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                October 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
November 30, 2008 - 5,996,212.
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----


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

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

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

         Consolidated Statements of Income and Retained Earnings
          (Unaudited) Six Months Ended October 31, 2008 and 2007          3

         Consolidated Statements of Cash Flows
          (Unaudited) Six Months Ended October 31, 2008 and 2007          4

         Notes to Consolidated Financial Statements                       5

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                      12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk      19

Item 4.  Controls and Procedures                                         19

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                               19

Item 4.  Submission of Matters to a Vote of Security Holders             19

Item 6.  Exhibits                                                        20

SIGNATURE                                                                21

EXHIBIT INDEX                                                            22

<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>

                                                                                      October 31,             April 30,
                                                                                          2008                  2008
                                                                                   ------------------    -------------------

ASSETS:
Cash and cash equivalents                                                          $      29,864         $        32,608
Restricted cash                                                                            3,840                       -
Receivables, net:
  Real estate operations                                                                  10,084                  13,124
  Media services operations                                                               46,139                  45,701
                                                                                   ------------------    -------------------
                                                                                          56,223                  58,825

Taxes receivable                                                                             970                       -
Real estate inventory                                                                     76,423                  70,252
Investment assets, net                                                                    10,273                  10,300
Property, plant and equipment, net                                                        26,611                  28,914
Intangible and other assets, net                                                          28,833                  29,913
Goodwill                                                                                  54,139                  54,139
                                                                                   ------------------    -------------------
  TOTAL ASSETS                                                                     $     287,176         $       284,951
                                                                                   ==================    ===================
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable, net and accrued expenses                                         $      85,156         $        98,532
Notes payable:
  Amounts due within one year                                                             25,928                   4,816
  Amounts subsequently due                                                                11,590                  21,164
                                                                                   ------------------    -------------------
                                                                                          37,518                  25,980

Taxes payable                                                                                  -                     980
Deferred income taxes and other long-term liabilities                                     14,517                  12,358
Accrued pension cost                                                                       1,948                   2,045
                                                                                   ------------------    -------------------
  TOTAL LIABILITIES                                                                      139,139                 139,895
                                                                                   ------------------    -------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
  Shares authorized - 20,000,000; 7,420,704 shares issued at
  October 31, 2008 and 7,419,704 at April 30, 2008                                           742                     742
Capital contributed in excess of par value                                                46,100                  46,085
Retained earnings                                                                        131,374                 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                                                             148,037                 145,056
                                                                                   ------------------    -------------------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $     287,176         $       284,951
                                                                                   ==================    ===================
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       1
<PAGE>


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

<TABLE>
<S>                                                                                <C>                   <C>
                                                                                          2008                   2007
                                                                                   ------------------    -------------------
REVENUES:
Real estate land sales                                                             $       4,810         $         3,161
Media services operations                                                                 35,254                  35,592
Interest and other                                                                           226                   3,337
                                                                                   ------------------    -------------------
                                                                                          40,290                  42,090
                                                                                   ------------------    -------------------
COSTS AND EXPENSES:
Cost of sales - real estate land sales                                                       154                   1,569
Operating expenses:
  Media services operations                                                               30,289                  30,117
  Real estate commissions and selling                                                         91                      88
  Other                                                                                      279                     458
General and administrative:
  Media services operations                                                                3,471                   2,820
  Real estate operations and corporate                                                       985                   1,081
Restructuring and fire recovery costs                                                        125                     117
Interest expense, net of capitalized amounts                                                 147                     337
                                                                                   ------------------    -------------------
                                                                                          35,541                  36,587
INCOME BEFORE INCOME TAXES                                                                 4,749                   5,503

PROVISION FOR INCOME TAXES                                                                 1,854                   2,036
                                                                                   ------------------    -------------------
NET INCOME                                                                                 2,895                   3,467

RETAINED EARNINGS, beginning of period                                                   128,479                 120,966
                                                                                   ------------------    -------------------
RETAINED EARNINGS, end of period                                                   $     131,374         $       124,433
                                                                                   ==================    ===================

EARNINGS PER SHARE - BASIC AND DILUTED                                             $        0.48         $          0.55
                                                                                   ==================    ===================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                       5,996                   6,327
                                                                                   ==================    ===================
</TABLE>

          See accompanying notes to consolidated financial statements.
                                       2
<PAGE>




                       AMREP CORPORATION AND SUBSIDIARIES
       Consolidated Statements of Income and Retained Earnings (Unaudited)
                   Six Months Ended October 31, 2008 and 2007
                      (Thousands, except per share amounts)
<TABLE>
<S>                                                                                <C>                   <C>

                                                                                          2008                   2007
                                                                                   ------------------    -------------------
REVENUES:
Real estate land sales                                                             $       6,073         $        21,311
Media services operations                                                                 69,277                  67,890
Interest and other                                                                           510                   4,248
                                                                                    ------------------    -------------------
                                                                                          75,860                  93,449
                                                                                    ------------------    -------------------
OSTS AND EXPENSES:
Cost of sales - real estate land sales                                                       520                   7,331
Operating expenses:
  Media services operations                                                               60,450                  59,898
  Real estate commissions and selling                                                        169                     341
  Other                                                                                      534                     925
General and administrative:
  Media services operations                                                                6,280                   6,188
  Real estate operations and corporate                                                     2,075                   2,188
Restructuring and fire recovery costs                                                        712                     419
Interest expense, net of capitalized amounts                                                 259                     625
                                                                                   ------------------    -------------------
                                                                                          70,999                  77,915
                                                                                   ------------------    -------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                                      4,861                  15,534

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS                                      1,895                   5,747
                                                                                   ------------------    -------------------
INCOME FROM CONTINUING OPERATIONS                                                          2,966                   9,787
LOSS FROM OPERATIONS OF DISCONTINUED BUSINESS (NET OF INCOME TAXES)                            -                     (57)
                                                                                   ------------------    -------------------
NET INCOME                                                                                 2,966                   9,730
RETAINED EARNINGS, beginning of period                                                   128,408                 121,333
DIVIDENDS PAID                                                                                 -                  (6,630)
                                                                                   ------------------    -------------------
RETAINED EARNINGS, end of period                                                   $     131,374         $       124,433
                                                                                   ==================    ===================

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
  CONTINUING OPERATIONS                                                            $        0.49         $          1.51
  DISCONTINUED OPERATIONS                                                                      -                   (0.01)
                                                                                   ------------------    -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                             $        0.49         $          1.50
                                                                                   ==================    ===================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                       5,996                   6,490
                                                                                   ==================    ===================
</TABLE>
          See accompanying notes to consolidated financial statements.
                                       3
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                   Six Months Ended October 31, 2008 and 2007
                                   (Thousands)
<TABLE>
<S>                                                                                <C>                   <C>
                                                                                          2008                   2007
                                                                                   ------------------    -------------------
   CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                     $       2,966         $         9,730
    Adjustments to reconcile net income to net cash provided by
    operating activities:
     Depreciation and amortization                                                         4,818                   5,342
     Non-cash credits and charges:
       Pension benefit                                                                       (97)                   (132)
       Provision for doubtful accounts                                                        51                    (251)
   Gain on disposition of assets, net                                                         (3)                 (1,873)
   Changes in assets and liabilities:
       Receivables                                                                         2,589                   1,119
       Real estate inventory                                                              (4,192)                (13,891)
       Intangible and other assets                                                          (762)                 (1,073)
       Accounts payable and accrued expenses                                             (13,376)                 (2,017)
       Taxes payable                                                                      (1,950)                    426
       Deferred income taxes and other long-term liabilities                               2,159                   2,947
                                                                                   ------------------    -------------------
         Total adjustments                                                               (10,763)                 (9,403)
                                                                                   ------------------    -------------------
         Net cash provided by (used in) operating activities                              (7,797)                    327
                                                                                   ------------------    -------------------
   CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures - property, plant and equipment                                    (660)                 (2,927)
    Capital expenditures - investment assets                                                   -                  (1,092)
    Acquisition, net of cash acquired                                                          -                     195
    Proceeds from disposition of assets                                                        -                   4,749
    Restricted cash                                                                       (3,840)                 (5,796)
                                                                                   ------------------    -------------------
         Net cash used in investing activities                                            (4,500)                 (4,871)
                                                                                   ------------------    -------------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
    Acquisition of treasury stock                                                              -                 (19,996)
    Exercise of stock options                                                                 15                       -
    Proceeds from debt financing                                                          37,997                  52,841
    Principal debt payments                                                              (28,459)                (41,371)
    Dividends paid                                                                             -                  (6,630)
                                                                                   ------------------    -------------------
         Net cash provided by (used in) financing activities                               9,553                 (15,156)
                                                                                   ------------------    -------------------
   DECREASE IN CASH AND CASH EQUIVALENTS                                                  (2,744)                (19,700)
   CASH AND CASH EQUIVALENTS, beginning of period                                         32,608                  42,102
                                                                                   ------------------    -------------------
   CASH AND CASH EQUIVALENTS, end of period                                        $      29,864         $        22,402
                                                                                   ==================    ===================
   SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid - net of amounts capitalized                                     $         222         $           828
                                                                                   ==================    ===================
    Income taxes paid - net of refunds                                             $       1,590         $         2,374
                                                                                   ==================    ===================


</TABLE>
          See accompanying notes to consolidated financial statements.
                                       4
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended October 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 second quarter or first six months of 2009 and
2008 mean the fiscal  three and six month  periods  ended  October  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):

                                              October 31,           April 30,
                                                 2008                  2008
                                            ---------------     ----------------
Fulfillment Services                          $   32,891         $    28,348
Newsstand Distribution Services,
 net of estimated returns                         13,956              18,008
                                            ---------------     ----------------
                                                  46,847              46,356
Less allowance for doubtful accounts                (708)               (655)
                                            ---------------     ----------------
                                              $   46,139         $    45,701
                                            ===============     ================

Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine returns of $57,596,000 at October 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  ($21,100,000 was netted at
October 31, 2008 and $22,703,000 at April 30, 2008) 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):

                                              October 31,           April 30,
                                                  2008                2008
                                            ---------------    -----------------
Land held for long-term investment            $    9,754         $     9,771
                                            ---------------    -----------------
Commercial rental properties:
 Land, buildings and improvements                    754                 754
 Furniture and fixtures                               40                  40
                                            ---------------    -----------------
                                                     794                 794
 Less accumulated depreciation                      (275)               (265)
                                            ---------------    -----------------
                                                     519                 529
                                            ---------------    -----------------
                                              $   10,273         $    10,300
                                            ===============    =================

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

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

                                              October 31,           April 30,
                                                 2008                  2008
                                            ---------------    -----------------
Land, buildings and improvements              $   17,868         $    17,875
Furniture and equipment and other                 45,810              45,300
                                            ---------------    -----------------
                                                  63,678              63,175
Less accumulated depreciation                    (37,067)            (34,261)
                                            ---------------    -----------------
                                              $   26,611         $    28,914
                                            ===============    =================


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

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

                                                      October 31, 2008                          April 30, 2008
                                             ------------------------------------     -----------------------------------
                                                 Cost              Accumulated            Cost             Accumulated
                                                                  Amortization                            Amortization
                                             --------------      ----------------     -------------      ----------------

Software development costs                   $   10,139          $      4,877         $    10,017        $      3,780
Deferred order entry costs                        5,185                     -               5,681                   -
Prepaid expenses                                  3,666                     -               3,047                   -
Customer contracts and relationships             15,000                 2,237              15,000               1,613
Other                                             3,022                 1,065               2,430                 869
                                             --------------      ----------------     -------------      ----------------
                                             $   37,012          $      8,179         $    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 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):

                                             October 31,            April 30,
                                                2008                 2008
                                          -----------------     ----------------
Publisher payables, net                     $    65,877           $    77,003
Accrued expenses                                  5,444                 5,000
Trade payables                                    4,714                 5,753
Other                                             9,121                10,776
                                          -----------------     ----------------
                                            $    85,156           $    98,532
                                          =================     ================


As described in Note 2, pursuant to the 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  ($21,100,000 was
netted at October  31,  2008 and  $22,703,000  at April 30,  2008)  against  the
related  accounts  payable due the  publisher on the  accompanying  consolidated
balance sheets.

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

Notes payable consist of the following (in thousands):

                                             October 31,            April 30,
                                                2008                 2008
                                          -----------------     ----------------
Notes payable:
 Line-of-credit borrowings:
   Real estate operations                   $     23,900          $    18,000
   Media services operations                      13,133                4,582
 Real estate operations term loan                      -                2,774
 Other notes payable                                 485                  624
                                          -----------------     ----------------
                                            $     37,518          $    25,980
                                          =================     ================

(8)  Taxes
     -----

The unrecognized tax benefits pursuant to Financial  Accounting  Standards Board
Interpretation No. 48 ("FIN 48"),  "Accounting for Uncertainty in Income Taxes",
were  $2,076,000 at  October 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 Financial  Accounting  Standards  Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 157,  "Fair Value
Measurements". 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 Company's adoption of SFAS
No. 157 for financial assets and financial  liabilities,  effective May 1, 2008,
did not have an impact on its  consolidated  financial  position  or  results of
operations.

                                       7
<PAGE>

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 permits  entities to choose,  at specified  election
dates,  to measure many  financial  instruments  and certain 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.  SFAS  No. 159 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 six
month  period  ended  October  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
     -------------------------------------

In  October  2008,  the  Company  announced  a  project  to unify  its  magazine
subscription,  membership and direct mail fulfillment  services under one brand,
Palm Coast Data,  and in one location,  Palm Coast,  Florida.  This  unification
project is expected to  streamline  operations,  improve  service to clients and
create cost  efficiencies  through reduced overhead costs and the elimination of
operating redundancies. The Company is still evaluating various alternatives for
this  expansion,  which could be in the range of  $15,000,000  to $20,000,000 in
capital  expenditures.  The  project  is  scheduled  to be  implemented  over  a
two-to-three  year  period,  and over  that  period  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 program, including cash and
employee  training  grants  and tax  relief,  which  could  amount to as much as
$8,000,000,  largely  contingent on existing job retention and new job creation.
Previously  during  fiscal  2008,  the  Company  announced  (i) one  significant
workforce  reduction in its Fulfillment  Services  business that occurred in the
second quarter of fiscal 2008, (ii) a plan to redistribute the work performed at
the Marion, Ohio facility of its Fulfillment Services business and the scheduled
closing of that facility that was  substantially  completed in August 2008,  and
(iii) the  consolidation of fulfillment  operations  customer call centers.  The
Company  incurred total costs  directly  related to the  unification  project of
$75,000 and $573,000 in the second quarter and first six months of 2009 compared
to $117,000 and $419,000 for the same periods of 2008, principally for severance
and consulting  costs.  These costs are included in the  Restructuring  and fire
recovery costs in the Company's  consolidated  statements of income and retained
earnings.

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 filled 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  November
30, 2008, the Company's  insurance  carrier had paid  approximately  $164,000 to


                                       8
<PAGE>

customers for lost materials.  The Company also recorded in the first quarter of
2009 $173,000 of other income for a business  interruption  claim resulting from
the fire.  The  Company  believes  that the net  effect of the  outcome of other
pending or unasserted claims 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.

The Company  recorded  charges to  operations  of $50,000 and  $139,000  for the
second  quarter  and first six months of 2009  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 and retained earnings.

In June 2008, a lawsuit was brought  against the  Company's  Kable News Company,
Inc.  subsidiary by the owner of the warehouse building leased by the subsidiary
that was totally  destroyed  in the fire.  A  temporary  staffing  company  that
provided  the  subsidiary  with an employee who is alleged to have had a role in
causing  the fire  while  operating  a forklift  is also  named as a  defendant.
Plaintiff  claims  specific  to Kable News are with  negligence  and willful and
wanton misconduct.  The Company's  liability insurance provides coverage for the
negligence claim up to the policy limit,  which may or may not be as much as the
full  amount of  plaintiff's  claimed  damages,  which is  unknown at this time.
Additionally, the insurance carrier has indicated it intends to deny coverage of
the  willful  and wanton  misconduct  claim.  The  Company  believes it has good
defenses to the claims and potential  cross-claims against the other parties for
their  conduct in the matter,  and  intends  vigorously  to defend the  lawsuit.
However,  the  proceeding is in the discovery  phase and the Company is not in a
position to offer a prediction as to its outcome.

(12) Subsequent Events
     -----------------

On November 7, 2008, the Company announced the purchase,  through a newly-formed
subsidiary of Kable Media  Services,  Inc.,  of certain  assets of Service Parts
Supply  Corp.   ("SPS"),  a  privately-held   company  engaged  in  the  product
repackaging and fulfillment  industry located in Fairfield,  Ohio. In a separate
transaction, another Company subsidiary acquired a 191,000 square foot warehouse
leased by SPS. These  transactions  are expected to provide  benefits to many of
the  customers  of the  Company's  product  fulfillment  subsidiary  through the
combination  of that  subsidiary's  services  with those to be provided with the
purchased SPS assets. Lastly, on the same date, another newly-formed  subsidiary
of Kable Media Services, Inc. purchased certain assets of Resource One Staffing,
LLC, a provider of temporary  staffing  services that was  majority-owned by the
same  individual  who owned  SPS.  The  aggregate  purchase  price of the assets
purchased  in the  three  transactions  was  approximately  $7,500,000,  and was
financed  from  working  capital,  bank  borrowings  and  the  assumption  of  a
$4,800,000 mortgage on the warehouse.

On November  26, 2008, a lawsuit was brought  against the  Company's  Kable News
Company,  Inc. ("Kable News") subsidiary by a magazine publisher and a number of
insurance companies as the subrogees of other magazine publishers whose property
stored by Kable  News in the  warehouse  was  destroyed  in the fire.  The three
defendants  are the  warehouse  owner,  Kable  News and the  temporary  staffing
company  that  provided an employee who is alleged to have had a role in causing
the fire.  Plaintiffs'  claims specific to Kable News are negligence,  breach of
contract and willful and wanton  misconduct.  The complaint  seeks damages in an
amount in excess of  $1,000,000.  The Company  believes that Kable News has good
defenses to the claims and potential  cross-claims against the other parties for
their  conduct in the matter,  and  intends  vigorously  to defend the  lawsuit.
However,  the proceeding is in its very earliest stage and the Company is not in
a position to offer a prediction as to its outcome.



                                       9
<PAGE>

(13) 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 and six
month periods ended October 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 October 31, 2008:
Revenues                                     $     5,001    $    32,158    $      3,096       $       35      $    40,290

Income (loss) from continuing operations           2,361            (23)            210              347            2,895
Provision (benefit) for income taxes from
   continuing operations                           1,534            (13)            195              138            1,854
                                             -----------------------------------------------------------------------------------
Income (loss) from continuing operations
   before income taxes                             3,895            (36)            405              485            4,749
Interest expense (income), net (b)                     -            849            (312)            (390)             147
Depreciation and amortization                         11          2,259             145                -            2,415
                                             -----------------------------------------------------------------------------------
EBITDA (c)                                   $     3,906    $     3,072    $        238       $       95      $     7,311
                                             -----------------------------------------------------------------------------------

Capital expenditures                         $         7    $       463    $          5       $        -      $       475

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

Three months ended October 31, 2007 (a):
Revenues                                     $     6,428    $    32,036    $      3,556       $       70      $    42,090

Income from continuing operations                  2,347            134             560              426            3,467
Provision for income taxes from continuing
   operations                                      1,378             86             321              251            2,036
                                             -----------------------------------------------------------------------------------
Income (loss) from continuing operations
   before income taxes                             3,725            220             881              677            5,503
Interest expense (income), net (b)                     -          1,394            (383)            (674)             337
Depreciation and amortization                         61          2,405             243                1            2,710
                                             -----------------------------------------------------------------------------------
EBITDA (c)                                   $     3,786    $     4,019    $        741       $        4      $     8,550
                                             -----------------------------------------------------------------------------------

Capital expenditures                         $       277    $     1,851    $         21       $        3      $     2,152

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

</TABLE>


                                       10
<PAGE>

<TABLE>
<S>                                          <C>            <C>            <C>                <C>             <C>
                                                                              Newsstand
                                             Real Estate     Fulfillment    Distribution
                                              Operations      Services        Services         Corporate       Consolidated
--------------------------------------------------------------------------------------------------------------------------------
Six months ended October 31, 2008:
Revenues                                     $     6,530    $    62,826     $     6,451       $       53      $    75,860

Income (loss) from continuing operations           2,460           (723)            580              649            2,966

Provision (benefit) for income taxes from
   continuing operations                           1,592           (425)            413              315            1,895
                                             -----------------------------------------------------------------------------------
Income (loss) from continuing operations
   before income taxes                             4,052         (1,148)            993              964            4,861
Interest expense (income), net (b)                     -          1,681            (618)            (804)             259
Depreciation and amortization                         20          4,510             285                3            4,818
                                             -----------------------------------------------------------------------------------
EBITDA (c)                                   $     4,072    $     5,043    $        660       $      163      $     9,938
                                             -----------------------------------------------------------------------------------

Capital expenditures                         $         8    $       641    $         10       $        1      $       660

--------------------------------------------------------------------------------------------------------------------------------
Six months ended October 31, 2007 (a):
Revenues                                     $    25,291    $    61,023    $      6,867       $      268      $    93,449

Income (loss) from continuing operations           9,727         (1,725)            808              977            9,787
Provision (benefit) for income taxes from
   continuing operations                           5,712         (1,004)            464              575            5,747
                                             -----------------------------------------------------------------------------------
Income (loss) from continuing operations
   before income taxes                            15,439         (2,729)          1,272            1,552           15,534
Interest expense (income), net (b)                     -          2,861            (869)          (1,367)             625
Depreciation and amortization                        116          4,736             487                3            5,342
                                             -----------------------------------------------------------------------------------
EBITDA (c)                                   $    15,555    $     4,868    $        890       $      188      $    21,501
                                             -----------------------------------------------------------------------------------

Capital expenditures                         $     1,179    $     2,800    $         37       $        3      $     4,019

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

     (a)  Segment  information  does  not  include  net loss  from  discontinued
          operations of $57,000 in the six months ended October 31, 2007.
     (b)  Interest expense (income),  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.

</TABLE>


                                       11
<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 second  quarter or first six months of 2009 and
2008 mean the fiscal  three and six month  periods  ended  October  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 April
30, 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  April  30,  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
these 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  Statement  of  Financial  Accounting  Standards  ("SFAS")
No. 157, "Fair Value Measurements",  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",  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 new  accounting  policies
during the quarter ended October 31, 2008.


                                       12
<PAGE>

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

For the second quarter of 2009, net income was  $2,895,000,  or $0.48 per share,
compared to net income of $3,467,000,  or $0.55 per share, in the second quarter
of 2008.  Results for the second  quarters of 2009 and 2008 were  entirely  from
continuing  operations.  For the first six months of fiscal 2009, net income was
$2,966,000,  or $0.49 per share, compared to net income of $9,730,000,  or $1.50
per share, for the same period of 2008. Results for the first six months of 2009
were from continuing  operations  while results for the first six months of 2008
included a loss on discontinued  operations of $57,000, net of tax, 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 fiscal 2007.  Revenues were $40,290,000 and $75,860,000
in the second quarter and first six months of 2009 compared to  $42,090,000  and
$93,449,000 in the same periods last year.

Revenues from land sales at AMREP  Southwest were  $4,810,000 and $6,073,000 for
the three and six month  periods  ended  October 31, 2008 compared to $3,161,000
and  $21,311,000  for the same  periods  of the  prior  year.  The  increase  of
$1,649,000  for the second  quarter of 2009 compared to the same quarter of 2008
reflected the sale in this period's second quarter of  approximately 50 acres of
undeveloped land for $3,849,000.  Except for this sale, the Company continues to
experience  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.  In total,  second  quarter land sales  revenues  and gross  profits in
fiscal 2009 were from the sale of  approximately  87 acres of undeveloped  land,
including the  aforementioned  sale of  approximately 50 acres to one purchaser,
and the sale of three developed  residential  lots,  while in the same period of
fiscal  2008  they  were  from  the  sale of 58  developed  residential  lots to
homebuilders and commercial developers as well as from the sale of approximately
11 acres of  undeveloped  land.  In  addition,  the trend of  declining  permits
for new home construction in the Rio Rancho area also continues,  with 28% fewer
single-family  residential building permits issued during the first ten calendar
months of 2008  compared to the same period in 2007.  The Company  believes that
this decline is generally  consistent with the  well-publicized  problems of the
national home building  industry and credit  markets,  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  have  slowed  the  pace of  building  on  developed  lots
previously purchased from the Company in Rio Rancho and 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.



                                       13
<PAGE>

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 second quarter and first six months of
fiscal 2009 and 2008, the Company's land sales in Rio Rancho were as follows:

<TABLE>
<S>                       <C>           <C>            <C>             <C>            <C>            <C>
                          --------------------------------------------------------------------------------------
                                           2008                                          2007
                          ---------------------------------------      -----------------------------------------
                                                       Revenues                                       Revenues
                           Acres        Revenues       Per Acre         Acres         Revenues        Per Acre
                            Sold        (in 000s)      (in 000s)         Sold         (in 000s)       (in 000s)
                          ---------    -----------    -----------      --------      ------------    -----------

Three months ended
October 31:
 Developed
   Residential               0.4        $    86        $   244           10.0         $   2,740       $    274
   Commercial                  -              -              -              -                 -              -
                          ---------    -----------    -----------      --------      ------------    -----------
 Total Developed             0.4             86            244           10.0             2,740            274
 Undeveloped                87.1          4,724             54           11.0               421             38
                          ---------    -----------    -----------      --------      ------------    -----------
   Total                    87.5        $ 4,810        $    55           21.0         $   3,161       $    151
                          ---------    -----------    -----------      --------      ------------    -----------

Six months ended
October 31:
 Developed
   Residential               1.8        $   428        $   238           30.0         $   9,468       $    316
   Commercial                1.0            126            126           14.0             2,921            209
                          ---------    -----------    -----------      --------      ------------    -----------
 Total Developed             2.8            554            198           44.0            12,389            282
 Undeveloped               131.9          5,519             42          302.0             8,922             30
                          ---------    -----------    -----------      --------      ------------    -----------
   Total                   134.7       $  6,073        $    45          346.0         $  21,311       $     62
                          ---------    -----------    -----------      --------      ------------    -----------
</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 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 undeveloped  land in the
second quarter of 2009 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 average  selling  prices.  The
average gross profit percentage on land sales increased from 50% and 66% for the
second  quarter and first six months of 2008 to 97% and 91% for the same periods
in 2009. This increase was attributable to the mix of land sold, and principally
was the result of the previously  described 50 acre sale of undeveloped  land in
the second quarter of 2009 to one purchaser  with revenues of $3,849,000,  which
contributed a gross profit of $3,825,000 (99%). Revenues, gross profits, average
sales  prices 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,  remained nearly unchanged for the second quarter of 2009
versus the same  period in 2008,  totaling  $35,254,000  this year  compared  to
$35,592,000 last year, and increased from $67,890,000 in the first six months of
2008 to  $69,277,000  for the same period in 2009.  The six month  increase  was
primarily  attributable to the Company's Fulfillment Services operations,  where
revenues were  $32,158,000  and $62,826,000 for the second quarter and first six
months of 2009 compared to  $32,036,000  and  $61,023,000 in the same periods of
the prior year.  The principal  reason for the revenue  increase in 2009 was the
net effect of revenue  gains from new and  existing  clients that were offset in
part by  reduced  and  lost  business  from  certain  customers.  Revenues  from
Newsstand   Distribution  Services  operations  decreased  from  $3,556,000  and


                                       14
<PAGE>

$6,867,000 for the second quarter and first six months of 2008 to $3,096,000 and
$6,451,000  for the same  periods in 2009,  primarily  reflecting a softening of
magazine newsstand demand.  Kable's operating expenses increased by $172,000 and
$552,000  for the second  quarter  and first six months of 2009  compared to the
same periods in 2008,  primarily  attributable to computer  systems  integration
costs and consulting costs of the Fulfillment Services business.

In  October  2008,  the  Company  announced  a  project  to unify  its  magazine
subscription,  membership and direct mail fulfillment  services under one brand,
Palm Coast Data,  and in one location,  Palm Coast,  Florida.  This  unification
project is expected to  streamline  operations,  improve  service to clients and
create cost  efficiencies  through reduced overhead costs and the elimination of
operating redundancies. The Company is still evaluating various alternatives for
this  expansion,  which could be in the range of  $15,000,000  to $20,000,000 in
capital  expenditures.  The  project  is  scheduled  to be  implemented  over  a
two-to-three  year  period,  and over  that  period  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 program, including cash and
employee  training  grants  and tax  relief,  which  could  amount to as much as
$8,000,000,  largely  contingent on existing job retention and new job creation.
Previously  during  fiscal  2008,  the  Company  announced  (i) one  significant
workforce  reduction in its Fulfillment  Services  business that occurred in the
second quarter of fiscal 2008, (ii) a plan to redistribute the work performed at
the Marion, Ohio facility of its Fulfillment Services business and the scheduled
closing of that facility that was  substantially  completed in August 2008,  and
(iii) the  consolidation of fulfillment  operations  customer call centers.  The
Company  incurred total costs  directly  related to the  unification  project of
$75,000 and $573,000 in the second quarter and first six months of 2009 compared
to $117,000 and $419,000 for the same periods of 2008, principally for severance
and consulting  costs.  These costs are included in the  Restructuring  and fire
recovery costs in the Company's  consolidated  statements of income and retained
earnings.

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 filled back-issue orders as part of its services.
The Company has filed a  preliminary  claim with its  insurance  carrier 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  November
30, 2008, the Company's  insurance provider had paid  approximately  $164,000 to
customers for lost materials.  The Company also recorded in the first quarter of
2009 $173,000 of other income for a business  interruption  claim resulting from
the fire.  The  Company  believes  that the net  effect of the  outcome of other
pending or unasserted claims 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.

The Company  recorded  charges to  operations  of $50,000 and  $139,000  for the
second  quarter  and first six months of 2009  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 and retained earnings.

Interest and other revenues  decreased  $3,129,000 and $3,776,000 for the second
quarter  and six month  periods  ended  October  31,  2008  compared to the same
periods in the prior year,  primarily  due to a pre-tax  gain from the sale of a
commercial  property  ($1,873,000)  and  the  forfeiture  of a  deposit  for the
purchase  of  land by a  homebuilder  who did not  exercise  a  purchase  option
($618,000) in the second quarter of 2008, with no similar transactions occurring
in the first six months of 2009. To a lesser extent, interest and other revenues
were also lower in the first six months of 2009  compared  to the same period in
2008 due to lower cash balances.

                                       15
<PAGE>

Real estate  commissions and selling  expenses were generally  unchanged for the
quarter ended October 31, 2008 compared to the same period in 2007.  For the six
month  period  ended  October  31,  2008,  real estate  commissions  and selling
expenses decreased $172,000 principally due to the reduced volume of land sales.
Other operating  expenses  decreased $179,000 and $391,000 for the three and six
month  periods  ended  October 31, 2008  compared to the same periods last year,
primarily due to the previously  mentioned sale of a commercial  property in the
second quarter last year, which eliminated related operating expenses.

General and  administrative  expenses  of Media  Services  operations  increased
$651,000 and $92,000 in the second quarter and first six months of 2009 compared
to the same periods in 2008, primarily due to the aforementioned consulting fees
associated with the unification  project of the Fulfillment  Services  business.
Real  estate  operations  and  corporate  general  and  administrative   expense
decreased  $96,000 and $113,000  for the second  quarter and first six months of
2009, primarily due to reduced professional fees.

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
$10,084,000  at October  31,  2008  reflecting  the net  effect of (i)  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  second  quarter  of 2009 and (ii) the  reclassification  of
approximately  $1,962,000 to real estate  inventory from  receivables  resulting
from the receipt of deeds in lieu of foreclosure  related to delinquent mortgage
notes  receivable.  Receivables  from Media Services  operations  increased from
$45,701,000 at April 30, 2008 to $46,139,000 at October 31, 2008,  primarily due
to the effect of higher  quarter-end  billings at October  31, 2008  compared to
April 30, 2008.

Real  estate   inventory  was  $76,423,000  at  October  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 $69,213,000
at October 31, 2008, primarily reflecting the net effect of development spending
and  land  sales  and the  reclassification  of  mortgage  notes  receivable  to
inventory  discussed above.  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 $85,156,000 at October 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 ($21,100,000 was netted at October 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.




                                       16
<PAGE>


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

Restricted cash of $3,840,000 reflects amounts held in escrow that were received
in connection  with the sale of investment  assets that are  identified as "1031
Exchange  assets"  and which  are  restricted  pending  the  identification  and
purchase of replacement assets.

Capital expenditures for property,  plant and equipment,  primarily for computer
hardware  and  software  development  expenditures  related  to the  Fulfillment
Services  business,  totaled  $660,000 and $2,927,000 in the first six months of
2009 and 2008. In addition,  in the first six months of 2008,  the Company spent
$1,092,000 for certain real estate investment  assets. The Company believes that
it has adequate  cash and financing  capability  to provide for its  anticipated
future capital expenditures.

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

The Company's subsidiaries have various 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 October 31, 2008.

AMREP  Southwest has a $25,000,000  revolving  credit  facility with a bank that
matures  in  September,  2009.  As a result  of the  extreme  volatility  in the
financial  markets,  the cost of obtaining  money has increased and many lenders
have increased  interest rates,  imposed tighter lending  standards,  refused to
refinance  existing  debt at maturity on terms  similar to current terms and, in
some cases,  have ceased to provide funding to borrowers.  The bank has recently
informed AMREP Southwest that it presently  anticipates,  as a matter of policy,
discussing a renewal of the  arrangement  and  providing a terms letter  90-days
prior to the  expiration of the current  agreement;  however,  the bank has also
indicated that, due to the credit markets and the real estate economy,  it would
expect  different  terms and  conditions,  including a higher  interest rate, in
order to extend the line.

With  respect  to the Kable  Fulfillment/Palm  Coast  Data  unification  project
described above in Results of Operations,  the Company expects that this project
will include a two-to-three year capital expansion program. The Company is still
evaluating various alternatives for this expansion,  which could be in the range
of  $15,000,000  to  $20,000,000,  of which  $3,800,000  is  contemplated  to be
provided by AMREP  Southwest in the form of an "IRS  Section 1031  reinvestment"
purchase  of an office  building  that will be leased  back to Palm  Coast.  The
Company  estimates that the  implementation  of this program will also result in
approximately $6,000,000 of non-recurring cash costs for severance, training and
transition,  facility  closings  and  equipment  relocation.  To  assist  in the
program,  Palm  Coast has  procured  approximately  $8,000,000  of  governmental
incentives from the State of Florida and the City of Palm Coast for the program,
including  cash and  employee  training  grants and tax relief  that are largely
contingent on existing job  retention and new job creation.  The Company is also
in  various  stages of  discussions  with  several  possible  lenders to provide
financing for part of this expansion,  with the balance anticipated to be funded
from operations.

In both of the above  cases,  there can be no assurance  the required  financing
will be available on satisfactory terms.

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 October  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                  $ 37,518         $ 25,928         $ 11,377         $   213           $     -
Operating leases and other       26,811            5,511           10,809           7,076             3,415
                             -----------    --------------    -------------     -------------    --------------
Total                          $ 64,329         $ 31,439         $ 22,186         $ 7,289           $ 3,415
                             ===========    ==============    =============     =============    ==============
</TABLE>

The  increase  in  notes  payable  from  April  30,  2008  was due to  increased
borrowings by AMREP  Southwest and Media  Services.  Operating  leases and other
includes  liabilities  of $2,890,000  related to  unrecognized  tax benefits and
related accrued  interest  recorded in accordance with FIN 48. Refer to Notes 9,
14 and 16


                                       17
<PAGE>

to the  consolidated  financial  statements  included  in the 2008 Form 10-K for
additional information on long-term debt and commitments and contingencies.

Pension Plan
------------

With the recent  substantial  declines  in the global  equity and debt  markets,
there has been a  substantial  decline in the fair market value of the assets in
the  Retirement  Plan  for  Employees  of  AMREP  Corporation   ("Plan"),   from
$27,225,000 at April 30, 2008 to approximately $17,900,000 at November 30, 2008,
which will likely result in additional funding  requirements from the Company to
the Plan  beginning  in  calendar  2009.  Funding  requirements  to the Plan are
determined  based upon the  provisions  of the Pension  Protection  Act of 2006,
which generally  requires "full funding" (as defined) of defined benefit pension
plans to be made over a seven year period. The amount that may be required to be
funded by the Company is not  presently  determinable,  as it will be based upon
the fair  market  value of assets  of the Plan as  compared  to the  actuarially
computed value of the Plan's vested liabilities, in each case as of December 31,
2008. In addition,  the change in the previously  accrued pension  liability for
the Plan based upon the fair  market  value of assets  compared  to the  pension
benefit  obligation  as of April 30, 2009 will be  reflected  as a component  of
comprehensive income or loss in the Company's 2009 financial statements.

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
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 unification
project of the Fulfillment  Services  business  (including the 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 concerns
of future pension plan funding obligations. 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.



                                       18
<PAGE>


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 October 31, 2008,  borrowings  of
$33,342,000 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 1.  Legal Proceedings
-------  -----------------

Reference is made to paragraph B of Item 3 of the 2008 Form 10-K which reports a
lawsuit  commenced in June 2008 against the Company's  Kable News Company,  Inc.
("Kable News")  subsidiary by the owner of a warehouse leased by Kable News that
was totally destroyed in a fire in December 2007. On November 26, 2008 a lawsuit
captioned  Alpinist,  et al v. Haan, et al was filed in the Circuit Court of the
           -------------------------------
Fifteenth Judicial Circuit Ogle County,  Illinois. The plaintiffs are a magazine
publisher and a number of insurance companies as the subrogees of other magazine
publishers whose property stored by Kable News in the warehouse was destroyed in
the fire.  The three  defendants  are the  warehouse  owner,  Kable News and the
temporary  staffing company that provided an employee who is alleged to have had
a role in  causing  the fire.  Plaintiffs'  claims  specific  to Kable  News are
negligence,  breach of contract and willful and wanton misconduct. The complaint
seeks damages in an amount in excess of  $1,000,000.  The Company  believes that
Kable News has good  defenses to the claims and potential  cross-claims  against
the other  parties for their  conduct in the matter,  and intends  vigorously to
defend the lawsuit.  However,  the  proceeding is in its very earliest stage and
the Company is not in a position to offer a prediction as to its outcome.


Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------

The 2008 Annual Meeting of Shareholders of the Company was held on September 15,
2008.  At the  meeting,  Nicholas G.  Karabots,  Albert V. Russo and Jonathan B.
Weller were re-elected directors of the Company by the following votes:

                                                     For             Withheld
                                                     ---             --------
          Nicholas G. Karabots                    5,468,830          378,697
          Albert V. Russo                         5,803,531           43,996
          Jonathan B. Weller                      5,804,288           43,239




                                       19
<PAGE>


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.



                                       20
<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:  December 10, 2008       AMREP CORPORATION
                                 (Registrant)

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




                                       21
<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.










                                       22