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, 2003  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. [  ]

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).      Yes    No 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 October
31, 2002, on the New York Stock Exchange Composite Tape - $18,443,807.

Number of shares of Common Stock, par value $.10 per share,  outstanding at July
24, 2003 - 6,590,112.



                       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 2003 Annual Meeting - Part III.

<page>

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

The  Company*,   through  its  subsidiaries,   is  primarily  engaged  in  three
businesses:  the Real Estate  business  operated by AMREP Southwest Inc. and its
subsidiaries (collectively, "AMREP Southwest"), and the Fulfillment Services and
Newsstand  Distribution Services businesses operated by Kable News Company, Inc.
and its subsidiaries (collectively, "Kable").

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

Recent Developments

On April 15, 2003,  the Company,  through a  wholly-owned  subsidiary  of Kable,
acquired certain tangible and intangible assets and assumed certain  liabilities
constituting  the subscription  fulfillment  business of Electronic Data Systems
Corporation and various subsidiaries ("EDS") based in Louisville,  Colorado. The
business had revenues of  approximately  $82 million for the year ended December
31, 2002; however, because of known customer losses prior to the purchase, it is
anticipated  that the annual  revenues and net income of the  acquired  business
will be substantially reduced from historical levels. The purchase price for the
assets was approximately  $10 million,  and consisted of cash and the assumption
of certain liabilities. The physical assets acquired in the transaction included
principally  mail  processing,  communications  and  data  processing  equipment
located,  for the most part,  in a leased  facility in  Louisville,  Colorado at
which EDS had conducted the acquired business. Kable has entered into a sublease
with EDS for this  facility,  and it intends to continue to operate these assets
and  conduct  the  acquired  business  at this  location.  As a  result  of this
transaction,  the Company believes that it is now the second largest provider of
subscription fulfillment services to magazine publishers in the United States.

                             REAL ESTATE OPERATIONS

The Company  conducts its real estate  business  through AMREP  Southwest,  with
these activities  occurring  primarily in Rio Rancho,  New Mexico. As of July 1,
2003, the real estate business employed approximately 15 persons.

Land Development Operations

Rio Rancho  (including the City) consists of 91,049 contiguous acres in Sandoval
County,  New Mexico,  near  Albuquerque,  of which some  72,750  acres have been
platted into approximately 112,400 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, 2003,  approximately  84,000 of these
lots had been sold. The Company currently owns approximately 21,100 acres in Rio
Rancho, of which  approximately  6,000 acres are in contiguous blocks which have
been developed or are suitable for development and approximately 2,200 acres are
in areas with a high  concentration of ownership suitable for special assessment
districts  or city  redevelopment  areas which may allow for future  development
under the auspices of local  government.  The balance is in scattered lots which
may require the  purchase of a  sufficient  number of  adjoining  lots to create
tracts  suitable for  development or which may be sold  individually or in small
groups.



_________________

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

                                       2
<PAGE>



Development  activities  conducted  or  arranged  by  the  Company  include  the
obtaining of necessary governmental approvals ("entitlements"),  installation of
utilities and necessary storm drains, and building or improving of roads. At Rio
Rancho, the Company is developing both residential lots and sites for commercial
and industrial use as the demand warrants, and also is securing entitlements for
large development  tracts for sale to homebuilders.  The engineering work at Rio
Rancho is performed by both Company employees and outside firms, but development
work is  performed  by outside  contractors.  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 and office space,  including a 55,000 square foot
office building owned by the Company. The industrial areas have approximately 80
buildings with over 4.2 million square feet, including a manufacturing  facility
containing  approximately 3.1 million square feet which is owned and occupied by
Intel Corporation, Rio Rancho's largest employer.

Since early 1977, no individual  lots without homes at Rio Rancho have been sold
by the Company to  consumers.  Over 50,000 lots without homes 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.

The Company owned two tracts of land in Colorado,  consisting of one residential
property of approximately 160 acres planned for approximately 350 homes which is
being offered for sale subject to the Company obtaining all necessary approvals,
and one property of  approximately  10 acres zoned for commercial  use, which is
also being offered for sale but which may be developed by the Company.

Other Real Estate Projects

The Company developed the Eldorado at Santa Fe, New Mexico subdivision which had
approximately 2,750 homes as of April 30, 2003. The Company sold 9 lots there in
fiscal  2003,  and 1 lot  remained  to be sold at the end of  fiscal  2003.  The
Company  also  owns and  operates  a water  utility  company  which  serves  the
subdivision and is under contract for sale. The closing has been delayed pending
completion  of  the  regulatory  approval  process  and  satisfaction  of  other
conditions, and there is no assurance that the sale will be concluded.

The Company also owned  approximately  14 acres in the Orlando,  Florida area at
the  beginning of fiscal 2003.  During fiscal 2003,  approximately  1.6 acres of
this  property was acquired by a  governmental  authority  through  condemnation
proceedings,  and a second  condemnation of approximately 6 acres is expected to
occur during fiscal 2004.

       FULFILLMENT SERVICES AND NEWSSTAND DISTRIBUTION SERVICES OPERATIONS

Through Kable,  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,
2003, Kable employed  approximately  1,500 persons,  of whom approximately 1,340
were involved in its fulfillment activities and 160 in distribution activities.

Fulfillment Services

Kable's  Fulfillment  Services  business  performs a number of  fulfillment  and
fulfillment-related  activities,  principally magazine subscription  fulfillment
services,  list services and product fulfillment services,  and it accounted for
73% of Kable's total revenues in fiscal 2003.

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


                                       3
<PAGE>

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

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

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

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

As a result of the acquisition of the subscription  fulfillment  business of EDS
completed  in  April  2003,   Kable  now  performs   fulfillment   services  for
approximately  870 different  magazine titles for  approximately 280 clients and
maintains almost 60 million active  subscriber names for its client  publishers.
In a typical month, Kable produces over 80 million mailing labels for its client
publishers  and also  prepares  approximately  18 million  billing  and  renewal
statements for mailing.

There are a number of companies that perform fulfillment services for publishers
and with which Kable  competes,  including  one which is 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.

Newsstand Distribution Services

In its Newsstand  Distribution  Services 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 25 million
copies of various titles.  Kable purchases the  publications  from its publisher
clients  and  sells  them  to  approximately  50  independent  wholesalers.  The
wholesalers in turn sell the  publications  to individual  retail  outlets.  All
parties  generally  have full return  rights for unsold  copies.  The  newsstand
distribution business accounted for 27% of Kable's revenues in fiscal 2003.

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

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 limit its credit risk and 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.

                                       4
<PAGE>

Since  1995,  a  significant  industry  consolidation  in  the  distribution  of
magazines  has  occurred.  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 led to the erosion of  wholesaler
profit  margins  and to a  substantial  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,  the
bankruptcy of some wholesalers, and the complete retirement from the business by
a number of wholesalers.  This  consolidation  has reduced the number of Kable's
wholesale  customers by  approximately  60% since fiscal 1995, which in turn has
increased  the   concentration   of  its  revenue  sources  and  trade  accounts
receivable;  at  April  30,  2003,  approximately  62% of  Kable's  distribution
accounts receivable were due from three customers.  Management believes that the
process  described  above  has  stabilized  over  the  past 24  months,  but the
potential  remains  for  additional  industry  changes  that could have  further
adverse consequences for publishers and their national  distributors,  including
Kable,  with the financial  failure of a major  wholesaler  being likely to have
significant adverse consequence to Kable if it were to occur.

Kable competes primarily with four other national distributors,  all of whom are
substantially larger than Kable. Each of these larger 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.

Item 2. Properties
------  ----------
The Company's real estate properties are described in Item 1. Additionally,  the
Company has its executive  office in leased space in New York City and maintains
production,  administration and sales facilities for its newsstand  distribution
and  fulfillment   businesses  in  owned  and  leased   facilities   aggregating
approximately  720,000  square  feet  in Mt.  Morris,  Illinois,  Marion,  Ohio,
Louisville,  Colorado,  New York City and  Cerritos,  California.  The  Colorado
facility was leased in connection  with the  acquisition of the Electronic  Data
System Corporation  subscription fulfillment business. The Company's real estate
operations  are   headquartered  in   approximately   7,000  square  feet  of  a
Company-owned  55,000  square foot  modern  office  building in Rio Rancho,  New
Mexico,  with the excess space  available for lease to commercial  tenants.  The
Company  believes its  facilities  are adequate for its current and  anticipated
requirements.

Item 3. Legal Proceedings
------  -----------------
A. On May 3, 2000, a civil action was  commenced in the United  States  District
Court of the Southern District of New York entitled United Magazine Company,  et
al. v. Murdoch Magazines  Distribution,  Inc., et al. The Complaint was filed by
five affiliated magazine wholesalers and a related service company (collectively
referred to as "Unimag") against Murdoch,  a national  distributor of magazines,
and Chas. Levy Circulating Co., a magazine wholesaler.  An Amended Complaint was
filed on August 31, 2000,  in which the  Company's  Kable  subsidiary  and three
other national distributors were added as defendants.  Motions by the defendants
to dismiss the Amended  Complaint were granted,  with leave to the plaintiffs to
replead  specified  claims.  In June 2001, a Second Amended  Complaint was filed
which included two claims against  Kable:  (i) violation of the  Robinson-Patman
Act,  which  generally  prohibits  discriminatory  pricing,  and (ii)  breach of
fiduciary  duty.  Unimag sought  damages in the amount of at least  $275,000,000
trebled, plus punitive damages, pre-judgement interest and attorneys' fees.

The defendants moved to dismiss the Second Amended  Complaint.  The Court denied
the motions with respect to the  Robinson-Patman  Act claims but  dismissed  the
claims  for  breach  of  fiduciary  duty.  Kable  answered  the  Second  Amended
Complaint,  denying the material allegations and asserting affirmative defenses.
Kable also asserted counterclaims to recover approximately  $5,375,000 in unpaid
debts  from  Unimag.   Unimag   responded  to  the   counterclaims   with  reply
counterclaims for compensatory and punitive damages,  based on common law claims
that are similar to claims previously dismissed. The defendants moved to dismiss
the  reply  counterclaims.  That  motion  was  granted.  Unimag  is no longer in
business  and does not appear to have the assets to pay if a judgment is awarded
to Kable on its counterclaims.

Pretrial  discovery  is being  conducted.  It is  unlikely  that a trial will be
conducted prior to fiscal 2005. An adverse outcome could  materially  affect the
consolidated financial position of the Company and its subsidiaries.

                                       5
<PAGE>

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

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

Executive Officers of the Registrant

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

Name               Office Held/Principal Occupation for Past Five Years     Age
----               ----------------------------------------------------     ---
James Wall         Senior Vice President of the Company since 1991;          66
                   Chief Executive Officer of AMREP Southwest Inc.,
                   a wholly-owned subsidiary of the Company, since 1991.

Peter M. Pizza     Vice President-Chief Financial Officer since May 2001;    52
                   Controller of the Company since 1995; Vice
                   President-Controller of the Company from 1997 to 2001.

Michael P. Duloc   President and Chief Operating Officer of Kable News       46
                   Company, Inc. since November 2000;
                   President and Chief Operating Officer of Kable
                   Distribution Services from 1996 to November 2000.

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

                                     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 1, 2003, there were approximately  1,950 holders of record
of the common  stock.  The Company  has  historically  not paid cash  dividends;
however,  on July 9, 2003, the Board of Directors declared a special dividend of
$0.25 per share payable on August 13, 2003 to shareholders of record on July 24,
2003.  While this dividend is a one-time event,  the Board indicated that it may
consider  special  dividends  from  time-to-time  in  the  future  in  light  of
conditions  then  existing,   including  earnings,   financial  condition,  cash
position, and capital requirements and other needs.

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
      ------    ------   ------   ------    ------    ------    ------    ------
2003  $ 8.70    $ 7.50   $ 8.85   $ 7.71    $ 8.14    $ 7.27    $ 9.42    $ 7.85
2002  $ 5.16    $ 3.75   $ 4.90   $ 3.60    $ 8.69    $ 4.40    $ 8.49    $ 7.01


Equity Compensation Plan Information

The  following  table sets forth  information  as of April 30,  2003  concerning
common  stock of the  Company  which is  issuable  under its common  stock based
compensation plans.


                                       6
<PAGE>
<TABLE>


                                            Equity Compensation Plan Information
                                     -----------------------------------------------------------------
<S>                                  <C>                     <C>                 <C>

                                                                                          (C)
                                                                                  Number of securities
                                                                                  remaining available
                                             (A)                    (B)           for future issuance
                                     Number of securities    Weighted average        under equity
                                      to be issued upon      exercise price of    compensation plans
                                         exercise of            outstanding           (excluding
                                     outstanding options,    options, warrants   securities reflected
     Plan Category                   warrants and rights         and rights           in column (A))
     -------------                   --------------------    -----------------   ---------------------

Equity compensation plans approved
by shareholders                            9,000                  $6.30                18,000(1)
Equity compensation plans not
approved by shareholders                       -                      -                57,500(2)
                                           -----                  -----                ------

Total                                      9,000                                       75,500
                                           =====                                       ======

____________________________
(1)  Consists  of shares  available  for  options  to be  issued  under the 1992
     Non-Employee Directors' Option Plan, as amended.
(2)  Consists  of shares  available  for  issuance  under the 2002  Non-Employee
     Directors' Stock Plan.
</TABLE>

2002 Non-Employee Directors' Stock Plan

On December 5, 2002, the Board of Directors  adopted the AMREP  Corporation 2002
Non-Employee Directors' Stock Plan and reserved 65,000 shares of Common Stock of
the Company for issuance to the  non-employee  directors.  Under this Plan, each
non-employee  director receives a grant from the Company of 1,250 shares on each
March 15 and September  15,  commencing  March 15, 2003, as partial  payment for
services for the preceding six months.

In  accordance  with this Plan,  on March 15, 2003, a total of 7,500 shares were
issued  to the  Company's  six  non-employee  directors.  The  issuance  was not
registered  under  the  Securities  Act of 1933,  as  amended,  by reason of the
exemption from registration contained in Section 4(2) of said Act.

Item 6. Selected Financial Data
------  -----------------------
The following selected  consolidated  financial data of the Company is qualified
by  reference  to and  should  be  read in  conjunction  with  the  consolidated
financial  statements,  related notes thereto and other financial data elsewhere
herein.  These historical results are not necessarily  indicative of the results
to be expected in the future.
<TABLE>

                                         (In thousands of dollars except per share amounts)
                                                        Year Ended April 30,
                          ----------------------------------------------------------------------------------
                                  2003             2002           2001 (a)        2000            1999 (b)
<S>                          <C>             <C>              <C>             <C>              <C>
                             --------------  ---------------  --------------- ---------------  -------------

Revenues                     $      73,791   $       83,405   $       73,209  $      119,833   $     190,291
Net Income                   $       6,273   $        3,698   $        2,557  $        1,169   $       7,537
Earnings Per Share -
  Basic and Diluted          $        0.95   $         0.56   $         0.38  $         0.16   $        1.02


Total Assets                 $     159,346   $      149,688   $      164,844  $      172,436   $     217,777
Notes Payable                $      18,427   $       16,619   $       44,260  $       46,911   $      74,665
Shareholders' Equity         $      93,828   $       93,479   $       89,781  $       91,981   $      91,577
Cash Dividends               $           -   $            -   $            -  $            -   $           -



(a)  Includes a tax benefit in the amount of $3.5  million  (the  equivalent  of
     $0.52  per  share)  to  reflect  the  settlement  of 1993  and 1994 IRS tax
     examinations.

(b)  Includes a tax benefit in the amount of $2.4  million  (the  equivalent  of
     $0.33 per share) to reflect the  settlement  of 1990  through  1992 IRS tax
     examinations.
</TABLE>

                                       7
<PAGE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
------- ------------------------------------------------------------------------
        of Operations
        -------------
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
-------------------------------------------

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

A wide range of factors could materially affect the Company's future performance
and financial and competitive position,  including the following:  (i) the level
of demand for land in Rio Rancho,  the  principal  market in which the Company's
real estate  subsidiary  sells land;  (ii) the  possibility  of further  adverse
changes in the magazine  distribution  system for magazines  which the Company's
Kable distribution subsidiary distributes,  including the financial failure of a
major wholesaler; (iii) the existing United Magazine lawsuit described in Item 3
of this Form 10-K and 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 effect of or the failure to  successfully
integrate the acquisition of the subscription  fulfillment business completed in
April  2003  and  described  in Note 2 to the  financial  statements,  or  other
acquired businesses,  if any, into the Company without substantial costs, delays
or other operational or financial problems; (viii) the ability to renew customer
contracts within the magazine  operations  business  segments on favorable terms
and conditions;  and (ix) changes in economic or business conditions,  including
general economic and business conditions that are less favorable than expected.

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

RESULTS OF OPERATIONS

Year Ended  April 30,  2003  ("2003")  Compared  to Year  Ended  April 30,  2002
--------------------------------------------------------------------------------
     ("2002")
     --------
Consolidated  revenues  for the year ended  April 30,  2003 were  $73.8  million
compared to $83.4  million for the year ended April 30,  2002.  The  decrease in
consolidated revenues in 2003 was principally due to a decrease in revenues from
real  estate  operations  from $30.9  million in 2002 to $16.0  million in 2003,
which was partly offset by an increase in revenues from Kable's operations.

Total revenues from Kable's  fulfillment  services,  newsstand  distribution and
other operations (collectively,  "magazine operations") were approximately $54.1
million in 2003 compared to $49.2 million in 2002. Revenues from the Fulfillment
Services  business  increased to approximately  $39.2 million in 2003 from $34.0
million in 2002, and revenues from the Newsstand  Distribution Services business
decreased  from  approximately  $15.3  million  in 2002 to  approximately  $14.8
million in 2003.  The 15%  increase  in  revenues  in the  Fulfillment  business
resulted in part from revenues derived for the period  subsequent to the date of
acquisition  (April  15,  2003)  of the  subscription  fulfillment  business  in

                                       8
<PAGE>

Colorado  described in Note 2 which are included in the  consolidated  financial
statements,  as well  as from an  expansion  of  product  fulfillment  services.
Revenues in the Newsstand  Distribution business decreased 3% because,  although
gross billings  increased  slightly in line with industry  results,  there was a
decrease in Kable's  net sales rate due in part to the  effects of many  special
event publications  issued throughout the prior year which increased revenues in
2002.

Revenues  from real estate land sales  decreased  from $30.2  million in 2002 to
$16.0  million in 2003  principally  as the  result of  certain  land sales that
occurred in the prior year in  accordance  with the  Company's  plan to sell its
landholdings outside of New Mexico as part of a restructuring of its real estate
operations.  During  2002,  two sales of large  tracts of land in  Colorado  and
California contributed aggregate revenues of $13.6 million whereas there were no
land sales in these markets in 2003. Revenues from land sales in New Mexico were
comparable on a year-to-year  basis,  approximating $15.4 million in both years.
The gross profit  percentage on land sales  increased from 24% in 2002 to 54% in
2003  primarily  because the two large land sales  outside of New Mexico in 2002
contributed  a  significant  amount of cash but only a very slight gross profit.
The average gross profit  percentage  on land sales in the  Company's  principal
market of Rio Rancho,  New Mexico was 43% in 2002 and 55% in 2003, varying based
on the specific sales prices and costs of the specific  properties  sold in each
year. Revenues and related gross profits from land sales can vary from period to
period as a result of many factors,  including the nature and timing of specific
transactions,  and thus prior results are not  necessarily an indication of what
may be expected to occur in future periods.  In addition,  the Company completed
the wind-down of all homebuilding  activities  during 2002 and realized revenues
in  connection  therewith  of  approximately   $600,000  (representing  3  homes
delivered).

Operating expenses for magazine operations  increased 10%, from $38.6 million in
2002 to $42.5  million  in 2003  primarily  as a result of the  operating  costs
associated  with  the  acquisition  of  the  subscription  fulfillment  business
discussed  above and with the  product  fulfillment  expansion.  Total  magazine
operating  expenses were 78.7% of related  revenues in 2003 compared to 78.5% in
2002.  With respect to real estate  business  expenses,  commissions and selling
expenses  decreased  from  $1.0  million  in 2002  to $.8  million  in 2003  and
generally  vary  depending  upon the terms of specific sale  transactions.  Real
estate and corporate  general and  administrative  expenses also  decreased from
$3.2 million in 2002 to $3.1 million in 2003 as the Company continued to control
costs related to administrative  functions.  General and administrative costs of
magazine  operations  remained  comparable at approximately $6.9 million in each
year, but decreased as a percentage of sales from 14.0% in 2002 to 12.9% in 2003
due in part to the  expansion  of  operations  with  the  Colorado  acquisition.
Interest  expense-net  decreased from $1.3 million to $.6 million due to reduced
average borrowing  requirements in all segments of the Company's  operations and
lower interest rates.

Revenues  associated  with  interest and other  operations  increased  from $3.3
million in 2002 to $3.8 million in 2003  primarily  due to various  nonrecurring
revenue  items in the first and second  quarters of 2003,  including an interest
refund from the Internal Revenue Service,  an insurance  settlement and the sale
of certain real estate impact fee credits.  Costs of other  operations  remained
comparable at $2.6 million in 2002 and $2.5 million in 2003.

The Company's effective income tax rate decreased from 40.0% in 2002 to 36.4% in
2003 due in part to the effect of a tax  benefit  associated  with a  charitable
contribution  of certain  land made by the real  estate  business  in the fourth
quarter of 2003.

Year Ended  April 30,  2002  ("2002")  Compared  to Year  Ended  April 30,  2001
--------------------------------------------------------------------------------
     ("2001")
     --------
Consolidated  revenues  for the year ended  April 30,  2002 were  $83.4  million
compared to $73.2  million for the year ended April 30,  2001.  The  increase in
consolidated  revenues  in 2002 was  principally  due to an increase in revenues
from real estate operations from $21.0 million in 2001 to $30.9 million in 2002,
as well as a slight increase in revenues from magazine operations.

Total revenues from magazine operations were approximately $49.2 million in 2002
compared  to $48.6  million  in 2001.  Revenues  from the  Fulfillment  Services
business were  approximately  $34.0 million in 2002 compared to $34.7 million in
2001, and revenues from the Newsstand  Distribution  Services business increased
from approximately $13.9 million in 2001 to approximately $15.3 million in 2002.
The decrease in revenues in the Fulfillment  business was principally due to the
loss of sweepstakes processing work for one customer in the first quarter of the

                                       9
<PAGE>

prior  year;  otherwise,   revenues  in  this  business  were  comparable  on  a
year-to-year  basis.  Revenues in the Newsstand  Distribution  Services business
increased  because,  although  gross  billings  declined  slightly  in line with
industry results, there was an increase in the net sales rate due in part to the
effects of many special event publications issued throughout the year.

Revenues  from real estate land and home sales  increased  from $21.0 million in
2001 to $30.9  million in 2002  principally  as the result of land sales in 2002
made in accordance with the Company's plan to sell its  landholdings  outside of
New Mexico.  During  2002,  two sales of large  tracts of land in  Colorado  and
California contributed aggregate revenues of $13.6 million whereas there were no
sales in these  markets in 2001.  Revenues  from land  sales in New Mexico  were
comparable on a year-to-year basis, with an increase in revenues from commercial
and industrial properties being offset by a decrease from residential lot sales.
As a result, total revenues from land sales increased from $16.4 million in 2001
(with an average gross profit  percentage of 42%) to $30.2 million in 2002 (with
an average gross profit  percentage of 24%). The average gross profit percentage
decreased in 2002 from the prior year  because the two large land sales  outside
of New Mexico  contributed a  significant  amount of cash but only a very slight
gross profit. The average gross profit percentage on land sales in the Company's
principal  market of Rio Rancho,  New Mexico was 50% in 2001 and 43% in 2002. In
addition,   results  for  2001   included   impairment   and  other  charges  of
approximately $1.0 million associated with land activities,  while there were no
similar charges in 2002.  Revenues and related gross profits from land sales can
vary from period to period as a result of many factors, including the nature and
timing of specific  transactions,  and thus prior results are not necessarily an
indication of what may be expected to occur in future periods.

The Company  completed all  homebuilding  activities  during 2002,  and realized
revenues of approximately  $600,000 (representing 3 homes delivered) compared to
$4.6 million (representing 18 homes delivered) in 2001. In addition, results for
2001  included  impairment  and other  charges  of  approximately  $1.1  million
associated with the wind-down of homebuilding projects, while there were no such
charges in 2002.

Operating expenses for magazine  operations  decreased 6%, from $41.1 million in
2001 to $38.6  million in 2002,  as a result of reduced bad debt expense as well
as the effects of a cost  reduction  program,  including  staff and related cost
reductions,  principally in the Newsstand business.  Real estate commissions and
selling expenses  decreased from $1.2 million to $1.0 million due in part to the
wind-down of homebuilding operations and the elimination of related commissions.
Real estate and corporate  general and  administrative  expenses also  decreased
from $4.1  million to $3.2  million  due to the  effects of the  Company's  real
estate restructuring and the continued  downsizing of administrative  functions.
General and administrative  costs of magazine  operations remained comparable at
approximately  $6.9 million in each year.  Interest  expense-net  decreased from
$2.8  million to $1.3  million  due to  reduced  borrowing  requirements  in all
segments of the Company's operations and lower interest rates.

Revenues  associated  with  interest and other  operations  decreased  from $3.6
million  in 2001 to $3.3  million  in 2002,  principally  due to a  decrease  in
interest income resulting from a reduction in the average balance of real estate
mortgages  receivable  from land sales from year to year. In addition,  costs of
other  operations also  decreased,  from $2.8 million in 2001 to $2.6 million in
2002, due to an impairment charge of $500,000 included in 2001's results for the
estimated  loss on the sale of  property,  plant and  equipment  utilized in the
operations of the Company's utility subsidiary.

During 2001, the Company recognized a tax benefit of $3.5 million resulting from
the  resolution  of all matters  under  review by the Internal  Revenue  Service
("IRS") in  connection  with  examinations  of the  Company's  1993 and 1994 tax
returns at an amount  less than the Company  had  previously  accrued on account
thereof. There was no similar tax adjustment recorded in 2002.

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

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

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

The  Company's  subsidiaries  have  line-of-credit   arrangements  with  several
financial  institutions  collateralized  by  various  assets  which,  based upon
collateral  availability,  amounted to an aggregate  borrowing  availability  of
$37.6 million at April 30, 2003 against which $13.7 million was borrowed.

                                       10
<PAGE>

In April 2002,  Kable entered into a loan  agreement with a bank for a revolving
line-of-credit  which  allowed  Kable to borrow up to $20  million  based upon a
prescribed percentage of eligible accounts receivable,  as defined. During April
2003,  this line of credit was  increased  to $30.0  million to  facilitate  the
acquisition of the subscription fulfillment business in Colorado described above
and to support its expanded  operations.  At April 30, 2003, Kable had borrowing
availability  of $27.4  million  under this line of credit  against  which $10.6
million was outstanding.  This line-of-credit bears interest at the bank's prime
rate  (4.25%  at  April  30,  2002)  plus  0.75%,  and  is   collateralized   by
substantially  all of  Kable's  assets.  The  credit  arrangement  requires  the
maintenance or achievement of certain  financial  covenants and contains certain
financial  restrictions,  the most  significant  of which  limit  the  amount of
dividends and other  repayments that may be made by Kable to its parent or other
affiliates,  as well as capital expenditures and other borrowings.  This line of
credit matures May 1, 2005 at which time the bank is to be paid all amounts then
borrowed thereunder.

Other  line-of-credit  borrowings  are used  principally  to support real estate
development in New Mexico. 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,  2003,   real  estate   operations  had
lines-of-credit  totaling  $15.2  million and  borrowing  availability  of $10.2
million against which $3.1 million was outstanding.

Notes payable outstanding,  including the lines-of-credit  discussed above, were
$18.4  million at April 30, 2003  compared to $16.6  million at April 30,  2002.
Real estate loans  decreased from $8.1 million at April 30, 2002 to $4.7 million
at April 30, 2003 as the result of the  repayment of  borrowings  utilizing  the
proceeds from certain land sales. Kable's borrowings increased from $8.5 million
at April 30, 2002 to $13.7 million at April 30, 2003  principally as a result of
the use of the line for the acquisition of the Colorado subscription fulfillment
business described above.

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

Inventories  amounted  to $63.1  million  at April 30,  2003  compared  to $62.3
million at April 30, 2002.  Inventories in the Company's core real estate market
of Rio Rancho were  approximately  $56.7 and $55.4 million at April 30, 2003 and
2002,  respectively,  with the balance  principally  consisting of properties in
Colorado and Florida.

Receivables  from magazine  operations  increased  from $34.8 million in 2002 to
$36.5 million in 2003, principally as a result of the receivables resulting from
revenues  earned  after  the  acquisition  date  of  the  Colorado  subscription
fulfillment  business.  Accounts  payable  increased  by $4.0  million  due to a
combination of factors,  including the assumption of certain liabilities as part
of the purchase price of the subscription fulfillment business described above.

The Company has a defined benefit retirement plan which covers substantially all
employees.  At April  30,  2003,  the fair  value of the  assets of the plan was
approximately   $22.4   million,   and  the   accumulated   plan  liability  was
approximately $29.5 million.  Accordingly,  the Company was required to record a
reserve of approximately $3.0 million against a prepaid pension amount which had
been  recorded in prior years and to charge "Other  Comprehensive  Loss" for the
amount of the  unfunded  pension  liability  of $7.1  million,  net of a related
deferred  tax  benefit.  As a  result,  a net  charge to  Comprehensive  Loss of
approximately  $6.0 million was recorded in 2003.  In  addition,  the  Company's
actuary has advised that a contribution to the plan will be required in 2004 for
the plan year ended December 31, 2003; while the actuarial valuation has not yet
been completed,  it is estimated that the  contribution  could  approximate $1.5
million.  An additional  contribution  will likely be required for the plan year
ended December 31, 2004.

Magazine   distribution  services  contracts  between  Kable  and  a  number  of
publishing  companies  owned or controlled by a major  shareholder and member of
the Board of Directors of the Company,  which accounted for  approximately 4% of
the Company's  revenues in 2003,  were  scheduled to expire August 1, 2003.  The
parties have agreed to an extension of these contracts  through November 1, 2003
under terms that provide for higher  payments to the  publishing  companies than
previously  pertained  but which are at terms no less  favorable  to Kable  than
would be obtained in a comparable arm's length  transaction with an unaffiliated
publisher having the same volume of business. Efforts are being made by Kable to

                                       11
<PAGE>

renew the  contracts for a longer term and to include  additional  magazines for
which Kable  presently is not the  distributor.  If Kable is successful in these
efforts,  which  cannot be assured,  the results  likely  will  involve  similar
increased payments to the publishing  companies,  which the Company  anticipates
would partly be offset by revenue  increases from expected  higher  distribution
volumes and prices.  However, if these efforts are not successful,  it is likely
that the adverse impact on the Company's operating results would be material.

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

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

During 2003, Kable purchased  substantially  all of the assets of a subscription
fulfillment  business  formerly owed by Electronic Data Systems  Corporation and
various  affiliates.  The purchase price for the assets was approximately  $10.0
million,  and  consisted of $6.5 million of cash and the  assumption  of certain
liabilities.  The cash portion of the purchase price was financed from available
borrowing capacity under Kable's line of credit bank arrangement,  which line of
credit was  increased  from $20  million to $30 million in  connection  with the
acquisition.

The Company has a contract  for the sale for its  utility  subsidiary  which was
scheduled  to close  during  fiscal 2003 but has been delayed as a result of the
regulatory  approval process. No material gain or loss is expected upon the sale
of this  asset,  which is  included in Assets Held for Sale - Net on the balance
sheet and in Other  operations  on the income  statement.  There is no assurance
that this sale will be concluded.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards No. 141, "Business  Combinations" ("SFAS No.
141") and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142").
SFAS No. 141  requires the purchase  method of  accounting  be used for business
combinations  initiated after June 30, 2001 and prohibits the use of the pooling
of interests  method.  In April 2003,  Kable acquired  substantially  all of the
assets of a subscription  fulfillment business formerly owned by Electronic Data
Systems  Corporation,  and allocated the purchase price in accordance  with SFAS
No. 141. SFAS No. 142 changes the accounting  for goodwill from an  amortization
method  to an  impairment  approach,  which  compares  the  carrying  value of a
business (including  goodwill) with its fair value. The Company adopted SFAS No.
142 in the  first  quarter  of  fiscal  2003,  and  there  was no  effect on the
financial position or results of operations of the Company.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of  Long-Lived  Assets"  ("SFAS No. 144"),  which,  among other things,
requires that  long-lived  assets be reviewed for impairment  whenever there are
changes in events or circumstances  that indicate that the carrying amount of an
asset may not be  recoverable.  The  Company  adopted  SFAS No. 144 in the first
quarter of fiscal 2003,  and there was no effect on the  consolidated  financial
statements.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities"  ("SFAS  No.  146")  which  requires  that a
liability for a cost associated with an exit or disposal  activity be recognized
when a liability is incurred.  The Company adopted SFAS 146 effective January 1,
2003,  and it is effective  for exit or disposal  activities  that are initiated
after  December  31,  2002.  The Company did not  initiate  any exit or disposal
activities during fiscal 2003.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition  and  Disclosure"  ("SFAS No.  148"),  which  amends the
transition and disclosure  provisions of SFAS No. 123. The Company  accounts for
stock-based  awards to employees and directors  using the intrinsic value method
in accordance with APB Opinion No. 25; accordingly,  no compensation expense has
been  recognized  with  respect  to the  directors'  stock  option  plan  in the
financial statements. Further, the amount of additional compensation disclosable
under the disclosure-only  provisions of SFAS No. 123 as amended by SFAS No. 148
is immaterial for all periods presented.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for Guarantees of  Indebtedness  of Others" ("FIN
45"). The Company adopted the disclosure provisions of FIN 45 during 2003, which
require increased disclosure of guarantees, including those for which likelihood
of payment is remote.  In the normal  course of  business,  the Company does not
issue  guarantees to third parties;  accordingly,  the adoption of FIN 45 had no
effect on the Company's consolidated financial statements.

                                       12
<PAGE>

In January 2003,  the FASB issued FIN 46,  "Consolidation  of Variable  Interest
Entities"  ("FIN 46").  FIN 46 requires  the Company to  consolidate  a variable
interest  entity if it is  subject  to a  majority  of the risk of loss from the
variable  interest  entity's  activities or is entitled to receive a majority of
the entity's residual returns,  or both. The Company does not currently have any
interests in variable  interest entities and,  accordingly,  does not expect the
adoption  of FIN 46 to have a  material  impact  on its  consolidated  financial
statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of Both  Liabilities  and Equity" ("SFAS No.
150").  SFAS No. 150  establishes  standards  for how an issuer  classifies  and
measures in its balance sheet certain financial instruments with characteristics
of both  liabilities  and equity.  It is effective for the Company in the second
quarter of fiscal 2004 but,  because the Company  currently  has no  instruments
falling  under the  provisions  of SFAS No.  150,  it is not  expected to have a
material impact on the Company's consolidated financial statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------

The Company  prepares its financial  statements in  conformity  with  accounting
principles  generally  accepted  in the United  States of  America.  The Company
discloses  its  significant  accounting  policies  in the  notes to its  audited
consolidated financial statements.

The  preparation  of  such  financial  statements  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
those  financial  statements  and the reported  amounts of revenues and expenses
during  the  reporting  period.  Following  are  some  of  the  areas  requiring
significant  judgments and estimates:  (i) revenue  recognition for the magazine
distribution   business/estimates  of  allowances  for  magazine  returns;  (ii)
allowances for bad debts; (iii) land development  budgets and costs to complete;
(iv) cash flow and valuation assumptions in performing asset impairment tests of
long-lived  assets and assets held for sale; (v) pension plan  information;  and
(vi) legal contingencies. Actual results could differ from those estimates.

There are numerous critical  assumptions that may influence accounting estimates
in  these  and  other  areas.  Management  bases  its  critical  assumptions  on
historical  experience,  third-party  data and various other estimates which are
believed to be reasonable. Certain of the more critical assumptions include: (i)
distribution  revenues  represent  commissions  earned from the  distribution of
publications  for  client   publishers  which  are  recorded  at  the  time  the
publications  go on sale and  which  are  generally  sold on a fully  returnable
basis.  Accordingly,  management  provides for  estimated  returns by charges to
income  which  are  determined  on an  issue  by  issue  basis  utilizing  sales
information and other relevant data, including publisher and like-title history;
(ii) management  determines the allowance for doubtful accounts by attempting to
identify  troubled  accounts by analyzing the credit risk of specific  customers
and by using historical  experience  applied to the aging of accounts and, where
appropriate  within the real estate business,  by reviewing any collateral which
may  secure a  receivable;  (iii) real  estate  development  costs are  incurred
throughout the life of a project,  and the costs of initial sales from a project
frequently  must  include a portion  of costs that have been  budgeted  based on
engineering  estimates  or  other  studies,  but not yet  incurred:  (iv)  asset
impairment  determinations  (including  that of  goodwill)  are  based  upon the
intended  use of assets  and  expected  future  cash  flows;  (v)  pension  plan
accounting  and  disclosure is based upon numerous  assumptions  and  estimates,
including the expected rate of investment return on retirement plan assets,  the
interest rate used to determine the present value of  liabilities  (the discount
rate), the rate of salary  increases for employees and certain  employee-related
factors, such as turnover, retirement age and mortality; and (vi) the Company is
currently  involved in one legal  proceeding which is described in Item 3 of the
Form 10-K, and several other routine matters.  The legal proceeding described in
Item 3 is still  in an  early  stage,  and it is not  expected  to come to trial
before fiscal 2005. It is possible that the consolidated  financial  position or
results of  operations  for any  particular  quarterly or annual period could be
materially  affected  by  a  change  in  assumptions  or  the  effectiveness  of
strategies related to these proceedings.

SEGMENT INFORMATION
-------------------

Information  by industry  segment is  presented  in Note 14 to the  consolidated
financial statements. This information has been prepared in accordance with SFAS
No. 131,  "Disclosures about Segments of an Enterprise and Related Disclosures",
which  requires  that  industry  segment  information  be  prepared  in a manner

                                       13
<PAGE>

consistent  with the  manner in which  financial  information  is  prepared  and
evaluated by management for making operating decisions.  A number of assumptions
and  estimations are required to be made in the  determination  of segment data,
including  the need to make  certain  allocations  of common  costs and expenses
among  segments.  On an annual  basis,  management  has evaluated the basis upon
which costs are allocated,  and has periodically made revisions to these methods
of  allocation.   Accordingly,   the  determination  of  "pretax  income  (loss)
contribution"  of each  segment  as  summarized  in Note 14 to the  consolidated
financial  statements  is  presented  for  informational  purposes,  and  is not
necessarily the amount that would be reported if the segment were an independent
company.

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  sales 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 rates have been at  historically  low levels and other price  increases
have been  commensurate  with the general  rate of  inflation  in the  Company's
markets,  and as a result the Company has not found the  inflation  risk to be a
significant problem in its real estate or magazine operations.

Item 7(A). Quantitative and Qualitative Disclosures About Market Risk
---------  ----------------------------------------------------------

The  primary  market  risk  facing  the  Company  is  interest  rate risk on its
long-term  debt. The Company does not hedge  interest rate risk using  financial
instruments. The Company is also subject to foreign currency risk, but this risk
is not  material.  The  following  table  sets  forth as of April  30,  2003 the
Company's long term debt  obligations by scheduled  maturity,  weighted  average
interest rate and estimated Fair Market Value ("FMV") (amounts in thousands):




                      2004   2005   2006   2007   2008   There-           FMV @
                                                         after    Total 04/30/03
                      ----   ----   ----   ----   ----   -----    -----  -------
Fixed rate debt      $1,150 $1,110 $ 976   $360  $ 172   $ 954   $4,722  $ 5,080

Weighted average
   interest rate       6.3%   6.2%   6.2%   6.8%   7.9%    7.9%     6.7%       -

Variable rate debt   $2,974 $  169 $10,562 $  -  $   -   $   -   $13,705 $13,705

Weighted average
   interest rate       4.3%   4.3%   5.0%     -      -       -      4.8%       -





                                       14
<PAGE>

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

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

To the Shareholders
AMREP Corporation
New York, New York

We  have  audited  the  accompanying   consolidated   balance  sheets  of  AMREP
Corporation  and  subsidiaries  as of April  30,  2003 and 2002 and the  related
consolidated  statements of income,  shareholders' equity and cash flows for the
years then ended. 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.  The  consolidated   financial   statements  of  AMREP  Corporation  and
subsidiaries  for the year ended April 30, 2001 were  audited by other  auditors
whose report,  dated August 13, 2001,  expressed an unqualified opinion on those
statements.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of AMREP Corporation
and  subsidiaries  as of  April  30,  2003 and  2002  and the  results  of their
operations  and their cash flows for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

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



McGladrey & Pullen, LLP

Davenport, Iowa
June 13, 2003



                                       15
<PAGE>


Note: The Report of Independent  Public  Accountants that follows is a copy of a
previously issued Report of Arthur Andersen LLP, Independent Public Accountants,
and it has not been reissued by Arthur  Andersen LLP. This Report was filed with
the Form 10-K/A  (Amendment No. 1) of AMREP Corporation for the year ended April
30, 2001,  and the consent of Arthur  Andersen LLP,  dated August 13, 2001,  was
filed as an exhibit to the Form 10-K/A,  consenting to the incorporation of this
Report  in the  previously  filed  Registration  Statements  of  Form  S-8  nos.
33-67114,  33-67116 and  333-17695.  The  Registrant has been unable to obtain a
reissued  Report of Arthur  Andersen  LLP or a  currently  dated  consent to the
incorporation  of this previously  issued Report of Arthur Andersen LLP into the
Registration  Statements  on  Form  S-8.  While  the  extent  of  any  resulting
limitations on recovery by investors is unclear,  the lack of a currently  dated
consent could limit the time within which any such actions by investors  against
Arthur Andersen LLP for  liabilities  arising under Section 11 of the Securities
Act of 1933 must be brought.



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



To AMREP Corporation:


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

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

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

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


                                                             ARTHUR ANDERSEN LLP

Albuquerque, New Mexico
August 13, 2001


                                       16
<PAGE>

                       AMREP CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             APRIL 30, 2003 AND 2002
                          (Dollar amounts in thousands)

                    ASSETS                         2003               2002
                    ------                      -----------       -----------

CASH AND CASH EQUIVALENTS                       $   16,443        $   15,744

RECEIVABLES, net:
   Magazine  operations                             36,464            34,849
   Real estate operations                            5,830             6,630
                                                -----------       -----------
                                                    42,294            41,479

REAL ESTATE INVENTORY                               63,084            62,296

PROPERTY, PLANT AND EQUIPMENT, net                  16,614             9,890

ASSETS HELD FOR SALE- NET                            5,819             5,853

OTHER ASSETS, net of accumulated amortization        9,901             9,235

GOODWILL                                             5,191             5,191
                                                ------------      -----------

    TOTAL ASSETS                                $  159,346        $  149,688
                                                ============      ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
ACCOUNTS PAYABLE AND ACCRUED EXPENSES           $   37,897        $   33,867

NOTES PAYABLE:
   Amounts due within one year                       4,124             3,383
   Amounts subsequently due                         14,303            13,236
                                                ------------      ------------
                                                    18,427            16,619

TAXES PAYABLE                                          605             1,127

DEFERRED INCOME TAXES                                1,506             4,596

ACCRUED PENSION COST                                 7,083                 -
                                                ------------      ------------

     TOTAL LIABILITIES                              65,518            56,209
                                                ------------      ------------

SHAREHOLDERS' EQUITY:
   Common stock, $.10 par value;
     shares authorized--20,000,000;
     shares issued -  7,406,704 at
     April 30, 2003 and 7,399,704
     at April 30, 2002                                 741               740
   Capital contributed in excess of par value       44,992            44,935
   Retained earnings                                59,786            53,513
   Accumulated other comprehensive loss, net       ( 6,034)                -
   Treasury stock, at cost                         ( 5,657)          ( 5,709)
                                                ------------      ------------
    TOTAL SHAREHOLDERS' EQUITY                      93,828            93,479
                                                ------------      ------------
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $  159,346        $  149,688
                                                ============      ============

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

                                       17
<PAGE>

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

                                                        Year Ended April 30,
                                            ----------------------------------------------
<S>                                        <C>              <C>              <C>
                                               2003             2002             2001
                                           -------------    -------------    -------------

   REVENUES:
      Magazine operations                  $     54,058     $     49,248     $     48,570

      Real estate operations-
        Land sales                               15,965           30,228           16,386
        Home  sales                                  -               635            4,611
                                           -------------    -------------    -------------
                                                 15,965           30,863           20,997

      Interest and other operations               3,768            3,294            3,642
                                           -------------    -------------    -------------
                                                 73,791           83,405           73,209
                                           -------------    -------------    -------------
   COSTS AND EXPENSES:
      Operating expenses-
        Magazine operations                      42,527           38,643           41,128
        Real estate commissions and selling         836              978            1,218
        Other operations                          2,548            2,635            2,836
      Real estate cost of sales-
        Land sales                                7,365           22,894            9,588
        Home  sales                                  -               704            6,083
      General and administrative-
         Magazine operations                      6,962            6,914            6,934
        Real estate operations and corporate      3,114            3,209            4,121
      Interest, net                                 582            1,265            2,771
                                           -------------    -------------    -------------
                                                 63,934           77,242           74,679
                                           -------------    -------------    -------------

   INCOME (LOSS) BEFORE INCOME TAXES              9,857            6,163           (1,470)

   PROVISION (BENEFIT) FOR INCOME TAXES           3,584            2,465           (4,027)
                                           -------------    -------------    -------------

   NET INCOME                              $      6,273     $      3,698     $      2,557
                                           =============    =============    ==============

   EARNINGS PER SHARE - BASIC AND DILUTED  $        .95     $        .56     $        .38

                                           =============    =============    ==============

   WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING                          6,580            6,574            6,681
                                           =============    =============    ==============

       The accompanying notes to consolidated financial statements are an
                 integral part of these consolidated statements.
</TABLE>



                                       18
<PAGE>

<TABLE>

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



                                                             Capital
                                                           Contributed              Accumulated
                                            Common Stock    In Excess                  Other          Treasury
                                            ------------       of         Retained  Comprehensive     Stock, at
                                           Shares  Amount   Par Value     Earnings      Loss             Cost       Total
                                           ------  ------  ------------   --------  -------------    -----------   -----------

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



BALANCE, April 30, 2000                     7,399  $  740  $    44,930    $ 47,258   $       -       $     (947)  $   91,981

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

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

   Exercise of stock options                    1       -            5           -           -                -            5
                                           ------  ------  ------------   --------  -------------    -----------   -----------

BALANCE, April 30, 2001                     7,400     740       44,935      49,815           -           (5,709)      89,781

   Net income                                   -       -            -       3,698           -                -        3,698
                                           ------  ------  ------------   --------  -------------    -----------   -----------

BALANCE, April 30, 2002                     7,400     740        44,935     53,513           -           (5,709)      93,479

    Net income                                  -       -             -      6,273           -                -        6,273

    Other comprehensive loss                    -       -             -          -      (6,034)               -       (6,034)
                                                                                                                   -----------
    Total comprehensive income                  -       -             -          -           -                -          239
                                                                                                                   -----------
    Issuance of stock under
     Directors' Plan                            -       -            14          -           -               52           66

    Exercise of stock options                   7       1            43          -           -                -           44
                                           ------  ------  ------------   --------  -------------    -----------   -----------
BALANCE, April 30, 2003                     7,407  $  741  $     44,992   $ 59,786   $  (6,034)      $   (5,657)   $  93,828
                                           ======  ======  ============   ========  =============    ===========   ===========



       The accompanying notes to consolidated financial statements are an
                 integral part of these consolidated statements.
</TABLE>



                                       19
<PAGE>
<TABLE>


                       AMREP CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
<S>                                                         <C>          <C>         <C>
                                                                      Year Ended April 30,
                                                            ------------------------------------
                                                               2003         2002        2001
                                                            ----------   ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                               $   6,273    $   3,698   $   2,557
   Adjustments to reconcile net income
     to net cash provided by operating activities-
     Depreciation and amortization                              3,071        2,691       3,033
     Non-cash credits and charges:
       Gain on disposition of property and equipment             (109)           -        (211)
       Provision for doubtful accounts                            237          491       2,265
       Impairment of long-lived assets                              -            -       2,256
       Pension benefit accrual                                    160         (511)       (603)
       Stock based compensation - Directors' Plan                  66            -           -
     Changes in assets and liabilities,
       excluding the effect of acquisition-
       Receivables                                             (1,024)       2,465       7,606
       Real estate inventory                                     (788)      11,051      (2,085)
       Other assets                                              (246)       1,527        (634)
       Accounts payable and accrued expenses                   (1,112)       6,685       1,406
       Taxes payable                                             (522)        (468)     (3,402)
       Deferred income taxes                                      933        2,714        (745)
                                                            ----------   ----------  ----------
         Net cash provided by operating activities              6,939       30,343      11,443
                                                            ----------   ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                        (1,916)      (2,899)     (2,045)
   Proceeds from disposition of property, plant and equipment     404            -       1,017
   Acquisition, net                                            (6,580)           -           -
                                                            ----------   ----------  ----------
         Net cash used by investing activities                 (8,092)      (2,899)     (1,028)
                                                            ----------   ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing                                28,098       14,582      24,843
   Principal debt payments                                    (26,290)     (42,223)    (27,494)
   Exercise of stock options                                       44            -           5
   Purchase of treasury stock                                       -            -      (4,762)
                                                              ----------   ----------  ----------
         Net cash Provided (used) by financing activities       1,852      (27,641)     (7,408)
                                                              ----------   ----------  ----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  699         (197)      3,007
CASH AND CASH EQUIVALENTS, beginning of year                   15,744       15,941      12,934
                                                             ----------   ----------  ----------
CASH AND CASH EQUIVALENTS, end of year                       $ 16,443     $ 15,744    $ 15,941
                                                             ==========   ==========  ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid - net of amounts capitalized                $    918     $  2,281    $  4,354
                                                             ==========   ==========  ==========
   Income taxes paid - net of refunds                        $  2,450     $    219    $    100
                                                             ==========   ==========  ==========
   Non-Cash Transaction
     Transfer to Inventory from Fixed Assets                 $      -     $      -    $    317
                                                             ==========   ==========  ==========
</TABLE>


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





                                       20
<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,  (collectively,  "magazine  operations"),  and AMREP  Southwest Inc.
operates  predominately in the real estate industry,  principally in New Mexico.
All significant  intercompany  accounts and transactions have been eliminated in
consolidation.

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

    Revenue recognition
    -------------------
Revenues from magazine  operations  include  revenues from the  distribution  of
periodicals  and  subscription  fulfillment and other  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 customer telephone support,
product fulfillment,  and graphic arts and lettershop services, all of which are
billed and earned as the services are  provided.  In  accordance  with  Emerging
Issues  Task Force  Issue No.  99-19,  "Reporting  Revenue  Gross as a Principal
versus Net as an Agent",  reimbursed  postage  costs are  accounted for on a net
basis.

Land sales are recognized when all elements of Statement of Financial Accounting
Standards  ("SFAS")  No. 66,  "Accounting  for Sales of Real  Estate",  are met,
including  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 are recognized when title and other  attributes of ownership have
been conveyed to the buyer by means of a closing.

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

    Receivables
    -----------
Receivables  are carried at original  invoice or closing  statement  amount less
estimates  made  for  doubtful  receivables  and,  in the  case of  distribution
receivables,  return  allowances.   Management  determines  the  allowances  for
doubtful  accounts by reviewing and identifying  troubled  accounts on a monthly
basis and by using  historical  experience  applied to an aging of  accounts.  A
receivable is considered to be past due if any portion of the receivable balance

                                       21
<PAGE>

is outstanding  for more than 90 days.  Receivables  are written off when deemed
uncollectible.  Recoveries of  receivables  previously  written off are recorded
when received.  Management  determines the estimated returns for magazines on an
issue by issue basis utilizing  historical sales  information and other relevant
information, including publisher and like-title history.

    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.

    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  generally  are 10 years or less for  furniture  and  fixtures  (including
equipment)  and 25 to 40 years for buildings.  Assets  utilized in the Company's
utility company  subsidiary,  which is under contract for sale and classified as
"Assets Held for Sale-Net", are generally depreciated over 50 years.

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

Effective May 1, 2002, the Company  adopted  Financial  Accounting  Standard No.
142,  "Goodwill and Other  Intangible  Assets" ("SFAS No. 142").  Under SFAS No.
142,  goodwill  and  intangible  assets  with an  indefinite  life are no longer
subject to amortization.  SFAS No.142 requires that these assets be reviewed for
impairment at least annually.  An impairment  charge is recognized only when the
calculated fair value of a reporting unit, including goodwill,  is less than its
carrying  amount.  Based on a review  completed  in October  2002,  the  Company
believes  that no goodwill  impairment  existed at April 30, 2003. In accordance
with SFAS No. 142, the Company will complete an impairment analysis on an annual
basis.

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

    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.


                                       22
<PAGE>

    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  SFAS  No.  123,  "Accounting  for  Stock-Based
Compensation"  (see Note 8).  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.

    Comprehensive income (loss)
    ---------------------------
Comprehensive  income  (loss) is defined as the change in equity during a period
from transactions and other events from non-owner sources.  Comprehensive income
(loss) is the total of net income and other comprehensive  income (loss),  which
for the Company is comprised  entirely of the minimum  pension  liability net of
the related deferred income taxes.

    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,  pension plan assumptions and legal contingencies.  Actual
results could differ from those estimates.

    Recent accounting pronouncements
    --------------------------------

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards No. 141, "Business  Combinations" ("SFAS No.
141") and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142").
SFAS No. 141  requires the purchase  method of  accounting  be used for business
combinations  initiated after June 30, 2001 and prohibits the use of the pooling
of interest  method.  SFAS No. 142  changes the  accounting for goodwill from an
amortization method to an impairment approach.  The impairment test compares the
fair value of a business  with its carrying  amount  (including  goodwill).  The
Company  adopted SFAS No. 142 in the first quarter of fiscal 2003, and there was
no effect on the financial position or results of operations of the Company.


In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of  Long-Lived  Assets"  ("SFAS No.  144").  SFAS No. 144 requires that
long-lived  assets be  reviewed  for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  It also  requires  companies  to  separately  report  discontinued
operations  and extends  that  reporting to a component of an entity that either
has been disposed of or is classified as held for sale. Assets to be disposed of
are  reported  at the lower of the  carrying  amount or fair value less costs to
sell. The Company  adopted SFAS No. 144 in the first quarter of fiscal 2003, and
there was no effect on the consolidated financial statements.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities"  ("SFAS No. 146") which is effective for exit
or disposal  activities  initiated  after December 31, 2002.  SFAS No. 146, once
adopted,  updates the guidance in the Emerging  Issues Task Force ("EITF") Issue
No. 94-3.  SFAS No. 146 requires that a liability for a cost  associated with an
exit or disposal activity be recognized when the liability is incurred,  whereas
EITF No. 94-3 had allowed for  recognition  of the  liability at the  commitment
date to an exit plan. The Company adopted SFAS No. 146 effective January 1, 2003
and it is effective for exit or disposal  activities  that are  initiated  after
December 31, 2002. The Company did not initiate any exit or disposal  activities
during 2003.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  -Transition and Disclosure"  ("SFAS No. 148"). SFAS No. 148 amends
the transition and disclosure  provisions of SFAS No. 123. The Company  accounts
for  stock-based  awards to employees  and directors  using the intrinsic  value
method in accordance  with APB Opinion No. 25,  "Accounting  for Stock Issued to

                                       23
<PAGE>

Employees".  Accordingly,  no  compensation  expense  has been  recognized  with
respect to the stock  option plans in the  financial  statements.  Further,  the
amount  of  additional   compensation   disclosable  under  the  disclosure-only
provisions  of SFAS No. 123 as amended  by SFAS No.  148 is  immaterial  for all
periods presented.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity" ("SFAS No.
150").  SFAS No. 150  establishes  standards  for how an issuer  classifies  and
measures in its balance sheet certain financial instruments with characteristics
of both  liabilities  and equity.  It is effective for the Company in the second
quarter of 2004, but because the Company does not currently have any instruments
falling  under the  provisions  of SFAS No. 150,  it is not  expected to have an
impact on the Company's consolidated financial statements.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Indebtedness   of  Others"  ("FIN  45").  The  Company  adopted  the  disclosure
provisions  of FIN  45  during  2003,  which  require  increased  disclosure  of
guarantees,  including those for which  likelihood of payment is remote.  In the
normal  course of  business,  the  Company  does not issue  guarantees  to third
parties;  accordingly,  this  interpretation  had no  effect  on  the  Company's
consolidated financial statements.

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest Entities"  an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
addresses  consolidation  by business  enterprises  of entities in which  equity
investors do not have the characteristics of a controlling financial interest or
do not have  sufficient  equity at risk for the entity to finance its activities
without  additional  subordinated  financial  support  form other  parties.  The
Company has no arrangements that would be subject to this interpretation.

(2) ACQUISITION:
    -----------
On April 15, 2003, the Company acquired  certain tangible and intangible  assets
and  assumed  certain  liabilities  constituting  the  subscription  fulfillment
business  of  Electronic  Data  Systems  Corporation  and  various  subsidiaries
("Business") in order to expand its fulfillment  operations.  The purchase price
for these assets was  approximately  $10.0 million and consisted of cash and the
assumption of certain  customer  deposit  liabilities.  The transaction has been
accounted  for as a purchase,  and the results of  operations  since the date of
acquisition are included in the consolidated  financial statements.  The payment
of the cash portion of the purchase price and related  acquisition  expenses was
financed from available cash and borrowings  under the Company's  collateralized
credit line. In connection with the acquisition,  that credit line was increased
from $20.0 million to $30.0 million,  subject to available  collateral (see Note
7).

The  following  unaudited  pro forma  information  reflects  the  results of the
Company's operations as if the acquisition had occurred at the beginning of 2002
(in thousands, except per share data):

                                                Year Ended April 30,
                                         ------------------------------------
Pro forma:                                      2003                2002
                                         ----------------    ----------------

Revenue                                  $       148,688     $       187,360
Net income                                         9,426              12,944
Earnings per share- basic and diluted    $          1.43     $          1.97


Because of known  customer  losses of the Business  that  occurred  prior to the
acquisition,  it is  anticipated  that  the  revenues  and net  income  from the
acquired  Business  for the year  ended  April 30,  2004  will be  substantially
reduced from historical  levels.  Accordingly,  these pro-forma  results are not
necessarily an indication of what may be expected to occur in future periods.

The purchase  price has been allocated to the acquired net assets based upon the
preliminary  estimates  of an  appraisal  which is not yet  complete  and  other
studies. The preliminary purchase price allocation is as follows (in thousands):
Property,  plant and equipment - $7,486; Other assets - $4,296; Accrued expenses
- $5,202; Total cash price - $6,580.

                                       24
<PAGE>


(3) RECEIVABLES:
    -----------
Receivables consist of:                                April 30,
                                           -------------------------------------
                                                 2003                 2002
                                           ----------------    -----------------
                                                        (Thousands)
Magazine operations-
   Accounts receivable (maturing
        within one year)                   $      102,275      $       92,760
   Allowances for-
     Estimated returns                            (64,419)            (56,803)
     Doubtful accounts                             (1,392)             (1,108)
                                           ----------------    -----------------
                                           $       36,464      $       34,849
                                           ================    =================

Real estate operations-
   Mortgage and other receivables          $        6,110      $        6,883
   Allowance for doubtful accounts                   (280)               (253)
                                           ----------------    -----------------
                                           $        5,830      $        6,630
                                           ================    =================

Mortgage and other receivables bear interest at rates ranging from 8.0% to 10.0%
and  result  primarily  from  land  sales.   Magazine   operations   receivables
collateralize  a  general  purpose  line-of-credit  utilized  for  the  magazine
operations (see Note 7).

The Company extends credit to various  companies in the real estate and magazine
operation  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, 2003  approximately  55% of Kable's accounts  receivable were due from
three customers.

Kable  performs  fulfillment  services  and  purchases  magazines  for resale to
wholesalers from publishing companies owned or controlled by a major shareholder
and member of the Board of Directors.  Commissions  and other revenues earned on
these  transactions  represent  approximately  4%,  3%  and  3% of  consolidated
revenues in 2003, 2002 and 2001, respectively.

Maturities  of  principal  on real estate  receivables  at April 30, 2003 are as
follows (in thousands):  2004 - $3,967;  2005 - $1,574;  2006 - $358; 2007 - $3;
2008 - $15; 2009 and thereafter - $193.

(4) REAL ESTATE INVENTORY:
    ---------------------
Real  estate  inventory  consists  of land  and  improvements  held  for sale or
development.  Accumulated  capitalized  interest  costs  included in real estate
inventory  at April 30,  2003 and 2002 were (in  thousands)  $4,192 and  $4,017,
respectively.  Interest costs capitalized  during 2003, 2002 and 2001 were $287,
$767  and  $1,533,  respectively.  Accumulated  capitalized  real  estate  taxes
included in the  inventory of land and  improvements  at April 30, 2003 and 2002
were $5,049 and $5,184, respectively. Real estate taxes capitalized during 2003,
2002 and 2001  were  $72,  $72 and $425,  respectively.  Previously  capitalized
interest  costs and real estate taxes  charged to real estate cost of sales were
$319, $2,103 and $775 in 2003, 2002 and 2001, respectively.

During  2001,  the Company  determined  that  certain  real  estate  assets were
impaired  primarily due to conditions  associated with the restructuring of real
estate operations. The Company recognized an impairment for long-lived assets of
approximately  $1.75 million and charged real estate cost of sales based upon an
estimate of the future cash flows to be generated  by those  assets  compared to
the remaining carrying value of those assets.

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.

                                       25
<PAGE>


(5) PROPERTY, PLANT AND EQUIPMENT:
    -----------------------------
Property, plant and equipment consists of:
<TABLE>
                                                                April 30,
                                                    ---------------------------------
                                                        2003               2002
<S>                                                 <C>               <C>
                                                    --------------    ---------------
                                                               (Thousands)

Land, buildings and improvements                    $      9,411      $      9,574
Furniture and fixtures                                    22,911            14,663
Other                                                        132               152
                                                    --------------    ---------------
                                                          32,454            24,389
Accumulated depreciation and
   amortization                                          (15,840)          (14,499)
                                                    --------------    ---------------
                                                    $     16,614      $      9,890
                                                    ==============    ===============
</TABLE>


The  Company  has a  contract  for sale for its  utility  subsidiary  which  was
scheduled to close  during  fiscal  2003.  The closing has been delayed  pending
completion  of  the  regulatory  approval  process  and  satisfaction  of  other
conditions.  The closing is now scheduled during fiscal 2004, however,  there is
no  assurance  that the sale  will be  concluded.  No  material  gain or loss is
expected upon the sale of this asset,  which is included in Assets Held for Sale
- Net on the balance sheet and in Other operations on the income  statement.  At
April 30, 2003 and 2002,  Assets Held for Sale - Net  consists of the  following
(in  thousands):  Accounts  receivable  ($140  and  $168),  Property,  plant and
equipment  ($5,873 and $5,571) and Other assets ($10 and $258),  net of accounts
payable and accrued expenses ($204 and $144), respectively.

During  2001,  the  Company  provided an  impairment  reserve of $.5 million and
charged costs and expenses - other operations for the estimated loss on the sale
of  property,  plant and  equipment  utilized in the  operations  of the utility
subsidiary.

Depreciation charged to operations amounted to (in thousands) $2,081, $1,752 and
$1,807 in 2003, 2002 and 2001, respectively.

(6) OTHER ASSETS:
    ------------
Other assets consist of:
<TABLE>
                                                                April 30,
                                                    ---------------------------------
<S>                                                 <C>               <C>
                                                         2003               2002
                                                    --------------    ---------------
                                                               (Thousands)

Prepaid expenses and other deferred charges, net    $       9,414     $        4,922
Purchased magazine distribution contracts,
   net of accumulated amortization of $4,172 and
   $3,744 in 2003 and 2002, respectively                      107                535
Security and other deposits                                   103                379
Prepaid pension (Note 8)                                        -              3,134
Other                                                         277                265
                                                    --------------    ---------------
                                                    $       9,901     $        9,235
                                                    ==============    ===============

Amortization  related to deferred  charges and  distribution  contracts  was (in
thousands) $990, $939 and $1,226 in 2003, 2002 and 2001, respectively.
</TABLE>



                                       26
<PAGE>


(7) DEBT FINANCING:
    --------------
Debt financing consists of:
<TABLE>
                                                                 April 30,
                                                     --------------------------------
<S>                                                  <C>               <C>
                                                          2003               2002
                                                     ------------      --------------
                                                                (Thousands)
Notes payable -
   Line-of-credit borrowings -
     Real estate operations and other                  $ 3,143             $ 5,839
     Magazine operations                                10,562               8,156
   Mortgages and other notes payable                     4,722               2,624
                                                     ------------      --------------
                                                      $ 18,427            $ 16,619
                                                     ============      ==============
</TABLE>


Maturities  of principal on notes  outstanding  at April 30, 2003 are as follows
(in thousands):  2004 - $4,124; 2005 - $1,279; 2006 - $11,538; 2007 - $360; 2008
- $172; 2009 and thereafter - $954.

    Line-of-credit borrowings
    -------------------------
The Company has several  loans with one  financial  institution  to support real
estate  operations.  These  loans  have a  total  maximum  amount  available  of
approximately  $15.2 million subject to a borrowing base determined based upon a
prescribed  percentage of eligible inventory and accounts  receivable.  At April
30, 2003, the Company had borrowing  availability of $10.2 million against which
$3.1  million was  outstanding.  These  borrowings,  which mature in fiscal 2004
through 2006,  bear  interest at the prime rate (4.25% at April 30,  2003),  are
collateralized  by  certain  real  estate  assets  and are  subject  to  certain
financial  performance and other covenants.  The Chief Executive  Officer of the
real estate  subsidiary,  who is also a member of the Board of  Directors of the
Company,  serves  as a  member  of the  board  of  directors  of  the  financial
institution from which these loans were obtained.

In April 2002,  Kable entered into an agreement with a bank for a line of credit
which  allowed the Company to borrow up to $20 million  based upon a  prescribed
percentage of eligible accounts receivable,  as defined. During April 2003, this
line of credit was increased to $30 million in connection  with the  acquisition
of the subscription fulfillment business described in Note 2. At April 30, 2003,
the Company had borrowing  availability of  approximately  $27.4 million against
which $10.6 million was  outstanding.  This line of credit bears interest at the
bank's prime rate (4.25% at April 30, 2003) plus .75%, and is  collateralized by
substantially  all the Company's  assets.  The credit  arrangement  requires the
maintenance or achievement of certain  financial  covenants and contains certain
financial  restrictions,  the most  significant  of which  limit  the  amount of
dividends  and other  payments  that may be made by Kable to its parent or other
affiliates,  as well as capital expenditures and other borrowings.  This line of
credit matures May 1, 2005.

    Mortgages and other notes payable
    ---------------------------------
Mortgages and other notes  payable had interest  rates ranging from 5.19% to 10%
at April 30, 2003,  and are  primarily  collateralized  by  property,  plant and
equipment. These borrowings mature through fiscal 2013.

(8) BENEFIT PLANS:
    -------------
    Retirement plan
    ---------------
The Company has a  retirement  plan which  covers  substantially  all  full-time
employees and which provides  benefits based upon a percentage of the employee's
annual salary.  No contribution to the plan was required in 2003, 2002 and 2001.
Assets are  invested  primarily  in equity and debt  securities,  United  States
Treasury obligations and money market funds.



                                       27
<PAGE>

Net periodic  pension cost (income) for 2003, 2002 and 2001 was comprised of the
following components:
<TABLE>
<CAPTION>

                                                                   Year Ended April 30,
                                                  -------------------------------------------------------
                                                       2003                2002                2001
                                                  ---------------    ------------------    --------------
                                                                        (Thousands)
<S>                                               <C>                <C>                  <C>

Service cost - benefits earned during the
   period                                         $          568     $          556       $          571
Interest cost on projected
   benefit obligation                                      1,804              1,766                1,738
Expected return on assets                                 (2,049)            (2,481)              (2,560)
Amortization of prior service cost                          (352)              (352)                (352)
Recognized net actuarial loss                                189                  -                    -
                                                  ---------------    -----------------    ---------------
Net periodic pension cost (income)                $          160     $         (511)      $         (603)
                                                  ===============    =================    ===============

Assumptions used in determining net periodic pension cost were:

                                                                   Year Ended April 30,
                                                -----------------------------------------------------------
                                                      2003                 2002                 2001
                                                -----------------    -----------------    -----------------

Discount rates                                        6.25%                7.25%                7.5%
Rates of increase in compensation
   levels                                             4.5%                 4.5%                 4.5%
Expected long-term rate of return
   on assets                                          8.0%                 9.0%                 9.0%
</TABLE>

The following  table sets forth changes in the plan's  benefit  obligations  and
assets,  and  summarizes  components  of  amounts  recognized  in the  Company's
consolidated balance sheets:
<TABLE>
<S>                                                   <C>              <C>
                                                                 April 30,
                                                      -------------------------------
                                                            2003             2002

                                                      -------------    --------------
                                                                (Thousands)
Change in benefit obligations:
    Benefit obligation at beginning of year             $ 25,833          $ 24,621
    Service cost (excluding expense component)               447               433
    Interest cost                                          1,804             1,766
    Actuarial  loss                                        3,051               651
    Benefits paid                                         (1,652)           (1,638)
                                                      -------------    --------------
    Benefit obligation at end of year                   $ 29,483          $ 25,833
                                                      =============    ==============



Change in plan assets:
    Fair value of plan assets at beginning of year      $ 26,558          $ 28,411
    Actual return on plan assets                          (2,406)              (98)
    Employer contribution                                      -                 -
    Benefits paid                                         (1,652)           (1,638)
    Expenses                                                (100)            (117)
                                                      -------------    --------------
    Fair value of plan assets at end of year            $ 22,400          $ 26,558
                                                      =============    ==============

Funded status                                           $ (7,083)           $  725
Unrecognized net actuarial loss                           12,036             4,740
Unrecognized prior service cost                           (1,979)           (2,331)
                                                      -------------    --------------
Net amount recognized in the balance sheets             $  2,974          $  3,134
                                                      =============    ==============

Amounts recognized on the balance sheets:
    Prepaid pension asset                               $      -          $  3,134
    Accrued pension costs                                 (7,083)                -
    Pre-tax accumulated comprehensive loss                10,057                 -
                                                      -------------    --------------
                                                        $  2,974          $  3,134
                                                      =============    ==============
</TABLE>


                                       28
<PAGE>

At April 30,  2003,  the fair value of the assets of the plan was  approximately
$22.4  million,  and the  accumulated  plan  liability was  approximately  $29.5
million.  Accordingly,  the Company was required to charge  Other  comprehensive
loss for $10.1  million,  consisting of the unfunded  pension  liability of $7.1
million and a charge against a prepaid pension  recorded in prior years,  net of
$4.0 million of deferred  income taxes. In addition,  the Company's  actuary has
advised  that a  contribution  to the plan will be required in 2004 for the plan
year  ended  December  31,  2003;  while the  actuarial  valuation  has not been
completed, it is estimated that the contribution could approximate $1.5 million.
An  additional  contribution  will  likely be  required  for the plan year ended
December 31, 2004.

    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 (in
thousands) $251, $230 and $252 in 2003, 2002 and 2001, respectively.

    Directors' Stock Plan
    ---------------------
During  2003,  the  Company  adopted  the AMREP  Corporation  2002  Non-Employee
Directors' Stock Plan and reserved 65,000 shares of common stock for issuance to
non-employee directors. Under the Plan each non-employee director receives 1,250
shares  of stock on each  March  15 and  September  15 as  partial  payment  for
services rendered. During 2003, 7,500 shares were issued under this Plan, and an
expense of $66,000 was recorded based upon the fair market value of the stock at
time of issuance.

    Stock option plans
    ------------------
The Company has a  Non-Employee  Directors'  Option Plan which has 34,000 shares
reserved for  issuance at April 30, 2003 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. Under the
Company's  1992 Stock Option Plan,  311,750 shares were reserved for issuance to
officers and other key  employees  at April 30, 2002.  This plan expired on June
30, 2002.

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


                                                                   Year Ended April 30,
                              ------------------------------------------------------------------------------
                                            2003                         2002                        2001
                              ------------------------------- ---------------------------------- -----------
<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                   13,000    $ 5.92      12,000        $ 6.30       12,000     $ 6.27
Granted                                3,000      8.45       3,000          3.95        2,500       5.88
Exercised                             (7,000)     6.53           -                     (1,000)      5.53
Expired or canceled                        -         -      (2,000)         5.19       (1,500)      5.88
                                   ------------          -------------               -----------
Options outstanding at
  end of year                          9,000      6.30      13,000          5.92       12,000       6.30
                                   ============          =============               ===========

Available for grant at
  end of year                         18,000               332,750                    335,750
                                   ============          =============               ============

Options exercisable at
  end of year                          6,000                10,000                      9,500
                                   ============          =============               ============

Range of exercise prices
  for options exercisable
  at end of year                 $3.95 to $7.75         $3.95 to $7.75              $5.19 to $7.75
                                 ==============         ==============              ===============
</TABLE>

                                       29
<PAGE>

Options  outstanding at April 30, 2003 are  exercisable  over a four year period
beginning  one  year  from  date  of  grant.  The  weighted  average   remaining
contractual  life of options  outstanding  at April 30, 2003,  2002 and 2001 are
3.1, 2.5 and 3.1 years, respectively. The weighted average fair value of options
granted during the year was $2.84 in 2003,  $1.36 in 2002 and $1.08 in 2001. 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 2003,  2002 and 2001,  respectively:  expected
volatility of 46%, 46% and 34%, risk-free interest rates of 2.6%, 3.3% and 4.4%,
and expected lives of 3 years.

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


(9) INCOME TAXES:
    ------------
The provision (benefit) for income taxes consists of the following:

                                               Year Ended April 30,
                                     -----------------------------------------
                                         2003          2002           2001
                                     -----------   ------------   ------------
                                                   (Thousands)
Current:
   Federal                           $   2,335     $       (76)   $  (3,290)
   State and local                         316            (173)           8
                                     -----------   ------------   ------------
                                         2,651            (249)      (3,282)
                                     -----------   ------------   ------------
Deferred:
   Federal                                 793           2,317         (847)
   State and local                         140             397          102
                                     -----------   ------------   ------------
                                           933           2,714         (745)
                                     -----------   ------------   ------------
Total provision (benefit)
  for income taxes                   $   3,584      $    2,465    $  (4,027)
                                     ===========   ============   ============

The components of the net deferred income tax liability are as follows:
<TABLE>
<S>                                             <C>                  <C>

                                                            April 30,
                                                -------------------------------------
                                                       2003                 2002
                                                ---------------      ----------------
                                                             (Thousands)
Deferred income tax assets-
    State tax loss carryforwards                 $      4,721         $      4,500
    Minimum pension liability adjustment                4,023                    -
    Real estate inventory valuation                       566                  602
    Other                                                 335                  585
                                                ---------------      ----------------
     Total deferred income tax assets                   9,645                5,687
                                                ---------------      ----------------

Deferred income tax liabilities-
     Real estate basis differences                     (1,194)              (1,238)
     Reserve for periodicals and paperbacks              (898)                (862)
     Depreciable assets                                (3,009)              (2,413)
     Capitalized costs for financial reporting
       purposes, expensed for tax                      (1,447)              (1,388)
                                                ---------------      ----------------
     Total deferred income tax liabilities             (6,548)              (5,901)
                                                ---------------      ----------------

     Valuation allowance for realization of
       state tax loss carryforwards                    (4,603)              (4,382)
                                                ---------------      ----------------
  Net deferred income tax liability              $     (1,506)        $     (4,596)
                                                ===============      ================

</TABLE>


                                       30
<PAGE>



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

                                                      Year Ended April 30,
                                              ----------------------------------
                                                 2003        2002        2001
                                              ----------  ----------  ----------
                                                          (Thousands)
Computed tax provision at
  statutory rate                              $   3,351   $   2,095   $    (500)
Increase (reduction) in tax resulting from:
     State income taxes, net of federal
       income tax effect                            394         308          73
     Net reduction in tax liability as a
          result of IRS settlement                    -           -      (3,500)
     Other, primarily permanent differences        (161)         62        (100)
                                              ----------  ----------  ----------
Actual tax provision (benefit)                $   3,584   $   2,465   $  (4,027)
                                              ==========  ==========  ==========

The  benefit  for income  taxes in 2001  includes a  component  of $3.5  million
resulting from the settlement of Internal  Revenue Service  examinations for the
years 1993 and 1994 at an amount less than that which the Company had previously
accrued on account thereof.

(10) SHAREHOLDERS' EQUITY:
     --------------------
The  Company  recorded  a charge  to Other  comprehensive  loss  during  2003 of
approximately  $6.0 million to account for the net effect of the minimum pension
liability (see Note 8).

During 2003,  7,500 shares of common  stock were issued from  treasury  stock to
members of the Board of Directors as partial  compensation  for  services.  As a
result,  there were 818,592 and 826,092 shares held in the Treasury at April 30,
2003 and 2002, respectively.

The Company has from time to time  reacquired  its shares to be held as treasury
stock as part of a stock repurchase program. During 2001, the Board of Directors
authorized the repurchase of stock by means of a self-tender "Dutch Auction" for
725,000  shares of the Company's  stock at a price not to exceed $7.00 per share
and not lower  than  $5.25 per  share.  As a result  of this  program  and other
repurchases,  the Company reacquired a total of approximately  668,000 shares at
an aggregate cost of  approximately  $4.8 million.  There were no treasury stock
repurchases in 2003 and 2002.

(11) COMMITMENTS AND CONTINGENCIES:
     -----------------------------
     Land sale contracts
     -------------------
The Company has entered into several conditional sales contracts for the sale of
approximately  830  lots in Rio  Rancho  which  would  close  at  varying  times
throughout  fiscal 2004 and 2005;  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 2003, 2002 and 2001 was approximately (in thousands)
$4,378, $3,750 and $3,767, respectively.

The total (in thousands)  minimum  rental  commitments  for years  subsequent to
April 30,  2003 of $13,710  are due as  follows : 2004 - $5,023;  2005 - $4,586;
2006 - $3,842; 2007 - $230; 2008 - $29; and 2009 and thereafter - none.


                                       31
<PAGE>


     Rio Rancho lot exchanges
     ------------------------
In connection with certain  individual  homesite sales made prior to 1977 at Rio
Rancho, New Mexico, if water,  electric and telephone utilities have not reached
the lot site when a purchaser is ready to build a home, the Company is obligated
to exchange a lot in an area then  serviced by such  utilities  for a lot of the
purchaser,  without  cost  to  the  purchaser.  The  Company  has  not  incurred
significant costs related to the exchange of lots.

(12) LITIGATION:
     ----------
The  Company's  magazine  operations  subsidiary  is a defendant in a lawsuit in
which the  plaintiff  is a former  wholesaler  no longer in business who alleges
that the  Company  and other  national  magazine  distributors  and  wholesalers
engaged in  violations of the  Robinson-Patman  act (which  generally  prohibits
discriminatory  pricing) that caused it to go out of business.  The plaintiff is
seeking  damages  of $275  million  trebled  against  all the  defendants,  plus
punitive damages.  Management intends to vigorously defend itself,  however, the
outcome of this matter is unknown since the case is in the early stage. Pretrial
discovery commenced in fiscal 2003 and it is unlikely that a trial will commence
prior to fiscal 2005.

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

(13) FAIR VALUE OF FINANCIAL INSTRUMENTS:
     -----------------------------------
The estimated fair value of financial  instruments is determined by reference to
various market data and other valuation techniques as appropriate.  The carrying
amounts of cash and cash  equivalents and trade payables  approximate fair value
because of the short maturity of these  financial  instruments.  Debt that bears
variable  interest rates indexed to prime or LIBOR also  approximates fair value
as it reprices when market  interest rates changes.  The estimated fair value of
the Company's long-term,  fixed-rate mortgage receivables is $4.4 million versus
a  carrying  amount of $5.2  million,  and $4.0  million  versus  $4.6  million,
respectively,  at April 30, 2003 and April 30, 2002. The estimated fair value of
the  Company's  long-term,  fixed-rate  notes  payable is $5.1 million  versus a
carrying  amount of $4.7  million as of April 30, 2003 and $3.1  million  versus
$2.6 million as of April 30, 2002.

(14) INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS:
     -------------------------------------------------------------------------
The Company has identified  three segments in which it currently  operates under
the definition  established by this standard.  The Company's magazine operations
subsidiary  has two identified  segments,  Newsstand  Distribution  Services and
Fulfillment Services operations.  Newsstand Distribution  operations involve the
national and  international  distribution and sale of periodicals and paperbacks
to wholesalers,  and Fulfillment  Services operations involve the performance of
subscription and product  fulfillment and other related  activities on behalf of
various  publishers and other clients.  The Company's real estate  subsidiary is
active in Land Sale  activities  which  involves the  obtaining of approvals and
development of large tracts of land for sale to builders,  commercial  users and
others.  In  prior  years,  the  real  estate  subsidiary  was  also  active  in
Homebuilding,  which involved the construction  and sale of single-family  homes
and other  projects,  however,  the  Company  exited  this  segment as part of a
restructuring of its real estate operations.  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.  In
addition,  corporate management fees were charged to business segments beginning
in 2003.

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


                                       32
<PAGE>


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

<TABLE>
<CAPTION>

                                         Newsstand     Fulfillment       Land           Home       Corporate
                                       Distribution     Services         Sales        Building     and Other   Consolidated
                                       ------------    -----------   ------------   -----------   ----------   ------------
<S>                                     <C>            <C>          <C>            <C>           <C>          <C>
Year ended April 30, 2003:
   Revenues                            $   14,832      $  39,226     $   17,087     $       -     $  2,646     $    73,791
   Operating expenses                      12,147         37,342         10,430             -        3,433          63,352
   Management fee                             182            518            700             -       (1,400)              -
   Interest expense, net                      190            162              -             -          230             582
                                       ------------    -----------   ------------   -----------   ----------   ------------
   Pretax income contribution          $    2,313      $   1,204     $    5,957     $       -     $    383     $     9,857
                                       ============    ===========   ============   ===========   ==========   ============
   Depreciation and amortization       $      763      $   1,848     $       89     $       -     $    371     $     3,071
   Identifiable assets                 $   31,962      $  34,970     $   67,969     $       -     $ 19,254     $   154,155
   Intangible assets                   $    3,893      $   1,298     $        -     $       -     $      -     $     5,191
   Capital expenditures                $       66      $   1,263     $        -     $       -     $    587     $     1,916

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

Year ended April 30, 2002:
   Revenues                            $   15,253      $  33,995     $   31,321     $     683     $  2,153     $    83,405
   Operating expenses                      13,065         32,492         26,164           950        3,306          75,977
   Interest expense, net                      933            158             27             -          147           1,265
                                       ------------    -----------   ------------   -----------   ----------   ------------
   Pretax income (loss)
     contribution                      $    1,255      $   1,345     $    5,130     $    (267)    $ (1,300)    $     6,163
                                       ============    ===========   ============   ===========   ==========   ============
   Depreciation and amortization       $      890      $   1,296     $       94     $       -     $    411     $     2,691
   Identifiable assets                 $   30,489      $  18,264     $   75,787     $     448     $ 19,509     $   144,497
   Intangible assets                   $    3,893      $   1,298     $        -     $       -     $      -     $     5,191
   Capital expenditures                $      133      $   2,629     $        -     $       -     $    137     $     2,899
----------------------------------------------------------------------------------------------------------------------------

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

   Depreciation and amortization       $    1,093      $   1,311     $      106     $     150     $    373     $     3,033
   Identifiable assets                 $   39,044      $  18,242     $   79,032     $   4,194     $ 19,141     $   159,653
   Intangible assets                   $    3,893      $   1,298     $        -     $       -     $      -     $     5,191
   Capital expenditures                $      295      $   1,020     $        -     $       -     $    730     $     2,045
                                                               -              -
----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       33
<PAGE>


<TABLE>

Selected Quarterly Financial Data (Unaudited):
----------------------------------------------
                                             (In thousands of dollars, except per share amounts)
                                                                  Quarter Ended
                                         ----------------------------------------------------------------
<S>                                      <C>              <C>             <C>              <C>
                                            July 31,       October 31,      January 31,      April 30,
Year Ended April 30, 2003:                    2002            2002             2003             2003
                                         --------------   --------------  ---------------  --------------

Revenues                                 $      16,010    $      16,336   $      20,858    $      20,587

Gross Profit                                     4,034            4,823           7,454            5,040

Net Income                               $         795    $       1,249   $       2,677    $       1,552
                                         ==============   ==============  ==============   ==============
Earnings Per Share -
  Basic and Diluted (a)                  $        0.12    $        0.19   $        0.41    $        0.24
                                         ==============   ==============  ==============   ==============


Year ended April 30, 2002:                  July 31,       October 31,      January 31,      April 30,
                                              2001             2001            2002             2002
                                         --------------   --------------  --------------   --------------
Revenues                                 $      19,650    $      28,218   $      16,297    $      19,240

Gross Profit                                     2,814            6,228           3,945            5,542

Net Income (Loss)                        $        (365)   $       1,729   $         668    $       1,666
                                         ==============   ==============  ==============   ==============
Earnings (Loss) Per Share -
  Basic and Diluted (a)                  $       (0.06)   $        0.26   $        0.10    $        0.25
                                         ==============   ==============  ==============   ==============

(a) The sum of the quarters does not equal the full year earnings per share due to rounding.
</TABLE>


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
------   -----------------------------------------------------------------------
         Financial Disclosure.
         ---------------------
On March 7, 2002, the Company notified Arthur Andersen LLP ("Andersen") that the
Company  would  change  its  independent  public  accountants  and  auditors  to
McGladrey & Pullen, LLP for its fiscal year ending April 30, 2002.  Andersen and
its  predecessor  partnership had been the  independent  public  accountants and
auditors for the Company since 1981.

Prior to such notification, the Company did not consult with McGladrey & Pullen,
LLP regarding the application of accounting  principles to a specific  completed
or  contemplated  transaction  or any matter  that was  either the  subject of a
disagreement  or a  reportable  event.  The Company  also did not  consult  with
McGladrey  & Pullen,  LLP  regarding  the type of audit  opinion  that  might be
rendered on the Company's consolidated financial statements.

The reports of Andersen on the Company's  consolidated  financial statements for
the fiscal year ended April 30, 2001 contained no adverse  opinion or disclaimer
of opinion and was not qualified or modified as to  uncertainty,  audit scope or
accounting  principles.  In connection  with its audit for the fiscal year ended
April  30,  2001 and the  subsequent  interim  period  preceding  the  Company's
notification  to Andersen of its intention to dismiss such firm,  there had been
no  disagreements  with  Andersen  on any  matter of  accounting  principles  or
practices,  financial statement disclosure, or auditing scope or procedure that,
if not resolved to the satisfaction of Andersen,  would have caused such firm to
make reference to the subject matter of the  disagreement(s)  in connection with
this report.

The  Company's  Audit  Committee  participated  in and  approved the decision to
change the Company's external auditors and the Board made the appointment.

                                       34
<PAGE>

                                    PART III
                                    --------
The  information  called  for by Items  10,  11, 12 and 13 of Part III is hereby
incorporated  by  reference  from the  information  set forth under the headings
"Common Stock Ownership of Certain Beneficial Owners and Management",  "Election
of Directors",  and "Executive  Compensation" in the Company's  definitive proxy
statement for the 2003 Annual Meeting of  Shareholders,  which meeting  involves
the election of directors.  Such  definitive  proxy statement will 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 the Company's  executive  officers has been
included  in  Part  I  above  under  the  caption  "Executive  Officers  of  the
Registrant".

Item 14. Controls and Procedures
-------  -----------------------
An  evaluation  of the  effectiveness  of the design and operation of disclosure
controls as of July 1, 2003 was carried out under the  supervision  and with the
participation of the Company's management, including the Chief Financial Officer
(the Company does not have a Chief Executive Officer). Based on that evaluation,
the Chief Financial  Officer  concluded that disclosure  controls and procedures
have  been  designed  and are  functioning  effectively  to  provide  reasonable
assurance that the  information  required to be disclosed in reports filed under
the  Securities  Exchange Act of 1934 is  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commissions  rules and forms. A control system,  no matter how well designed and
operated,  cannot provide absolute  assurance that the objectives of the control
system are met, and no  evaluation  of controls can provide  absolute  assurance
that all control  issues and instances of fraud,  if any,  within a company have
been detected.  Subsequent to the date of the most recent evaluation of internal
controls, there were no significant changes in internal controls,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

                                     PART IV
                                     -------
Item 15. 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  dated  June  13,  2003 -
          McGladrey and Pullen, LLP

     o    Report of  Independent  Public  Accountants  dated  August 13,  2001 -
          Arthur Andersen LLP

     o    Consolidated Balance Sheets - April 30, 2003 and 2002

     o    Consolidated  Statements of Income for the Three Years Ended April 30,
          2003

     o    Consolidated  Statements of  Shareholders'  Equity for the Three Years
          Ended April 30, 2003

     o    Consolidated  Statements of Cash Flows for the Three Years Ended April
          30, 2003

     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

                                       35
<PAGE>

     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:

(a)  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, 2003,  Registrant filed a Report on Form
8-K on April 24,  2003 under Item 2,  "Acquisition  or  Disposition  of Assets",
reporting  the  acquisition  of  certain  tangible  and  intangible  assets  and
assumption of certain  liabilities  constituting  the  subscription  fulfillment
business of Electronic Data Systems Corporation.



                                       36
<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, 2003                                       By /s/Peter M. Pizza
                                                               -----------------
                                                                  Peter M. Pizza
                                                                  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/Peter M. Pizza                                        /s/Nicholas G. Karabots
-----------------                                        -----------------------
  Peter M. Pizza                                           Nicholas G. Karabots
  Vice President,                                          Director
  Principal Financial Officer                              Dated:  July 24, 2003
  and Principal Accounting Officer*
  Dated:  July 24, 2003

/s/Jerome Belson                                         /s/Albert V.  Russo
----------------                                         -------------------
  Jerome Belson                                            Albert V. Russo
  Director                                                 Director
  Dated:  July 24, 2003                                    Dated:  July 24, 2003

/s/Edward B. Cloues II                                   /s/Samuel N. Seidman
----------------------                                   --------------------
  Edward B. Cloues II                                      Samuel N. Seidman
  Director                                                 Director
  Dated:  July 24, 2003                                    Dated:  July 24, 2003

/s/Lonnie A. Coombs                                      /s/James Wall
-------------------                                      -------------
  Lonnie A. Coombs                                         James Wall
  Director                                                 Director*
  Dated:  July 24, 2003                                    Dated:  July 24, 2003

                                                         /s/Michael P. Duloc
                                                         -------------------
                                                           Michael P. Duloc
                                                           President, Kable News
                                                             Company, Inc.*
                                                           Dated:  July 24, 2003



_________________

*The  Registrant  is a  holding  company  which  does  substantially  all of its
business through two wholly-owned  subsidiaries (and their subsidiaries).  Those
wholly-owned  subsidiaries  are AMREP  Southwest  Inc.  ("ASW")  and Kable  News
Company, Inc. ("Kable"). Mr. Wall is the principal executive officer of ASW, and
Mr. Duloc is the principal  executive  officer of Kable.  The  Registrant has no
chief executive  officer and its only executive  officers are James Wall, Senior
Vice President and Peter M. Pizza, Vice President, and Michael P. Duloc, who may
be deemed an executive officer by reason of his position with Kable.


                                       37
<PAGE>

<TABLE>
<CAPTION>


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

                                                      Additions
                                            -----------------------------
                                               Charges       Charged
                               Balance at    (Credits) to  (Credited) to
                               Beginning      Costs and        Other                         Balance at End
Description                    of Period      Expenses       Accounts         Deductions       of Period
-----------                   -----------   -------------  --------------   --------------   --------------
<S>                            <C>          <C>            <C>              <C>              <C>
FOR THE YEAR ENDED
APRIL 30, 2003:
 Allowance for doubtful
  accounts (included in
  receivables - real estate
  operations on the
  consolidated balance sheet) $      253    $        97    $          -     $       70       $        280
                              -----------   -------------  --------------   --------------   --------------

 Allowance for estimated
  returns and doubtful accounts
  (included in receivables -
  magazine circulation
  operations on the consolidated
  balance sheet)              $    57,911   $     8,030    $          -     $       129      $     65,811
                              -----------   -------------  --------------   --------------   --------------

FOR THE YEAR ENDED
APRIL 30, 2002:
 Allowance for doubtful
 accounts (included in
 receivables - real estate
 operations on the
 consolidated balance sheet)   $     173    $       137    $          -      $      57       $        253
                              -----------   -------------  --------------   --------------   --------------
 Allowance for estimated
  returns and doubtful accounts
  (included in receivables -
  magazine circulation
  operations on the
  consolidated balance sheet)  $  50,413    $     8,098    $          -      $     600       $     57,911
                              -----------   -------------  --------------   --------------   --------------
FOR THE YEAR ENDED
APRIL 30, 2001:
 Allowance for doubtful
 accounts (included in
 receivables - real estate
 operations on the
 consolidated balance sheet)   $     361    $       (21)   $          -      $     167       $        173
                              -----------   -------------  --------------   --------------   --------------
 Allowance for estimated
 returns and doubtful accounts
 (included in receivables -
 magazine circulation
 operations on the
 consolidated balance sheet)   $  64,628    $   (11,509)   $          -      $   2,706       $     50,413
                              -----------   -------------  --------------   --------------   --------------

</TABLE>


                                       38
<PAGE>





                                  EXHIBIT INDEX

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

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

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

   4    (a)    Loan  Agreement  dated as of  April 4,  2002  between  U.S.  Bank
               National   Association  and  Kable  News  Company,   Inc.,  Kable
               Fulfillment   Services  of  Ohio,  Inc.  and  Kable  Distribution
               Services,  Inc. -  Incorporated  by  reference to Exhibit 4(a) to
               Registrant's Current Report on Form 8-K filed April 11, 2002.

   4    (b)    Amendment  to Loan  Agreement  dated as of March 31,  2003  among
               Kable News Company,  Inc.,  Kable  Fulfillment  Services of Ohio,
               Inc., Kable  Distribtuion  Services,  Inc. and Kable  Fulfillment
               Services, Inc. and U. S. Bank National Association - Incorporated
               by reference to Exhibit 10.2 to  Registrant's  Current  Report on
               Form 8-K filed April 24, 2003.

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

   10   (b)    2002  Non-Employee   Directors'  Stock  Plan  -  Incorporated  by
               reference to Exhibit  10.1 to  Registrant's  Quarterly  Report on
               Form 10-Q for the quarterly period ended January 31, 2003.*

   10   (c)    Asset Purchase  Agreement  dated as of March 31, 2003 among Kable
               Fulfillment   Services,   Inc.   and   Electronic   Data  Systems
               Corporation,  EDS  Information  Services,  Inc., and EDS Resource
               Management  Corporation  -  Incorporated  by reference to Exhibit
               10.1 to  Registrant's  Current Report on Form 8-K filed April 24,
               2003.

   21          Subsidiaries of Registrant - Filed herewith.

   23          Consent of McGladrey & Pullen, LLP - Filed herewith.

   99          Certification  Pursuant to 18 U.S.C.  Section  1350 as enacted by
               Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith.

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



                                       39
<PAGE>


CERTIFICATIONS

I,  Peter  M.  Pizza,  Vice  President  and  Chief  Financial  Officer  of AMREP
Corporation, certify that:

1.   I have reviewed this annual report on Form 10-K of AMREP Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;
     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation  Date");  and
     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

     6.   The  Registrant's  other  certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Dated:   July 24, 2003



/s/ Peter M. Pizza
------------------
Peter M. Pizza
Title:  Vice President and Chief Financial Officer



                                       40
<PAGE>


CERTIFICATIONS

I, James Wall, Senior Vice President of AMREP Corporation, certify that:

1.   I have reviewed this annual report on Form 10-K of AMREP Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;
     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  July 24, 2003

/s/ James Wall
--------------
James Wall
Senior Vice President, AMREP Corporation*


_______________________

* The Company is a holding company which does  substantially all of its business
through  two  wholly-owned   subsidiaries   (and  their   subsidiaries).   Those
wholly-owned  subsidiaries  are AMREP  Southwest  Inc.  ("ASW")  and Kable  News
Company, Inc. ("Kable"). Mr. Wall is the principal executive officer of ASW, and
Mr. Duloc is the principal  executive officer of Kable. The Company has no chief
executive  officer and its only  executive  officers are James Wall and Peter M.
Pizza.  Mr. Wall is a Senior Vice  President  of the Company and Mr.  Pizza is a
Vice President and Chief Financial Officer of the Company.



                                       41
<PAGE>


CERTIFICATIONS

I, Michael P. Duloc, President of Kable News Company, certify that:

1.   I have reviewed this annual report on Form 10-K of AMREP Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  July 24, 2003

/s/ Michael P. Duloc
--------------------
Michael P. Duloc
President, Kable News Company, Inc.*

_______________________
* The Company is a holding company which does  substantially all of its business
through  two  wholly-owned   subsidiaries   (and  their   subsidiaries).   Those
wholly-owned  subsidiaries  are AMREP  Southwest  Inc.  ("ASW")  and Kable  News
Company, Inc. ("Kable"). Mr. Wall is the principal executive officer of ASW, and
Mr. Duloc is the principal  executive officer of Kable. The Company has no chief
executive  officer and its only  executive  officers are James Wall and Peter M.
Pizza.  Mr. Wall is a Senior Vice  President  of the Company and Mr.  Pizza is a
Vice President and Chief Financial Officer of the Company.



                                       42