific  transactions,  and thus
prior  results are not an indication of amounts that may be expected to occur in
future periods. As a result of these factors, gross profit from combined housing
and land sales increased by approximately  $1.1 million in the third quarter and
by  approximately  $4.5 million in the nine months this year,  respectively,  as
compared to the similar periods last year.

Revenues from magazine circulation operations increased  approximately 5% and 4%
in the three and nine months  periods ended January 31, 1998, as compared to the
same periods last year, due to increases in both Fulfillment Services and
Newsstand  Distribution  Services.  Revenues from Fulfillment Services increased
approximately   5%  in  both  the  three  and  nine  month  periods  this  year,
respectively,  due primarily to increased  volumes resulting from a new contract
with a major publisher, which was partially offset by decreased volumes in other
areas of the business.  Revenues from  Newsstand  Distribution  Services 
increased approximately 4% and 2% in the three and nine month periods this year,
respectively, compared to the prior year, due to a modest increase in the volume
of magazine sales.


                                       6


<PAGE>


                                       FORM 10-Q
                           AMREP CORPORATION AND SUBSIDIARIES
                        Management's Discussion and Analysis of
              Financial Condition and Results of Operations (Page 2 of 2)
                                    January 31, 1998


The major  realignment and  consolidation  of  relationships in the distribution
chain for  magazines  which  developed  during  1996  continues  to  affect  the
industry,  and the Company continues to address the situation.  Magazine
circulation  operating expenses have decreased from approximately 81% of related
revenues last year to approximately 77% of related revenues in the current year,
reflecting  the  completed  integration  of  the  acquisition  of  Kable's  Ohio
operations and the favorable impact of cost reduction  initiatives.  As a result
of  these  factors,   operating  income  from  magazine  circulation  operations
increased by approximately $970,000 and $2,240,000 in the third quarter and nine
months this year, respectively, as compared to last year.

During the third  quarter of fiscal  1998,  the Company sold the Rio Rancho Golf
and Country  Club,  and its 50% limited  partnership  interest in The Classic at
West Palm Beach,  a  congregate  care  facility in Florida,  and  recognized  an
aggregate  non-recurring  gain of  approximately  $4.2 million,  which amount is
included in "Interest and other operations".

Real estate commissions and selling expenses increased approximately $530,000 in
the nine months,  primarily as a result of the increased volume, as well as from
an increase in the number of projects  open for sale.  Real estate and corporate
general and administrative expenses increased $283,000 in the three month period
and $268,  000 in the nine  months,  principally  as a result  of the  Company's
expansion into northern California in September 1997. General and administrative
costs of the magazine  circulation  operations  increased by approximately 3% in
both the three  and nine  month  periods,  respectively,  commensurate  with the
revenue increase.

Interest expense  increased in both real estate and magazine  operations in both
the third  quarter and nine  months  period  this year  primarily  due to higher
average borrowings  partially offset by an increase in the amount of capitalized
real estate interest.


FINANCIAL CONDITION
-------------------

Receivables from magazine circulation operations increased from $43.0 million at
April 30, 1997, to $58.7 million at January 31, 1998,  resulting  partially from
the timing of monthly billings as well as from delays in payments experienced by
Kable  from  wholesalers  which  Kable  believes  is  partially  a result of the
industry consolidation issue as referred to above. As a result, cash decreased 
by $11.4 million and accounts payable,  deposits and accrued expenses  increased
by approximately $4.1 million at January 31, 1998 compared to April 30, 1997.


                                           7


<PAGE>

                                       FORM 10-Q
                           AMREP CORPORATION AND SUBSIDIARIES

                                        PART II




                                   Other Information
                                   -----------------





Item 6.     Exhibits and Reports on Form 8-K
-------     --------------------------------


      (a)   Exhibits:
            ---------

            27    Financial Data Schedule.

      (b)   Reports on Form 8-K.
            --------------------

                  No reports on Form 8-K were filed by Registrant during the
quarter ended January 31, 1998.










                                           8


<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:     March 13, 1998          By:   /s/ Mohan Vachani
                                                -----------------
                                                Mohan Vachani
                                                Senior Vice President,
                                                Chief Financial Officer



       Dated:     March 13, 1998          By:   /s/ Peter M. Pizza
                                                ------------------
                                                Peter M. Pizza
                                                Vice President, Controller











                                           9


<PAGE>


                                       FORM 10-Q
                           AMREP CORPORATION AND SUBSIDIARIES


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





            27    Financial Data Schedule.





















                                        10