EXHIBIT 4 (b)


                             MODIFICATION AGREEMENT


MODIFICATION  AGREEMENT  ("AGREEMENT")  ENTERED  INTO AS OF THE 7TH DAY OF JULY,
1999  BY  AND  BETWEEN  KABLE  NEWS  COMPANY,   INC.,  AN  ILLINOIS  CORPORATION
("BORROWER"),  AMREP CORPORATION, AN OKLAHOMA CORPORATION ("PARENT"), KABLE NEWS
EXPORT,  LTD.,  A DELAWARE  CORPORATION,  KABLE NEWS  COMPANY OF CANADA  LTD, AN
ONTARIO,  CANADA  CORPORATION,  KABLE  NEWS  INTERNATIONAL,   INC.,  A  DELAWARE
CORPORATION,   AND  KABLE  FULFILLMENT   SERVICES  OF  OHIO,  INC.,  A  DELAWARE
CORPORATION  (COLLECTIVELY  REFERRED TO HEREIN AS  "SUBSIDIARIES"  AND BORROWER,
PARENT  AND  SUBSIDIARIES   COLLECTIVELY   REFERRED  TO  HREREIN  AS  "BORROWING
PARTIES"),  AND AMERICAN  NATIONAL BANK AND TRUST COMPANY OF CHICAGO  ("AGENT"),
HELLER FINANCIAL,  INC.  ("HELLER"),  MERRILL LYNCH BUSINESS  FINANCIAL SERVICES
INC. ("MERRILL") AND FIRST BANK ("FIRST BANK") (AGENT, HELLER, MERRILL AND FIRST
BANK COLLECTIVELY REFERRED TO HEREIN AS "LENDERS")


                               W I T N E S S E T H


     WHEREAS,  Borrower and Lenders have  executed  that certain Loan  Agreement
dated September 15, 1998 ("Loan Agreement")  relating to certain Loans ("Loans")
made by  Lenders  to  Borrower,  to wit,  a certain  Forty  Million  and  No/100
($40,000,000.00) Dollar Secured Revolving Credit Facility, a certain One Million
Two Hundred Thousand and No/100  ($1,200,000.00)  Dollar Secured Term Loan and a
certain One Million Five Hundred Thousand No/100  ($1,500,000.00) Dollar Secured
Term Loan; and

     WHEREAS, the Loans are evidenced by Notes (the "Notes") all dated September
15, 1998 executed by Borrower and delivered to the Lenders; and

     WHEREAS,  in connection  with the Loans,  Borrower and each Subsidiary have
executed and delivered those certain Security Agreements ("Security Agreements")
all dated September 15, 1998; and

     WHEREAS, in connection with the Loans,  Borrower has executed and delivered
that certain Trademark Collateral  Assignment and Security Agreement ("Trademark
Assignment") dated September 15, 1998; and

     WHEREAS,  in connection  with the Loans,  Parent and each  Subsidiary  have
executed  and  delivered  those  certain  Guaranties  ("Guaranties")  all  dated
September 15, 1998; and

     WHEREAS,  in connection  with the Loans,  Parent has executed and delivered
that certain Stock Pledge  Agreement  ("Stock  Pledge") dated September 15, 1998
(the Loan  Agreement,  the Notes,  Security  Agreements,  Trademark  Assignment,
Guaranties  and Stock  Pledge all  collectively  referred to herein as the "Loan
Documents"); and

     WHEREAS,  Lenders and Borrowing  Parties are desirous of modifying  certain
terms of the Loan  Documents in accordance  with the terms of this  Agreement as
hereafter set forth.

     NOW,  THEREFORE,  in  consideration  of the mutual  premises of the parties
hereto,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,

IT IS AGREED:

     1. Preambles. The preambles to this Agreement are fully incorporated herein
by this  reference  thereto  with the same force and  effect as though  restated
herein.

     2.  Defined  Terms.  To the  extent  not  otherwise  defined  herein to the
contrary, all capitalized terms and/or phrases used in this Agreement shall have
the respective meanings assigned to them in the Loan Documents.

     3.  Modification  of Loan Agreement and Waiver of Previous  Non-Compliance.
Borrowing Parties and Lenders hereby agree that as of the date of this Agreement
and  hereafter  Section  6.24.5  of the Loan  Agreement  is hereby  amended  and
restated to read:

 -6.24.5 Ratio of Returns.  The Borrower and its  Subsidiaries  will never allow
 the  ratio  of (x) the  sum of  consolidated  actual  returns,  allowances  and
 discounts for the current  month plus the two  preceding  months to (y) the sum
 of the  consolidated  reserves for returns from the three months  preceding the
 current month to be more than sixty six (66%)  percent  during the term of this
 Agreement."

     To the extent  Borrower and its  Subsidiaries  have not been in  compliance
with the Ratio of Returns ("Non-Compliance"), as previously stated and described
in Section 6.24.5 of the Loan Agreement, said Non-Compliance is hereby waived by
the Lenders.

     4. Other Loan Document Modifications.  All Loan Documents are hereby deemed
amended  and  modified  to  provide  that  any and all  references  to the  Loan
Agreement  therein are hereby deemed to be  references to the Loan  Agreement as
modified by this Agreement.

     5. Other Documents.  At Agent's request, the Borrowing Parties hereby agree
to execute and deliver  promptly to Agent such other  documents as Agent, in its
reasonable  discretion,  shall deem  necessary  or  appropriate  to evidence the
transactions contemplated herein.

     6.  Reaffirmation.  The Borrowing Parties do hereby reaffirm each and every
covenant,  condition,  obligation and provision set forth in the Loan Documents,
as modified hereby. The Borrowing Parties hereby restate and reaffirm all of the
warranties  and  representations  contained in the Loan  Documents,  as modified
hereby, as being true and correct as of the date hereof.

     7. References.  All references herein to any of the Loan Documents shall be
understood to be to the Loan Documents as modified hereby. All references in any
of the Loan  Documents  to any  other  one or more of the Loan  Documents  shall
hereafter be deemed to be to such document(s) as modified hereby.

     8. No Defense,  Counterclaims.  Each Borrowing Party hereby  represents and
warrants to, and covenants  with,  Lenders that as of the date hereof,  (a) each
Borrowing Party has no defenses,  offsets or counterclaims of any kind or nature
whatsoever  against  any  Lender  with  respect  to the Loans or any of the Loan
Documents,  or any  action  previously  taken or not  taken by any  Lender  with
respect thereto or with respect to any security interest,  encumbrance,  lien or
collateral in connection  therewith to secure the  liabilities of each Borrowing
Party,  and (b) that the Lenders have fully  performed all  obligations  to each
Borrowing Party which it may have had or has on and of the date hereof.

     9.  Release.  Without  limiting  the  generality  of  the  foregoing,  each
Borrowing  Party,  on its own behalf  and on the behalf of its  representatives,
partners,   shareholders,   subsidiaries,   affiliated  and  related   entities,
successors and assigns (hereinafter  collectively  referred to as the "Borrowing
Group" and as to the  Borrowing  Group,  each  Borrowing  Party  represents  and
warrants  that it has the  right,  power and  authority  to waive,  release  and
forever  discharge  on  behalf  of the  Borrowing  Group,  the  "Bank  Group" as
hereinafter  defined) waives,  releases and forever  discharges each Lender, and
their  respective  officers,  directors,  subsidiaries,  affiliated  and related
companies   or   entities,    agents,   servants,    employees,    shareholders,
representatives,   successors,  assigns,  attorneys,   accountants,  assets  and
properties,  as the case may be (together  hereinafter  referred to as the "Bank
Group")  from and  against  all manner of  actions,  cause and causes of action,
suits, debts, sums of money, accounts,  reckonings,  bonds, bills,  specialties,
covenants,   contracts,   controversies,   agreements,   promises,  obligations,
liabilities, costs, expenses, losses, damages, judgments, executions, claims and
demands,  of whatsoever  kind or nature,  in law or in equity,  whether known or
unknown,  whether or not concealed or hidden,  arising out of or relating to any
matter,  cause or thing whatsoever,  that any of the Borrowing Group, jointly or
severally, may have had, or now have or that may subsequently accrue against the
Bank Group by reason of any matter or thing whatsoever  arising out of or in way
connected to, directly or indirectly, the Loans and/or any of the Loan Documents
through the date  hereof.  Each  Borrowing  Party  acknowledges  and agrees that
Lenders are specifically relying upon the representations, warranties, covenants
and  agreements  contained  herein  and that such  representations,  warranties,
covenants  and  agreements  constitute a material  inducement to enter into this
Agreement.

     10. No Custom.  This Agreement shall not establish a custom or waive, limit
or condition the rights and remedies of Lenders under the Loan Documents, all of
which rights and remedies are expressly reserved

     11.  Reaffirmation  of  Loan  Documents,  No  Novation.  Except  as  may be
expressly  set  forth  herein  to  the  contrary,   the  Loan  Documents  remain
unmodified,  and all other terms and conditions thereof remain in full force and
effect.  Notwithstanding  anything to the contrary  contained herein,  Borrowing
Parties and Lenders expressly state, declare and acknowledge that this Agreement
is intended only to modify each Borrowing Party's continuing  obligations in the
manner  set forth  herein,  and is not  intended  as a  novation  of any and all
amounts presently due and owing from any Borrowing Party to Lenders.

     12. Captions; Counterparts. The captions used herein are for convenience of
reference only and shall not be deemed to limit or affect the  construction  and
interpretation  of the terms of this Agreement.  This Agreement may be signed in
counterparts,  each of which shall be deemed an original  and all of which shall
be deemed one Agreement.

     13. Choice of Law and  Severability.  This Agreement  shall be governed and
construed  under the laws of the State of  Illinois.  If any  provision  of this
Agreement is held invalid or unenforceable, the remainder of this Agreement will
not be affected  thereby and the provisions of this Agreement shall be severable
in any such instance.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.
                                                  BORROWER:

                                                  KABLE NEWS COMPANY, INC.,
                                                  an Illinois corporation


                                                  By:/s/ Daniel Friedman
                                                  Title:  Chairman of the Board,
                                                          President and CEO


LENDERS:                                                SUBSIDIARIES:

AMERICAN NATIONAL BANK AND                              KABLE NEWS EXPORT, LTD,
TRUST COMPANY OF CHICAGO,                               a Delaware corporation
Individually and as Agent

By:/s/______________________                            By:_/s/ Daniel Friedman
Title: A.V.P.                                           Title:  Chairman of the
                                                        Board, President and CEO



HELLER FINANCIAL, INC.                                  KABLE NEWS COMPANY OF
                                                        CANADA LTD, an Ontario,
                                                        Canada Corporation

By:_________________________                            By:/s/ Daniel Friedman
Title: _____________________                            Title:__________________


MERRILL LYNCH BUSINESS                                  KABLE NEWS
FINANCIAL SERVICES INC.                                 INTERNATIONAL, INC.,
                                                        a Delaware Corporation

By:_________________________                            By:/s/ Daniel Friedman
Title: _____________________                            Title:__________________


FIRST BANK                                              KABLE FULFILLMENT
                                                        SERVICES OF OHIO, INC.,
                                                        a Delaware Corporation

By:_________________________                            By:/s/ Daniel Friedman
Title: _____________________                            Title:Chairman of the
                                                        Board, President and CEO
PARENT:

AMREP CORPORATION, an
Oklahoma corporation

By:/s/ Daniel Friedman
Title: Senior Vice President


LENDERS:                                                SUBSIDIARIES:

AMERICAN NATIONAL BANK AND                              KABLE NEWS EXPORT, LTD,
TRUST COMPANY OF CHICAGO,                               a Delaware corporation
Individually and as Agent

By:_________________________                            By:_____________________
Title: _____________________                            Title:__________________



HELLER FINANCIAL, INC.                                  KABLE NEWS COMPANY OF
                                                        CANADA LTD, an Ontario,
                                                        Canada corporation

By:_________________________                            By:_____________________
Title: _____________________                            Title:__________________



MERRILL LYNCH BUSINESS                                  KABLE NEWS
 FINANCIAL SERVICES INC.                                INTERNATIONAL, INC.,
                                                        a Delaware corporation

By:_________________________                            By:_____________________
Title: _____________________                            Title:__________________



FIRST BANK                                              KABLE FULFILLMENT
                                                        SERVICES OF OHIO, INC.,
                                                        a Delaware corporation

By:_________________________                            By:_____________________
Title: _____________________                            Title:__________________


PARENT:

AMREP CORPORATION, an Oklahoma corporation

By:_________________________
Title:______________________