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 , 2003
                               -------------------------------------------------

                                       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  been  subject  to such  filing
requirements for the past 90 days.

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


Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

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

Number of Shares of Common  Stock,  par value  $.10 per  share,  outstanding  at
October 31, 2003 - 6,598,112.

<PAGE>

                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----




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

Item 1.  Financial Statements

         Consolidated Balance Sheets
            October 31, 2003 and April 30, 2003                           1

         Consolidated Statements of Operations and Retained Earnings
            Three Months Ended October 31, 2003 and 2002                  2

         Consolidated Statements of Operations and Retained Earnings
             Six Months Ended October 31, 2003 and 2002                   3

         Consolidated Statements of Cash Flows
             Six Months Ended October 31, 2003 and 2002                   4

         Notes to Consolidated Financial Statements                     5 - 6

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                       7 - 10

Item 3. Quantitative and Qualitative Disclosures About Market Risk       10

Item 4. Controls and Procedures                                        10 - 11

PART II.  OTHER INFORMATION
-------

Item 4.  Submission of Matters to a Vote of Security Holders             11

Item 6. Exhibits and Reports on Form 8-K                                 11

SIGNATURE                                                                12

EXHIBIT INDEX                                                            13



<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)

                                            October 31,             April 30,
                                                2003                   2003
                                       ------------------     ------------------

ASSETS
------
Cash and cash equivalents                $      23,425          $     16,443
Receivables, net:
   Magazine operations                          47,557                36,464
   Real estate operations                        7,405                 5,970
                                       ------------------     ------------------
                                                54,962                42,434
Real estate inventory                           60,484                63,084
Property, plant and equipment, at cost,
   net of accumulated depreciation and
   amortization of $20,308 at October 31, 2003
   and $18,231 at April 30, 2003                23,207                22,487

Other assets                                    10,670                 9,911
Goodwill                                         5,191                 5,191
                                       ------------------     ------------------
      TOTAL ASSETS                       $     177,939          $    159,550
                                       ==================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable and accrued expenses    $      46,911          $     38,101

Notes payable:
   Amounts due within one year                   3,008                 4,124
   Amounts subsequently due                     18,218                14,303
                                       ------------------     ------------------
                                                21,226                18,427

Taxes payable                                    1,155                   605
Deferred income taxes                            3,010                 1,506
Accrued pension cost                             7,083                 7,083
                                       ------------------     ------------------
      TOTAL LIABILITIES                         79,385                65,722

Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized -
    20,000,000; 7,409,204 shares issued -
    at October 31, 2003 and 7,406,704 at
    April 30, 2003                                 741                   741
  Capital contributed in excess of par value    45,067                44,992
  Retained earnings                             64,385                59,786
  Accumulated other comprehensive loss        (  6,034)            (   6,034)
  Treasury stock, at cost; 811,092
     shares at October 31, 2003
     and 818,592 at April 30, 2003            (  5,605)            (   5,657)
                                       ------------------     ------------------
     TOTAL SHAREHOLDERS' EQUITY                 98,554                93,828
                                       ------------------     ------------------
     TOTAL LIABILITIES AND SHAREHOLDERS'
     EQUITY                              $     177,939          $    159,550
                                       ==================     ==================


                        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, 2003 and 2002
                      (Thousands, except per share amounts)

                                            2003                     2002
                                     ------------------      -------------------
REVENUES
--------

Magazine operations                      $      25,200          $     13,175

Real estate operations                           6,744                 2,091

Interest and other operations                      758                 1,070
                                     ------------------      -------------------
                                                32,702                16,336
                                     ------------------      -------------------
COSTS AND EXPENSES
------------------

Magazine operating expenses                     20,905                 9,973

Real estate cost of sales                        3,385                   927

Real estate commissions and selling                277                   191

Other operations                                   567                   613

General and administrative:
   Magazine operations                           2,167                 1,648
   Real estate operations and corporate            823                   727

Interest expense, net                              267                   176
                                     ------------------      -------------------
                                                28,391                14,255
                                     ------------------      -------------------
         Income before income taxes              4,311                 2,081

PROVISION  FOR  INCOME TAXES                     1,595                   832
                                     ------------------      -------------------
NET INCOME                                       2,716                 1,249
RETAINED EARNINGS, beginning of period          61,669                54,308
                                     ------------------      -------------------
RETAINED EARNINGS, end of period         $      64,385           $     55,557
                                     ==================      ===================
NET INCOME PER SHARE -
   BASIC AND DILUTED                     $       0.41           $       0.19
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                               6,594                 6,579
                                     ==================      ===================

                         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, 2003 and 2002
                      (Thousands, except per share amounts)

                                            2003                     2002
                                     ------------------      -------------------
REVENUES
--------

Magazine operations                      $      51,193          $     25,341

Real estate operations                          13,138                 4,584

Interest and other operations                    1,988                 2,421
                                     ------------------      -------------------
                                                66,319                32,346
                                     ------------------      -------------------

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

Magazine operating expenses                     41,638                19,845

Real estate cost of sales                        5,998                 2,360

Real estate commissions and selling                479                   321

Other operations                                 1,174                 1,284

General and administrative:
   Magazine operations                           4,764                 3,380
   Real estate operations and corporate          1,821                 1,441

Interest expense, net                              528                   309
                                     ------------------      -------------------
                                                56,402                28,940
                                     ------------------      -------------------
         Income before income taxes              9,917                 3,406

PROVISION  FOR  INCOME TAXES                     3,670                 1,362
                                     ------------------      -------------------
NET INCOME                                       6,247                 2,044

DIVIDEND ( $0.25 per share )                   ( 1,648)                    -

RETAINED EARNINGS, beginning of period          59,786                53,513
                                     ------------------      -------------------
RETAINED EARNINGS, end of period         $      64,385          $     55,557
                                     ==================      ===================
NET INCOME PER SHARE - BASIC AND DILUTED $        0.95          $       0.31
                                     ==================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                               6,591                 6,577
                                     ==================      ===================

                         See notes to consolidated financial statements.
                                                3
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 2003 and 2002
                                   (Thousands)
                                            2003                     2002
                                      -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                             $       6,247          $      2,044
                                      -----------------       ------------------
  Adjustments to reconcile net income
  to net cash provided by operating
  activities -
    Depreciation and amortization                2,487                 1,516
    Non-cash credits and charges:
     Pension expense (benefit) accrual             772                    (7)
     Bad debt reserve                              138                   177
     Stock based compensation - Directors' Plan    109                     -
    Changes in assets and liabilities -
     Receivables                               (12,666)                1,605
     Real estate inventory                       2,600                (1,742)
     Other assets                              ( 1,169)                 (673)
     Accounts payable and accrued expenses       8,038                (1,641)
     Taxes payable                                 550                   940
     Deferred income taxes                       1,504                     -
                                      -----------------       ------------------
        Total adjustments                        2,363                   175
                                      -----------------       ------------------
        Net cash provided by
          operating activities                   8,610                 2,219
                                      -----------------       ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                         ( 2,797)               (1,459)
                                      -----------------       ------------------
        Net cash used by
          investing activities                (  2,797)               (1,459)
                                      -----------------       ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing                 18,094                13,630
   Principal debt payments                     (15,295)              (12,240)
   Proceeds from exercise of stock options          18                    46
   Dividends paid                              ( 1,648)                    -
                                      -----------------       ------------------
     Net cash provided by
       financing activities                      1,169                 1,436
                                      -----------------       ------------------
   Increase in cash and cash equivalents         6,982                 2,196

CASH AND CASH EQUIVALENTS, beginning of period  16,443                15,744
                                      -----------------       ------------------

CASH AND CASH EQUIVALENTS, end of period $      23,425          $     17,940
                                      =================       ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid - net of amounts
     capitalized                         $         407          $         378
                                      =================       ==================
   Income taxes paid - net of refunds    $       1,616          $         422
                                      =================       ==================

                         See notes to consolidated financial statements.
                                                4


<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended October 31, 2003 and 2002

(1)      BASIS OF PRESENTATION
         ---------------------
The  accompanying  unaudited  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.  The April 30,  2003  balance  sheet  amounts  have been
derived from the April 30, 2003 audited  financial  statements of the Registrant
(see Note 3). Since the accompanying  consolidated  financial  statements do not
include all the  information  and footnotes  required by  accounting  principles
generally accepted in the United States for complete financial statements, it is
suggested  that  they be read  in  conjunction  with  the  audited  consolidated
financial  statements and notes thereto included in the Registrant's 2003 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 tables set forth summarized data relative to the industry segments
in which the Company  operates for the three and six month periods ended October
31, 2003 and 2002.  Certain amounts included in "Interest and other  operations"
on the  Consolidated  Statements of Operations are  classified  below within the
Land Operations and Corporate and Other  segments,  depending upon the nature of
business   activity.   In  addition,   certain  prior  year  amounts  have  been
reclassified   to   reflect   corporate   management   fees   as   well  as  the
reclassification  of certain  revenues and expenses between the Distribution and
Fulfillment segments in order to conform to the current year presentation.

<TABLE>
<S>                               <C>            <C>              <C>             <C>            <C>
THREE MONTHS                           Land                                        Corporate
                                    Operations     Distribution    Fulfillment     and Other      Consolidated
                                    ----------     ------------    -----------     ---------      ------------
October 2003 (Thousands):
   Revenues                       $     6,839     $     2,968      $  22,232       $    663       $   32,702
   Expenses(excluding interest)         4,397           2,709         20,547            471           28,124
   Interest expense, net                    -               7            207             53              267
                                  --------------  --------------  -------------  --------------  ---------------
   Pretax income contribution     $     2,442     $       252      $   1,478       $    139       $    4,311
                                  ==============  ==============  =============  ==============  ===============
________________________________________________________________________________________________________________


October 2002 (Thousands):
   Revenues                       $     2,524     $     3,903      $   9,272       $    637       $   16,336
   Expenses(excluding interest)         1,828           2,883          8,913            455           14,079
   Interest expense, net                    -              68             49             59              176
                                  --------------  -------------   -------------  --------------  ---------------
   Pretax income contribution     $        696    $       952      $     310       $    123       $    2,081
                                  ==============  =============   =============  ==============  ===============
</TABLE>

                                       5
<PAGE>
<TABLE>
<S>                               <C>            <C>              <C>             <C>            <C>

SIX MONTHS                             Land                                        Corporate
                                    Operations     Distribution    Fulfillment     and Other      Consolidated
                                    ----------     ------------    -----------     ---------      ------------

October 2003 (Thousands):
   Revenues                       $    13,726     $     6,217      $  44,976       $  1,400       $   66,319
   Expenses(excluding interest)         8,037           5,609         41,160          1,068           55,874
   Interest expense, net                    -              12            408            108              528
                                  --------------  -------------    ------------  -------------   ---------------
   Pretax income contribution     $     5,689     $       596      $   3,408       $    224       $    9,917
                                  ==============  =============    ============  =============   ===============

   Identifiable assets            $    72,244     $    46,213      $  41,858       $ 17,624       $  177,939

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

October 2002 (Thousands):
   Revenues                       $     5,353     $      7,285     $  18,056       $  1,652       $   32,346
   Expenses(excluding interest)         4,099            5,769        17,806            957           28,631
   Interest expense, net                    -              132            59            118              309
                                  --------------  --------------   ------------  -------------   ---------------
   Pretax income contribution     $     1,254     $      1,384    $      191       $    577       $    3,406
                                  ==============  ==============   ============  =============   ===============

   Identifiable assets            $    71,786     $    38,333     $   23,082       $ 19,431       $  152,632

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

________________________________________________________________________________________________________________
</TABLE>
        (3)       RECLASSIFICATION
                  ----------------
The contract for the sale of the Company's water utility subsidiary in Eldorado,
New Mexico expired in September  2003. In accordance  with Financial  Accounting
Standard No. 144,  "Accounting  for the  Impairment  or Disposal of Long - Lived
Assets",  the related assets and liabilities have been  reclassified as held and
used.















                                       6
<PAGE>






                       AMREP CORPORATION AND SUBSIDIARIES

Item 2.    Management's Discussion and Analysis of Financial Condition
-------    -----------------------------------------------------------
           and Results of Operations
           -------------------------
The following  provides  information that management  believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial  condition.  The discussion should be read in conjunction with the
consolidated  financial statements and accompanying notes. All references to the
second quarter or first six months of 2004 or 2003 mean the quarter or six-month
period ended  October 31, 2003 or 2002,  as the case may be, and  references  to
2004 and 2003 mean the fiscal years ended April 30, 2004 and 2003, respectively,
unless the context otherwise requires.

Results of Operations
---------------------
For the  second  quarter  and first six  months of 2004,  the  Company  reported
revenues of $32,702,000 and $66,319,000,  respectively,  compared to $16,336,000
and $32,346,000 in the same periods of the prior year. Net income was $2,716,000
($0.41 per share) and  $6,247,000  ($0.95 per share) in the second  quarter  and
first six months of 2004, respectively, compared to $1,249,000 ($0.19 per share)
and $2,044,000 ($0.31 per share) for the same periods in 2003.

Second  quarter  revenues  from the  Company's  Kable  News  Company  subsidiary
("Kable") increased from $13,175,000 in 2003 to $25,200,000 in the current year,
and in the six month period,  revenues  increased from  $25,341,000 last year to
$51,193,000 this year. This substantial  revenue growth reflected the April 2003
acquisition by Kable of the subscription fulfillment business of Electronic Data
Systems  Corporation  ("EDS").  As a result of this  acquisition,  revenues from
Kable's Fulfillment  Services business increased from $9,272,000 and $18,056,000
in  the  second  quarter  and  six  month  periods  of  2003,  respectively,  to
$22,232,000 and $44,976,000 in the comparable  periods of the current year. This
revenue increase from  Fulfillment  Services was offset in part,  however,  by a
decline in revenues  from the  Newsstand  Distribution  Services  business  from
$3,903,000  and  $7,285,000  for  the  three  and six  month  periods  of  2003,
respectively,  to $2,968,000  and  $6,217,000 in the same periods of the current
year,  principally  due to a decline in magazine sales rates.  Direct  operating
costs before general and  administrative  expenses of the  Fulfillment  Services
business were approximately 85% and 87% of related revenues in the three and six
month  periods  of 2003,  respectively,  compared  to 86% and 84% for these same
periods in 2004. These same costs increased for the Newsstand  Services business
from 54% and 58% in the three and six month  periods of 2003,  respectively,  to
61% and 62% in the comparable 2004 periods reflecting the decline in revenues.

As a result of  customer  losses  that were  identified  and known  prior to the
acquisition of the EDS subscription fulfillment business and which have occurred
and will continue to occur  throughout  the remainder of 2004, it is anticipated
that the  revenues  and net  income  of the  acquired  subscription  fulfillment
business in the second half of 2004, and in particular the fourth quarter,  will


                                       7
<PAGE>

be reduced from historical  levels,  including  results of the first six months.
Accordingly,  results of Kable's Fulfillment Services business for the three and
six month periods ended  October 31, 2003 are not  necessarily  an indication of
what may occur in future periods.

Revenues from land sales at the Company's AMREP  Southwest  subsidiary also rose
significantly,  from  $2,091,000  and $4,584,000 in the second quarter and first
six  months  of  2003,  respectively,  to  $6,744,000  and  $13,138,000  in  the
corresponding  periods of the  current  year.  This was the result of  increased
sales activity of both improved and unimproved residential lots in the Company's
principal market of Rio Rancho,  New Mexico,  including a bulk sale in the first
quarter of the current fiscal year of 265 unimproved lots to another builder for
$1,900,000  where there was no  comparable  transaction  in the prior year.  The
gross profit on land sales was 56% in the second  quarter of 2003 and 50% in the
second  quarter of the current year, but increased for the six month period from
49% in 2003 to 54% in 2004 because of the higher  proportion of unimproved  lots
sold in the first  quarter of 2004,  including  the bulk sale  discussed  above,
which generally have higher gross profit margins than developed  lots.  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  an indication of what may
occur in future periods.

Real  estate  commissions  and  selling  expenses  increased  in both the second
quarter and first six months of the current  year  compared to the same  periods
last  year  due to  the  additional  land  sale  revenues,  but  decreased  as a
percentage  of related  revenues  from 9.1% and 7.0% for the second  quarter and
first six months of 2003, respectively,  to 4.1% and 3.6% for the second quarter
and first six months of 2004, respectively.  Such costs generally vary depending
upon the terms of specific sale transactions.  Real estate and corporate general
and administrative expenses increased in both the three and six month periods of
2004  versus the same  periods  of 2003,  principally  as a result of  increased
pension expense.  General and administrative  costs of magazine  operations also
increased during these periods due to the expansion of operations resulting from
Kable's acquisition of the EDS subscription  fulfillment business, but decreased
as a percentage of sales from 12.5% in the second quarter and 13.3% in the first
six months of 2003, respectively,  to 8.6% and 9.3% in the same periods of 2004.
Interest  expense  increased  in both the three and six  months  periods in 2004
compared  to 2003 as a result of  borrowings  incurred  in  connection  with the
acquisition as well as for additional working capital requirements.

Revenues  associated  with interest and other  operations  decreased in both the
three and six month  periods of the current  fiscal year as compared to the same
periods in 2003  because  certain  revenues  received  in the prior year did not
reoccur.  Such one-time  revenues included the receipt of interest in connection
with a federal tax refund  claim,  the sale of certain  real estate  development
impact fee  credits  in the first  quarter  of 2003 and the  settlement  with an
insurance  company related to a claim filed in prior years that was finalized in
the second  quarter of 2003.  Costs of these  other  operations  were  generally
comparable in both the three and six month periods of each year.


                                       8
<PAGE>


Liquidity and Capital Resources
-------------------------------

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

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

The  Company's  subsidiaries  have  line of  credit  arrangements  with  several
financial  institutions which are  collateralized by various assets.  Based upon
collateral  availability,  the Company's subsidiaries had an aggregate borrowing
availability  of $31.1  million at October 31, 2003 against  which $16.1 million
had been borrowed.

Kable has an agreement  with a bank which allows the company to borrow up to $30
million based upon a prescribed  percentage of eligible accounts receivable,  as
defined. At October 31, 2003, Kable had borrowing availability of $20.9 million,
against which $14.7 million was outstanding.

The Company's real estate  subsidiary,  AMREP  Southwest  Inc., also has several
loans to support its operations in New Mexico. These loans are collateralized by
certain real estate assets and are subject to available  collateral  and various
financial  performance  and other  covenants.  At October 31, 2003,  the maximum
available  under these real estate  lines-of-credit  totaled $10.2  million,  of
which borrowings of $1.4 million were outstanding.

On July 9, 2003, the Company's Board of Directors declared a special dividend of
$0.25 per share payable on August 13, 2003 to shareholders of record on July 24,
2003.  While this dividend was a one time event, the Board indicated that it may
consider  special  dividends  from  time-to-time  in  the  future  in  light  of
conditions  then  existing,   including  earnings,   financial  condition,  cash
position, and capital requirements and other needs.

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

Inventories  amounted  to $63.1  million  at April 30,  2003  compared  to $60.5
million at October 31, 2003.  Receivables from magazine  circulation  operations
increased  from $36.5  million at April 30, 2003 to $47.6 million at October 31,
2003  as a  result  of  the  expansion  of  operations  resulting  from  Kable's
acquisition of the EDS subscription fulfillment business.

Application of Critical Accounting Policies
-------------------------------------------

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and disclosures of contingent  assets and liabilities at
the date of those financial  statements and the reported amounts of revenues and
expenses during the reporting period. The significant  estimates that affect the
financial statements of the Company include, but are not limited to: (i) revenue


                                       9
<PAGE>

recognition for the magazine  distribution  business/estimates of allowances for
magazine returns;  (ii) allowances for bad debts; (iii) land development budgets
and costs to complete;  (iv) cash flow and valuation  assumptions  in performing
asset impairment tests of long-lived assets;  (v) pension plan assumptions;  and
(vi) legal  contingencies.  Actual  results  could differ from those  estimates.
There has been no  significant  affect on the financial  condition or results of
operations as a result of changes in policies or estimates.

Statement of Forward-Looking Information
----------------------------------------

Certain information included herein and in other Company statements, reports and
filings  with the  Securities  and  Exchange  Commission,  including  statements
regarding  revenues and profitability of the subscription  fulfillment  business
acquired  from  EDS,  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 the fiscal year ended April 30,  2003 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.  The Registrant
disclaims any  intention or  obligation to update or revise any  forward-looking
statements, whether as a result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------  ----------------------------------------------------------

There have been no  material  changes to the  Company's  market risk for the six
month period ended October 31, 2003.  Refer to Item 7(A) of the Company's Annual
Report on Form 10-K for the fiscal  year  ended  April 30,  2003 for  additional
information  regarding  quantitative  and qualitative  disclosures  about market
risk.

Item 4.  Controls and Procedures
-------  -----------------------

(a)  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 certificates  accompany
this  quarterly  report,  have  evaluated  the  effectiveness  of the  Company's
disclosure  controls and procedures  (within the meaning of said Rule) as of the
end of the period covered by this report.  As a result of such  evaluation,  the
chief financial  officer and other  executive  officers have concluded that such
disclosure controls and procedures are effective,  in all material respects,  to
ensure that the information  required to be disclosed in the reports the Company
files  or  submits  under  the  Securities  Exchange  Act of 1934  is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules and forms. The Company believes that
a controls  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.

                                       10
<PAGE>

(b)  Changes in Internal Control over Financial Reporting

There have been no changes in the  Company's  internal  control  over  financial
reporting  during the Company' most recent fiscal  quarter that have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.


                           PART II. OTHER INFORMATION


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

     The 2003  Annual  Meeting of  Shareholders  of the  Registrant  was held on
September  19, 2003.  At the meeting,  Edward B. Cloues,  II and James Wall were
reelected directors of the Registrant by the following votes:

                                               For                     Withheld

        Edward B. Cloues, II                 6,242,800                   3,546
        James Wall                           6,211,361                  34,985

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

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

     31   Certifications  required  by Rule 13a - 14 (a)  under  the  Securities
          Exchange Act of 1934.

     32   Certification  required  by Rule  13a - 14 (b)  under  the  Securities
          Exchange Act of 1934.

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

     Current  Report on Form 8-K dated  September  15, 2003 and furnished to the
Securities and Exchange Commission on September 17, 2003 reporting first quarter
2004 financial results.

















                                       11
<PAGE>



                                    SIGNATURE
                                    ---------

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




                                            AMREP CORPORATION
                                              (Registrant)






Dated:         December 11, 2003            By:      /s/ Peter M. Pizza
                                                     ------------------

                                                      Peter M. Pizza
                                                      Vice President and
                                                      Chief Financial Officer
                                                      (Principal Financial and
                                                      Accounting Officer)




                                       12
<PAGE>




                       AMREP CORPORATION AND SUBSIDIARIES



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



         Exhibit No.                        Description
         -----------      ------------------------------------------------------
               31   Certifications  required  by  Rule  13a - 14 (a)  under  the
                    Securities  Exchange Act of 1934.

               32   Certification  required  by  Rule  13a - 14  (b)  under  the
                    Securities Exchange Act of 1934.




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