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, 1999
                              ______________________________________

                                      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
September 10, 1999 - 7,314,450.

<PAGE>

                                   FORM 10-Q
                      AMREP CORPORATION AND SUBSIDIARIES

                                     INDEX
                                     -----



PART I                                                             PAGE NO.
------                                                             --------
Consolidated Financial Statements:

      Balance Sheets
         July 31, 1999 (Unaudited) and
         April 30, 1999 (Audited)                                      1

      Statements of Operations and Retained Earnings (Unaudited)
         Three Months Ended July 31, 1999 and 1998                     2

      Statements of Cash Flows (Unaudited)
         Three Months Ended July 31, 1999 and 1998                     3

      Notes to Consolidated Financial Statements                       4

Management's Discussion and Analysis                                  5-8



PART II
-------

Other Information                                                      9

Signatures                                                            10

Exhibit Index                                                         11


<PAGE>




                                   FORM 10-Q
                      AMREP CORPORATION AND SUBSIDIARIES
                          Consolidated Balance Sheets
                       July 31, 1999 and April 30, 1999
              (Thousands, except par value and number of shares)

                                              July 31,     April 30,
                                                1999         1999
                                             -----------  -----------
                                             (Unaudited)   (Audited)
ASSETS
------

Cash and cash equivalents                    $   12,292   $   23,553
Receivables, net:
  Real estate operations                          9,287       10,846
  Magazine circulation operations                54,697       53,822
Real estate inventory                            75,189       89,723
Other real estate investments                     1,956        2,401
Property, plant and equipment, at cost,
  net of accumulated depreciation and
  amortization of $14,216 at July 31, 1999
  and $14,443 at April 30, 1999.                 18,010       18,360
Other assets                                     13,906       13,881
Excess of cost of subsidiary over net
  assets acquired                                 5,191        5,191
                                             ----------   ----------
                                             $  190,528   $  217,777
                                             ==========   ==========

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

Accounts payable, deposits and accrued       $   28,312   $   36,182
expenses
Notes payable:
  Amounts due within one year                    14,794       26,769
  Amounts subsequently due                       40,178       47,896
Taxes payable:
  Amounts due within one year                     1,355        2,513
  Amounts subsequently due                       11,825       11,825
Deferred income taxes                             1,339        1,015
                                             ----------   ----------
                                                 97,803      126,200
                                             ----------   ----------

Shareholders' equity:
  Common stock, $.10 par value;
    shares authorized -- 20,000,000 shares
    authorized -- 7,398,650 shares issued
    at July 31, 1999 and April 30, 1999             740          740
Capital contributed in excess of par value       44,930       44,928
Retained earnings                                47,402       46,089
Treasury stock, at cost; 55,827 shares at
  July 31, 1999 and 30,027 shares at April
  30, 1999                                         (347)        (180)
                                             ----------   ----------
                                                 92,725       91,577
                                             ----------   ----------
                                             $  190,528   $  217,777
                                             ==========   ==========

               See notes to consolidated financial statements.

                                      1
<PAGE>

                                  FORM 10-Q
                      AMREP CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Three Months Ended July 31, 1999 and 1998
                     (Thousands, except per share amounts)

                                         1999          1998
                                     ----------     ----------
REVENUES
--------

Real estate operations:
  Home and condominium sales         $    18,711    $   20,848
  Land sales                               8,226         9,673
                                     -----------    ----------
                                          26,937        30,521

Magazine circulation operations           13,000        14,250
Interest and other operations              2,098         1,452
                                     -----------    ----------
                                          42,035        46,223
                                     -----------    ----------

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

Real estate cost of sales:
  Home and condominium sales              16,493        18,147
  Land sales                               5,863         5,089
Operating expenses:
  Magazine circulation operations         10,466        10,903
  Real estate commissions and selling      1,590         1,776
  Other operations                         1,011           864
General and administrative:
  Real estate operations and corporate     1,942         1,831
  Magazine circulation operations          1,569         1,682
Interest, net                                913         1,128
                                     -----------    ----------
                                          39,847        41,420
                                     -----------    ----------
     Income before income taxes            2,188         4,803

PROVISION FOR INCOME TAXES                   875         1,921
                                     -----------    ----------
NET INCOME                                 1,313         2,882

RETAINED EARNINGS, beginning of
period                                    46,089        38,552
                                     -----------    ----------
RETAINED EARNINGS, end of period     $    47,402    $   41,434
                                     ===========    ==========
EARNINGS PER SHARE - BASIC AND
DILUTED                              $      0.18    $     0.39
                                     ===========    ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                         7,362         7,369
                                     ===========    ==========

               See notes to consolidated financial statements.

                                      2

<PAGE>


                                   FORM 10-Q
                      AMREP CORPORATION AND SUBSIDIARIES
               Consolidated Statements of Cash Flows (Unaudited)
                   Three Months Ended July 31, 1999 and 1998
                                  (Thousands)
                                                   1999        1998
                                                 --------    --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                       $  1,313    $  2,882
                                                 --------    --------
Adjustments to reconcile net income to net cash
  provided by operating activities -
    Depreciation and amortization                   1,158         775
    Changes in assets and liabilities -
      Receivables                                     684      (5,395)
      Real estate inventory                        14,534      (6,476)
      Other real estate projects                      445         731
      Other assets                                   (629)        570
      Accounts payable, deposits and accrued
        expenses                                   (7,870)     (1,932)
      Taxes payable                                (1,158)     (1,896)
      Deferred income taxes                           323         (80)
    Loss (gain) on disposition of fixed assets         17           -
    Expense recorded on issuance of treasury stock     92           -
                                                 --------    --------
        Total adjustments                           7,596     (13,703)
                                                 --------    --------
        Net cash provided (used) by operating
          activities                                8,909     (10,821)
                                                 --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                             (220)       (464)
                                                 --------    --------
        Net cash used by investing activities        (220)       (464)
                                                 --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt financing                    3,520      21,930
    Principal debt payments                       (23,213)    (15,973)
    Purchase of Treasury stock                       (257)          -
                                                 --------    --------
        Net cash  (used) provided by financing
          activities                              (19,950)      5,957
                                                 --------    --------

Increase (decrease) in cash and cash equivalents  (11,261)     (5,328)

CASH AND CASH EQUIVALENTS,
  beginning of period                              23,553      20,517
                                                 --------    --------

CASH AND CASH EQUIVALENTS,
  end of period                                  $ 12,292    $ 15,189
                                                 ========    ========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid - net of amounts capitalized     $  1,025    $  1,096
                                                 ========    ========
  Income taxes paid                              $  1,698    $  3,969
                                                 ========    ========


               See notes to consolidated financial statements.

                                      3
<PAGE>


                                FORM 10-Q
                    AMREP CORPORATION AND SUBSIDIARIES
         Notes to Consolidated Financial Statements (Unaudited)
                Three Months Ended July 31, 1999 and 1998

(1)   BASIS OF PRESENTATION
      ---------------------

The  accompanying  unaudited  financial  statements  included herein have
been  prepared by the Company  pursuant to the rules and  regulations  of
the   Securities   and   Exchange   Commission   for  interim   financial
information.   The  April  30,  1999  balance  sheet  amounts  have  been
derived  from the April 30,  1999  audited  financial  statements  of the
Registrant.  Since the  accompanying  consolidated  financial  statements
do not include all the  information  and footnotes  required by generally
accepted accounting principles for complete financial  statements,  it is
suggested   that  they  be  read  in   conjunction   with  the  financial
statements  and notes  thereto  included  in the  Registrant's  April 30,
1999  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.

Certain  amounts  in the  July  31,  1998  Statement  of  Operations  and
Retained  Earnings and Statement of Cash Flows have been  reclassified to
conform to the presentation used at July 31, 1999.

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

The  following  schedules  set  forth  summarized  data  relative  to the
industry  segments  in which the  Company  operates  for the three  month
periods ended July 31, 1999 and 1998.
<TABLE>
<S>                        <C>        <C>        <C>            <C>          <C>         <C>

                           Land       Home                                   Corporate
                           Sales      Building   Distribution   Fulfillment  and Other   Consolidated

July 1999 (Thousands):
  Revenues                 $  8,876   $ 19,473   $  4,655       $  8,345     $    686    $ 42,035
  Expenses (excluding
   interest)                  6,599     18,918      3,763          8,272        1,382      38,934
  Interest expense, net         129        196        419            152           17         913
                           --------   --------   --------       --------     --------    --------
  Pretax income (loss)
   contribution            $  2,148   $    359   $    473       $    (79)    $   (713)   $  2,188
                           ========   ========   ========       ========     ========    ========
  Identifiable assets      $ 57,865   $ 40,033   $ 54,633       $ 19,441     $ 18,556    $190,528

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

July 1998 (Thousands):
 Revenues                  $  9,858   $ 21,229   $  5,395       $  8,855     $    886    $ 46,223
 Expenses (excluding
  interest)                   5,712     20,879      3,966          8,619        1,116      40,292
 Interest expense, net          124        285        504            192           23       1,128
                           --------   --------   --------       --------     --------    --------
 Pretax income (loss)
   contribution            $  4,022   $     65   $    925       $     44     $   (253)   $  4,803
                           ========   ========   ========       ========     ========    ========
 Identifiable assets       $ 63,237   $ 70,897   $ 63,982       $ 20,754     $ 15,829    $234,699

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

                                      4

</TABLE>

<PAGE>




                                FORM 10-Q
                   AMREP CORPORATION AND SUBSIDIARIES
                 Management's Discussion and Analysis of
              Financial Condition and Results of Operations
                              July 31, 1999

Results of Operations
 ---------------------

Revenues
--------

Total  revenues for the quarter ended July 31, 1999  decreased $4.2 million (9%)
from the comparable period of the prior year,  reflecting  decreases in revenues
from both real estate and magazine  circulation  operations.

Revenues from real estate operations decreased $2.7 million (9%),  consisting of
decreases  from both land and  homebuilding  sales,  partly  offset by increased
revenues from other operations.  This decrease partially reflects decisions made
by the Company  during the prior fiscal year to wind-down a significant  portion
of its homebuilding  operations and to sell all of its land holdings in Colorado
and  California.  As  part  of  this  process,  the  Company  has  entered  into
option-like  contracts for the sale of homebuilding lots to several national and
local builders in Rio Rancho, New Mexico.

Revenues  and related  gross profit from land sales  decreased by  approximately
$1.4 million (15%) and $2.2 million (48%), respectively, in the first quarter of
fiscal  2000  compared  to the same period of fiscal  1999,  primarily  due to a
decrease  in  commercial  and  industrial   land  sales.   During  fiscal  1999,
approximately $7.2 million of land sale revenues were attributable to commercial
and  industrial  land sale activity,  while this source of revenue  decreased to
$1.5 million in fiscal 2000.  The revenue  decrease was  partially  offset by an
increase in revenues from homesite sales to other builders, which increased from
$2.5  million in fiscal 1999 to $6.8  million in the current  year.  The average
gross profit  percentage on land sales  decreased from 49% in fiscal 1999 to 30%
in fiscal  2000  because of the  relative  increase in the sale of land to other
builders,  which have been at lower gross profit percentages than the commercial
and industrial sales have historically achieved. As a result of this factor, the
gross  profit  from land sales  decreased  by a higher  amount  than the related
revenue  decreased.  Land sale  revenues and related gross profits can vary from
period to period as a result of the nature and timing of specific  transactions,
and thus prior  results are not an indication of amounts that may be expected to
occur in future periods.

Revenues and gross profit from housing  sales  decreased  $2.1 million (10%) and
$.5 million (18%),  primarily reflecting an decrease in total housing deliveries
from 163 to 127. This decrease  reflects the effects of the restructuring of the
Company's  real  estate  operations,  as  discussed  above,  and is  expected to
continue as most homebuilding activities are completed.

Revenues from  magazine  circulation  operations  decreased  approximately  $1.2
million  (9%) in the first  quarter of fiscal 2000  compared  to the  comparable
period of the prior year,


                                      5
<PAGE>


reflecting decreases from both principal segments of its business. Revenues from
Fulfillment Services decreased approximately $.5 million (6%) due primarily to a
declining  volume of business in  sweepstakes  processing for one large customer
which was offset by an increase in new  business.  Kable has been  informed that
this customer,  who represented  approximately 14% of the Fulfillment division's
revenues  in fiscal  1999,  has  changed  its  operational  strategies  and will
discontinue  its use of Kable's  services  during  fiscal  2000;  Kable does not
expect a  significant  impact on earnings as a result of this  change.  Revenues
from the Newsstand  Distribution  Services  decreased  approximately $.7 million
(14%) in this year's first quarter  compared to the prior year,  resulting  from
several  customer  losses.  Kable's  revenue  decrease was partly offset by cost
reductions, principally payroll-related, and, as a result, magazines circulation
operating  expenses  decreased $.4 million (4%) compared to the prior year. As a
result of these factors,  operating income from magazine circulation  operations
decreased by approximately $.8 million (24%) this year.

Revenues from "Interest and other operations" increased by $.6 million from 1999
to fiscal 2000 principally  because the current year includes the recognition of
management  fee and equity  income from the sale of a project in  California  in
which the Company was a joint venture participant.

Expenses
--------

Real estate  commissions and selling  expenses  decreased by  approximately  $.2
million (10%) resulting from the decrease in homebuilding revenues.  Real estate
and corporate general and  administrative  expenses  increased about $.1 million
(6%) in fiscal  2000 over  fiscal  1999.  General  and  administrative  costs of
magazine  circulation  operations  also decreased by  approximately  $.1 million
(7%),  resulting  from  certain cost  savings  related to the reduced  revenues.
Interest  expense  decreased  moderately  due to lower  borrowing  requirements.


During   the   fourth   quarter   of   fiscal   1999,   the   Company   incurred
restructuring-related charges of approximately $2.2 million, including severance
and  lease  termination  payments  and  the  write-off  of  goodwill  and  other
acquisition-related costs. The restructuring  plan included the costs associated
with the termination of approximately 130 employees with related severance costs
of  $800,000;  as of July 31,  1999,  104  employees  had been  terminated,  and
severance costs of $630,000 had been paid.

LIQUIDITY AND CAPITAL RESOURCES
--------------------------------

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

During the quarter ended July 31, 1999,  the Company  continued  its  previously
announced restructuring program intended to, among other things,  wind-down most
of its  homebuilding  operations  and sell its land  holdings  in  Colorado  and
California.  As a direct  result of this  initiative,  inventories  decreased by
approximately  $14.5 million,  to  approximately  $75.2 million at July 31, 1999
compared to $89.7 million at April 30, 1999 and $99.9 million at April 30,


                                      6
<PAGE>


1998.  The Company  utilized the cash provided by this inventory  reduction,  as
well as a portion of the April 30, 1999 cash  balance,  to reduce  total debt by
approximately $19.6 million during the quarter,  from $74.6 million at April 30,
1999 to $55.0 million at July 31, 1999,  and also reduced  accounts  payable and
accrued expenses by approximately $7.9 million,  from $36.2 million at April 30,
1999 to $28.3 million at July 31, 1999.

The  Company  anticipates  that  its  borrowing  requirements  will be  reduced,
commensurate  with the reduction in construction  activity,  as it continues the
restructuring process.

In connection with a previously  announced stock repurchase program, the Company
reacquired  40,800 shares of its stock to be held as treasury stock at a cost of
approximately  $257,000 during the quarter ended July 31, 1999. The Company also
issued 15,000 shares of treasury  stock during the quarter as  compensation  for
certain executive consulting services,  and charged the fair market value of the
stock of approximately $92,000 to general and administrative expense.

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

Year 2000 Readiness Disclosure
------------------------------

The Company has assessed  and is  continuing  to assess its  computer  software,
hardware and other computer-related equipment to determine whether they are Year
2000  compliant,  and,  if not,  what steps would be required to bring them into
compliance.  The Company began this process in 1996, by establishing  committees
consisting of information technology, operating and financial management at each
of the Company's three operating centers.  The committees were under the overall
direction of two senior  corporate  employees,  who have  reported the status of
compliance  to the Board of  Directors  on a  quarterly  basis.

The committees undertook a four phase program,  consisting of (1) Identification
and ranking of material Y2K sensitive equipment and software,  (2) Assessment of
the identified components, (3) Remediation and (4) Testing. As of July 31, 1999,
the Identification and Assessment phases were completed, and the Remediation and
Testing (which is undertaken as specific  remediation is completed)  phases were
approximately 95% complete.  With minor  exceptions,  the Company estimates that
these phases will be completed by October 31, 1999.

The  Company  believes  that  its  real  estate  segments   consisting  of  land
development  and  homebuilding  operations  are  not  heavily  dependent  on Y2K
compliance and that, should a reasonably likely "worst case" situation  develop,
the Company  would not likely  suffer a material loss or disruption in remedying
the  problem.  The  potential  risk  is  greater  for the  magazine  circulation
operation  segments,  however,  as the systems are substantial and complex.  The
Company should complete full testing by October 31, 1999, however,  and there is
expected to be sufficient time to correct any remaining  deficiencies.  There is
also


                                      7
<PAGE>


some "worst  case"  potential  should  major  magazine  clients  and  wholesaler
customers  fail to be Y2K  compliant.  The Company has contacted this segment in
order to  better  evaluate  risk,  and  responses  received  to date  have  been
positive.

The  Company has been  reviewing  whether its  significant  vendors,  suppliers,
financial institutions and other service providers ("third-party suppliers") are
Y2K  compliant.  The vast  majority  of  responses  to the  Company's  inquiries
indicate  that these  third-party  suppliers are compliant or expect to be so by
the end of the year,  however,  the Company  has no means of ensuring  that such
third-party  suppliers  will be Y2K  compliant.  Although  the Company  does not
anticipate  any material  interruptions  due to Y2K, it cannot be ruled out that
some unforeseen  second or third party disruption might occur. The Company plans
to respond to any  contingency  arising from second or third-party  suppliers by
seeking to  utilize  alternative  sources  for such  goods and  services,  where
practicable.  The Company is most at risk should  widespread  disruptions in the
regional or national  economic  or  infrastructure  occur;  the  likelihood  and
effects of any such disruptions are not determinable at this time.

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

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


                                     8

<PAGE>

                                     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 the
                     Registrant during the quarter ended July 31, 1999.

















                                      9
<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:    September 10, 1999        By: /s/ Mohan Vachani
                                              -------------------
                                              Mohan Vachani
                                              Senior Vice President,
                                              Chief Financial Officer



      Dated:    September 10, 1999        By: /s/ Peter M. Pizza
                                              --------------------
                                              Peter M. Pizza
                                              Vice President,
                                              Controller
















                                      10
<PAGE>



                                FORM 10-Q
                   AMREP CORPORATION AND SUBSIDIARIES

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






       27       Financial Data Schedule















                                      11