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               July 31, 2004
                               -------------------------------------------------


                                       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 July
31, 2004 - 6,611,112.

<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----



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

         Consolidated Balance Sheets (Unaudited)
           July 31, 2004 and April 30, 2004                                 1

         Consolidated Statements of Operations and
         Retained Earnings (Unaudited)
           Three Months Ended July 31, 2004 and 2003                        2

         Consolidated Statements of Cash Flows (Unaudited)
           Three Months Ended July 31, 2004 and 2003                        3

         Notes to Consolidated Financial Statements                         4

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       5 - 8

Item 3. Quantitative and Qualitative Disclosures About Market Risk          8

Item 4. Controls and Procedures                                           8 - 9

PART II.  OTHER INFORMATION

Item 6. Exhibits                                                            9

SIGNATURE                                                                   10

EXHIBIT INDEX                                                               11




<PAGE>


                          PART I. FINANCIAL INFORMATION
Item 1.  Financial Statement
-------  -------------------

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

                                            July 31,               April 30,
                                              2004                   2004
                                       ------------------     ------------------

ASSETS
------
Cash and cash equivalents               $    25,355             $   26,805

Receivables, net:
   Magazine operations                       48,498                 42,768
   Real estate operations                     6,998                  6,297
                                       ------------------     ------------------
                                             55,496                 49,065

Real estate inventory                        56,206                 58,221
Property, plant and equipment, at cost,
   net of accumulated depreciation and
   amortization of $22,039 at July 31, 2004
   and $21,009 at April 30, 2004             21,471                 21,299

Other assets                                 10,922                 10,584
Goodwill                                      5,191                  5,191
                                       ------------------     ------------------
   TOTAL ASSETS                          $  174,641              $ 171,165
                                       ==================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable and accrued expenses    $   41,266              $  41,931

Dividend payable                              2,645                      -

Notes payable:
   Amounts due within one year                9,998                  1,830
   Amounts subsequently due                   1,787                 10,813
                                       ------------------     ------------------
                                             11,785                 12,643

Taxes payable                                 2,007                  1,867
Deferred income taxes                         6,794                  5,996
Accrued pension cost                          3,206                  3,206
                                       ------------------     ------------------
   TOTAL LIABILITIES                         67,703                 65,643
                                       ------------------     ------------------

Shareholders' equity:
   Common stock, $.10 par value;
     shares authorized - 20,000,000;
     7,414,704 shares issued at July 31,
     2004 and 7,409,204 at April 30, 2004       741                    741
   Capital contributed in excess of
     par value                               45,168                 45,133
   Retained earnings                         71,196                 69,815
   Accumulated other comprehensive loss     ( 4,614)               ( 4,614)
   Treasury stock, at cost;
     803,592 shares at July 31, 2004
     and at April 30, 2004                  ( 5,553)               ( 5,553)
                                       ------------------     ------------------
   TOTAL SHAREHOLDERS' EQUITY               106,938                105,522
                                       ------------------     ------------------
   TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                $  174,641              $ 171,165
                                       ==================     ==================

                 See notes to consolidated financial statements.

                                       1
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                    Three Months Ended July 31, 2004 and 2003
                      (Thousands, except per share amounts)

                                              2004                     2003
                                     ------------------      -------------------
REVENUES
--------
Magazine operations                      $   23,650              $  25,993

Real estate operations                        9,682                  6,394

Interest and other operations                   901                  1,230
                                     ------------------      -------------------
                                             34,233                 33,617
                                     ------------------      -------------------

COSTS AND EXPENSES
------------------
Magazine operating expenses                  18,917                 20,734

Real estate cost of sales                     4,478                  2,613

Real estate commissions and selling             649                    202

Other operations                                735                    607

General and administrative:
   Magazine operations                        2,066                  2,584
   Real estate operations and corporate         854                    998

Interest expense, net                           144                    273
                                     ------------------      -------------------
                                             27,843                 28,011
                                     ------------------      -------------------
         Income before income taxes           6,390                  5,606

PROVISION FOR INCOME TAXES                    2,364                  2,075
                                     ------------------      -------------------
NET INCOME                                    4,026                  3,531
RETAINED EARNINGS, beginning of period       69,815                 59,786
DIVIDEND PAYABLE ($0.40 per share)          ( 2,645)               ( 1,648)
                                     ------------------      -------------------
RETAINED EARNINGS, end of period         $   71,196              $  61,669
                                     ==================      ===================

NET INCOME PER SHARE - BASIC AND DILUTED $     0.61              $    0.54
                                     ==================      ===================


WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                            6,606                  6,589
                                     ==================      ===================

                 See notes to consolidated financial statements.

                                       2
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                    Three Months Ended July 31, 2004 and 2003
                                   (Thousands)

                                              2004                    2003
                                      -----------------       ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                            $    4,026              $   3,531
                                      -----------------       ------------------
   Adjustments to reconcile net income
   to net cash provided (used)
   by operating activities -
    Depreciation and amortization             1,221                  1,276
    Non-cash credits and charges:
      Pension expense accrual                    54                    208
      Bad debt reserve                      (    92)                    39
    Changes in assets and liabilities -
      Receivables                           ( 6,339)               (11,837)
      Real estate inventory                   2,015                    642
      Other assets                          (   529)               (   141)
      Accounts payable and
        accrued expenses                    (   719)                 2,187
      Taxes payable                             140                  2,119
      Deferred income taxes                     798                      -
                                      -----------------       ------------------
        Total adjustments                   ( 3,451)               ( 5,507)
                                      -----------------       ------------------
        Net cash provided (used)
         by operating activities                575                ( 1,976)
                                      -----------------       ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                     ( 1,202)               ( 1,704)
                                      -----------------       ------------------
        Net cash used
          by investing activities           ( 1,202)               ( 1,704)
                                      -----------------       ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing                 181                 13,412
   Principal debt payments                  ( 1,039)               ( 8,506)
   Proceeds from exercise of stock options       35                     14
                                      -----------------       ------------------
        Net cash provided (used)
          by financing activities           (   823)                 4,920
                                      -----------------       ------------------
   Increase (decrease)
     in cash and cash equivalents           ( 1,450)                 1,240

CASH AND CASH EQUIVALENTS,
   beginning of period                       26,805                 16,443
                                      -----------------       ------------------

CASH AND CASH EQUIVALENTS,
   end of period                         $   25,355              $  17,683
                                      =================       ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid -
     net of amounts capitalized          $      118              $     138
                                      =================       ==================

   Income taxes paid (refunds) -
     net of refunds                      $    1,426              $ (    44)
                                      =================       ==================

                 See notes to consolidated financial statements.

                                       3
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                    Three Months Ended July 31, 2004 and 2003

(1)  Basis of Presentation
     ---------------------
The accompanying  unaudited  consolidated  financial  statements included herein
have been prepared by AMREP  Corporation  (the  "Registrant"  or the  "Company")
pursuant to the rules and regulations of the Securities and Exchange  Commission
for interim  financial  information,  and do not include all the information and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management,   the  accompanying   unaudited  financial  statements  include  all
adjustments, which are of a normal recurring nature, necessary to reflect a fair
presentation  of the results for the interim periods  presented.  The results of
operations  for such interim  periods are not  necessarily a good  indication of
what may occur in future periods.

The  unaudited  consolidated  financial  statements  herein  should  be  read in
conjunction  with the  Company's  annual  report on Form 10-K for the year ended
April 30,  2004 which was  previously  filed with the  Securities  and  Exchange
Commission.

(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 month  periods  ended July 31, 2004
and 2003.  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 the
business activity.

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

THREE MONTHS                             Land                                     Corporate
                                      Operations    Distribution    Fulfillment   and Other    Consolidated
                                      ----------    ------------    -----------   ---------    ------------
July 2004 (Thousands):
   Revenues                            $ 9,832       $ 3,181       $  20,469     $      751      $ 34,233
   Operating and SG&A expenses           5,697         2,642          18,341          1,019        27,699
   Management fee                          225            29             196        (   450)            -
   Interest expense, net                     -        (    4)            127             21           144
                                       ---------     ---------     ---------     ----------      ---------

   Pretax income contribution          $ 3,910       $   514       $   1,805     $      161      $  6,390
                                       =========     =========     =========     ==========      =========

   Identifiable assets                 $75,031       $32,883       $  40,430     $   21,106      $169,450

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

July 2003 (Thousands):
   Revenues                            $ 6,887       $ 3,249       $  22,744     $      737      $ 33,617
   Operating and SG&A expenses           3,447         2,858          20,460            973        27,738
   Management fee                          193            48             135         (  376)            -
   Interest expense, net                     -             5             213             55           273
                                       ---------     ---------     ---------     ----------     ----------

   Pretax income contribution          $ 3,247       $   338       $   1,936     $       85      $  5,606
                                       =========     =========     =========     ==========     ==========

   Identifiable assets                 $71,438       $41,388       $  34,925     $   19,425      $167,176

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

</TABLE>

                                       4
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
------- ------------------------------------------------------------------------
        of Operations
        -------------
INTRODUCTION
------------
The Company is primarily  engaged in three  business  segments:  the Real Estate
business  operated by AMREP  Southwest  Inc.  and the  Fulfillment  Services and
Newsstand  Distribution Services businesses operated by Kable News Company, Inc.
("Kable").  The Company operates  principally in North America,  and its foreign
sales and activities are not significant.

The following  provides  information that management  believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial  condition.  The discussion should be read in conjunction with the
consolidated financial statements and accompanying notes. All references in this
Item 2 to the  first  three  months  or first  quarter  of 2005 or 2004 mean the
fiscal quarters ended July 31, 2004 or 2003, as the case may be.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------
Management's  discussion  and  analysis of  financial  condition  and results of
operations  is based on the  accounting  policies used and disclosed in the 2004
consolidated  financial  statements and accompanying notes that were prepared in
accordance with accounting principles generally accepted in the United States of
America and included as part of the Company's annual report on Form 10-K for the
year ended  April 30,  2004 (the "2004 Form  10-K").  The  preparation  of those
financial  statements required management to make estimates and assumptions that
affected  the  reported  amounts of assets and  liabilities  and  disclosure  of
contingent  assets and liabilities at the dates of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates.

The  significant  accounting  policies of the Company are described in Note 1 to
the 2004 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
the 2004 Form 10-K.  Information concerning the implementation and the impact of
new accounting  standards  issued by the Financial  Accounting  Standards  Board
(FASB) is included in the notes to the 2004 consolidated  financial  statements.
The Company did not adopt an accounting policy in the first quarter of 2005 that
had a  material  impact on its  financial  condition,  liquidity  or  results of
operations.

RESULTS OF OPERATIONS
---------------------
Three Months ended July 31, 2004 Compared to Three Months ended July 31, 2003

For the first quarter of 2005,  net income was  $4,026,000,  or $0.61 per share,
compared to net income of $3,531,000,  or $0.54 per share, in the same period of


                                       5
<PAGE>

2004.  Revenues were  $34,233,000  in the current  year's first  quarter  versus
$33,617,000 in the same period last year.

Revenues from the Company's Kable News Company  subsidiary were  $23,650,000 for
the first quarter of the current fiscal year compared to $25,993,000 in the same
period last year.  Revenues  from Kable's  Fulfillment  Services  business  were
$20,469,000  in the first quarter of 2005 compared to  $22,744,000  in the first
quarter  of 2004,  while  revenues  from  the  Newsstand  Distribution  Services
business were $3,181,000  versus  $3,249,000 in the first quarter last year. The
decrease  in  Fulfillment  Services'  revenues  was  principally  the  result of
customer losses in fiscal 2004 at Kable's  Colorado  fulfillment  business which
had been  identified and known prior to Kable's  acquisition of that business in
April  2003.   Operating  expenses  for  Fulfillment   Services  decreased  from
$18,676,000 in 2004 to  $17,023,000 in 2005 due in part to the revenue  decrease
as well as a reduction in certain third party computer processing services,  and
were approximately 82% of revenues in the prior year's first quarter compared to
83% in the current  year  period.  Operating  costs for  Newsstand  Distribution
Services also decreased,  declining from $2,058,000 in the first three months of
2004 to  $1,894,000  in the same period of 2005,  principally  due to  decreased
selling expenses, and represented  approximately 63% and 60% of related revenues
in the first quarters of 2004 and 2005, respectively.

Revenues from land sales at the Company's AMREP Southwest  subsidiary  increased
from  $6,394,000 in the first quarter of 2004 to $9,682,000 in the first quarter
of 2005, principally as a result of the settlement of a condemnation  proceeding
involving a parcel of land in Florida.  An increase in residential  lot sales in
the Company's principal market of Rio Rancho, New Mexico was partially offset by
a decrease in commercial  property sales in that market. The first quarter gross
profit  percentage on land sales decreased from 59% in the first quarter of 2004
to 54% in the first quarter of 2005 due to the change in the mix of  residential
versus  commercial  lots  sold,  as the  sales in 2005  consisted  of a  greater
proportion of residential  lots which generally have a lower gross profit margin
than commercial lots. As previously reported, revenues and related gross profits
from land sales can vary significantly from period to period as a result of many
factors,  including  the nature and timing of specific  transactions,  and prior
results  are not  necessarily  a good  indication  of what may  occur in  future
periods.

Real estate  commissions and selling expenses increased to $649,000 in the first
quarter of 2005 from  $202,000 in the same period last year due to the increased
land  sales and the  legal  expenses  associated  with the  condemnation  of the
property in Florida referred to above. As a result,  such expenses  increased to
6.7% of related  revenues  in the first  quarter of 2005 versus 3.2% in the same
period last year. Such costs generally vary depending upon the terms of specific
sale transactions. Real estate and corporate general and administrative expenses
decreased  from  $998,000  in the first  quarter of 2004 to $854,000 in the same
period of 2005,  principally  due to  decreased  pension and  consulting  costs.
General  and  administrative   costs  of  magazine  operations   decreased  from
$2,584,000  in the first quarter of 2004 to $2,066,000 in the same period of the
current year, and also  decreased as a percentage of related  revenues from 9.9%
in 2004 to 8.7% in 2005,  principally due to decreased pension and other benefit
expenses.  Interest expense decreased from $273,000 in the first quarter of 2004
to $144,000 in the first quarter of 2005,  primarily as a result of reduced debt
levels in both the real estate and magazine operations in the current year.

                                       6
<PAGE>

Revenues associated with interest and other operations decreased from $1,230,000
in the  first  quarter  last  year to  $901,000  in the  same  period  of  2005,
principally  because the prior year  included a recovery of $323,000 of past due
interest on a delinquent  mortgage.  Costs of other  operations  increased  from
$607,000  in the first  quarter of 2004 to $735,000 in the same period this year
because of legal costs associated with  condemnation  proceedings  involving the
Company's  utility  subsidiary  in New  Mexico.  Pending  the  outcome  of those
proceedings, the Company will continue to own and operate that subsidiary.

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

Cash Flows From Financing Activities
------------------------------------
Kable has a line of credit with a bank which  allows the company to borrow up to
$30,000,000 based upon a prescribed  percentage of eligible accounts receivable,
as  defined.  At  July  31,  2004,  borrowing   availability  was  approximately
$28,474,000, against which $8,368,000 was outstanding. This line of credit bears
interest  at the bank's  prime rate  (4.25% at July 31,  2004) plus .5%,  and is
collateralized by substantially all of Kable's assets. This agreement matures on
May 1, 2005, and Kable has initiated discussions with the current lender as well
as with other potential lenders to obtain financing beyond this date. Kable also
has other borrowing  arrangements to finance  capital  expenditures  which allow
borrowings  totaling  approximately  $5,279,000,  against which  $3,331,000  was
outstanding at July 31, 2004 at a weighted average interest rate of 5.3%.

AMREP  Southwest  has loan  agreements  with two financial  institutions  with a
maximum  borrowing  capacity  of  $6,553,000  to support its  operations  in New
Mexico.  Loans under these  facilities bear interest at the prime rate (4.25% at
July 31, 2004) less .5%, are  collateralized  by certain real estate  assets and
are subject to available collateral and various financial  performance and other
covenants.  At July 31, 2004, the borrowing  availability under these agreements
was $4,766,000, and no amounts were outstanding.  These agreements expire during
fiscal 2005 and 2006.

On July 13, 2004, the Company's Board of Directors  declared a special  dividend
of $0.40 per share payable on August 18, 2004 to  shareholders of record on July
27, 2004. This dividend was paid on August 18, 2004. 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
------------------------------------
Real estate  inventory was  $56,206,000 at July 31, 2004 compared to $58,221,000
at April 30, 2004. This decline reflected the disposition through the settlement
of the condemnation  proceeding of a parcel of land in Florida  discussed above,
as well as the New  Mexico  cost of land  sales  being in excess of  capitalized


                                       7
<PAGE>

expenditures  incurred  during  the first  quarter  of 2005.  As a result of the
condemnation, the Company has no remaining land in Florida. As of July 31, 2004,
the Company owned two properties in Colorado with a book value of  approximately
$6,055,000,  and substantially all other inventory is located in Rio Rancho, New
Mexico.  Kable's  receivables  increased  from  $42,768,000 at April 30, 2004 to
$48,498,000  at July 31,  2004,  principally  as the  result  of the  timing  of
period-ending billings and collections.

Future Payments Under Contractual Obligations
---------------------------------------------
The Company is obligated to make future payments under various contracts such as
debt  agreements  and lease  agreements,  and it is  subject  to  certain  other
commitments  and  contingencies.  There have been no material  changes to Future
Payments Under Contractual Obligations as reflected in the Liquidity and Capital
Resources section of Management's  Discussion and Analysis in the Company's 2004
Annual  Report  on Form  10-K.  Refer to notes 7, 11 and 12 to the  consolidated
financial  statements  in the 2004  Form  10-K  for  additional  information  on
long-term debt and commitments and contingencies.

Statement of Forward-Looking Information
----------------------------------------
Certain information included herein and in other Company statements, reports and
filings with the Securities and Exchange  Commission is  forward-looking  within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. Refer to
Item 7 of the Company's 2004 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. The Company disclaims any intention
or obligation to update or revise any forward-looking  statements,  whether as a
result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------  ----------------------------------------------------------
The Company has several  credit  facilities or loans that require the Company to
pay  interest  at a rate  that may  change  periodically.  These  variable  rate
obligations  expose the Company to the risk of increased interest expense in the
event of increases in short-term interest rates. At July 31, 2004, approximately
$8,368,000 of the Company's  total debt of  $11,785,000  was subject to variable
interest  rates.  Refer  to Item  7(A)  of the  Company's  2004  Form  10-K  for
additional information regarding quantitative and qualitative  disclosures about
market risk.

Item 4.  Controls and Procedures
-------  -----------------------
Evaluation of Disclosure Controls and Procedures

An evaluation of the  effectiveness of the design and operation of the Company's
disclosure  controls and  procedures as of the end of the period covered by this
report was carried out by 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.  Based on that  evaluation,  the
chief  financial  officer and the other executive  officers  concluded that such


                                       8
<PAGE>

disclosure  controls  and  procedures  have been  designed  and are  functioning
effectively to provide reasonable  assurance that the information required to be
disclosed  in reports  filed under the  Securities  and  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. A controls system,
no matter how well designed and operated, cannot provide absolute assurance that
the objectives of the controls 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.  Subsequent  to the date of the most
recent  evaluation of internal  controls,  there were no significant  changes in
internal  controls,  including any corrective actions with regard to significant
deficiencies and material weaknesses.




                           PART II. OTHER INFORMATION

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

        Exhibits
        --------

     31.1 Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange  Act of 1934,  as  adopted  pursuant  to  Section  302 of the
          Sarbanes-Oxley Act of 2002.

     31.2 Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange  Act of 1934,  as  adopted  pursuant  to  Section  302 of the
          Sarbanes-Oxley Act of 2002.

     31.3 Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange  Act of 1934,  as  adopted  pursuant  to  Section  302 of the
          Sarbanes-Oxley Act of 2002.

     32   Certification  required pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.







                                       9
<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:    September 14, 2004           By:      /s/ Peter M. Pizza
                                                ------------------
                                                Peter M. Pizza
                                                Vice President and
                                                Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)



                                       10
<PAGE>




                       AMREP CORPORATION AND SUBSIDIARIES



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


Exhibit
  No.                       Description
-------        -----------------------------------------
31.1      Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange  Act of 1934,  as  adopted  pursuant  to  Section  302 of the
          Sarbanes-Oxley Act of 2002.

31.2      Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange  Act of 1934,  as  adopted  pursuant  to  Section  302 of the
          Sarbanes-Oxley Act of 2002.

31.3      Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange  Act of 1934,  as  adopted  pursuant  to  Section  302 of the
          Sarbanes-Oxley Act of 2002.

32        Certification  required pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




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