SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

For the fiscal year ended     April 30, 2000  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 24,
2000, on the New York Stock Exchange Composite Tape - $17,539,060.
Number of shares of Common Stock, par value $.10 per share,  outstanding at July
24, 2000 - 6,653,696.
                       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 2000 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.

                             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 it has been 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.

Beginning  in the second half of fiscal 1999 and  continuing  throughout  fiscal
2000, the Company  restructured  its real estate  activities by winding-down its
homebuilding  operations and selling and offering for sale its  landholdings  in
Colorado, California, and Oregon. The reason for this decision was that over the
past several years these  homebuilding  operations  had not provided  acceptable
returns.  The restructuring has enabled the Company to significantly  reduce its
debt and to concentrate  its efforts on more rapidly  developing its substantial
landholdings in Rio Rancho.

In  furtherance  of this plan,  commencing in the second half of fiscal 1999 and
continuing  through fiscal 2000,  the Company sold to two national  builders and
several local builders a total of approximately  1,400 lots in Rio Rancho for an
aggregate sales price of approximately $26 million. In addition, the Company has
entered into several  conditional  sales contracts for the sale of approximately
600 lots in Rio Rancho 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.  The  Company  believes  that the  extent  to which  builders
purchase  lots in Rio Rancho in the future will be  determined  by the number of
houses  they are able to sell  which,  to a large  extent,  will  depend  on the
strength of the housing markets in Rio Rancho and neighboring Albuquerque.

As  discussed  in more  detail  below,  the  Company  has sold or  entered  into
agreements of sale for all of its landholdings and housing projects in Colorado.
To  wind-down  its  California  and Oregon  operations,  the Company  decided to
discontinue certain projects and build-out others, and this process has now been
substantially completed.






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

                                       2
<PAGE>


Commercial And Residential 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.  While it has no immediate plans to acquire  additional
property,  the Company may in the future explore business opportunities for land
acquisition and development in other locales inside and outside New Mexico.

Rio Rancho  (including the City) consists of 91,049 contiguous acres in Sandoval
County,  New Mexico,  near  Albuquerque,  of which some  72,500  acres have been
platted into approximately 111,000 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, 2000, a total of approximately 81,300
of the lots had been sold. The Company currently owns approximately 22,400 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.

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.  During fiscal 2000,  the Company sold
ten tracts of commercial and industrial property of varying sizes for a total of
approximately $6.7 million.  Intel, Rio Rancho's largest employer,  has recently
announced a 1 million  square foot  expansion  of its plant which is expected to
create  2,000  construction  jobs over the next  several  years,  and  employ an
additional 1,000 people after completion of the project.

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.

In fiscal 2000, the Company sold  approximately 625 lots in Colorado for a total
of $10.3 million,  as well as one commercial tract for  approximately  $800,000.
The Company owns two tracts of land in Colorado, consisting of approximately 335
unplatted acres planned for approximately 900 homes, which are under conditional
contract for sale and are  scheduled to close at varying times over the next two
years; however, since each of these 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.  In  California,  the Company
completed,  in a joint venture, a 164 unit multi-family housing project which it
sold in fiscal 2000 for approximately  $15.7 million.  It owns one tract of land
in the  Sacramento  area  zoned  for  approximately  420  units of  multi-family
residential housing, which is currently being offered for sale.

                                       3
<PAGE>

Home Building Operations

In fiscal 2000, the Company substantially  completed homebuilding  activities in
all the markets in which it operates. The Company closed a total of 193 homes in
various  geographic  locations  in fiscal  2000 at an average  selling  price of
approximately $156,000 per home.

At April 30, 2000,  the Company  owned 27 lots in the Portland  area on which it
intends to build houses.  Of this total,  21 homes were under  construction,  of
which 11 were under  contract for sale.  The Company  anticipates  completion of
construction of all of these houses during fiscal 2001,  and,  subject to market
conditions, expects all to be sold in that fiscal year. Although the Company has
no present  plans to do any  further  homebuilding,  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.

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, 2000.  The Company sold 26 lots there
in fiscal 2000,  and 50 lots remained to be sold at the end of fiscal 2000.  The
Company  also  owns and  operates  a water  utility  company  which  serves  the
subdivision.

The Company owns  approximately  14 acres in the Orlando,  Florida area which is
being  offered for sale.  In  addition,  the Company was a  fifty-percent  (50%)
limited  partner in a 247 unit rental housing  project in Orlando which was sold
in fiscal 2000.








                                       4
<PAGE>



                MAGAZINE DISTRIBUTION AND FULFILLMENT 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, 2000, Kable employed approximately 1,000
persons,  of whom approximately 800 were involved in its fulfillment  activities
and 200 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 70% of Kable's total revenues 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's  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  clients'  customer  lists,  selects  names for clients who rent their
lists, merges rented lists with the clients' lists to eliminate  duplication for
clients' 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 services,  including  lettershop,  list services and
product fulfillment services, to other, non-publisher clients.

In fiscal 1997,  Kable commenced the processing of  "sweepstakes"  entries for a
major publisher,  which included opening the envelopes mailed in by contestants,
furnishing  the pertinent  data  electronically  to the publisher and performing
certain incidental  functions.  Revenues from this activity represented over 11%
of the division's  total revenues for fiscal 2000.  Kable has been informed that
this publisher has changed its operational  strategies and will  discontinue its
use of  Kable's  services  during  fiscal  2001.  Kable  recorded  a  charge  of
approximately  $735,000  during fiscal 2000 to recognize  impairment for certain
assets dedicated to providing this service.

Kable now performs fulfillment services for approximately 520 different magazine
titles for  approximately  215  clients  and  maintains  over 14 million  active
subscriber names for its client  publishers.  In a typical month, Kable produces
almost 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.

                                       5
<PAGE>

Distribution Services

     In its distribution  operation,  Kable  distributes  magazines for over 190
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 33 million copies of
various titles.  Kable purchases the publications  from its publishers and sells
them to approximately 45 independent wholesale  distributors who own and operate
133  individual  companies  in the  United  States  and  Canada.  The  wholesale
distributors  in turn sell the  publications to individual  retail outlets.  All
parties  generally  have full  return  rights  for unsold  copies.  Distribution
activities  accounted  for 30% of  Kable's  revenues  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  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.

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.

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, 2000, approximately 60% of Kable's 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.

Financial pressures on wholesalers continued in fiscal 2000. Consequently, Kable
has increased its accounts  receivable reserves in anticipation of uncollectible
balances from certain 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.

PENDING TRANSACTION

For a number of months,  Kable has been in negotiations  with a  privately-owned
company  ("Magazine  Company")  which is in the business of owning and operating
retails  stores  engaged  principally  in the  business  of  selling  magazines,

                                       6
<PAGE>

newspapers  and other  periodicals.  In the  proposed  transaction,  (i) a Kable
subsidiary  would enter into a joint venture with the Magazine Company to form a
new entity ("Supply Company") which, as its principal business, would supply the
publications  inventory to the Magazine  Company's  retail stores,  and (ii) the
Kable  Subsidiary would be awarded equity in the Magazine Company and would have
the  right to  acquire  additional  equity  for a total of as much as 10% of the
equity of the Magazine Company.  Separately, Kable plans to expand its direct to
retail business and expects to be able to employ the processing  capacity of the
Supply  Company to  service a portion of that  business.  The  Magazine  Company
presently  has 11 stores,  and it has  advised  Kable that  during the next five
years it plans to open up to 700 stores throughout the United States.

The total  cash which may be  required  from the Kable  subsidiary  for this new
venture is estimated to be  approximately  $2 million  through the end of fiscal
year 2001 and  approximately  an additional $8 million  during the ensuing three
fiscal years. It is anticipated  that the Kable subsidiary would not receive any
return from the Supply Company or the Magazine  Company for at least four years.
Management considers this to be an attractive longer-term opportunity because it
can aid Kable in the  development  of its direct to retail  business and, if the
Magazine Company's  operations are successful,  Kable will also benefit from the
enhanced value of its equity investment in Magazine Company.

                                 COMPANY OFFICES

The Company's  principal  executive offices are in New York City. Kable News 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.

                                    EMPLOYEES

The Company has  approximately  1,040  employees as of July 1, 2000. 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
-------      -----------------

The Registrant  and/or its subsidiaries are involved in various 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.

                                       7
<PAGE>

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

Not Applicable.

Executive Officers of Registrant
--------------------------------

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

Name               Office Held/Principal occupation for Past Five Years     Age
----               ----------------------------------------------------     ---

Daniel Friedman      Senior Vice President of the Company since 1980;         65
                     Chief Executive Officer of Kable News Company, Inc.,
                     a wholly-owned subsidiary of the Company, since 1978.

James Wall           Senior Vice President of the Company since 1991;         63
                     Chief Executive Officer of AMREP Southwest Inc.,
                     a wholly-owned subsidiary of the Company, since 1991.

Mohan Vachani        Senior Vice President-Chief Financial Officer of         58
                     the Company since 1993.





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.

                                       8
<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 24, 2000, there were approximately 2,300 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
      --------  ------   -------  -------   -------   --------  --------  ------
2000  $7 1/4    $5 3/8   $6 9/16  $4 7/16   $5 1/8    $3 11/16  $5 15/16  $4 1/2
1999  $9 15/16  $6 1/2   $8 1/16  $5 1/2    $7 13/16  $5 7/8    $8        $4 5/8



Item 6.     Selected Financial Data
-------     -----------------------

The following selected consolidated  financial data of the Company are 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,
                             -------------------------------------------------------------------------------
                                  2000          1999 (a)           1998          1997 (b)          1996
                             --------------  --------------   --------------  --------------   -------------
<S>                          <C>             <C>              <C>             <C>              <C>
Revenues                     $      119,833  $      190,291   $      171,368  $      146,389   $     161,802
Net Income                   $        1,169  $        7,537   $        8,206  $        7,282   $       2,785
Earnings Per Share -
  Basic and Diluted          $         0.16  $         1.02   $         1.11  $         0.99   $        0.38

Total Assets                 $      172,436  $      217,777   $      229,768  $      205,311   $     181,796
Notes Payable                $       46,911  $       74,665   $       84,248  $       79,824   $      54,391
Shareholders' Equity         $       91,981  $       91,577   $       84,040  $       75,834   $      68,552
Cash Dividends               $            -  $            -   $            -  $            -   $           -
</TABLE>

(a)  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.

(b)  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.


                                       9
<PAGE>

Item 7.     Management's Discussion and Analysis of Financial
-------     -------------------------------------------------
            Condition and Results of Operations
            -----------------------------------

FORWARD-LOOKING STATEMENTS
--------------------------

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  future  developments  and
performance of the Company, including the following: (i) the level of demand for
land in the 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  future  performance  and 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, 2000 ("2000")Compared to Year Ended April 30, 1999 ("1999")
--------------------------------------------------------------------------------

Revenues
--------

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  and
implemented  late  in  1999  and  throughout  2000  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. As described above, this decrease 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. In addition,
the gross profit  margin  realized on housing  operations  (before the effect of
certain  reserves)  decreased  from  13% in 1999 to 5% in 2000,  reflecting  the
reduced level of operations.

                                       10
<PAGE>

Revenues  and related  gross profit from land sales  decreased by  approximately
$3.4 million and $2.8 million, respectively, in 2000 from 1999, primarily due to
a decrease in commercial and investment  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.  Land sale  revenues  and  related  gross  profits can vary from period to
period as a result of 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.

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 the
Newsstand  Distribution  Services division 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 has continued to feel the effects of the realignment
of industry relationships in the distribution of magazines which started in 1996
and which has  subsequently  led to a  substantial  reduction  in the  number of
wholesalers.  In many cases,  this situation has adversely  impacted  wholesaler
profits and  liquidity,  which has  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.  Consequently,  operating  income from
magazine circulation operations decreased by approximately $800,000 from 1999 to
2000.

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.

Expenses
--------

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

As discussed in Note 11 to the consolidated  financial  statements,  in 1999 the
Company incurred  restructuring-related  charges of approximately  $2.1 million,
including  severance and lease  termination  payments  ($1.1  million),  and the
write-off of unamortized  goodwill and acquisition  related costs ($1.0 million)
incurred in  connection  with its  acquisition  of certain real estate assets in
California.  In  addition,  the Company  wrote-off  approximately  $1.2  million
related to deposits and other  project-related  inventory costs  associated with
projects  which were abandoned or otherwise  disposed of in connection  with the
real estate restructuring.  During 2000, the Company recorded additional charges
of  approximately  $3.8 million to provide for reserves and write-downs of joint
ventures  related to the  continuing  wind-down  of real  estate  operations  in
California and Colorado.  As of April 30, 2000, the restructuring of real estate
operations was substantially complete.

                                       11
<PAGE>

As discussed in Note 9 to the consolidated financial statements, the Company has
been involved in an on-going 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  agreements  with the IRS for the years  1984
through 1992.  During the year ended April 30, 2000,  the Company made a payment
of $4.3  million of federal  taxes and  interest in  connection  with an interim
resolution  of certain  matters  related  to the  examination  of the  Company's
federal tax  returns for the years 1993  through  1996.  These tax years  remain
open, however,  and other matters for these years continue to be under review by
the IRS. In addition,  the Company paid  approximately  $1.5 million of interest
during 2000 in final resolution of the IRS examination of the Company's  federal
tax returns for the fiscal years 1990 through  1992.  (Federal  income taxes for
those  years  was paid in full  during  1999,  and these tax years are no longer
subject to audit).  At April 30, 2000,  the amount  recorded as "Taxes Payable -
amount  subsequently due" of approximately  $6.0 million represents amounts that
have been  accrued in prior  years to cover  federal and state taxes and related
interest  estimated to be due upon the settlement of all open tax  examinations.
If the interim  resolution  for the years 1993 through 1996 with the IRS becomes
final,  however,  the amount actually owed may be less than the recorded amount,
and a tax benefit would be recognized at that time.  The amount of the potential
tax benefit is uncertain  and  dependent  upon the ultimate  resolution of other
matters under review by the IRS.

Year Ended April 30, 1999 ("1999")Compared to Year Ended April 30, 1998 ("1998")
--------------------------------------------------------------------------------

Revenues
--------

Total revenues for the year ended April 30, 1999  increased  $18.9 million (11%)
from 1998,  principally  reflecting  an increase  in  revenues  from real estate
operations.

Revenues from real estate  operations  increased  $22.1 million (21%)  resulting
from  increases  in both  housing and land sales,  which  partly  reflected  the
decision  made by the  Company to  restructure  its real estate  operations,  as
discussed above.

Revenues  from housing  sales  increased  $11.2  million  (14%),  reflecting  an
increase in total housing  deliveries  from 677 to 711 as well as an increase in
the average  selling  price of homes from  $117,800 to  $127,900.  The number of
homes closed increased as a result of various sales incentive programs developed
during the fourth  quarter to  accelerate  the sale of the  Company's  remaining
housing inventory.  The change in average selling price was due in large part to
a change in the mix of projects from which homes were sold.  The gross margin on
housing  sales  increased by $1.9 million in 1999 over 1998,  as a result of the
increase in the number of homes sold as well as an increase in the average gross
margin percentage to 13% in 1999 from 12% in 1998.

Revenues  and related  gross profit from land sales  increased by  approximately
$10.9 million  (44%) and $1.6 million  (12%),  respectively,  in 1999 from 1998,
primarily due to the increase in land sales to  homebuilders  resulting from the
change in the Company's business focus discussed above. The average gross profit
percentage on land sales  decreased  from 50% in 1998 to 39% in 1999 because the
sales of residential  land to builders have generally been at lower gross profit
percentages  than the  sales of  commercial  and  industrial  land,  which  have
represented a much larger percentage of total land sale revenues in prior years.
Land sale revenues and related gross profits can vary from period to period as a
result of 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.

Revenues  from  magazine  circulation  operations,  consisting  of both magazine
distribution and fulfillment  operations,  increased approximately $400,000 (1%)
from  1998.   Revenues  from  the  Fulfillment   Services   division   decreased
approximately  $1.6 million (4%) due  primarily to a lower volume of business in
sweepstakes  processing  for one large  customer.  Revenues  from the  Newsstand
Distribution  Services division increased  approximately $2.1 million (11%) from
1998,  due to new  business and a moderately  higher  volume of magazine  sales.
During the third and fourth quarters of fiscal 1999, Kable increased its reserve
for uncollectible  accounts by approximately  $5.0 million due to concerns about

                                       12
<PAGE>

certain  newsstand  wholesaler  customers.  As a  result,  magazine  circulation
operating expenses increased $4.3 million (10%) compared to the prior year. As a
result of these factors,  operating income from magazine circulation  operations
decreased by  approximately  $3.9 million in 1999.  Excluding the effects of the
increase in the reserve for uncollectible  accounts,  Kable's operating earnings
were modestly higher than in 1998.

Revenues  from  "Interest  and other  operations"  decreased  from 1998 to 1999,
principally  because 1998 included a non-recurring  gain of  approximately  $4.2
million on the sale of the Rio Rancho  Golf and Country  Club and the  Company's
50% limited partnership interest in a congregate care facility in Florida.

Expenses
--------

Real estate  commissions and selling  expenses were generally  comparable to the
prior year amounts,  and  approximated 8% of related  revenues in 1999 and 9% in
1998. Real estate and corporate general and  administrative  expenses  increased
approximately  1% in 1999 over 1998,  due to  additional  costs of the Company's
California  operation which had commenced activities during 1998, offset in part
by the effect of a benefit for pension  expense  resulting from the effect of an
amendment to the Company's pension plan during 1998.  General and administrative
costs of the magazine circulation  operations decreased by approximately 4% from
1998 to 1999.

As discussed in Note 11 to the consolidated  financial  statements,  in 1999 the
Company incurred restructuring-related charges of approximately $2.1 million and
wrote-off   approximately   $1.2   million   related  to   deposits   and  other
project-related  inventory  costs  related to projects  which were  abandoned or
otherwise  disposed of in connection with the  restructuring  of its real estate
operations.   The  Company's  decision  to  change  its  real  estate  focus  by
emphasizing  its land  development  activities  at Rio  Rancho,  New  Mexico and
winding-down  certain  homebuilding  activities  was  not  considered  to  be  a
permanent change in strategy.  Accordingly, the Company presented the results of
operations of homebuilding in continuing operations.

In 1999,  the  Company's  effective  tax rate of 8%  reflected  a net benefit of
approximately  $2.4  million to the  provision  for income taxes  following  the
conclusion  of  certain  federal  tax  audits.  See  Note 9 to the  consolidated
financial statements.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

During the past several  years,  the Company has financed  its  operations  from
internally  generated  funds from home and land sales and  magazine  circulation
operations, and from borrowings under its various lines-of-credit and other loan
agreements.

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

At April 30,  2000,  the Company had  line-of-credit  arrangements  with several
financial  institutions  collateralized  by  various  assets  which,  subject to
collateral  availability,  amounted to an aggregate  borrowing  availability  of
approximately  $66.7  million.  One of these lines  (under which $40 million was
available  for  borrowing  and against  which  approximately  $27.7  million was
outstanding  as of April 30,  2000) is  available  only for Kable  News  Company
operations.  Borrowings  under this  line-of-credit,  which expires in September
2001, must be collateralized 125% or more by certain Kable accounts  receivable.
The Kable line-of-credit  agreement also limits the payment of dividends by, and
loans from, Kable to the Company.

The other  line-of-credit  borrowings have been used principally to support land
development   and  real  estate   construction   activities.   These  loans  are
collateralized  by  certain  real  estate  assets and are  subject to  available
collateral and various financial  performance and other covenants.  At April 30,
2000,  the maximum  available  under real estate  lines-of-credit  totaled $10.2
million,  of which borrowings of $10.0 million were outstanding.  In addition to
the  Company's  borrowings,  a  subsidiary  of the Company has  guaranteed  a $6
million  line-of-credit to an unrelated entity for the ongoing  development of a
project in which the subsidiary had been a joint venture  participant,  of which
$1.2 million was outstanding at April 30, 2000.

                                       13
<PAGE>


Notes  payable  outstanding,  including  the  lines-of-credit  and other company
borrowings  discussed  above,  were $46.9  million at April 30, 2000 compared to
$74.7 million at April 30, 1999.  The decrease at April 30, 2000 compared to the
prior  year was  primarily  the  result of the  change  in focus of real  estate
operations and the wind-down of homebuilding operations.

During 2000, the Company  announced a stock repurchase  program,  and reacquired
143,000  of its  common  shares  to be  held  as  treasury  stock  at a cost  of
approximately  $857,000.  In May 2000,  the  Board of  Directors  authorized  an
additional  repurchase  of stock by means of a self-tender  "Dutch  Auction" for
725,000 of the Company's  common shares at a price not to exceed $7.00 per share
and not lower than  $5.25 per  share.  In June 2000,  the  Company  accepted
tenders of 587,654 shares at a cost of $7.00 per share.

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

Inventories  amounted  to $70.3  million  at April 30,  2000  compared  to $89.7
million at April 30, 1999.  This reduction  resulted from the  restructuring  of
real estate operations,  and it contributed to the decrease in accounts payable,
deposits and accrued expenses at April 30, 2000 compared to the prior year.

Receivables from magazine  circulation  operations decreased to $45.4 million at
April 30, 2000 from $53.8 million at the end of the prior fiscal year, primarily
due to the  decrease in revenues in 2000 as well as the  additional  reserve for
uncollectible  accounts of approximately $1.8 million recorded in 2000 resulting
from concerns about the financial srength of certain wholesaler customers.

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

Capital  expenditures  decreased in fiscal 2000 from fiscal 1999, due in part to
reduced  requirements  of the Company's  water utility  subsidiary.  The Company
believes  that its available  funds will be adequate to provide for  anticipated
capital expenditures.

As a result of the  restructuring of its real estate  operations,  the borrowing
requirements of the Company have been reduced,  commensurate  with the reduction
in  construction   activity.  The  Company  believes  that  cash  provided  from
operations  together with existing cash balances,  its  lines-of-credit and land
development  loans will be  sufficient to maintain  liquidity at a  satisfactory
level.

For a number of months,  Kable has been in negotiations  with a  privately-owned
company  ("Magazine  Company")  which is in the business of owning and operating
retail  stores  engaged  principally  in  the  business  of  selling  magazines,
newspapers  and other  periodicals.  In the  proposed  transaction,  (i) a Kable
subsidiary  would enter into a joint venture with the Magazine Company to form a
new entity ("Supply Company") which, as its principal business, would supply the
publications  inventory to the Magazine  Company's  retail stores,  and (ii) the
Kable  Subsidiary would be awarded equity in the Magazine Company and would have
the  right to  acquire  additional  equity  for a total of as much as 10% of the
equity of the Magazine Company.  Separately, Kable plans to expand its direct to
retail business and expects to be able to employ the processing  capacity of the
Supply  Company to  service a portion of that  business.  The  Magazine  Company
presently  has 11 stores,  and it has  advised  Kable that  during the next five
years it plans to open up to 700 stores throughout the United States.


The total  cash which may be  required  from the Kable  subsidiary  for this new
venture is estimated to be  approximately  $2 million  through the end of fiscal
year 2001 and  approximately  an additional $8 million  during the ensuing three
fiscal years. It is anticipated that for its $10 million  aggregate  investment,
the Kable subsidiary would not receive any return from the Supply Company or the
Magazine  Company for at least four years.  Management  considers  this to be an
attractive  longer-term  opportunity because it can aid Kable in the development
of its direct to retail business and, if the Magazine  Company's  operations are
successful,  Kable  will also  benefit  from the  enhanced  value of its  equity
investment in Magazine Company.

                                       14
<PAGE>


Segment Information
-------------------

Information  by industry  segment is  presented  in Note 15 to the  consolidated
financial  statements.  The Company  adopted  Statement of Financial  Accounting
Standards  ("SFAS") No. 131,  "Disclosures  about  Segments of an Enterprise and
Related   Disclosures"   during  1999,  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 15 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
Statement,  as  amended  by SFAS No.  137,  is  effective  for  fiscal  quarters
beginning  after June 15,  2000.  The Company  will adopt SFAS No. 133 in fiscal
year 2001. The Company expects that the adoption of SFAS No. 133 will not have a
material impact on the 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 effective date
of this  pronouncement,  as  revised by SAB 101B,  is the fourth  quarter of the
fiscal year  beginning  after December 15, 1999. The Company is currently in the
process of  evaluating  the impact,  if any, SAB 101 will have on the  financial
position or results of operations of the Company.

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.

                                       15
<PAGE>


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,  2000 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 @
                      2001   2002   2003   2004   2005   after    Total  4/30/00
                    ------  ------ ------ ------ ------ -------- ------- -------


Fixed rate debt     $4,372   $810   $349   $286   $120   $1,671  $7,608  $7,545

Weighted average
   interest rate      9.0%    8.4%   8.0%   7.8%   7.9%    7.9%    8.6%     -

Variable rate debt  $11,227  $28,076 $     $  -   $  -   $  -    $39,303 $39,303

Weighted average
   interest rate      9.5%    9.5%     -      -      -      -      9.5%     -











                                       16
<PAGE>




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



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



To the Shareholders and Board of Directors of
  AMREP Corporation:


We  have  audited  the  accompanying   consolidated   balance  sheets  of  AMREP
Corporation (an Oklahoma  corporation) and subsidiaries as of April 30, 2000 and
1999, and the related  consolidated  statements of income,  shareholders' equity
and cash flows for each of the three years in the period  ended April 30,  2000.
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, 2000 and 1999, and the results of their  operations
and their cash flows for each of the three  years in the period  ended April 30,
2000 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 a required  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
June 30, 2000


                                       17
<PAGE>




                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                    CONSOLIDATED BALANCE SHEETS (Page 1 of 2)
                    -----------------------------------------
                             APRIL 30, 2000 AND 1999
                             -----------------------
                          (Dollar amounts in thousands)



                ASSETS                              2000              1999
                                                ----------        ----------

CASH AND CASH EQUIVALENTS                       $  12,934         $  23,553

RECEIVABLES, net:
   Real estate operations                           9,108            10,846
   Magazine circulation operations                 45,366            53,822
                                                ----------        ----------
                                                   54,474            64,668

REAL ESTATE INVENTORY                              70,265            89,723

OTHER REAL ESTATE INVESTMENTS                         283             2,401

PROPERTY, PLANT AND EQUIPMENT,
   at historical cost, net of accumulated
   depreciation and amortization                   17,852            18,360

OTHER ASSETS, net of accumulated amortization      11,437            13,881

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

     TOTAL ASSETS                               $ 172,436         $ 217,777
                                                ==========        ==========


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

                                       18
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                    CONSOLIDATED BALANCE SHEETS (Page 2 of 2)
                    -----------------------------------------
                             APRIL 30, 2000 AND 1999
                             -----------------------
                 (Dollar amounts in thousands, except par value)


      LIABILITIES AND SHAREHOLDERS' EQUITY         2000              1999
                                                ----------        ----------

ACCOUNTS PAYABLE, DEPOSITS AND
   ACCRUED EXPENSES                             $  25,920         $  36,182

NOTES PAYABLE:
   Amounts due within one year                     15,599            26,769
   Amounts subsequently due                        31,312            47,896
                                                ----------        ----------
                                                   46,911            74,665

TAXES PAYABLE:
   Amounts due (receivable) within one year        (1,002)            2,513
   Amounts subsequently due (including interest)    5,999            11,825
                                                ----------        ----------
                                                    4,997            14,338

DEFERRED INCOME TAXES                               2,627             1,015
                                                ----------        ----------

     TOTAL LIABILITIES                             80,455           126,200
                                                ----------        ----------

COMMITMENTS AND CONTINGENCIES  (Notes 12 and 13)

SHAREHOLDERS' EQUITY:
   Common stock, $.10 par value;
     shares authorized--20,000,000;
     shares issued - 7,398,677 in 2000 and 1999       740               740
   Capital contributed in excess of par value      44,930            44,928
   Retained earnings                               47,258            46,089
   Treasury stock, at cost; 158,327 shares
      at April 30, 2000, and 30,027 shares
      at April 30, 1999                              (947)             (180)
                                                ----------        ----------
     TOTAL SHAREHOLDERS' EQUITY                    91,981            91,577
                                                ----------        ----------


     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 172,436         $ 217,777
                                                ==========        ==========

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


                                       19
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
                (Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                         Year Ended April 30,
                                            --------------------------------------------
<S>                                              <C>              <C>             <C>
                                                 2000             1999            1998
                                            -----------      -----------     -----------
      Real estate operations-
        Home and condominium sales          $   30,079       $   90,947      $   79,730
        Land sales                              32,637           36,033          25,102
                                            -----------      -----------     -----------

                                                62,716          126,980         104,832

      Magazine circulation operations           52,548           57,354          56,939

      Interest and other operations              4,569            5,957           9,597
                                            -----------      -----------     -----------

                                               119,833          190,291         171,368
                                            -----------      -----------     -----------
   COSTS AND EXPENSES:
      Real estate cost of sales-
        Home and condominium sales              28,735           79,494          70,167
        Land sales                              21,084           21,869          12,493
      Operating expenses-
        Magazine circulation operations         44,184           48,181          43,835
        Real estate commissions and selling      3,670            7,689           7,424
        Other operations                         4,560            3,960           5,150
      General and administrative-
        Real estate operations and corporate     6,026            7,643           7,561
        Magazine circulation operations          6,680            6,408           6,657
      Interest, net                              2,946            4,743           4,404
      Restructuring costs                           -             2,108              -
                                            -----------      -----------     -----------
                                               117,885          182,095         157,691
                                            -----------      -----------     -----------
   INCOME BEFORE INCOME TAXES                    1,948            8,196          13,677

   PROVISION FOR INCOME TAXES                      779              659           5,471
                                            -----------      -----------     -----------
   NET INCOME                               $    1,169       $    7,537      $    8,206
                                            ===========      ===========     ===========

   EARNINGS PER SHARE - BASIC AND DILUTED   $      .16       $     1.02      $     1.11
                                            ===========      ===========     ===========
   WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING                         7,285            7,369           7,369
                                            ===========      ===========     ===========
</TABLE>
       The accompanying notes to consolidated financial statements are an
                 integral part of these consolidated statements.


                                       20
<PAGE>


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

<TABLE>
<CAPTION>
                                                             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, 1997                     7,399  $  740   $   44,928    $ 30,346   $    (180)  $  5,834

  Net income                                    -       -            -       8,206           -      8,206
                                           ------  ------  ------------   --------   ----------   --------
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
                                           ======  ======  ============   ========   ==========   ========
</TABLE>
       The accompanying notes to consolidated financial statements are an
                 integral part of these consolidated statements.

                                       21
<PAGE>


                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                      Year Ended April 30,
                                                            ------------------------------------
                                                               2000         1999        1998
                                                            ----------   ----------  -----------
<S>                                                         <C>          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                                               $   1,169    $   7,537   $   8,206
   Adjustments to reconcile net income
     Depreciation and amortization                              4,104        4,830       3,259
     Non-cash credits and charges:
         Loss (gain) on disposition of fixed assets               167          218      (1,298)
          Inventory and joint venture valuation adjustment      3,808        1,213           -
           Provision for doubtful accounts                      1,806        5,025         363
          Impairment of long-lived assets                         735            -           -
          Pension benefit accrual                                (573)        (487)          -
          Issuance of treasury stock charged to expense            92            -           -
     Changes in assets and liabilities,
     excluding the effect of acquisition-
       Receivables                                              8,388       (1,178)    (15,116)
       Real estate inventory                                   19,164        8,968      (7,389)
       Other real estate investments                            1,089         (150)      3,396
       Other assets                                             1,145         (385)     (1,777)
       Accounts payable, deposits and accrued expenses        (11,708)      (3,019)     10,224
       Taxes payable                                           (9,341)      (5.352)      4,104
       Deferred income taxes                                    1,612       (1,573)     (2,548)
                                                             ----------  -----------  ----------
         Net cash provided by operating activities             21,657       15,647       1,424
                                                             ----------  -----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                        (2,659)      (3,305)     (1,998)
   Proceeds from disposition of property, plant
    and equipment                                                 227          277       2,691
   Amount received (paid) for acquisition                         873            -      (2,202)
                                                            ----------  -----------  ----------
         Net cash used by investing activities                 (1,559)      (3,028)     (1,509)
                                                            ----------  -----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing                                25,424       61,647      55,212
   Principal debt payments                                    (55,284)     (71,230)    (50,788)
   Purchase of treasury stock                                    (857)           -           -
                                                            ----------  -----------  ----------
         Net cash provided (used) by financing activities     (30,717)      (9,583)      4,424
                                                            ----------  -----------  ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              (10,619)       3,036       4,339

CASH AND CASH EQUIVALENTS, beginning of year                   23,553       20,517      16,178
                                                            ----------  -----------  ----------
 CASH AND CASH EQUIVALENTS, end of year                    $   12,934   $   23,553   $  20,517
                                                            ==========  ===========  ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid - net of amounts capitalized              $    3,759   $    4,802   $   4,093
                                                            ==========  ===========  ==========
     Income taxes paid                                     $    8,363   $    7,656   $   3,952
                                                            ==========  ===========  ==========
   Acquisition of real estate assets:
     Identifiable assets acquired                          $    1,408   $        -   $   1,168
     Excess of cost over net assets acquired                        -            -       1,081
     Liabilities assumed                                        2,281            -         (47)
                                                            ----------  -----------  ----------
Net cash (received) paid for acquisition                   $     (873)  $        -   $   2,202
                                                            ==========  ===========  ==========
</TABLE>
       The accompanying notes to consolidated financial statements are an
                 integral part of these consolidated statements.

                                       22
<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
         -------------------

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.

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.

         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.


                                       23
<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 of $5,191,000  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.
An  additional  $1,149,000  of  goodwill  was  recorded in  connection  with the
acquisition of certain real estate assets during 1998,  and was being  amortized
over ten years. Amortization expense was $86,000 in 1999 and $68,000 in 1998. As
discussed  in Note 11,  the  Company  wrote-off  the  remaining  balance of this
portion of the goodwill during the fourth quarter of 1999 in connection with the
restructuring of its real estate operations.

         Long-lived assets
         -----------------

Long-lived  assets,   including  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 Note 5.

         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.


                                       24
<PAGE>


         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 8).

         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
Statement,  as  amended  by SFAS No.  137,  is  effective  for  fiscal  quarters
beginning  after June 15,  2000.  The Company  will adopt SFAS No. 133 in fiscal
2001. The Company  expects the adoption of SFAS No. 133 will not have a material
impact 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 effective date
of this  pronouncement,  as  revised by SAB 101B,  is the fourth  quarter of the
fiscal year  beginning  after December 15, 1999. The Company is currently in the
process of  evaluating  the impact,  if any, SAB 101 will have on the  financial
position or results of operations of the Company.

         Financial statement presentation
         --------------------------------

Certain prior year amounts in the  consolidated  financial  statements have been
reclassified to conform with the 2000 presentation.


                                       25
<PAGE>


(2)      RECEIVABLES:
         ------------

Receivables consist of:                                    April 30,
                                               ---------------------------------
                                                   2000                1999
                                               ------------       --------------
                                                         (Thousands)
Real estate operations-
   Mortgage and other receivables              $     9,469        $      11,101
   Allowance for doubtful accounts                    (361)                (255)
                                               ------------          -----------
                                               $     9,108        $      10,846
                                               ============          ===========
Magazine circulation operations-
   Accounts receivable (maturing
     within one year                           $   109,994        $      98,179
   Allowances for-
     Estimated returns                             (62,978)             (37,958)
     Doubtful accounts                              (1,650)              (6,399)
                                               ------------          -----------
                                               $    45,366        $      53,822
                                               ============          ===========

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 7).

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, 2000  approximately  60% of Kable's accounts  receivable were due from
three customers. In addition, Kable determined that certain wholesaler customers
had been impacted by these changes and were encountering  financial difficulties
and,  accordingly,  provided  additional  allowances  for  doubtful  accounts of
approximately $1.8 million in 2000 and $5.0 million in 1999.

Maturities  of  principal  on real estate  receivables  at April 30, 2000 are as
follows (in thousands):  2001 - $5,188; 2002 - $640; 2003 - $2,141; 2004 - $254;
2005 - $8; 2006 and thereafter - $1,238.

(3)     REAL ESTATE INVENTORY:
        ----------------------

Real estate inventory consists of:
                                                            April 30,
                                               ---------------------------------
                                                   2000                 1999
                                               --------------     --------------
                                                           (Thousands)
Land and improvements held for sale or
  development                                  $  64,571          $   58,571
Homes and condominiums-
  Land and improvements                            1,621              15,678
  Construction costs                               4,073              15,474
                                               --------------     --------------
                                               $  70,265          $   89,723
                                               ==============     ==============

                                       26
<PAGE>

Accumulated  capitalized  interest  costs  included in real estate  inventory at
April 30, 2000 and 1999 were $3,934,000 and $4,553,000,  respectively.  Interest
costs capitalized  during 2000, 1999 and 1998 were $1,371,000,  $3,348,000  and
$3,226,000, respectively.  Accumulated capitalized real estate taxes included in
the  inventory  of land and  improvements  at  April  30,  2000  and  1999  were
$5,264,000 and $5,467,000,  respectively.  Real estate taxes capitalized  during
2000,  1999  and  1998  were  $182,000,  $217,000  and  $165,000,  respectively.
Previously  capitalized  interest  costs and real estate  taxes  charged to real
estate cost of sales were  $2,375,000,  $4,903,000 and $2,726,000 in 2000,  1999
and 1998, respectively.

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)      OTHER REAL ESTATE INVESTMENTS:
         ------------------------------

The Company participates in a number of joint ventures in which it does not have
management   control.   These  joint  ventures  are  primarily  engaged  in  the
development,  construction and sale of single-family or multi-family residential
properties.  Combined condensed financial  information  concerning the Company's
unconsolidated joint venture activities follows:

                                                          April 30,
                                               --------------------------------
                                                     2000               1999
                                               --------------    ---------------
                                                         (Thousands)

Cash                                           $        146       $      612
Receivables and other assets                            283              700
Inventories                                               -           21,892
                                               --------------     --------------
           Total Assets                        $        429       $   23,204
                                               ==============     ==============
Mortgages and notes payable                    $          -       $   13,859
Other liabilities                                       146            3,122
Equity of:
     The Company                                        283            2,401
     Others                                               -            3,822
                                               --------------     --------------
          Total Liabilities and Equity         $        429       $   23,204
                                               ==============     ==============

As part of the  restructuring  of its real  estate  operations,  the Company has
substantially  completed  development,  construction  and sales for those  joint
ventures in which it participated.  In addition, during 2000 the net assets of a
joint  venture  which  had been  accounted  for  under the  equity  method  were
consolidated  based  upon a change in the  Company's  percentage  ownership  and
managerial control.

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

Revenues                                        $     27,661       $     12,346
Cost of sales                                         26,114             12,532
Other expenses - net                                     665              1,120
                                               --------------     --------------
    Total pretax income (loss)                  $        882       $     (1,306)
                                               ==============     ==============
    The Company's share of pretax income (loss) $        353       $       (220)
                                               ==============     ==============

                                       27
<PAGE>

The Company's share of pretax income (loss) includes management fees earned from
unconsolidated  joint  ventures.  Also,  as  discussed  in Note 11,  in 2000 the
Company recorded reserves and write-downs related to the continuing wind-down of
real estate operations in California,  including  approximately  $2.0 million of
charges  related  to these  joint  ventures.  In  1999,  the  Company  wrote-off
approximately  $1.0  million of goodwill  related to these and other real estate
projects in California,  which amount was included in  "Restructuring  costs" in
the accompanying consolidated statements of income.

  (5)    PROPERTY, PLANT AND EQUIPMENT:
         ------------------------------

Property, plant and equipment consists of:
                                                          April 30,
                                               ---------------------------------
                                                    2000               1999
                                               --------------     --------------
                                                         (Thousands)
Land, buildings and improvements               $   10,907         $   10,753
Furniture and fixtures                             11,140             12,309
Utility plant and equipment                         9,020              9,061
Other                                                 817                680
                                               --------------     --------------
                                                   31,884             32,803
Accumulated depreciation and
   amortization                                   (14,032)           (14,443)
                                               --------------     --------------
                                               $   17,852         $   18,360
                                               ==============     ==============

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 in 2001.  The Company  recognized an
impairment for long-lived  assets of  approximately  $735,000  during 2000 based
upon an  estimate  of the future  cash  flows to be  generated  by those  assets
compared to the remaining carrying value of those assets.

Depreciation  charged to  operations  amounted  to  $2,230,000,  $2,109,000  and
$1,940,000 in 2000, 1999, and 1998, respectively.

(6)      OTHER ASSETS:
         -------------

Other assets consist of:
                                                          April 30,
                                               ---------------------------------
                                                    2000               1999
                                               --------------    ---------------
                                                         (Thousands)
Prepaid expenses and other deferred charges, net$   5,274         $    7,230
Purchased magazine distribution contracts,
  net accumulated amortization of $2,889 and
  $2,461 in 2000 and 1999, respectively             1,390              1,818
Security and other deposits                         2,492              2,445
Prepaid pension                                     2,020              1,459
Other                                                 261                929
                                               --------------    ---------------
                                               $   11,437         $   13,881
                                               ==============    ===============

Amortization  related  to  deferred  charges  and  distribution   contracts  was
$1,874,000,  $1,622,000, and $1,251,000 for the years ended April 30, 2000, 1999
and 1998, respectively.


                                       28
<PAGE>


(7)       DEBT FINANCING:
          ---------------

Debt financing consists of:
                                                          April 30,
                                               -------------------------------
                                                    2000               1999
                                               ------------       ------------
                                                         (Thousands)
Notes payable -
   Line-of-credit borrowings -
     Real estate operations and other          $    9,991         $   20,490
     Magazine circulation operations               27,713             35,873
   Mortgages and other notes                        8,686             17,560
   Other                                              521                742
                                               ------------       ------------
                                               $   46,911         $   74,665
                                               ============       ============

Maturities  of principal on notes  outstanding  at April 30, 2000 are as follows
(in thousands): 2001 - $15,599; 2002 - $28,886; 2003 - $349; 2004 - $286; 2005 -
$120; 2006 and thereafter - $1,671.

Line-of-credit borrowings
-------------------------

The Company has loan arrangements with several financial institutions to support
real estate  operations.  These loans have a total maximum  amount  available of
approximately  $10.2 million, of which borrowings of approximately $10.0 million
were outstanding as of April 30, 2000. These  borrowings,  which have maturities
ranging from 2000 through 2002, bear interest  ranging from the prime rate (9.0%
at April 30, 2000) to 1.0% over prime (with a weighted average effective rate of
interest of approximately 9.5% at April 30, 2000), are collateralized by certain
real estate assets and are subject to certain  financial  performance  and other
covenants.  The Company was not in compliance with a performance covenant on one
loan at April 30, 2000, for which it has received a waiver.  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 approximately $4.5 million of the total maximum
amount available was obtained.

At April 30, 2000, the Company had drawn  approximately $27.7 million against an
additional  $40.0  million   line-of-credit   arrangement   which  is  generally
restricted   to  magazine   circulation   operations.   Borrowings   under  this
line-of-credit  agreement  bear  interest  at the prime rate plus .5% or, at the
Company's  option,  at LIBOR  (6.19%  at April 30,  2000)  plus  2.75%,  and are
collateralized  by  accounts   receivable  arising  from  magazine   circulation
operations. This agreement also contains various financial performance and other
restrictive covenants which, among other things, limit the payment of dividends,
annual capital expenditures and loans from the magazine  circulation  subsidiary
to the Company. The Company was not in compliance with a performance covenant on
this loan at March 31, 2000, for which it has received a waiver.

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 million  line-of-credit  for an unrelated entity for
the ongoing  development  of a project in which the  subsidiary had been a joint
venture participant, of which $1.2 million was outstanding at April 30, 2000.

The Company  anticipates  the  ability to renew,  extend or replace any of these
loan agreements as needed.

         Mortgages and other notes payable
         ---------------------------------

Mortgages and other notes payable had interest  rates ranging from 6.4% to 11.5%
at April 30, 2000,  and are  primarily  collateralized  by  property,  plant and
equipment and certain land  inventory.  These  borrowings  mature through fiscal
2013.

                                       29
<PAGE>

(8)      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 38,000
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.

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


                                                                   Year Ended April 30,
                              ------------------------------------------------------------------------------
                                            2000                         1999                        1998
                              ------------------------------- ---------------------------------- -----------
<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                   43,500    $ 6.20      50,500        $ 6.18       85,500     $ 7.40


Granted                                2,500    $ 5.84       2,500        $ 7.75       42,500     $ 6.09

Expired or canceled                  (34,000)   $ 7.50      (9,500)       $ 6.50      (77,500)    $  .48
                                    ----------            ----------                ----------
Options outstanding at
  end of year                         12,000    $ 6.27      43,500        $ 6.20       50,500     $ 6.18
                                    ==========            ==========                ==========

Available for grant at
  end of year                        337,750               308,750                    303,250
                                    ===========           ==========                ==========

Options exercisable at
  end of year                          8,250                18,417                      8,000
                                    ===========           ==========                ==========

Range of exercise prices
  for options exercisable
  at end of year
                              $5.19 to $7.75            $5.19 to $7.50              $5.19 to $8.88
                              =================         ===============             ==============
</TABLE>


Options  outstanding at April 30, 2000 are exercisable over a three to four year
period  beginning one year from date of grant.  The weighted  average  remaining
contractual  life of options  outstanding  at April 30, 2000,  1999, and 1998 is
3.1, 2.4 and 3.2 years, respectively. The weighted average fair value of options
granted  during the year was $.97 in 2000,  $1.48 in 1999, and $.44 in 1998. 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 1998,  1999,  and 2000,  respectively:  expected
volatility of 21%, 38%, and 41%,  risk-free  interest  rates of 5.4%,  5.5%, and
6.6%, and expected lives of 1.5, 3, and 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.


                                       30
<PAGE>

         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
$254,000, $216,000 and $268,000 in 2000, 1999 and 1998, respectively.

         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. In 1999 and 1998, the Company  contributed  $12,000 and $231,000,
respectively,  to the plan.  No  contribution  was required in 2000.  Assets are
invested  primarily  in United  States  Treasury  obligations,  equity  and debt
securities and money market funds.

Net periodic pension cost for 2000, 1999 and 1998 was comprised of the following
components:
<TABLE>
<CAPTION>

                                                                   Year Ended April 30,
                                                  -------------------------------------------------------
                                                       2000                1999                1998
                                                  ---------------    ------------------    --------------
                                                                        (Thousands)
<S>                                               <C>                <C>                  <C>
Service cost - benefits earned during the
  period                                          $          656     $          645       $          994
Interest cost on projected
  benefit obligation                                       1,611              1,617                1,717
Expected return on assets                                 (2,464)            (2,385)              (2,006)
Amortization of prior service cost                          (352)              (352)                (121)
Recognized net actuarial loss                                (24)               (12)                   -
                                                  ---------------    -----------------    ---------------

Net periodic pension cost (income)                $         (573)    $         (487)      $          584
                                                  ===============    =================    ===============

Assumptions used in determining net periodic pension cost were:

                                                                   Year Ended April 30,
                                                -----------------------------------------------------------
                                                      2000                 1999                 1998
                                                -----------------    -----------------    -----------------

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

</TABLE>


                                       31
<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,
                                               -------------------------------
                                                    2000             1999
                                               -------------    --------------
                                                         (Thousands)
Change in benefit obligations:
    Benefit obligation at beginning of year      $  23,641        $  22,471
    Service cost (excluding expense component)         485              495
    Interest cost                                    1,611            1,617
    Actuarial (gain) loss                           (2,891)             310
    Benefits paid                                   (1,409)          (1,252)
                                               -------------    --------------
    Benefit obligation at end of year            $  21,437        $  23,641
                                               =============    ==============


Change in plan assets:
    Fair value of plan assets at
      beginning of year                          $  28,068        $  27,133
    Actual return on plan assets                     2,691            2,416
    Employer contribution                                                12
    Benefits paid                                   (1,409)          (1,252)
    Expenses                                          (110)            (241)
                                               -------------    --------------
    Fair value of plan assets at end of year     $  29,240        $  28,068
                                               =============    ==============

Funded status                                   $    7,803       $    4,427
Unrecognized net actuarial (gain) loss              (2,748)             407
Unrecognized prior service cost                     (3,035)          (3,375)
                                               -------------    --------------
Prepaid pension cost                            $    2,020       $    1,459
                                               =============    ==============


(9)     INCOME TAXES:
        -------------

The provision for income taxes consists of the following:
                                               Year Ended April 30,
                                     -----------------------------------------
                                         2000          1999           1998
                                     -----------   ------------   ------------
                                                   (Thousands)
Current:
   Federal                           $    (833)    $     1,946    $    6,925
   State and local                           -             286         1,094
                                     -----------   ------------   ------------
                                          (833)          2,232         8,019
                                     -----------   ------------   ------------

Deferred:
   Federal                               1,341          (1,397)       (2,177)
   State and local                         271            (176)         (371)
                                     -----------   ------------   ------------
                                         1,612          (1,573)       (2,548)
                                     -----------   ------------   ------------
Total provision for income taxes           779             659         5,471
                                     ===========   ============   ============



                                       32
<PAGE>



The components of the net deferred income tax liability are as follows:

                                                                April 30,
                                                         -----------------------
                                                            2000          1999
                                                         ---------     ---------
                                                              (Thousands)
Deferred income tax assets-
    State tax loss carryforwards                         $ 5,022       $ 4,433
    Real estate inventory valuation                        1,037           964
    Interest payable on tax settlements                    1,614         2,229
    Real estate basis differences                            448         1,528
    Differences related to timing of partnership income    1,176         1,120
                                                         ---------     ---------
     Total deferred income tax assets                      9,297        10,274
                                                         ---------     ---------

Deferred income tax liabilities-
    Reserve for periodicals and paperbacks                  (964)       (1,329)
    Gain on partnership restructuring                       (473)         (473)
    Depreciable assets                                    (2,791)       (2,684)
    Expenses capitalized for financial reporting
      purposes, expensed for tax                          (2,003)       (2,399)
    Other                                                 (1,034)         (519)
                                                         ---------     ---------
     Total deferred income tax liabilities                (7,265)       (7,404)
                                                         ---------     ---------
     Valuation allowance for realization of state tax
       loss carryforwards                                 (4,659)       (3,885)
                                                         ---------     ---------
  Net deferred income tax liability                      $(2,627)      $(1,015)
                                                         =========     =========


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

                                                      Year Ended April 30,
                                              ----------------------------------
                                                 2000        1999        1998
                                              ----------  ----------  ----------
                                                         (Thousands)
Computed tax provision at
  statutory                                   $     662   $   2,787   $   4,787
Increase (reduction) in tax resulting from:
     State income taxes, net of federal
      income tax effect                             126         491         809
     Net reduction in tax liability as a
      result of IRS settlement                        -      (2,401)          -
     Nondeductible meals and entertainment           71          90          96
     Other                                          (80)       (308)       (221)
                                              ----------  ----------  ----------
Actual tax provision                          $     779   $     659   $   5,471
                                              ==========  ==========  ==========

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,
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. These tax years remain open, however,  and other matters for these

                                       33
<PAGE>

years  continue to be under  review by the IRS. In  addition,  the Company  paid
approximately  $1.5 million of interest  during 2000 in final  resolution of the
IRS  examinations  of the tax  returns  for the years 1990  through  1992.  (The
payment of federal  income  taxes for those years was paid in full during  1999,
and these tax years are no longer  subject to  audit).  At April 30,  2000,  the
amount recorded as "Taxes  Payable-amounts  subsequently  due" of  approximately
$6.0 million  represents  amounts that have been accrued in prior years to cover
federal  and  state  taxes and  related  interest  estimated  to be due upon the
settlement of all open tax examinations.  However, if the interim resolution for
the years 1993 through 1996 with the IRS becomes final, the amount actually owed
may be less than the recorded  amount,  and a tax benefit would be recognized at
that time.  The amount of the  potential  tax benefit is uncertain and dependent
upon the ultimate resolution of other matters under review by the IRS.

(10)  SHAREHOLDERS' EQUITY:
      ---------------------

During 1999, in connection with a previously announced stock repurchase program,
the Company  reacquired by means of open-market  purchases 143,300 shares of its
common stock to be held as treasury stock at a cost of  approximately  $857,000.
The Company  also issued  15,000  shares of  treasury  stock  during the year as
compensation for certain  executive  consulting  services,  and charged the fair
market value of the stock of approximately $92,000 to general and administrative
expense.

In May 2000, the Board of Directors authorized a self-tender "Dutch Auction" for
725,000 of the Company's  common shares at a price not to exceed $7.00 per share
and not lower than $5.25 share. In June 2000, the Company  accepted tenders of
587,654 shares at a cost of $7.00 per share.






(11)     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.   The
restructuring   plan  estimated  that   approximately  130  employees  would  be
terminated with related  severance costs of $800,000;  as of April 30, 2000, the
restructuring  plan  was  substantially  complete,  and 125  employees  had been
terminated and related severance costs of approximately $860,000 had been paid.

During  2000,  the Company  recorded  charges of  approximately  $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.  In addition, in 1999 the Company wrote-off  approximately
$1.2 million related to deposits and other project-related inventory costs which
had been  abandoned or otherwise  disposed of in  connection  with this business
restructuring,  which was charged to cost of sales.  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.


(12)     COMMITMENTS AND CONTINGENCIES:
         ------------------------------
         Revenue agent review
         --------------------

As discussed in Note 9, the IRS is in the process of reviewing the Company's tax
returns for the years 1993  through  1996.  While the Company  cannot be totally
certain  of  the  results  of  these  audits,  it has an  accrued  liability  of
approximately  $6.0 million  recorded as "Taxes  Payable - amounts  subsequently
due" which represents  amounts accrued in prior years, net of payments and other

                                       34
<PAGE>

adjustments  for audits  which have been  settled,  to cover  taxes and  related
interest  estimated to be due upon the settlement of all open tax  examinations.
If an  interim  resolution  with  the IRS for the  years  1993  through  1996 as
described in Note 9 becomes final, however, the amount actually owed may be less
than the recorded  amount,  and a tax benefit  would be recognized at that time.
The amount of the  potential  tax benefit is uncertain  and  dependent  upon the
ultimate resolution of other matters under review by the IRS.

         Land sale contracts
         -------------------

In furtherance of the restructuring of real estate operations, commencing in the
second  half of 1999 and  through  2000  the  Company  has sold to two  national
builders and several local builders approximately 1,400 lots in Rio Rancho for a
total sales price of $26  million.  In  addition,  the Company has entered  into
several  conditional sales contracts for the sale of approximately 1,500 lots in
Rio Rancho and Colorado 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.

         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 for 2000, 1999 and 1998 was  approximately  $4,667,000,
$5,477,000 and $5,195,000, respectively.

The approximate  minimum rental  commitments  for years  subsequent to April 30,
2000,  are as  follows  (in  thousands):  2001 - $2,645;  2002 - $2,250;  2003 -
$1,102; 2004 - $780; 2005 - $444; and the total future minimum rental payments -
$7,221.

         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.

(13)     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.

(14)     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 $6.8 million, versus
a  carrying  amount of $6.9  million,  and $8.7  million  versus  $8.8  million,
respectively,  at April 30, 2000 and April 30, 1999. The estimated fair value of
the  Company's  long-term,  fixed-rate  notes  payable is $7.5 million  versus a
carrying  amount of $7.6 million as of April 30, 2000 and $15.0  million  versus
$15.1 million as of April 30, 1999.

                                       35
<PAGE>

(15)     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.



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, 2000:
   Revenues                             $ 34,093       $ 30,674    $   15,927     $   36,621    $  2,518    $   119,833
   Operating expenses                     25,300         34,218        15,858         35,006       4,557        114,939
   Interest expense, net                     523            241         1,558            553          71          2,946
                                        ---------      ---------   ------------   -----------   ---------   ------------
   Pretax income (loss) contribution    $  8,270       $ (3,785)   $   (1,489)    $    1,062    $ (2,110)   $     1,948
                                        =========      =========   ============   ===========   =========   ============

   Depreciation and amortization        $    361       $    860    $    1,076     $    1,585    $    222    $     4,104
   Identifiable assets                  $ 64,780       $ 26,526    $   43,157     $   16,778    $ 21,195    $   172,436
   Capital expenditures                 $    905       $      -    $      592     $    1,159    $      3    $     2,659
------------------------------------------------------------------------------------------------------------------------
Year ended April 30, 1999:
   Revenues                             $ 37,182       $ 92,637    $   20,377     $   36,977    $  3,118    $   190,291
   Operating expenses                     25,292         91,151        19,103         35,486       4,212        175,244
   Restructuring costs                         -          2,108             -              -           -          2,108
   Interest expense, net                     619          1,394         1,954            731          45          4,743
                                        ---------      ---------   ------------   -----------   ---------   ------------
   Pretax income (loss) contribution    $ 11,271       $ (2,016)   $     (680)    $      760    $ (1,139)   $     8,196
                                        =========      =========   ============   ===========   =========   ============

   Depreciation and amortization        $    362       $  1,857    $      891     $    1,512    $    208    $     4,830
   Identifiable assets                  $ 64,814       $ 55,310    $   61,791     $   18,528    $ 17,334    $   217,777
   Capital expenditures                 $  1,043       $    679    $      168     $      970    $    445    $     3,305
------------------------------------------------------------------------------------------------------------------------
Year ended April 30, 1998:
   Revenues                             $ 25,821       $ 80,461    $   18,322     $   38,617    $  8,147    $   171,368
   Operating expenses                     15,656         80,200        14,358         36,134       6,939        153,287
   Interest expense, net                     433          1,121         1,907            827         116          4,404
                                        ---------      ---------   ------------   -----------   ---------   ------------
   Pretax income (loss) contribution    $  9,732       $   (860)   $    2,057     $    1,656    $  1,092    $    13,677
                                        =========      =========   ============   ===========   =========   ============

   Depreciation and amortization        $    261       $    610    $      996     $    1,051    $    341    $     3,259
   Identifiable assets                  $ 75,373       $ 56,941    $   62,478     $   19,843    $ 15,133    $   229,768
   Capital expenditures                 $    102       $    396    $      204     $      540    $    756    $     1,998
------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                       36
<PAGE>

Selected Quarterly Financial Data (Unaudited):
----------------------------------------------

                                             (In thousands of dollars, except per share amounts)
                                                                  Quarter Ended
                                         ----------------------------------------------------------------
                                            July 31,       October 31,      January 31,      April 30,
                                              1999            1999             2000            2000
                                         --------------   --------------  ---------------  --------------
<S>                                      <C>              <C>             <C>              <C>
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
                                         ==============   ==============  ===============  ==============

                                                                  Quarter Ended
                                         ----------------------------------------------------------------
                                            July 31,       October 31,      January 31,       April 30,
                                              1998            1998             1999             1999
                                         --------------   --------------  ---------------  --------------
Revenues                                 $      46,223    $      35,930   $      41,787    $      66,351

Gross Profit                                    11,220            7,364           6,250           11,953

Net Income                               $       2,882    $         341   $         693    $       3,621

                                         ==============   ==============  ===============  ==============
Earnings (Loss) Per Share -
  Basic and Diluted                      $        0.39    $        0.05   $         0.09   $        0.49
                                         ==============   ==============  ===============  ==============


</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 2000
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".


                                       37
<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, 2000 and 1999

       o Consolidated Statements of Operations for the Three Years Ended
          April 30, 2000

       o Consolidated Statements of Shareholders' Equity for the Three Years
          Ended April 30, 2000

       o Consolidated Statements of Cash Flows for the Three Years
          Ended April 30, 2000

       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, 2000, Registrant filed no Current Report
     on Form 8-K.


                                       38
<PAGE>




                                   SIGNATURES

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

Dated:  July 24, 2000                                   By /s/Mohan Vachani
                                                           ---------------------
                                                           Mohan Vachani
                                                           Senior Vice President

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

/s/Mohan Vachani                                         /s/Nicholas G. Karabots
----------------------------------                       -----------------------
  Mohan Vachani                                             Nicholas G. Karabots
  Director, Senior Vice President,                          Director
  Principal Financial Officer and                          Dated:  July 24, 2000
  Principal Accounting Officer *
Dated:  July 24, 2000

/s/Jerome Belson                                          /s/Albert V.  Russo
----------------------------------                       -----------------------
  Jerome Belson                                              Albert V. Russo
  Director                                                   Director
Dated:  July 24, 2000                                      Dated:  July 24, 2000

/s/Edward B. Cloues II                                    /s/Samuel N. Seidman
----------------------------------                       -----------------------
  Edward B. Cloues II                                        Samuel N. Seidman
  Director                                                   Director
Dated:  July 24, 2000                                      Dated:  July 24, 2000

/s/Daniel Friedman                                        /s/James Wall
----------------------------------                       -----------------------
  Daniel Friedman                                            James Wall
  Director                                                   Director
Dated:  July 24, 2000                                      Dated:  July 24, 2000




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

                                       39
<PAGE>

<TABLE>
<CAPTION>


                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Page 1 of 2)
          -------------------------------------------------------------
                                   (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>
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
                              -----------   -------------  --------------   ------------     --------------

                                       40
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
                       ----------------------------------
          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Page 2 of 2)
          -------------------------------------------------------------
                                   (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
-----------                   -----------   -------------  --------------   ------------     --------------
FOR THE YEAR ENDED
APRIL 30, 1998:
 Allowance for doubtful
  accounts (included in
  receivables - real estate
  operations on the
  consolidated balance sheet)  $     690    $        143   $           -    $     542 (A)    $         291
                              -----------   -------------  --------------   ------------     --------------

 Allowance for estimated
  returns and doubtful accounts
  (included in receivables -
  magazine circulation
  operations on the
  consolidated balance sheet) $   48,976    $      3,044   $          -     $     125 (A)    $      51,895
                              -----------   -------------  --------------   ------------     --------------



Real estate valuation
 allowance                    $    2,459    $          -   $      (1,880)   $     579 (B)    $           -
                              -----------   -------------  --------------   ------------     --------------

</TABLE>


          NOTE:  (A) Uncollectible accounts written off.
                 (B) Allowances utilized to reduce inventory valuation.

                                       41
<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 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 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 quarter 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 all the lenders as defined therein -
             Incorporated  by reference to Exhibit 4 (a) to Registrant's
             Quarterly  Report on Form 10-Q for the quarter ended
             October 31, 1998.

(4) (b)      Modification Agreement dated as of July 7  1999 to the 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 all the lenders as defined therein,
             filed herewith.

(4) (c)      Commitment Agreement dated as of February 20, 1998 between AMREP
             Southwest, Inc., and Residential Funding Corporation - Incorporated
             by reference to Exhibit 4 (b) to Registrant's Quarterly Report on
             Form 10-Q for the quarter ended October 31, 1998

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

(21)         Subsidiaries of Registrant, filed herewith.

(23)         Consent of Arthur Andersen LLP, filed herewith.

(27)         Financial Data Schedule
         _________________________________________
* Management  contract or compensatory plan or arrangement in which directors or
officers participate.

                                       42
<PAGE>