SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

For the quarterly period ended     January 31, 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)

Registrants telephone number, including area code       (212) 705-4700         
                                                 ---------------------------- 
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required to file such reports),  and (2) has subject to such filing requirements
for the past 90 days.
                                                Yes      X       No            
                                                       -----       -----
Number of Shares of Common Stock, par value $.10 per share, outstanding at March
15, 1999 - 7,368,650.
<PAGE>

                       FORM 10-Q
            AMREP CORPORATION AND SUBSIDIARIES

                        INDEX
                        -----



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

         Balance Sheets
            January 31, 1999 (Unaudited) and
            April 30, 1998 (Audited)                                      1

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

         Statements of Operations and Retained Earnings (Unaudited)
            Nine Months Ended January 31, 1999 and 1998                   3

         Statements of Cash Flows (Unaudited)
            Nine Months Ended January 31, 1999 and 1998                   4

         Notes to Consolidated Financial Statements                       5

Management's Discussion and Analysis                                     6 -9



PART II
-------
Other Information                                                         9

Signatures                                                               10

Exhibit Index                                                            11

<PAGE>

                                      
                  FORM 10-Q 
       AMREP CORPORATION AND SUBSIDIARIES
         Consolidated Balance Sheets
      January 31, 1999 and April 30, 1998
(Dollar amounts in thousands, except par value)

                                           January 31, 1999      April 30, 1998
                                          ------------------     ---------------
                                             (Unaudited)            (Audited)
ASSETS
------
Cash and cash equivalents                 $      11,617       $      20,517
Receivables, net:
    Real estate operations                       10,424              11,107
    Magazine circulation operations              57,747              57,408
Real estate inventory                           103,043              99,904
Other real estate investments                     2,774               2,251
Property, plant and equipment, at cost,
    net of accumulated depreciation
    and amortization of $14,491 at January       18,626              17,658
    31, 1999, and $13,260 at April 30, 1998
Other assets                                     18,697              14,719
Excess of cost of subsidiary over net assets
    acquired net of accumulated
    amortization of $149 at January 31, 1999      6,123               6,204
    and $68 at April 30, 1998               -----------        ------------
                                           $    229,051       $     229,768    
                                           ============        ============   


LIABILITIES AND SHAREHOLDERS'EQUITY
-----------------------------------
Accounts payable, deposits and accrued
 expenses                                 $      32,980       $      40,352
Notes payable:
    Amounts due within one year                  34,461              28,511
    Amounts subsequently due                     57,492              55,737
Taxes payable:
    Amounts due within one year                     790               4,616
    Amounts subsequently due                     13,023              13,923
Deferred income taxes                             2,349               2,589
                                              ---------           ---------
                                                141,095             145,728
                                              =========           =========
                                                       
Shareholders'equity:                 
    Common stock, $.10 par value;
       shares authorized -- 20,000,000; shares
       issued and outstanding
       --7,398,677 at January 31, 1999,
       and April 30, 1998                           740                 740
Capital contributed in excess of par value       44,928              44,928
Retained earnings                                42,468              38,552
Treasury stock, at cost;  30,027 shares            (180)               (180)
                                              ----------           ---------
                                                 87,956              84,040
                                              =========           =========
                                           
                                           $    229,051       $     229,768
                                              =========           =========
               

                 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 January 31, 1999 and 1998
          (Amounts in thousands, except per share amounts)

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


Real estate operations:
  Home and condominium sales               $    20,164           $     19,964
  Land sales                                     5,556                  6,946
                                             ---------              ---------
                                                25,720                 26,910

Magazine circulation operations                 14,610                 14,516
Interest and other operations                    1,457                 5, 423
                                             ---------             ----------
                                                41,787                 46,849
                                             ---------             ----------


COSTS AND EXPENSES
------------------                                                             
Real estate cost of sales:
    Home and condominium sales                  17,070                 17,700
    Land sales                                   4,017                  3,625
Operating expenses:
    Magazine circulation operations             13,445                 11,049
    Real estate commissions and selling          1,752                  1,771
    Other operations                               881                    884
General and administrative:
    Real estate operations and corporate         2,119                  2,140
    Magazine circulation operations              1,705                  1,680
Interest, net                                    1,144                  1,096
                                            ----------               --------
                                                42,133                 39,945
                                            ----------               --------
INCOME (LOSS) BEFORE INCOME TAXES                 (346)                 6,904

PROVISION (BENEFIT) FOR INCOME TAXES            (1,039)                 2,762
                                            ----------
NET INCOME                                         693                  4,142

RETAINED EARNINGS, beginning of period          41,775                 33,390
                                            ----------               --------
RETAINED EARNINGS, end of period          $     42,468            $    37,532
                                            ==========              =========
EARNINGS PER SHARE - BASIC AND DILUTED    $       0.09            $      0.56
                                            ==========              =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                               7,369                  7,369
                                            ==========              =========
                    

                 See notes to consolidated financial statements.
                                        2

<PAGE>




                             FORM 10-Q
                AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
             Nine Months Ended January 31, 1999 and 1998
          (Amounts in thousands, except per share amounts)

                                              1999                     1998
REVENUES                                    --------                 --------
--------                                                
Real estate operations:
    Home and condominium sales           $      58,388          $      58,332
    Land sales                                  17,304                 18,375
                                          ------------              ---------
                                                75,692                 76,707

Magazine circulation operations                 43,790                 42,710
Interest and other operations                    4,458                  8,767
                                          ------------              ---------
                                               123,940                128,184
                                          ------------              ---------


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

Real estate cost of sales:
    Home and condominium sales                  50,320                 51,286
    Land sales                                  10,045                  8,452
Operating expenses:
    Magazine circulation operations             35,902                 32,945
    Real estate commissions and selling          5,319                  5,370
    Other operations                             2,417                  3,979
General and administrative:
    Real estate operations and corporate         6,406                  5,895
    Magazine circulation operations              4,972                  4,871
Interest, net                                    3,533                  3,409
                                             ---------               --------
                                               118,914                116,207
                                             ---------               --------

INCOME BEFORE INCOME TAXES                       5,026                 11,977

PROVISION FOR INCOME TAXES                       1,110                  4,791
                                              --------              ---------
NET INCOME                                       3,916                  7,186

RETAINED EARNINGS, beginning of period          38,552                 30,346
                                              --------              ---------
RETAINED EARNINGS, end of period           $    42,468           $     37,532
                                              ========              =========
EARNINGS PER SHARE - BASIC AND DILUTED     $      0.53           $       0.98
                                              ========              =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                               7,369                  7,369
                                              ========              =========

               
                 See notes to consolidated financial statements.
                                        3
<PAGE>



                    FORM 10-Q
       AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
  Nine Months Ended January 31, 1999 and 1998
             (Amounts in thousands)

                                             1999                     1998
                                           ---------                 --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                $    3,916               $    7,186
                                           ---------                 --------
Adjustments to reconcile net income
 to net cash used by operating activities -
   Depreciation and amortization               2,717                    2,505
   Changes in assets and liabilities,
      net of effects from purchase
      of assets of business:
     Receivables, net                            344                  (15,987)
     Real estate inventory                    (3,139)                  (5,779)
     Other real estate investments              (523)                   3,368
     Other assets                             (5,167)                  (1,347)
     Accounts payable, deposits and
     accrued expenses                         (7,372)                   4,061

         Taxes payable                        (4,966)                   1,032
                                          -----------               ---------
              Total adjustments              (18,106)                 (12,147)
              Net cash used by operating  -----------               ---------
               activities                    (14,190)                  (4,961)
                                          -----------               ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                    (2,415)                  (1,783)
        Purchase of assets of business, net
        of cash acquired                            -                  (2,202)
      Book value of fixed assets sold               -                   1,305
        Net cash used by investing
        activities                            (2,415)                  (2,680)
                                          ----------                ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from debt financing            65,479                   30,242
      Principal debt payments                (57,774)                 (34,048)
        Net cash provided (used)          ----------                ---------
        by financing 
        activities                            7,705                   (3,806)
                                          ----------                ---------
DECREASE IN CASH AND CASH EQUIVALENTS         (8,900)                 (11,447)

CASH AND CASH EQUIVALENTS, beginning of
 period                                       20,517                   16,178
                                          ----------                ---------
CASH AND CASH EQUIVALENTS, end of 
 period                                $      11,617            $       4,731
                                          ==========                =========
 

SUPPLEMENTAL CASH FLOW INFORMATION:

   Interest paid - net of amounts 
    capitalized                        $       3,491            $       3,016
                                         ===========               ==========
   Income taxes paid                   $       6,147            $       3,759
                                         ===========              ===========
                   

                      See notes to consolidated financial statements
                                            4

<PAGE>


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




Note 1:   The  consolidated  financial  statements  included herein have
-------   been prepared by the Company, without audit, pursuant to the rules and
          regulations   of  the   Securities   and  Exchange   Commission.   The
          consolidated  financial  statements reflect all adjustments which are,
          in the opinion of management, necessary to reflect a fair presentation
          of the results for the interim periods presented.  Certain information
          and footnote  disclosures  normally  included in financial  statements
          prepared in accordance with generally accepted  accounting  principles
          have been condensed or omitted pursuant to such rules and regulations,
          although the Company  believes  that the  disclosures  are adequate to
          make the information  presented not  misleading.  It is suggested that
          these  consolidated  financial  statements be read in conjunction with
          the consolidated  financial  statements and the notes thereto included
          in the Company's latest annual report on Form 10-K.

Note 2:   Certain amounts,  as previously reported in the April 30, 1998
-------   Balance  Sheet and January  31,  1998  Statements  of  Operations  and
          Statements  of  CashFlows,  have been  reclassified  to conform to the
          presentation used at January 31,1999.
                                         


                                        5

<PAGE>

                                                               
                FORM 10-Q
     AMREP CORPORATION AND SUBSIDIARIES
   Managements Discussion and Analysis of
Financial Condition and Results of Operations (Page 1 of 4)
             January 31, 1999

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

Total revenues  decreased $5.1 million (11%) and $4.2 million (3%) for the three
and nine month  periods ended  January 31, 1999,  respectively,  compared to the
similar periods in the prior year. Revenues from real estate operationsdecreased
$1.2 million (4%) during the three month period ended January 31, 1999, compared
to the prior year,  principally  as a result of a decrease in land sales  during
the period and which,  when  combined  with  revenues from the first half of the
year,  has  resulted in a $1.0 million  decrease  (1%) for the nine month period
ended January 31, 1999.  Revenues from home sales increased $200,000 (1%) in the
third quarter of fiscal 1999 compared to fiscal 1998,  and are comparable to the
prior  year for the nine  month  period  ended  January  31,  1999.  Total  unit
deliveries decreased from 165 to 155 in the third quarter and from 497 to 464 in
the nine month period due in part to the impact of enhanced  competition  in the
Rio Rancho housing  market.  The average  selling  prices of homes  increased to
$130,100 and $125,800 in the three and nine month  periods of the current  year,
respectively, compared to $121,000 and $117,400 in the comparable periods of the
prior year.  This increase in the average  selling price of homes is principally
due to a change in the product mix of homes closed in the Colorado division,  as
well as the effect of initial home deliveries from two higher-priced projects in
the  California  division  during the third  quarter of fiscal  1999.  The gross
profit  increased  to 15% and 14% for the three and nine  month  periods  of the
current year,  respectively,  compared to 11% and 12% for comparable  periods of
the prior  year  resulting  from a number of  factors,  including  certain  cost
reductions and a change in the mix of homes delivered. 

Revenues from land sales  decreased by $1.4 million (20%) in the third  quarter,
due to the absence of any commercial  and  industrial  land sales in the current
year  period,  and were $1.1  million  (6%) less than land sale  revenues in the
comparable  nine month period of the prior year.  The absence of any  commercial
and  industrial  land sales in the third  quarter of fiscal  1999 was  partially
offset by an  increase in the level of land sales to other  homebuilders,  which
increased  from $1.5  million to $5.6  million in the three month  period  ended
January  31,  1999,  and from $4.6  million  to $10.1  million in the nine month
period ended January 31, 1999. The gross profit percentage on land sales was 28%
in the third  quarter of fiscal 1999 compared to 48% in the third quarter of the
prior year,  and 42% for the nine month period of the current  year  compared to
54% in the comparable  period of the prior year. The gross profit  percentage on
land sales has  decreased in the three and nine month  periods ended January 31,
1999 compared to the prior year because of the relative  increase in the sale of
land to  other  builders,  which  have  been at  lower  gross  profits  than the
commercial  and industrial  sales have achieved.  Land sale revenues and related
gross  profits  can very 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.  As a result of these
factors,  gross  profit  from  combined  housing  and land  sales  decreased  by
approximately $950,000 and $1.6 million in the three and nine month periods this
year, respectively, as compared to the similar periods last year.

                                        6



<PAGE>


                    FORM 10-Q
       AMREP CORPORATION AND SUBSIDIARIES
      Managements Discussion and Analysis of
Financial Condition and Results of Operations (Page 2 of 4)
                 January 31, 1999


The increase in the level of land sales to other  homebuilders  discussed  above
reflects a decision by the Company to expand its land development  operations by
selling more of its land to homebuilders in the Company's New Mexico marketplace
because of dissatisfaction with the net returns from its New Mexico homebuilding
operations and in order to maximize its return on real estate assets. During the
quarter,  the Company announced the closing of 123 lots in one of the first of a
series of  builder  lot  sales to one  large  national  builder  in New  Mexico.
Although  there are  provisions  for early  termination  of the agreement by the
buyer,  if all sales do proceed as  contemplated  by this contract,  the Company
would sell over 1000 lots in this subdivision during the next two years.

Revenues from magazine circulation  operations increased  approximately $100,000
(.6%) and $1.1 million  (2.5%) in the three and nine month periods ended January
31, 1999,  respectively,  as compared to the similar  periods of the prior year.
Revenues from Fulfillment  Services  decreased  approximately  $500,000 (5%) and
$1.2 million (4%) in the three and nine month  periods this year,  respectively,
compared to similar periods in the prior year due primarily to a lower volume of
business in  sweepstakes  processing for one major  customer.  Revenues from the
Newsstand Distribution Services increased  approximately $600,000 (13%) and $2.2
million  (17%) in the three and nine  month  periods  this  year,  respectively,
compared to the prior year,  due to new business and a moderately  higher volume
of  magazine  sales.  A  major  realignment  of  industry  relationships  in the
distribution  of  magazines  started  in 1996  which  has  led to a  substantial
reduction  in the  number of  wholesalers,  which in some  cases  has  adversely
impacted  sales and profits and allowed  wholesalers  to delay payment to Kable.
During  the third  quarter of fiscal  1999,  Kable  increased  its  reserve  for
uncollectible  accounts by  approximately  $2.7  million  due to concerns  about
certain  newsstand  wholesaler   customers.   As  a  result  of  this,  magazine
circulation  operating  expenses  increased  $2.4 million (22%) and $3.0 million
(9%) in the three and nine month periods  ended January 31, 1999,  respectively,
compared to the prior year. As a result of these factors,  operating income from
magazine circulation operations decreased by approximately $2.3 million and $1.9
million  in the third  quarter  and nine  months  this  year,  respectively,  as
compared to similar periods last year.  Excluding the effects of the increase in
reserve for  uncollectible  accounts  Kable's  operating  earnings were modestly
higher for the three and nine month  periods. 

Revenues from  "Interest and other  operations"  decreased in both the three and
nine month periods  ended  January 31, 1999 compared to the prior year,  because
the prior year included a non-recurring  gain of  approximately  $4.2 million on
the sale of the Rio Rancho Golf and Country  Club and the  Companys  50% limited
partnership  interest in "The  Classic at West Palm Beach",  a  congregate  care
facility in Florida.

                                           7



<PAGE>


 

                        FORM 10-Q
            AMREP CORPORATION AND SUBSIDIARIES
           Managements Discussion and Analysis of
 Financial Condition and Results of Operations (Page 3 of 4)
                    January 31, 1999


Real estate  commissions and selling  expenses were generally  comparable to the
prior year amounts in both the three and nine month  periods  ended  January 31,
1999, and approximated 7% of related  revenues in both periods.  Real estate and
corporate general and administrative expenses were comparable in the three month
period ended January 31, 1999 compared to the prior year, and increased $500,000
(9%)  in the  nine  month  period  due in  part to the  costs  of the  Company's
California  operation,  which commenced operations in September 1997, as well as
from higher legal  expenses.  General and  administrative  costs of the magazine
circulation  operations  were generally  comparable to the prior year amounts in
both the three and nine month  periods  ended  January 31, 1999,  increasing  by
approximately  2% over the  comparable  periods of the prior year,  commensurate
with the related revenue increases.

Interest  expense  increased   moderately  in  both  real  estate  and  magazine
operations in both the third quarter and nine month period this year as compared
to similar  periods last year  primarily due to higher  average  borrowings  and
relatively lower interest  capitalization,  partially offset by reduced interest
rates. 

During the quarter ended January 31, 1999, the Company reached an agreement with
the Internal  Revenue Service (IRS) to resolve all outstanding  issues resulting
from the IRS's  examination  of tax years 1990 through  1992.  As a result,  the
Company  recorded an additional  benefit for income taxes of $900,000 during the
third quarter of fiscal 1999 due to the reversal of amounts previously accrued.

FINANCIAL CONDITION
-------------------
Receivables  from magazine  circulation  operations  have  increased  from $57.4
million at April 30,  1998 to $57.7  million at January  31,  1999;  the January
31,1999 balance is net of an increase in thereserve for  uncollectible  accounts
of approximately $2.7 million which wasrecorded in the quarter ended January 31,
1999 due to concerns about certainnewsstand  wholesaler customers.  In addition,
real estate inventory and notespayable  increased by approximately  $3.1 million
and $7.7 million,  respectively,at January 31, 1999, compared to April 30, 1998,
primarily  due to  landacquisitions,  increases in  construction  inventory  and
related financing at the northern California operations. Also, accounts payable,
deposits and accrued expenses decreased by approximately $7.4 million at January
31, 1999 compared to April 30, 1998. As a result, cash decreased by $8.9 million
at January 31, 1999 as compared to April 30, 1998

                                        8

<PAGE>

                     FORM 10-Q
        AMREP CORPORATION AND SUBSIDIARIES
       Managements Discussion and Analysis of
Financial Condition and Results of Operations (Page 4 of 4)
                 January 31, 1999


YEAR 2000
---------

The Company  utilizes a number of software  systems in conjunction with its real
estate and magazine circulation operations. The Company has and will continue to
make certain  investments in its software systems and applications to ensure the
Company  is  year  2000  compliant.  The  Company  is  also  in the  process  of
ascertaining the impact of year 2000 compliance in its relationship with vendors
and suppliers. The financial impact of becoming year 2000 compliant has not been
and is not expected to be material to the Companys financial position or results
of operations in a given year.
                         


                          PART II

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



          Item 6.    Exhibits and Reports on Form 8-K
         -------     --------------------------------
            (a)      Exhibits:

                     27       Financial Data Schedule.

            (b)      Reports on Form 8-K.
                     No reports on Form 8-K were filed by 
                     Registrant during the quarter ended January 31, 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:  March 15, 1999          By:   /s/Mohan Vachani
                                                   ----------------
                                                   Mohan Vachani
                                                   Senior Vice President,
                                                   Chief Financial Officer
 



             Dated:  March 15, 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