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, 2008
                               -------------------------------------------------

                                       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 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, 2008 - 5,995,712.
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----


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

         Consolidated Balance Sheets (Unaudited)
          July 31, 2008 and April 30, 2008                                1

         Consolidated Statements of Income and Retained Earnings
          (Unaudited) Three Months Ended July 31, 2008 and 2007           2

         Consolidated Statements of Cash Flows (Unaudited)
          Three Months Ended July 31, 2008 and 2007                       3

         Notes to Consolidated Financial Statements                       4

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk      14

Item 4.  Controls and Procedures                                         14

PART II.  OTHER INFORMATION

Item 6.  Exhibits                                                        14

SIGNATURE                                                                15

EXHIBIT INDEX                                                            16




<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,
                                                                                          2008                   2008
                                                                                   ------------------    -------------------

ASSETS:
Cash and cash equivalents                                                          $      23,909         $        32,608

Receivables, net:
  Real estate operations                                                                  12,084                  13,124
  Media services operations                                                               49,533                  45,701
                                                                                   ------------------    -------------------
                                                                                          61,617                  58,825


Taxes receivable                                                                             544                       -
Real estate inventory                                                                     72,832                  70,252
Investment assets, net                                                                    10,295                  10,300
Property, plant and equipment, net                                                        27,616                  28,914
Intangible and other assets, net                                                          29,594                  29,913
Goodwill                                                                                  54,139                  54,139
                                                                                   ------------------    -------------------
   TOTAL ASSETS                                                                    $     280,546         $       284,951
                                                                                   ==================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable, net and accrued expenses                                         $      89,989         $        98,532
Notes payable:
 Amounts due within one year                                                               2,879                   4,816
 Amounts subsequently due                                                                 27,682                  21,164
                                                                                   ------------------    -------------------
                                                                                          30,561                  25,980

Taxes payable                                                                                  -                     980
Deferred income taxes and other long-term liabilities                                     12,756                  12,358
Accrued pension cost                                                                       2,113                   2,045
                                                                                   ------------------    -------------------
   TOTAL LIABILITIES                                                                     135,419                 139,895
                                                                                   ------------------    -------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
  Shares authorized - 20,000,000; 7,419,704 shares issued                                    742                     742
Capital contributed in excess of par value                                                46,085                  46,085
Retained earnings                                                                        128,479                 128,408
Accumulated other comprehensive loss, net                                                 (3,522)                 (3,522)
Treasury stock, at cost; 1,424,492 shares                                                (26,657)                (26,657)
                                                                                   ------------------    -------------------
   TOTAL SHAREHOLDERS' EQUITY                                                            145,127                 145,056
                                                                                   ------------------    -------------------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $     280,546         $       284,951
                                                                                   ==================    ===================
</TABLE>


                See notes to consolidated financial statements.
                                       1
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
       Consolidated Statements of Income and Retained Earnings (Unaudited)
                    Three Months Ended July 31, 2008 and 2007
                      (Thousands, except per share amounts)

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

                                                                                  2008                     2007
                                                                            ------------------      -------------------
REVENUES:
Real estate land sales                                                      $      1,263            $     18,150
Media services operations                                                         34,023                  32,299
Interest and other                                                                   284                     910
                                                                            ------------------      -------------------
                                                                                  35,570                  51,359
                                                                            ------------------      -------------------
COSTS AND EXPENSES:
Real estate land sales                                                               366                   5,762
Operating expenses:
  Media services operations                                                       30,161                  29,780
  Real estate commissions and selling                                                 78                     253
  Restructuring and fire recovery costs                                              587                     303
  Other                                                                              255                     467
General and administrative:
  Media services operations                                                        2,809                   3,368
  Real estate operations and corporate                                             1,090                   1,107
Interest expense, net of capitalized amounts                                         112                     288
                                                                            ------------------      -------------------
                                                                                  35,458                  41,328
                                                                            ------------------      -------------------
INCOME FROM CONTINUING OPERATIONS BEFORE
  INCOME TAXES                                                                       112                  10,031

PROVISION FOR INCOME TAXES FROM CONTINUING
  OPERATIONS                                                                          41                   3,711
                                                                            ------------------      -------------------
INCOME FROM CONTINUING OPERATIONS                                                     71                   6,320
LOSS FROM OPERATIONS OF DISCONTINUED BUSINESS
  (NET OF INCOME TAXES)                                                                -                     (57)
                                                                            ------------------      -------------------
NET INCOME                                                                            71                   6,263

RETAINED EARNINGS, beginning of period                                           128,408                 121,333
DIVIDEND PAYABLE                                                                       -                  (6,630)
                                                                            ------------------      -------------------
RETAINED EARNINGS, end of period                                            $    128,479            $    120,966
                                                                            ==================      ===================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
  CONTINUING OPERATIONS                                                     $       0.01            $       0.95
  DISCONTINUED OPERATIONS                                                              -                   (0.01)
                                                                            ------------------      -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                      $       0.01            $       0.94
                                                                            ==================      ===================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                               5,995                   6,653
                                                                            ==================      ===================
</TABLE>


                See notes to consolidated financial statements.
                                       2
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                    Three Months Ended July 31, 2008 and 2007
                                   (Thousands)

<TABLE>
<S>                                                                        <C>                     <C>
                                                                                  2008                     2007
                                                                            ------------------      -------------------
   CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                              $         71            $      6,263
    Adjustments to reconcile net income to net cash provided by
    operating activities:
     Depreciation and amortization                                                 2,403                   2,632
     Non-cash credits and charges:
       Pension accrual                                                                68                      42
       Provision for doubtful accounts                                                74                    (207)
   Gain on disposition of assets, net                                                 (3)                      -
   Changes in assets and liabilities:
       Receivables                                                                (2,866)                 (5,637)
       Real estate inventory                                                      (2,580)                 (5,912)
       Intangible and other assets                                                  (593)                   (230)
       Accounts payable and accrued expenses, and deferred revenue                (8,543)                    455
       Taxes payable                                                              (1,524)                  1,458
       Deferred income taxes and other long-term liabilities                         398                   1,042
                                                                            -----------------       ------------------
         Total adjustments                                                       (13,166)                 (6,357)
                                                                            -----------------       ------------------
         Net cash used by operating activities                                   (13,095)                    (94)
                                                                            -----------------       ------------------
   CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures - property, plant and equipment                            (185)                   (993)
    Capital expenditures - investment assets                                           -                    (663)
                                                                            -----------------       ------------------
        Net cash used by investing activities                                       (185)                 (1,656)
                                                                            -----------------       ------------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt financing                                                  10,356                  23,861
    Principal debt payments                                                       (5,775)                (25,872)
                                                                            -----------------       ------------------
       Net cash provided (used) by financing activities                            4,581                  (2,011)
                                                                            -----------------       ------------------
   DECREASE IN CASH AND CASH EQUIVALENTS                                          (8,699)                 (3,761)
   CASH AND CASH EQUIVALENTS, beginning of period                                 32,608                  42,102
                                                                            -----------------       ------------------

   CASH AND CASH EQUIVALENTS, end of period                                 $     23,909            $     38,341
                                                                            =================       ==================

   SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid - net of amounts capitalized                              $         93            $        509
                                                                            =================       ==================
    Income taxes paid - net of refunds                                      $      1,167            $      1,177
                                                                            =================       ==================
    Non-cash transaction - Dividend payable                                 $          -            $      6,630
                                                                            =================       ==================
</TABLE>


                See notes to consolidated financial statements.
                                       3
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                    Three Months Ended July 31, 2008 and 2007

(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 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,  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.

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, 2008,  which was  previously  filed with the  Securities  and Exchange
Commission.  All  references  to the first quarter or first three months of 2009
and 2008 mean the fiscal three-month periods ended July 31, 2008 and 2007.

Certain 2008 financial  statement  amounts have been  reclassified to conform to
the current year presentation.

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

Media services operations accounts receivable,  net consist of the following (in
thousands):

                                               July 31,             April 30,
                                                 2008                  2008
                                          -----------------     ----------------
Fulfillment Services                       $    29,227           $     28,348
Newsstand Distribution Services,
 net of estimated returns                       21,035                 18,008
                                          -----------------     ----------------
                                                50,262                 46,356
Less allowance for doubtful accounts              (729)                  (655)
                                          -----------------     ----------------
                                           $    49,533           $     45,701
                                          =================     ================

Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine  returns of $53,013,000  at July 31, 2008 and  $55,930,000 at April 30,
2008. 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  were netted  ($25,188,000 was netted at
July 31, 2008 and  $22,703,000  at April 30, 2008) against the related  accounts
payable due the publisher on the accompanying consolidated balance sheets.










                                       4
<PAGE>

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

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

                                                July 31,          April 30,
                                                  2008               2008
                                            ---------------    -----------------
Land held for long-term investment            $    9,771         $     9,771
                                            ---------------    -----------------
Commercial rental properties:
  Land, buildings and improvements                   754                 754
  Furniture and fixtures                              40                  40
                                            ---------------    -----------------
                                                     794                 794
  Less accumulated depreciation                     (270)               (265)
                                            ---------------    -----------------
                                                     524                 529
                                            ---------------    -----------------
                                              $   10,295         $    10,300
                                            ===============    =================

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

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

                                                July 31,          April 30,
                                                  2008               2008
                                            ---------------    -----------------
Land, buildings and improvements              $   17,875         $    17,875
Furniture and equipment and other                 45,453              45,300
                                            ---------------    -----------------
                                                  63,328              63,175
Less accumulated depreciation                    (35,712)            (34,261)
                                            ---------------    -----------------
                                              $   27,616         $    28,914
                                            ===============    =================


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

Intangible and other assets, net consist of the following (in thousands):
<TABLE>
<S>                                         <C>                                       <C>

                                                        July 31, 2008                           April 30, 2008
                                             ------------------------------------     -----------------------------------
                                                                               (Thousands)
                                                                   Accumulated                             Accumulated
                                                 Cost             Amortization            Cost            Amortization
                                             --------------      ----------------     -------------      ----------------

Software development costs                   $   10,090          $       4,318        $    10,017        $      3,780
Deferred order entry costs                        5,243                      -              5,681                   -
Prepaid expenses                                  3,694                      -              3,047                   -
Customer contracts and relationships             15,000                  1,925             15,000               1,613
Other                                             2,777                    967              2,430                 869
                                             --------------      ----------------     -------------      ----------------
                                             $   36,804          $       7,210        $    36,175        $      6,262
                                             ==============      ================     =============      ================
</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 12-month  period.  Customer
contracts and relationships are amortized over 12 years.

                                       5
<PAGE>

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

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

                                               July 31,             April 30,
                                                 2008                 2008
                                          -----------------     ----------------
Publisher payables, net                     $    69,577           $    77,003
Accrued expenses                                  4,564                 5,000
Trade payables                                    5,708                 5,753
Other                                            10,140                10,776
                                          -----------------     ----------------
                                            $    89,989           $    98,532
                                          =================     ================


Pursuant  to  an  arrangement  with  a  publisher   customer  of  the  Newsstand
Distribution   Services  business,   the  Company  has  netted  $25,188,000  and
$22,703,000 of accounts  receivable against the related accounts payable at July
31, 2008 and April 30, 2008 (see Note 2).

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

Notes payable consist of the following (in thousands):
                                              July 31,             April 30,
                                                2008                 2008
                                          -----------------     ----------------
Notes payable:
 Line-of-credit borrowings:
   Real estate operations and other         $    20,600           $    18,000
   Media services operations                      8,561                 4,582
 Real estate operations term loan                   855                 2,774
 Other notes payable                                545                   624
                                          -----------------     ----------------
                                            $    30,561           $    25,980
                                          =================     ================

(8) Taxes
    -----

The unrecognized  tax benefits  pursuant to the Financial  Accounting  Standards
Board ("FASB")  Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in
Income Taxes", were $2,076,000 at July 31,  2008 and April 30, 2008. 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.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities  - Including  an Amendment of FASB
Statement  No.  115,  Accounting  for  Certain  Investments  in Debt and  Equity
Securities,  ("SFAS No. 159").  The  Statement  permits  entities to choose,  at
specified election dates, to measure many financial instruments and certain


                                       6
<PAGE>

other  items  at fair  value  that are not  currently  measured  at fair  value.
Unrealized  gains and losses on items for which the fair  value  option has been
elected would be reported in earnings at each  subsequent  reporting  date. SFAS
No. 159 also establishes  presentation  and disclosure  requirements in order to
facilitate   comparisons   between  entities  choosing   different   measurement
attributes  for similar types of assets and  liabilities.  SFAS No. 159 does not
affect existing accounting requirements for certain assets and liabilities to be
carried  at fair  value.  This  statement  became  effective  for  fiscal  years
beginning  after  November 15,  2007,  and interim  periods  within those fiscal
years.  The  Company  adopted  SFAS No. 159  effective  May 1, 2008,  but it has
elected not to designate  any  financial  instruments  to be subject to the fair
value option.


(10) Discontinued Operations
     -----------------------

Loss from  operations  of  discontinued  business  (net of income  taxes) in the
three-month  period  ended July 31, 2007  reflected  costs  associated  with the
settlement  of all  litigation  related to the  Company's El Dorado,  New Mexico
water  utility  subsidiary  that were in addition to costs that had been accrued
for this matter in prior years.

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

During fiscal 2008, the Company announced a project to integrate certain aspects
of the Kable's  Fulfillment  Services  operations in order to improve  operating
efficiencies  and  customer  service  and also to reduce  costs.  To date,  this
project has resulted in (i) one significant workforce reduction that occurred in
the first quarter of 2008, (ii) the  substantial  completion of a plan announced
in the second quarter of 2008 to redistribute  the work performed at the Marion,
Ohio facility of its Fulfillment  Services business and the scheduled closing of
that facility,  and (iii) the consolidation of a fulfillment operations customer
call center.  The Company  incurred  costs directly  related to the  integration
project of $498,000 and $303,000 for the quarters ending July 31, 2008 and 2007,
principally for severance and other consulting costs related to the integration,
and these costs are included in the Restructuring and fire recovery costs in the
Company's consolidated statements of income.

On December 5, 2007 a warehouse of  approximately  38,000  square feet leased by
the Company in Oregon, Illinois was totally destroyed by fire. The warehouse was
used  principally  to store  back  issues  of  magazines  published  by  certain
customers for whom the Company fills back-issue  orders as part of its services.
The Company has filed a preliminary  claim with its  insurance  provider for its
property loss and has been advanced  $500,000 for  replacement of such property.
In addition,  the Company was required to provide insurance for certain of those
customers whose property was destroyed in the warehouse fire. Through August 31,
2008,  the  Company's  insurance  provider  had paid  approximately  $65,000  to
customers for lost  materials.  The Company  believes that the net effect of the
outcome of other claims  pending or  unasserted  related to materials of certain
publishers for whom it was required to provide insurance, together with proceeds
from its  property  claims,  will not have a  material  effect on its  financial
position, results of operations or cash flows.

During the quarter  ended July 31, 2008,  the Company  recorded  other income of
$173,000  for a business  interruption  claim  resulting  from the fire that was
approved by its insurer.  The Company also  recorded  charges to  operations  of
$89,000 related to fire recovery costs, principally for legal and other advisory
costs that were not  covered  by  insurance.  These  costs are  included  in the
Restructuring and fire recovery costs in the Company's  consolidated  statements
of income.


                                       7
<PAGE>


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

The following tables set forth summarized data relative to the industry segments
for  continuing  operations  in which the Company  operated  for the three month
periods ended July 31, 2008 and 2007 (in thousands):

<TABLE>
<S>                                          <C>            <C>            <C>                <C>             <C>
                                                                              Newsstand
                                             Real Estate     Fulfillment    Distribution
                                              Operations      Services        Services         Corporate       Consolidated
-------------------------------------------------------------------------------------------------------------------------------
Three months ended July 31, 2008:
Revenues                                     $     1,529    $    30,667    $      3,355       $       19      $   35,570

Income (loss) from continuing operations              99           (700)            370              302              71
Provision (benefit) for income taxes from
   continuing operations                              58           (412)            218              177              41
                                             -----------------------------------------------------------------------------------
Income (loss) from continuing operations
   before income taxes                               157         (1,112)            588              479             112
Interest expense (income), net (b)                     -            832            (305)            (415)            112
Depreciation and amortization                          8          2,254             140                1           2,403
                                             -----------------------------------------------------------------------------------
EBITDA (c)                                   $       165    $     1,974    $        423       $       65      $    2,627
                                             -----------------------------------------------------------------------------------

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

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

Three months ended July 31, 2007 (a):
Revenues                                     $    18,863    $    28,988    $      3,311       $      197      $   51,359

Income (loss) from continuing operations           7,380         (1,859)            248              551           6,320
Provision (benefit) for income taxes from
   continuing operations                           4,334         (1,090)            143              324           3,711
                                             -----------------------------------------------------------------------------------
Income (loss) from continuing operations
   before income taxes                            11,714         (2,949)            391              875          10,031
Interest expense (income), net (b)                     -          1,467            (486)            (693)            288
Depreciation and amortization                         55          2,331             244                2           2,632
                                             -----------------------------------------------------------------------------------
EBITDA (c)                                   $    11,769    $       849    $        149       $      184      $   12,951
                                             -----------------------------------------------------------------------------------

Capital expenditures                         $       691    $       949    $         16       $        -      $    1,656

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

     (a)  Segment  information  does  not  include  net loss  from  discontinued
          operations of $57,000 in the three months ended July 31, 2007.
     (b)  Interest  expense,  net  includes  inter-segment  interest  income and
          expense that is eliminated in consolidation.
     (c)  The  Company  uses EBITDA  (which the  Company  defines as income from
          continuing  operations before interest expense,  net, income taxes and
          depreciation  and  amortization) in addition to income from continuing
          operations as a key measure of profit or loss for segment  performance
          and evaluation purposes.



                                       8
<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 three business
segments:  the Real Estate  business  operated by AMREP  Southwest  Inc. and its
subsidiaries (collectively,  "AMREP Southwest") and the Fulfillment Services and
Newsstand  Distribution  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, 2008  consolidated  financial  statements and accompanying  notes. All
references in this Item 2 to the first quarter or first three months of 2009 and
2008 mean the fiscal three-month periods ended July 31, 2008 and 2007.

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 2008
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,  2008 (the "2008 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  significant  accounting  policies of the Company are described in Note 1 to
the 2008 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
Item 7 of the 2008  Form  10-K.  There  have  been no  changes  in the  critical
accounting policies. Information concerning the implementation and the impact of
new accounting  standards  issued by the Financial  Accounting  Standards  Board
("FASB") is included in the notes to the April 30, 2008  consolidated  financial
statements.

The Company  adopted SFAS No. 157,  "Fair Value  Measurements"  ("SFAS No. 157")
effective  May 1, 2008.  The  adoption of SFAS No. 157 did not have an impact on
the Company's  consolidated  financial  position or results of  operations.  The
Company also adopted SFAS No. 159, "The Fair Value Option for  Financial  Assets
and Financial  Liabilities  - Including an Amendment of FASB  Statement No. 115"
("SFAS No.  159")  effective  May 1, 2008.  The adoption of SFAS No. 159 did not
have an impact on the Company's  consolidated  financial  position or results of
operations.  The Company did not adopt any other new accounting  policies during
the quarter ended July 31, 2008.


                                       9
<PAGE>

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

For the first  quarter  of 2009,  net income  was  $71,000,  or $0.01 per share,
compared to net income of $6,263,000,  or $0.94 per share,  in the first quarter
of 2008.  Results for the first quarter of 2009 were  entirely  from  continuing
operations.  Results  for the first  quarter of 2008  included  net income  from
continuing  operations  of  $6,320,000,  or  $0.95  per  share, and  a  loss  on
discontinued  operations,  net of tax,  of  $57,000,  or $0.01 per  share,  that
reflected  costs  incurred in connection  with the  settlement of all litigation
related to the  Company's El Dorado,  New Mexico water utility  subsidiary  that
were in  addition to costs  estimated  and accrued for this matter in the fourth
quarter of 2007.  Revenues were  $35,570,000 in the first quarter of fiscal 2009
compared to $51,359,000 for the same period last year.

First quarter 2009 revenues from land sales at AMREP  Southwest were  $1,263,000
compared to  $18,150,000  for the same period of fiscal 2008.  This  significant
year-over-year revenue decrease reflected  substantially lower land sales in the
Company's  principal market of Rio Rancho,  New Mexico due to the severe decline
in the real estate market in the greater  Albuquerque-metro and Rio Rancho areas
that began in earlier  periods.  First  quarter  land sales  revenues  and gross
profits in fiscal 2009 were  primarily  from the sale of  scattered  residential
lots,  while in the same period of fiscal 2008 they were from sales of developed
lots to  homebuilders  and  commercial  developers  as well  as  from  sales  of
undeveloped  land.  The trend of the  declining  number of permits  for new home
construction,  as previously reported, continues with 20% fewer building permits
issued during the first six calendar  months of 2008 compared to the same period
in 2007. The Company  believes that this decline has been  generally  consistent
with the  well-publicized  problems  of the  national  home  building  industry,
including fewer sales of both new and existing  homes,  an increasing  number of
mortgage   delinquencies   and   foreclosures   and  a  tightening  of  mortgage
availability.  Faced with these adverse  conditions,  builders continued to slow
the pace of building on developed lots previously  purchased from the Company in
Rio Rancho and, in some cases,  delayed or cancelled  the purchase of additional
developed  lots.  These factors have also  contributed to a steep decline in the
sale of undeveloped land to both builders and investors.

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 2009 and 2008,  the
Company's land sales in Rio Rancho have been as follows:

<TABLE>
<S>                       <C>           <C>            <C>             <C>            <C>            <C>
                                           2009                                          2008
                          ---------------------------------------      -----------------------------------------
                                                       Revenues                                       Revenues
                           Acres        Revenues       Per Acre         Acres         Revenues        Per Acre
                            Sold        (in 000s)      (in 000s)         Sold         (in 000s)       (in 000s)
                          ---------    -----------    -----------      --------      ------------    -----------

 Developed
   Residential               1.4        $   342        $   244           19.5         $   6,729       $    345
   Commercial                1.0            126            126           13.7             2,920            213
                          ---------    -----------    -----------      --------      ------------    -----------
 Total Developed             2.4            468            195           33.2             9,649            291
 Undeveloped                44.8            795             18          290.8             8,501             29
                          ---------    -----------    -----------      --------      ------------    -----------
   Total                    47.2        $ 1,263        $    27          324.0         $  18,150       $     56
                          ---------    -----------    -----------      --------      ------------    -----------
</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 price per acre of developed land in
the first  quarter of 2009 was lower  compared  to the same  period in the prior
year  due to a  change  in the mix and the  stage  of  development  of  specific
projects from which the land was sold. The decrease in the average selling price
of undeveloped land in the first quarter of 2009 was primarily attributable to a
higher proportion of undeveloped land sold in the current year from locations in


                                       10
<PAGE>

Rio Rancho that are further removed from developed areas and thus generally have
lower average selling prices.  The average gross profit percentage on land sales
increased from 68% for the first quarter of 2008 to 71% for the first quarter of
2009.  This increase was  attributable  to the mix of lots sold, with 2009 sales
including  a  higher  percentage  of  revenues  from  sales  of  commercial  and
undeveloped  lots,  which  generally have higher gross profit  percentages  than
sales of developed  residential lots. Revenues and gross profits,  average sales
prices of land 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,  including both Fulfillment Services and Newsstand
Distribution Services,  increased from $32,299,000 for the first quarter of 2008
to  $34,023,000  for the  same  period  in 2009.  This  increase  was  primarily
attributable to the Company's  Fulfillment Services  operations,  where revenues
increased from  $28,988,000 for the first quarter of 2008 to $30,667,000 for the
same period of 2009.  Revenues  from  Kable's  Newsstand  Distribution  Services
operations  were  generally  unchanged,  $3,311,000  for the first  quarter 2008
compared to $3,355,000 for the same period of 2009.  Kable's operating  expenses
increased by $381,000 for the first  quarter of 2009 compared to the same period
in 2008,  primarily  attributable  to  computer  systems  integration  costs and
consulting costs.

During fiscal 2008, the Company announced a project to integrate certain aspects
of the Kable's  Fulfillment  Services  operations in order to improve  operating
efficiencies  and  customer  service  and also to reduce  costs.  To date,  this
project has resulted in (i) one significant workforce reduction that occurred in
the first quarter of 2008, (ii) the  substantial  completion of a plan announced
in the second quarter of 2008 to redistribute  the work performed at the Marion,
Ohio facility of its Fulfillment  Services business and the scheduled closing of
that facility,  and (iii) the consolidation of a fulfillment operations customer
call center.  The Company  incurred  costs directly  related to the  integration
project of $498,000 and $303,000 for the quarters ending July 31, 2008 and 2007,
principally for severance and other consulting costs related to the integration,
and these costs are included in the Restructuring and fire recovery costs in the
Company's consolidated statements of income.

On December 5, 2007 a warehouse of  approximately  38,000  square feet leased by
the Company in Oregon, Illinois was totally destroyed by fire. The warehouse was
used  principally  to store  back  issues  of  magazines  published  by  certain
customers for whom the Company fills back-issue  orders as part of its services.
The Company has filed a preliminary  claim with its  insurance  provider for its
property loss and has been advanced  $500,000 for  replacement of such property.
In addition,  the Company was required to provide insurance for certain of those
customers whose property was destroyed in the warehouse fire. Through August 31,
2008,  the  Company's  insurance  provider  had paid  approximately  $65,000  to
customers for lost  materials.  The Company  believes that the net effect of the
outcome of other claims  pending or  unasserted  related to materials of certain
publishers for whom it was required to provide insurance, together with proceeds
from its  property  claims,  will not have a  material  effect on its  financial
position, results of operations or cash flows.

During the quarter  ended July 31, 2008,  the Company  recorded  other income of
$173,000  for a business  interruption  claim  resulting  from the fire that was
approved by its insurer.  The Company also  recorded  charges to  operations  of
$89,000 related to fire recovery costs, principally for legal and other advisory
costs that were not  covered  by  insurance.  These  costs are  included  in the
Restructuring and fire recovery costs in the Company's  consolidated  statements
of income.

                                       11
<PAGE>

Interest and other revenues were $284,000 for the three-month  period ended July
31,  2008  compared  to  $910,000  for the same  period in the prior  year.  The
decrease in the 2009 first quarter was the result of reduced interest income due
to lower cash balances to invest.

Real estate  commissions and selling  expenses  decreased  $175,000 in the first
quarter of 2009  compared  to the same  period in 2008,  principally  due to the
reduced volume of land sales.  Other operating  expenses  decreased $212,000 for
the  three-month  period ended July 31, 2008 compared to the same period in 2007
primarily due to the sale of certain AMREP Southwest  non-inventory  real estate
assets  in the  second  quarter  of 2008,  which  eliminated  related  operating
expenses.

General and administrative costs of Media Services operations decreased $559,000
in the first quarter of 2009  compared to the same period in 2008  primarily due
to  realized  savings  from  the  Fulfillment  Services  operations  integration
project.  Real  estate and  corporate  general  and  administrative  expense was
comparable on a year-to-year basis.

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  and  development  loan
agreements.

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

Real  Estate  receivables  decreased  from  $13,124,000  at  April  30,  2008 to
$12,084,000 at July 31, 2008  reflecting the net effect of payments  received on
mortgage  notes  held by  AMREP  Southwest  offset  in part by  mortgages  notes
received by AMREP  Southwest  in  connection  with real estate sales that closed
during  the  first  three  months  of  2009.  Receivables  from  Media  Services
operations  increased from  $45,701,000 at April 30, 2008 to $49,533,000 at July
31, 2008, primarily due to the effect of higher quarter-end billings at July 31,
2008 compared to April 30, 2008.

Real Estate  inventory was  $72,832,000 at July 31, 2008 compared to $70,252,000
at April 30, 2008.  Inventory in the  Company's  core real estate  market of Rio
Rancho  increased from  $63,215,000 at April 30, 2008 to $65,689,000 at July 31,
2008,  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  decreased from $98,532,000 at April 30,
2008 to  $89,989,000  at July 31,  2008,  primarily as a result of the timing of
payments due to  publishers  and  vendors.  In  addition,  under a  distribution
arrangement with one publisher customer of the Newsstand  Distribution  Services
business,  that publisher  bears the ultimate credit risk of  non-collection  of
related  amounts due from the  customers  to which the Company  distributes  the
publisher's  magazines.  Accounts  receivable  subject to this  arrangement were
netted  ($25,188,000  was netted at July 31, 2008 and  $22,703,000 was netted at
April 30, 2008)  against the related  accounts  payable due the publisher on the
accompanying consolidated balance sheets.

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

Capital  expenditures  totaled $185,000 and $1,656,000 in the first three months
of 2009 and 2008,  primarily  for computer  hardware  and  software  development
expenditures related to the Fulfillment Services business and, in 2008, $663,000
for certain real estate  investments  assets.  The Company  believes that it has
adequate cash and financing  capability  to provide for its  anticipated  future
capital expenditures.


                                       12
<PAGE>

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

AMREP  Southwest  has a revolving  credit  facility  with a bank that matures in
September  2009.  Media  Services has bank financing  facilities  that mature at
various dates through May 2010. Each of the facilities requires the borrowers to
meet certain covenants. The borrowers were in compliance with these covenants at
July 31, 2008.

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,  2008  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                  $30,561         $ 2,879           $27,267          $   415            $     -
Operating leases and other      27,376           5,567            10,517            7,220              4,072
                             -----------    --------------    -------------     -------------    --------------
Total                          $57,937         $ 8,446           $37,784          $ 7,635            $ 4,072
                             ===========    ==============    =============     =============    ==============
</TABLE>


The  increase  in  notes  payable  from  April  30,  2008  was due to  increased
borrowings by AMREP  Southwest and Kable.  Operating  leases and other  includes
liabilities  of  $2,793,000  related to  unrecognized  tax  benefits and related
interest  accrued in accordance  with FIN 48. Refer to Notes 9, 14 and 16 to the
consolidated  financial statements included in the 2008 Form 10-K for additional
information on long-term debt 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 2008 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 2008 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
will determine the Company's future results are beyond the ability of management


                                       13
<PAGE>

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 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  several  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,  2008,  borrowings  of
$25,880,000 were subject to variable  interest rates.  Refer to Item 7(A) of the
2008 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.

                           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.




                                       14
<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 8, 2008       AMREP CORPORATION
                                  (Registrant)

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




                                       15
<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.










































                                       16