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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM 10-K
                 ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[ x ] Annual  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
      Exchange Act of 1934 For the fiscal year ended April 30, 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 Identification No.)
   incorporation or organization)

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

           Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class               Name of Each Exchange on Which Registered
     -------------------               -----------------------------------------
  Common Stock $.10 par value                     New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act.
                            Yes         No   X
                                -----      -----

Indicate  by  check  mark if the  Registrant  is not  required  to file  reports
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Act").
                            Yes         No   X
                                -----      -----

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the 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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

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 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 Act).
               Yes                           No   X
                    -----                       -----

As of October 31, 2007, which was the last business day of the Registrant's most
recently  completed  second fiscal  quarter,  the aggregate  market value of the
Common Stock held by  non-affiliates  of the  Registrant was  $65,671,838.  Such
aggregate  market  value was  computed by reference to the closing sale price of
the  Registrant's  Common Stock as quoted on the New York Stock Exchange on such
date. For purposes of making this  calculation  only, the Registrant has defined
affiliates as including all directors and executive officers and certain persons
related to them.  In making such  calculation,  the  Registrant  is not making a
determination of the affiliate or non-affiliate  status of any holders of shares
of Common Stock.

As of July 11, 2008,  there were  5,995,212  shares of the  Registrant's  Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

As  stated  in Part III of this  annual  report on Form  10-K,  portions  of the
Registrant's  definitive  proxy  statement to be filed within 120 days after the
end of the  fiscal  year  covered  by  this  annual  report  on  Form  10-K  are
incorporated herein by reference.

                                       2

                                     PART I
                                     ------

Item 1. Business
------- --------
                                     GENERAL

The Company* was organized in 1961 and, 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"). Data
concerning  industry  segments  is set  forth  in  Note 19 of the  notes  to the
consolidated  financial  statements.  The Company's foreign sales and activities
are not significant.

                             REAL ESTATE OPERATIONS

The Company  conducts its Real Estate  business  through AMREP  Southwest,  with
these  activities  occurring  primarily  in the City of Rio Rancho  and  certain
adjoining areas of Sandoval County,  New Mexico.  References below to Rio Rancho
include the City and such adjoining  areas. As of July 1, 2008,  AMREP Southwest
employed approximately 15 persons.

Properties - Rio Rancho

Rio  Rancho  consists  of  91,049  contiguous  acres  in  Sandoval  County  near
Albuquerque,  of  which  approximately  73,750  acres  have  been  platted  into
approximately  114,600 home site and commercial lots, 16,470 acres are dedicated
to community facilities, roads and drainage and the remainder is unplatted land.
At April 30, 2008, approximately 90,630 of these residential and commercial lots
had been sold net of lot repurchases.  The Company currently owns  approximately
17,240 acres in Rio Rancho, of which approximately 4,500 acres are in contiguous
blocks,  which  are  being  developed  or  are  suitable  for  development,  and
approximately  1,990 acres are in areas with a high  concentration of ownership,
where the  Company  owns more than 50% of the lots in the area.  These areas are
suitable for special assessment  districts or city redevelopment  areas that may
allow for future development under the auspices of local government. The balance
of acres owned is in scattered lots, where the Company owns less than 50% of the
lots in the area,  that may  require  the  purchase  of a  sufficient  number of
adjoining lots to create tracts suitable for development or that the Company may
attempt to sell individually or in small groups.

Development  activities  conducted  or  arranged  by  the  Company  include  the
obtaining of necessary governmental approvals ("entitlements"),  installation of
utilities and necessary storm drains, and building or improving of roads. At Rio
Rancho, the Company is developing both residential lots and sites for commercial
and industrial use as the demand warrants, and also is securing entitlements for
large development  tracts for sale to homebuilders.  The engineering work at Rio
Rancho is performed by both Company employees and outside firms, but development
work is performed by outside  contractors.  Company personnel market land at Rio
Rancho,  both  directly and through  brokers.  The Company  competes  with other
owners  of land in the Rio  Rancho  and  Albuquerque  area  that  offer for sale
developed residential lots and sites for commercial and industrial use.

The City of Rio Rancho is the third largest city in New Mexico with a population
of  approximately  75,000.  It was named as the 56th best place to live by Money
magazine in 2006 for those cities in the United  States with greater than 50,000
residents.  The  city's  population  growth  rate for the period  2000-2006  was
approximately  40%, with a February 2008 unemployment rate of 3.7%. The city has
significant  construction  projects  recently  completed,  ongoing or announced,
including:  (i) a new central business  district with a 6,500 seat events center
and a new city  hall,  (ii) a planned  second  high  school,  (iii) the  planned
opening of the University of New Mexico West Campus, (iv) a 53 acre major motion
picture studio and (v) a new hospital.  Major non-government employers currently
include Intel  Corporation,  US Cotton and customer care call centers of Bank of
America, JC Penney, Victoria's Secret and Sprint PCS.
--------------------
*As used herein,  "Company" includes the Registrant and its subsidiaries  unless
the context requires or indicates  otherwise.

                                       3

Since early 1977,  the Company has sold no individual  lots without homes at Rio
Rancho to consumers.  A substantial number of lots without homes were sold prior
to 1977,  and most of these  remain in areas where  utilities  have not yet been
installed.  However, under certain of the lot sale contracts,  if utilities have
not reached a lot when the  purchaser  is ready to build a home,  the Company is
obligated  to exchange a lot in an area then  serviced by water,  telephone  and
electric utilities for the lot of the purchaser,  without cost to the purchaser.
The Company has not incurred significant costs related to such exchanges.

In Rio  Rancho,  the  Company  sells  both  developed  and  undeveloped  lots to
national,  regional and local  homebuilders,  commercial and industrial property
developers and others.  In the last three fiscal years, land sales in Rio Rancho
have been as follows:

                                           Acres                                Revenues
                                           Sold            Revenues             Per Acre
                                         ----------    -----------------     ---------------
                 2008:
                  Developed
                    Residential              30         $    9,542,000        $    318,100
                    Commercial               39              8,651,000             221,800
                                         ----------    -----------------     ---------------
                  Total Developed            69             18,193,000             263,700
                  Undeveloped               337              9,709,000              28,800
                                         ----------    -----------------     ---------------
                   Total                    406         $   27,902,000        $     68,700
                                         ----------    -----------------     ---------------

                 2007:
                  Developed
                    Residential             138         $   39,407,000        $    285,600
                    Commercial               56             15,728,000             280,900
                                         ----------    -----------------     ---------------
                  Total Developed           194             55,135,000             284,200
                  Undeveloped               857             40,690,000              47,500
                                         ----------    -----------------     ---------------
                   Total                  1,051         $   95,825,000        $     91,200
                                         ----------    -----------------     ---------------

                 2006:
                  Developed
                    Residential             147         $   31,920,000        $    217,100
                    Commercial               22              6,376,000             289,800
                                         ----------    -----------------     ---------------
                  Total Developed           169             38,296,000             226,600
                  Undeveloped               746             19,514,000              26,200
                                         ----------    -----------------     ---------------
                   Total                    915         $   57,810,000        $     63,200
                                         ----------    -----------------     ---------------

Other Properties

The  Company  also  owns  two  tracts  of land in  Colorado,  consisting  of one
residential  property of approximately  160 acres planned for  approximately 350
homes that the Company  intends to offer for sale upon  obtaining  all necessary
entitlements,  and one property of  approximately  10 acres zoned for commercial
use, which is being offered for sale.

       FULFILLMENT SERVICES AND MAGAZINE DISTRIBUTION SERVICES OPERATIONS

The Company (i) through Kable and its Kable Fulfillment  Services and Palm Coast
Data Holdco, Inc. ("Palm Coast")  subsidiaries  performs fulfillment and related
services for publishers and other customers and (ii) through Kable and its Kable
Distribution  Services  subsidiary  distributes  periodicals  nationally  and in
Canada and, to a small degree, in other foreign  countries.  As of July 1, 2008,
Kable employed  approximately  2,000 persons,  of whom approximately  1,850 were
involved in fulfillment activities and 150 in distribution activities.

Fulfillment Services

Kable's  Fulfillment  Services  business  performs a number of  fulfillment  and
fulfillment-related  activities,  principally magazine subscription  fulfillment
services,  list services and product fulfillment services,  and it accounted for
91% of Kable's revenues in 2008.

In the magazine subscription fulfillment services operation, Kable processes new
orders,  receives  and  accounts  for  payments,  prepares  and  sends  to  each
publisher's  printer  labels or tapes  containing  the names  and  addresses  of

                                       4

subscribers for mailing each issue,  handles subscriber  telephone inquiries and
correspondence,  prepares  renewal  and  statement  notifications  for  mailing,
maintains  subscriber lists and databases,  generates  marketing and statistical
reports,  processes Internet orders and prints forms and promotional  materials.
Kable performs all of these services for many clients,  but some clients utilize
only certain of them.  Although by far the largest number of magazine titles for
which Kable performs fulfillment services are consumer publications,  Kable also
performs  services for a number of membership  organizations,  trade  (business)
publications  and  government  agencies that utilize the broad  capabilities  of
Kable's extensive database systems.

Kable's  lettershop  and graphics  departments  prepare and mail  statements and
renewal forms for its  publisher  clients to use in their  subscriber  mailings.
List services  clients are also primarily  publishers  for whom Kable  maintains
client  customer lists,  selects names for clients who rent their lists,  merges
rented  lists with a client's  lists to eliminate  duplication  for the client's
promotional mailings,  and sorts and sequences mailing labels to provide optimum
postal discounts.  Kable also provides membership services to both publisher and
non-publisher clients including donation processing and membership  fulfillment,
in addition to more standard magazine fulfillment services that are also used by
membership  clients.  Product  fulfillment  services  are  provided  for Kable's
publisher clients and other direct  marketers.  In this activity Kable receives,
warehouses, processes and ships merchandise.

Kable performs  fulfillment  services for approximately  920 different  magazine
titles for approximately 280 clients and maintains  databases of over 76 million
active subscribers for its client publishers. In a typical month, Kable produces
approximately  90 million  mailing  labels for its  client  publishers  and also
processes over 29 million pieces of outgoing mail for these clients.

There are a number of companies that perform fulfillment services for publishers
and with which Kable  competes,  including one that is larger than Kable.  Since
publishers  often  utilize  only a single  fulfillment  company for a particular
publication,  there is intense competition to obtain fulfillment  contracts with
publishers.  Competition for non-publisher clients is also intense.  Kable has a
sales staff whose primary task is to solicit fulfillment business.

Newsstand Distribution Services

In its Newsstand  Distribution  Services operation,  Kable distributes magazines
for  approximately  240 publishers.  Among the titles are many special  interest
magazines,  including various puzzle, automotive, comics, romance and sports. In
a typical month,  Kable  distributes  approximately 57 million copies of various
titles to wholesalers.  Kable  coordinates the movement of the publications from
its  publisher  clients  to  approximately  100  independent  wholesalers.   The
wholesalers in turn sell the publications to major retail chains and independent
retail outlets. All parties generally have full return rights for unsold copies.
The newsstand  distribution  business  accounted  for 9% of Kable's  revenues in
2008.

While Kable may not handle all publications of an individual  publisher  client,
it usually is the exclusive  distributor  into the consumer  marketplace for the
publications it distributes.  Kable has a distribution sales and marketing force
that works with  wholesalers and retailers to promote  magazine sales and assist
in determining the appropriate number of copies of an individual  magazine to be
delivered to each  wholesaler  and  ultimately  each  retailer  serviced by that
wholesaler.  Kable  generally  does not  physically  handle any  product.  Kable
generates and delivers to each publisher's  printer shipping  instructions  with
the  addresses  of the  wholesalers  and the  number of copies of  product to be
shipped to each. All magazines  have a defined "off sale" date  following  which
the retailers  return unsold copies to the  wholesalers,  who destroy them after
accounting for returned merchandise in a manner satisfactory to and auditable by
Kable.

Kable generally  makes  substantial  cash advances to publishers  against future
sales that  publishers  may use to help pay for printing,  paper and  production
costs  prior  to the  product  going  on  sale.  Kable  is  usually  not paid by
wholesalers  for product until some time after the product has gone on sale, and
is  therefore  exposed  to  potential  credit  risks  with both  publishers  and
wholesalers.  Kable's  ability to limit its credit risk is  dependent in part on
its  skill in  estimating  the  number  of  copies  of an issue  that  should be
distributed  and  which  will be  sold,  and on  limiting  its  advances  to the
publisher accordingly.

Kable competes primarily with three other national  distributors.  Each of these
competitors is owned by or affiliated with a magazine publishing  company.  Such
companies  publish a  substantial  portion of all  magazines  sold in the United
States,  and  the  competition  for the  distribution  rights  to the  remaining
publications is intense.  In addition,  there has been a major consolidation and

                                       5

reduction  in the  number of  wholesalers  to whom Kable  distributes  magazines
arising from changes within the magazine  distribution industry in recent years.
As a result,  three of these wholesalers  accounted for approximately 66% of the
fiscal 2008 gross billings of the Newsstand  Distribution  Services  operations,
which is common for the industry,  and approximately 42% of Kable's consolidated
accounts receivable were due from these wholesalers at April 30, 2008.

Item 1A. Risk Factors
-------- ------------
The risks  described  below are among those that could  materially and adversely
affect the Company's  business,  financial  condition or results of  operations.
These risks could cause  actual  results to differ  materially  from  historical
experience and from results predicted by any forward-looking  statements related
to  conditions  or events that may occur in the future.  These risks are not the
only risks the Company  faces,  and other risks  include  factors not  presently
known as well as those that are currently considered to be less significant.

Risks Related to the Company's Real Estate Operations
-----------------------------------------------------

The Company's real estate assets are concentrated in one market, Rio Rancho, New
Mexico,  meaning the Company's  results of  operations  and future growth may be
limited or affected by economic changes in that market.

Substantially all of the Company's real estate assets are located in Rio Rancho,
which is adjacent to  Albuquerque,  New Mexico.  As a result of this  geographic
concentration,  the Company could be affected by changes in economic  conditions
in this region from time to time,  including economic  contraction due to, among
other  things,  the failure or downturn of key  industries  and  employers.  The
Company's results of operations, future growth or both may be adversely affected
if the demand for  residential  or  commercial  real estate  declines in the Rio
Rancho area as a result of changes in economic conditions.

A downturn in the  business of Rio Rancho's  largest  employer  could  adversely
affect the Company's real estate development business there.

Intel Corporation,  the largest employer in Rio Rancho with approximately  3,300
full-time   employees  at  April 30,   2008,   operates  a  large  semiconductor
manufacturing facility there and has announced its plan to retool this facility.
Intel  Corporation had approximately  4,700 full-time  employees as of April 30,
2007 and the  reduction  in force  reflects  a May 3, 2007  announcement  that a
workforce  reduction  would occur at that facility  beginning in August 2007. If
Intel Corporation's  presence in Rio Rancho were to continue to diminish for any
reason,  such as in response to a downturn  in its  semiconductor  manufacturing
business,  the Rio Rancho real estate market and consequently the Company's land
development business located there could be adversely affected.

As Rio Rancho's  population  continues to grow, the Company's  land  development
activities in that market may be subject to greater  limitations  than they have
been historically.

When the  Company  acquired  its core real estate  inventory  in Rio Rancho over
40 years ago, the area was not developed and had a low  population.  As of April
30,  2008,  Rio  Rancho  was the  third  largest  city in New  Mexico  and had a
population of  approximately  75,000.  As Rio Rancho's  population  continues to
grow, the Company may be unable to engage in development  activities  comparable
to those the Company has engaged in  historically.  Local community or political
groups may oppose the Company's  development  plans or require  modification  of
those  plans,  which could cause  delays or increase  the cost of the  Company's
development  projects.  In addition,  zoning density limitations,  "slow growth"
provisions or other land use  regulations  implemented  by state,  city or local
governments could further restrict the Company's development activities or those
of its homebuilder customers, or could adversely affect financial returns from a
given project, which could adversely affect the Company's results of operations.

The Company's real estate assets are diminishing  over time,  meaning  long-term
growth in the real estate  business will require the  acquisition  of additional
real estate assets, possibly by expanding into new markets.

Substantially  all of the Company's real estate  revenues are derived from sales
of the Company's core  inventory in Rio Rancho.  This property was acquired more

                                       6

than 40 years  ago, and each time the Company  develops and sells real estate to
customers in Rio Rancho, the Company's real estate assets diminish.  As of April
30, 2008, the Company owned  approximately  17,240 acres in Rio Rancho out of an
original  purchase of  approximately  91,000 acres.  The  continuity  and future
growth of the  Company's  real estate  business  will  require  that the Company
acquire  new  properties  in or near Rio  Rancho or expand to other  markets  to
provide  sufficient assets to maintain the Company's current level of operations
and revenues. While the Company holds two properties in Colorado, it has not for
many years made any  significant  attempt to identify a development  opportunity
similar to the one the Company has undertaken in Rio Rancho, and there can be no
assurance that the Company will identify such an opportunity in another  market.
If the Company does not acquire new real estate assets, its real estate holdings
will continue to diminish,  which will adversely affect the Company's ability to
continue its real estate operations at their current level.

The Company's  remaining Rio Rancho real estate is not all in contiguous blocks,
which  may  adversely  affect  the  Company's  ability  to sell  lots at  levels
comparable with the recent past.

Of the  approximately  17,240  acres in Rio  Rancho  that the  Company  owned at
April 30,  2008,  approximately  4,500 acres were in contiguous  blocks that are
being developed or are suitable for development,  and approximately  1,990 acres
were in areas with a high  concentration  of  ownership,  where the Company owns
more than 50% of the lots in the area, suitable for special assessment districts
or city  redevelopment  areas  that may allow for future  development  under the
auspices  of local  government.  The  balance is in  scattered  lots,  where the
Company  owns  less  than 50% of the lots in the  area,  that  may  require  the
purchase of a sufficient  number of adjoining lots to create tracts suitable for
development  or that the Company may  attempt to sell  individually  or in small
groups.  As the  Company's  land sales  continue and the amount of the Company's
contiguous and highly  concentrated  lots diminishes,  the Company's  ability to
continue  to sell lots and  generate  land sale  revenues  at the  levels of the
recent past may be adversely affected, which would have an adverse effect on the
Company's results of operations.

The Company may not be able to acquire properties or develop them successfully.

If the Company is able to identify a development  opportunity similar to the one
it has  undertaken  in Rio  Rancho,  the  success of the  Company's  real estate
segment will still  depend in large part upon its ability to acquire  additional
properties  on  satisfactory  terms and to  develop  them  successfully.  If the
Company  is  unable to do so,  its  results  of  operations  could be  adversely
affected.

The  acquisition,  ownership and  development  of real estate is subject to many
risks that may adversely affect the Company's  results of operations,  including
the risks that:

  -  the  Company  may not be able to  acquire a  desired  property  because  of
     competition  from other real estate investors with greater capital than the
     Company has;

  -  the Company may not be able to obtain financing on acceptable  terms, or at
     all;

  -  an  adverse  change  in  market  conditions  during  the  interval  between
     acquisition  and sale of a property  may result in a lower than  originally
     anticipated profit;

  -  the Company may underestimate the cost of development  required to bring an
     acquired  property  up to  standards  established  for the market  position
     intended for that property;

  -  acquired  properties  may be located in new  markets  where the Company may
     face risks  associated with a lack of market  knowledge or understanding of
     the  local  economy,  lack  of  business  relationships  in  the  area  and
     unfamiliarity with local governmental and permitting procedures; and

  -  the  Company  may be  unable  to  quickly  and  efficiently  integrate  new
     acquisitions,  particularly acquisitions of portfolios of properties,  into
     its  existing  operations,  and this could  have an  adverse  effect on its
     results of operations.

                                       7

The Company's real estate development  activities have been primarily limited to
a single market, and it may face  substantially more experienced  competition in
acquiring and developing real estate in new markets.

Since the Company's real estate acquisition and development activities have been
primarily limited to the Rio Rancho market,  the Company does not have extensive
experience in acquiring  real estate in other markets or engaging in development
activities  in  multiple  markets  simultaneously.  Should the  Company  seek to
acquire additional real estate in new markets,  competition from other potential
purchasers of real estate could adversely affect the Company's operations.  Many
of these entities may have substantially greater experience than the Company has
in  identifying,  acquiring and developing  real estate  opportunities  in other
markets and in managing  real estate  developments  in multiple  markets.  These
entities may also have greater financial  resources than the Company has and may
be able to pay more than the Company can or accept more risk than the Company is
willing  to accept to  acquire  real  estate.  These  entities  also may be less
sensitive to risks with respect to the costs or the geographic  concentration of
their  investments.  This competition may prevent the Company from acquiring the
real estate assets the Company  seeks,  or increase the cost of properties  that
the Company  does  acquire.  Competition  may also reduce the number of suitable
investment opportunities available to the Company or may increase the bargaining
power of property owners seeking to sell.

The Company will likely compete for real estate investment  opportunities  with,
among others, insurance companies,  pension and investment funds,  partnerships,
real estate or housing developers,  investment companies, real estate investment
trusts (REITs), and owner/occupants.

Properties  that the Company  acquires  may have defects that are unknown to the
Company.

Although the Company generally performs due diligence on prospective  properties
before they are acquired, and on a periodic basis after acquisition,  any of the
properties  the Company may acquire  may have  characteristics  or  deficiencies
unknown to the  Company  that could  adversely  affect the  property's  value or
revenue  potential or, in the case of  environmental  or other  factors,  impose
liability on the Company, which could be significant.

The Company is subject to substantial  legal,  regulatory and other requirements
regarding the development of land and requires government  approvals,  which may
be  denied,  and  thus the  Company  may  encounter  difficulties  in  obtaining
entitlements  on a timely  basis,  which could limit its ability to sell land at
levels comparable with the recent past.

There  are  many  legal,   regulatory  and  other  requirements   regarding  the
development  of  land,  which  may  delay  the  start  of  planned   development
activities,  increase the Company's  expenses or limit the Company's  customers'
development activities. Development activities performed in connection with real
estate sales  include  obtaining  necessary  governmental  approvals,  acquiring
access to water  supplies,  installing  utilities and necessary storm drains and
building  or  improving  roads.  Numerous  local,  state and  federal  statutes,
ordinances  and  rules  and  regulations,  including  those  concerning  zoning,
resource   protection  and  environmental  laws,  regulate  these  tasks.  These
regulations often provide broad discretion to the governmental  authorities that
regulate  these  matters  and  from  whom  the  Company  must  obtain  necessary
approvals.  The  approval  process  can be lengthy and delays can  increase  the
Company's costs, as well as the costs for the primary customers of the Company's
real estate business (residential and commercial developers).  Failure to obtain
necessary  approvals  could  significantly  adversely  affect the Company's real
estate development activities and its results of operations.

Increases in taxes or  governmental  fees would  increase the  Company's  costs.
Also,  adverse  changes in tax laws could  reduce  customer  demand for land for
commercial and residential development.

Increases in real estate taxes and other local  governmental  fees, such as fees
imposed on developers to fund schools,  open space and road  improvements  or to
provide low and moderate income housing,  would increase the Company's costs and
have an adverse effect on the Company's  operations.  In addition,  increases in
local real  estate  taxes or  changes  in income  tax laws that would  reduce or
eliminate tax  deductions or incentives  could  adversely  affect  homebuilders'
potential  customer demand and could  adversely  affect future land sales by the
Company to those homebuilders.

                                       8

Unless the City of Rio Rancho supplements its current water supply,  development
of the Company's remaining Rio Rancho land may be adversely affected.

All of the  Company's  future Rio Rancho land  development  will  require  water
service from the City of Rio Rancho or from another  source.  While the city has
not denied any development in the past due to a shortage of water supply, it has
recently  expressed concerns that its current water supply cannot support growth
indefinitely.  Although  the  city is  currently  pursuing  various  methods  to
supplement its water supply, if it is unsuccessful, development of the Company's
remaining Rio Rancho land could be adversely affected.

The Company may be subject to environmental liability.

Various  laws and  regulations  impose  liability  on real  property  owners and
operators for the costs of investigating, cleaning up and removing contamination
caused by hazardous or toxic  substances at the property.  In the Company's role
as a property  owner or  developer,  the  Company  could be held liable for such
costs.  This  liability  may be imposed  without  regard to the  legality of the
original  actions  and without  regard to whether  the  Company  knew of, or was
responsible  for, the  presence of the  hazardous  or toxic  substances.  If the
Company  fails to disclose  environmental  issues,  it could also be liable to a
buyer or lessee of the property.  In addition,  some environmental laws create a
lien on the  contaminated  site in favor of the government for damages and costs
incurred in connection  with the  contamination.  If the Company incurs any such
liability  that is  material,  its  results  of  operations  would be  adversely
affected.

Real estate is a cyclical  industry,  and the  Company's  results of  operations
could be adversely affected during cyclical downturns in the industry.

During  periods  of  economic  expansion,  the real  estate  industry  typically
benefits from an increased  demand for  developable  land.  In contrast,  during
periods of economic contraction, the real estate industry is typically adversely
affected by a decline in demand. For example,  beginning in early 2007 increased
defaults under sub-prime  mortgages led to significant  losses for the companies
offering such mortgages and  contributed to a severe downturn in the residential
housing market that is continuing.  Further,  real estate  development  projects
typically  begin,  and financial and other resources are committed,  long before
the real estate  project comes to market,  which could be during a time when the
real estate market is depressed.  There can be no assurance  that an increase in
demand or an economic  expansion  will be  sustained  in the Rio Rancho  market,
where the Company's core real estate  business is based and operates,  or in any
other new market into which the Company expands its real estate operations.  Any
of the following  (among other factors,  including those mentioned  elsewhere in
this  report)  could cause a general  decline in the demand for  residential  or
commercial real estate which, in turn,  could contribute to a severe downturn in
the real estate  development  industry that could have an adverse  effect on the
Company's results of operations:

  -  changes in government regulation;

  -  periods of general economic slowdown or recession;

  -  rising  interest  rates  and a  decline  in  the  general  availability  or
     affordability of mortgage financing;

  -  adverse changes in local or regional economic conditions;

  -  shifts in population away from the markets that the Company serves;

  -  tax law changes,  including  potential  limits on, or  elimination  of, the
     deductibility of certain mortgage interest expense, real property taxes and
     employee relocation expenses; and

  -  acts of God, including hurricanes, earthquakes and other natural disasters.

Changing  market  conditions may adversely  affect  companies in the real estate
industry,  which rely upon credit in order to finance  their  purchases  of land
from the Company.

Changes in interest rates and other economic factors can dramatically affect the
availability of capital for the Company's developer  customers.  Residential and
commercial  developers to whom the Company  frequently sells land typically rely
upon  third  party  financing  to  provide  the  capital   necessary  for  their
acquisition of land.  Changes in economic and other external  market  conditions

                                       9

may result in a developer's inability to obtain suitable financing,  which could
adversely  impact the  Company's  ability to sell land,  or force the Company to
sell  land at  lower  prices,  which  would  adversely  affect  its  results  of
operations.

Changes  in  general  economic,   real  estate  development  or  other  business
conditions  could  adversely  affect the  Company's  business and its  financial
results.

A significant  percentage of the Company's real estate revenues are derived from
customers  in the  residential  homebuilding  business,  which  is  particularly
sensitive  to changes in economic  conditions  and factors  such as the level of
employment,  consumer  confidence,  consumer  income,  availability  of mortgage
financing and interest rates.  Adverse changes in any of these  conditions could
decrease  demand for homes  generally and therefore  affect the pricing of homes
and in turn the price of land sold to developers,  which could adversely  affect
the Company's results of operations.

A number of contracts  for  individual  Rio Rancho home site sales made prior to
1977  require  the  Company  to  exchange  land in an area that is  serviced  by
utilities for land in areas where utilities are not installed.

In connection  with certain  individual Rio Rancho home site sales made prior to
1977, if water,  electric and telephone  utilities have not reached the lot site
when a purchaser is ready to build a home,  the Company is obligated to exchange
a lot in an area then serviced by such  utilities for the lot of the  purchaser,
without cost to the purchaser.  Although this has not been the case in the past,
if the Company were to experience a large number of requests for such  exchanges
in the future, the Company's results of operations could be adversely impacted.

If  subcontractors  are not available to assist in completing the Company's land
development projects,  the Company may not be able to complete those projects on
a timely basis.

The  development of land on a timely basis is critical to the Company's  ability
to complete  development  projects in accordance with the Company's  contractual
obligations.  The  availability  of  subcontractors  in the markets in which the
Company  operates  can be  affected  by factors  beyond the  Company's  control,
including the general demand for these  subcontractors by other  developers.  If
subcontractors  are not available when the Company requires their services,  the
Company may experience delays or be forced to seek alternative suppliers,  which
may increase costs or adversely  affect the Company's  ability to sell land on a
timely basis.

Land investments are generally illiquid, and the Company may not be able to sell
the Company's  properties when it is  economically or otherwise  important to do
so.

Land investments  generally cannot be sold quickly, and the Company's ability to
sell  properties  may be affected by market  conditions.  The Company may not be
able to  diversify  or vary  its  portfolio  promptly  in  accordance  with  its
strategies or in response to economic or other conditions. The Company's ability
to pay down debt, reduce interest costs and acquire properties is dependent upon
its ability to sell the properties it has selected for disposition at the prices
and within the deadlines the Company has established for each property.

Risks Related to the Company's Media Service Operations
-------------------------------------------------------
The Company's media services  operations could face increased costs and business
disruption from instability in the newsstand distribution channel.

The Company extends credit to various newsstand distribution services customers,
whose credit  worthiness  and  financial  position may be affected by changes in
economic  or  other  external   conditions.   Financial   instruments  that  may
potentially subject the Company to a significant concentration of risk primarily
consist  of  trade  accounts   receivable  from   wholesalers  in  the  magazine
distribution  industry.  Due to industry  consolidation,  four major  wholesaler
groups represent over 80% of the wholesale magazine distribution  business,  and
the  insolvency  of any of them  could  have a  material  adverse  impact on the
Company's results of operations and financial condition. In addition, due to the
significant  concentration,  should  there  be a  disruption  in  the  wholesale
channel,  it could impede the Company's  ability to distribute  magazines to the
retail marketplace.

                                       10

Almost all of the  Company's  revenues in the Company's  newsstand  distribution
services  business are derived from sales made on a fully returnable  basis, and
an error in estimating  expected  returns could cause a misstatement of revenues
for the period affected.

As is  customary  in  the  magazine  distribution  industry,  almost  all of the
Company's revenues in its newsstand  distribution  services business segment are
derived from sales made on a fully returnable basis,  meaning that customers may
return unsold copies of magazines for credit.  During the Company's  fiscal year
ended April 30, 2008, customers ultimately returned for credit approximately 68%
of the magazines  initially  distributed by the Company.  The Company recognizes
revenues  from the  distribution  of  magazines  at the time of  delivery to the
wholesalers,  less a reserve for  estimated  returns that is based on historical
experience  and  recent  sales data on an  issue-by-issue  basis.  Although  the
Company has the  contractual  right to return  these  magazines  for  offsetting
credits from the publishers  from whom the magazines are purchased,  an error in
estimating  the  percentage of returns at the end of an accounting  period could
have the effect of understating or overstating  revenues in the period affected,
which  misstatement  would have to be adjusted in the subsequent period when the
actual return information became known.

The  introduction and increased  popularity of alternative  technologies for the
distribution  of news,  entertainment  and other  information  and the resulting
shift in consumer habits and advertising  expenditures from print to other media
could adversely affect the Company's media services business segments.

Revenues in the  Company's  media  services  business  segments are  principally
derived  from  services  the  Company   performs  for  traditional   publishers.
Historically, a reduction in the demand for the Company's newsstand distribution
services due to lower sales of magazines at  newsstands  has often been at least
partially offset by an increase in demand for the Company's fulfillment services
as consumers affected by the reduction in newsstand  distribution instead sought
publications   through   subscription.   However,   the  distribution  of  news,
entertainment  and other  information  via the Internet has become  increasingly
popular, and consumers increasingly rely on personal computers,  cellular phones
or  other  electronic  devices  for such  information.  The  resulting  shift of
advertising dollars from traditional print media to online media could adversely
affect the publishing industry in general and have a negative impact on both the
Company's  fulfillment and newsstand  distribution  segments due to the shift in
consumer  demand away from print media and toward digital  downloading and other
delivery methods.

The Company's publisher  customers face increased costs for paper,  printing and
postal rates. This could have a negative affect on their operating  income,  and
this in turn could negatively affect the Company's media services operations.

The Company's  publisher  customers'  principal raw material is paper. Paper and
printing  prices have  fluctuated  over the past several years,  and significant
unanticipated  increases  in paper  prices  could  adversely  affect a publisher
customer's  operating  income.  Postage  for  magazine  distribution  and direct
solicitation is another significant operating expense of the Company's publisher
customers,  which  primarily use the U.S.  Postal  Service to  distribute  their
products.  The U.S. Postal Service  implemented a postal rate increase effective
May 12, 2008. Any significant increases in paper costs, printing costs or postal
rates that  publishers  are not able to offset  could have a negative  affect on
their operating  income,  and this in turn could negatively affect the Company's
media services operations.

Competitive  pressures  may result in a decrease in the  Company's  revenues and
profitability.

The  fulfillment  and  newsstand  distribution  services  businesses  are highly
competitive, and some of the Company's competitors have financial resources that
are  substantially   greater  than  the  Company's.   The  Company   experiences
significant price  competition in the markets in which it competes.  Competition
in the Company's media services  businesses may come not only from other service
providers,  but also from the  Company's  customers,  who may  choose to develop
their own internal  fulfillment or  distribution  operations,  thereby  reducing
demand  for the  Company's  services.  Competitive  pressures  could  cause  the
Company's  media  services   businesses  to  lose  market  share  or  result  in
significant  price  erosion that could have an adverse  effect on the  Company's
results of operations.

                                       11

The  Company's  operating  results  depend  in  part  on  successful   research,
development  and  marketing  of new or  improved  services  and data  processing
capabilities  and  could  suffer  if the  Company  is not  able to  continue  to
successfully implement new technologies.

The Company  operates in highly  competitive  markets  that are subject to rapid
change, and must therefore continue to invest in developing  technologies and to
improve  various  existing  systems  in order to remain  competitive.  There are
substantial  uncertainties  associated with the Company's efforts to develop new
technologies and services for the magazine  fulfillment and distribution markets
the Company serves. The Company makes significant investments in new information
processing technologies and services that may or may not prove to be profitable.
Even if these developments are profitable,  the operating margins resulting from
their  application  would  not  necessarily  result in an  improvement  over the
Company's historical margins.

The Company may not be able to  successfully  introduce  new  services  and data
processing capabilities on a timely and cost-effective basis.

The success of new and improved  services depends on their initial and continued
acceptance by the publishers and other customers with whom the Company  conducts
business.  The Company's  media  services  businesses  are affected,  to varying
degrees,  by technological  change and shifts in customer demand.  These changes
result in the  transition  of services  provided and increase the  importance of
being  "first  to  market"  with  new   services  and   information   processing
innovations.  Difficulties or delays in the development, production or marketing
of new services and information processing capabilities may be experienced,  and
may adversely affect the Company's results of operations. These difficulties and
delays could also prevent the Company from realizing a reasonable  return on the
investment   required  to  bring  new   services  and   information   processing
capabilities to market on a timely and cost effective basis.

The Company's  operations  could be disrupted if its  information  systems fail,
causing increased expenses and loss of sales.

The Company's  business depends on the efficient and uninterrupted  operation of
its  systems and  communications  capabilities,  including  the  maintenance  of
customer databases for billing and label processing,  and the Company's magazine
distribution order regulation system. If a key system were to fail or experience
unscheduled  downtime  for any  reason,  even if only  for a short  period,  the
Company's  operations  and financial  results could be adversely  affected.  The
Company's  systems could be damaged or interrupted by a security  breach,  fire,
flood, power loss, telecommunications failure or similar events. The Company has
a formal disaster recovery plan in place, but this plan may not entirely prevent
delays or other  complications  that  could  arise from an  information  systems
failure.  The  Company's  business  interruption  insurance  may not  adequately
compensate the Company for losses that may occur.

The Company  depends on the Internet to deliver some services,  which may expose
the Company to various risks.

Many of the Company's operations and services,  including order taking on behalf
of customers and communications with customers and suppliers, involve the use of
the Internet.  The Company is therefore subject to factors that adversely affect
Internet usage,  including the reliability of Internet  service  providers that,
from time to time, have  operational  problems and experience  service  outages.
Additionally,  as the Company  continues  to increase  the  services it provides
using the Internet,  the Company is increasingly subject to risks related to the
secure transmission of confidential information over public networks. Failure to
prevent security  breaches of the Company's  networks or those of its customers,
or a security breach  affecting the Internet in general could  adversely  affect
the Company's results of operations.

The  Company  is subject  to  extensive  rules and  regulations  of credit  card
associations.

The Company  processes a large number of credit card  transactions  on behalf of
its  fulfillment  services  customers and is thus subject to the extensive rules
and regulations of the leading credit card  associations.  The card associations
modify their rules and regulations from time to time and the Company's inability
to anticipate changes in rules, regulations or the interpretation or application
thereof may result in substantial disruption to its business.  In the event that
the card associations or the sponsoring banks determine that the manner in which
the Company  processes  certain  card  transactions  is not in  compliance  with
existing rules and regulations,  or if the card associations  adopt new rules or
regulations that prohibit or restrict the manner in which the Company  processes

                                       12

card  transactions,  the  Company may be forced to modify the manner in which it
operates,  which  may  increase  costs,  or cease  processing  certain  types of
transactions  altogether,  either of which  could have a negative  impact on its
business.  As an example of the card  associations  amending their  regulations,
Kable is now  required  to comply  with the  Payment  Card  Industry  (PCI) Data
Security  Standard.  The  Company  continues  to  implement  its  plans  at  its
fulfillment  services  locations where credit card transactions are processed in
order to meet the compliance requirements of the PCI Data Security Standard. The
Company may be subject to  substantial  penalties  and fines if it is determined
that its plans or performance do not meet the compliance requirements of the PCI
Data Security Standard.

A  failure  to  successfully   migrate  customers  at  the  Company's   Colorado
fulfillment  services  location from an outsourced data processing  system to an
internal system may burden the Company with continued additional costs.

During  fiscal 2003,  Kable  acquired the  Colorado-based  fulfillment  services
business of Electronic Data Systems Corporation  ("EDS").  Since that time Kable
has outsourced to EDS a substantial  portion of the data processing  required to
service that  business and during fiscal 2008 has migrated much of that activity
to  its  own  systems.   However,  under  the  outsourcing  contract,  the  full
outsourcing  charge  remains  payable so long as any  outsourcing  services  are
provided. The Company anticipates completing this migration process by September
2008. The migration  process is technically  complex,  however,  and the Company
continues to address issues that have delayed the complete migration. Should the
Company  encounter  unanticipated  problems that will further delay the complete
migration, it may continue to be burdened with the outsourcing of this business.

If the Company cannot efficiently  integrate the constituents of its fulfillment
business,  it may not realize the expected  benefits of the  acquisition of Palm
Coast, and the resources and attention  required for successful  integration may
interrupt the existing fulfillment business.

In  January 2007,  the  Company  acquired  Palm Coast,  which is, like Kable,  a
leading  United  States  provider  of  fulfillment   services  to  the  magazine
publishing  industry.  An important objective of the Company is to integrate the
Company's two  fulfillment  businesses and thereby  reduce costly  duplications.
There is a  significant  degree of  difficulty  involved  in this  process.  The
maintenance  of  ongoing  operations  of each  business  while  integrating  the
businesses  will  depend on the  Company's  ability to retain key  officers  and
personnel  while it  simultaneously  proceeds  to  expand  its  operational  and
financial systems.  This increase in operating  complexities may have a negative
near and long-term effect on the Company's  anticipated  benefits resulting from
the acquisition.

Other Business Risks
--------------------

The Company may be unable to obtain financing on acceptable  terms,  which could
preclude it from continuing  operations at their current levels,  or from making
future acquisitions.

The  Company's  operations  depend on its  ability to obtain  financing  for the
development of land in the real estate business, for working capital and capital
expenditure  requirements in the media services business,  and for making future
acquisitions. If the Company is not able to obtain suitable financing, its costs
could  increase  and its  revenues  could  decrease,  or the  Company  could  be
precluded from continuing its operations at current or desired  levels,  or from
making  future  acquisitions.  Increases  in  interest  rates  can  make it more
difficult  and  expensive  to obtain the funds  needed to operate the  Company's
businesses.   The  applicable  interest  rates  on  the  revolving  bank  credit
facilities  that  the  Company  has in  place  fluctuate  based  on  changes  in
short-term  interest  rates.  Increases  in interest  rates would  increase  the
Company's  interest  expense  and  adversely  affect  the  Company's  results of
operations and its ability to make acquisitions.

The Company may engage in future acquisitions and may encounter  difficulties in
integrating  the  acquired  businesses,  and,  therefore,  may not  realize  the
anticipated  benefits of the acquisitions in the time frames anticipated,  or at
all.

From time to time, the Company may seek to grow through  strategic  acquisitions
intended to complement or expand one or more of its business  segments,  such as
the acquisition of Palm Coast in January 2007, or to enable the Company to enter
a new  business.  The success of these  transactions  will depend in part on the
Company's  ability to  integrate  the  systems and  personnel  acquired in these

                                       13

transactions into its existing  business without  substantial  costs,  delays or
other operational or financial problems.  The Company may encounter difficulties
in  integrating  acquisitions  with the  Company's  operations  or in separately
managing a new business.  Furthermore, the Company may not realize the degree of
benefits that the Company anticipates when first entering into a transaction, or
the Company may realize  benefits more slowly than it anticipates.  Any of these
problems or delays could adversely affect the Company's results of operations.

The Company's  current  management  and internal  systems may not be adequate to
handle the Company's growth.

To manage the Company's future growth, the Company's management must continue to
improve  operational  and  financial  systems and to expand,  train,  retain and
manage the Company's  employee  base. As the Company  continues to grow, it will
also  likely  need  to  recruit  and  retain  additional   qualified  management
personnel,  and its  ability  to do so will  depend  upon a number  of  factors,
including  the Company's  results of  operations  and prospects and the level of
competition then prevailing in the market for qualified  personnel.  At the same
time,  the Company  will likely be  required to manage an  increasing  number of
relationships  with  various  customers  and  other  parties.  If the  Company's
management personnel, systems, procedures and controls are inadequate to support
its operations,  expansion could be slowed or halted and the opportunity to gain
significant  additional market share could be impaired or lost. Any inability on
the part of the Company's  management to manage the Company's growth effectively
may adversely affect its results of operations.

The Company's  business  could be seriously  harmed if the Company's  accounting
controls and  procedures  are  circumvented  or otherwise  fail to achieve their
intended purposes.

Although the Company  evaluates its internal  controls over financial  reporting
and the Company's disclosure controls and procedures at the end of each quarter,
any system of controls,  however well designed and operated, is based in part on
certain  assumptions and can provide only reasonable,  not absolute,  assurances
that the objectives of the system are met. Any failure or  circumvention  of the
controls  and  procedures  or  failure  to comply  with  regulations  related to
controls and  procedures  could have a material  adverse effect on the Company's
results of operations.

In  addition,  there can be no assurance  that the  Company's  internal  control
systems and procedures,  or the integration of its fulfillment businesses or any
other future  acquisitions  and their  respective  internal  control systems and
procedures,  will not  result in or lead to a future  material  weakness  in the
Company's internal controls,  or that the Company or its independent  registered
public  accounting  firm will not identify a material  weakness in the Company's
internal  controls  in the  future.  If the  Company's  internal  controls  over
financial  reporting are not considered  adequate,  the Company may experience a
loss of public  confidence,  which could have an adverse effect on the Company's
business and the price of the Company's common stock.

Further,  deficiencies  or weaknesses that are not yet identified by the Company
could emerge and the  identification  and  correction of those  deficiencies  or
weaknesses could have an adverse effect on the Company's results of operations.

The  Company's  pension  plan,  which the Company  froze in 2004,  is  currently
underfunded and may require additional cash contributions.

The Company's  pension plan was underfunded on a generally  accepted  accounting
principles  basis by  approximately  $2.0 million at April 30, 2008. The Company
froze the  pension  plan  effective  March 1,  2004 so that from that date there
would be no new participants in the plan and the existing  participants'  future
compensation  would  not  affect  their  pension  benefits.   A  key  assumption
underlying the actuarial  calculations  upon which the Company's  accounting and
reporting  obligations  for the pension plan are based is an assumed  investment
rate of return of eight  percent.  If the pension plan assets do not realize the
expected  rate of  return,  or if any other  assumptions  are  incorrect  or are
modified,  the Company  could be required to make  contributions  to the pension
plan until the plan is fully funded,  which could limit the Company's  financial
flexibility.

                                       14

The   Company's   quarterly   and  annual   operating   results  can   fluctuate
significantly.

The  Company  has  experienced,   and  is  likely  to  continue  to  experience,
significant  fluctuations in its quarterly and annual operating  results,  which
may adversely  affect the  Company's  stock price.  Future  quarterly and annual
operating  results  may not  align  with past  trends  as a result  of  numerous
factors,  including  many factors that result from the  unpredictability  of the
nature and timing of real estate land sales,  the  variability  in gross  profit
margins and competitive pressures.

Changes in the Company's income tax estimates could affect profitability.

In  preparing  the  Company's  consolidated  financial  statements,  significant
management  judgment is required to estimate the  Company's  income  taxes.  The
Company's  estimates  are based on its  interpretation  of federal and state tax
laws and regulations.  The Company estimates actual current tax due and assesses
temporary  differences  resulting from differing  treatment of items for tax and
accounting purposes. The temporary differences result in deferred tax assets and
liabilities,  which are included in the Company's  consolidated  balance  sheet.
Adjustments may be required by a change in assessment of the Company's  deferred
tax assets and  liabilities,  changes  due to audit  adjustments  by federal and
state tax  authorities,  and changes in tax laws. To the extent  adjustments are
required in any given period,  the Company will include the  adjustments  in the
tax  provision in its  financial  statements.  These  adjustments  could have an
adverse effect on the Company's  financial  position,  cash flows and results of
operations.

The  price of the  Company's  common  stock  over the  past two  years  has been
volatile.  This  volatility may make it difficult for  shareholders  to sell the
Company's  common stock,  and the sale of  substantial  amounts of the Company's
common stock could adversely affect the price of the Company's common stock.

The market price for the Company's common stock varied between a high of $149.99
and a low of $26.17 per share  during the two years ended April 30,  2008.  This
volatility may make it difficult for a shareholder to sell the Company's  common
stock,  and the sale of substantial  amounts of the Company's common stock could
adversely  affect the price of the common stock.  The  Company's  stock price is
likely to continue to be volatile and subject to significant price  fluctuations
in response to market and other factors,  including the other factors  discussed
in "Risk Factors," and:

  -  variations in the Company's  quarterly and annual operating results,  which
     could be significant;

  -  material announcements by the Company or the Company's competitors;

  -  sales of a substantial number of shares of the Company's common stock; and

  -  adverse changes in general market conditions or economic trends.

In  addition to the factors  discussed  above,  the  Company's  common  stock is
relatively thinly traded,  which means that large  transactions in the Company's
common  stock may be  difficult  to  conduct in a short time frame and may cause
significant fluctuations in the price of the Company's common stock. The average
daily  trading  volume  in the  Company's  common  stock on the New  York  Stock
Exchange  over  the  ten-day  trading  period  ending  on  April  30,  2008  was
approximately  58,400  shares per day.  Further,  there have been,  from time to
time, significant "short" positions in the Company's common stock, consisting of
borrowed  shares sold,  or shares sold for future  delivery,  which may not have
been  borrowed.  The Company does not know whether any of these short  positions
are covered by "long"  positions owned by the short sellers.  The short interest
in the Company's common stock, as reported by the New York Stock Exchange on May
30,  2008,  was  approximately  316,000  shares,  or  approximately  5.3% of the
Company's  outstanding  shares.  Any attempt by the short  sellers to  liquidate
their positions over a short period of time could cause  significant  volatility
in the price of the Company's common stock.

In the past, following periods of volatility in the market price of their stock,
many companies have been the subject of securities class action  litigation.  If
the Company  becomes  involved in  securities  class  action  litigation  in the
future,  it could result in  substantial  costs and  diversion of the  Company's
management's  attention and resources and could harm the Company's  stock price,
business, prospects, results of operations and financial condition. In addition,
the  broader  stock  market  has  experienced   significant   price  and  volume

                                       15

fluctuations in recent years.  This volatility has affected the market prices of
securities  issued by many  companies for reasons  unrelated to their  operating
performance and may adversely affect the price of the Company's common stock.

The Company has a principal  shareholder whose interests may conflict with other
investors.

The Company has a principal  shareholder,  Nicholas G. Karabots,  who,  together
with  certain  of  his  affiliates,  currently  owns  approximately  61%  of the
Company's  outstanding  common stock.  As a result,  this principal  shareholder
exercises  significant  influence over the Company's major decisions,  including
through his ability to vote for the members of the Company's Board of Directors.
Because of this voting power,  the  principal  shareholder  could  influence the
Company to make  decisions that might run counter to the wishes of the Company's
other investors generally. In addition, publishing companies owned or controlled
by the Company's  principal  shareholder are also  significant  customers of the
Company's  distribution  business,  as  well  as  customers  of its  fulfillment
services business, and, as a result, the shareholder may have business interests
with  respect to the Company  that  differ from or conflict  with those of other
holders of the Company's common stock.

Although  the Company has paid  dividends in the  preceding  fiscal  years,  the
Company has no regular  dividend  policy and offers no  assurance  of any future
dividends.  Any short-term  return on an investment in the Company's  stock will
depend on its market price.

The Company has paid special cash  dividends on its common stock during the five
fiscal  years 2004  through  2008 of $0.25,  $0.40,  $0.55,  $0.85 and $1.00 per
share,  and also paid an additional  special cash dividend of $3.50 per share in
January  2006.  The Board of Directors  has stated that 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 commensurate in
amount or frequency with past dividends.

The Company is currently a  "controlled  company"  within the meaning of the New
York Stock  Exchange  rules.  As a result,  the Company is exempt  from  certain
corporate  governance  requirements and will not need to fully comply with those
requirements  until  one year  after  the  Company  is no  longer a  "controlled
company."

Because  Nicholas G. Karabots and certain of his affiliates  together  currently
own more than 50% of the voting power of the Company's common stock, the Company
is  considered  a  "controlled  company"  for  the  purposes  of the  rules  and
regulations of the New York Stock  Exchange.  As such, the Company is permitted,
and has elected,  to opt out of the New York Stock  Exchange  requirements  that
would  otherwise  require its  compensation  and human  resources  committee  to
consist  entirely of  independent  directors.  The Company has also opted not to
have a  nominating/corporate  governance  committee  as required by the New York
Stock  Exchange  for  non-controlled  companies.  At such time,  if any,  as the
Company is no longer considered a "controlled company" for purposes of the rules
and  regulations  of the New York Stock  Exchange,  those rules and  regulations
provide for a twelve month  transition  period during which the Company will not
need to fully comply with the  otherwise  applicable  requirements.  The Company
will  not be  required  to have  entirely  independent  compensation  and  human
resources and  nominating/corporate  governance  committees  until twelve months
following the date on which it ceases to be a controlled  company,  although the
Company will need to phase in independent  members for each of these  committees
starting  on the date  that it  ceases  to be a  controlled  company.  While the
Company remains a controlled  company and during any transition period following
the Company's ceasing to be a controlled company,  shareholders may not have the
same  protections  afforded to shareholders of companies that are subject to all
of the New York Stock Exchange corporate governance requirements.

Oklahoma law and the  Company's  charter  documents  may impede or  discourage a
takeover,  which could cause the market price of the  Company's  common stock to
decline.

The Company is an Oklahoma  corporation,  and the  anti-takeover  provisions  of
Oklahoma  law impose  various  impediments  to the  ability of a third  party to
acquire control of the Company,  even if a change in control would be beneficial
to the Company's  existing  shareholders.  The Company's amended  certificate of

                                       16

incorporation  generally  prohibits  the  Company  from  engaging  in  "business
combinations"  with an "interested  shareholder"  unless the holders of at least
two-thirds  of  the  Company's  then   outstanding   common  stock  approve  the
transaction.

In addition to this restriction,  some other provisions of the Company's amended
certificate  of  incorporation  and of its by-laws may  discourage  certain acts
involving a  fundamental  change of the  Company.  For  example,  the  Company's
amended  certificate of incorporation and its by-laws contain certain provisions
that:

  -  classify the Company's Board of Directors into three classes, each of which
     serves for a term of three years,  with one class being  elected each year;
     and

  -  prohibit shareholders from calling a special meeting of shareholders.

Because the Company's Board of Directors is classified and the Company's amended
certificate of incorporation and by-laws do not otherwise provide,  Section 1027
of the Oklahoma General Corporation Act permits the removal of any member of the
board of  directors  only for cause.  These  provisions  could  impede a merger,
takeover or other  business  combination  involving  the Company or discourage a
potential  acquirer from making a tender offer for the  Company's  common stock,
which,  under  certain  circumstances,  could  reduce  the  market  price of the
Company's common stock.

Item 1B. Unresolved Staff Comments
-------- -------------------------

Not applicable.

Item 2. Properties
------- ----------

The Company's  executive offices are located in approximately  2,000 square feet
of leased  space in an office  building in  Princeton,  New Jersey.  Real Estate
operations  are based in  approximately  5,400 square feet of leased space in an
office  building  in Rio  Rancho,  New Mexico.  In  addition,  other real estate
inventory and investment  properties are described in Item 1. Kable's  executive
offices  are  based  in New York  City,  and  these  offices  together  with the
production,  administration,  sales and  other  facilities  for its  Fulfillment
Services and Newsstand  Distribution  Services businesses are located in sixteen
owned or leased  facilities  which,  in the  aggregate,  comprise  approximately
800,000  square  feet of  space  with the  principal  locations  in Mt.  Morris,
Illinois;  Palm Coast,  Florida;  Louisville,  Colorado  and New York City.  The
Company believes its facilities are adequate for its current requirements.

Item 3. Legal Proceedings
------- -----------------

A. A subsidiary of Kable was one of a number of defendants in a lawsuit in which
the  plaintiff,  a former  wholesaler  no longer in  business,  alleged that the
Company and other national  magazine  distributors  and  wholesalers  engaged in
violations of the Robinson-Patman Act (which generally prohibits  discriminatory
pricing) that caused it to go out of business. The plaintiff sought damages from
the Kable defendant of approximately $15.2 million; any damages awarded would be
trebled. In September 2005, the Court granted the motion for summary judgment of
the  defendants,  including  Kable,  and  judgment  in favor of the  defendants,
including Kable, was entered.  The plaintiff filed an appeal of the judgment and
on March 25, 2008 the  appellate  court denied the appeal.  All time periods for
the  plaintiff  to seek further  review of the summary  judgment in favor of the
defendants have expired and plaintiff's case is over.

B. In June 2008 a lawsuit was brought  against the Company's Kable News Company,
Inc.  subsidiary by the owner of a warehouse  building  leased by the subsidiary
that was totally destroyed in a fire in December 2007. An employment agency that
provided the subsidiary  with a temporary  employee who is alleged to have had a
role in starting  the fire is also named as a defendant.  Plaintiff  charges the
subsidiary with  negligence and willful and wanton  misconduct and seeks damages
in excess of $50,000.  The Company's  liability  insurance provides coverage for
the negligence  claim up to the policy limit,  which may or may not be more than
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  charges and  assertable  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.

                                       17

C. The Company and its  subsidiaries  are  involved in various  other claims and
legal  actions  arising in the normal  course of  business.  While the  ultimate
results of these matters cannot be predicted with certainty, management believes
that they will not have a material adverse effect on the Company's  consolidated
financial position, liquidity or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------
There were no matters  submitted to a vote of security holders during the fourth
quarter of fiscal 2008.

Executive Officers of the Registrant

Set forth below is certain  information  concerning  persons who are the current
executive officers of the Company.

Name              Office Held / Principal Occupation for Past Five Years    Age
----              ------------------------------------------------------    ---
James Wall        Senior Vice President of the Company since 1991;          71
                  Chairman, President and Chief Executive Officer of
                  AMREP Southwest Inc. since 1991.

Peter M. Pizza    Vice President and Chief Financial Officer of the         57
                  Company since 2001; Vice President and Controller
                  of the Company from 1997 to 2001.

Irving Needleman  Vice President, General Counsel and Secretary of the      70
                  Company since November 2006; Of counsel to the law
                  firm of McElroy, Deutsch, Mulvaney & Carpenter, LLP
                  from September 2005 to October 2006.  Partner in the
                  law firm of Jacobs Persinger & Parker for more than
                  four years prior to September 2005.

Michael P. Duloc  President and Chief Executive Officer of Kable            51
                  Media Services since June 1, 2007; President of
                  Kable's Newsstand Distribution Services business
                  since 1996 and Chief Operating Officer of that business
                  until June 2007; President and Chief Operating Officer
                  of Kable's Fulfillment Services business from 2000 until
                  January 2007.

John Meneough     Executive Vice President, Fulfillment Services of         60
                  Kable Media Services, Inc. and President and Chief
                  Operating Officer of the Company's Fulfillment Services
                  business since January 2007.  President of Palm Coast
                  Data Holdco, Inc. and Palm Coast Data LLC since 2002
                  and President of their predecessor companies since 1996.

The executive officers are elected or appointed by the Board of Directors of the
Company or its appropriate subsidiary to serve until the appointment or election
and  qualification  of their  successors or their earlier death,  resignation or
removal.

                                       18

                                     PART II
                                     -------
Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
------- ------------------------------------------------------------------------
        Issuer Purchases of Equity
        --------------------------
The Company's  common stock is traded on the New York Stock  Exchange  under the
symbol "AXR". On July 1, 2008, there were approximately 900 holders of record of
the common stock. The range of high and low sales prices for the last two fiscal
years by quarter is presented below:

                     FIRST                   SECOND                    THIRD                    FOURTH
               -------------------    -------------------      ----------------------    ---------------------
                 HIGH        LOW        HIGH        LOW          HIGH          LOW         HIGH         LOW
               --------    --------   --------   --------      ---------     --------    ---------    --------
   2008        $  69.31    $  40.75   $  41.54   $  26.17      $   46.34     $  27.94    $   58.25    $  34.47
   2007        $  65.00    $  34.55   $  73.70   $  35.84      $  149.99     $  57.14    $  111.75    $  59.00

Dividend Policy

The Company paid  special cash  dividends on its common stock of $1.00 and $0.85
per share during 2008 and 2007 following the end of the preceding  fiscal years.
The Board of Directors has stated that 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  commensurate in amount or
frequency with past dividends.

Performance Graph

The following  graph compares the  cumulative  total  shareholder  return on the
Company's common stock with the cumulative total return of the Standard & Poor's
500  Index  ("S&P  500  Index")  and with an index  comprised  of the  stock (or
comparable equity interest) of 27 companies with market capitalizations  similar
to that of the Company  ("Similar Cap Issuers"),  for the five years ended April
30, 2008 (assuming the  investment of $100 in the stock of the Company,  the S&P
500 Index and the  Similar Cap Issuers at the close of trading on April 30, 2003
and the reinvestment of all dividends).  The Company cannot identify an index of
issuers engaged in operations  similar to those in which it is currently engaged
and  therefore  has  determined  to use the Similar Cap Issuers for  purposes of
comparison.

                                       19
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