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, 2000
                                -----------------------------------------------

                                       OR

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

For the transition period from ____________________  to  _______________________

                          Commission File Number 1-4702


                                AMREP Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Oklahoma                                                    59-0936128
--------------------------------------------------------------------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)


641 Lexington Avenue, Sixth Floor, New York, New York                    10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code _______(212) 705-4700________

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required to file such reports),  and (2) has subject to such filing requirements
for the past 90 days.

                                                 Yes _____X______ No ___________

Number of Shares of Common Stock, par value $.10 per share, outstanding at March
14, 2000 - 7,240,350.

<PAGE>






                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES

                                    CONTENTS




PART I                                                                  PAGE NO.

Consolidated Financial Statements:

         Balance Sheets
            January 31, 2000 (Unaudited) and
            April 30, 1999 (Audited)                                       1

         Statements of Operations and Retained Earnings (Unaudited)
            Three Months Ended January 31, 2000 and 1999                   2

         Statements of Operations and Retained Earnings (Unaudited)
            Nine Months Ended January 31, 2000 and 1999                    3

         Statements of Cash Flows (Unaudited)
            Nine Months Ended January 31, 2000 and 1999                    4

         Notes to Consolidated Financial Statements (Unaudited)           5 - 6

Management's Discussion and Analysis                                      7 - 10



PART II

Other Information                                                           11

Signatures                                                                  12

Exhibit Index                                                               13

<PAGE>


                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                       January 31, 2000 and April 30, 1999
                 (Dollar amounts in thousands, except par value)

                                          January 31, 2000    April 30, 1999
                                         -----------------   -------------------
                                             (Unaudited)               (Audited)
ASSETS

Cash and cash equivalents            $            10,814       $        23,553
Receivables, net:
    Real estate operations                         8,578                10,846
    Magazine circulation operations               45,030                53,822
Real estate inventory                             68,768                89,723
Other real estate investments                        961                 2,401
Property, plant and equipment, at cost,
    net of accumulated depreciation and
    amortization of $15,185 at January 31,
    2000 and $14,443 at April 30, 1999            18,253                18,361
Other assets                                      11,992                13,881
Excess of cost of subsidiary over net
    assets acquired                                5,191                 5,191
                                         -----------------       ---------------


        Total Assets                $            169,587       $       217,777
                                         =================       ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable, deposits and
     accrued expenses               $             24,045       $        36,182
Notes payable:
    Amounts due within one year                    9,629                26,769
    Amounts subsequently due                      36,873                47,896
Taxes payable:
    Amounts due within one year                     (707)                2,513
    Amounts subsequently due                       5,999                11,825
Deferred income taxes                              2,126                 1,015
                                         -----------------       ---------------


         Total Liabilities                        77,965               126,200
                                         -----------------       ---------------

Shareholders' equity:
    Common stock, $.10 par value;
       shares authorized -- 20,000,000;
       shares issued
       7,398,677 at January 31, 2000
       and April 30, 1999                              740                 740
Capital contributed in excess of par value          44,930              44,928
Retained earnings                                   46,899              46,089
Treasury stock, at cost; 158,327 shares at
      January 31, 2000 and                            (947)               (180)
         30,027 shares at April 30, 1999
                                         -----------------       ---------------


        Total Shareholders' Equity                  91,622              91,577
                                         -----------------       ---------------

        Total Liabilities and Shareholders'
             Equity                  $             169,587       $     217,777
                                         =================       ===============
<PAGE>

                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                  Three Months Ended January 31, 2000 and 1999
                (Amounts in thousands, except per share amounts)
                                             2000                     1999
                                    --------------------     -------------------

REVENUES

Real estate operations:
    Land sales                       $           4,465        $          5,556
    Home and condominium sales                   1,866                  20,164
                                          --------------          --------------

                                                 6,331                  25,720

Magazine circulation operations                 13,451                  14,610
Interest and other operations                    1,372                   1,457
                                          --------------          --------------


                                                21,154                  41,787
                                          --------------          --------------


COSTS AND EXPENSES

Real estate cost of sales:
    Land sales                                   3,237                   4,017
    Home and condominium sales                   2,408                  17,070
Operating expenses:
    Magazine circulation operations             11,512                  13,445
    Real estate commissions and selling            348                   1,752
    Other operations                             1,732                   1,005
General and administrative:
    Real estate operations and corporate         1,438                   1,995
    Magazine circulation operations              1,700                   1,705
Interest, net                                      688                   1,144
                                          --------------          --------------


                                                23,063                  42,133
                                          --------------          --------------


INCOME  (LOSS) BEFORE INCOME TAXES              (1,909)                   (346)

BENEFIT FOR INCOME TAXES                          (764)                 (1,039)
                                          --------------          --------------


NET INCOME (LOSS)                               (1,145)                    693

RETAINED EARNINGS, beginning of period          48,044                  41,775
                                          --------------          --------------


RETAINED EARNINGS, end of period     $          46,899        $         42,468
                                          ==============          ==============


EARNINGS (LOSS) PER SHARE -
     Basic and Diluted              $            (0.16)       $           0.09
                                          ==============          ==============


Weighted average number of common
     shares outstanding                          7,240                   7,369
                                          ==============          ==============
<PAGE>


                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                   Nine Months Ended January 31, 2000 and 1999
                (Amounts in thousands, except per share amounts)
                                              2000                    1999
                                     --------------------     ------------------

REVENUES

Real estate operations:
    Land sales                        $          24,809        $        17,304
    Home and condominium sales                   28,467                 58,388
                                           --------------          -------------


                                                 53,276                 75,692

Magazine circulation operations                  40,314                 43,790
Interest and other operations                     3,912                  4,458
                                           --------------          -------------


                                                 97,502                123,940
                                           --------------          -------------


COSTS AND EXPENSES

Real estate cost of sales:
    Land sales                                   17,580                 10,045
    Home and condominium sales                   26,779                 50,320
Operating expenses:
    Magazine circulation operations              32,710                 35,902
    Real estate commissions and selling           3,167                  5,319
    Other operations                              3,714                  2,839
General and administrative:
    Real estate operations and corporate          4,954                  5,984
    Magazine circulation operations               4,917                  4,972
Interest, net                                     2,332                  3,533
                                           --------------          -------------


                                                 96,153                118,914
                                           --------------          -------------


INCOME BEFORE INCOME TAXES                        1,349                  5,026

PROVISION FOR INCOME TAXES                          539                  1,110
                                           --------------          -------------


NET INCOME                                          810                  3,916

RETAINED EARNINGS, beginning of period           46,089                 38,552
                                           --------------          -------------


RETAINED EARNINGS, end of period                 46,899        $        42,468
                                           ==============          =============


EARNINGS PER SHARE -Basic and Diluted  $          0.11        $          0.53
                                           ==============          =============


Weighted average number of common shares
      outstanding                                 7,300                  7,369
                                           ==============          =============
<PAGE>


                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Nine Months Ended January 31, 2000 and 1999
                             (Amounts in thousands)

                                                      2000               1999
                                             -----------------    --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                   $        810         $      3,916
                                                --------------       -----------

Adjustments  to  reconcile  net  income  to
     net cash  provided (used) by operating
     activities: -
      Depreciation and amortization                  3,233               2,717
      Non-cash credits and charges:
         Loss on disposition of fixed assets           194                   -
         Issuance of treasury stock as compensation     92                   -
         Inventory and joint venture valuation
            adjustments and write-offs               2,604                   -
         Pension benefit accrual                      (343)               (139)
      Changes in assets and liabilities:
         Receivables, net                           11,060                 344
         Real estate inventory                      19,373              (3,139)
         Other real estate investments               1,440                (523)
         Other assets                                 (339)             (5,028)
         Accounts payable, deposits
            and accrued expenses                   (12,137)             (7,372)
         Taxes payable                              (9,046)             (4,966)
             Deferred income taxes                   1,111                   -
                                                --------------       -----------
              Total adjustments                     17,242             (18,106)
                                                --------------       -----------

              Net cash provided (used)
                 by operating activities            18,052             (14,190)
                                                --------------       -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                         (1,771)              (2,415)
                                                --------------       -----------

              Net cash used by investing
                 activities                        (1,771)              (2,415)
                                                --------------       -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from debt financing                 17,043               65,479
      Principal debt payments                     (45,206)             (57,774)
        Purchase of treasury stock                   (857)                   -
                                                --------------       -----------

              Net cash provided (used) by
                 financing activities             (29,020)               7,705
                                                --------------       -----------

DECREASE IN CASH AND CASH EQUIVALENTS             (12,739)              (8,900)

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


CASH AND CASH EQUIVALENTS, end of period           10,814         $     11,617
                                                ==============       ===========


SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid - net of amounts capitalized      2,431         $      3,491
    Income taxes paid                        $      8,364         $      6,147
                                                ==============       ===========
<PAGE>



                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Nine Months Ended January 31, 2000 and 1999

(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  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  Statement  of  Operations  and  Retained  Earnings  and
Statement of Cash Flows for the three and nine month  periods  ended January 31,
1999 have been  reclassified to conform to the presentation  used at January 31,
2000.

(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 and nine month  periods
ended January 31, 2000 and 1999.
<TABLE>
<S>                                 <C>          <C>         <C>           <C>          <C>          <C>

                                    Land         Home                                   Corporate
                                    Sales        Building(a) Distribution  Fulfillment  and Other    Consolidated

THREE MONTHS:
January 2000 (Thousands):
   Revenues                         $  4,350      $  2,586   $ 3,898       $ 9,553      $   767      $ 21,154

   Expenses (excluding interest)       4,026         3,689     4,214         8,998        1,448        22,375
   Interest expense, net                 167             7       367           131           16           688
                                     -------       -------   -------       -------     -------      --------


   Pretax income (loss)
     contribution                  $     157      $ (1,110)  $  (683)      $   424      $  (697)     $ (1,909)
                                   =========      =========  =======       =======      ========     =========


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

January 1999 (Thousands):
   Revenues                        $   5,946      $ 20,702   $ 5,013       $ 9,597      $   529      $ 41,787
   Expenses (excluding interest)       4,933        19,915     5,950         9,100        1,091        40,989
   Interest expense, net                 136           318       484           179           27         1,144
                                   ---------      --------   -------       -------      -------      --------
   Pretax income (loss)
     contribution                  $     877      $    469   $ 1,421       $   318      $  (589)     $   (346)
                                   =========      ========   =======       =======      ========     =========

--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>








<TABLE>

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

                                    Land         Home                                   Corporate
                                    Sales        Building(a) Distribution  Fulfillment  and Other    Consolidated

THREE MONTHS:
January 2000 (Thousands):
   Revenues                         $ 26,096      $ 29,086   $ 12,677       $27,637      $ 2,006      $ 97,502
   Expenses (excluding interest)      20,748        31,822     11,592        26,035        3,624        93,821
   Interest expense, net                 452           225      1,178           426           51         2,332
                                    --------      --------   --------      --------     --------      --------

   Pretax income (loss)
     contribution                  $   4,896      $ (2,961)  $    (93)      $ 1,176      $(1,669)     $  1,349
                                   =========      =========  =======        =======      ========     ========

   Identifiable assets             $  62,533        27,168     48,356        18,958       12,572       169,587

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

January 1999 (Thousands):
   Revenues                        $  18,139      $ 59,927   $ 15,651       $28,139      $ 2,084      $123,940
   Expenses (excluding interest)      12,547        58,494     13,733        27,041        3,566       115,381
   Interest expense, net                 420           953      1,518           574           68         3,533
                                   ---------      --------   --------       -------      -------      --------
   Pretax income (loss)
     contribution                  $   5,172      $    480   $    400       $   524      $(1,550)     $  5,026
                                   =========      ========   ========       =======      ========      ========
   Identifiable assets             $  70,381      $ 66,746   $ 56,581       $20,641      $16,202      $230,551

--------------------------------------------------------------------------------------------------------------
</TABLE>



(a) Includes the effect of valuation adjustments and other write-offs on certain
inventories  and equity  investments  in joint  ventures of  approximately  $1.6
million  and $3.5  million  recorded in the three and nine month  periods  ended
January 31, 2000, respectively.  Based upon the nature of the components of this
adjustment,  the Company  charged $.5 million and $1.2 million of the adjustment
for each period to housing cost of sales, $1.1 million and $2.0 million for each
period to interest and other operations,  and the balance to selling and general
and administrative expenses.

<PAGE>



                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                January 31, 2000

RESULTS OF OPERATIONS


Revenues  from real  estate  operations  decreased  from  $25.7  million to $6.3
million for the three month period ended January 31, 2000 and from $75.7 million
to $53.3  million for the nine month period ended  January 31, 2000  compared to
the  comparable  periods in of the prior year.  This revenue  reduction  largely
reflects  the  decision  made by the  Company  during the prior  fiscal year and
implemented  throughout the course of fiscal 2000 to wind-down its  homebuilding
operations  and to sell all of its remaining  land holdings  outside New Mexico.
The Company is  presently  focusing on its land  development  activities  in New
Mexico.  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 and Colorado.

Revenues  from land sales  decreased  from $5.6 million in the third  quarter of
fiscal 1999 to  approximately  $4.5 million in the current year's third quarter.
This revenue  decrease was  primarily due to a lower level of land sale activity
in the current year. For the nine month period ended January 31, 2000, land sale
revenues increased to approximately  $24.8 million compared to $17.3 million for
the  comparable  period of the prior  fiscal  year.  The  revenue  increase  was
primarily  due to the  bulk  sale  of  approximately  500  homebuilding  lots in
Colorado  as well as a higher  level of  commercial  land sale  activity  in Rio
Rancho during the first six months of the current  fiscal year. The gross profit
percentage  on land  sales was 28% for both the  third  quarter  and nine  month
period of the current year, compared to 29% in the third quarter and 42% for the
nine month  period of the prior  year.  The gross  profit  percentages  attained
during the  current  fiscal  year were lower than those in the prior year due to
the increased proportion of bulk sales of homebuilding lots, which traditionally
have resulted in lower profit  percentages than sales of commercial real estate.
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
from sales of land.

Revenues  from home sales  decreased  from $20.2 million in the third quarter of
fiscal 1999 to $1.9 million in the current year,  and from $58.4 million for the
nine month period  ended  January 31, 1999 to $28.5  million for the  comparable
period of the current year. As described  above,  this revenue  decrease was the
result of the decision to wind-down homebuilding operations, as reflected in the
decrease of home  deliveries from 155 to 11 in the third quarter and from 464 to
186 in the nine month period. In addition,  the gross profit percentage realized
on housing  operations  (before certain reserves discussed below) decreased from
15% and 14% for the three and nine month  periods of fiscal 1999,  respectively,
to a break-even  amount and 10% for the comparable  periods of the current year.
These  decreases all reflect the effects of the  restructuring  of the Company's
real estate operations, as discussed above.

During the quarter ended  January 31, 2000,  the real estate  division  recorded
charges of approximately $1.6 million for valuation  adjustments and reserves on
certain inventories and equity investments in joint ventures.  These adjustments
were in addition to approximately $1.8 million recorded in the second quarter of
the current fiscal year, and in both periods were the result of several factors,
including the decision to curtail remaining  homebuilding on certain projects in
Oregon due to market conditions, the decisions of certain joint venture partners
to adjust project  selling  prices to reflect  current  market  conditions,  the
accrual of additional  warranty and other site  development  costs  necessary to
comply with municipal  requirements  in Colorado,  and additional  write-offs on
discontinued  projects  in  California.  At  January  31,  2000,  the  Company's
remaining  investment  in land and joint  ventures  outside  of New  Mexico  was
approximately $22 million,  and, as discussed above, the Company or its partners
are in the process of winding-down or selling these assets. The ultimate ability
to recover these assets is dependent upon a number of factors,  including market
conditions in each of these regions, and cannot be assured.
<PAGE>

Revenues from  magazine  circulation  operations  decreased  approximately  $1.2
million  (8%) and $3.5  million  (8%) in the three and nine months  period ended
January 31, 2000,  respectively,  as compared to the similar  periods last year.
The  majority  of  the  revenue  decrease  was  attributable  to  the  Newsstand
Distribution  operation,  where revenues  decreased  approximately  $1.1 million
(22%) and $3.0  million  (19%) in the three and nine  month  periods  this year,
respectively,  compared  to similar  periods in the prior  year.  These  revenue
declines were the result of a decrease in gross magazine  billings,  principally
resulting  from the loss of two  publisher  clients  as well as a decline in the
sales  efficiency of newsstand  magazines.  Fulfillment  Services  revenues were
comparable  from  year to  year  for  the  three  month  period,  and  decreased
approximately  $.5  million  (2%)  for the nine  month  period  as a  result  of
decreasing revenues from one large customer,  who, as previously announced,  has
changed its operational  strategies and will discontinue the Company's  services
during fiscal 2000; the Company does not expect a significant impact on earnings
as a result of this change.  The revenue decrease was partly offset by operating
cost reductions, principally payroll-related,  as magazine circulation operating
expenses  (exclusive  of  reserves  for  uncollectible  accounts)  decreased  by
$200,000 (2%) and $1.4 million (4%) for the three and nine month periods. During
the third  quarter  of fiscal  2000,  the  Company  increased  its  reserve  for
uncollectible  accounts by approximately  $800,000 in recognition of a Newsstand
Division  wholesaler  customer which ceased  operations;  this brought the total
additional reserve for the nine month period to $1.2 million. By comparison, the
reserve  amounts had been  increased  by $2.6  million and $3.0  million for the
three and nine month periods of last year.

Operating income from magazine circulation operations increased by approximately
$800,000  and  decreased by $300,000 in the three and nine month  periods  ended
January 31, 2000, respectively,  as compared to the similar periods of the prior
year. Excluding the effects of the change in reserve for uncollectible accounts,
however,  such  operating  income would have  decreased by $1.0 million and $2.1
million  for the three and nine month  periods of the  current  year,  primarily
because of lower revenues.

Real estate  commissions and selling expenses  decreased from the prior year for
both the three and nine month periods  primarily as a result of the wind-down of
homebuilding  operations.  This was also the  reason  for the  decrease  in real
estate  and  corporate  general  and   administrative   expenses.   General  and
administrative costs of the magazine  circulation  operations were comparable to
the prior year amounts in both periods.

"Other operations"  expense increased from the prior year for both the three and
nine  month  periods  as a result  of the  loss  resulting  from  the  Company's
write-offs and reserves associated with its investments in certain joint venture
arrangements  which  occurred in the second and third  quarters of fiscal  2000.
Interest expense decreased due to lower borrowing  requirements  within both the
real estate and magazine businesses.

The  effective  tax rate for the third  quarter and nine month  period of fiscal
1999 included a tax benefit of $900,000 ($.12 per share) from the reversal of an
income tax  accrual  as the  result of the  completion  of an  Internal  Revenue
Service  audit of the  Company's  tax returns for the fiscal  years 1990 through
1992.  The Company has estimated an effective tax rate of 40% for both the three
and nine month periods of fiscal 2000.

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 nine months ended January 31, 2000, the
Company continued its previously  announced  restructuring  program intended to,
among other things,  wind-down  its  homebuilding  operations  and sell its land
holdings outside New Mexico. As a direct result of this initiative,  inventories
decreased by approximately  $20.9 million,  to $68.8 million at January 31, 2000
compared  to $89.7  million at April 30,  1999.  The Company  utilized  the cash
provided by this inventory  reduction,  as well as a portion of the cash balance
at April 30, 1999, to reduce total debt by  approximately  $28.2  million,  from
$74.7 million at April 30, 1999 to $46.5 million at January 31, 2000. Total debt
of the real estate  operations  was  approximately  $16.1 million at January 31,
2000 compared to $34.4 million at April 30, 1999.

During the quarter ended January 31, 2000,  the Company made an interim  payment
of  approximately  $4.3 million of taxes and  interest to the  Internal  Revenue
Service  ("IRS") in connection with the resolution of certain matters related to
the IRS'  examination  of the  Company's  tax returns for the fiscal  years 1993
through 1996. These tax years remain open, however,  and other matters for these
years  continue  to be under  review by the IRS.  In  addition,  the Company had
previously  paid  approximately  $1.5  million of interest to the IRS during the
second quarter of fiscal 2000 in final  resolution of the IRS'  examinations  of
the Company's  tax returns for the fiscal years 1990 through 1992.  (The payment
of federal  income taxes  related to those years was paid in full during  fiscal
1999, and these tax years are no longer subject to audit).  At January 31, 2000,
the  balance  recorded  as  "Taxes  payable  -  amounts  subsequently  due"  was
approximately  $6.0 million,  and the Company believes that this recorded amount
will be  sufficient  for  federal  and state  taxes and  related  interest  upon
settlement of all examinations.  However, if the interim resolution with the IRS
becomes final, the amount actually owed may be up to 50% less, and a tax benefit
would be recognized at that time.

In connection with a previously  announced stock repurchase program, the Company
has  reacquired  143,000 of its shares to be held as treasury stock at a cost of
approximately $857,000 during the nine month period ended January 31, 2000.

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.
<PAGE>

YEAR 2000

Based  on  information   available  to  date,  AMREP  has  not  experienced  any
significant  events  attributable to Year 2000 issues. The Company will continue
to monitor for potential issues within its real estate and magazine  circulation
operations divisions,  and at its customers and suppliers,  in order to permit a
rapid response  should any issues arise.  The Company  believes that if any Year
2000  issues  were to arise,  they  would not have a  significant  impact on its
operations and would most likely be isolated, short-term events.

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.

<PAGE>



                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES





                                     PART II

                                Other Information




Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits:


                  27       Financial Data Schedule.

         (b)      Reports on Form 8-K.

                           No reports on Form 8-K were filed by Registrant
                           during the quarter ended January 31, 2000.
<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, 2000            By:      /s/ Mohan Vachani
                                                     Mohan Vachani
                                                     Senior Vice President,
                                                     Chief Financial Officer



          Dated:  March 15, 2000            By:      /s/ Peter M. Pizza
                                                     Peter M. Pizza
                                                     Vice President, Controller

<PAGE>



                                    FORM 10-Q
                       AMREP CORPORATION AND SUBSIDIARIES


                                  EXHIBIT INDEX





                  27       Financial Data Schedule.

<PAGE>