SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-1
               [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended     April 30, 2001  Commission File Number 1-4702
                              --------------                         ------
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

    For the transition period from ______________ to _______________

                               AMREP CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its Charter)

  Oklahoma                                                     59-0936128
-------------------------------                              ------------------
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                               Identification No.)

  641 Lexington Ave., 6th Floor
  New York, New York                                           10022
---------------------------------------                      ----------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (212) 705-4700
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act:
                                                           Name of Each Exchange
Title of Each Class                                        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 (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ]

Aggregate market value of Common Stock held by non-affiliates of the Registrant,
computed by  reference  to the last sales price of such Common Stock on July 26,
2001, on the New York Stock Exchange Composite Tape - $14,646,586.

Number of shares of Common Stock, par value $.10 per share,  outstanding at July
26, 2001 - 6,573,586.
                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  following  documents  of the  Registrant  are  incorporated  by
reference into the indicated  parts of this report:  Definitive  Proxy Statement
for 2001 Annual Meeting - Part III.


<PAGE>



                                     PART I
                                     ------
Item 1.          Business
-------          --------            GENERAL

The Company* is primarily engaged in two unrelated businesses,  each operated by
a wholly-owned subsidiary:  the Real Estate business operated by AMREP Southwest
Inc., and the Fulfillment Services and Magazine  Distribution  business operated
by  Kable  News  Company,  Inc.  ("Kable").  The  Company's  foreign  sales  and
activities are not significant.

Data  concerning  Industry  Segments  is  set  forth  in  Note  14 of  Notes  to
Consolidated  Financial  Statements.  The Company's foreign sales and activities
are not significant.


                             REAL ESTATE OPERATIONS

Recent Developments

For many years,  the Company was both a real estate  developer  and a builder of
single-family  homes,  originally in Rio Rancho, New Mexico and more recently in
the Denver, Colorado,  Sacramento,  California and Portland, Oregon metro areas.
In the early 1960s,  the Company  established the community that now is the City
of Rio Rancho, New Mexico, and until 1999 was the predominant builder of housing
there.  Rio Rancho,  which  adjoins  Albuquerque,  now has a population  of over
50,000.  The Company entered the Denver market in 1993, and in 1997 it purchased
the assets of a land developer and homebuilder with operations in the Sacramento
and Portland  markets.  However,  two years ago the Company decided to (i) cease
all  homebuilding  operations  and (ii)  sell its  landholdings  in  California,
Colorado and Oregon.  It now is out of the  homebuilding  business and, as noted
below, has sold,  entered into agreements of sale or is offering for sale all of
its landholdings outside of New Mexico.


Land Development Operations

Prior to fiscal 1999,  the Company  developed  both  residential  and commercial
sites at Rio Rancho and from time to time bought acreage in Colorado, California
and Oregon for its own homebuilding  operations and to develop for sale to other
builders.  As discussed above, the Company  currently is performing  development
work only at Rio Rancho.

Rio Rancho  (including the City) consists of 91,049 contiguous acres in Sandoval
County,  New Mexico,  near  Albuquerque,  of which some  72,700  acres have been
platted into approximately 112,100 homesite and commercial lots and 16,300 acres
are  dedicated to community  facilities,  roads and drainage  with the remainder
consisting of unplatted land. At April 30, 2001, a total of approximately 82,100
of the lots had been sold. The Company currently owns approximately 22,000 acres
in Rio  Rancho,  of which  approximately  7,000 acres are in  contiguous  blocks
suitable for development. The balance is in scattered lots which may require the
purchase of a sufficient  number of adjoining lots to create tracts suitable for
development or which may be sold individually or in small groups.



-----------------
*  As used herein, "Company" includes the Registrant and its subsidiaries unless
the context requires or indicates otherwise.



                                       2
<PAGE>


The  development  activity  includes 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.  Land at Rio Rancho is marketed  by Company  personnel,
both  directly and through  brokers.  The Company  competes with other owners of
land in the Albuquerque  area who offer for sale developed  residential lots and
sites for commercial and industrial use.

The commercial  areas in Rio Rancho  presently  include more than 500 businesses
and professional offices, as well as 15 shopping centers with approximately 1.25
million square feet of retail space and office space,  including a 55,000 square
foot  office  building  owned  by  the  Company.   The  industrial   areas  have
approximately  80  buildings  with over 3.2  million  square  feet,  including a
manufacturing facility containing approximately 2.1 million square feet which is
owned and occupied by Intel  Corporation.  Intel, Rio Rancho's largest employer,
has recently  started  construction  on a 1 million square foot expansion of its
plant  which is  expected to create  2,000  construction  jobs over the next two
years and employ an additional  1,000 people after  completion of the project in
late 2002 or early 2003.

Since early 1977, no individual  lots without homes at Rio Rancho have been sold
by the Company to consumers.  Over 50,000 lots were sold prior to 1977, and most
of these are in areas  where  utilities  have not yet been  installed.  However,
under  certain  of the  contracts  pursuant  to which  the lots  were  sold,  if
utilities  have not reached the  respective  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.

At April 30, 2001, the Company owned two tracts of land in Colorado,  consisting
of  approximately  335 acres planned for  approximately  900 homes. One of these
tracts,  consisting of  approximately  170 acres planned for  approximately  534
homes, was under contract for sale and  subsequently  closed in August 2001. The
Company is in process of obtaining  entitlements  for the other tract,  which is
being  offered  for sale  subject  to  obtaining  all  necessary  approvals.  In
California,  it  owned  one  tract  of land in the  Sacramento  area  zoned  for
approximately  420 units of multi-family  residential  housing,  which was under
contract for sale and subsequently closed in July 2001.

Home Building Operations

In fiscal 2001, the Company substantially completed all homebuilding activities.
The Company closed a total of 18 homes in the Portland area in fiscal 2001 at an
average selling price of approximately $256,000 per home. At April 30, 2001, the
Company  owned 3 lots in the  Portland  area on which homes were built.  Of this
total,  2 were under  contract for sale.  The Company  expects all to be sold in
fiscal  2002.  Although  the  Company  has no  present  plans to do any  further
homebuilding,  the decision to change its real estate  focus to  emphasize  land
development  operations in New Mexico and wind-down  homebuilding  operations is
not considered to be a permanent change of strategy.

Other Real Estate Projects

The Company developed the Eldorado at Santa Fe, New Mexico subdivision which had
approximately  2,400 homes as of April 30, 2001.  The Company sold 20 lots there
in fiscal 2001,  and 31 lots remained to be sold at the end of fiscal 2001.  The
Company  also  owns and  operates  a water  utility  company  which  serves  the
subdivision.

The Company also owns approximately 14 acres in the Orlando,  Florida area which
is being offered for sale.

                                       3
<PAGE>



            FULFILLMENT SERVICES AND MAGAZINE DISTRIBUTION OPERATIONS


Through its wholly-owned  subsidiary,  Kable News Company, Inc., the Company (i)
performs fulfillment and related services for publishers and other customers and
(ii) distributes periodicals nationally and in Canada and, to a small degree, in
other foreign  countries.  As of July 1, 2001, Kable employed  approximately 900
persons,  of whom approximately 740 were involved in its fulfillment  activities
and 160 in distribution activities.

Fulfillment Services

Kable's  Fulfillment  Services  division  performs a number of  fulfillment  and
fulfillment-related  activities,  principally magazine subscription  fulfillment
services, list services and product fulfillment services. The division accounted
for 71% of Kable's total revenues in 2001, 70% in 2000 and 64% in 1999.

In the magazine subscription fulfillment service operation,  Kable processes new
orders, receives and accounts for payments, prepares and sends to each publisher
printer labels or tapes  containing  the names and addresses of subscribers  for
mailing each issue,  handles subscriber  telephone inquiries and correspondence,
prepares and mails renewal and  statement  notifications,  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 trade (business) publications, membership organizations
and  government  agencies  which  utilize  the  broad  capabilities  of  Kable's
extensive database system.

List  services  clients  are  primarily  publishers.  In  this  activity,  Kable
maintains  client  customer  lists,  selects  names for  client's who rent their
lists, merges rented lists with a client's list to eliminate duplication for the
client's promotional mailings, and sorts and sequences mailing labels to provide
optimum postal discounts for clients.

Product  fulfillment  services are provided  for Kable's  publisher  clients and
other direct marketers.  In this activity,  the division  receives,  warehouses,
processes and ships merchandise.

Kable plans to expand  these  ancillary  services,  including  lettershop,  list
services and product fulfillment services, to other, non-publisher clients.

Kable now performs fulfillment services for approximately 630 different magazine
titles for  approximately  240 clients and  maintains  almost 14 million  active
subscriber names for its client  publishers.  In a typical month, Kable produces
over 15 million  mailing labels for its client  publishers and also produces and
mails approximately 4.1 million billing and renewal statements.

There are a large number of  companies  that  perform  fulfillment  services for
publishers  and with which  Kable  competes,  two of which are much  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  staff  whose  primary  task  is to  solicit  fulfillment
business.

Distribution Services

In  its  distribution  operation,  Kable  distributes  magazines  for  over  180
publishers.  Among the titles are many  special  interest  magazines,  including
automotive, crossword puzzles, men's sophisticates,  comics, romance and sports.
In a typical month, Kable distributes to wholesalers over 26.5 million copies of
various titles.  Kable purchases the publications  from its publishers and sells
them to approximately 56 independent  wholesalers.  The wholesalers in turn sell
the publications to individual  retail outlets.  All parties generally have full
return  rights for unsold  copies.  For  reasons set forth  below,  Distribution


                                       4
<PAGE>

revenues have been  declining for several years and accounted for 29% of Kable's
revenues in fiscal 2001, 30% in fiscal 2000 and 36% in fiscal 1999.

While the Kable Distribution division does not handle all publications of all of
its  publisher  clients,  it  usually  is  the  exclusive  distributor  for  the
publications it distributes.  Kable has a distribution sales and marketing force
that works with wholesalers and retailers to promote product sales and assist in
determining  the number of copies of product to be delivered  to each  retailer.
Kable  generally  does not  physically  handle any product.  It  determines,  in
consultation  with the wholesalers and publishers,  the number of copies of each
issue to be distributed,  and 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 an "off sale" date
(generally  the on-sale date of the next issue)  following  which the  retailers
return unsold copies to the  wholesalers,  who destroy them after accounting for
returned merchandise in a manner satisfactory to Kable.

A realignment of industry relationships in the distribution of magazines started
during  fiscal 1996 and rapidly grew to major  proportions.  It was triggered by
the decision of certain major retailers with multiple  outlets to sharply reduce
the number of wholesalers  with whom the retailers  would deal.  This action has
led to the erosion of wholesaler profit margins and to a substantial  continuing
reduction  in  the  number  of   wholesalers   through  the  merger  of  certain
wholesalers,  the formation by certain other  wholesalers of cooperatives to bid
for the  business  of such  retailers,  and the  complete  retirement  from  the
business by a number of wholesalers. The consolidation has reduced the number of
Kable's  wholesale  customers by approximately  60% since fiscal 1995, which has
increased the concentration of its revenue source and trade accounts receivable;
at April 30, 2001, approximately 56% of Kable's distribution accounts receivable
was due from three customers.  These changes also contributed to demands by most
remaining   wholesalers  to  purchase  magazines  at  lower  prices  which  many
publishers,  including  some  of  Kable's,  have  accepted.  In  addition,  many
wholesalers  have instituted  programs to eliminate low volume titles and reduce
circulation  volume retail  outlets.  The objective of wholesalers was to reduce
their  handling  costs and improve  sales.  Kable feels these  programs have had
limited success.

Financial  pressures on wholesalers  and  publishers  arising from these adverse
business conditions continued in fiscal 2001. Consequently,  Kable increased its
accounts  receivable  reserves  during  2001 by  approximately  $2.3  million in
anticipation  of  uncollectible  balances from certain  publisher and wholesaler
customers.  Management  believes  that  industry  changes will continue with the
potential for further  adverse  consequences  for  publishers and their national
distributors, including Kable.

Kable generally  makes  substantial  cash advances to publishers  against future
sales,  which 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 the publishers and the
wholesalers.  Its ability to make a profit is  dependent in part on its skill in
estimating  the  number of  copies  of an issue  which  should  be  printed  and
distributed and on limiting its advances to the publisher accordingly.

Kable  competes  primarily  with  four  national  distributors,  all of whom are
substantially  larger than Kable. Each of these large competitors is owned by or
affiliated  with  a  magazine  publishing  company.  Such  companies  publish  a
substantial  portion of all magazines  published in the United  States,  and the
competition  for  the  distribution  rights  to the  remaining  publications  is
intense.


                                 COMPANY OFFICES

The Company's  principal  executive  offices are in New York City.  Kable has an
executive and sales office in New York City,  and its operations are centered in
both owned and leased facilities in Mt. Morris,  Illinois and Marion, Ohio. Real
estate operations are headquartered in Rio Rancho, New Mexico in a modern office
building owned by the Company.

                                       5
<PAGE>


                                    EMPLOYEES

The Company has  approximately  925  employees  as of July 1, 2001.  The Company
provides  retirement,  health and other  benefits to its employees and considers
its employee relations to be good.


Item 2.           Properties
-------           ----------
The  information  contained in Item 1 of this report with respect to  properties
owned by the Company is hereby incorporated herein by reference.

Item 3.           Legal Proceedings
-------           -----------------
In the civil action entitled United  Magazine  Company,  Inc., et al. v. Murdoch
Magazines  Distribution,  Inc., et al.,  reported in the Registrant's  Report on
Form 10-Q for the  quarterly  period  ended  October  31,  2000,  motions by the
defendants  to dismiss the Amended  Complaint  were  granted,  with leave to the
plaintiffs  to replead  specified  claims.  On or about June 21,  2001, a Second
Amended  Complaint  was  filed  which  includes  two  claims  against  Kable (i)
violation of the Robinson-Patman  Act, which generally prohibits  discriminatory
pricing, and (ii) breach of fiduciary duty. The defendants have moved to dismiss
the Second Amended  Complaint  with the exception of claims by three  plaintiffs
under one section of the Robinson-Patman Act. Those motions are pending.

The Registrant  and/or its subsidiaries are involved in various other claims and
legal actions incident to their operations,  which in the opinion of management,
based  in  part  upon  advice  of  counsel,   will  not  materially  affect  the
consolidated  financial  position or results of operations of the Registrant and
its subsidiaries.


Item 4.           Submission of Matters to a Vote of Security Holders
-------           ---------------------------------------------------
Not Applicable.

Executive Officers of the Registrant
------------------------------------
Set forth below is certain information  concerning persons who are the 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;          64
                   Chief Executive Officer of AMREP Southwest Inc.,
                   a wholly-owned subsidiary of the Company, since 1991.

Peter M. Pizza     Vice President-Chief Financial Officer since May 2001;    50
                   Controller of the Company since 1995;
                   Vice President-Controller of the Company from 1997 to 2001.

Michael P. Duloc   President and Chief Operating Officer of Kable News       45
                   Company, Inc. since November 2000;
                   President and Chief Operating Officer of Kable
                   Distribution Services from 1996 to November 2000.

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.


                                       6
<PAGE>




                                     PART II


Item 5.           Market for Registrant's Common Equity and
-------           -----------------------------------------
                  Related Stockholder Matters
                  ---------------------------
The Company's  common stock is traded on the New York Stock  Exchange  under the
symbol "AXR". On July 26, 2001, there were approximately 2,250 holders of record
of the common stock. The Company has  historically not paid cash dividends.  The
range of high and low closing prices for the last two fiscal years by quarter is
presented below:

           FIRST            SECOND               THIRD              FOURTH
       HIGH       LOW      HIGH     LOW       HIGH      LOW       HIGH      LOW

2001  $ 7.37    $ 4.94   $ 5.50   $ 4.56    $ 4.75    $ 4.00    $ 4.00    $ 3.60
2000  $ 7.25    $ 5.37   $ 6.56   $ 4.44    $ 5.12    $ 3.06    $ 5.94    $ 4.50




Item 6.           Selected Financial Data

The following selected  consolidated  financial data of the Company is qualified
by  reference  to and  should  be  read in  conjunction  with  the  consolidated
financial  statements,  related notes thereto and other financial data elsewhere
herein.  These historical results are not necessarily  indicative of the results
to be expected in the future.
<TABLE>
<CAPTION>

                                         (In thousands of dollars except per share amounts)
                                                        Year Ended April 30,
                          ----------------------------------------------------------------------------------
                                  2001(a)           2000           1999 (b)          1998          1997 (c)
<S>                          <C>             <C>              <C>             <C>              <C>
                             --------------  ---------------  --------------- ---------------  -------------
Revenues                     $      73,209   $      119,833   $      190,291  $      171,368   $     146,389
Net Income                   $       2,557   $        1,169   $        7,537  $        8,206   $       7,282
Earnings Per Share -
  Basic and Diluted          $        0.38   $         0.16   $         1.02  $         1.11   $        0.99

Total Assets                 $     164,844   $      172,436   $      217,777  $      229,768   $     205,311
Notes Payable                $      44,260   $       46,911   $       74,665  $       84,248   $      79,824
Shareholders' Equity         $      89,781   $       91,981   $       91,577  $       84,040   $      75,834
Cash Dividends               $           -   $            -   $            -  $            -   $           -


(a)  Includes a tax benefit in the amount of $3,500,000  (the equivalent of $.52
     per share) to reflect the settlement of 1993 and 1994 IRS tax examinations.

(b)  Includes a tax benefit in the amount of $2,400,000  (the equivalent of $.33
     per  share)  to  reflect  the  settlement  of  1990  through  1992  IRS tax
     examinations.

(c)  Includes a tax benefit in the amount of $6,250,000  (the equivalent of $.85
     per  share)  to  reflect  the  settlement  of  1984  through  1989  IRS tax
     examinations.
</TABLE>



                                       7
<PAGE>


Item 7. Management's Discussion and Analysis of Financial
------- -------------------------------------------------
                  Condition and Results of Operations
                  -----------------------------------
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
-------------------------------------------
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking  statements made by or on behalf of the Company.  The
Company  and its  representatives  may from  time to time make  written  or oral
statements that are  "forward-looking,"  including  statements contained in this
report and other  filings with the  Securities  and Exchange  Commission  and in
reports to the Company's  shareholders  and news releases.  All statements  that
express expectations,  estimates,  forecasts and projections are forward-looking
statements  within the meaning of the Act. In  addition,  other  written or oral
statements  which  constitute  forward-looking  statements  may be made by or on
behalf  of the  Company.  Words  such as  "expects,"  "anticipates,"  "intends,"
"plans,"  "believes,"  "seeks,"  "estimates,"  "projects,"  "forecasts,"  "may,"
"should,"  variations  of such words and  similar  expressions  are  intended to
identify such forward-looking statements. These statements are not guarantees of
future  performance  and involve  certain risks,  uncertainties  and assumptions
which are  difficult  to predict.  Therefore,  actual  outcomes  and results may
differ  materially  from what is expressed or forecasted in or suggested by such
forward-looking  statements.  The Company  undertakes  no  obligation  to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

A wide range of factors could materially affect the Company's future performance
and financial and competitive position,  including the following:  (i) the level
of demand  for land in Rio Rancho  and the other  markets  in which the  Company
sells land;  (ii) the  possibility  of further  adverse  changes in the magazine
distribution system for magazines which the Company distributes;  (iii) possible
future  litigation  and  governmental  proceedings;  (iv)  the  availability  of
financing and financial  resources in the amounts, at the times and on the terms
required  to  support  the  Company's   future  business,   including   possible
acquisitions;  (v)  changes in U.S.  financial  markets,  including  significant
interest  rate  fluctuations;  (vi) the failure to carry out marketing and sales
plans; (vii) the failure to successfully  integrate  acquired business,  if any,
into the Company  without  substantial  costs,  delays or other  operational  or
financial  problems;  and (viii)  changes in economic  or  business  conditions,
including general economic and business  conditions that are less favorable than
expected.

This list of factors that may affect the Company's  future  performance  and its
financial  and  competitive  position and also the  accuracy of  forward-looking
statements  is  illustrative,  but  by no  means  exhaustive.  Accordingly,  all
forward-looking  statements  should be evaluated with the understanding of their
inherent uncertainty.

RESULTS OF OPERATIONS
---------------------
Year Ended  April 30,  2001  ("2001" ) Compared  to Year  Ended  April 30,  2000
--------------------------------------------------------------------------------
("2000")
--------

Consolidated  revenues  for the year ended  April 30,  2001 were  $73.2  million
compared to $119.8 million for the year ended April 30, 2000.  This reduction in
consolidated  revenues in 2001 was principally due to the decrease in total real
estate  revenues from $62.7 million in 2000 to $21.0 million in 2001,  resulting
from  the  previously  announced  restructuring  of the  Company's  real  estate
operations,   including  the   completion  of  the  wind-down  of   homebuilding
activities.

Revenues from home and  condominium  sales  decreased from $30.1 million in 2000
(representing  193 homes  delivered)  to $4.6 million in 2001  (representing  18
homes delivered) as the Company completed delivery of nearly all homes available
for sale.  In  addition,  results for 2001 and 2000 include  approximately  $1.1
million  and  $3.2  million,  respectively,  of  impairment  and  other  charges
associated  with the  wind-down  of  homebuilding  projects.  There was no other
significant effect on net income resulting from the withdrawal from homebuilding
between these  periods,  however,  as the decline in  homebuilding  revenues and
related  gross  profits in 2001 was offset by a  moderately  higher  decrease in
homebuilding-related   commissions,   selling  and  general  and  administrative
expenses.

                                       8
<PAGE>

Revenues from land sales  decreased  from $32.6 million in 2000 to $16.4 million
in 2001,  primarily  as a result  of  decreased  sales  of  residential  lots to
homebuilders  in  markets  outside  of New  Mexico  as  well  as a  decrease  of
commercial and industrial property sales in New Mexico.  During 2000, as part of
its  restructuring  plan to sell its  landholdings  outside of New  Mexico,  the
Company closed several transactions in Colorado involving approximately 650 lots
at an aggregate  sales price of $10.2 million,  to other  homebuilders,  whereas
there were no similar  transactions  outside of New Mexico in 2001. In addition,
revenues  from  commercial  and  industrial  property  sales  declined from $6.7
million  in  fiscal  2000 to $1.0  million  in  fiscal  2001  due in part to the
availability of competing  commercial sites. The average gross profit percentage
on land  sales  increased  from  36% in 2000 to 47% in 2001,  primarily  because
substantially  all of the  current  year land  sales  were  from the New  Mexico
market, where gross profits have historically been higher than in other markets.
In addition,  results for 2001 and 2000 include  approximately  $1.0 million and
$.6 million,  respectively,  of impairment and other charges associated with the
restructuring of real estate operations. Revenues and related gross profits from
land sales can vary from period to period as a result of many factors, including
the nature and timing of specific  transactions,  and thus prior results are not
necessarily  an  indication  of amounts  that may be expected to occur in future
periods.

Total revenues from magazine circulation operations decreased approximately $4.0
million (8%) in 2001. Revenues from Fulfillment Services decreased approximately
$2.0 million (5%) due primarily to the loss of sweepstakes  processing  business
for one  customer,  which was  partly  offset by  increased  revenues  from core
fulfillment  and other  continuing  services to other  customers.  Revenues from
Distribution  Services also decreased  approximately $2.0 million (13%) in 2001,
primarily  as the result of customer  losses and  decreased  magazine  sales for
existing customers, which reflects a continuation of adverse business conditions
within the wholesaler and publisher  ranks that has existed for the past several
years.  Industry sales decreased  approximately  7% in the 12 month period ended
December 2000, and certain  publishers,  including clients of Kable, have either
vacated  newsstand  distribution or  discontinued  the production of a number of
titles,  thus adversely  affecting overall sales. In addition,  Kable determined
that certain  wholesaler  and  publisher  customers  had been  impacted by these
industry changes and were encountering  financial difficulties and, accordingly,
provided  additional  allowances  for doubtful  accounts of  approximately  $2.3
million in 2001 and $1.8 million in 2000.

Magazine  circulation  operating expenses  decreased  approximately $3.1 million
(7%) in 2001  compared  to the prior year,  with such  decrease  being  directly
related  to  lower  revenues.  Real  estate  commissions  and  selling  expenses
decreased $2.5 million (67%) as a direct result of the wind-down of homebuilding
operations.  Real estate and corporate general and administrative  expenses also
decreased  $1.9 million  (32%) due to the effects of the  Company's  real estate
restructuring and related  downsizing of administrative  functions.  General and
administrative costs of magazine circulation operations increased  approximately
$300,000 (4%) over the prior year due to increased technology staffing costs and
legal and  consulting  fees  incurred in  connection  with the  modification  of
Kable's credit arrangement.  Interest  expense-net  decreased $200,000 (6%) as a
result of lower  borrowing  requirements in the real estate business which saved
$300,000, while interest related to magazine circulation operations increased by
$100,000 due to higher interest rates during the earlier months of 2000.

During  the  quarter  ended  January  31,  2001,  the  Company   received  final
notification  from the Internal  Revenue  Service ("IRS") of the amount due with
respect to certain  outstanding  tax issues related to IRS  examinations  of the
Company's 1993 and 1994 tax returns. The Company paid approximately  $700,000 in
March 2001  representing  all Federal taxes and interest related to this matter,
which is less than the  amount  which the  Company  had  previously  accrued  on
account thereof.  At the same time the Company received final  notification from
the IRS that the  outstanding  tax  issues  related to IRS  examinations  of the
Company's  1995 and 1996 tax returns  were  resolved.  As a result,  the Company
recognized a tax benefit of $3.5 million in the quarter  ended January 31, 2001.
In addition,  the Company has  reclassified the remaining  liability  balance of
"Taxes  Payable-Amounts  subsequently  due,"  which  principally  represents  an
estimate of additional  state taxes and interest due resulting from  adjustments
on IRS audits, to "Taxes Payable-Amounts due within one year."


                                       9
<PAGE>


Year  Ended  April 30,  2000  ("2000")  Compared  to Year Ended  April 30,  1999
--------------------------------------------------------------------------------
("1999")
--------
Consolidated  revenues  for the year ended  April 30, 2000  decreased  to $119.8
million from $190.3 million in 1999,  principally  reflecting the effects of the
restructuring of real estate  operations begun in the fourth quarter of 1999 and
continuing into 2000.

Revenues  from real estate  operations  decreased to $62.7  million in 2000 from
$127.0 million in 1999, principally due to decreased housing sale revenues. This
revenue  reduction  reflected  the  decision  made  by the  Company  in  1999 to
wind-down   homebuilding   operations  in  all  of  its  markets,  to  sell  its
landholdings  in Colorado and  California,  and to  concentrate  on more rapidly
developing its substantial land holdings in Rio Rancho, New Mexico.

Revenues  from  housing  sales  decreased  to $30.1  million  in 2000 from $90.9
million in 1999 which  resulted  from the  decision  to  wind-down  homebuilding
operations  in all  markets,  as evidenced by the decrease in the number of home
deliveries  from 711 in 1999 to 193 in 2000.  Revenues and related  gross profit
from land sales  decreased  by  approximately  $3.4  million  and $2.6  million,
respectively,  in 2000 from 1999,  primarily due to a decrease in commercial and
industrial  property  land sales.  The average  gross profit  percentage on land
sales  decreased  from  39% in 1999  to 36% in 2000  because  certain  sales  of
residential  land to builders in 2000 were from different  projects and at lower
gross profit percentages than sales in the prior year. In addition,  the results
for 2000 and 1999 include impairment and other restructuring-related  charges of
approximately $3.8 million and $3.3 million,  respectively,  associated with the
wind-down  of  homebuilding  activities  and the  restructuring  of real  estate
operations.

Revenues  from  magazine  circulation  operations,  consisting  of both magazine
distribution and fulfillment  operations,  decreased  approximately $4.8 million
(8%)  from  1999 to  2000.  Revenues  from  the  Fulfillment  Services  division
decreased  approximately $400,000 (1%) from 1999 due primarily to a lower volume
of business in  sweepstakes  processing  for one large  customer.  Revenues from
Distribution  Services  decreased  approximately  $4.4 million (22%) in the same
period as a result of decreased  newsstand magazine sales as well as a reduction
in gross  billings due to the loss of certain  publisher  clients.  In addition,
Kable continued to feel the effects of the realignment of industry relationships
in the  distribution of magazines  which started in 1996 and which  subsequently
led to a substantial reduction in the number of wholesalers. In many cases, this
situation adversely impacted wholesaler profits and liquidity, which resulted in
wholesaler consolidations and sometimes bankruptcies.  Due to concerns about the
financial  strength  of certain  customers,  Kable  increased  its  reserve  for
uncollectible accounts by approximately $1.8 million in 2000 and $5.0 million in
1999.  In  addition,  Kable's  operating  expenses in 2000  included a charge of
approximately  $735,000  resulting  from the  impairment  of  assets  no  longer
required due to the  impending  loss of  sweepstakes  processing  business for a
large  fulfillment  client. As a result of these factors,  magazine  circulation
operating  expenses  decreased  $4.0 million (8%) in fiscal 2000 compared to the
prior year,  primarily due to the effect of the reduced bad debt reserve  offset
in part by the impairment charge in the sweepstakes processing business.

Revenues  from  "Interest  and  other  operations"  decreased  from 1999 to 2000
principally  because the prior year included amounts recorded as management fees
and equity income from several joint ventures in which the Company participated.

Real estate commissions and selling expenses decreased by $4.0 million (52%) and
real estate and corporate general and administrative  expenses decreased by $1.6
million (21%) from 1999 to 2000, principally as a result of the restructuring of
the real  estate  operations.  General  and  administrative  costs  of  magazine
circulation  operations  increased by  approximately  $300,000  (4%) in the same
period,  reflecting  increased legal costs associated with the  investigation of
new business opportunities.

Interest  expense - net  decreased  from  approximately  $4.7 million in 1999 to
approximately  $2.9 million in 2000.  Interest related to real estate operations
decreased  as a result of the  reduction  of real estate debt through the use of
proceeds   generated  from  land  sales,  while  interest  related  to  magazine


                                       10
<PAGE>

circulation operations decreased due to lower borrowing requirements  associated
with lower revenues and related  accounts  receivable  balances in the Newsstand
division.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
During the past  several  years the Company has  financed  its  operations  from
internally generated funds and from borrowings under its various lines-of-credit
and other loan agreements.

Cash Flows from Financing Activities
------------------------------------

The Company's subsidiaries have several line of credit arrangements with several
financial  institutions,  which are collateralized by various assets. Based upon
collateral availability,  the Company had an aggregate borrowing availability of
$40.7 million at April 30, 2001 against which $37.8 million was borrowed.

Kable had a $40 million  line-of-credit with a group of banks which, as a result
of a  modification  agreement  entered  into in March  2001,  was reduced to $30
million and was fully  borrowed at April 30, 2001. At April 30, 2001,  Kable was
not in  compliance  with a financial  covenant  of the  modified  agreement  and
subsequently  agreed to another  modification in June 2001, which provided for a
further  reduction of the  commitment  amount to $25.6 million on July 31, 2001,
increased  the interest  rate from prime plus 1/2% to prime plus 1% and extended
the maturity date until September 30, 2001. In addition,  subject to the Company
repaying  $4.4 million of  intercompany  debt due to Kable by September 30, 2001
the loan  would be  automatically  extended  to May 1, 2002 with the  commitment
amount  reduced to $23.5  million at  December  31,  2001.  This  condition  was
satisfied in August 2001 and the loan  extended  until May 1, 2002.  The loan is
collateralized 125% or more by certain Kable accounts receivable  (increasing to
142% at December 31, 2001) and  prohibits  the payment of dividends  by, and the
making of loans  from,  Kable to the  Company.  The  Registrant  has  guaranteed
Kable's repayment  obligations under this arrangement.  Management believes that
the line-of-credit,  as modified, is sufficient for Kable's requirements through
May 1, 2002.

Kable has been  advised  by its  lending  group that  participants  representing
approximately  50% of the  committed  credit  do not wish to  participate  in an
extension  beyond May 1, 2002.  The Company has initiated  discussions  with the
lead bank to explore a modification  and/or  reformulation of the lending group,
and is also in discussions with other potential lenders;  however, no agreements
have been  reached at this time and there are no  assurances  that Kable will be
able to  renegotiate  or  extend  the  terms  of the  credit  agreement  or find
replacement lenders beyond May 1, 2002.

The Company has several  loans with one  financial  institution  to support real
estate  operations.  These  loans  had  a  total  maximum  amount  available  of
approximately  $10.7  million,  at  April  30,  2001,  of  which  borrowings  of
approximately  $7.8  million  were  outstanding.  These  borrowings,  which have
maturities ranging from 2001 through 2003, bear interest at the prime rate (7.5%
at April 30,  2001),  are  collateralized  by certain real estate assets and are
subject  to  certain  financial  performance  and  other  covenants.  The  Chief
Executive  Officer of the real  estate  subsidiary,  who is also a member of the
Board of Directors of the Company,  serves as a member of the board of directors
of the financial  institution  from which these loans were obtained.  Management
believes that its real estate borrowings are sufficient for its requirements.

Cash Flows From Operating Activities
------------------------------------
Real estate inventories  amounted to $71.2 million at April 30, 2001 compared to
$70.5 million at April 30, 2000.  This change is net of a $4.4 million  decrease
in  inventories  outside of New Mexico,  where the Company is  winding-down  its
activities,  and a $5.1 million increase in New Mexico,  where several sites are
presently under development.

Receivables from magazine circulation operations decreased by approximately $7.8
million compared to the prior year primarily as the result of a reduction in the
level of activity of newsstand operations.

                                       11
<PAGE>



Cash Flows From Investing Activities
------------------------------------
Capital  expenditures  have  remained  comparable  on a year to year basis.  The
Company  believes  that it has  adequate  financing  capability  to provide  for
anticipated capital expenditures.

The Company has from time to time  reacquired  its shares to be held as treasury
stock as part of a stock  repurchase  program.  During fiscal 2000,  the Company
reacquired  143,000 of its common  shares at a cost of  approximately  $857,000.
During fiscal 2001, the Board of Directors  authorized an additional  repurchase
of stock by means of a  self-tender  "Dutch  Auction" for 725,000  shares of the
Company's  stock at a price  not to exceed  $7.00  per share and not lower  than
$5.25 per share. As a result of this program and other repurchases,  the Company
reacquired  a total of  approximately  668,000  shares  in  fiscal  2001,  at an
aggregate cost of approximately $4.8 million.

As discussed in Note 8 to the consolidated financial statements, during 2001 the
Company  reached an agreement with the IRS to resolve all issues  resulting from
the  IRS's  examination  of tax  years  1993  through  1996,  and  paid  all tax
liabilities  due. In previous years, the Company had established a liability for
Taxes Payable (including  anticipated interest thereon through the expected date
of payment) to cover the expected  amount due for this matter,  as well as other
IRS  examinations  for tax years 1984  through  1992  (which have all since been
resolved).  This examination  resulted in an amount of tax payable that was less
than the Company had believed would be required and accrued, and accordingly the
Company  reduced the amount of Taxes Payable during the third quarter of 2001 by
$3.5 million. In addition,  the Company has reclassified the remaining liability
balance  of  "Taxes  Payable-Amounts  subsequently  due,"  which  represents  an
estimate of state taxes and  interest  due  resulting  from  adjustments  to the
aforementioned IRS audits, to "Taxes Payable - Amounts due within one year." For
tax years beginning in 1996, the Company believes its taxes have been calculated
in a manner  consistent  with IRS  regulations  and in the  manner  in which tax
examinations for the years 1984 through 1995 have been completed.

SEGMENT INFORMATION
-------------------
Information  by industry  segment is  presented  in Note 14 to the  consolidated
financial  statements.  This  information  has been prepared in accordance  with
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Disclosures", which requires that industry
segment  information be prepared in a manner consistent with the manner in which
financial  information  is  prepared  and  evaluated  by  management  for making
operating decisions.  A number of assumptions and estimations are required to be
made in the  determination  of segment data,  including the need to make certain
allocations  of common costs and expenses  among  segments.  On an annual basis,
management  has  evaluated  the basis upon which  costs are  allocated,  and has
periodically  made  revisions to these methods of allocation.  Accordingly,  the
determination  of  "pretax  income  (loss)  contribution"  of  each  segment  as
summarized in Note 14 to the consolidated  financial statements is presented for
informational purposes, and is not necessarily the amount that would be reported
if the segment were an independent company.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------
In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"),
which establishes accounting and reporting standards for derivative instruments,
including   certain   derivative   instruments   embedded  in  other  contracts,
(collectively  referred  to as  derivatives)  and for  hedging  activities.  The
Company  adopted  SFAS No. 133 in fiscal  2001.  The Company  does not engage in
investments  or activity of this nature,  and thus SFAS No. 133 had no effect on
its consolidated financial statements.


                                       12
<PAGE>


In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  (SAB) 101,  "Revenue  Recognition,"  which outlines the basic criteria
that must be met to recognize  revenue and provides guidance for presentation of
revenue and for disclosure related to revenue recognition  policies in financial
statements  filed with the  Securities  and  Exchange  Commission.  The  Company
conformed to the  guidelines  of this  pronouncement  in 2001,  and there was no
effect on the financial position or results of operations of the Company.

In June 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 141,
"Business  Combinations"  ("SFAS No. 141") and SFAS No. 142  "Goodwill and Other
Intangible  Assets"  ("SFAS No.  142").  SFAS No. 141 requires that the purchase
method is used for all business  combinations  initiated after June 30, 2001 and
prohibits  the use of the pooling of interest  method.  SFAS No. 142 changes the
accounting for goodwill from an amortization  method to an impairment  approach.
The  Company  will be  required  to adopt SFAS No. 142 on May 1, 2002,  however,
early  adoption as of May 1, 2001 is  permitted.  The Company has not  amortized
goodwill  because it arose in connection  with an acquisition  made prior to the
effective date of ABP No. 17 for which, in the opinion of management,  there has
been no  diminution  of value.  The Company has not yet  evaluated the effect of
SFAS No. 142 on its consolidated financial statements.

IMPACT OF INFLATION
-------------------
Operations of the Company can be impacted by inflation. Within the industries in
which  the  Company  operates,  inflation  can  cause  increases  in the cost of
materials,  services,  interest  and  labor.  Unless  such  increased  costs are
recovered through increased sale prices, operating margins will decrease. Within
the land development industry,  the Company encounters particular risks. A large
part of the Company's real estate sales are to  homebuilders  who face their own
inflationary  concerns that rising housing costs,  including interest costs, may
substantially  outpace increases in the income of potential  purchasers and make
it  difficult  for them to  finance  the  purchase  of a new home or sell  their
existing  home. If this  situation  were to exist,  the demand for the Company's
land by these homebuilder  customers could decrease. In general, in prior years,
interest and price  increases  have been  commensurate  with the general rate of
inflation in the Company's markets,  and the Company has not found the inflation
risk to be a  significant  problem in its real  estate or  magazine  circulation
operations.



Item 7(A).      Quantitative and Qualitative Disclosures About Market Risk
----------      ----------------------------------------------------------
The  primary  market  risk  facing  the  Company  is  interest  rate risk on its
long-term  debt. The Company does not hedge  interest rate risk using  financial
instruments. The Company is also subject to foreign currency risk, but this risk
is not  material.  The  following  table  sets  forth as of April  30,  2001 the
Company's long term debt  obligations by scheduled  maturity,  weighted  average
interest rate and estimated Fair Market Value ("FMV") (amounts in thousands):



                                                 Year ended April 30,
                                                         There-           FMV @
                      2002   2003   2004   2005   2006   after    Total  4/30/01
                      ----   ----   ----   ----   ----   -----    -----  -------

Fixed rate debt     $3,285  $  327  $ 777  $ 175  $ 147  $ 1,452 $ 6,163 $ 6,284

Weighted average
   interest rate      10.5%    8.7%   7.9%   8.3%   7.9%    7.9%    9.3%      -

Variable rate debt  $6,205  $31,892 $  -   $  -   $  -   $   -   $38,097 $38,097

Weighted average
   interest rate       8.3%    7.5%    -      -      -       -      8.3%      -



                                       13
<PAGE>



Item 8. Financial Statements and Supplementary Data
------- -------------------------------------------



                    Report of Independent Public Accountants
                    ----------------------------------------



To AMREP Corporation:


We  have  audited  the  accompanying   consolidated   balance  sheets  of  AMREP
Corporation (an Oklahoma  corporation) and subsidiaries as of April 30, 2001 and
2000, and the related  consolidated  statements of income,  shareholders' equity
and cash flows for each of the three years in the period  ended April 30,  2001.
These  financial   statements  and  the  schedule  referred  to  below  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  AMREP  Corporation  and
subsidiaries as of April 30, 2001 and 2000, and the results of their  operations
and their cash flows for each of the three  years in the period  ended April 30,
2001 in conformity with accounting  principles  generally accepted in the United
States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. Schedule II accompanying the consolidated
financial  statements  is  presented  for the  purpose  of  complying  with  the
Securities  and  Exchange  Commission's  rules  and is  not  part  of the  basic
financial  statements.   This  schedule  has  been  subjected  to  the  auditing
procedures  applied in our audits of the basic financial  statements and, in our
opinion,  fairly states in all material  respects the financial data required to
be set forth therein in relation to the basic  financial  statements  taken as a
whole.



                                                         ARTHUR ANDERSEN LLP


Albuquerque, New Mexico
August 13, 2001



                                       14
<PAGE>




                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                    CONSOLIDATED BALANCE SHEETS (Page 1 of 2)
                    -----------------------------------------
                             APRIL 30, 2001 AND 2000
                             -----------------------
                          (Dollar amounts in thousands)


                    ASSETS                          2001              2000
                    ------                      ----------        ----------

CASH AND CASH EQUIVALENTS                       $  15,941         $  12,934

RECEIVABLES, net:
   Real estate operations                           7,070             9,108
   Magazine circulation operations                 37,533            45,366
                                                ----------        ----------
                                                   44,603            54,474

REAL ESTATE INVENTORY                              71,194            70,548

PROPERTY, PLANT AND EQUIPMENT,
   at historical cost, net of accumulated
   depreciation and amortization                   16,467            17,852

OTHER ASSETS, net of accumulated amortization      11,448            11,437

EXCESS OF COST OF SUBSIDIARY
   OVER NET ASSETS ACQUIRED                         5,191             5,191
                                                ----------        ----------

     TOTAL ASSETS                               $ 164,844         $  72,436
                                                ==========        ==========


       The accompanying notes to consolidated financial statements are an
               integral part of these consolidated balance sheets.


                                       15
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                    CONSOLIDATED BALANCE SHEETS (Page 2 of 2)
                    -----------------------------------------
                             APRIL 30, 2001 AND 2000
                             -----------------------
                 (Dollar amounts in thousands, except par value)



      LIABILITIES AND SHAREHOLDERS' EQUITY         2001              2000
      ------------------------------------      ----------        ----------

ACCOUNTS PAYABLE, DEPOSITS AND
   ACCRUED EXPENSES                             $  27,326         $  25,920

NOTES PAYABLE:
   Amounts due within one year                      9,490            15,599
   Amounts subsequently due                        34,770            31,312
                                                ----------        ----------
                                                   44,260            46,911

TAXES PAYABLE:
   Amounts due (receivable) within one year         1,595            (1,002)
   Amounts subsequently due (including interest)        -             5,999

                                                ----------        ----------
                                                    1,595             4,997

DEFERRED INCOME TAXES                               1,882             2,627
                                                ----------        ----------

     TOTAL LIABILITIES                             75,063            80,455
                                                ----------        ----------


COMMITMENTS AND CONTINGENCIES  (Notes 11 and 12)

SHAREHOLDERS' EQUITY:
 Common stock, $.10 par value;
  shares authorized--20,000,000;
  shares issued - 7,399,677 in 2001
  and 7,398,677 in 2000                               740               740
 Capital contributed in excess of par value        44,935            44,930
 Retained earnings                                 49,815            47,258
 Treasury stock, at cost; 826,091 shares
  at April 30, 2001 and 158,327 shares
  at April 30, 2000                                (5,709)             (947)
                                                ----------        ----------

     TOTAL SHAREHOLDERS' EQUITY                    89,781            91,981
                                                ----------        ----------

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 164,844         $ 172,436
                                                ==========        ==========


       The accompanying notes to consolidated financial statements are an
               integral part of these consolidated balance sheets.

<TABLE>
<CAPTION>

                                       16
<PAGE>


                                                  AMREP CORPORATION AND SUBSIDIARIES
                                                  ----------------------------------
                                                   CONSOLIDATED STATEMENTS OF INCOME
                                                   ---------------------------------
                                           (Amounts in thousands, except per share amounts)
                                                         Year Ended April 30,
                                            --------------------------------------------
<S>                                        <C>              <C>              <C>
                                                 2001             2000            1999
                                           ------------     ------------     ------------
   REVENUES:
      Magazine circulation operations       $   48,570       $   52,548      $    57,354
      Real estate operations-
        Home and condominium sales               4,611           30,079           90,947
        Land sales                              16,386           32,637           36,033
                                           ------------     ------------     ------------
                                                20,997           62,716          126,980


      Interest and other operations              3,642            4,569            5,957
                                           ------------     ------------     ------------

                                                73,209          119,833          190,291
                                           ------------     ------------     ------------
   COSTS AND EXPENSES:
    Real estate cost of sales-
     Home and condominium sales                  6,083           28,735           79,494
     Land sales                                  9,588           21,084           21,869
    Operating expenses-
     Magazine circulation operations            41,128           44,184           48,181
     Real estate commissions and selling         1,218            3,670            7,689
     Other operations                            2,836            4,560            3,960
    General and administrative-
     Real estate operations and corporate        4,121            6,026            7,643
     Magazine circulation operations             6,934            6,680            6,408
    Interest, net                                2,771            2,946            4,743
    Restructuring costs                             -                -             2,108
                                           ------------     ------------     ------------
                                                74,679          117,885          182,095
                                           ------------     ------------     ------------
   INCOME (LOSS) BEFORE INCOME TAXES           ( 1,470)           1,948            8,196

   BENEFIT (PROVISION) FOR INCOME TAXES          4,027             (779)            (659)
                                           ------------     ------------     ------------
   NET INCOME                              $     2,557      $     1,169      $     7,537
                                           ============     ============     =============

   EARNINGS PER SHARE - BASIC AND DILUTED  $       .38      $       .16      $      1.02
                                           ============     ============     =============

   WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                          6,681            7,285            7,369
                                           ============     ============     =============

       The accompanying notes to consolidated financial statements are an
               integral part of these consolidated balance sheets.

</TABLE>



                                       17
<PAGE>

<TABLE>
<CAPTION>


                                                  AMREP CORPORATION AND SUBSIDIARIES
                                                  ----------------------------------
                                            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                            -----------------------------------------------
                                                        (Amounts in thousands)

                                                             Capital
                                                           Contributed
                                             Common Stock   In Excess                 Treasury
                                                               of         Retained    Stock at
                                           Shares  Amount   Par Value     Earnings      Cost        Total
                                           ------  ------  ------------   --------   ----------   --------

<S>                                        <C>     <C>     <C>            <C>        <C>          <C>
BALANCE, April 30, 1998                     7,399  $  740  $    44,928    $ 38,552   $    (180)   $ 84,040

   Net income                                   -       -            -       7,537           -       7,537
                                           ------  ------  ------------   --------   ----------   --------
BALANCE, April 30, 1999                     7,399     740       44,928      46,089        (180)     91,577

   Net income                                   -       -            -       1,169           -       1,169

   Purchase of treasury stock                   -       -            -           -        (857)       (857)

   Issuance of treasury stock                   -       -            2           -          90          92
                                           ------  ------  ------------   --------   ----------   --------
BALANCE, April 30, 2000                     7,399     740       44,930      47,258        (947)     91,981

Net income                                      -       -            -       2,557           -       2,557

Purchase of treasury stock                      -       -            -           -      (4,762)     (4,762)

Exercise of stock options                       1       -            5           -           -           5
                                           ------  ------  ------------   --------   ----------   --------
BALANCE, April 30, 2001                     7,400  $  740  $    44,935    $ 49,815   $  (5,709)   $ 89,781


       The accompanying notes to consolidated financial statements are an
                 integral part of these consolidated statements.

</TABLE>


                                       18
<PAGE>


<TABLE>
<CAPTION>

                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                             (Amounts in thousands)

<S>                                                         <C>          <C>         <C>
                                                                      Year Ended April 30,
                                                            ------------------------------------
                                                                 2001         2000       1999
                                                            ----------   ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                               $   2,557    $   1,169   $   7,537
   Adjustments to reconcile net income
     to net cash provided by operating activities-
     Depreciation and amortization                              3,033        4,104       4,830
     Non-cash credits and charges:
       Loss (gain) on disposition of fixed assets                (211)         167         218
       Provision for doubtful accounts                          2,265        1,806       5,025
       Impairment of long-lived assets                          2,265        4,543       1,213
       Pension benefit accrual                                   (603)        (573)       (487)
       Issuance of treasury stock charged to expense                -           92           -
     Changes in assets and liabilities,
      excluding the effect of acquisition-
       Receivables                                              7,606        8,388      (1,178)
       Real estate inventory                                   (2,085)      19,164       8,968
       Other real estate investments                                -        1,089        (150)
       Other assets                                              (634)       1,145        (385)
       Accounts payable, deposits and accrued expenses          1,406      (11,708)     (3,019)
       Taxes payable                                           (3,402)      (9,341)     (5,352)
       Deferred income taxes                                     (745)       1,612      (1,573)
                                                            ----------   ----------  ----------
         Net cash provided by operating activities             11,443       21,657      15,647
                                                            ----------   ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                        (2,045)      (2,659)     (3,305)
   Proceeds from disposition of property, plant and equipment   1,017          227         277
   Amount received  for acquisition                                 -          873           -
                                                            ----------   ----------  ----------
         Net cash used by investing activities                 (1,028)      (1,559)     (3,028)
                                                            ----------   ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing                                24,843       25,424      61,647
   Principal debt payments                                    (27,494)     (55,284)    (71,230)
   Exercise of Stock Option                                         5            -           -
   Purchase of treasury stock                                  (4,762)        (857)          -
                                                            ----------   ----------  ----------
         Net cash used by financing activities                 (7,408)     (30,717)     (9,583)
                                                            ----------   ----------  ----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                3,007      (10,619)      3,036
CASH AND CASH EQUIVALENTS, beginning of year                   12,934       23,553      20,517
                                                            ----------   ----------  ----------
CASH AND CASH EQUIVALENTS, end of year                      $  15,941    $  12,934   $  23,553
                                                            ==========   ==========  ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid - net of amounts capitalized               $   4,354    $   3,759   $   4,802
                                                            ==========   ==========  ==========
   Income taxes paid                                        $   1,173    $   8,403   $   7,716
                                                            ==========   ==========  ==========
   Income taxes received                                    $   1,073    $      40   $      60
                                                            ==========   ==========  ==========
   Non Cash Transaction
     Transfer to Inventory from Fixed Assets                $     317    $       -   $       -
                                                            ==========   ==========  ==========
   Acquisition of real estate assets:
     Identifiable assets acquired                           $       -    $   1,408   $       -
     Liabilities assumed                                            -        2,281           -
                                                            ----------   ----------  ----------
         Net cash (received) paid for acquisition           $       -    $    (873)  $       -
                                                            ==========   ==========  ==========
</TABLE>


       The accompanying notes to consolidated financial statements are an
                 integral part of these consolidated statements.

                                       19
<PAGE>





                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
(1)      SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES:
         -------------------------------------------------------------------
         Organization and principles of consolidation
         --------------------------------------------
The consolidated financial statements include the accounts of AMREP Corporation,
an Oklahoma corporation, and its subsidiaries (individually and collectively, as
the context  requires,  the  "Company").  The  Company,  through  its  principal
subsidiaries,  is engaged in two unrelated businesses.  Kable News Company, Inc.
("Kable")  operates  in  the  magazine  distribution  and  fulfillment  services
industries,  and AMREP Southwest Inc. operates  predominately in the real estate
industry, principally in New Mexico.

The Company's  investments in partnerships (and similar entities),  in which the
Company's  interest is 50% or less, or in which the Company does not effectively
control  the  joint  venture,  are  accounted  for by  the  equity  method.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

The consolidated  balance sheets are presented in an unclassified  format, since
the Company has  substantial  operations  in the real  estate  industry  and its
operating cycle is greater than one year.

         Revenue recognition
         -------------------
Revenues  from  magazine  circulation   operations  include  revenues  from  the
distribution   of   periodicals   and   subscription   fulfillment   activities.
Distribution  revenues  represent  commissions  earned from the  distribution of
publications  for  client   publishers  which  are  recorded  at  the  time  the
publications  go on  sale.  The  publications  generally  are  sold  on a  fully
returnable  basis,  which  is in  accordance  with  prevailing  trade  practice.
Accordingly,  the Company  provides for  estimated  returns by charges to income
which are based on experience. Revenues from subscription fulfillment activities
represent  fees earned from the  maintenance  of computer  files for  customers,
which are billed and earned monthly, and other fulfillment  activities including
sweepstakes mail processing,  customer telephone support,  product  fulfillment,
and graphic arts and lettershop services,  all of which are billed and earned as
the services are provided.

Land  sales  are  recognized  when the  parties  are  bound by the  terms of the
contract,  all  consideration  (including  adequate cash) has been exchanged and
title and other attributes of ownership have been conveyed to the buyer by means
of a closing.  Profit is recorded  either in its entirety or on the  installment
method  depending  upon,  among  other  things,  the  ability  to  estimate  the
collectibility of the unpaid sales price. In the event the buyer defaults on the
obligation,  the  property is taken back and recorded as inventory at the unpaid
receivable balance, net of any deferred profit, but not in excess of fair market
value less estimated costs to sell.

Sales of homes and  condominiums  are recognized when title and other attributes
of ownership have been conveyed to the buyer by means of a closing.

         Cash and cash equivalents
         -------------------------
Cash equivalents  consist of short term, highly liquid investments which have an
original maturity of ninety days or less, and that are readily  convertible into
cash.


                                       20
<PAGE>

         Real estate inventory
         ---------------------
Land and improvements for completed real estate projects,  as well as those held
for future  development  or sale,  are stated at the lower of  accumulated  cost
(except in certain  instances  where property is repossessed as discussed  above
under  "Revenue  recognition")  which  includes the  development  cost,  certain
amenities,  capitalized  interest and  capitalized  real estate  taxes,  or fair
market value less estimated costs to sell.

Homes and condominiums  completed or under  construction are stated at the lower
of accumulated cost,  including interest costs capitalized during  construction,
or fair market value less estimated costs to sell.

         Property, plant and equipment
         -----------------------------
Items capitalized as part of property, plant and equipment are recorded at cost.
Expenditures  for  maintenance  and repair  and minor  renewals  are  charged to
expense as incurred, while those expenditures which improve or extend the useful
life of  existing  assets are  capitalized.  Upon sale or other  disposition  of
assets, their cost and the related accumulated  depreciation or amortization are
removed from the accounts and the  resulting  gain or loss, if any, is reflected
in operations.

Depreciation  and  amortization  of property,  plant and  equipment are provided
principally by the straight-line  method at various rates calculated to amortize
the book values of the respective assets over their estimated useful lives which
range from 5 to 50 years for utility  plant and  equipment and 3 to 40 years for
all other property, plant and equipment.

         Excess of cost of subsidiaries over net assets acquired
         -------------------------------------------------------
The excess of amounts paid for business  acquisitions over the net fair value of
the assets acquired and liabilities assumed ("goodwill") is carried as an asset.
Goodwill  arose in connection  with the  acquisition of Kable during 1969 and is
not being amortized to operations,  since this acquisition was made prior to the
effective  date of  Accounting  Principles  Board  Opinion  ("APB")  No.  17 and
management is of the opinion that there has been no diminution of value.

         Long-lived assets
         -----------------
Long-lived assets,  including real estate inventory and goodwill,  are evaluated
when  indicators of impairment are present.  Provisions for possible  losses are
recorded when  undiscounted cash flows estimated to be generated by those assets
are less than the assets' carrying amount. See Notes 3 and 4.

         Income taxes
         ------------
Deferred tax assets and liabilities are determined based on differences  between
financial reporting and tax bases of assets and liabilities, and are measured by
using  currently  enacted tax rates  expected to apply to taxable  income in the
years in which those differences are expected to reverse.

         Earnings per share
         ------------------
Basic  earnings  per  share is based on the  weighted  average  number of common
shares  outstanding  during each year.  Diluted  earnings  per share is computed
assuming  the  issuance  of  common  shares  for  all  dilutive   stock  options
outstanding (using the treasury stock method) during the reporting period.

         Stock options
         -------------
The Company  accounts for stock  option  grants in  accordance  with APB No. 25,
"Accounting  for  Stock  Issued to  Employees."  The  Company  has  adopted  the
disclosure-only  provisions  of  Statement  of  Financial  Accounting  Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation" (see Note 7).


                                       21
<PAGE>

         Comprehensive income
         --------------------
The Company is  required  to report  components  of  comprehensive  income in an
annual  financial  statement that is displayed with the same prominence as other
financial statements.  The Company's comprehensive income and net income are the
same.

         Management's estimates and assumptions
         --------------------------------------
The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. The significant  estimates that
affect the  financial  statements  include,  but are not limited  to,  inventory
valuation,   magazine  returns,  the  recoverability  of  long-term  assets  and
amortization periods. Actual results could differ from those estimates.

         New accounting pronouncements
         -----------------------------
In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"),
which establishes accounting and reporting standards for derivative instruments,
including   certain   derivative   instruments   embedded  in  other  contracts,
(collectively  referred  to as  derivatives)  and for  hedging  activities.  The
Company  adopted  SFAS No. 133 in fiscal  2001.  The Company  does not engage in
investments  or activity of this nature,  and thus SFAS No. 133 had no effect on
its consolidated financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  (SAB) 101,  "Revenue  Recognition,"  which outlines the basic criteria
that must be met to recognize  revenue and provides guidance for presentation of
revenue and for disclosure related to revenue recognition  policies in financial
statements  filed with the  Securities  and  Exchange  Commission.  The  Company
conformed to the guidelines of this  pronouncement in fiscal 2001, and there was
no effect on the financial position or results of operations of the Company.

In June 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 141,
"Business  Combinations"  ("SFAS No. 141") and SFAS No. 142  "Goodwill and Other
Intangible  Assets"  ("SFAS No.  142").  SFAS No. 141 requires that the purchase
method is used for all business  combinations  initiated after June 30, 2001 and
prohibits  the use of the pooling of interest  method.  SFAS No. 142 changes the
accounting for goodwill from an amortization  method to an impairment  approach.
The  Company  will be  required  to adopt SFAS No. 142 on May 1, 2002,  however,
early  adoption as of May 1, 2001 is  permitted.  The Company has not  amortized
goodwill  because it arose in connection  with an acquisition  made prior to the
effective date of ABP No. 17 for which, in the opinion of management,  there has
been no  diminution  of value.  The Company has not yet  evaluated the effect of
SFAS No. 142 on its consolidated financial statements.

         Financial statement presentation
         --------------------------------
Certain prior year amounts in the  consolidated  financial  statements have been
reclassified to conform with the 2001 presentation.

                                       22
<PAGE>


(2)      RECEIVABLES:
         ------------
Receivables consist of:                                    April 30,
                                               ---------------------------------
                                                   2001               2000
                                               --------------     --------------
                                                         (Thousands)
Real estate operations-
   Mortgage and other receivables              $     7,243        $       9,469
   Allowance for doubtful accounts                    (173)                (361)
                                               --------------     --------------
                                               $     7,070        $       9,108

Magazine circulation operations-
   Accounts receivable (maturing
     within one year)                          $    87,946        $     109,994
   Allowances for-
     Estimated returns                             (49,201)             (62,978)
     Doubtful accounts                              (1,212)              (1,650)
                                               --------------     --------------
                                               $    37,533        $      45,366

Mortgage and other receivables bear interest at rates ranging from 8.0% to 12.0%
and  result  primarily  from  land  sales.   Magazine   circulation   operations
receivables  collateralize  a general  purpose  line-of-credit  utilized for the
magazine circulation operations (see Note 6).

The Company extends credit to various  companies in the real estate and magazine
circulation  industries  which 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. As
industry  practices  allow,  the  Company's  policy is to manage its exposure to
credit risk through credit  approvals and limits and, where  appropriate,  to be
secured by  collateral.  The Company  also  provides an  allowance  for doubtful
accounts for potential losses based upon factors  surrounding the credit risk of
specific  customers,  historical  trends and other  financial and  non-financial
information.  In  recent  years,  as a result of  changes  within  the  magazine
distribution  industry there has been a major consolidation and reduction in the
number of wholesalers to whom Kable  distributes  magazines and, as a result, at
April 30, 2001  approximately  40% of Kable's accounts  receivable were due from
three  customers.  In addition,  Kable  determined  that certain  wholesaler and
publisher  customers  had been  impacted  by  these  industry  changes  and were
encountering  financial  difficulties  and,  accordingly,   provided  additional
allowances for doubtful accounts of approximately  $2.3 million in 2001 and $1.8
million in 2000.

Maturities  of  principal  on real estate  receivables  at April 30, 2001 are as
follows (in thousands):  2002 - $2,963; 2003 - $2,824; 2004 - $632; 2005 - $268;
2006 - $4; 2007 and thereafter - $552.

(3)     REAL ESTATE INVENTORY:
        ----------------------
Real estate inventory consists of:
                                                            April 30,
                                               ---------------------------------
                                                   2001                 2000
                                               --------------     --------------
                                                           (Thousands)

Land and improvements held for sale
 or development                                $  70,501          $   64,571
Homes and condominiums -
 land and construction costs                         693               5,694
Other                                                  -                 283
                                               --------------     --------------
                                               $  71,194          $   70,548
                                               ==============     ==============


Accumulated  capitalized  interest  costs  included in real estate  inventory at
April 30, 2001 and 2000 were $4,867,000 and $3,934,000,  respectively.  Interest
costs  capitalized  during 2001, 2000 and 1999 were  $1,533,000,  $1,371,000 and

                                       23
<PAGE>

$3,348,000, respectively.  Accumulated capitalized real estate taxes included in
the  inventory  of land and  improvements  at  April  30,  2001  and  2000  were
$4,751,000 and $4,501,000,  respectively.  Real estate taxes capitalized  during
2001,  2000  and  1999  were  $425,000,  $182,000  and  $217,000,  respectively.
Previously  capitalized  interest  costs and real estate  taxes  charged to real
estate cost of sales were $775,000,  $2,375,000 and $4,903,000 in 2001, 2000 and
1999, respectively.

During  2001,  2000 and 1999,  the Company  determined  that certain real estate
assets  were  impaired   primarily  due  to  conditions   associated   with  the
restructuring of real estate  operations.  The Company  recognized an impairment
for long-lived  assets of  approximately  $1,750,000,  $3,800,000 and $1,200,000
based upon an estimate of the future cash flows to be  generated by those assets
compared to the remaining carrying value of those assets.

In prior  years the Company had  participated  in a number of real estate  joint
ventures  in which  it did not  have  management  control.  Condensed  financial
information  concerning these  unconsolidated  joint venture  activities for the
year  ended  April  30,  2000 is as  follows:  total  assets -  $429,000;  total
liabilities  -  $146,000;   equity  of  the  Company  -  $283,000;   revenues  -
$27,661,000;  expenses -  $26,779,000;  income - $882,000 of which the Company's
share was $353,000 (including  management fees). As part of the restructuring of
its real estate operations, the Company substantially completed the development,
construction  and sales for those joint  ventures  in which it had  participated
during 2000, and, accordingly,  there were no significant operations during 2001
and no  significant  assets or  liabilities  remained in these joint ventures at
April 30, 2001.

Substantially all of the Company's real estate assets are located in New Mexico.
As a result of this geographic  concentration,  the Company could be affected by
economic conditions in this region.


(4)      PROPERTY, PLANT AND EQUIPMENT:
         ------------------------------
Property, plant and equipment consists of:
                                                          April 30,
                                               ---------------------------------
                                                    2001               2000
                                               --------------     --------------
                                                         (Thousands)

Land, buildings and improvements               $    9,588         $   10,907
Furniture and fixtures                             12,170             11,140
Utility plant and equipment                         9,859              9,020
Other                                                 136                817
                                               --------------    ---------------
                                                   31,753             31,884
Accumulated depreciation and
   amortization                                   (15,286)           (14,032)
                                               --------------    ---------------
                                               $   16,467        $    17,852
                                               ==============    ===============



During  2000,  the Company  determined  that certain  property  and  specialized
equipment utilized in its fulfillment operations would no longer be utilized due
to the  impending  loss  of a large  customer,  and the  Company  recognized  an
impairment  for  long-lived  assets  of  approximately  $735,000  based  upon an
estimate of the future cash flows to be generated  by those  assets  compared to
the remaining  carrying value of those assets.  During 2001 the Company provided
an impairment  reserve of $500,000 for the potential loss on the sale of certain
property, plant and equipment.

Depreciation  charged to  operations  amounted to  $1,807,000,  $2,230,000,  and
$2,109,000 in 2001, 2000, and 1999, respectively.



                                       24
<PAGE>

(5)      OTHER ASSETS:
         -------------
Other assets consist of:
                                                            April 30,
                                                 -------------------------------
                                                     2001               2000
                                                 --------------    -------------
                                                          (Thousands)

Prepaid expenses and other deferred charges, net  $   5,118         $    5,274
Purchased magazine distribution contracts,
   net of accumulated amortization of $3,316 and
   $2,889 in 2001 and 2000, respectively                963              1,390
Security and other deposits                           2,635              2,301
Prepaid pension (Note 7)                              2,623              2,020
Other                                                   109                452
                                                 --------------    -------------
                                                  $  11,448         $   11,437
                                                 ==============    =============

Included in other  assets at April 30, 2001 is Kable's 50%  interest of $400,000
in a joint venture  accounted for the equity  method.  Total assets of the joint
venture  at April  30,  2001  were  $880,000,  and  Kable's  share of the  joint
venture's start-up losses of $234,000 in 2001 was $117,000, which is included in
Operating expenses.

Amortization  related  to  deferred  charges  and  distribution   contracts  was
$1,226,000,  $1,874,000, and $1,622,000 for the years ended April 30, 2001, 2000
and 1999, respectively.


(6)      DEBT FINANCING:
         ---------------
Debt financing consists of:
                                                          April 30,
                                               -------------------------------
                                                    2001               2000
                                               ------------       ------------
                                                         (Thousands)
Notes payable -
   Line-of-credit borrowings -
     Real estate operations and other          $    7,758         $    9,991
     Magazine circulation operations               29,975             27,713
   Other                                              105                521
                                               ------------       ------------
                                               $   44,260         $   46,911
                                               ============       ============


Maturities  of principal on notes  outstanding  at April 30, 2001 are as follows
(in thousands):  2002 - $9,490; 2003 - $32,219; 2004 - $777; 2005 - $175; 2006 -
$147; 2007 and thereafter - $1,452.

         Line-of-credit borrowings
         -------------------------
The Company has several  loans with one  financial  institution  to support real
estate  operations.  These  loans  have a  total  maximum  amount  available  of
approximately  $10.7 million,  of which borrowings of approximately $7.8 million
were outstanding as of April 30, 2001. These  borrowings,  which have maturities
ranging from 2002 through  2007,  bear interest at the prime rate (7.5% at April
30, 2001), are  collateralized  by certain real estate assets and are subject to
certain financial  performance and other covenants.  The Chief Executive Officer
of the real estate subsidiary, who is also a member of the Board of Directors of
the  Company,  serves  as a member of the board of  directors  of the  financial
institution from which these loans were obtained.

                                       25
<PAGE>


Kable had a $40 million  line-of-credit with a group of banks which, as a result
of a  modification  of the agreement  entered into in March 2001, was reduced to
$30 million and which was fully  borrowed at April 30, 2001.  At April 30, 2001,
Kable was not in compliance with a financial  covenant of the modified agreement
and subsequently  agreed to another  modification,  which provided for a further
reduction of the commitment amount to $25.6 million at July 31, 2001,  increased
the  interest  rate from  prime  plus  1/2% to prime  plus 1% and  extended  the
maturity  date until  September  30, 2001.  In addition,  subject to the Company
repaying $4.4 million of  intercompany  debt due to Kable by September 30, 2001,
the loan would  automatically  be  extended  to May 1, 2002 with the  commitment
amount  reduced to $23.5  million at  December  31,  2001.  This  condition  was
satisfied in August 2001 and the loan  extended  until May 1, 2002.  The loan is
collateralized 125% or more by certain Kable accounts receivable  (increasing to
142% at December 31, 2001) and  prohibits  the payment of dividends  by, and the
making of loans  from,  Kable to the  Company.  The  Registrant  has  guaranteed
Kable's repayment obligations under this arrangement.

Kable has been  advised  by its  lending  group that  participants  representing
approximately  50% of the  committed  credit  do not wish to  participate  in an
extension  beyond May 1, 2002.  The Company has initiated  discussions  with the
lead bank to explore a modification  and/or  reformulation of the lending group,
and is also in discussions with other potential lenders;  however, no agreements
have been  reached at this time and there are no  assurances  that Kable will be
able to  renegotiate  or  extend  the  terms  of the  credit  agreement  or find
replacement lenders beyond May 1, 2002.

In  connection  with the  restructuring  of its real  estate  operations  and to
facilitate  the  wind-down of its  California  operation,  a  subsidiary  of the
Company has guaranteed a $6.4 million  line-of-credit for an unaffiliated entity
for the  ongoing  development  of a project in which the  subsidiary  had been a
joint venture  participant,  of which approximately $5.1 million was outstanding
at April 30, 2001.


         Mortgages and other notes payable
         ---------------------------------
Mortgages and other notes payable had interest rates ranging from 7.5% to 12% at
April  30,  2001,  and are  primarily  collateralized  by  property,  plant  and
equipment and certain land  inventory.  These  borrowings  mature through fiscal
2013.



(7)      BENEFIT PLANS:
         --------------
         Stock option plans
         ------------------
Under the  Company's  1992 Stock  Option Plan,  311,750  shares are reserved for
issuance to  officers  and other key  employees.  Options may be granted in such
amounts,  at such  times,  and with such  exercise  prices  as the stock  option
committee  may  determine.  The  Non-Employee  Directors  Option Plan has 36,000
shares  reserved for issuance and provides for an automatic  issuance of options
to purchase 500 shares of common stock to each non-employee director annually at
the fair market value at the date of grant.  The options are  exercisable in one
year and expire five years after the date of grant.


                                       26
<PAGE>

<TABLE>
<CAPTION>
 A summary of activity in the Company's stock option plans is as follows:


                                                                   Year Ended April 30,
                              ------------------------------------------------------------------------------
                                            2001                         2000                        1999
                              ------------------------------- ---------------------------------- -----------
<S>                                   <C>       <C>         <C>           <C>          <C>        <C>
                                               Weighted                  Weighted                 Weighted
                                     Number    Average      Number        Average      Number     Average
                                      of       Exercise      of          Exercise       of        Exercise
                                     Shares      Price      Shares         Price       Shares      Price

Options outstanding at
  beginning of year                   12,000    $ 6.27      43,500        $ 6.20       50,500     $ 6.18

Granted                                2,500      5.88       2,500          5.84        2,500       7.75
Exercised                             (1,000)     5.53           -                          -
Expired or canceled                   (1,500)     5.88     (34,000)         7.50       (9,500)      6.50
                              -----------------          -------------               -----------
Options outstanding at
  end of year                         12,000      6.30      12,000          6.27       43,500       6.20
                              =================          =============               ===========

Available for grant at
  end of year                        335,750               337,750                    308,750
                              =================          =============               ===========

Options exercisable at
  end of year                          8,250                 8,250                     18,417
                              =================          =============               ===========

Range of exercise prices
  for options exercisable
  at end of year              $5.19 to $7.75             $5.19 to $7.75              $5.19 to $7.50
                              ==============             ==============              ==============

</TABLE>

Options  outstanding at April 30, 2001 are  exercisable  over a four year period
beginning  one  year  from  date  of  grant.  The  weighted  average   remaining
contractual  life of options  outstanding  at April 30, 2001,  2000, and 1999 is
3.1,  3.1,  and 2.4  respectively.  The  weighted  average fair value of options
granted during the year was $1.08 in 2001, $.97 in 2000, $1.48 in 1999. The fair
value  of each  option  grant  is  estimated  on the  date of  grant  using  the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions  used for  grants  in 1999,  2000 and 2001,  respectively:  expected
volatility of 38%, 41%, and 34% risk-free interest rates of 5.5%, 6.6%, and 4.4%
and expected lives of 3 years.

Stock options granted have been issued with an exercise price at the fair market
value of the Company's stock at the date of grant. Accordingly,  no compensation
expense has been recognized with respect to the stock option plans. Further, the
amount  of  additional   compensation   disclosable  under  the  disclosure-only
provisions of SFAS No. 123 is immaterial for all periods presented.


         Savings plan
         ------------
The Company has a savings  plan to which the Company  makes  contributions.  The
plan provides for standard contributions of 33.3% of eligible employees' defined
contributions up to a maximum of 2% of such employees' compensation.  Additional
amounts  may be  contributed  with  the  approval  of  the  Company's  Board  of
Directors.  The Company's  contribution  to the plan  amounted to  approximately
$252,000, $254,000 and $216,000 in 2001, 2000 and 1999, respectively.




                                       27
<PAGE>



         Retirement plan
         ---------------
The Company has a  retirement  plan which  covers  substantially  all  full-time
employees and which provides  benefits based upon a percentage of the employee's
annual  salary.  No  contribution  to the plan was  required  in 2001 and  2000;
$12,000 was contributed in 1999. Assets are invested  primarily in United States
Treasury obligations, equity and debt securities and money market funds.

Net periodic pension cost for 2001, 2000 and 1999 was comprised of the following
components:

<TABLE>
<CAPTION>

                                                                   Year Ended April 30,
                                                  -------------------------------------------------------
                                                       2001                2000                1999
                                                  ---------------    ------------------    --------------
                                                                        (Thousands)
<S>                                               <C>                <C>                  <C>
Service cost - benefits earned during the
   period                                         $          571     $          656       $          645
Interest cost on projected
   benefit obligation                                      1,738              1,611                1,617
Expected return on assets                                 (2,560)            (2,464)              (2,385)
Amortization of prior service cost                          (352)              (352)                (352)
Recognized net actuarial loss                                  -                (24)                 (12)
                                                  ---------------    -----------------    ---------------
Net periodic pension cost (income)                $         (603)    $         (573)      $         (487)
                                                  ===============    =================    ===============

Assumptions used in determining net periodic pension cost were:

                                                                   Year Ended April 30,
                                                -----------------------------------------------------------
                                                      2001                 2000                 1999
                                                -----------------    -----------------    -----------------

Discount rates                                        7.5%                  7.25%                7.25%
Rates of increase in compensation
   levels                                             4.5%                  4.5%                  N/A
Expected long-term rate of return
   on assets                                          9.0%                  9.0%               8.0-9.0%


</TABLE>


                                       28
<PAGE>


The following  table sets forth changes in the plans'  benefit  obligations  and
assets,  and  summarizes  components  of  amounts  recognized  in the  Company's
consolidated balance sheets:
                                                          April 30,
                                               -------------------------------
                                                    2001             2000
                                               -------------    --------------
                                                         (Thousands)

Change in benefit obligations:
    Benefit obligation at beginning of year      $  21,437        $  23,641
    Service cost (excluding expense component)         441              485
    Interest cost                                    1,738            1,611
    Actuarial (gain) loss                            2,749           (2,891)
    Benefits paid                                   (1,744)          (1,409)
                                               -------------    --------------
    Benefit obligation at end of year            $  24,621        $  21,437
                                               =============    ==============
Change in plan assets:
    Fair value of plan assets at
      beginning of year                          $   29,240       $  28,068
    Actual return on plan assets                      1,052           2,691
    Employer contribution                                 -               -
    Benefits paid                                    (1,744)         (1,409)
    Expenses                                           (137)           (110)
                                               -------------    --------------
    Fair value of plan assets at end of year     $   28,411       $  29,240
                                               =============    ==============

Funded status                                    $    3,790       $   7,803
Unrecognized net actuarial (gain) loss                1,516          (2,748)
Unrecognized prior service cost                      (2,683)         (3,035)
                                               -------------    --------------
Prepaid pension cost                             $    2,623       $   2,020
                                               =============    ==============


(8)     INCOME TAXES:
        -------------
The provision (benefit) for income taxes consists of the following:
                                               Year Ended April 30,
                                     -----------------------------------------
                                         2001          2000           1999
                                     -----------   ------------   ------------
                                                   (Thousands)
Current:
   Federal                           $    (833)    $     1,946    $    6,925

Current:
   Federal                           $  (3,290)    $      (833)   $    1,946
   State and local                           8               -           286
                                     -----------   ------------   ------------
                                        (3,282)           (833)        2,232
                                     -----------   ------------   ------------
Deferred:
   Federal                                (847)          1,341        (1,397)
   State and local                         102             271          (176)
                                     -----------   ------------   ------------
                                          (745)          1,612        (1,573)
                                     -----------   ------------   ------------
Total provision (benefit)
  for income taxes                   $  (4,027)    $       779    $      659
                                     ===========   ============   ============



                                       29
<PAGE>

The components of the net deferred income tax liability are as follows:
                                                                April 30,
                                                         -----------------------
                                                            2001          2000
                                                         ---------     ---------
                                                              (Thousands)

Deferred income tax assets-
    State tax loss carryforwards                         $ 4,732       $ 5,022
    Real estate inventory valuation                          623         1,037
    Interest payable on tax settlements                      622         1,614
    Other                                                  1,323             -
                                                         ---------     ---------
     Total deferred income tax assets                      7,300         7,673
                                                         ---------     ---------

Deferred income tax liabilities-
     Real estate basis differences                          (683)          448
     Reserve for periodicals and paperbacks                 (709)         (964)
     Gain on partnership restructuring                         -          (473)
     Depreciable assets                                   (1,675)       (2,791)
     Differences related to timing of  partnership income   (142)        1,176
     Capitalized costs for financial reporting
       purposes, expensed for tax                         (1,358)       (2,003)
     Other                                                     -        (1,034)
                                                         ---------     ---------
     Total deferred income tax liabilities                (4,567)       (5,641)
                                                         ---------     ---------

     Valuation allowance for realization of state tax
       loss carryforwards                                 (4,615)       (4,659)
                                                         ---------     ---------
  Net deferred income tax liability                      $(1,882)      $(2,627)
                                                         =========     =========


The following  table  reconciles  taxes computed at the U.S.  federal  statutory
income tax rate to the Company's actual tax provision (benefit):


                                                      Year Ended April 30,
                                              ----------------------------------
                                                 2001        2000        1999
                                              ----------  ----------  ----------
                                                         (Thousands)

Computed tax provision at
  statutory rate                              $    (500)  $     662   $   2,787

Increase (reduction) in tax resulting from:
     State income taxes, net of federal
       income tax effect                             73         126         491
     Net reduction in tax liability as a
          result of IRS settlement               (3,500)          -      (2,401)
     Nondeductible meals and entertainment           57          71          90
     Other                                         (157)        (80)       (308)
                                              ----------  ----------  ----------
Actual tax provision (benefit)                $  (4,027)  $     779   $     659
                                              ==========  ==========  ==========


For many years, the Company has been involved in an ongoing process of audits of
its federal tax returns by the Internal Revenue Service ("IRS") for fiscal years
1984 through 1996. In prior years,  the Company has reached  various  agreements
with the IRS for the years 1984  through  1992.  During the year ended April 30,


                                       30
<PAGE>

1999,  the  Company  recorded  a  tax  benefit  of  approximately  $2.4  million
representing  the settlement of IRS examinations for the years 1990 through 1992
at an amount less than that which the Company believed would be required. During
the year ended April 30,  2000,  the Company  made a payment of $4.3  million of
taxes and interest in connection with the interim  resolution of certain matters
related to the  examination  of the  Company's  tax  returns  for the years 1993
through 1996.  During the year ended April 30, 2001, the Company  received final
notification from the IRS of the amount due with respect to certain  outstanding
tax issues related to IRS audits of the Company's 1993 and 1994 tax returns.  In
March 1, 2001,  the Company  made a payment of  approximately  $700,000  for all
federal taxes and interest related to this matter, which is less than the amount
which the Company had previously  accrued on account  thereof.  At the same time
the Company  received final  notification  from the IRS that the outstanding tax
issues  related  to the IRS  examinations  of the  Company's  1995  and 1996 tax
returns were resolved and as a result of the  resolution of these  matters,  the
Company  recognized a tax benefit of $3.5 million in the quarter  ended  January
31, 2001. In addition,  the Company has  reclassified  the  remaining  liability
balance  of "Taxes  payable  -  Amounts  subsequently  due,"  which  principally
represents an estimate of additional state taxes and interest due resulting from
adjustments on IRS audits, to "Taxes payable - Amounts due within one year."

 (9)      SHAREHOLDERS' EQUITY:
          ---------------------
The Company has from time to time  reacquired  its shares to be held as treasury
stock as part of a stock  repurchase  program.  During  fiscal  2000 the Company
reacquired  143,000 of its common  shares at a cost of  approximately  $857,000.
During fiscal 2001, the Board of Directors  authorized an additional  repurchase
of stock by means of a  self-tender  "Dutch  Auction" for 725,000  shares of the
Company's  stock at a price  not to exceed  $7.00  per share and not lower  than
$5.25 per share. As a result of this program and other repurchases,  the Company
reacquired  a total of  approximately  668,000  shares at an  aggregate  cost of
approximately $4.8 million.

(10)     RESTRUCTURING COSTS:
         --------------------
During the fourth quarter of 1999,  the Company  implemented a plan to wind-down
its  homebuilding  operations,  to sell all of its  landholdings in Colorado and
California,  and to  concentrate  its real estate  activities on developing  and
marketing its landholdings at Rio Rancho,  New Mexico. As a result,  the Company
incurred  restructuring-related charges of approximately $1.1 million, including
severance and lease termination payments, and wrote-off unamortized goodwill and
acquisition-related  costs of approximately  $1.0 million incurred in connection
with its acquisition of certain real estate assets in California.

During 2001 and 2000, the Company recorded  additional  charges of approximately
$2.1 million and $3.8 million to provide for reserves and write-downs related to
the  continuing  wind-down of real estate  projects in California  and Colorado,
which was charged to cost of sales and other operations.

The  Company's  decision  to change  its real  estate  focus to  emphasize  land
development  operations in New Mexico and wind-down  homebuilding  operations is
not  considered  to be a permanent  change of  strategy,  and  accordingly,  the
Company has presented the results of operations for  homebuilding  activities in
continuing operations.


(11)     COMMITMENTS AND CONTINGENCIES:
         ------------------------------

         Land sale contracts
         -------------------
The Company has entered into several conditional sales contracts for the sale of
approximately 1,300 lots in Rio Rancho and Colorado which would close at varying
times over the next several years; however,  since each of the contracts permits
the purchaser to terminate its obligations by forfeiture of a relatively  modest
deposit, there are no assurances that all, or even a substantial portion, of the
lots subject to the contracts will be sold pursuant to the contracts.


                                       31
<PAGE>

         Non-cancelable leases
         ---------------------
The Company is obligated under long-term non-cancelable leases for equipment and
various  real estate  properties.  Certain real estate  leases  provide that the
Company will pay for taxes,  maintenance and insurance costs and include renewal
options. Rental expense (in thousands) for 2001, 2000 and 1999 was approximately
$3,767, $4,667 and $5,477, respectively.

The approximate  minimum rental  commitments  for years  subsequent to April 30,
2001, are as follows (in thousands):  2002 - $2,019; 2003 - $1,104; 2004 - $962;
2005 - $917; 2006 - $493; and the total future minimum rental payments - $4,015.

         Rio Rancho lot exchanges
         ------------------------
In connection with homesite sales at Rio Rancho, New Mexico, 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 a lot of the  purchaser,  without
cost to the purchaser. The Company has not incurred significant costs related to
the exchange of lots.

(12)     LITIGATION:
         -----------
The Company  and/or its  subsidiaries  are involved in various  claims and legal
actions incident to their operations,  which in the opinion of management, based
upon advice of counsel,  will not materially  affect the consolidated  financial
position or results of operations of the Company and its subsidiaries.

(13)     FAIR VALUE OF FINANCIAL INSTRUMENTS:
         ------------------------------------
The estimated fair value of financial  instruments is determined by reference to
various market data and other valuation techniques as appropriate.  The carrying
amounts of cash and cash  equivalents and trade payables  approximate fair value
because of the short maturity of these  financial  instruments.  Debt that bears
variable  interest rates indexed to prime or LIBOR also  approximates fair value
as it reprices when market  interest rates changes.  The estimated fair value of
the Company's long-term, fixed-rate mortgage receivables is $5.0 million, versus
a  carrying  amount of $5.2  million,  and $6.8  million  versus  $6.9  million,
respectively,  at April 30, 2001 and April 30, 2000. The estimated fair value of
the  Company's  long-term,  fixed-rate  notes  payable is $6.3 million  versus a
carrying  amount of $6.2  million as of April 30, 2001 and $7.5  million  versus
$7.6 million as of April 30, 2000.

(14)     INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT
         -------------------------------------------------------
         INDUSTRY SEGMENTS:
         ------------------
The  Company  has  identified  four  segments  in which it  operates  under  the
definition  established by this standard.  The Company's real estate  subsidiary
has two identified segments,  Land Sale operations and Homebuilding  operations.
Land Sale  operations  involve the obtaining of approvals,  and  development  of
large  tracts of land for sale to  builders,  commercial  users and others,  and
Homebuilding operations involve the construction and sale of single-family homes
and other  projects.  Magazine  circulation  operations  also has two identified
segments,  Distribution  and  Fulfillment  operations.  Distribution  operations
involve the national and international  distribution and sale of periodicals and
paperbacks to wholesalers, and Fulfillment operations involve the performance of
subscription and product  fulfillment and other related  activities on behalf of
various publishers and other clients. Corporate and other miscellaneous revenues
and expenses not  identifiable  with a specific  segment are grouped together in
this presentation.  Certain expenses are allocated among industry segments based
upon management's estimate of each segment's absorption.

Identifiable  assets by industry are those assets that are used in the Company's
operations in each industry segment,  which also is based upon certain estimates
and allocations among segments.


                                       32
<PAGE>


The  following  schedules  set forth  summarized  data  relative to the industry
segments (amounts in thousands):
<TABLE>
<CAPTION>

                                          Land           Home                                   Corporate
                                          Sales        Building    Distribution   Fulfillment   and Other   Consolidated
                                        ---------      ---------   ------------   -----------   ---------   ------------
<S>                                     <C>            <C>         <C>            <C>           <C>         <C>
Year ended April 30, 2001:
   Revenues                             $ 17,914       $  4,805    $   13,899     $   34,671    $  1,920    $    73,209
   Operating expenses                     12,808          6,900        15,963         32,099       4,138         71,908
   Interest expense, net                     350             42         1,740            472         167          2,771
                                        ---------      ---------   ------------   -----------   ---------   ------------
   Pretax income (loss) contribution    $  4,756       $ (2,137)   $   (3,804)    $    2,100    $ (2,385)   $    (1,470)
                                        =========      =========   ============   ===========   =========   ============

   Depreciation and amortization        $    106       $    150    $    1,093     $    1,311    $    373    $     3,033
   Identifiable assets                  $ 79,032       $  4,194    $   42,937     $   19,540    $ 19,141    $   164,844
   Capital expenditures                 $      -       $      -    $      295     $    1,020    $    730    $     2,045

------------------------------------------------------------------------------------------------------------------------
Year ended April 30, 2000:
   Revenues                             $ 33,629       $ 30,674    $   15,927     $   36,621    $  2,982    $   119,833
   Operating expenses                     24,851         34,218        15,858         35,006       5,006        114,939
   Interest expense, net                     370            241         1,558            553         224          2,946
                                        ---------      ---------   ------------   -----------   ---------   ------------
   Pretax income (loss) contribution    $  8,408       $ (3,785)   $   (1,489)    $    1,062    $ (2,248)   $     1,948
                                        =========      =========   ============   ===========   =========   ============

   Depreciation and amortization        $    361       $    860    $    1,076     $    1,585    $    222    $     4,104
   Identifiable assets                  $ 77,808       $ 10,247    $   43,157     $   16,778    $ 24,446    $   172,436
   Capital expenditures                 $    905       $      -    $      592     $    1,159    $      3    $     2,659
                                                       -

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

Year ended April 30, 1999:
   Revenues                             $ 36,846       $ 92,637    $   20,377     $   36,977    $  3,454    $   190,291
   Operating expenses                     24,847         91,151        19,103         35,486       4,657        175,244
   Restructuring costs                         -          2,108             -              -           -          2,108
   Interest expense, net                     459          1,394         1,954            731         205          4,743
                                        ---------      ---------   ------------   -----------   ---------   ------------
   Pretax income (loss) contribution    $ 11,540       $  2,016)   $     (680)    $      760    $ (1,408)   $     8,196
                                        =========      =========   ============   ===========   =========   ============


   Depreciation and amortization        $    362       $  1,857    $      891     $    1,512    $    208    $     4,830
   Identifiable assets                  $ 62,207       $ 55,310    $   61,791     $   18,528    $ 19,941    $   217,777
   Capital expenditures                 $  1,043       $    679    $      168     $      970    $    445    $     3,305
------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       33
<PAGE>

<TABLE>
<CAPTION>


Selected Quarterly Financial Data (Unaudited):
----------------------------------------------
                                             (In thousands of dollars, except per share amounts)
                                                                  Quarter Ended
                                         ----------------------------------------------------------------
                                            July 31,       October 31,      January 31,      April 30,
                                              2000            2000             2001(a)          2001
                                         --------------   --------------  ---------------  --------------
<S>                                      <C>              <C>             <C>              <C>
Revenues                                 $      18,210    $      17,391   $      16,031    $      21,577

Gross Profit                                     3,892            4,566            (31)            5,147

Net Income (Loss)                        $       (214)    $         554   $       1,326    $         891
                                         ==============   ==============  ===============  ==============
Earnings (Loss) Per Share -
    Basic and Diluted (b)                $      (0.03)    $        0.08   $        0.20    $        0.14
                                         ==============   ==============  ===============  ==============

                                                                  Quarter Ended
                                         -----------------------------------------------------------------
                                            July 31,       October 31,      January 31,      April 30,
                                              1999             1999            2000             2000
                                         --------------  --------------  ---------------  --------------
Revenues                                 $     42,035     $     34,313    $      21,154    $      22,331

Gross Profit                                    8,202            6,252            2,265            4,551

Net Income (Loss)                        $      1,313     $        642    $      (1,145)   $         359
                                         ==============   ==============  ===============  ==============
Earnings (Loss) Per Share -
    Basic and Diluted                    $        0.18    $        0.09   $      (0.16)    $        0.05
                                         ==============   ==============  ===============  ==============

(a) Includes a tax benefit of $3.5 million to reflect the  settlement of IRS tax
    examinations. See Note 8.
(b) The sum of the quarters does not equal the year-to-date  earnings per share,
    due to the changes of average shares outstanding during the year.
</TABLE>

Item 9.  Changes in and Disagreements with Accountants on Accounting
-------  -----------------------------------------------------------
              and Financial Disclosure.
              -------------------------

Not Applicable.


                                    PART III
                                    --------
The information called for by Part III is hereby  incorporated by reference from
the  information  set forth and under the headings  "Common  Stock  Ownership of
Certain  Beneficial  Owners  and  Management",   "Election  of  Directors",  and
"Executive Compensation" in Registrant's definitive proxy statement for the 2001
Annual  Meeting  of  Shareholders,   which  meeting  involves  the  election  of
directors,  such definitive  proxy statement to be filed with the Securities and
Exchange  Commission pursuant to Regulation 14A within 120 days after the end of
the  fiscal  year  covered by this  Annual  Report on Form  10-K.  In  addition,
information on Registrant's executive officers has been included in Part I above
under the caption "Executive Officers of the Registrant".


                                       34
<PAGE>








                                     PART IV
                                     -------
Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------   ----------------------------------------------------------------

(a)  1.  The  following   financial   statements  and  supplementary   financial
         information are filed as part of this report:

     AMREP Corporation and Subsidiaries:

     o Report of Independent Public Accountants - Arthur Andersen LLP

     o Consolidated Balance Sheets - April 30, 2001 and 2000

     o Consolidated Statements of Operations for the Three Years Ended
        April 30, 2001

     o Consolidated Statements of Shareholders' Equity for the Three Years
        Ended April 30, 2001

     o Consolidated Statements of Cash Flows for the Three Years
        Ended April 30, 2001

     o Notes to Consolidated Financial Statements

     o Selected Quarterly Financial Data

     2.  The following financial statement schedules are filed as part of this
         report:

     AMREP Corporation and Subsidiaries:

     o Schedule II - Valuation and Qualifying Accounts


     Financial  statement  schedules  not included in this Annual Report on Form
10-K  have  been  omitted  because  they  are  not  applicable  or the  required
information is shown in the financial statements or notes thereto.

     3.  Exhibits:

     The exhibits filed in this report are listed in the Exhibit Index.

     The  Registrant  agrees,  upon  request  of  the  Securities  and  Exchange
Commission, to file as an exhibit each instrument defining the rights of holders
of long-term debt of the Registrant and its consolidated  subsidiaries which has
not been filed for the reason  that the total  amount of  securities  authorized
thereunder  does not exceed 10% of the total  assets of the  Registrant  and its
subsidiaries on a consolidated basis.

(b)  During the quarter ended April 30, 2001, Registrant filed no Current Report
     on Form 8-K.



                                       35
<PAGE>




                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  Registrant  has duly caused this  amendment  to its report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

                                                           AMREP  CORPORATION
                                                              (Registrant)

Dated:  August 13, 2001                                    By /s/Peter M. Pizza
                                                               Peter M. Pizza
                                                               Vice President

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  this
amendment has been signed below by the following persons on behalf of Registrant
and in the capacities and on the dates indicated.

/s/Peter M. Pizza                                       /s/Nicholas G. Karabots
   Peter M. Pizza                                          Nicholas G. Karabots
   Vice President,                                         Director
   Principal Financial Officer                          Dated:  August 13, 2001
   and Principal Accounting Officer*
Dated:  August 13, 2001

/s/Jerome Belson                                        /s/Albert V.  Russo
   Jerome Belson                                           Albert V. Russo
  Director                                                 Director
Dated:  August 13, 2001                                 Dated:  August 13, 2001

/s/Edward B. Cloues, II                                 /s/Samuel N. Seidman
   Edward B. Cloues, II                                    Samuel N. Seidman
   Director                                                Director
Dated:  August 13, 2001                                 Dated:  August 13, 2001

/s/Lonnie A. Coombs                                     /s/James Wall
   Lonnie A. Coombs                                        James Wall
   Director                                                Director
Dated:  August 13, 2001                                 Dated:  August 13, 2001



*Also acting as Principal  Executive Officer in the absence of a Chief Executive
Officer, solely for the purpose of signing this Annual Report.



                                       36
<PAGE>







<TABLE>
<CAPTION>






                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 -----------------------------------------------
                                   (Thousands)

                                                      Additions
                                            -----------------------------
                                               Charges       Charged
                               Balance at    (Credits) to  (Credited) to
                               Beginning      Costs and        Other                         Balance at End
Description                    of Period      Expenses       Accounts        Deductions        of Period
-----------                   -----------   -------------  --------------   ------------     --------------
<S>                            <C>          <C>            <C>              <C>              <C>
FOR THE YEAR ENDED
APRIL 30, 2001:
 Allowance for doubtful
 accounts (included in
 receivables - real estate
 operations on the
 consolidated balance sheet)   $     361    $       (21)   $          -      $     167       $        173
                              -----------   -------------  --------------   ------------     --------------
  returns and doubtful accounts
  (included in receivables -
  magazine circulation
  operations on the
  consolidated balance sheet)  $  64,628    $   (11,509)   $          -      $   2,706(A)    $     50,413
                              -----------   -------------  --------------   ------------     --------------
FOR THE YEAR ENDED
APRIL 30, 2000:
 Allowance for doubtful
 accounts (included in
 receivables - real estate
 operations on the
 consolidated balance sheet)   $     255    $       106    $          -      $       -       $        361
                              -----------   -------------  --------------   ------------     --------------
 Allowance for estimated
 returns and doubtful accounts
 (included in receivables -
 magazine circulation
 operations on the
 consolidated balance sheet)   $  44,357    $    41,387    $          -      $ 21,116(A)     $     64,628
                              -----------   -------------  --------------   ------------     --------------
FOR THE YEAR ENDED
APRIL 30, 1999:
 Allowance for doubtful
 accounts (included in
 receivables - real estate
 operations on the
 consolidated balance sheet)   $     291     $      74     $          -      $    110(A)     $        255
                              -----------   -------------  --------------   ------------     --------------
 Allowance for estimated
 returns and doubtful accounts
 (included in receivables -
 magazine circulation
 operations on the
 consolidated balance sheet)   $  51,895     $  (3,528)    $          -      $  4,010(A)     $     44,357
                              -----------   -------------  --------------   ------------     --------------

          NOTE: (A) Uncollectible accounts written off.

</TABLE>

                                       37
<PAGE>




                                  EXHIBIT INDEX
                                  -------------
3 (a) (i)  Articles of Incorporation, as amended - Incorporated by  reference to
           Exhibit (3) (a) (i) to Registrant's Annual Report on Form 10-K for
           the fiscal year ended April 30, 1998.

3 (a) (ii) Certificate of Merger - Incorporated by  reference to Exhibit (3) (a)
           (ii) to Registrant's Annual Report on Form 10-K for the fiscal year
           ended April 30, 1998.

3 (b)      By-Laws as restated September 24, 1997 - Incorporated by reference to
           Exhibit 3 (c) to Registrant's Quarterly Report on Form 10-Q for the
           quarterly period ended October 31, 1997.

4 (a)      Loan Agreement  dated as of September 15, 1998 between Kable News
           Company, Inc., and  American National Bank and Trust Company of
           Chicago as Agent and the Lenders defined therein (the "Kable Loan
           Agreement") - Incorporated by reference to Exhibit 4 (a) to
           Registrant's Quarterly Report on Form 10-Q for the quarterly period
           ended October 31, 1998.

4 (b)      Modification Agreement dated as of July 7, 1999 to the Kable Loan
           Agreement - Incorporated by reference to Exhibit 4(b) to Registrant's
           Annual Report on Form 10-K for the fiscal year ended April 30, 2000.

4 (c)      Second Modification Agreement dated as of June 29, 2000 to the Kable
           Loan Agreement - Incorporated by reference to Exhibit 4(a) to
           Registrant's Quarterly Report on Form 10-Q for the quarterly period
           ended October 31, 2000.

4 (d)      Third Modification Agreement dated as of December 15, 2000 to the
           Kable Loan Agreement - Incorporated by reference to Exhibit 4(a) to
           Registrant's Quarterly Report on Form 10-Q for the quarterly period
           ended January 31, 2001.

4 (e)      Fourth  Modification  Agreement dated as of March 16, 2001 to the
           Kable Loan Agreement - Incorporated by reference to Exhibit 4(e) to
           Registrant's Annual Report on Form 10-K for fiscal year ended
           April 20, 2001.

4 (f)      Fifth Modification Agreement dated as of June 11, 2001 to the Kable
           Loan Agreement - Incorporated by reference to Exhibit 4(f) to
           Registrant's Annual Report on Form 10-K for fiscal year ended
           April 20, 2001.


4 (g)      Master Loan Agreement dated July 31, 2000 between Amrep Southwest,
           Inc. and Wells Fargo Bank New Mexico, N.A. and First Amendment dated
           January 5, 2001 and Second Amendment dated June 15, 2001 thereto -
           Incorporated by reference to Exhibit 4(g) to Registrant's Annual
           Report on Form 10-K for fiscal year ended April 20, 2001.


10 (a)     1992 Stock Option Plan - Incorporated by reference to Exhibit 10 (h)
           to Registrant's Annual Report on Form 10-K for the fiscal year ended
           April 30, 1997.*

10 (b)     Non-Employee Directors Option Plan, as amended - Incorporated by
           reference to Exhibit 10 (i) to Registrant's Annual Report on Form
           10-K for the fiscal year ended April 30, 1997.*

10 (c)     Employment Termination and Consulting Agreement and General Release
           dated July 28, 2000 between registrant and Kable News Company, Inc.
           and Daniel Friedman -  Incorporated by reference to Exhibit 10(a) to
           Registrant's Quarterly Report on Form 10-Q for the quarterly period
           ended July 31, 2000.*

10 (d)     Employment Termination and Consulting Agreement and General Release
           dated January 17, 2001 between Registrant and Mohan Vachani -
           Incorporated by reference to Exhibit 10(a) to Registrant's Quarterly
           Report on Form 10-Q for the quarterly period ended January 31, 2001.*

21         Subsidiaries of Registrant - Incorporated by reference to Exhibit 21
           to Registrant's Annual Report on Form 10-K for fiscal year ended
           April 20, 2001.

23         Consent of Arthur Andersen LLP - Filed herewith.

_________________________________________
* Management contract or compensatory plan or arrangement in which directors
   or officers participate.


                                       38