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              January 31, 2007
                               -------------------------------------------------
                                       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 or a  non-accelerated  filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

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

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
January 31, 2007 - 6,653,112.
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES

                                      INDEX
                                      -----


PART I.  FINANCIAL INFORMATION                                         PAGE NO.

Item 1.  Financial Statements

         Consolidated Balance Sheets (Unaudited)
                January 31, 2007 and April 30, 2006                        1

         Consolidated Statements of Operations and Retained Earnings
            (Unaudited) Three Months Ended January 31, 2007 and 2006       2

         Consolidated Statements of Operations and Retained Earnings
            (Unaudited) Nine Months Ended January 31, 2007 and 2006        3

         Consolidated Statements of Cash Flows (Unaudited)
            Nine Months Ended January 31, 2007 and 2006                    4

         Notes to Consolidated Financial Statements                      5 - 11

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                     11 - 15

Item 3. Quantitative and Qualitative Disclosures About Market Risk         15

Item 4. Controls and Procedures                                            16

PART II.  OTHER INFORMATION

Item 1A. Risk Factors                                                      16

Item 6.  Exhibits                                                          17

SIGNATURE                                                                  17

EXHIBIT INDEX                                                              18





<PAGE>



3


                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
-------  --------------------
<TABLE>

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

<S>                                                                                <C>                   <C>
                                                                                         January 31,            April 30,
                                                                                            2007                   2006
                                                                                   ------------------    -------------------

ASSETS:
Cash and cash equivalents                                                          $      46,626         $        46,882
Receivables, net:
  Real estate operations                                                                  22,480                  14,592
  Media services operations                                                               53,353                  37,140
                                                                                   ------------------    -------------------
                                                                                          75,833                  51,732

Real estate inventory                                                                     40,148                  47,533
Investment assets, net                                                                    12,018                  11,586
Property, plant and equipment, net                                                        31,817                  10,879
Other assets, net                                                                         35,222                  15,238
Goodwill                                                                                  54,661                   5,191
                                                                                   ------------------    -------------------
     TOTAL ASSETS                                                                  $     296,325          $      189,041
                                                                                   ==================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable and accrued expenses                                              $      73,946          $       39,382
Deferred revenue                                                                           7,891                   7,741
Notes payable:
 Amounts due within one year                                                               4,438                   1,673
 Amounts subsequently due                                                                 41,879                   4,343
                                                                                   ------------------    -------------------
                                                                                          46,317                   6,016

Taxes payable                                                                              2,513                   4,548
Deferred income taxes                                                                      9,802                   9,150
Accrued pension cost                                                                       3,385                   3,234
                                                                                    ------------------    -------------------
    TOTAL LIABILITIES                                                                    143,854                  70,071
                                                                                    ------------------    -------------------

SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
    Shares authorized - 20,000,000; 7,419,204 shares issued
    at January 31, 2007 and 7,417,204 at April 30, 2006                                      741                     741
Capital contributed in excess of par value                                                46,073                  45,772
Retained earnings                                                                        115,023                  81,875
Accumulated other comprehensive loss, net                                                 (4,072)                 (4,072)
Treasury stock, at cost; 766,092 shares at January 31, 2007
 and 773,592 shares at April 30, 2006                                                     (5,294)                 (5,346)
                                                                                    ------------------    -------------------
     TOTAL SHAREHOLDERS' EQUITY                                                          152,471                 118,970
                                                                                    ------------------    -------------------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $    296,325           $     189,041
                                                                                    ==================    ===================

</TABLE>

                 See notes to consolidated financial statements.

                                       1
<PAGE>

<TABLE>

                                         AMREP CORPORATION AND SUBSIDIARIES
                       Consolidated Statements of Operations and Retained Earnings (Unaudited)
                                    Three Months Ended January 31, 2007 and 2006
                                        (Thousands, except per share amounts)

<S>                                                                                 <C>                    <C>
                                                                                            2007                    2006
                                                                                    -----------------      -------------------
REVENUES:
Real estate operations - land sales                                                  $    16,563            $     12,621

Media services operations                                                                 24,116                  22,449

Interest and other                                                                         1,510                     519
                                                                                    -----------------      -------------------
                                                                                          42,189                  35,589
                                                                                    -----------------      -------------------
COSTS AND EXPENSES:
Real estate cost of sales - land sales                                                     6,731                   6,618
 Operating expenses:
   Media services operating expenses                                                      20,296                  18,989
   Real estate commissions and selling                                                       273                     480
   Other operations                                                                          214                     311

General and administrative:
   Media services operations                                                               2,329                   1,782
   Real estate operations and corporate                                                    1,195                   1,039
Interest expense                                                                             152                      78
                                                                                     -----------------      -------------------
                                                                                          31,190                  29,297
                                                                                     -----------------      -------------------
    Income before income taxes                                                            10,999                   6,292

PROVISION  FOR  INCOME TAXES                                                               4,069                   1,051
                                                                                     -----------------      -------------------
NET INCOME                                                                                 6,930                   5,241
DIVIDENDS PAID                                                                                 -                 (23,226)
RETAINED EARNINGS, beginning of period                                                   108,093                  89,471
                                                                                     -----------------      -------------------
RETAINED EARNINGS, end of period                                                      $  115,023             $    71,486
                                                                                     =================      ===================
EARNINGS PER SHARE - BASIC AND DILUTED                                                $     1.04             $      0.79
                                                                                     =================      ===================
WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                                                                    6,653                   6,635
                                                                                     =================      ===================


</TABLE>

                 See notes to consolidated financial statements.

                                       2
<PAGE>


<TABLE>

                                             AMREP CORPORATION AND SUBSIDIARIES
                          Consolidated Statements of Operations and Retained Earnings (Unaudited)
                                        Nine Months Ended January 31, 2007 and 2006
                                           (Thousands, except per share amounts)

<S>                                                                                 <C>                    <C>
                                                                                            2007                    2006
                                                                                    -----------------      -------------------
REVENUES:
Real estate operations - land sales                                                  $    80,760            $     31,680

Media services operations                                                                 67,855                  67,299

Interest and other                                                                         7,898                   1,471
                                                                                    -----------------      -------------------
                                                                                         156,513                 100,450
                                                                                    -----------------      -------------------
COSTS AND EXPENSES:
Real estate cost of sales - land sales                                                    26,215                  16,746
 Operating expenses:
   Media services operating expenses                                                      57,121                  55,971
   Real estate commissions and selling                                                     1,187                   1,058
   Other operations                                                                          766                     927

General and administrative:
   Media services operations                                                               5,646                   5,926
   Real estate operations and corporate                                                    3,672                   3,168
Interest expense                                                                             326                     287
                                                                                    -----------------     -------------------
                                                                                          94,933                  84,083
                                                                                    -----------------     -------------------
    Income from continuing operations before income taxes                                 61,580                  16,367

PROVISION  FOR  INCOME TAXES FROM CONTINUING OPERATIONS                                   22,784                   4,262
                                                                                    -----------------     -------------------
INCOME FROM CONTINUING OPERATIONS                                                         38,796                  12,105

INCOME FROM OPERATIONS OF DISCONTINUED  BUSINESS (NET OF INCOME TAXES)                         -                   3,556
                                                                                    -----------------     -------------------
NET INCOME                                                                                38,796                  15,661

RETAINED EARNINGS, beginning of period                                                    81,875                  82,695

DIVIDEND PAID                                                                             (5,648)                (26,870)
                                                                                    -----------------     -------------------
RETAINED EARNINGS, end of period                                                     $   115,023           $      71,486
                                                                                    =================     ===================

EARNINGS PER SHARE - BASIC AND DILUTED:
  CONTINUING OPERATIONS                                                              $      5.84           $        1.83
  DISCONTINUED OPERATIONS                                                                      -                    0.53
                                                                                    -----------------     -------------------
EARNINGS PER SHARE - BASIC AND DILUTED                                               $      5.84           $        2.36
                                                                                    =================     ===================
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                                                       6,648                   6,631
                                                                                    =================     ===================

</TABLE>

                 See notes to consolidated financial statements.

                                       3
<PAGE>

<TABLE>

                                             AMREP CORPORATION AND SUBSIDIARIES
                                      Consolidated Statements of Cash Flows (Unaudited)
                                         Nine Months Ended January 31, 2007 and 2006
                                                         (Thousands)

<S>                                                                                 <C>                     <C>
                                                                                            2007                    2006
                                                                                    -----------------       -------------------
      CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income                                                                    $    38,796             $      15,661
                                                                                    -----------------       -------------------
       Adjustments to reconcile net income to net cash provided by
       operating activities:
        Depreciation and amortization                                                      4,604                   4,055
        Non-cash credits and charges:
          Pension expense accrual                                                            151                     154
          Provision for doubtful accounts                                                     47                    (116)
        Stock based compensation - Directors' Plan                                           339                     205
        Gain on condemnation of utility company                                                -                  (5,516)
        Changes in assets and liabilities:
          Receivables                                                                    (14,066)                   (302)
          Real estate inventory                                                            7,426                   1,161
          Other assets                                                                    (2,972)                 (3,029)
          Accounts payable and accrued expenses                                           26,933                  (1,467)
          Deferred revenue                                                                   150                       -
          Taxes payable                                                                   (2,035)                     (1)
          Deferred income taxes                                                            3,077                     637
                                                                                    -----------------       -------------------
            Total adjustments                                                             23,654                  (4,219)
                                                                                    -----------------       -------------------
            Net cash provided by operating activities                                     62,450                  11,442
                                                                                    -----------------       -------------------
      CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures:
         Property, plant, and equipment                                                   (1,346)                 (3,765)
         Purchase of investment assets                                                    (2,564)                      -
         Purchase of business, net of cash acquired                                      (95,521)                      -
         Proceeds from condemnation of utility company                                         -                   4,047
         Proceeds from sale of assets                                                      2,058                       -
                                                                                    -----------------       -------------------
           Net cash provided (used) by investing activities                              (97,373)                    282
                                                                                    -----------------       -------------------
      CASH FLOWS FROM FINANCING ACTIVITIES:

       Proceeds from debt financing                                                       66,293                  24,139
       Principal debt payments                                                           (25,992)                (24,529)
       Exercise of stock options                                                              14                      40
       Dividends paid                                                                     (5,648)                (26,870)
                                                                                    -----------------       -------------------
          Net cash provided (used) by financing activities                                34,667                 (27,220)
                                                                                    -----------------       -------------------
         Decrease in cash and cash equivalents                                              (256)                (15,496)

      CASH AND CASH EQUIVALENTS, beginning of period                                      46,882                  37,743
                                                                                    -----------------       -------------------

      CASH AND CASH EQUIVALENTS, end of period                                       $    46,626             $    22,247
                                                                                    =================       ===================

      SUPPLEMENTAL CASH FLOW INFORMATION:
       Interest paid - net of amounts capitalized                                    $       279             $       294
                                                                                    =================       ===================
       Income taxes paid - net of refunds                                            $    21,735             $     5,713
                                                                                    =================       ===================
</TABLE>
                 See notes to consolidated financial statements.


                                       4
<PAGE>





                       AMREP CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                   Nine Months Ended January 31, 2007 and 2006

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

The accompanying  unaudited  consolidated  financial  statements included herein
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, the accompanying 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 a good indication 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,  2006 that was  previously  filed  with the  Securities  and  Exchange
Commission.

(2)      Acquisition
         -----------

On January 16, 2007, the Company,  through a newly-created  subsidiary ("Newco")
of  its  Kable  Media  Services,   Inc.  ("Kable")  subsidiary,   completed  its
acquisition (the "Acquisition") of Palm Coast Data Holdco, Inc ("Palm Coast"), a
provider of fulfillment services for magazine publishers and others, pursuant to
the terms of that certain Agreement and Plan of Merger (the  "Agreement")  dated
as of November 7, 2006. The Agreement  provided for the  Acquisition to occur by
the merger of Newco with and into Palm  Coast,  with Palm  Coast  surviving  the
merger.  As a result  of the  merger,  Palm  Coast is now a direct  wholly-owned
subsidiary of Kable.

The merger consideration  totaled  approximately  $92,000,000 plus an additional
amount for working capital and certain other adjustments preliminarily estimated
at $3,700,000. The acquisition was financed with existing cash and borrowings.

The results of operations  of Palm Coast have been included in the  consolidated
financial statements since the date of acquisition.  The following unaudited pro
forma consolidated  information reflects the results of the Company's operations
as if the  acquisition  had occurred at the beginning of each nine month period.
These  pro  forma  results  are not  necessarily  an  indication  of what may be
expected to occur in future periods (in thousands, except per share data):

                                                    For the Nine Months
                                                      Ended January 31
                                                      ----------------
                                                  2007                 2006
                                                  ----                 ----
Revenue                                      $    193,385          $    138,380

Net income                                   $     38,578          $     15,226

Earnings per share - basic and diluted       $       5.80          $       2.30



                                       5
<PAGE>



The  preliminary  allocation of the purchase price of Palm Coast to net tangible
and identifiable intangible assets is based on their estimated fair values as of
January 16, 2007, determined using valuations and other studies that are not yet
complete.  The excess of the  purchase  price plus  estimated  fees and expenses
related to the  acquisition  over the net tangible and  identifiable  intangible
assets is allocated to goodwill. The purchase price (including closing costs and
excluding  cash  acquired)  has been  preliminarily  allocated  as  follows  (in
thousands):

    Receivables                                       $     10,082
    Property, plant and equipment                           22,886
    Deferred taxes                                           2,425
    Deferred order entry costs                               1,636
    Customer contracts                                      14,500
    Goodwill                                                49,470
    Accounts payable and accrued expenses                   (7,631)
    Other assets                                             2,153
                                                     ---------------
                                                      $     95,521
                                                     ===============


(3)      Receivables
         -----------

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

                                              January 31,            April 30,
                                                 2007                  2006
                                           ---------------      ----------------
Fulfillment Services                        $    30,499          $      20,266
Newsstand Distribution Services,
   net of estimated returns                      24,355                 18,409
                                           ---------------      ----------------
                                                 54,854                 38,675
Less allowance for doubtful accounts             (1,501)                (1,535)
                                           ---------------      ----------------
                                            $    53,353          $      37,140
                                           ===============      ================

Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine returns of $55,584,000 at January 31, 2007 and $54,071,000 at April 30,
2006. In addition, pursuant to an arrangement with one publisher customer of the
Newsstand  Distribution  Services  business  that  commenced in April 2006,  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
($33,103,000  was netted at January 31, 2007 and  $20,368,000 at April 30, 2006)
against  the related  accounts  payable due the  publisher  on the  accompanying
consolidated balance sheets.

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

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

                                              January 31,           April 30,
                                                 2007                 2006
                                           ----------------     ----------------
Land, buildings and improvements            $     17,120          $     4,397
Furniture and equipment                           34,847               30,117
Other                                              6,665                   96
                                           ----------------     ----------------
                                                  58,632               34,610
Less accumulated depreciation                    (26,815)             (23,731)
                                           ----------------     ----------------
                                            $     31,817          $    10,879
                                           ================     ================



                                       6
<PAGE>


(5)        Other Assets
           ------------

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

                                              January 31,           April 30,
                                                 2007                 2006
                                           ----------------     ----------------
Software development costs                  $      9,293         $     7,787
Deferred order entry costs                         5,959               3,872
Prepaid expenses                                   4,386               2,137
Customer contracts and relationships              14,500                   -
Other                                              4,872               3,841
                                           ----------------     ----------------
                                                  39,010              17,637
Less accumulated amortization                     (3,788)             (2,399)
                                           ----------------     ----------------
                                            $     35,222         $    15,238
                                           ================     ================


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 data base
files and are charged  directly to operations over a 12-month  period.  Customer
contracts  and  relationships  are based on the  preliminary  allocation  of the
purchase price of Palm Coast (see Note 2) and are amortized over 12 years.

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

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

                                               January 31,           April 30,
                                                  2007                 2006
                                           ----------------     ----------------
Publisher payables, net                     $     57,213         $     27,273
Accrued expenses                                  11,551                4,320
Trade payables                                     5,061                2,602
Other                                                121                5,187
                                           ----------------     ----------------
                                            $     73,946         $     39,382
                                           ================     ================


Publisher payables increased from April 30, 2006 to January 31, 2007 as a result
of  additional  magazine  purchases by the Company under an  arrangement  with a
publisher  customer  of  the  Newsstand   Distribution  Services  business  that
commenced in April 2006. In addition,  pursuant to this  arrangement the Company
has netted  $33,103,000  and  $20,368,000  of  accounts  receivable  against the
related accounts payable at January 31, 2007 and April 30, 2006 (see Note 3).

(7)      Notes Payable
         -------------
                                              January 31,           April 30,
                                                 2007                 2006
                                           ---------------      ----------------
Notes payable:
   Line-of-credit borrowings:
     Real estate operations and other       $     15,400         $        -
     Media services operations                    26,900              2,377
   Other notes payable                             4,017              3,639
                                           ---------------      ----------------
                                            $     46,317         $    6,016
                                           ===============      ================


                                       7
<PAGE>

In January 2007, the Company's  AMREP Southwest Inc.  subsidiary  entered into a
new  loan  agreement  that  replaced  a prior  loan  agreement  entered  into in
September  2006.  The new loan  agreement  (the "ASW Credit  Facility")  added a
$14,180,000  term loan facility to the unsecured  $25,000,000  revolving  credit
facility provided in the September 2006 agreement.

The revolving credit facility matures  September 17, 2008 and is used to support
real estate  development in New Mexico.  Borrowings  bear annual interest at the
borrower's  option at (i) the prime rate (8.25% at January 31, 2007) less 1.00%,
or (ii) LIBOR (5.32% at January 31, 2007) plus 1.65% if borrowings are less than
$10,000,000 or plus 1.50% if borrowings are $10,000,000 or above. At January 31,
2007, the  outstanding  balance of the revolving  credit facility was $4,500,000
with an  interest  rate of 6.97%.  The term loan bears  annual  interest  at the
30-day LIBOR rate plus 1.75% (7.07% at January 31, 2007),  matures  December 15,
2008 and is  secured by certain of the  borrower's  notes  receivable  from real
estate sales. The term loan requires  prepayment in the amount of collections on
the  notes  receivable  and the  amount  of any that  have  experienced  payment
defaults.  At January 31,  2007,  the  outstanding  balance of the term loan was
$10,900,500. The ASW Credit Facility contains a number of restrictive covenants,
including  one that  requires  the  borrower to maintain a minimum  tangible net
worth.

In  connection  with  the  completion  of the  acquisition  of Palm  Coast,  the
Company's Kable  subsidiary and certain of its direct and indirect  subsidiaries
entered into a Second  Amended and Restated Loan and Security  Agreement  with a
bank (the  "Present  Kable  Loan  Agreement").  Certain  of  Kable's  direct and
indirect  subsidiaries  were previously  parties to an Amended and Restated Loan
and Security  Agreement dated as of April 28, 2005, as amended (the "Prior Kable
Loan Agreement").  The Prior Kable Loan Agreement consisted of several revolving
credit facilities and capital expenditure lines of credit.

The Present  Kable Loan  Agreement  amended the Prior Kable Loan  Agreement  and
canceled certain of the existing credit facilities, consolidated in part certain
of the revolving credit  facilities and existing term debt and added Kable, Palm
Coast and Palm Coast's subsidiary as additional borrowers. The credit facilities
under the Present Kable Loan Agreement  consist of: (i) a revolving  credit loan
and  letter  of  credit  facility  in an  aggregate  principal  amount  of up to
$35,000,000  ("Facility  A"),  a  portion  of which was used to fund part of the
merger  consideration  for the  acquisition of Palm Coast,  and the remainder of
which may be used for  working  capital  purposes;  (ii) a secured  term loan of
approximately  $3,000,000  ("Facility B"); (iii) a capital  expenditure  line of
credit in an amount of up to $1,500,000 to finance new equipment ("Facility C");
and (iv) a second revolving  credit loan facility of $10,000,000  ("Facility D")
that  may be used  exclusively  for the  payment  of  accounts  payable  under a
distribution   agreement  with  a  customer  of  Kable's  Distribution  Services
business.  The borrowers' obligations under the Present Kable Loan Agreement are
secured by  substantially  all of their assets other than (i) real  property and
(ii) any borrower's  interest in the capital securities of any other borrower or
any subsidiary of any borrower.

The  Facility A, C and D loans  mature in May 2010 and bear  annual  interest at
fluctuating  rates that,  at the  borrowers'  option,  may be either (i) reserve
adjusted  LIBOR  rates  (5.3% at January  31,  2007)  plus a margin  established
quarterly of from 1.5% to 2.5% dependent on the borrowers' funded debt to EBITDA
ratio,  as defined in the Present  Kable Loan  Agreement,  or (ii) the  Lender's
prime rate (8.25% at January 31, 2007). The Facility B loan matures December 31,
2009 and bears  annual  interest  at a rate of 6.4%.  At January 31,  2007,  the
outstanding  balance under Facility A was  $26,900,000  with an interest rate of
7.30%.

The Present  Kable Loan  Agreement  requires the  borrowers to maintain  certain
financial ratios and contains  customary  covenants and  restrictions,  the most
significant  of which  limit the  ability  of the  borrowers  to  declare or pay


                                       8
<PAGE>

dividends or make other  distributions to the Company unless certain  conditions
are satisfied,  and that limit the annual amount of  indebtedness  the borrowers
may incur for capital expenditures and other purposes.

Other notes  payable  consist of  equipment  financing  loans and a note payable
related to the  acquisition of  distribution  contracts with a weighted  average
interest rate of 5.7% at January 31, 2007.

(8)    Discontinued Operations
       -----------------------

Income from operations of  discontinued  business in the nine month period ended
January 31, 2006 reflects the gain from the disposition of the primary assets of
the Company's El Dorado, New Mexico water utility  subsidiary,  which were taken
through condemnation proceedings.

(9)    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 nine
month periods ended January 31, 2007 and 2006.

<TABLE>
<S>                                  <C>             <C>            <C>            <C>            <C>
THREE MONTHS:                                                        Newsstand
                                      Real Estate    Fulfillment    Distribution
                                      Operations      Services        Services       Corporate    Consolidated
                                     --------------  -------------  -------------  -------------  ------------
January 2007 (Thousands):
  Revenues                           $    17,355      $  20,612     $    3,737     $     485      $    42,189
  Operating and G&A expenses               7,682         19,569          3,056           731           31,038
  Management fee (income)                    249            206             43          (498)               -
  Interest expense                             -            456           (191)         (113)             152
                                     --------------  -------------  -------------  -------------  ------------
  Pretax income contribution from
     continuing operations           $     9,424      $     381     $      829     $     365      $    10,999
                                     ==============  =============  =============  =============  ============
--------------------------------------------------------------------------------------------------------------

January 2006 (Thousands):
  Revenues                           $    12,943    $    19,185   $      3,264     $     197      $    35,589
  Operating and G&A expenses               7,787         17,972          2,800           660           29,219
  Management fee (income)                    250            212             36          (498)               -
  Interest expense                             -            114            (36)            -               78
                                     --------------  -------------  -------------  -------------  ------------
  Pretax income contribution from
     continuing operations           $     4,906    $       887   $        464     $      35      $     6,292
                                     ==============  =============  =============  =============  ============


--------------------------------------------------------------------------------------------------------------
NINE MONTHS:                                                         Newsstand
                                      Real Estate    Fulfillment    Distribution
                                      Operations      Services        Services       Corporate    Consolidated
                                     --------------  -------------  -------------  -------------  ------------
January 2007 (Thousands):
  Revenues                           $    86,877      $  57,153     $   11,179     $   1,304      $   156,513
  Operating and G&A expenses              29,661         53,933          8,833         2,180           94,607
  Management fee (income)                    747            619            128        (1,494)               -
  Interest expense                             -            748           (309)         (113)             326
                                     --------------  -------------  -------------  -------------  ------------
  Pretax income contribution from
     continuing operations           $    56,469      $   1,853     $    2,527     $     731      $    61,580
                                     ==============  =============  =============  =============  ============

  Identifiable assets                $    82,259      $  97,125     $   40,725     $  21,555      $   241,664

  Goodwill                           $         -      $  50,768     $    3,893     $       -      $    54,661

</TABLE>

                                       9
<PAGE>
<TABLE>

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

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

January 2006 (Thousands):

  Revenues                           $    32,607      $  57,243     $   10,056     $     544      $   100,450
  Operating and G&A expenses              19,899         53,440          8,457         2,000           83,796
  Management fee (income)                    748            638            108        (1,494)               -
  Interest expense                             -            341            (54)            -              287
                                     --------------  -------------  -------------  -------------  ------------
  Pretax income contribution from
     continuing operations           $    11,960     $    2,824     $    1,545     $      38      $    16,367
                                     ==============  =============  =============  =============  ============

   Identifiable assets               $    78,566     $   45,197     $   33,757     $  12,567      $   170,087

   Goodwill                          $         -     $    1,298     $    3,893     $      -       $     5,191

Interest  expense includes  intersegment  interest income which is eliminated in
consolidation.
--------------------------------------------------------------------------------------------------------------
</TABLE>

(10)        New and Emerging Accounting Standards
            -------------------------------------

In June 2006, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Interpretation  No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48").
FIN 48 clarifies the  accounting for  uncertainty in income taxes  recognized in
the Company's  financial  statements in accordance  with FASB Statement No. 109,
"Accounting  for Income  Taxes",  and  provides  guidance  for  recognizing  and
measuring tax  positions  taken or that are expected to be taken in a tax return
that directly or indirectly affect amounts reported in the financial statements.
FIN 48 also provides  accounting  guidance for related income tax effects of tax
positions  that  do  not  meet  the  recognition  threshold  specified  in  this
interpretation.  FIN 48 is effective for fiscal years  beginning  after December
15, 2006.  The Company is currently  evaluating  the impact that the adoption of
this  Statement  will have on its financial  position,  results of operation and
cash flows.

In  September  2006,  the FASB  issued  Statement  No.  158  ("SFAS  No.  158"),
"Employers'  Accounting  for Defined  Benefit  Pension and Other  Postretirement
Plans - an amendment of FASB Statement  Nos. 87, 88, 106, and 132(R)".  SFAS No.
158  requires a company  that  sponsors a  postretirement  benefit plan to fully
recognize, as an asset or liability, the overfunded or underfunded status of its
benefit  plan in its  balance  sheet.  The  funded  status  is  measured  as the
difference  between  the  fair  value  of the  plan's  assets  and  its  benefit
obligation.  This  provision is effective for public  companies for fiscal years
ending  after  December  15, 2006.  In  addition,  SFAS No. 158 also  requires a
company to measure  its plan  assets and  benefit  obligations  as of its fiscal
year-end  balance  sheet date.  Currently,  a company is  permitted  to choose a
measurement date up to three months prior to its fiscal year-end to measure plan
assets and obligations. This provision is effective for all companies for fiscal
years ending after  December 15, 2008.  The Company does not expect the adoption
of this Statement will have a material impact on its financial position, results
of operations or cash flows.

In February 2007, the FASB issued Statement No. 159 ("SFAS No. 159"),  "The Fair
Value  Option for  Financial  Assets and  Financial  Liabilities  - Including an
amendment of FASB Statement No. 115", which provides all entities with an option
to  report  selected  financial  assets  and  liabilities  at fair  value.   The
objective  of the SFAS No. 159 is to improve  financial  reporting  by providing
entities  with the  opportunity  to mitigate  volatility  in earnings  caused by
measuring related assets and liabilities differently without having to apply the
complex  provisions of hedge  accounting.   Certain specified items are eligible
for the  irrevocable  fair value  measurement  option as established by SFAS No.
159.  SFAS No. 159 is effective as of the beginning of an entity's  first fiscal
year  beginning  after November 15, 2007.  Early adoption is permitted as of the
beginning of a fiscal year that begins on or before  November 15, 2007  provided


                                       10
<PAGE>

the entity also elects to apply the  provisions of FASB Statement No. 157, "Fair
Value  Measurements".  The Company is currently  evaluating the impact that the
adoption  of this  Statement  will have on its  financial  position,  results of
operation and cash flows.


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
consolidated financial statements and accompanying notes. All references in this
Item 2 to the  third  quarter  or first  nine  months  of 2007 and 2006 mean the
fiscal three or nine month periods ended January 31, 2007 and January 31, 2006.

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 2006
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,  2006 (the "2006 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 2006 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's  Discussion and Analysis included in
Item 7 in the 2006  Form  10-K.  There  have  been no  changes  in the  critical
accounting policies. Information concerning the implementation and the impact of
new accounting  standards issued by the Financial  Accounting Standards Board is
included in the notes to the 2006 consolidated financial statements. The Company
did not adopt an accounting  policy in the first nine months of fiscal 2007 that
had a  material  impact on its  financial  condition,  liquidity  or  results of
operations.

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

For the third quarter of 2007,  net income was  $6,930,000,  or $1.04 per share,
compared to net income of $5,241,000,  or $0.79 per share,  in the third quarter
of 2006. For the first nine months of 2007, net income was $38,796,000, or $5.84
per share,  compared to net income of  $15,661,000,  or $2.36 per share,  in the
same period of 2006. Results for the third quarter and first nine months of 2007
were  entirely  from  continuing  operations,  as were the results for the third
quarter of 2006.  The results  for the first nine months of 2006  included a net
gain from discontinued  operations of $3,556,000,  or $0.53 per share.  Revenues
were  $42,189,000 and $156,513,000 in the current year's third quarter and first
nine months  compared to $35,589,000  and  $100,450,000 in the same periods last
year.

                                       11
<PAGE>

Revenues from land sales at the Company's AMREP Southwest  subsidiary  increased
from  $12,621,000  in the third quarter of fiscal 2006 to  $16,563,000 in fiscal
2007's third  quarter.  For the nine months ended January 31, land sale revenues
increased  from  $31,680,000  last year to  $80,760,000  this year.  The revenue
growth  in both the  three  and nine  month  periods  of 2007 was due to  higher
average  selling prices of residential  lots,  resulting in part from the mix of
lots sold, more commercial land sales and, for the nine month period,  a greater
number of  residential  lots sold in fiscal 2007 than in 2006. The average gross
profit  percentage  on land sales rose from 48% and 47% in the third quarter and
first  nine  months  of  2006 to 59% and 68%  for  the  same  periods  of  2007,
reflecting the higher average  selling prices in the first nine months of fiscal
2007 and the mix of residential lots sold in each of the periods. As a result of
these factors,  the pretax income  contribution  from AMREP Southwest  increased
from  $4,906,000  and  $11,960,000  in the three and nine  month  periods  ended
January 31, 2006 to $9,424,000  and  $56,469,000  in the same periods this year.
Revenues and related gross profits 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 the Company's Kable Media Services operations (excluding interest)
increased  from  $22,449,000  in the third quarter of 2006 to $24,116,000 in the
same quarter of the current year. For the nine months ended January 31, revenues
increased from  $67,299,000  last year to $67,855,000 this year. The increase in
revenues  for  both  the  quarter  and  the  nine-month   period  was  primarily
attributable to the January 16, 2007 acquisition of Palm Coast Data Holdco, Inc.
("Palm Coast").  Newsstand  Distribution Services revenues increased by $248,000
(8%) and $658,000  (7%) for the three and  nine-month  periods ended January 31,
2007  compared  to the  same  periods  last  year,  principally  from  increased
distribution  volumes  of  magazines  and  new  business.  Fulfillment  Services
revenues  increased by $1,419,000  (7%) for the third quarter ending January 31,
2007  compared  to the same  quarter  in the prior  year as a result of the Palm
Coast acquisition  discussed above, with Palm Coast's revenues being included in
the consolidated  financial  statements for a 15 day period.  For the nine-month
period ending January 31,  Fulfillment  Services revenues decreased $102,000 for
2007 compared to 2006 as the additional revenues for 15 days associated with the
Palm  Coast  acquisition  were  offset by the  effect  this  year of  previously
reported  customer  losses that  occurred  in earlier  periods.  Media  Services
operating  expenses  increased by $1,307,000  (7%) for the third quarter of 2007
and by  $1,150,000  (2%) for the first nine months of 2007  compared to the same
periods of the prior year.  These  increases were primarily  attributable to (i)
the  addition of  operating  expenses of Palm Coast  offset in part by decreased
payroll and benefit expenses in other Fulfillment  Services business and (ii) an
increase  in  Newsstand  Distribution  Services  operating  expenses  because of
additional  costs,  principally  payroll,  associated  with the  growth  of that
business.

Interest and other  revenues  increased by $991,000 and  $6,427,000 in the three
and nine months ended January 31, 2007 compared to the same periods of the prior
year,  primarily  as a result of  increased  interest  income on  invested  cash
balances  in the current  year as well as from the sale in the first  quarter of
fiscal  2007 of  certain  AMREP  Southwest  non-inventory  real  estate  assets,
including the Company's  office building in Rio Rancho,  New Mexico which in the
aggregate contributed a pre-tax gain of $4,107,000.

Real estate  commissions and selling expenses decreased by $207,000 in the third
quarter  of 2007  compared  to 2006,  primarily  due to  decreases  in  variable
commissions and selling expenses. For the first nine months of 2007, real estate
commissions  and selling  expenses  increased  by $129,000  compared to the same
period of the  prior  year,  primarily  due to costs  incurred  in  relation  to
increased  land  sales in the first two  quarters.  Such  costs  generally  vary
depending  upon the terms of specific  land sale  transactions.  Real estate and
corporate general and administrative expenses increased by $156,000 and $504,000
in the third  quarter and first nine  months of 2007  compared to the same prior
year periods due to increased real estate  professional and consulting fees and,
with respect to the nine month period,  an increase in the Company's stock price


                                       12
<PAGE>

which  was used to value a portion  of  directors'  compensation  paid in stock.
General and  administrative  costs of Media Services  increased $547,000 for the
third  quarter  compared to 2006 due  primarily  to the  addition of Palm Coast.
These  costs  decreased  $280,000  for the first nine  months of 2007,  however,
compared  with the same prior year period as the increase  attributable  to Palm
Coast was  offset by  continuing  favorable  variances  in payroll  and  related
benefit costs.

The Company's  effective tax rate from continuing  operations is estimated to be
37% for the third  quarter and first nine months of 2007 compared to 17% and 26%
for the same  periods  in  fiscal  2006.  The lower  effective  tax rate in 2006
compared to the current year was primarily due to tax benefits  associated  with
charitable contributions of land by the real estate business in fiscal 2006.

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 Financing Activities
------------------------------------

In January 2007, the Company's  AMREP Southwest Inc.  subsidiary  entered into a
new  loan  agreement  that  replaced  a prior  loan  agreement  entered  into in
September  2006.  The new loan  agreement  (the "ASW Credit  Facility")  added a
$14,180,000  term loan facility to the unsecured  $25,000,000  revolving  credit
facility provided in the September 2006 agreement.

The revolving credit facility matures  September 17, 2008 and is used to support
real estate  development in New Mexico.  Borrowings  bear annual interest at the
borrower's  option at (i) the prime rate (8.25% at January 31, 2007) less 1.00%,
or (ii) LIBOR (5.32% at January 31, 2007) plus 1.65% if borrowings are less than
$10,000,000 or plus 1.50% if borrowings are $10,000,000 or above. At January 31,
2007, the  outstanding  balance of the revolving  credit facility was $4,500,000
with an  interest  rate of 6.97%.  The term loan bears  annual  interest  at the
30-day LIBOR rate plus 1.75% (7.07% at January 31, 2007),  matures  December 15,
2008 and is  secured by certain of the  borrower's  notes  receivable  from real
estate sales. The term loan requires  prepayment in the amount of collections on
the  notes  receivable  and the  amount  of any that  have  experienced  payment
defaults.  At January 31,  2007,  the  outstanding  balance of the term loan was
$10,900,500. The ASW Credit Facility contains a number of restrictive covenants,
including  one that  requires  the  borrower to maintain a minimum  tangible net
worth.

In  connection  with  the  completion  of the  acquisition  of Palm  Coast,  the
Company's Kable  subsidiary and certain of its direct and indirect  subsidiaries
entered into a Second  Amended and Restated Loan and Security  Agreement  with a
bank (the  "Present  Kable  Loan  Agreement").  Certain  of  Kable's  direct and
indirect  subsidiaries  were previously  parties to an Amended and Restated Loan
and Security  Agreement dated as of April 28, 2005, as amended (the "Prior Kable
Loan Agreement").  The Prior Kable Loan Agreement consisted of several revolving
credit facilities and capital expenditure lines of credit.

The Present  Kable Loan  Agreement  amended the Prior Kable Loan  Agreement  and
canceled certain of the existing credit facilities, consolidated in part certain
of the revolving credit  facilities and existing term debt and added Kable, Palm
Coast and Palm Coast's subsidiary as additional borrowers. The credit facilities
under the Present Kable Loan Agreement  consist of: (i) a revolving  credit loan
and  letter  of  credit  facility  in an  aggregate  principal  amount  of up to
$35,000,000  ("Facility  A"),  a  portion  of which was used to fund part of the
merger  consideration  for the  acquisition of Palm Coast,  and the remainder of
which may be used for  working  capital  purposes;  (ii) a secured  term loan of
approximately  $3,000,000  ("Facility B"); (iii) a capital  expenditure  line of


                                       13
<PAGE>

credit in an amount of up to $1,500,000 to finance new equipment ("Facility C");
and (iv) a second revolving  credit loan facility of $10,000,000  ("Facility D")
that  may be used  exclusively  for the  payment  of  accounts  payable  under a
distribution   agreement  with  a  customer  of  Kable's  Distribution  Services
business.  The borrowers' obligations under the Present Kable Loan Agreement are
secured by  substantially  all of their assets other than (i) real  property and
(ii) any borrower's  interest in the capital securities of any other borrower or
any subsidiary of any borrower.

The  Facility A, C and D loans  mature in May 2010 and bear  annual  interest at
fluctuating  rates that,  at the  borrowers'  option,  may be either (i) reserve
adjusted  LIBOR  rates  (5.3% at January  31,  2007)  plus a margin  established
quarterly of from 1.5% to 2.5% dependent on the borrowers' funded debt to EBITDA
ratio,  as defined in the Present  Kable Loan  Agreement,  or (ii) the  Lender's
prime rate (8.25% at January 31, 2007). The Facility B loan matures December 31,
2009 and bears  annual  interest  at a rate of 6.4%.  At January 31,  2007,  the
outstanding  balance under Facility A was  $26,900,000  with an interest rate of
7.30%.

The Present  Kable Loan  Agreement  requires the  borrowers to maintain  certain
financial ratios and contains  customary  covenants and  restrictions,  the most
significant  of which  limit the  ability  of the  borrowers  to  declare or pay
dividends or make other  distributions to the Company unless certain  conditions
are satisfied,  and that limit the annual amount of  indebtedness  the borrowers
may incur for capital expenditures and other purposes.

On July 14,  2006,  the Board of Directors  declared a special cash  dividend of
$0.85 per common share payable on August 16, 2006 to  shareholders  of record at
the close of  business  on July 31,  2006.  Previously,  the Board had  declared
special  dividends of $0.55,  $0.40 and $0.25 per share  following  the close of
AMREP's  fiscal years ending April 30, 2005,  2004 and 2003, and had declared an
additional  special  dividend of $3.50 per share in December 2005. The Board has
stated it may consider  special  dividends  from  time-to-time  in the future in
light of conditions then existing, including earnings, financial condition, cash
position,  and  capital  requirements  and  other  needs.  Notwithstanding  such
statement and the status of such future  conditions,  no assurance is given that
there  will be any  such  future  dividends  declared  or that  future  dividend
declarations,  if any,  will  be  similar  in  amount  or  frequency  with  past
dividends.

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

Real  estate   inventory  was  $40,148,000  at  January  31,  2007  compared  to
$47,533,000  at April 30,  2006.  Inventory  in the  Company's  core real estate
market of Rio Rancho was  $33,408,000  at January  31, 2007 and  $40,981,000  at
April 30, 2006. The balance of inventory consisted of properties in Colorado.

Real  estate  receivables  increased  from  $14,592,000  at  April  30,  2006 to
$22,480,000  at January 31, 2007 resulting from the net effect of mortgage notes
received by AMREP  Southwest  in  connection  with real estate sales that closed
during the first nine  months of 2007  offset in part by  payments  received  on
mortgage  notes  held  by  AMREP  Southwest.  Receivables  from  Media  Services
operations  increased  from  $37,140,000  at April 30,  2006 to  $53,353,000  at
January 31, 2007,  primarily due to (i) the timing of  quarter-end  billings and
cash collections and (ii) the addition of Palm Coast.

Accounts  payable and accrued  expenses  increased from $39,382,000 at April 30,
2006 to $73,946,000 at January 31, 2007, primarily as a result of an increase in
the amounts due publishers under the distribution  arrangement referred to above
with a new publisher  customer of the Newsstand  Distribution  Services business
that  commenced  in April 2006 and,  to a lesser  extent,  the  addition of Palm
Coast. Under this new distribution arrangement, the 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


                                       14
<PAGE>

to this arrangement were netted  ($33,103,000 was netted at January 31, 2007 and
$20,368,000  at April 30,  2006)  against the related  accounts  payable due the
publisher on the accompanying consolidated balance sheets.

Deferred revenue relates to  consideration  received on certain real estate land
sales which are  accounted for under the  percentage  of  completion  method and
which will be recognized as revenue as the Company  completes  land  development
work for which it remains obligated.

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

On January 16, 2007, the Company,  through a newly-created  subsidiary of Kable,
acquired Palm Coast. The merger consideration totaled approximately  $92,000,000
plus an  additional  amount for working  capital and certain  other  adjustments
estimated at  $3,700,000.  The  acquisition  was financed with existing cash and
borrowings.

Capital  expenditures  amounted to $3,910,000  and  $3,765,000 in the first nine
months of 2007 and 2006 and were  primarily for the  acquisition  of real estate
investment property and computer hardware and software development  expenditures
related to Kable's Fulfillment  Services business.  The Company believes that it
has adequate cash and financing capability to provide for its anticipated future
capital expenditures.

The  Company is  obligated  to make future  payments  under  various  contracts,
including its debt agreements and lease agreements, and it is subject to certain
other  commitments and  contingencies.  The table below  summarizes  significant
contractual  cash obligations as of January 31, 2007 for the items indicated (in
thousands):

<TABLE>
        <S>                   <C>          <C>            <C>         <C>          <C>
            Contractual                     Less than       1 - 3        3 - 5       More than
            Obligations          Total        1 year        years        years        5 years
            -----------       ------------ ------------- ------------ ------------ --------------
       Notes payable           $  46,317    $  4,438      $  14,979    $  26,900     $      -
       Operating leases           26,422       5,743          7,762        5,327        7,590
                              ------------ ------------- ------------ ------------ --------------
       Total                   $  72,739    $ 10,181      $  22,741    $  32,227     $  7,590
                              ============ ============= ============ ============ ==============
</TABLE>

Refer to Notes 9, 14 and 15 to the consolidated financial statements included in
the 2006 Form 10-K for additional  information on long-term debt and commitments
and contingencies.

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

Certain information included herein and in other Company statements, reports and
filings with the Securities and Exchange  Commission is  forward-looking  within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. Refer to
Item 7 of the 2006 Form 10-K for a discussion of the  assumptions and factors on
which these  statements  are based.  Any changes in the actual  outcome of these
assumptions  and  factors  could  produce   significantly   different   results;
accordingly,  all  forward-looking  statements  should  be  evaluated  with  the
understanding of their inherent  uncertainty.  AMREP  Corporation  disclaims any
intention  or  obligation  to update or revise any  forward-looking  statements,
whether as a result of new information, future events or otherwise.

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

The  Company  has  several  credit  facilities  that  require the Company to pay
interest at a rate that may change periodically. These variable rate obligations
expose the  Company to the risk of  increased  interest  expense in the event of
increases in short-term  interest  rates.  At January 31, 2007,  $42,301,000  of
consolidated borrowings was subject to variable interest rates.

                                       15
<PAGE>

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 1A.    Risk Factors
--------    ------------


     As  described  below,  a recent  acquisition  by the  Company may involve a
further risk to its business.

IF THE RECENTLY ACQUIRED PALM COAST DATA BUSINESS IS NOT EFFICIENTLY  INTEGRATED
WITH  KABLE'S  EXISTING  FULFILLMENT  BUSINESS,  THE COMPANY MAY NOT REALIZE THE
EXPECTED BENEFITS OF THE ACQUISITION;  AND THE RESOURCES AND ATTENTION  REQUIRED
FOR SUCCESSFUL  INTEGRATION MAY INTERRUPT THE BUSINESS  ACTIVITIES OF PALM COAST
DATA AND THE COMPANY'S EXISTING BUSINESS.

     On January 16, 2007, the Company,  through Kable,  acquired Palm Coast Data
Holdco,  Inc., which, through its subsidiary is a leading United States provider
of  fulfillment  services  to  the  magazine  publishing  industry.  There  is a
significant  degree of  difficulty  and  management  involved  in the process of
integrating  Palm  Coast  Data's  business  with the  Company's  existing  media
services  business,  while maintaining the ongoing  operations of each business,
coordinating  geographically separate organizations and developing new customers
and products. Successful integration will also depend, in part, on retaining key
officers  and other  personnel in each of the business  units.  The  integration
process will require  significant  expansion of the  Company's  operational  and
financial systems, which will increase the operating complexity of the Company's
information  technology  systems.   Implementation  of  controls,   systems  and
procedures may be costly and time-consuming and may not be effective.


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<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.


                                    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:  March 19, 2007           AMREP CORPORATION
                                    (Registrant)

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


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<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.










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