UNITED STATES
                       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, 2009
                               -------------------------------------------------

                                       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.)

300 Alexander Park , Suite 204, Princeton, New Jersey              08540
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code           (609) 716-8200
                                                   -----------------------------

                                 Not Applicable
--------------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)

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 (the
"Exchange  Act") during the preceding 12 months (or for such shorter period that
the Registrant  was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days.

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

Indicate by check mark whether the Registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted  and posted  pursuant to Rule 405 of Regulation  S-T  (paragraph
232.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the Registrant was required to submit and post such files).

                   Yes                                 No
                       ------                             ------

<PAGE>

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company. See
definitions  of "large  accelerated  filer",  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer                       Accelerated filer          X
                        ---                                             ---

Non-accelerated filer                         Smaller reporting company
                        ---                                             ---
(Do not check if a smaller reporting company)

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

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

Number of Shares of Common  Stock,  par value  $.10 per  share,  outstanding  at
August 31, 2009 - 5,996,212.
<PAGE>
                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----


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

          Consolidated Balance Sheets (Unaudited)
           July 31, 2009 and April 30, 2009                                 1

          Consolidated Statements of Operations and Retained Earnings
           (Unaudited) Three Months Ended July 31, 2009 and 2008            2

          Consolidated Statements of Cash Flows (Unaudited)
           Three Months Ended July 31, 2009 and 2008                        3

          Notes to Consolidated Financial Statements                        4

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                       11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        17

Item 4.  Controls and Procedures                                           17

PART II.  OTHER INFORMATION

Item 6.  Exhibits                                                          18

SIGNATURE                                                                  19

EXHIBIT INDEX                                                              20

<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
------- --------------------

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

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


                                                                                        July 31,             April 30,
                                                                                          2009                  2009
                                                                                   ------------------    ------------------

ASSETS:
Cash and cash equivalents                                                          $      31,619         $       29,018
Receivables, net:
  Real estate operations                                                                   3,400                  3,367
  Media services operations                                                               37,066                 34,614
                                                                                   ------------------    ------------------
                                                                                          40,466                 37,981

Income taxes receivable                                                                    3,442                  3,009
Real estate inventory                                                                     82,091                 81,561
Investment assets, net                                                                    11,370                 11,389
Property, plant and equipment, net                                                        33,690                 34,656
Intangible and other assets, net                                                          24,728                 26,145
Goodwill                                                                                   3,893                  3,893
                                                                                   ------------------    ------------------
   TOTAL ASSETS                                                                    $     231,299         $      227,652
                                                                                   ==================    ==================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable, net and accrued expenses                                         $      87,392         $       81,699
Notes payable:
 Amounts due within one year                                                              28,977                 25,770
 Amounts subsequently due                                                                  4,669                 12,166
                                                                                   ------------------    ------------------
                                                                                          33,646                 37,936

Deferred income taxes and other long-term liabilities                                      3,878                  1,071
Accrued pension cost                                                                      11,158                 10,665
                                                                                   ------------------    ------------------
   TOTAL LIABILITIES                                                                     136,074                131,371
                                                                                   ------------------    ------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
 Shares authorized - 20,000,000; 7,420,704 shares issued                                     742                    742
Capital contributed in excess of par value                                                46,100                 46,100
Retained earnings                                                                         83,886                 84,942
Accumulated other comprehensive loss, net                                                 (8,846)                (8,846)
Treasury stock, at cost; 1,424,492 shares                                                (26,657)               (26,657)
                                                                                   ------------------    ------------------
   TOTAL SHAREHOLDERS' EQUITY                                                             95,225                 96,281
                                                                                   ------------------    ------------------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $     231,299         $      227,652
                                                                                   ==================    ==================

                 See notes to consolidated financial statements.
</TABLE>

                                       1
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
     Consolidated Statements of Operations and Retained Earnings (Unaudited)
                    Three Months Ended July 31, 2009 and 2008
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2009                  2008
                                                                                   ------------------    ------------------
REVENUES:
Real estate land sales                                                             $       1,485         $        1,263
Media services operations                                                                 30,768                 34,023
Interest and other                                                                           204                    284
                                                                                   ------------------    ------------------
                                                                                          32,457                 35,570
                                                                                   ------------------    ------------------
COSTS AND EXPENSES:
Real estate land sales                                                                       642                    366
Operating expenses:
  Media services operations                                                               27,946                 30,161
  Real estate commissions and selling                                                         81                     78
  Restructuring and fire recovery costs                                                      666                    587
  Other                                                                                      439                    255
General and administrative:
   Media services operations                                                               2,972                  2,809
   Real estate operations and corporate                                                    1,121                  1,090
Interest expense, net of capitalized amounts                                                 202                    112
                                                                                   ------------------    ------------------
                                                                                          34,069                 35,458
                                                                                   ------------------    ------------------
INCOME (LOSS) BEFORE INCOME TAXES                                                         (1,612)                   112

PROVISION (BENEFIT) FOR INCOME TAXES                                                        (556)                    41
                                                                                   ------------------    ------------------
NET INCOME (LOSS)                                                                         (1,056)                    71

RETAINED EARNINGS, beginning of period                                                    84,942                128,408
                                                                                   ------------------    ------------------
RETAINED EARNINGS, end of period                                                   $      83,886         $      128,479
                                                                                   ==================    ==================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED                                      $       (0.18)        $         0.01
                                                                                   ==================    ==================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                       5,996                  5,995
                                                                                   ==================    ===================


                 See notes to consolidated financial statements.
</TABLE>

                                       2
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                    Three Months Ended July 31, 2009 and 2008
                                   (Thousands)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2009                  2008
                                                                                   ------------------    ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                 $      (1,056)        $           71
Adjustments to reconcile net income (loss) to net cash provided
   by (used in) operating activities:
 Depreciation and amortization                                                             2,548                  2,403
 Non-cash credits and charges:
   Pension accrual                                                                           493                     68
   Provision for doubtful accounts                                                            56                     74
(Gain) loss on disposition of assets, net                                                      2                     (3)
Changes in assets and liabilities:
   Receivables                                                                            (2,541)                (2,866)
   Income taxes receivable                                                                  (433)                (1,524)
   Real estate inventory and investment assets                                              (515)                (2,580)
   Intangible and other assets                                                               423                   (593)
   Accounts payable and accrued expenses                                                   5,693                 (8,543)
   Deferred income taxes and other long-term liabilities                                   2,807                    398
                                                                                   ------------------    ------------------
     Total adjustments                                                                     8,533                (13,166)
                                                                                   ------------------    ------------------
     Net cash provided by (used in) operating activities                                   7,477                (13,095)
                                                                                   ------------------    ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures - property, plant and equipment                                       (586)                  (185)
                                                                                   ------------------    ------------------
     Net cash used in investing activities                                                  (586)                  (185)
                                                                                   ------------------    ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from debt financing                                                              4,600                 10,356
 Principal debt payments                                                                  (8,890)                (5,775)
                                                                                   ------------------    ------------------
     Net cash provided by (used in) financing activities                                  (4,290)                 4,581
                                                                                   ------------------    ------------------
INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                                                               2,601                 (8,699)
CASH AND CASH EQUIVALENTS, beginning of period                                            29,018                 32,608
                                                                                   ------------------    ------------------

CASH AND CASH EQUIVALENTS, end of period                                           $      31,619         $       23,909
                                                                                   ==================    ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid - net of amounts capitalized                                        $         242         $           93
                                                                                   ==================    ==================
 Income taxes paid - net of refunds                                                $          20         $        1,167
                                                                                   ==================    ==================

                 See notes to consolidated financial statements.
</TABLE>

                                       3
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                    Three Months Ended July 31, 2009 and 2008

(1) Basis of Presentation
    ---------------------

The accompanying  unaudited consolidated financial statements have been prepared
by AMREP Corporation (the  "Registrant" or the "Company")  pursuant to the rules
and  regulations of the Securities and Exchange  Commission  ("SEC") for interim
financial  information,  and do not include all the  information  and  footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete financial statements.  In the opinion of management,  these
unaudited consolidated  financial statements include all adjustments,  which are
of  a  normal  recurring  nature,   considered   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 what may
occur in future periods. Unless otherwise qualified,  all references to 2010 and
2009 are to the fiscal years  ending April 30, 2010 and 2009 and all  references
to the first  quarter  or first  three  months of 2010 and 2009 mean the  fiscal
three-month periods ended July 31, 2009 and 2008.

The  unaudited  consolidated  financial  statements  herein  should  be  read in
conjunction  with the  Company's  annual  report on Form 10-K for the year ended
April 30, 2009,  which was  previously  filed with the  Securities  and Exchange
Commission on July 14, 2009 (the "2009 Form 10-K").

New Accounting Pronouncements
-----------------------------

In December 2007, the Financial  Accounting  Standards Board (the "FASB") issued
Statement of Financial  Accounting Standards ("SFAS") No. 141(R) (revised 2007),
"Business  Combinations".  SFAS No. 141(R)  requires the  acquiring  entity in a
business  combination to recognize,  at full fair value, all the assets acquired
and liabilities  assumed in the  transaction;  establishes the  acquisition-date
fair value as the measurement  objective for all assets acquired and liabilities
assumed;  and requires the acquiring  entity to disclose  information  needed to
evaluate  and  understand  the  nature  and  financial  effect  of the  business
combination.  SFAS  No.  141(R)  also  changes  the  accounting  for  contingent
consideration,  in process research and development, and restructuring costs. In
addition,  after SFAS No. 141(R) is adopted,  changes in uncertain tax positions
or  valuation  allowances  for  deferred  tax  assets  acquired  in  a  business
combination  are  recognized as adjustments to income tax expense or contributed
capital, as appropriate. SFAS No. 141(R) is effective for fiscal years beginning
after  December  15, 2008 and is to be applied  prospectively.  The Company will
apply SFAS No.141(R) to all business  combinations  occurring after May 1, 2009.
The Company did not enter into any business combinations in the first quarter of
2010.

In  April 2009,  the FASB  issued  FSP SFAS  107-1  and APB  No. 28-1,  "Interim
Disclosures about Fair Value of Financial  Instruments" ("FSP SFAS 107-1 and APB
28-1"), which requires disclosures about the fair value of financial instruments
for interim  reporting periods of publicly traded companies as well as in annual
financial  statements.  The Company adopted the provisions of FSP SFAS 107-1 and
APB 28-1 on May 1,  2009. See Note 9 for fair value  disclosure of the Company's
financial instruments.

In May  2009,  the FASB  issued  SFAS No.  165,  "Subsequent  Events",  which is
effective for fiscal years and interim  periods ended after June 15, 2009.  SFAS
No. 165 incorporates into authoritative  accounting  literature certain guidance
that already existed within generally accepted auditing standards.  SFAS No. 165
prescribes the period after the balance sheet date during which an entity should
evaluate transactions for potential  recognition,  the circumstances under which
an entity should recognize


                                       4
<PAGE>

events or  transactions  occurring  after the balance sheet date and the related
disclosure  requirements.  The Company  implemented SFAS No. 165 for the quarter
ended July 31, 2009 and has evaluated  transactions  through  September 9, 2009,
the filing  date of this  quarterly  report on Form  10-Q,  for  recognition  as
subsequent  events.  The  Company  has  disclosed  in  Note  7 the  developments
regarding the status of certain  potential bank refinancing that is deemed to be
a subsequent event.

In June 2009,  the FASB  issued SFAS  No. 168,  "The FASB  Accounting  Standards
Codification  and the Hierarchy of Generally  Accepted  Accounting  Principles-a
Replacement of FASB Statement  No. 162".  SFAS No. 168 replaces SFAS No. 162 and
establishes the FASB Accounting  Standards  Codification (the "Codification") as
the single source of  authoritative  generally  accepted  accounting  principles
("U.S. GAAP") recognized by the FASB to be applied by nongovernmental  entities.
Rules and  interpretive  releases  of the SEC  under  authority  of the  federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
The  Codification,   which  modified  structure  hierarchy  and  referencing  of
financial  standards,  is effective for financial  statements issued for interim
and  annual  periods  ending  after  September 15,  2009.  When  effective,  the
Codification  will  supersede  all existing  non-SEC  accounting  and  reporting
standards.  All  other  non-grandfathered   non-SEC  accounting  literature  not
included in the Codification will become non-authoritative.  The Codification is
not intended to change or alter  existing U.S. GAAP and will not have a material
impact on the Company's results of operations or financial position.

(2) Receivables, Net
    ----------------

Receivables, net consist of the following accounts receivable (in thousands):

                                                 July 31,            April 30,
                                                   2009                2009
                                            -----------------   ----------------

Real estate operations:
  Mortgage notes and other receivables       $       3,490       $       3,457
  Less allowance for doubtful accounts                 (90)                (90)
                                            -----------------   ----------------
                                             $       3,400       $       3,367
                                            =================   ================
Media services operations:
  Subscription Fulfillment Services          $      23,954       $      24,711
  Newsstand Distribution Services,
    net of estimated returns                        12,295               8,970
  Product Fulfillment Services and other             1,803               1,863
                                            -----------------   ----------------
                                                    38,052              35,544
  Less allowance for doubtful accounts                (986)               (930)
                                            -----------------   ----------------
                                             $      37,066       $      34,614
                                            =================   ================

Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine  returns of $48,880,000  at July 31, 2009 and  $55,212,000 at April 30,
2009. In addition, pursuant to an arrangement with one publisher customer of the
Newsstand  Distribution  Services  business,  the  publisher  bears the ultimate
credit risk of  non-collection  of amounts due from the  customers  to which the
Company distributed the publisher's  magazines under this arrangement.  Accounts
receivable  subject to this  arrangement  (of  $16,097,000  at July 31, 2009 and
$28,565,000 at April 30, 2009) were netted against the related  accounts payable
due the publisher on the accompanying consolidated balance sheets.



                                       5
<PAGE>

(3) Investment Assets, Net
    ----------------------

Investment assets, net consist of the following (in thousands):

                                                 July 31,            April 30,
                                                   2009                2009
                                            -----------------   ----------------
Land held for long-term investment           $      10,864       $      10,879
                                            -----------------   ----------------

Other                                                  794                 794
Less accumulated depreciation                         (288)               (284)
                                            -----------------   ----------------
                                                       506                 510
                                            -----------------   ----------------
                                             $      11,370       $      11,389
                                            =================   ================

Land held for long-term investment represents property located in areas that are
not planned to be  developed  in the near term and thus has not been offered for
sale.

(4) Property, Plant and Equipment, Net
    ----------------------------------

Property, plant and equipment, net consist of the following (in thousands):

                                                 July 31,            April 30,
                                                   2009                2009
                                            -----------------   ----------------
Land, buildings and improvements             $      27,860       $      27,397
Furniture and equipment and other                   42,057              41,950
                                            -----------------   ----------------
                                                    69,917              69,347
Less accumulated depreciation                      (36,227)            (34,691)
                                            -----------------   ----------------
                                             $      33,690       $      34,656
                                            =================   ================


(5) Intangible and Other Assets, Net
    --------------------------------

Intangible and other assets, net consist of the following (in thousands):

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

                                                      July 31, 2009                             April 30, 2009
                                             ------------------------------------     -----------------------------------
                                                                   Accumulated                              Accumulated
                                                 Cost             Amortization            Cost             Amortization
                                             --------------      ----------------     -------------      ----------------

Software development costs                   $    10,056         $      6,744         $    10,056        $      6,156
Deferred order entry costs                         4,159                    -               4,835                   -
Prepaid expenses                                   3,961                    -               3,681                   -
Customer contracts and relationships              15,000                3,175              15,000               2,863
Other                                              2,765                1,294               2,775               1,183
                                             --------------      ----------------     -------------      ----------------
                                             $    35,941         $     11,213         $    36,347        $     10,202
                                             ==============      ================     =============      ==================
</TABLE>

Software   development   costs  include  internal  and  external  costs  of  the
development  of new or enhanced  software  programs and are generally  amortized
over five  years.  Deferred  order  entry  costs  represent  costs  incurred  in
connection with the data entry of customer subscription  information to database
files  and are  charged  directly  to  operations  over a  twelve-month  period.
Customer contracts and relationships are amortized over twelve years.

                                       6
<PAGE>

(6) Accounts Payable, Net and Accrued Expenses
    ------------------------------------------

Accounts  payable,  net  and  accrued  expenses  consist  of the  following  (in
thousands):

                                                 July 31,            April 30,
                                                   2009                 2009
                                            -----------------   ----------------
Publisher payables, net                      $      70,605       $      63,074
Accrued expenses                                     4,183               4,473
Trade payables                                       3,013               3,772
Other                                                9,591              10,380
                                            -----------------   ----------------
                                             $      87,392       $      81,699
                                            =================   ================


Pursuant  to  an  arrangement  with  a  publisher   customer  of  the  Newsstand
Distribution   Services  business,   the  Company  has  netted  $16,097,000  and
$28,565,000 of accounts  receivable against the related accounts payable at July
31, 2009 and April 30, 2009 (see Note 2).

(7) Notes Payable
    -------------

Notes payable consist of the following (in thousands):

                                                 July 31,            April 30,
                                                   2009                 2009
                                            -----------------   ----------------
Notes payable:
 Line-of-credit borrowings:
  Real estate operations and other           $      24,000       $      24,000
  Media services operations                          4,659               8,866
 Other notes payable                                 4,987               5,070
                                            -----------------   ----------------
                                             $      33,646       $      37,936
                                            =================   ================

The  Company's  AMREP  Southwest  Inc.  subsidiary  ("AMREP  Southwest")  has  a
revolving  credit  facility with a bank that matures on September 17, 2009 under
which $24,000,000 is presently  outstanding.  The conditional  commitment of the
lender  previously  reported  in the  Company's  2009 Form 10-K,  to replace the
expiring  credit  facility with a new revolving  credit  facility  having a term
selected by AMREP  Southwest  of either two years or 364 days  included a lender
imposed  condition  that it obtain a  participant  for 25% of the  facility.  On
September  2, 2009,  the  lender  notified  AMREP  Southwest  that the  lender's
intended  participant  was requiring  revised terms in the new facility that are
substantially  less  favorable to AMREP  Southwest  than those  contained in the
lender's  commitment.  In the revised terms,  the new facility is a 364 day term
loan of $22,500,000 under which a portion of the proceeds from AMREP Southwest's
land  sales are  required  to be  applied  to the  prepayment  of the  loan.  On
September 9, 2009, in response to AMREP Southwest's  request for an extension of
the existing  facility in order to  negotiate  the  proposed  terms,  the lender
issued its  commitment to grant the  extension  for 90 days,  subject to certain
changes in the existing  facility's terms, which AMREP Southwest is considering.
The  significant  terms of the existing  facility are described in Note 8 of the
Notes to the Company's  consolidated  financial  statements included in the 2009
Form 10-K.  The changes to the terms  required by the lender to apply during the
extension period are that (i) the interest rate per annum on borrowings increase
to LIBOR plus 3.5%,  but not less than 5%, (ii) the loan be secured by mortgages
on certain  identified  real property of AMREP  Southwest and that the appraised
value of the collateral  continue to be not less than 2.5 times the  outstanding
amount of the loan,  and (iii) AMREP  Southwest make no  distributions  or other
payments to its parent.


On July 14, 2009, the Company's  Kable Media Services  subsidiary and certain of
its direct and indirect subsidiaries,  entered into an Amended and Restated Loan
and Security Agreement (the "Present Credit Agreement") with a bank that further
amended  and  restated an earlier  agreement  with the bank's  predecessor  (the
latter agreement, the "Prior Credit Agreement").

The Present  Credit  Agreement  provides  for:  (i) a revolving  credit loan and
letter of credit  facility of up to $20,000,000  ("Facility A") that may be used


                                       7
<PAGE>

for general business purposes, including the payment of expenses and other costs
associated with the consolidation of Kable's  Subscription  Fulfillment Services
business in Florida;  and (ii) a second  revolving credit loan facility of up to
$5,000,000  ("Facility  D")  that may be used  exclusively  for the  payment  of
accounts  payable  under a  distribution  agreement  with a customer  of Kable's
Distribution  Services  business.  At the borrowers' option, up to $2,500,000 of
the bank's  lending  commitment for Facility D may be transferred to Facility A.
At July 31,  2009,  $2,305,000  of Facility A loans and no Facility D loans were
outstanding.   Additionally,   term  borrowings  of   approximately   $2,354,000
("Facilities  B and C") at July 31, 2009,  bearing  interest from 4.79% to 6.40%
per annum,  that were incurred for capital  expenditures  under the Prior Credit
Agreement are now included in the borrowings  under the Present Credit Agreement
in  addition to  Facilities  A and D. Under the Present  Credit  Agreement,  the
revolving  credits  mature  on May 1,  2010 and the term  borrowings  are due in
installments  through  that  date,  as was  the  case  under  the  Prior  Credit
Agreement.  The borrowers'  obligations  under the Present Credit  Agreement are
secured by  substantially  all of their assets other than (i) real  property and
(ii) any borrower's  interest in the capital securities of any other borrower or
any  subsidiary of any borrower,  as were the borrowers'  obligations  under the
Prior Credit Agreement.

The  revolving  loans under the Present  Credit  Agreement  bear interest at the
borrowers'  option at fluctuating  rates that are either (i) a LIBOR-based  rate
(0.285% at July 31,  2009) plus 3.25%,  or (ii) the bank's  prime rate (3.25% at
July 31, 2009) plus 1.75%.

The  Present  Credit  Agreement  requires  the  borrowers  to  maintain  certain
financial ratios, which are changed in a number of respects from those contained
in the Prior Credit Agreement.  The Present Credit Agreement also contains other
customary  covenants and  restrictions,  the most significant of which limit the
ability of the borrowers to declare or pay dividends or make other distributions
to the  Company,  limit the  annual  amount  borrowers  may  incur  for  capital
expenditures  and other purposes and impose certain minimum EBITDA  requirements
on the borrowers.

Each of the  Company's  financing  facilities  requires  the  borrowers  to meet
certain covenants. The borrowers were in compliance with these covenants at July
31, 2009.

(8) Taxes
    -----

Unrecognized  tax benefits were $1,585,000 at July 31,  2009 and April 30, 2009.
As a  result  of  either  the  expiration  of  statutes  of  limitations  or the
recognition and measurement  considerations  under FIN 48, the Company  believes
that it is reasonably possible that the amount of unrecognized tax benefits will
decrease within the next twelve months.

(9) Fair Value Measurements
    -----------------------

In  September 2006,  the FASB issued  SFAS  No. 157,  "Fair Value  Measurements"
("SFAS No. 157"). SFAS No. 157 establishes a common definition for fair value to
be applied to U.S. GAAP requiring use of fair value, establishes a framework for
measuring fair value, and expands disclosure about such fair value measurements.
SFAS No. 157 is effective for financial  assets and  financial  liabilities  for
fiscal years beginning after November 15, 2007. The adoption of SFAS No. 157 for
financial assets and financial liabilities,  effective May 1, 2008, did not have
an impact  on the  Company's  consolidated  financial  position  or  results  of
operations.

The estimated fair value of financial  instruments is determined by reference to
various market data and other valuation techniques as appropriate.  The carrying
amounts of cash and cash equivalents, media services trade receivables and trade
payables approximate fair value because of the short maturity of these financial


                                       8
<PAGE>

instruments.  Debt that bears variable  interest rates indexed to prime or LIBOR
also  approximates  fair value as it reprices when market interest rates change.
The  estimated  fair  value  of the  Company's  long-term,  fixed-rate  mortgage
receivables was $3,163,000 and $2,914,000  versus carrying amounts of $3,173,000
and  $3,176,000 at July 31, 2009 and April 30, 2009. The estimated fair value of
the Company's long-term,  fixed-rate notes payable was $7,896,000 and $8,524,000
versus carrying  amounts of $7,341,000 and $7,869,000 at July 31, 2009 and April
30, 2009.

(10) Restructuring and Fire Recovery Costs
     -------------------------------------

In January 2008, the Company announced a project to consolidate its Subscription
Fulfillment  Services  business  operations  from three  locations  in Colorado,
Florida and Illinois into one existing location at Palm Coast, Florida, which is
expected to streamline  operations,  improve  service to clients and create cost
efficiencies  through  reduced  overhead costs and the  elimination of operating
redundancies.  This project,  which is now well underway, is expected to require
capital expenditures in the range of $9,000,000 to $12,000,000.  It is scheduled
to be  substantially  completed  by the end of fiscal year 2011 (April 30, 2011)
and may  involve  approximately  $6,000,000  of  non-recurring  cash  costs  for
severance, training and transition,  facility closings and equipment relocation.
The  State  of  Florida  and the  City of Palm  Coast  have  agreed  to  provide
incentives for the project,  including cash and employee training grants and tax
relief,  which  could  amount to as much as  $8,000,000,  and which are  largely
contingent on existing job retention,  new job creation and capital  investment.
For the three  months  ended July 31, 2009,  the Company  recognized  $60,000 of
income for certain  incentives related to the consolidation  project,  which are
netted with costs of  $888,000,  principally  for  severance.  As a result,  the
Company  reported  a net  charge  to  operations  of  $828,000  related  to  the
consolidation  project for the first quarter of 2010 compared to a net charge of
$498,000,  principally for severance,  for the same period in 2009. The items of
income  for  incentives  and costs  related  to the  consolidation  project  are
included in Restructuring and fire recovery costs in the Company's  consolidated
statements of operations and retained earnings.

In December 2007, a warehouse leased by a Kable  subsidiary in Oregon,  Illinois
and its  contents  were  totally  destroyed  by  fire.  The  warehouse  was used
principally to store back issues of magazines published by certain customers for
whom the Company filled back-issue  orders as part of its services.  The Company
was  required  to  provide  insurance  for that  property  of  certain  of those
customers.  Through  July 31, 2009,  the  Company's  insurance  carrier had paid
approximately  $263,000 to customers for lost  materials.  The Company  believes
that the  resolution of other pending or unasserted  claims related to materials
of certain publishers for whom it was required to provide insurance after taking
into account the proceeds from its property  insurance  claims,  will not have a
material effect on its consolidated financial position, results of operations or
cash flows.

The Company has filed various claims with its insurance  provider related to the
fire.  As of August 31,  2009,  the  Company had been  reimbursed  approximately
$1,236,000  for  assets  lost  in the  fire,  as well  as for  certain  business
interruption  insurance  claims  made  by the  Company  and  other  expenses  of
relocation and professional fees. As a result of reimbursements  received during
the three  months  ended  July 31,  2009,  the  Company  reported  a net gain of
$162,000 for the first quarter of 2010 related to fire recovery  costs.  For the
same period in 2009, the Company recorded a net charge of $89,000.  The items of
income and expense related to insurance proceeds and the fire recovery costs are
included in Restructuring and fire recovery costs in the Company's  consolidated
statements  of  operations  and  retained  earnings.  In  addition,  the Company
recorded other income for a business  interruption claim resulting from the fire
for the first quarter of 2009 that totaled  $173,000.  No business  interruption
claims were recorded in the first quarter of 2010.


                                       9
<PAGE>

(11) Information About the Company's Operations in Different Industry Segments
     -------------------------------------------------------------------------

As a result of the purchase of assets of certain  businesses  in November  2008,
the  Company  reclassified  for 2009  certain  revenues,  expenses  and  capital
expenditures  previously  reported  as  part  of  its  Subscription  Fulfillment
Services  segment and has  reported  them with  revenues,  expenses  and capital
expenditures  of those  businesses  since  the date of  purchase  as a  separate
segment,  "Product  Fulfillment  Services and Other".  The following  tables set
forth  summarized  data  relative to the industry  segments in which the Company
operated  for the  three  month  periods  ended  July  31,  2009  and  2008  (in
thousands):


<TABLE>
<S>                                          <C>            <C>            <C>                <C>           <C>        <C>
                                                                                               Product
                                                            Subscription     Newsstand       Fulfillment
                                             Real Estate     Fulfillment    Distribution    Services and
                                              Operations      Services        Services           Other          Other  Consolidated
                                            ----------------------------------------------------------------------------------------
Three months ended July 31, 2009:
Revenues                                      $    1,745     $   25,127     $    3,205       $     2,436     $    (56)   $  32,457

Net income (loss)                                    (80)        (1,478)           259                 4          239       (1,056)
Provision (benefit) for income taxes                 (13)          (868)           190                 2          133         (556)
Interest expense (income), net (a)                    42            557           (229)               16         (184)         202
Depreciation and amortization                         26          2,302            129                54           37        2,548
                                              --------------- -------------- -------------- --------------- ------------ -----------
EBITDA (b)                                    $      (25)           513            349                76     $    225    $   1,138
                                              --------------- -------------- -------------- --------------- ------------ -----------

Capital expenditures                          $        -     $      479     $       15       $        11     $     81    $     586

------------------------------------------------------------------------------------------------------------------------------------
Three months ended July 31, 2008:
Revenues                                      $    1,529     $   29,842     $    3,355       $       825     $     19    $  35,570

Net income (loss)                                     99           (756)           370                56          302           71
Provision (benefit) for income taxes                  58           (444)           217                33          177           41
Interest expense (income), net (a)                     -            832           (305)                -         (415)         112
Depreciation and amortization                          8          2,244            140                10            1        2,403
                                              --------------- -------------- -------------- --------------- ------------ -----------
EBITDA (b)                                    $      165     $    1,876     $      422       $        99     $     65    $   2,627
                                              --------------- -------------- -------------- --------------- ------------ -----------

 Capital expenditures                         $        1     $      178     $        5       $         -     $      1    $     185

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

     (a)  Interest  expense,  net  includes  inter-segment  interest  income and
          expense that is eliminated in consolidation.
     (b)  The Company uses EBITDA  (which the Company  defines as income  before
          interest expense, net, income taxes and depreciation and amortization)
          in addition to net income (loss) as key measures of profit or loss for
          segment performance and evaluation purposes.
</TABLE>



                                       10
<PAGE>

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

INTRODUCTION
------------

The Company,  through its  subsidiaries,  is primarily  engaged in four business
segments:  the Real Estate  business  operated by AMREP  Southwest  Inc. and its
subsidiaries (collectively,  "AMREP Southwest") and the Subscription Fulfillment
Services,  Newsstand  Distribution  Services  and Product  Fulfillment  Services
businesses  operated  by  Kable  Media  Services,   Inc.  and  its  subsidiaries
(collectively,  "Kable" or "Media  Services").  The Company's  foreign sales and
activities are not significant.

The following  provides  information that management  believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial  condition.  The discussion should be read in conjunction with the
April 30, 2009 consolidated  financial statements and accompanying notes. Unless
otherwise  qualified,  all  references  to 2010 and 2009 are to the fiscal years
ending April 30, 2010 and 2009 and all  references to the first quarter or first
three months of 2010 and 2009 mean the fiscal three-month periods ended July 31,
2009 and 2008.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------

Management's  discussion  and  analysis of  financial  condition  and results of
operations  is based on the  accounting  policies used and disclosed in the 2009
consolidated  financial  statements and accompanying notes that were prepared in
accordance with accounting principles generally accepted in the United States of
America and included as part of the Company's annual report on Form 10-K for the
year ended  April 30,  2009 (the "2009 Form  10-K").  The  preparation  of those
consolidated  financial  statements  required  management to make  estimates and
assumptions  that affected the reported  amounts of assets and  liabilities  and
disclosure of contingent assets and liabilities at the dates of the consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the  reporting  periods.  Actual  amounts or  results  could  differ  from those
estimates.

The critical  accounting  policies,  assumptions  and estimates are described in
Part II,  "Item 7.  Management's  Discussion and Analysis of Financial Condition
and Results of Operations, Critical Accounting Assumptions and Estimates" in the
Company's  2009 Form  10-K.  There  have  been no  changes  in these  accounting
policies.

The  significant  accounting  policies of the Company are described in Note 1 to
the 2009 consolidated  financial statements contained in the Company's 2009 Form
10-K.  Information  concerning  the Company's  implementation  and the impact of
recent accounting  standards issued by the Financial  Accounting Standards Board
is included in the notes to the 2009 consolidated  financial statements and also
in Note 1 to the consolidated  financial  statements contained in this quarterly
report on Form 10-Q.  The  Company  did not adopt any  accounting  policy in the
first quarter of 2010 that had a material impact on its  consolidated  financial
statements.

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

For the first  quarter of 2010,  the  Company had a net loss of  $1,056,000,  or
$0.18 per share,  compared to net income of $71,000,  or $0.01 per share, in the
first quarter of 2009.  Revenues were $32,457,000 in the first quarter of fiscal
2010 compared to $35,570,000 for the same period last year.

                                       11
<PAGE>

First quarter 2010 revenues from land sales at AMREP  Southwest were  $1,485,000
compared to $1,263,000  for the same period of 2009. In Rio Rancho,  the Company
offers for sale both developed and  undeveloped  lots to national,  regional and
local home builders,  commercial and industrial  property developers and others.
For the first quarter of 2010 and 2009,  the Company's  land sales in Rio Rancho
were as follows:

<TABLE>
<S>                       <C>           <C>            <C>             <C>            <C>            <C>
                                                      Three Months Ended July 31,
                          --------------------------------------------------------------------------------------
                                           2009                                          2008
                          ---------------------------------------      -----------------------------------------
                                                       Revenues                                       Revenues
                           Acres        Revenues       Per Acre         Acres         Revenues        Per Acre
                            Sold        (in 000s)      (in 000s)         Sold         (in 000s)       (in 000s)
                         ----------    -----------    -----------      --------      ------------    -----------

 Developed
   Residential               2.8        $   670        $   239            1.4         $     342       $    244
   Commercial                  -              -              -            1.0               126            126
                         ----------    -----------    -----------      --------      ------------    -----------
 Total Developed             2.8            670            239            2.4               468            195
 Undeveloped                26.0            815             31           44.8               795             18
                         ----------    -----------    -----------      --------      ------------    -----------
   Total                    28.8        $ 1,485        $    52           47.2         $   1,263       $     27
                         ----------    -----------    -----------      --------      ------------    -----------
</TABLE>

The  average  selling  price of land sold by the Company in Rio Rancho in recent
years has  fluctuated,  as the Company offers for sale developed and undeveloped
land in Rio Rancho from a number of different  projects,  and selling prices may
vary from project to project and within  projects  depending  on  location,  the
stage of  development  and other  factors.  The  revenue  per acre of  developed
residential land was generally  unchanged for the first quarter of 2010 compared
to the same  period in 2009.  The revenue  per acre of  undeveloped  land in the
first  quarter of 2010 was higher  compared to the same period in the prior year
due to the undeveloped land sold in the current year being from locations nearer
developed  areas and thus generally  having higher selling  prices.  The average
gross profit  percentage on land sales  decreased from 71% for the first quarter
of 2009 to 57% for the  first  quarter  of 2010.  This  decrease  was  primarily
attributable to the mix of undeveloped residential lots sold, with first quarter
2010 sales  including  land that was  previously  taken back by deeds in lieu of
foreclosure,  thus  generally  having a higher cost basis and lower gross profit
percentage  than sales that  occurred  in the first  quarter of 2009.  Revenues,
gross  profits and related  gross  profit  percentages  from land sales can vary
significantly  from period to period as a result of many factors,  including the
nature  and  timing  of  specific  transactions,   and  prior  results  are  not
necessarily a good indication of what may occur in future periods.

Revenues from Media Services decreased from $34,023,000 for the first quarter of
2009 to $30,768,000 for the same period in 2010.  Magazine  publishers,  who are
the principal  customers of the Company's  Media Services  operations,  suffered
generally from lower advertising  revenues and lower  subscription and newsstand
sales during the quarter,  which led to reduced business for the Company's Media
Services  operations.  Revenues from Kable's  Subscription  Fulfillment Services
operations  decreased  from  $29,842,000  for  the  first  quarter  of  2009  to
$25,127,000  for the  same  period  of  2010,  primarily  as a  result  of lower
publisher  customer volumes and higher  attrition of magazine titles offset,  in
part, by revenue gains from new and some existing clients. Revenues from Kable's
Newsstand  Distribution  Services  operations  decreased from $3,355,000 for the
first  quarter  2009 to  $3,205,000  for the same  period of 2010 as a result of
lower  distribution  volumes.  These  decreases  in revenues  from  Subscription
Fulfillment Services and Newsstand  Distribution  Services were partly offset by
increased revenues from Kable's Product Fulfillment  Services and Other business
segment,  which  increased  from  $825,000  for  the  first  quarter  of 2009 to
$2,436,000  for the same period in 2010,  primarily  from the  inclusion  of the
revenues  of a product  repackaging  and  fulfillment  business  and a temporary
staffing  business,  which were acquired in the third  quarter of 2009.  Kable's
operating  expenses  decreased  by  $2,215,000  for the  first  quarter  of 2010
compared to the same period in 2009,  primarily  attributable  lower payroll and
benefits costs


                                       12
<PAGE>

and,  to a  lesser  extent,  efficiencies  related  to the  ongoing  project  to
consolidate the Subscription  Fulfillment Services business from three locations
in  Colorado,  Florida and Illinois  into one  existing  location at Palm Coast,
Florida.

In January 2008, the Company announced a project to consolidate its Subscription
Fulfillment  Services  business  operations  from three  locations  in Colorado,
Florida and Illinois into one existing location at Palm Coast, Florida, which is
expected to streamline  operations,  improve  service to clients and create cost
efficiencies  through  reduced  overhead costs and the  elimination of operating
redundancies.  This project,  which is now well underway, is expected to require
capital expenditures in the range of $9,000,000 to $12,000,000.  It is scheduled
to be  substantially  completed  by the end of fiscal year 2011 (April 30, 2011)
and may  involve  approximately  $6,000,000  of  non-recurring  cash  costs  for
severance, training and transition,  facility closings and equipment relocation.
The  State  of  Florida  and the  City of Palm  Coast  have  agreed  to  provide
incentives for the project,  including cash and employee training grants and tax
relief,  which  could  amount to as much as  $8,000,000,  and which are  largely
contingent on existing job retention,  new job creation and capital  investment.
For the three  months  ended July 31, 2009,  the Company  recognized  $60,000 of
income for certain  incentives related to the consolidation  project,  which are
netted with costs of  $888,000,  principally  for  severance.  As a result,  the
Company  reported  a net  charge  to  operations  of  $828,000  related  to  the
consolidation  project for the first quarter of 2010 compared to a net charge of
$498,000,  principally for severance,  for the same period in 2009. The items of
income  for  incentives  and costs  related  to the  consolidation  project  are
included in Restructuring and fire recovery costs in the Company's  consolidated
statements of operations and retained earnings.

In December 2007, a warehouse leased by a Kable  subsidiary in Oregon,  Illinois
and its  contents  were  totally  destroyed  by  fire.  The  warehouse  was used
principally to store back issues of magazines published by certain customers for
whom the Company filled back-issue  orders as part of its services.  The Company
was  required  to  provide  insurance  for that  property  of  certain  of those
customers.  Through  July 31, 2009,  the  Company's  insurance  carrier had paid
approximately  $263,000 to customers for lost  materials.  The Company  believes
that the  resolution of other pending or unasserted  claims related to materials
of certain publishers for whom it was required to provide insurance after taking
into account the proceeds from its property  insurance  claims,  will not have a
material effect on its consolidated financial position, results of operations or
cash flows.

The Company has filed various claims with its insurance  provider related to the
fire.  As of August 31,  2009,  the  Company had been  reimbursed  approximately
$1,236,000  for  assets  lost  in the  fire,  as well  as for  certain  business
interruption  insurance  claims  made  by the  Company  and  other  expenses  of
relocation and professional fees. As a result of reimbursements  received during
the three  months  ended  July 31,  2009,  the  Company  reported  a net gain of
$162,000 for the first quarter of 2010 related to fire recovery  costs.  For the
same period in 2009, the Company recorded a net charge of $89,000.  The items of
income and expense related to insurance proceeds and the fire recovery costs are
included in Restructuring and fire recovery costs in the Company's  consolidated
statements  of  operations  and  retained  earnings.  In  addition,  the Company
recorded other income for a business  interruption claim resulting from the fire
for the first quarter of 2009 that totaled  $173,000.  No business  interruption
claims were recorded in the first quarter of 2010.

Interest and other revenues were $204,000 for the three-month  period ended July
31,  2009  compared  to  $284,000  for the same  period in the prior  year.  The
decrease in the 2010 first quarter was the result of reduced interest income due
to lower cash balances to invest.

Real estate  commissions and selling expenses were generally  unchanged from the
prior year, $81,000 in the first quarter of 2010 compared to $78,000 in the same
period of 2009. Other  operating expenses increased $184,000 for the three-month


                                       13
<PAGE>

period ended July 31, 2009 compared to the same period in 2008  primarily due to
an increase in real estate taxes.

General and administrative costs of Media Services operations increased $163,000
in the first  quarter of 2010  compared to the same period in 2009.  Real estate
operations and corporate general and administrative expense increased $31,000 in
the first quarter of 2010 compared to the same period in 2009.

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

During the past several  years,  the Company has financed  its  operations  from
internally generated funds from real estate sales and Media Services operations,
and from borrowings under its various lines-of-credit.

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

Real  estate  receivables  increased  from  $3,367,000  at  April  30,  2009  to
$3,400,000 at July 31, 2009. Real estate receivables of approximately $3,100,000
were delinquent at July 31, 2009, and AMREP Southwest sent  foreclosure  notices
to buyers from whom  receivables  exist  totaling  approximately  $2,100,000 and
deeds in lieu of  foreclosure  are expected to be returned from buyers from whom
receivables exist totaling approximately  $1,000,000.  The Company believes that
the ultimate  resolution of these matters will not have a material impact on the
Company's  results of operations or financial  position.  Receivables from Media
Services operations  increased from $34,614,000 at April 30, 2009 to $37,066,000
at July 31, 2009,  primarily due to the effect of higher quarter-end billings at
July 31, 2009 compared to April 30, 2009.

Real estate  inventory was  $82,091,000 at July 31, 2009 compared to $81,561,000
at April 30, 2009.  Inventory in the  Company's  core real estate  market of Rio
Rancho  increased from  $74,121,000 at April 30, 2009 to $74,610,000 at July 31,
2009,  primarily  reflecting  the net effect of  development  spending  and land
sales. The balance of real estate inventory consisted of properties in Colorado.

Accounts  payable and accrued  expenses  increased from $81,699,000 at April 30,
2009 to  $87,392,000  at July 31,  2009,  primarily as a result of the timing of
payments due to publishers and vendors.

Deferred income taxes and other long-term  liabilities increased from $1,071,000
at April 30, 2009 to $3,878,000 at July 31, 2009, primarily as a result of Media
Services  having  received a $3,000,000  award pursuant to an agreement with the
State of Florida as part of certain  incentives  made  available  to the Company
with the announced project to consolidate its magazine subscription,  membership
and direct mail fulfillment  locations into one location at Palm Coast,  Florida
(the "Award  Agreement").  The Award  Agreement  requires the Company to achieve
certain  objectives  in terms of existing  job  retention,  new job creation and
capital investment through December 31, 2011; however, if the objectives are not
met,  the Company may need to return a portion,  or all, of the  $3,000,000.  As
such,  the  $3,000,000  has been  recorded as a  liability  until the Company is
irrevocably entitled to retain the award.

Cash Flows From Investing Activities
------------------------------------

Capital expenditures totaled $586,000 and $185,000 for the first three months of
2010 and 2009,  primarily for expenditures  related to the  consolidation of the
Subscription  Fulfillment  Services operations in 2010 and for computer hardware


                                       14
<PAGE>

and software development  expenditures in 2009. The Company believes that it has
adequate cash and financing  capability  to provide for its  anticipated  future
capital expenditures.

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

AMREP  Southwest  has a revolving  credit  facility  with a bank that matures on
September  17,  2009 under  which  $24,000,000  is  presently  outstanding.  The
conditional  commitment of the lender previously  reported in the Company's 2009
Form 10-K, to replace the expiring credit  facility with a new revolving  credit
facility  having a term  selected by AMREP  Southwest of either two years or 364
days included a lender imposed condition that it obtain a participant for 25% of
the facility. On September 2, 2009, the lender notified AMREP Southwest that the
lender's  intended  participant was requiring  revised terms in the new facility
that are substantially less favorable to AMREP Southwest than those contained in
the lender's  commitment.  In the revised  terms,  the new facility is a 364 day
term loan of  $22,500,000  under  which a portion  of the  proceeds  from  AMREP
Southwest's land sales are required to be applied to the prepayment of the loan.
On September 9, 2009, in response to AMREP Southwest's  request for an extension
of the existing  facility in order to negotiate the proposed  terms,  the lender
issued its  commitment to grant the  extension  for 90 days,  subject to certain
changes in the existing  facility's terms, which AMREP Southwest is considering.
The  significant  terms of the existing  facility are described in Note 8 of the
Notes to the Company's  consolidated  financial  statements included in the 2009
Form 10-K.  The changes to the terms  required by the lender to apply during the
extension period are that (i) the interest rate per annum on borrowings increase
to LIBOR plus 3.5%,  but not less than 5%, (ii) the loan be secured by mortgages
on certain  identified  real property of AMREP  Southwest and that the appraised
value of the collateral  continue to be not less than 2.5 times the  outstanding
amount of the loan,  and (iii) AMREP  Southwest make no  distributions  or other
payments to its parent.

On July 14,  2009,  Kable and  certain of its direct and  indirect  subsidiaries
entered into an Amended and Restated Loan and Security  Agreement  (the "Present
Credit  Agreement")  with a bank that  further  amended and  restated an earlier
agreement with the bank's  predecessor (the latter agreement,  the "Prior Credit
Agreement").

The Present  Credit  Agreement  provides  for:  (i) a revolving  credit loan and
letter of credit  facility of up to $20,000,000  ("Facility A") that may be used
for general business purposes, including the payment of expenses and other costs
associated with the consolidation of Kable's  Subscription  Fulfillment Services
business in Florida;  and (ii) a second  revolving credit loan facility of up to
$5,000,000  ("Facility  D")  that may be used  exclusively  for the  payment  of
accounts  payable  under a  distribution  agreement  with a customer  of Kable's
Distribution  Services  business.  At the borrowers' option, up to $2,500,000 of
the bank's  lending  commitment for Facility D may be transferred to Facility A.
At July 31,  2009,  $2,305,000  of Facility A loans and no Facility D loans were
outstanding.   Additionally,   term  borrowings  of   approximately   $2,354,000
("Facilities  B and C") at July 31, 2009,  bearing  interest from 4.79% to 6.40%
per annum,  that were incurred for capital  expenditures  under the Prior Credit
Agreement are now included in the borrowings  under the Present Credit Agreement
in  addition to  Facilities  A and D. Under the Present  Credit  Agreement,  the
revolving  credits  mature  on May 1,  2010 and the term  borrowings  are due in
installments  through  that  date,  as was  the  case  under  the  Prior  Credit
Agreement.  The borrowers'  obligations  under the Present Credit  Agreement are
secured by  substantially  all of their assets other than (i) real  property and
(ii) any borrower's  interest in the capital securities of any other borrower or
any  subsidiary of any borrower,  as were the borrowers'  obligations  under the
Prior Credit Agreement.

The  revolving  loans under the Present  Credit  Agreement  bear interest at the
borrowers'  option at fluctuating  rates that are either (i) a LIBOR-based  rate
(0.285% at July 31,  2009) plus 3.25%,  or (ii) the bank's  prime rate (3.25% at
July 31, 2009) plus 1.75%.

The  Present  Credit  Agreement  requires  the  borrowers  to  maintain  certain
financial ratios, which are changed in a number of respects from those contained
in the Prior Credit Agreement.  The Present Credit Agreement also contains other


                                       15
<PAGE>

customary  covenants and  restrictions,  the most significant of which limit the
ability of the borrowers to declare or pay dividends or make other distributions
to the  Company,  limit the  annual  amount  borrowers  may  incur  for  capital
expenditures  and other purposes and impose certain minimum EBITDA  requirements
on the borrowers.

Each of the  Company's  financing  facilities  requires  the  borrowers  to meet
certain covenants. The borrowers were in compliance with these covenants at July
31, 2009.

Future Payments Under Contractual Obligations
---------------------------------------------

The  Company is  obligated  to make future  payments  under  various  contracts,
including its debt  agreements and lease  agreements,  and is subject to certain
other  commitments and  contingencies.  The table below  summarizes  significant
contractual  obligations  as of July  31,  2009  for  the  items  indicated  (in
thousands):

<TABLE>
<S>                          <C>            <C>               <C>                <C>             <C>
                                               Less than          1 - 3             3 - 5           More than
Contractual Obligations         Total           1 year            years             years            5 years
-----------------------         -----          ---------          -----             -----           ---------

Notes payable                  $ 33,646         $ 28,977         $    269         $   222           $   4,178
Operating leases and other       24,271            5,083           10,989           5,377               2,822
                             -----------    --------------    -------------     -------------    --------------
Total                          $ 57,917         $ 34,060         $ 11,258         $ 5,599           $   7,000
                             ===========    ==============    =============     =============    ==============
</TABLE>

The decrease in notes payable from April 30, 2009 was due to reduced  borrowings
by Kable.  Operating  leases and other  includes  $2,321,000  of  uncertain  tax
positions and related accrued interest recorded in accordance with FIN 48. Refer
to Notes 8, 12, 16 and 17 to the consolidated  financial  statements included in
the 2009 Form 10-K for  additional  information  on  long-term  debt,  taxes and
commitments and contingencies.

Risk Factors
------------

In  addition  to the other  information  set forth in this  report,  the factors
discussed in Part I, "Item 1A. Risk Factors" in the 2009 Form 10-K,  which could
materially affect the Company's business, financial condition or future results,
should be carefully  considered.  The risks  described in the 2009 Form 10-K are
not the only risks facing the Company.  Additional risks and  uncertainties  not
currently  known to the Company or that  currently  are deemed to be  immaterial
also may materially adversely affect the Company's business, financial condition
or operating results.

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

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking  statements made by or on behalf of the Company.  The
Company  and its  representatives  may from  time to time make  written  or oral
statements that are  "forward-looking",  including  statements contained in this
report and other filings with the Securities and Exchange Commission, reports to
the  Company's  shareholders  and news  releases.  All  statements  that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition,  other  written or oral  statements,
which constitute forward-looking  statements, may be made by or on behalf of the
Company. Words such as "expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates",  "projects",  "forecasts",  "may", "should", variations of
such words and similar expressions are intended to identify such forward-looking
statements.  These  statements  are not  guarantees  of future  performance  and
involve certain risks,  uncertainties  and  contingencies  that are difficult to
predict.  These  risks and  uncertainties  include,  but are not limited to, the
risks described above under the heading "Risk Factors". Many of the factors that


                                       16
<PAGE>

will determine the Company's future results are beyond the ability of management
to control  or  predict.  Therefore,  actual  outcomes  and  results  may differ
materially  from  what  is  expressed  or  forecasted  in or  suggested  by such
forward-looking  statements.  The forward-looking  statements  contained in this
report include,  but are not limited to, statements  regarding the consolidation
project  of  the  Subscription  Fulfillment  Services  business  (including  the
Company's estimated related capital  expenditures and incentives  anticipated to
be  received  from the  State of  Florida  and the City of Palm  Coast),  future
financing  requirements  and the  status  of  negotiations  with  the  Company's
existing real estate lenders.  The Company undertakes no obligation to revise or
update  any  forward-looking  statements,  or to make any other  forward-looking
statements, whether as a result of new information, future events or otherwise.

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

The Company has two credit  facilities  that require the Company to pay interest
at a rate that may change  periodically.  These variable rate obligations expose
the Company to the risk of increased  interest expense in the event of increases
in short-term  interest rates. At July 31, 2009,  borrowings of $26,305,000 were
subject to variable interest rates. Refer to Item 7(A) of the 2009 Form 10-K for
additional information regarding quantitative and qualitative  disclosures about
market risk.

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

Evaluation of Disclosure Controls and Procedures

The  Company's  management,  with  the  participation  of  the  Company's  chief
financial  officer  and  the  other  executive  officers  whose   certifications
accompany  this  quarterly  report,  has  evaluated  the  effectiveness  of  the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934) as of the end of the period covered by this
report.  As a result of such  evaluation,  the chief financial  officer and such
other  executive  officers  have  concluded  that such  disclosure  controls and
procedures are effective to provide  reasonable  assurance that the  information
required to be disclosed in the reports the Company  files or submits  under the
Securities  Exchange  Act of 1934 is (i)  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms,  and (ii)  accumulated  and  communicated  to the
Company's management,  including its principal executive and principal financial
officers,  or persons  performing similar  functions,  as appropriate,  to allow
timely  decisions  regarding  disclosure.  The Company  believes  that a control
system,  no matter how well  designed  and  operated,  cannot  provide  absolute
assurance  that the  objectives of the control system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

No change in the Company's system of internal  control over financial  reporting
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.




                                       17
<PAGE>

                           PART II. OTHER INFORMATION

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

 Exhibit No.                             Description
 -----------                             -----------
  31.1    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934.
  31.2    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934.
  31.3    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934.
   32     Certification required pursuant to 18 U.S.C. Section 1350.




                                       18
<PAGE>

                                    SIGNATURE
                                    ---------

     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.

Date:  September 9, 2008      AMREP CORPORATION
                                    (Registrant)

                              By: /s/  Peter M.Pizza
                                  ----------------------------------------------
                                    Peter M. Pizza
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




                                       19
<PAGE>

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

Exhibit No.                             Description
-----------                             -----------
  31.1    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.
  31.2    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.
  31.3    Certification required by Rule 13a-14(a) under the Securities Exchange
          Act of 1934 - Filed herewith.
   32     Certification required pursuant to 18 U.S.C. Section 1350 - Filed
          herewith.



                                       20