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

                                    FORM 10-K
  FOR ANNUAL REPORT AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[ x ] Annual  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
      Exchange Act of 1934 For the fiscal year ended April 30, 2005

                                       OR

[   ] Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
      Exchange Act of 1934 For the transition period from          to
                                                          --------    --------

                          Commission File Number 1-4702

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

         Oklahoma                                             59-0936128
         --------                                             ----------
 (State or other jurisdiction of                          (IRS Employer
  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:


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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes   X    No
                                        ---       ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ X ]

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, 2004 (the last  business day of the  Registrant's  most  recently  completed
second  fiscal  quarter)  on  the  New  York  Stock  Exchange  Composite  Tape -
$28,687,507.

Number of shares of Common Stock, par value $.10 per share,  outstanding at July
26, 2005 - 6,626,112.

                       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 2005 Annual Meeting - Part III.
<PAGE>


                                     PART I
                                     ------

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

                                     GENERAL

The Company*,  through its subsidiaries,  is primarily engaged in three business
segments:  the Real Estate  business  operated by AMREP  Southwest  Inc. and its
subsidiaries (collectively, "AMREP Southwest"), and the Fulfillment Services and
Newsstand  Distribution  Services  businesses  operated by Kable Media Services,
Inc. and its  subsidiaries  (collectively,  "Kable").  Data concerning  industry
segments  is set  forth in note 16 of the  notes to the  consolidated  financial
statements. The Company's foreign sales and activities are not significant.

                             REAL ESTATE OPERATIONS

The Company  conducts its Real Estate  business  through AMREP  Southwest,  with
these activities  occurring  primarily in Rio Rancho,  New Mexico. As of July 1,
2005, the Real Estate business employed  approximately 15 persons,  none of whom
were represented by labor unions. The Company considers its relations with these
employees to be good.

Land Development Operations - Rio Rancho

Rio Rancho  (including the City) consists of 91,049 contiguous acres in Sandoval
County,  New Mexico,  near Albuquerque,  of which 72,960 acres have been platted
into  approximately  113,500  homesite  and  commercial  lots,  16,370 acres are
dedicated to  community  facilities,  roads and  drainage  and the  remainder is
unplatted land. At April 30, 2005,  approximately  86,400 of these lots had been
sold. The Company  currently owns  approximately  19,550 acres in Rio Rancho, of
which  approximately  5,100  acres  are in  contiguous  blocks  which  are being
developed or are suitable for development and  approximately  2,000 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.

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 16 shopping centers with approximately 1.5
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 85
buildings with approximately 4.5 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.  A  substantial  number of 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.

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

                                       2
<PAGE>


Other Real Estate Projects

The Company has various  investment  properties,  principally  consisting of the
55,000  square foot  office  building it owns in Rio Rancho in which it occupies
approximately  6,200 square feet and leases the  remainder,  and a 30,000 square
foot commercial  rental  property  developed  during 2005 presently  offered for
lease. The Company may develop additional investment properties in the future.

The  Company  also  owns  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  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.
During fiscal 2005,  the Company's  final 12.6 acres of property in Florida were
acquired by a  governmental  authority  through  condemnation  proceedings at an
amount which exceeded the property's carrying value.

In September 2004, a jury verdict was reached in court proceedings in connection
with the  condemnation of the Company's El Dorado water utility  subsidiary (the
"Utility") in Santa Fe, New Mexico which valued the Utility at $11,000,000.  The
condemning authority, the Eldorado Water & Sanitation District (the "District"),
had  proposed a  $6,200,000  valuation,  which the  Company  had  contested.  On
November 9, 2004, the Court entered its Judgment  confirming the jury verdict in
the condemnation  case, and required the District to deposit $7,000,000 into the
Court's  account by December 1, 2004. The Court granted the District  possession
of the Utility fifteen days after the date of the deposit, and required that the
remaining  balance of the  verdict be  deposited  with 6% interest no later than
June 1, 2005 or the property would be returned to the Company and the $7,000,000
deposit refunded.  The District made the initial required  $7,000,000 deposit on
November 15, 2004 and took  possession  of the  Utility's  assets on December 1,
2004. On May 27, 2005, the $4,000,000 balance of the condemnation award was paid
with  interest.  The  Company  estimates  that the  after-tax  net gain from the
condemnation will be approximately $3.5 million, or $0.53 per share. The results
of  the  transaction,  which  will  be  reported  as a Gain  from  the  Sale  of
Discontinued Operations,  will be recorded in the Company's financial statements
for its fiscal 2006 first quarter which ends on July 31, 2005.

       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,
2005, Kable employed  approximately  1,350 persons,  of whom approximately 1,200
were involved in its fulfillment activities and 150 in distribution  activities,
none of whom  were  represented  by labor  unions.  The  Company  considers  its
relations with these employees to be good.

Fulfillment Services

Kable's  Fulfillment  Services  business  performs a number of  fulfillment  and
fulfillment-related  activities,  principally magazine subscription  fulfillment
services,  lettershop and graphics arts services,  customer  telephone  support,
list  services and product  fulfillment  services,  and it accounted  for 87% of
Kable's revenues in fiscal 2005.

In the magazine subscription fulfillment service operation,  Kable processes new
orders,  receives  and  accounts  for  payments,  prepares  and  sends  to  each
publisher's  printer  labels or tapes  containing  the names  and  addresses  of
subscribers for mailing each issue,  handles subscriber  telephone inquiries and
correspondence,  prepares  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.

Kable's  lettershop  and graphics  departments  prepare and mail  statements and
renewal forms for its  publisher  clients to use in their  subscriber  mailings.
List services  clients are also primarily  publishers  for whom Kable  maintains
client  customer lists,  selects names for clients who rent their lists,  merges
rented  lists with a client's  list to  eliminate  duplication  for the client's

                                       3
<PAGE>

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.

In  April  2003,  Kable  acquired  the  subscription   fulfillment  business  of
Electronic Data Systems Corporation and various  subsidiaries which was based in
Louisville,  Colorado. The Company believes that Kable is now the second largest
provider of  subscription  fulfillment  services to magazine  publishers  in the
United States,  performing  fulfillment services for approximately 770 different
magazine titles for approximately 250 clients and maintaining  almost 46 million
active  subscriber names for its client  publishers.  In a typical month,  Kable
produces  approximately 60 million mailing labels for its client  publishers and
also processes almost 17 million pieces of outgoing mail for its clients.

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 250 publishers.  Among the titles are many special interest  magazines,
including automotive,  puzzle, men's sophisticates,  comics, romance and sports.
In a typical month,  Kable  distributes to wholesalers  approximately 23 million
copies of various titles.  Kable purchases the  publications  from its publisher
clients and sells them to independent wholesalers.  During 2005, Kable purchased
distribution contracts from an unrelated third-party and, as a result, increased
its distribution  network to approximately  100 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 13% of Kable's revenues in fiscal 2005.

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.

Kable competes primarily with three 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. In addition,  there has been a major consolidation and reduction in the
number of wholesalers to whom Kable  distributes  magazines arising from changes
within the magazine distribution industry in recent years. As a result, three of
these  wholesalers  accounted  for  approximately  50% of the fiscal  2005 gross
billings of the Newsstand Distribution Services operations and approximately 44%
of Kable's consolidated accounts receivable at April 30, 2005.

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

The Company's Real Estate properties are described in Item 1. Additionally,  the
Company has its executive offices in leased space in New York City and maintains
production, administration and sales facilities for its Fulfillment Services and

                                       4
<PAGE>

Newsstand  Distribution  Services  businesses  in owned  and  leased  facilities
aggregating  approximately 650,000 square feet in Mt. Morris, Illinois,  Marion,
Ohio,  Louisville,  Colorado,  New  York  City  and  Cerritos,  California.  The
Company's Real Estate operations are headquartered in approximately 6,200 square
feet of a Company-owned  55,000 square foot office  building in Rio Rancho,  New
Mexico,  with the  remaining  space leased 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 News  Company,  Inc.
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 News: (i)
violation of the Robinson-Patman  Act, which generally prohibits  discriminatory
pricing, and (ii) breach of fiduciary duty.

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 News answered the Robinson-Patman Act
claims of the Second Amended  Complaint,  denying the material  allegations  and
asserting  affirmative  defenses.  Kable  News also  asserted  counterclaims  to
recover  approximately  $5.375  million  in unpaid  debts  from  Unimag.  Unimag
responded to the  counterclaims  with reply  counterclaims  for compensatory and
punitive  damages,  based on  common  law  claims  that were  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  News  on its
counterclaims.

Pursuant to an order of a United States Magistrate Judge in October 2003, Unimag
presented  each of the  defendants  with an analysis of its damage claim against
such  defendant.  The damage claim against  Kable News amounts to  approximately
$15.2 million; any damages awarded would be trebled.

Pretrial discovery has been completed. The action against Levy has been settled,
and the remaining defendants have moved for summary judgment. If the case is not
disposed of on the summary judgment  motions,  it is unlikely that a trial would
be conducted prior to calendar 2006. An adverse outcome could materially  affect
the consolidated financial position and results of operations of the Company and
its subsidiaries.

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

There were no matters  submitted to a vote of security holders during the fourth
quarter of fiscal 2005.

Executive Officers of the Registrant

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

Name             Office Held / Principal Occupation for Past Five Years    Age
----             ------------------------------------------------------    ---
James Wall       Senior Vice President of the Company since 1991;          68
                 Chairman, President and Chief Executive Officer of
                 AMREP Southwest Inc., a wholly-owned subsidiary of
                 the Company, since 1991.


Peter M. Pizza   Vice President and Chief Financial Officer of the         54
                 Company since May 2001; Vice President and Controller
                 of the Company from 1997 to 2001.

                                       5
<PAGE>


Joseph S. Moran  Vice President, General Counsel and Secretary of the      57
                 Company since June 2005; Mr. Moran previously served
                 as Vice President, General Counsel and Secretary of
                 SatCon Technology Corporation from 2001 to 2005 and
                 as Senior Counsel and Director of Regulatory Affairs
                 for Outboard Marine Corporation from 1996 to 2001.


Michael P. Duloc President and Chief Operating Officer of the Company's    48
                 Newsstand Distribution Services business since 1996
                 and of the Company's Fulfillment Services business
                 since 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, Related Stockholder Matters
-------      -------------------------------------------------------------------
             and Issuer Purchases of Equity Securities
             -----------------------------------------

The Company's  common stock is traded on the New York Stock  Exchange  under the
symbol "AXR". On July 1, 2005, there were approximately  1,725 holders of record
of the common stock.  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
      ------    ------   ------   ------    ------    ------    ------    ------
2005 $ 20.80   $ 17.03  $ 18.55  $ 17.10   $ 23.90   $ 17.18   $ 28.34   $ 22.58
2004 $ 13.88   $  9.20  $ 16.45  $ 11.91   $ 16.05   $ 15.26   $ 17.65   $ 15.27


Dividend Policy

On July 13, 2005, the Company's Board of Directors  declared a special  dividend
of $0.55 per share payable on August 19, 2005 to  shareholders of record on July
26, 2005. The Board  indicated that this dividend was based on its evaluation of
the Company's  financial  performance in fiscal 2005 and the financial condition
of the  Company  at the  end of the  2005  fiscal  year.  This  follows  special
dividends of $0.40 and $0.25 per share that were declared following the close of
the prior two fiscal years,  and it  represents  the third such cash dividend in
the  Company's   history.   The  Board  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.

Sales of Unregistered Company Stock

Pursuant to the Company's 2002  Non-Employee  Directors' Stock Plan, the Company
issued an aggregate of 7,500 shares of its Common Stock to its six  non-employee
directors on each of September 15, 2004 and March 15, 2005,  as partial  payment
for their services as directors for the six months preceding each such issuance.
These  issuances  were not  registered  under  the  Securities  Act of 1933,  as
amended,  by reason of the  exemption  provided in Section  4(2) of such Act for
transactions by an issuer not involving any public offering.

Equity Compensation Plan Information

See Item 12 of Part III of this  annual  report on Form 10-K which  incorporates
such  information by reference from the Company's  Proxy  Statement for its 2005
Annual Meeting of Shareholders.

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

The selected consolidated  financial data presented below for, and as of the end
of, each of the last five fiscal years has been derived from and is qualified by
reference to the consolidated  financial statements.  The consolidated financial

                                       6
<PAGE>

statements  for the four  years  ended  April  30,  2005 have  been  audited  by
McGladrey & Pullen, LLP, independent  registered public accounting firm, and the
consolidated  financial  statements  for the year ended April 30, 2001 have been
audited by Arthur Andersen LLP,  independent public accountant.  The information
should be read in conjunction  with the  consolidated  financial  statements and
related notes  thereto and  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations",  which is Item 7 of Part II of this annual
report on Form 10-K. 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,
                          ----------------------------------------------------------------------------------
                                  2005             2004           2003            2002              2001 (a)
<S>                          <C>             <C>              <C>             <C>              <C>
                             --------------  ---------------  --------------- ---------------  -------------
Financial Summary (b):
  Revenues                    $   134,506      $  129,291      $   72,189      $   81,911       $    72,049
  Income from  Continuing
    Operations                $    15,588      $   11,297      $    6,227      $    3,721       $     2,901
  Income (loss) from
    Discontinued Operations,
    net of tax                $       (63)     $      380      $       46      $      (23)      $      (344)
  Net Income                  $    15,525      $   11,677      $    6,273      $    3,698       $     2,557
  Total Assets                $   194,309      $  171,165      $  159,550      $  149,832       $   164,844

Capitalization:
  Shareholders' Equity        $   117,405      $  105,522      $   93,828      $   93,479       $    89,781
  Notes Payable               $    12,054      $   12,643      $   18,427      $   16,619       $    44,260

Per Share:
  Earnings from Continuing
    Operations                $      2.36      $     1.71      $     0.94      $     0.57       $      0.43
  Income (loss) from
    Discontinued Operations   $     (0.01)     $     0.06      $     0.01      $    (0.01)      $     (0.05)

  Earnings Per Share-
    Basic and Diluted         $      2.35      $     1.77      $     0.95      $     0.56       $      0.38
  Book Value                  $     17.72      $    15.97      $    14.24      $    14.22       $     13.66
  Cash Dividend (c)           $      0.40      $     0.25      $        -      $        -       $         -

Shares Outstanding                  6,626           6,606           6,588           6,574             6,574
</TABLE>

(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)  Amounts  for  2001-2004  have been reclassified to present the discontinued
     operation  of the  Utility  subsidiary.  See  note  2 to  the  consolidated
     financial statements.
(c)  On July 13, 2005, the Board of Directors  declared a cash dividend of $0.55
     per share  payable  August 19, 2005 to  shareholders  of record on July 26,
     2005.

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

INTRODUCTION
------------

For a description of the Company's  business,  refer to Item I of Part I of this
annual report on Form 10-K.

As  indicated  in Item I, the  Company is  primarily  engaged in three  business
segments:  the  Real  Estate  business  operated  by  AMREP  Southwest  and  the
Fulfillment Services and Newsstand  Distribution Services businesses operated by
Kable. Data concerning industry segments is set forth in note 16 of the notes to
the  consolidated   financial  statements.   The  Company's  foreign  sales  and
activities are not significant.

The following  provides  information that management  believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial  condition.  The discussion should be read in conjunction with the
consolidated financial statements and accompanying notes. All references in this
Item 7 to 2005,  2004 and 2003 mean the fiscal years ended April 30, 2005,  2004
and 2003.



                                       7
<PAGE>



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  as well as the  reported  amounts of revenues  and
expenses during the reporting period.  Areas that require significant  judgments
and estimates to be made include:  (i) the determination of revenue  recognition
for the magazine distribution services business,  which is based on estimates of
allowances for magazine returns;  (ii) allowances for doubtful  accounts;  (iii)
real  estate  cost of sales  calculations,  which are based on land  development
budgets  and  estimates  of 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 accounting; 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 that are
believed to be reasonable under the circumstances.  Certain of the most critical
assumptions  made in arriving  at these  accounting  estimates  are based on the
following considerations: (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;  however,  since such  publications are
generally  sold  on a fully  returnable  basis,  management  also  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),  and certain  employee-related  factors such as turnover,
retirement age and mortality;  and (vi) the Company is currently involved in one
significant legal proceeding, which is described in Item 3 of this annual report
on Form 10-K and which could have a material  adverse effect if decided  against
the Company, and several routine matters. The legal proceeding described in Item
3 is not expected to come to trial before calendar 2006. It is possible that the
consolidated  financial  position or results of  operations  for any  particular
quarterly or annual  period could be  materially  affected by an outcome of this
litigation that is significantly different from the judgments made in connection
with preparing the accompanying financial statements.

Year Ended April 30, 2005 Compared to Year Ended April 30, 2004
---------------------------------------------------------------

Results of Operations

As discussed in more detail below,  the Company began  accounting  for its water
utility  subsidiary as a  "discontinued  operation" in the quarter ended January
31,  2005.  Accordingly,  financial  information  from  prior  periods  has been
reclassified to conform to this presentation.

Consolidated  revenues  increased from  $129,291,000  in 2004 to $134,506,000 in
2005,  or 4%,  as a result  of  revenue  growth  in the  Company's  Real  Estate
operations  which  was  partially  offset by  decreased  revenues  from  Kable's
magazine service  operations.  Net income from continuing  operations  increased
38%, from $11,297,000,  or $1.71 per share, in 2004 to $15,588,000, or $2.36 per
share, in 2005, primarily as a result of the increased revenues and higher gross
margins on land sales in the Real Estate operations.

Revenues from Kable's Fulfillment Services and Newsstand  Distribution  Services
businesses   (collectively,   "magazine  service  operations")   decreased  from

                                       8
<PAGE>

$99,791,000  in 2004 to  $96,913,000  in 2005.  This  decrease of 3% was the net
result of a 4% revenue decline in Kable's Fulfillment Services segment partially
offset by a 7% revenue increase in its Newsstand  Distribution Services segment.
The  decline in  Fulfillment  Services  revenues  was  anticipated  and  largely
attributable to customer losses at Kable's Colorado  fulfillment  business which
had been  identified and known prior to Kable's  acquisition of that business in
2003, while the increase in revenues of Newsstand Distribution Services resulted
from additional business obtained in connection with Kable's purchase of certain
distribution  contracts in the third quarter of 2005.  Kable's  total  operating
expenses  decreased 4% in 2005 compared to 2004, with the operating  expenses of
Fulfillment  Services  decreasing  6%  compared to the prior year due in part to
decreases  in payroll and other  variable  expenses  resulting  from the revenue
decrease, reduced third-party charges for outsourced computer processing and the
inclusion in the prior year of  approximately  $1,600,000 of costs of relocating
and centralizing certain fulfillment operations.  Fulfillment operating expenses
amounted to 84% of related  revenues in 2005 compared to 86% in 2004.  Operating
costs for Newsstand Distribution Services increased 10% in 2005 compared to 2004
as a result of costs  related  to the  increased  revenues  acquired  in 2005 in
connection with the purchase of certain  newsstand  distribution  contracts,  as
well as certain  costs  incurred in the third and fourth  quarters of 2005 for a
special market study,  and amounted to 68% of related  revenues in 2005 compared
to 66% in 2004.

As previously  reported,  it was expected  that  customer  losses would occur at
Kable's  Colorado  fulfillment  business  subsequent to the  acquisition of that
business in 2003 resulting from contract  terminations or non-renewals  known or
anticipated  at that time,  and such customer  losses have  occurred  throughout
fiscal  2004 and  fiscal  2005.  It is  expected  that  there  will be a further
significant decrease in fulfillment revenues in Colorado in fiscal 2006 compared
to fiscal 2005 reflecting the customer losses which occurred during fiscal 2005,
so that the results for Kable's  Fulfillment  Services business for 2005 are not
necessarily a good indication of what may occur in future periods.

Revenues from land sales at the Company's AMREP Southwest  subsidiary  increased
approximately  29%,  to  $36,154,000  in 2005  from  $28,012,000  in 2004.  This
improvement was the result of an increased volume of sales of both developed and
undeveloped lots in the Company's  principal  market of Rio Rancho,  New Mexico,
including  the sale of several  large parcels for  commercial  development.  The
gross  profit  percentages  on land sales were 55% in 2005 and 51% in 2004.  The
pretax  profit   contribution   from  Real  Estate   operations   also  improved
significantly  in 2005  versus  2004,  increasing  from  $11,410,000  in 2004 to
$15,485,000  in 2005  reflecting  the  higher  2005  revenues  and gross  profit
percentages.  As  previously  reported,  revenues and related gross profits from
land  sales  can vary  significantly  from  period to period as a result of many
factors, including the nature and timing of specific transactions, so that prior
results  are not  necessarily  a good  indication  of what may  occur in  future
periods.

Real estate  commissions  and selling  expenses  increased  as a  percentage  of
related revenues,  from 3% in 2004 to 5% in 2005, due to the closing of a higher
mix of land  sales in 2004  without  the  involvement  of a broker.  Such  costs
generally vary depending upon the terms of specific land sale transactions. Real
estate and  corporate  general and  administrative  expenses  increased  in 2005
versus 2004, principally due to the effect of an actuarial gain that occurred in
the prior year resulting from the  curtailment of future service  benefits under
the Company's pension plan. Kable's general and  administrative  costs decreased
by approximately  $300,000 from 2004 to 2005, and they remained at approximately
9% of total revenues in both years.

Interest  and other  revenues  consisted  primarily  of  interest on real estate
mortgage  loans and cash  equivalents  as well as rental income from  commercial
investments,  and amounted to $1,439,000 in 2005 and  $1,488,000 in 2004.  Other
expenses primarily  consisted of expenses  associated with rental operations and
real estate  taxes on land parcels not under  development,  and  increased  from
$1,140,000  in 2004 to  $1,453,000  in 2005  principally  due to the cost of the
settlement  of  warranty  claim  litigation  related to the  Company's  previous
homebuilding operations.

Results for 2004 included the  recognition in the third quarter of a pretax gain
of $1,686,000  (equivalent to $0.16 per share) from the accelerated  recognition
of a deferred  actuarial gain  resulting from the  curtailment of future service
benefits  under  the  Company's  pension  plan.  This  transaction  resulted  in
consolidated  pension income of $485,000 in 2004 compared to pension  expense of
$303,000 in 2005 (see note 9 to the consolidated financial statements).

Discontinued Operations

In September 2004, a jury verdict was reached in court proceedings in connection
with the  condemnation of the Company's El Dorado water utility  subsidiary (the

                                       9
<PAGE>

"Utility") in Santa Fe, New Mexico which valued the Utility at $11,000,000.  The
condemning authority, the Eldorado Water & Sanitation District (the "District"),
had  proposed a  $6,200,000  valuation,  which the  Company  had  contested.  On
November 9, 2004, the Court entered its judgment  confirming the jury verdict in
the condemnation  case, and required the District to deposit $7,000,000 into the
Court's  account by December 1, 2004. The Court granted the District  possession
of the Utility fifteen days after the date of the deposit, and required that the
remaining  balance of the  verdict be  deposited  with 6% interest no later than
June 1, 2005 or the property would be returned to the Company and the $7,000,000
deposit refunded.  The District made the initial required  $7,000,000 deposit on
November 15, 2004 and took  possession  of the  Utility's  assets on December 1,
2004,  at which time the  Company  began to account  for the  operations  of the
Utility as a "Discontinued  Operation" and reclassified prior periods to conform
to  this  presentation.   On  May  27,  2005,  the  $4,000,000  balance  of  the
condemnation  award was paid  with  interest.  The  Company  estimates  that the
after-tax  net  gain  from  the  condemnation  (including  interest,  and net of
expenses) will be approximately $3.5 million, or $0.53 per share. The results of
the transaction,  which will be reported as a Gain from the Sale of Discontinued
Operations,  will be  recorded in the  Company's  financial  statements  for its
fiscal 2006 first quarter which ends on July 31, 2005.

Year Ended April 30, 2004 Compared to Year Ended April 30, 2003
---------------------------------------------------------------

Results of Operations

Consolidated  revenues  increased from  $72,189,000 in 2003 to  $129,291,000  in
2004,  primarily due to (i) Kable's acquisition of the subscription  fulfillment
business of Electronic Data Systems Corporation ("EDS") in April 2003 and (ii) a
substantial  increase in land sales  activity at the Company's  AMREP  Southwest
real  estate  subsidiary.  As a result,  net income from  continuing  operations
increased from $6,227,000, or $0.94 per share, in 2003 to $11,297,000,  or $1.71
per share, in 2004.

Revenues from magazine service operations  increased from $54,058,000 in 2003 to
$99,791,000 in 2004. Fulfillment Services revenues increased from $39,226,000 in
2003 to $87,629,000 in 2004,  principally as a result of the  acquisition of the
EDS subscription  fulfillment  business in April 2003. This revenue increase was
offset in part by a decline in revenues from the Newsstand Distribution Services
business from  $14,832,000 in 2003 to  $12,162,000  in 2004,  primarily due to a
decline in magazine sales rates. Kable's total operating expenses also increased
as a result of the  acquisition of the EDS  subscription  fulfillment  business.
Operating  expenses for Fulfillment  Services increased from $33,658,000 in 2003
to $74,986,000 in 2004, and were  approximately  86% of related revenues in 2004
compared to 85% in 2003. Fulfillment Services operating costs increased slightly
as a percentage of related  revenues as a result of the EDS  acquisition,  where
certain  costs of the acquired  business's  Colorado  location  were  relatively
higher than at the Company's other  locations.  These costs included  charges of
approximately  $1,600,000 for relocating and  centralizing  certain  fulfillment
operations following the acquisition. Operating costs for Newsstand Distribution
Services  decreased to $8,032,000  in 2004  compared to $8,869,000 in 2003,  but
increased  as a  percentage  of  revenues  from  62% in  2003  to  66% in  2004,
reflecting the decline in Newsstand Distribution Services revenues.

Revenues  from land  sales at the  Company's  AMREP  Southwest  subsidiary  also
increased  substantially  in 2004,  from  $15,965,000  in 2003 to $28,012,000 in
2004.  This  improvement  was the result of greater 2004 sales of both developed
and  undeveloped  lots in the  Company's  principal  market of Rio  Rancho,  New
Mexico.  The gross profit  percentages on land sales were 51% in 2004 and 54% in
2003.  The  pretax  profit  contribution  from the Real Estate segment  improved
significantly  in 2004 versus 2003,  reflecting  the much higher 2004  revenues.
Revenues and related gross profits from land sales can vary  significantly  from
period to period as a result of many factors, including the nature and timing of
specific  transactions,  and prior results are not necessarily a good indication
of what may occur in the future.

Real estate  commissions  and selling  expenses  decreased  as a  percentage  of
related  revenues  from 5% in 2003 to 3% in 2004 due to  closing a higher mix of
land sales in 2004 without the  involvement  of a broker.  Such costs  generally
vary  depending upon the terms of specific land sale  transactions.  Real estate
and corporate general and administrative  expenses decreased approximately 7% in
2004 versus 2003  principally as a result of the allocable  share of the pension
gain  recorded  in the third  quarter  of 2004  which was  netted  against  this
expense.  Kable's general and administrative costs increased in 2004 compared to
2003  as a  result  of the  acquisition  of  the  EDS  subscription  fulfillment
business, but decreased from approximately 13% of Kable's revenues in 2003 to 9%
in 2004.  Interest  expense  increased  in 2004  compared to 2003 as a result of
borrowings incurred in connection with the acquisition as well as for additional
working capital requirements.

                                       10
<PAGE>


Results for 2004 included a pretax gain of $1,686,000  (equivalent  to $0.16 per
share) from the accelerated  recognition of a deferred actuarial gain due to the
curtailment of future service  benefits under the Company's  pension plan.  This
resulted in consolidated  pension income of $485,000 in 2004 compared to pension
expense  of  $160,000  in  2003  (see  note  9  to  the  consolidated  financial
statements).

Interest and other revenues  decreased from  $2,166,000 in 2003 to $1,488,000 in
2004  because  there were  certain  non-recurring  revenues  in 2003,  including
interest  on a tax refund  and an  insurance  settlement.  Other  expenses  were
$1,023,000 in 2003 and $1,140,000 in 2004.



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  service
operations,   and  from  borrowings  under  its  various   lines-of-credit   and
development loan agreements.

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

In April  2005,  various  of Kable's  subsidiaries  comprising  its  Fulfillment
Services and Newsstand  Distribution  Services  businesses entered into a credit
arrangement  with a bank that allows separate  revolving  credit  borrowings for
each business of up to $11,000,000 for Fulfillment Services and up to $9,000,000
for Newsstand  Distribution  Services based upon a prescribed percentage of each
borrower's eligible accounts receivable, as defined. The individual credit lines
are  collateralized by substantially  all of each borrower's assets  (consisting
principally  of  accounts  receivable  and  machinery  and  equipment)  and bear
interest  at the  bank's  prime  rate  (5.75%  at April  30,  2005)  or,  at the
borrower's option, a reserve adjusted  overnight or 30-day LIBOR-based  interest
rate plus a margin established quarterly of from 1.75% to 2.50%,  dependent upon
the borrower's  funded debt to EBITDA ratio, as defined.  At April 30, 2005, the
interest rate was based on the overnight LIBOR rate option (3.0%), the borrowing
availability of the Fulfillment  Services business was $11,000,000 against which
$5,981,000 was outstanding  with interest at a rate of 4.94%,  and the borrowing
availability  of the Newsstand  Distribution  Services  business was  $9,000,000
against which  $1,524,000 was outstanding  with interest at a rate of 4.69%. The
credit arrangement  requires the maintenance or achievement of certain financial
ratios 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  credit  arrangement  matures  in  May  2010.  An  additional
$3,000,000 is available under this credit arrangement for capital expenditures.

AMREP  Southwest  has a loan  agreement  with a bank  with a  maximum  borrowing
capacity of $10,000,000  that is used to support real estate  development in New
Mexico. The loan is uncollateralized and bears interest at the bank's prime rate
less 0.75% or, at the borrower's option, a LIBOR-based  interest rate plus 2.0%.
At April 30, 2005, there were no balances  outstanding  under this  arrangement.
The  credit  agreement  contains  certain  financial   restrictions,   the  most
significant  of which limit other  borrowings  and require the  maintenance of a
minimum  tangible  net worth (as defined)  and a certain  level of  unencumbered
inventory. This credit arrangement matures in October 2008.

Consolidated  notes  payable  outstanding  were  $12,054,000  at April 30,  2005
compared to  $12,643,000  at April 30,  2004.  The Real Estate  business  had no
borrowings  outstanding at April 30, 2005 compared to loans of $200,000 at April
30, 2004. Kable's combined outstanding  borrowings decreased from $12,443,000 at
April 30, 2004 to $12,054,000 at April 30, 2005.

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

AMREP  Southwest's  real estate  inventory  amounted to $51,648,000 at April 30,
2004 compared to  $52,906,000  at April 30, 2005.  Inventories  in the Company's
core real estate market of Rio Rancho increased from  approximately  $44,794,000
at April 30, 2004 to  $46,674,000 at April 30, 2005 as the result of development
spending  offset by land sale  activity.  The balance of  inventory  principally
consisted of properties in Colorado and, in 2004, Florida.

Receivables  from the  Company's  magazine  service  operations  increased  from
$42,768,000  at April 30, 2004 to  $51,348,000  at April 30, 2005 due in part to
the purchase of additional  distribution contracts in 2005 as well as the timing
of billings and payments.  Accounts payable and accrued expenses  increased from

                                       11
<PAGE>

$41,931,000  at April 30, 2004 to  $50,720,000  at April 30, 2005 primarily as a
result of the inclusion of the $7,000,000  deposit  received in connection  with
the  condemnation  of the  Utility  (included  in  Investing  Activities  in the
consolidated  statements  of cash  flows)  as well as,  to a lesser  extent,  an
increase in Kable's  publishers'  accounts  payable  reflecting  the increase in
receivables from magazine service operations.

The Company's  unfunded pension  liability under its defined benefit  retirement
plan  increased  from  $3,206,000  at April 30, 2004 to  $5,780,000 at April 30,
2005, principally due to an increase in plan liabilities resulting from a change
in the discount rate used in actuarial  calculations  from 6.25% to 5.75%.  As a
result, the Company recorded a comprehensive loss of $1,362,000 in 2005 compared
to  comprehensive  income of $1,420,000 in 2004 which reflects the change in the
unfunded  pension  liability  net of the related  deferred tax and  unrecognized
prepaid pension amounts in each year.

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

Capital expenditures for property, plant and equipment were primarily related to
Kable's  magazine  service  operations  and  consisted  of hardware and software
expenditures  incurred  in  connection  with the  expansion  of the  fulfillment
services  business.  Capital  expenditures  for investment  assets were incurred
principally in connection with the development of commercial  rental  properties
by  AMREP  Southwest.  The  Company  believes  that  it has  adequate  financing
capability to provide for its anticipated future capital expenditures.

Future Payments Under Contractual Obligations
---------------------------------------------

The table below summarizes significant  contractual cash obligations as of April
30, 2005 for the items indicated (in thousands):

<TABLE>


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

          Contractual                         Less than       1-3             3-5           More than
          Obligations           Total          1 year        years           years           5 years
          -----------        -----------    ------------   -----------    ------------    -------------

    Notes payable            $    12,054     $     2,089    $    2,460     $    7,505      $        -
    Operating leases               9,788           7,246         2,464             78               -
                             -----------    ------------   -----------    ------------    -------------
    Total                    $    21,842     $     9,335    $    4,924     $    7,583      $        -
                             ===========    ============   ===========    ============    =============

</TABLE>

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

In December 2004, the Financial  Accounting  Standards Board (the "FASB") issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 123 (revised  2004),
"Share-Based  Payment" (SFAS No. 123R), which replaces SFAS No. 123, "Accounting
for Stock-Based Compensation" and supercedes Accounting Principles Board ("APB")
Opinion No. 25,  "Accounting  for Stock  Issued to  Employees",  and its related
implementation  guidance.  SFAS No. 123R  requires all  share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
financial  statements  based on their  grant-date  fair  values in fiscal  years
beginning  after June 15, 2005,  with early adoption  encouraged.  The pro forma
disclosures  previously  permitted  under  SFAS  No.  123 no  longer  will be an
alternative to financial statement recognition. The Company is required to adopt
SFAS No. 123R in the first  quarter of fiscal 2007 which will begin May 1, 2006.
SFAS No. 123R allows for either prospective  recognition of compensation expense
or retroactive recognition, which may date back to the original issuance of SFAS
No.123 in the year of  adoption.  The  Company  is  currently  evaluating  these
transition  methods,  and  does not  believe  that  the  implementation  of this
standard  will have a material  impact on its  financial  position or results of
operations; however, the total expense recorded in future periods will depend on
several variables,  including the number of share-based awards that vest and the
fair value of those vested awards.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an  Amendment  of APB No. 129" ("SFAS No. 153).  The  amendments  made by SFAS
No.153 are based on the principal that exchanges of nonmonetary assets should be
measured  based  on  the  fair  value  of the  assets  exchanged.  Further,  the
amendments  eliminate the narrow exception for nonmonetary  exchanges of similar
productive  assets and  replace it with a broader  exception  for  exchanges  of
nonmonetary  assets that do not have  "commercial  substance".  This standard is
effective for  nonmonetary  asset  exchanges  occurring  after July 1, 2005. The
adoption of this  standard is not  expected  to impact the  Company's  financial
position or results of operations.

                                       12
<PAGE>

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

Information  by industry  segment is  presented  in note 16 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
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 16 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 or improved  operating  efficiencies,
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  concern 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 recent 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 businesses.

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,  New Mexico, 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  that 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  complete various internal computer system  enhancements
in process and intended to integrate the systems of the subscription fulfillment

                                       13
<PAGE>

business  acquired in April 2003 and  described  in note 12 to the  consolidated
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  service
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.

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 and fixed rate  receivables.  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,  2005 the  Company's  long term debt  obligations  and  receivables
(excluding trade accounts) by scheduled maturity, weighted average interest rate
and estimated Fair Market Value ("FMV") (amounts in thousands):

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


                                                                      There-              FMV @
                    2006       2007     2008      2009      2010      after    Total     4/30/05
                    ----       ----     ----      ----      ----      -----    -----     -------

Fixed rate
 receivables      $  1,419   $  1,156  $  1,697  $    -    $    -    $    -   $  4,272  $  3,944

Weighted average
 interest rate         8.2%       8.1%      8.1%      -         -         -        8.2%        -

Fixed rate debt   $  2,089   $  1,397  $  1,063  $    -    $    -    $    -   $  4,549  $  4,495

Weighted average
 interest rate         5.1%       4.9%      4.0%      -         -         -        4.8%        -

Variable rate
 debt             $      -   $      -  $      -  $    -    $ 7,505   $    -   $  7,505  $  7,505

Weighted average
 interest rate           -          -         -       -        4.9%       -        4.9%        -


</TABLE>







                                       14
<PAGE>

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


            Report of Independent Registered Public Accounting Firm
            -------------------------------------------------------

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,  2005 and 2004,  and the related
consolidated statements of income,  shareholders' equity and cash flows for each
of the  three  years  in the  period  ended  April  30,  2005.  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 the standards of the Public  Company
Accounting Oversight Board (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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of AMREP Corporation
and  subsidiaries  as of April  30,  2005 and  2004,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
April  30,  2005,  in  conformity  with  U.S.  generally   accepted   accounting
principles.

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.



/s/ McGladrey & Pullen, LLP

Davenport, Iowa
June 10, 2005



                                       15
<PAGE>

<TABLE>

<CAPTION>


                                    AMREP CORPORATION AND SUBSIDIARIES
                                       CONSOLIDATED BALANCE SHEETS
                                         APRIL 30, 2005 AND 2004
                                     (Dollar amounts in thousands)
<S>                                                             <C>                  <C>

                                     ASSETS                           2005                 2004
                                     ------                     ----------------    -----------------

CASH AND CASH EQUIVALENTS                                        $      37,743       $      26,805

RECEIVABLES, net:
   Magazine service operations                                          51,348              42,768
   Real estate operations                                                6,277               6,297
                                                                ----------------    -----------------
                                                                        57,625              49,065

REAL ESTATE INVENTORY                                                   52,906              51,648

INVESTMENT ASSETS, net                                                  11,356               9,611

PROPERTY, PLANT AND EQUIPMENT, net                                      11,600              18,261

OTHER ASSETS, net                                                       12,347              10,584

ASSETS OF DISCONTINUED OPERATIONS                                        5,541                   -

GOODWILL                                                                 5,191               5,191
                                                                ----------------    -----------------
     TOTAL ASSETS                                                 $    194,309        $    171,165
                                                                ================    =================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                             $     50,720        $      41,931
LIABILITIES OF DISCONTINUED OPERATIONS                                      13                  -

NOTES PAYABLE:
   Amounts due within one year                                           2,099                1,830
   Amounts subsequently due                                              9,955               10,813
                                                                ----------------    -----------------
                                                                        12,054               12,643

TAXES PAYABLE                                                            2,220                1,867
DEFERRED INCOME TAXES                                                    6,117                5,996
ACCRUED PENSION COST                                                     5,780                3,206
                                                                ----------------    -----------------

     TOTAL LIABILITIES                                                  76,904               65,643
                                                                ----------------    -----------------

SHAREHOLDERS' EQUITY:
   Common stock, $.10 par value;
    shares authorized - 20,000,000; shares issued - 7,414,704 at
    April 30, 2005 and 7,409,204 at April 30, 2004                         741                  741
   Capital contributed in excess of par value                           45,395               45,133
   Retained earnings                                                    82,695               69,815
   Accumulated other comprehensive loss, net                            (5,976)             ( 4,614)
   Treasury stock, at cost                                              (5,450)             ( 5,553)
                                                                ----------------    -----------------
     TOTAL SHAREHOLDERS' EQUITY                                        117,405              105,522
                                                                ----------------    -----------------

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $    194,309        $     171,165
                                                                ================    =================


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

                                       16
<PAGE>
<TABLE>


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


                                                                                 Year Ended April 30,
                                                               -------------------------------------------------------
                                                                    2005                2004               2003
                                                               ---------------     ---------------    ----------------
   REVENUES:
      Magazine service operations                              $    96,913         $    99,791        $     54,058

      Real estate operations-
        Land sales                                                  36,154              28,012              15,965

      Interest and other                                             1,439               1,488               2,166
                                                               ---------------     ---------------    ----------------

                                                                   134,506             129,291               72,189
                                                               ---------------     ---------------    ----------------

   COSTS AND EXPENSES:
      Operating expenses-
        Magazine service operations                                 79,324              83,020               42,527
        Real estate commissions and selling                          1,863                 923                  836
        Other                                                        1,453               1,140                1,023
      Real estate cost of sales-
        Land sales                                                  16,105              13,634                7,365
      General and administrative-
        Magazine Service operations                                  8,507               8,801                6,962
        Real estate operations and corporate                         3,680               2,894                3,114
      Interest, net                                                    660                 944                  582
                                                               ---------------     ---------------    ----------------

                                                                   111,592             111,356               62,409
                                                               ---------------     ---------------    ----------------

   INCOME FROM CONTINUING OPERATIONS
        BEFORE INCOME TAXES                                         22,914              17,935                9,780

   PROVISION  FOR INCOME TAXES FROM
        CONTINUING OPERATIONS                                        7,326               6,638                3,553
                                                               ---------------     ---------------    ----------------

   INCOME FROM CONTINUING OPERATIONS                                15,588              11,297                6,227

   INCOME (LOSS) FROM OPERATIONS OF
        DISCONTINUED BUSINESS
        (NET OF INCOME TAXES)                                          (63)                380                   46
                                                               ---------------     ---------------    ----------------

   NET INCOME                                                  $    15,525         $    11,677        $       6,273
                                                               ===============     ===============    ================

   EARNINGS PER SHARE FROM CONTINUING
        OPERATIONS                                             $      2.36         $      1.71        $        0.94
   EARNINGS (LOSS) PER SHARE FROM
        DISCONTINUED OPERATIONS                                      (0.01)               0.06                 0.01
                                                               ---------------     ---------------    ----------------

   EARNINGS PER SHARE - BASIC AND DILUTED                      $      2.35         $      1.77        $        0.95
                                                               ===============     ===============    ================

   WEIGHTED AVERAGE NUMBER OF COMMON
        SHARES OUTSTANDING                                           6,616               6,595                6,580
                                                               ===============     ===============    ================


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




                                       17
<PAGE>

<TABLE>

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

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


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

    Net income                         -            -             -       11,677               -               -        11,677

    Other comprehensive income         -            -             -            -           1,420               -         1,420
                                                                                                                     ----------

    Total comprehensive income                                                                                          13,097
                                                                                                                     ----------

    Cash dividends                     -            -             -       (1,648)              -               -        (1,648)


    Issuance of stock under
     Directors' Plan                   -            -           126            -               -             104           230

    Exercise of stock options          2            -            15            -               -               -            15
                                  -------    --------  ---------------  --------     -------------     ----------    ----------

BALANCE, April 30, 2004            7,409          741        45,133       69,815          (4,614)         (5,553)      105,522

    Net income                         -            -             -       15,525               -               -        15,525

    Other comprehensive loss           -            -             -            -          (1,362)              -        (1,362)
                                                                                                                     ----------

    Total comprehensive income                                                                                          14,163
                                                                                                                     ----------

    Cash dividends                     -            -             -       (2,645)              -               -        (2,645)

    Issuance of stock under
     Directors' Plan                   -            -           159            -               -             103           262

    Exercise of stock options          6            -           103            -               -               -           103
                                  -------    --------  ---------------  --------     -------------     ----------    ----------

BALANCE, April 30, 2005            7,415     $    741   $    45,395     $ 82,695      $   (5,976)      $  (5,450)    $ 117,405
                                  =======    ========  ===============  ========     =============     ==========    ==========


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



                                       18
<PAGE>

<TABLE>
<CAPTION>

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

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

                                                                                                    Year Ended April 30,
                                                                                    ------------------------------------------------
                                                                                        2005              2004               2003
                                                                                    -----------       -------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                       $   15,525        $    11,677       $     6,273
   Adjustments to reconcile net income
    to net cash provided by operating activities-
    Depreciation and amortization                                                        5,343              5,015             3,071
    Non-cash credits and charges:
     (Gain) loss on disposition of property plant and equipment                              -                619              (109)
     Provision for doubtful accounts                                                      (172)               680               237
     Pension (benefit) accrual                                                             303              ( 485)              160
     Stock based compensation - Directors' Plan                                            262                230                66
    Changes in assets and liabilities, excluding the effect of acquisitions:
     Receivables                                                                        (8,388)            (7,311)           (1,024)
     Real estate inventory                                                              (1,258)             4,863              (788)
     Other assets                                                                       (2,876)            (1,451)             (246)
     Accounts payable and accrued expenses                                               1,499              2,806            (1,112)
     Taxes payable`                                                                        353              1,262              (522)
     Deferred income taxes                                                               1,333              3,542               933
                                                                                    -----------       -------------     ------------
       Net cash provided by operating activities                                        11,924             21,447             6,939
                                                                                    -----------       -------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures - property, plant, and equipment                                (3,060)            (3,402)           (1,873)
   Capital expenditures - investment assets                                             (1,885)              (266)              (43)
   Deposit from condemnation of Utility Company                                          7,000                  -                 -
   Proceeds from disposition of property, plant and equipment                              190                  -               404
   Acquisitions, net                                                                      (100)                 -            (6,580)
                                                                                    -----------       -------------     ------------
       Net cash provided (used) by investing activities                                  2,145             (3,668)           (8,092)
                                                                                    -----------       -------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing                                                         25,596             27,831            28,098
   Principal debt payments                                                             (26,185)           (33,615)          (26,290)
   Exercise of stock options                                                               103                 15                44
   Cash dividends                                                                       (2,645)            (1,648)                -
                                                                                    -----------       -------------     ------------
       Net cash provided (used) by financing activities                                 (3,131)            (7,417)            1,852
                                                                                    -----------       -------------     ------------

INCREASE IN CASH AND CASH EQUIVALENTS                                                   10,938             10,362               699
CASH AND CASH EQUIVALENTS, beginning of year                                            26,805             16,443            15,744
                                                                                    -----------       -------------     ------------
CASH AND CASH EQUIVALENTS, end of year                                              $   37,743        $    26,805       $    16,443
                                                                                    ===========       =============     ============

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid - net of amounts capitalized                                       $      568        $       822       $       918
                                                                                    ===========       =============     ============

   Income taxes paid - net of refunds                                               $     6,817       $     2,049       $     3,173
                                                                                    ===========       =============     ============
   Non-cash transaction: Note payable for acquisition of
     Distribution contracts                                                         $     1,170       $         -       $         -
                                                                                    ===========       =============     ============








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


                                       19
<PAGE>



                       AMREP CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES:
    -------------------------------------------------------------------

    Organization and principles of consolidation
    --------------------------------------------

The consolidated financial statements include the accounts of AMREP Corporation,
an Oklahoma corporation, and its subsidiaries (individually and collectively, as
the context  requires,  the  "Company").  The  Company,  through  its  principal
subsidiaries,  is  primarily  engaged in three  business  segments.  Kable Media
Services,  Inc.  ("Kable")  operates in the  fulfillment  services  and magazine
distribution services businesses (collectively,  "magazine service operations"),
and  AMREP  Southwest  Inc.  ("AMREP  Southwest")  operates  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.

    Fiscal Year
    -----------

The Company's  fiscal year ends on April 30. All  references  to 2005,  2004 and
2003 mean the fiscal  years ended April 30, 2005,  2004 and 2003,  respectively,
unless the context otherwise indicates.

    Revenue recognition
    -------------------

Revenues from magazine service 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 in
accordance  with Statement of Financial  Accounting  Standards  ("SFAS") No. 48,
"Revenue  Recognition When Right of Return Exists".  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 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.

    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
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.

                                       20
<PAGE>

    Real estate inventory
    ---------------------

Land and improvements on land 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.

    Investment assets
    -----------------

Investment assets consist of investment land and commercial rental properties.

Investment land represents vacant,  undeveloped land not held for development or
sale in the normal  course of business  and which is stated at the lower of cost
or fair  market  value  less the  estimated  costs to  sell.  Commercial  rental
properties are recorded at cost less accumulated  depreciation.  Depreciation of
commercial  rental  properties  is provided by the straight  line basis over the
estimated  useful  lives,  which  generally  are 10 years or less for  leasehold
improvements and 40 years for buildings.

    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.

    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 in 1969 and, since
this  acquisition was made prior to the effective date of Accounting  Principles
Board Opinion ("APB") No. 17, was not amortized.

Effective  May 1, 2002,  the Company  adopted SFAS No. 142,  "Goodwill and Other
Intangible  Assets".  Under SFAS No. 142, goodwill and intangible assets with an
indefinite  life are no longer  subject to  amortization  and are  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 April 2005, the Company believes
that no goodwill impairment existed at April 30, 2005.

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

Long-lived  assets,  including  real  estate  inventory,  investment  assets and
property,  plant and equipment,  are evaluated in accordance  with SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets",  and reviewed
for  impairment  when events or changes in  circumstances  indicate the carrying
value of an asset may not be recoverable. Provisions for impairment are recorded
when  undiscounted cash flows estimated to be generated by those assets are less
than the carrying amount of the assets.  The amount of impairment would be equal
to the difference  between the assets'  carrying  value and the discounted  cash
flows.

    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.


                                       21
<PAGE>


    Earnings per share
    ------------------

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

    Stock options
    -------------

The  Company  issues  stock  options  to   non-employee   directors   under  the
Non-Employee  Directors Option Plan (see note 9). The Company accounts for stock
option grants in  accordance  with APB No. 25,  "Accounting  for Stock Issued to
Employees",  and has adopted the  disclosure-only  provisions of SFAS No. 123 as
amended by SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure".  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
plan.  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,  allowances for 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 December 2004, the Financial  Accounting  Standards Board (the "FASB") issued
SFAS No. 123 (revised  2004),  "Share-Based  Payment"  ("SFAS No. 123R"),  which
replaces SFAS No. 123, "Accounting for Stock-Based  Compensation" and supercedes
APB Opinion No. 25, "Accounting for Stock Issued to Employees",  and its related
implementation  guidance.  SFAS No. 123R  requires all  share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
financial  statements  based on their  grant-date  fair  values in fiscal  years
beginning  after June 15, 2005,  with early adoption  encouraged.  The pro forma
disclosures  previously  permitted  under  SFAS  No.  123 no  longer  will be an
alternative to financial statement recognition. The Company is required to adopt
SFAS No. 123R in the first  quarter of fiscal  2007,  which will begin on May 1,
2006.  SFAS No. 123R allows for either  prospective  recognition of compensation
expense or retroactive recognition, which may date back to the original issuance
of SFAS No. 123 in the year of  adoption.  The Company is  currently  evaluating
these transition  methods,  and does not believe that the implementation of this
standard  will have a material  impact on its  financial  position or results of
operations; however, the total expense recorded in future periods will depend on
several variables,  including the number of share-based awards that vest and the
fair value of those vested awards.

In December 2004, the FASB issued SFAS No. 153, "Exchanges on Nonmonetary Assets
- an Amendment of APB No. 129" ("SFAS No. 153"). The amendments made by SFAS No.
153 are based on the principle that  exchanges of  nonmonetary  assets should be
measured  based  on  the  fair  value  of the  assets  exchanged.  Further,  the
amendments  eliminate the narrow exception for nonmonetary  exchanges of similar
productive  assets and  replace it with a broader  exception  for  exchanges  of
nonmonetary  assets that do not have  "commercial  substance".  This standard is
effective for  nonmonetary  asset  exchanges  occurring  after July 1, 2005. The
adoption of this  standard is not  expected  to impact the  Company's  financial
position or results of operations.


                                       22
<PAGE>



    Reclassifications
    -----------------

The Company  began to account for the  operations  of its El Dorado,  New Mexico
water utility subsidiary as a "Discontinued  Operation" during the third quarter
of 2005 and has reclassified  prior periods to conform to this presentation (see
note  2).  Certain  other  prior  year  amounts  in the  consolidated  financial
statements have been  reclassified to conform with the 2005 presentation with no
effects on net income or shareholders' equity.

(2) DISCONTINUED OPERATIONS:
    ------------------------

In September 2004, a jury verdict was reached in court proceedings in connection
with the  condemnation of the Company's El Dorado water utility  subsidiary (the
"Utility") in Santa Fe, New Mexico which valued the Utility at $11,000,000.  The
condemning authority, the Eldorado Water & Sanitation District (the "District"),
had  proposed a  $6,200,000  valuation,  which the  Company  had  contested.  On
November 9, 2004, the Court entered its judgment  confirming the jury verdict in
the condemnation  case, and required the District to deposit $7,000,000 into the
Court's  account by December 1, 2004. The Court granted the District  possession
of the Utility fifteen days after the date of the deposit, and required that the
remaining  balance of the  verdict be  deposited  with 6% interest no later than
June 1, 2005 or the property would be returned to the Company and the $7,000,000
deposit refunded.  The District made the initial required  $7,000,000 deposit on
November 15, 2004 and took  possession  of the  Utility's  assets on December 1,
2004,  at which time the  Company  began to account  for the  operations  of the
Utility as a "Discontinued  Operation" and reclassified prior periods to conform
to  this  presentation.   On  May  27,  2005,  the  $4,000,000  balance  of  the
condemnation  award was paid  with  interest.  The  Company  estimates  that the
after-tax  net  gain  from  the  condemnation  (including  interest,  and net of
expenses) will be approximately $3.5 million, or $0.53 per share. The results of
the transaction,  which will be reported as a Gain from the Sale of Discontinued
Operations,  will be  recorded in the  Company's  financial  statements  for its
fiscal 2006 first quarter which ends on July 31, 2005.

(3) RECEIVABLES:
    ------------
<TABLE>
<S>                                                   <C>                 <C>

Receivables consist of:                                              April 30,
                                                      -------------------------------------
                                                            2005                 2004
                                                      ----------------    -----------------
                                                                   (Thousands)
Magazine service operations-
   Accounts receivable (maturing within one year)      $     110,513       $     98,388
   Allowances for-
     Estimated returns                                       (57,524)           (53,808)
     Doubtful accounts                                        (1,641)            (1,812)
                                                      ----------------    -----------------
                                                       $      51,348       $     42,768
                                                      ================    =================
Real estate operations-
   Mortgage and other receivables                      $       6,373       $      6,489
   Allowance for doubtful accounts                               (96)              (192)
                                                      ----------------    -----------------
                                                       $       6,277       $      6,297
                                                      ================    =================
</TABLE>


Magazine   service   operations   receivables    collateralize    line-of-credit
arrangements utilized for the magazine service operations (see note 8). Mortgage
receivables  bear  interest  at rates  ranging  from  8.0% to 12.0%  and  result
primarily from land sales.

The Company extends credit to various  companies in the real estate and magazine
operations  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, on occasion  (particularly
in  connection  with real  estate land  sales),  the taking of  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,  approximately  44% and 45% of Kable's
accounts  receivable  were due from three  customers at April 30, 2005 and 2004,
respectively.

                                       23
<PAGE>

Kable performs  fulfillment  services for 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  represented  approximately  2%,  2% and 4% of  consolidated
revenues in 2005, 2004 and 2003, respectively.

Maturities  of  principal on real estate  receivables  at April 30, 2005 were as
follows: 2006 - $3,503,000; 2007 - $1,156,000; 2008 - $1,714,000.

(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,  2005  and  2004  were   $2,825,000  and   $3,208,000,
respectively.  Interest  costs  capitalized  during  2005,  2004 and  2003  were
$65,000,  $126,000 and  $287,000,  respectively.  Accumulated  capitalized  real
estate taxes  included in the  inventory of land and  improvements  at April 30,
2005 and 2004 were  $2,635,000 and $3,116,000,  respectively.  Real estate taxes
capitalized  during  2005,  2004 and 2003 were  $18,000,  $42,000  and  $72,000,
respectively.  Previously  capitalized  interest  costs  and real  estate  taxes
charged to real estate cost of sales were  $883,000,  $608,000  and  $319,000 in
2005, 2004 and 2003, respectively,  and $64,000 was charged to commercial rental
properties in 2005.

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

(5) INVESTMENT ASSETS:
    ------------------

Investment assets consist of:
<TABLE>
<S>                                                   <C>                 <C>

                                                                    April 30,
                                                      -------------------------------------
                                                            2005                 2004
                                                      ----------------    -----------------
                                                                   (Thousands)

Land held for long-term investment                     $       6,573       $      6,573
                                                      ----------------    -----------------
Commercial rental properties -
    Land, buildings and improvements                           6,839              4,957
    Furniture and fixtures                                       216                213
                                                      ----------------    -----------------
                                                               7,055              5,170
    Accumulated depreciation                                  (2,272)            (2,132)
                                                      ----------------    -----------------
                                                               4,783              3,038
                                                      ----------------    -----------------
                                                       $      11,356       $      9,611
                                                      ================    =================
</TABLE>


Land held for long-term  investment  represents  property  located in areas that
will not be developed in the near term and thus has not been offered for sale.

Depreciation  charged to operations amounted to $140,000,  $137,000 and $138,000
in 2005, 2004 and 2003, respectively.

(6) PROPERTY, PLANT AND EQUIPMENT:
    ------------------------------
Property, plant and equipment consists of:
<TABLE>
<S>                                                   <C>                 <C>

                                                                    April 30,
                                                      -------------------------------------
                                                            2005                 2004
                                                      ----------------    -----------------
                                                                   (Thousands)

Land, buildings and improvements                       $       4,139       $      4,392
Furniture and equipment                                       27,317             24,299
Utility plant and equipment                                        -              8,308
Other                                                            116                139
                                                      ----------------    -----------------
                                                              31,572             37,138
Accumulated depreciation and amortization                    (19,972)           (18,877)
                                                      ----------------    -----------------
                                                       $      11,600       $     18,261
                                                      ================    =================
</TABLE>

                                       24
<PAGE>


Depreciation  charged to  operations  amounted  to  $4,001,000,  $4,100,000  and
$1,943,000 in 2005, 2004 and 2003, respectively. As a result of the condemnation
of  the  Utility,  the  Company  began  accounting  for  this  subsidiary  as  a
"discontinued operation" during the quarter ended January 31, 2005 (see note 2).

(7) OTHER ASSETS:
    -------------

Other assets consist of:
<TABLE>
<S>                                                   <C>                 <C>

                                                                    April 30,
                                                      -------------------------------------
                                                            2005                 2004
                                                      ----------------    -----------------
                                                                   (Thousands)

Prepaid expenses                                       $       1,587       $      1,235
Deferred charges, net                                          9,105              8,836
Security and other deposits                                      325                266
Other                                                          1,330                247
                                                      ----------------    -----------------
                                                       $      12,347       $     10,584
                                                      ================    =================


Amortization  related to deferred charges was $1,202,000,  $778,000 and $990,000
in 2005, 2004 and 2003, respectively.

(8) DEBT FINANCING:
    ---------------

Debt financing consists of:
                                                                    April 30,
                                                      -------------------------------------
                                                            2005                 2004
                                                      ----------------    -----------------
                                                                   (Thousands)

Notes payable -
   Line-of-credit borrowings -
     Real estate operations and other                  $         -         $        200
     Magazine service operations                             7,505                8,618
   Other notes payable                                       4,549                3,825
                                                      ----------------    -----------------
                                                       $    12,054         $     12,643
                                                      ================    =================
</TABLE>



Maturities  of principal on notes  outstanding  at April 30, 2005 are as follows
2006 -  $2,089,000;  2007 -  $1,397,000;  2008 -  $1,063,000;  2009 - $0; 2010 -
$7,505,000.

    Lines-of-credit and other borrowings
    ------------------------------------

In April  2005,  various  of Kable's  subsidiaries  comprising  its  Fulfillment
Services and Newsstand  Distribution  Services  businesses entered into a credit
arrangement with a bank which allows separate  revolving  credit  borrowings for
each business of up to $11,000,000 for Fulfillment Services and up to $9,000,000
for Newsstand  Distribution  Services based upon a prescribed percentage of each
borrower's eligible accounts receivable, as defined. The individual credit lines
are  collateralized by substantially  all of each borrower's assets  (consisting
principally  of  accounts  receivable  and  machinery  and  equipment)  and bear
interest  at the  bank's  prime  rate  (5.75%  at April  30,  2005)  or,  at the
borrower's option, a reserve adjusted  overnight or 30-day LIBOR-based  interest
rate plus a margin  established  quarterly of from 1.75% to 2.50% dependent upon
the borrower's  funded debt to EBITDA ratio, as defined.  At April 30, 2005, the
interest rate was based on the overnight LIBOR rate option (3.0%), the borrowing
availability of the Fulfillment  Services business was $9,000,000  against which
$5,981,000 was outstanding  with interest at a rate of 4.94%,  and the borrowing
availability  of the Newsstand  Distribution  Services  business was $11,000,000
against which  $1,524,000 was outstanding  with interest at a rate of 4.69%. The
credit arrangement  requires the maintenance or achievement of certain financial
ratios and contains  certain  financial  restrictions,  the most  significant of
which limit the amount of dividends  and other  payments that may be made by the
borrowers to their parent or other affiliates,  as well as capital  expenditures
and other borrowings. This credit arrangement matures in May 2010. An additional
$3,000,000 is available under this credit arrangement for capital expenditures.

AMREP  Southwest  has a loan  agreement  with a bank  with a  maximum  borrowing
capacity of $10,000,000  that may be used to support real estate  development in
New Mexico. The loan is uncollateralized  and bears interest at the bank's prime

                                       25
<PAGE>

rate less 0.75% or, at the borrower's  option, a LIBOR-based  interest rate plus
2.0%.  At  April  30,  2005,  there  were no  balances  outstanding  under  this
arrangement.  The credit agreement contains certain financial restrictions,  the
most  significant of which limit other borrowings and require the maintenance of
a minimum  tangible net worth (as defined) and a certain  level of  unencumbered
inventory. This credit arrangement matures in October 2008.

Other notes payable  consist of equipment  financing  loans and, in 2005, a note
payable related to the acquisition of  distribution  contracts,  with a weighted
average interest rate of 4.8% in 2005 and 5.4% in 2004.

(9) BENEFIT PLANS:
    --------------

    Retirement plan
    ---------------

The  Company  has a  retirement  plan  which,  prior to March 1,  2004,  covered
substantially  all  full-time  employees  and  provided  benefits  based  upon a
percentage of the employee's annual salary. Effective March 1, 2004, accumulated
benefits were frozen and future service  credits were  curtailed.  The following
tables  summarize the balance  sheet impact as well as the benefit  obligations,
assets, funded status and assumptions associated with the retirement plan.

Net periodic  pension cost (income) for 2005, 2004 and 2003 was comprised of the
following components:
<TABLE>
<S>                                                      <C>                <C>                <C>

                                                                         Year Ended April 30,
                                                         ------------------------------------------------------
                                                              2005               2004               2003
                                                         ---------------    ----------------   ----------------
                                                                              (Thousands)
Service cost (including plan expenses)                    $        124       $         784      $         568
Interest cost on projected
   benefit obligation                                            1,817               1,762              1,804
Expected return on assets                                       (2,064)             (1,793)            (2,049)
Amortization of prior service cost                                   -                (293)              (352)
Recognized net actuarial loss                                      426                 741                189
                                                         ---------------    ----------------   ----------------
Pension cost for normal activity                                   303               1,201                160
(Gain) on curtailment                                                -              (1,686)                 -
                                                         ---------------    ----------------   ----------------
Total cost (benefit) recognized in pretax  income                  303                (485)               160
Cost (benefit) recognized in pretax other
    comprehensive income                                         2,271              (2,368)            10,057
                                                         ---------------    ----------------   ----------------
                                                          $      2,574       $      (2,853)     $      10,217
                                                         ===============    ================   ================

Assumptions used in determining net periodic pension cost were:

                                                                         Year Ended April 30,
                                                      -----------------------------------------------------------
                                                             2005                 2004                 2003
                                                      -----------------    -----------------    -----------------

Discount rates                                              5.75%                6.25%                6.25%
Expected long-term rate of return
   on assets                                                8.0%                 8.0%                 8.0%

</TABLE>



                                       26
<PAGE>



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,
                                                                       -------------------------------
                                                                           2005              2004
                                                                       -------------    --------------
                                                                                (Thousands)
Change in benefit obligation:
    Benefit obligation at beginning of year                             $   30,048        $   29,483
    Service cost (excluding expense component)                                   -               684
    Interest cost                                                            1,817             1,762
    Actuarial (gain) loss                                                    1,821              (123)
    Benefits paid                                                           (1,878)           (1,758)
                                                                       -------------    --------------
    Benefit obligation at end of year                                   $   31,808        $   30,048
                                                                       -------------    --------------
Change in plan assets:
    Fair value of plan assets at beginning of year                      $   26,842        $   22,400
    Actual return on plan assets                                             1,277             5,299
    Employer contribution                                                        -             1,025
    Benefits paid                                                           (1,878)           (1,758)
    Expenses paid                                                             (212)             (124)
                                                                       -------------    --------------
    Fair value of plan assets at end of year                            $   26,029        $   26,842
                                                                       -------------    --------------

Funded status                                                           $   (5,780)       $   (3,206)
Unrecognized net actuarial loss                                              9,961             7,689
                                                                       -------------    --------------
Net amount recognized in the balance sheets                             $    4,181        $    4,483
                                                                       =============    ==============

Amounts recognized on the balance sheets:
    Accrued pension costs                                               $   (5,780)       $   (3,206)
    Pre-tax accumulated comprehensive loss                                   9,961             7,689
                                                                       -------------    --------------
                                                                        $    4,181        $    4,483
                                                                       =============    ==============

The average asset allocation for the retirement plan was as follows:
                                                                                 April 30,
                                                                       -------------------------------
                                                                           2005             2004
                                                                       -------------    --------------
    Equity securities                                                          75 %               70 %
    Fixed income securities                                                    22                 27
    Other (principally cash and cash equivalents)                               3                  3
                                                                       -------------    --------------
    Total                                                                     100 %              100 %
                                                                       =============    ==============
</TABLE>


The Company recorded other comprehensive  income (loss) of ($1,362,000) in 2005,
$1,420,000  in 2004 and  ($6,034,000)  in 2003 to account  for the net effect of
changes to the unfunded pension liability.

The  investment mix between  equity  securities  and fixed income  securities is
based upon achieving a desired return by balancing higher return,  more volatile
equity securities and lower return, less volatile fixed income securities.  Plan
assets are invested in portfolios of diversified  public-market equity and fixed
income  securities.  Investment  allocations are made across a range of markets,
industry  sectors,  capitalization  sizes,  and,  in the  case of  fixed  income
securities,  maturities and credit quality.  The plan holds no securities of the
Company.

The plan's expected  return on assets,  as shown above, is based on management's
expectation  of  long-term  average  rates  of  return  to be  achieved  by  the
underlying investment  portfolios.  In establishing this assumption,  management
considers  historical  and expected  returns for the asset  classes in which the
plan is invested, as well as current economic and market conditions.

The Company funds the retirement plan according to IRS funding  limitations.  In
2004,  $1,025,000  was paid by the Company to the plan.  No  contributions  were
required in 2005 and 2003. No  contribution  is expected to be required in 2006.
The amount of future  annual  benefit  payments is  expected to be between  $1.9
million and $2.1 million in 2006 through 2010, and an aggregate of approximately
$11.2 million is expected to be paid in the five year period 2011-2015.



                                       27
<PAGE>



    Savings and Salary Deferral Plan
    --------------------------------

The Company has a Savings and Salary  Deferral Plan,  commonly  referred to as a
401(k) plan, in which all full-time employees with more than one year of service
are eligible to participate  and contribute to through  salary  deductions.  The
Company may make discretionary matching  contributions,  subject to the approval
of its Board of Directors.  As of March 1, 2004,  the Company  matches 66.67% of
eligible  employees'  defined  contributions  up to a  maximum  of  4%  of  such
employees'  compensation.  Prior to March 1, 2004, the matching contribution was
33.33%  of  each  employee's  defined  contribution  up  to a  maximum  of 2% of
compensation.  The Company's  contribution to the plan amounted to approximately
$841,000, $389,000 and $251,000 in 2005, 2004 and 2003, 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.  The expense recorded based upon the fair market value of the
stock at time of issuance  under this plan was $262,000 in 2005  (15,000  shares
issued),  $230,000  in 2004  (15,000  shares  issued) and $66,000 in 2003 (7,500
shares issued), and 27,500 shares remain available for grant at April 30, 2005.

    Stock option plans
    ------------------

The Company has a  Non-Employee  Directors  Option Plan which has 19,000  shares
reserved for  issuance at April 30, 2005 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.

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


                                                                   Year Ended April 30,
                                    -----------------------------------------------------------------------
                                            2005                    2004                      2003
                                    --------------------   -----------------------   ----------------------
<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                   9,500     $ 9.12       9,000        $ 6.30       13,000     $ 5.92

Granted                               3,000      17.55       3,000         15.19        3,000       8.45
Exercised                            (5,500)      6.34      (2,500)         6.23       (7,000)      6.53
Expired or canceled                       -          -           -             -            -          -
                              -------------------      -------------------        -----------------
Options outstanding at
  end of year                         7,000      14.92       9,500          9.12        9,000       6.30
                              ===================      ===================        =================

Available for grant at
  end of year                        12,000                 15,000                     18,000
                              ===================      ===================        ==================

Options exercisable at
  end of year                         4,000                  6,500                      6,000
                              ===================      ===================        ==================

Range of exercise prices
  for options exercisable
  at end of year                $3.95 to $17.55          $3.95 to $8.45             $3.95 to $7.75
                              ===================      ===================        ==================
</TABLE>


Options  outstanding at April 30, 2005 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, 2005,  2004 and 2003 was
3.6,  3.2,  and 3.1 years,  respectively.  The  weighted  average  fair value of
options  granted  during the year was $5.57 in 2005,  $4.82 in 2004 and $2.84 in

                                       28
<PAGE>

2003.  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 2005,  2004 and 2003,  respectively:  expected
volatility of 42%, 44% and 46%; risk-free interest rates of 2.8%, 2.0% and 2.6%;
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.

(10) INCOME TAXES:
     -------------

The provision for income taxes consists of the following:
<TABLE>
<S>                                                     <C>                  <C>                 <C>

                                                                         Year Ended April 30,
                                                        -------------------------------------------------------
                                                             2005                2004                2003
                                                        ----------------    ---------------     ---------------
                                                                            (Thousands)
Current:
    Federal                                               $   5,770            $  2,961            $  2,335
    State and local                                             488                 350                 316
                                                        ----------------    ---------------     ---------------
                                                              6,258               3,311               2,651
                                                        ----------------    ---------------     ---------------
Deferred:
    Federal                                                     928               3,011                 793
    State and local                                             103                 531                 140
                                                        ----------------    ---------------     ---------------
                                                              1,031               3,542                 933
                                                        ----------------    ---------------     ---------------
Total provision for income taxes                          $   7,289            $  6,853            $  3,584
                                                        ================    ===============     ===============

The provision for income taxes has been allocated as follows:

                                                                         Year Ended April 30,
                                                        -------------------------------------------------------
                                                             2005                2004                2003
                                                        ----------------    ---------------     ---------------
                                                                            (Thousands)

Continuing operations                                     $   7,326            $  6,638            $  3,553
Discontinued operations                                         (37)                215                  31
                                                        ----------------    ---------------     ---------------
Total provision for income taxes                          $   7,289            $  6,853            $  3,584
                                                        ================    ===============     ===============
</TABLE>


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

                                                                                    April 30,
                                                                       -------------------------------------
                                                                            2005                  2004
                                                                       ---------------      ----------------
                                                                                   (Thousands)
Deferred income tax assets-
     State tax loss carryforwards                                       $     4,902          $      5,009
     Accrued pension costs                                                    2,316                 1,282
     Real estate inventory valuation                                              -                   566
     Other                                                                    1,562                 1,573
                                                                       ---------------      ----------------
     Total deferred income tax assets                                         8,780                 8,430
                                                                       ---------------      ----------------

Deferred income tax liabilities-
     Real estate basis differences                                           (2,022)               (2,149)
     Reserve for periodical returns                                          (1,470)               (1,177)
     Depreciable assets                                                      (3,369)               (3,270)
     Capitalized costs for financial reporting
       purposes, expensed for tax                                            (3,281)               (2,968)
                                                                       ---------------      ----------------
     Total deferred income tax liabilities                                  (10,142)               (9,564)
                                                                       ---------------      ----------------

     Valuation allowance for realization of state tax
       loss carry forwards                                                   (4,755)               (4,862)
                                                                       ---------------      ----------------
Net deferred income tax liability                                       $    (6,117)          $    (5,996)
                                                                       ===============      ================
</TABLE>


                                       29
<PAGE>

The following  table  reconciles  taxes computed at the U.S.  federal  statutory
income tax rate from continuing operations to the Company's actual tax provision
(benefit):
<TABLE>
<S>                                                           <C>                  <C>                 <C>

                                                                               Year Ended April 30,
                                                              --------------------------------------------------------
                                                                    2005                2004                2003
                                                              ----------------     ---------------     ---------------
                                                                                     (Thousands)
Computed tax provision at
  statutory rate                                               $      8,020         $      6,098        $     3,325
Increase (reduction) in tax resulting from:
     State income taxes, net of federal
       income tax effect                                                395                  717                391
     Other, primarily permanent differences related   to
       real estate land contributions                                (1,089)                (177)              (163)
                                                              ----------------     ---------------    ----------------
Actual tax provision                                           $      7,326         $      6,638       $      3,553
                                                              ================     ===============    ================
</TABLE>


(11) SHAREHOLDERS' EQUITY:
     ---------------------

The Company recorded other comprehensive  income (loss) of ($1,362,000) in 2005,
$1,420,000  in 2004 and  ($6,034,000)  in 2003 to account  for the net effect of
changes to the unfunded pension liability (see note 9).

In connection with the 2002 Non-Employee Directors' Stock Plan, 15,000 shares of
common stock were issued from treasury stock in each of 2005 and 2004 to members
of the Board of Directors as partial  compensation  for  services.  As a result,
there were 788,592 and 803,592 shares held in the treasury at April 30, 2005 and
2004, respectively.

(12) ACQUISITIONS:
     -------------

In November 2004, Kable's Distribution Services subsidiary purchased a portfolio
of magazine  distribution  contracts for a total purchase price of approximately
$1,270,000,  consisting of cash  ($100,000) and a $1,170,000  note payable.  The
purchase  price  was  capitalized  and  is  included  in  Other  Assets  on  the
accompanying consolidated balance sheet.

In April 2003, Kable's Fulfillment Services subsidiary acquired certain tangible
and  intangible  assets  and  assumed  certain   liabilities   constituting  the
subscription  fulfillment  business of Electronic  Data Systems  Corporation and
various subsidiaries in order to expand its fulfillment operations. The purchase
price for these assets was  approximately  $10,000,000 and consisted of cash and
the assumption of certain customer deposit liabilities. The transaction has been
accounted  for  as a  purchase  in  accordance  with  SFAS  No.  141,  "Business
Combinations",  and the results of operations  since the date of acquisition are
included  in the  consolidated  financial  statements.  The  purchase  price was
allocated to the acquired assets based upon an appraisal and other studies.  The
purchase  price  allocation  was as  follows:  Property,  plant and  equipment -
$7,486,000; Other assets - $4,296,000; Accrued expenses - $5,202,000; Total cash
price - $6,580,000.

(13) COMMITMENTS AND CONTINGENCIES:
     ------------------------------

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

The Company has entered into several conditional sales contracts for the sale of
approximately  1,180 lots in Rio Rancho, New Mexico which would close at varying
times  throughout  fiscal 2006 and 2007;  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 2005, 2004 and 2003 was  approximately  $9,359,000,
$12,075,000 and $4,378,000 respectively.

                                       30
<PAGE>

The total minimum rental  commitments for years  subsequent to April 30, 2005 of
$9,788,000  are due as follows:  2006 - $7,246,000;  2007 -  $2,105,000;  2008 -
$359,000; 2009 - $61,000; 2010 - $17,000; thereafter - none.

     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 the lot of the
purchaser,  without  cost  to  the  purchaser.  The  Company  has  not  incurred
significant costs related to the exchange of lots.

(14) LITIGATION:
     -----------

A subsidiary  of Kable 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 from the Kable
defendant of approximately $15.2 million;  any damages awarded would be trebled.
Kable's  subsidiary  is  vigorously  defending  itself,  but the outcome of this
matter is unknown.  Pretrial  discovery has been  completed,  and it is unlikely
that a trial will commence prior to calendar 2006. No provision has been made in
the financial statements for this contingency.

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

(15) 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,  magazine  service trade  receivables 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 was $3.9 million and $4.2 million versus carrying  amounts
of $4.3  million  and  $4.1  million  at April  30,  2005 and  April  30,  2004,
respectively.  The estimated fair value of the Company's  long-term,  fixed-rate
notes  payable was $4.5 million  versus a carrying  amount of $4.5 million as of
April 30, 2005 and $3.9 million versus $3.8 million as of April 30, 2004.

(16) 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 SFAS No. 131. The  Company's  magazine  service
operations  subsidiary  has  two  identified  segments,  Newsstand  Distribution
Services and Fulfillment  Services.  Newsstand  Distribution Services operations
involve the national and, to a small degree, international distribution and sale
of periodicals 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.  Real  Estate  operations
primarily  include  land  sales  activities,  which  involve  the  obtaining  of
approvals  and  development  of large tracts of land for sales to  homebuilders,
commercial users and others, as well as investments in commercial and investment
properties.  Corporate  revenues and expenses not  identifiable  with a specific
segment are grouped together in this presentation. Certain revenues and expenses
which in prior years had been included with Corporate have been  reclassified to
conform to the current year presentation and included in Real Estate Operations.
In  addition,  the  operations  of  the  Company's  Utility  subsidiary,   which
previously  had been  included in  Corporate,  are  presented  as  "Discontinued
Operations"  within the  accompanying  financial  statements,  and therefore its
revenues and expenses are excluded from the segment information.  Certain common
expenses as well as identifiable  assets are allocated  among industry  segments
based upon management's estimate of each segment's absorption.



                                       31
<PAGE>


Summarized  data  relative  to the  industry  segments  in which the Company has
operations is as follows (amounts in thousands):
<TABLE>
<S>                                    <C>                <C>              <C>                <C>              <C>

                                           Newsstand
                                         Distribution      Fulfillment     Real Estate
                                           Services        Services         Operations        Corporate        Consolidated
                                           --------        --------         ----------        ---------        ------------
Year ended April 30, 2005:
   Revenues                             $   13,017        $   83,896       $   37,385         $     208        $   134,506
   Expenses                                 11,603            76,228           20,995             2,106            110,932
   Management fee (income)                     116               784              900            (1,800)                 -
   Interest expense, net                        47               555                5                53                660
                                       ---------------   -------------    -------------      ------------     --------------
   Pretax income (loss) contribution
     from continuing operations         $    1,251        $    6,329       $   15,485         $    (151)       $    22,914
                                       ===============   =============    =============      ============     ==============

   Depreciation and amortization        $      575        $    4,403       $      188         $     177        $     5,343
   Identifiable assets                  $   38,681        $   41,918       $   75,571         $  32,948        $   189,118
   Intangible assets                    $    3,893        $    1,298       $        -         $       -        $     5,191
   Capital expenditures                 $        -        $    3,018       $    1,913         $      14        $     4,945
----------------------------------------------------------------------------------------------------------------------------

Year ended April 30, 2004:
   Revenues                             $   12,162        $   87,629       $   29,415         $      85        $   129,291
   Expenses                                 11,036            80,786           17,022             1,568            110,412
   Management fee (income)                     141               592              770            (1,503)                 -
   Interest expense, net                        30               615              213                86                944
                                       ---------------   -------------    -------------      ------------     --------------
   Pretax income (loss) contribution
     from continuing operations         $      955        $    5,636       $   11,410         $     (66)       $    17,935
                                       ===============   =============    =============      ============     ==============

   Depreciation and amortization        $      459        $    4,087       $      225         $     244        $     5,015
   Identifiable assets                  $   33,917        $   38,983       $   76,934         $  16,140        $   165,974
   Intangible assets                    $    3,893        $    1,298       $        -         $       -        $     5,191
   Capital expenditures                 $      218        $    3,069       $      266         $     115        $     3,668

----------------------------------------------------------------------------------------------------------------------------
Year ended April 30, 2003:
   Revenues                             $   14,832        $   39,226       $   17,738         $     393        $    72,189
   Expenses                                 12,147            37,342           10,932             1,406             61,827
   Management fee (income)                     182               518              700            (1,400)                 -
   Interest expense, net                       190               162              137                93                582
                                       ---------------   -------------    -------------      ------------     --------------
   Pretax income contribution
      from continuing operations        $    2,313        $    1,204       $    5,969         $     294        $     9,780
                                       ===============   =============    =============      ============     ==============

   Depreciation and amortization        $      763        $    1,848       $      227         $     233        $      3,071
   Identifiable assets                  $   31,962        $   34,970       $   73,991         $  13,436        $    154,359
   Intangible assets                    $    3,893        $    1,298       $        -         $       -        $      5,191
   Capital expenditures                 $       66        $    1,263       $       65         $     522        $      1,916

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

</TABLE>

                                       32
<PAGE>




(17) SELECTED QUARTERLY FINANCIAL DATA (Unaudited):
     ----------------------------------------------
<TABLE>
<S>                                      <C>             <C>              <C>              <C>

                                             (In thousands of dollars, except per share amounts)
                                                                  Quarter Ended
                                         -----------------------------------------------------------------

Year ended April 30, 2005:                  July 31,       October 31,      January 31,      April 30,
                                              2004            2004            2005             2005
                                         --------------  ---------------  --------------  --------------

Revenues                                  $    33,638     $     33,230     $    31,486     $    36,152

Gross Profit                                    9,967            9,465           7,120          11,072

Income from continuing
 operations, net of taxes                       3,941            4,370           2,511           4,766
                                         --------------  ---------------  --------------  --------------

Income (loss) from operations of
 discontinued business, net of
 taxes                                             85             (175)             50             (23)
                                         --------------  ---------------  --------------  --------------

Net income                                $     4,026     $      4,195     $     2,561     $     4,743
                                         ==============  ===============  ==============  ==============
Earnings (loss) per share - Basic
 and Diluted:
  Continuing Operations                   $      0.60     $       0.66     $      0.38     $      0.72
  Discontinued Operations                        0.01            (0.03)           0.01               -
                                         --------------  ---------------  --------------  --------------

Total                                     $      0.61     $       0.63     $      0.39     $      0.72
                                         ==============  ===============  ==============  ==============

Year ended April 30, 2004:                  July 31,       October 31,      January 31,      April 30,
                                              2003             2003            2004            2004
                                         --------------  ---------------  --------------  --------------
Revenues                                  $    33,061     $     32,173     $    32,969     $    31,088

Gross Profit                                    9,416            7,604           6,933           7,544

Income from continuing
 operations, net of taxes                       3,375            2,564           3,341           2,017
                                         --------------  ---------------  --------------  --------------
Income from operations of
 discontinued business, net of
 taxes                                            156              152              42              30
                                         --------------  ---------------  --------------  --------------

Net income                                $     3,531     $      2,716     $     3,383     $     2,047
                                         ==============  ===============  ==============  ==============
Earnings per share - Basic and
 Diluted:
  Continuing Operations                   $      0.51     $       0.39     $      0.50     $      0.31
  Discontinued Operations                        0.03             0.02            0.01              -
                                         --------------  ---------------  --------------  --------------
Total                                     $      0.54     $       0.41     $      0.51     $      0.31
                                         ==============  ===============  ==============  ==============
</TABLE>



                                       33
<PAGE>

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

None

Item 9A.      Controls and Procedures
--------      -----------------------

Evaluation of Disclosure Controls and Procedures

The  Company's  management,  with  the  participation  of  the  Company's  chief
financial  officer  and  the  other  executive  officers  whose   certifications
accompany this annual report,  have evaluated the effectiveness of the Company's
disclosure  controls  and  procedures  (as defined in Rule  13a-15(e)  under the
Securities  Exchange  Act of 1934) as of the end of the  period  covered by this
report.  As a result of such  evaluation,  the chief financial  officer and such
other  executive  officers  have  concluded  that such  disclosure  controls and
procedures  are  effective,  in all  material  respects,  to provide  reasonable
assurance  that the  information  required  to be  disclosed  in the reports the
Company files or submits under the Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules and forms. The Company believes that
a controls  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 the Company's  internal  controls,
there was no significant change to the Company's  internal  controls,  including
any  corrective  actions with regard to  significant  deficiencies  and material
weaknesses.

Changes in Internal Control over Financial Reporting

No change in the Company's system of internal  control over financial  reporting
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.


Item 9B.      Other Information
--------      -----------------

None






                                       34
<PAGE>


                                    PART III
                                    --------


Item 10.      Directors and Executive Officers of the Registrant.
--------      ---------------------------------------------------

The information set forth under the headings "Election of Directors", "The Board
of  Directors  and its  Committees"  and  "Section  16(a)  Beneficial  Ownership
Reporting  Compliance"  in the  Company's  Proxy  Statement  for its 2005 Annual
Meeting of Shareholders to be filed with the Securities and Exchange  Commission
(the "2005 Proxy Statement") is incorporated  herein by reference.  In addition,
information  concerning the Company's  executive  officers is included in Part I
above under the caption "Executive Officers of the Registrant."

Item 11.      Executive Compensation.
--------      -----------------------

The information set forth under the headings  "Executive  Compensation" and "The
Board  of  Directors  and  its  Committees"  in  the  2005  Proxy  Statement  is
incorporated herein by reference.

Item 12.      Security  Ownership of Certain  Beneficial  Owners and  Management
--------      ------------------------------------------------------------------
              and Related Stockholder Matters.
              --------------------------------

The  information  set forth under the heading "Common Stock Ownership of Certain
Beneficial Owners and Management" and under the subheading "Equity  Compensation
Plan  Information"  in the  2005  Proxy  Statement  is  incorporated  herein  by
reference.

Item 13.      Certain Relationships and Related Transactions.
--------      -----------------------------------------------

The information set forth under the heading  "Compensation  Committee Interlocks
and Insider Participation" in the 2005 Proxy Statement is incorporated herein by
reference.

Item 14.      Principal Accountant Fees and Services.
--------      ---------------------------------------

The information set forth under the subheadings  "Audit Fees" and  "Pre-Approval
Policies and Procedures" in the 2005 Proxy  Statement is incorporated  herein by
reference.









                                       35
<PAGE>



                                     PART IV
                                     -------

Item 15.      Exhibits and Financial Statement Schedules
--------      ------------------------------------------

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

          AMREP Corporation and Subsidiaries:

          o    Report of Independent  Registered  Public  Accounting  Firm dated
               June 10, 2005 - McGladrey & Pullen, LLP

          o    Consolidated Balance Sheets - April 30, 2005 and 2004

          o    Consolidated Statements of Income for the Three Years Ended April
               30, 2005

          o    Consolidated  Statements  of  Shareholders'  Equity for the Three
               Years Ended April 30, 2005

          o    Consolidated  Statements  of Cash Flows for the Three Years Ended
               April 30, 2005

          o    Notes to Consolidated Financial Statements

          2. Financial  Statement  Schedules.  The following financial statement
             --------------------------------
schedule is filed as part of this report:

          AMREP Corporation and Subsidiaries:

          o    Schedule II - Valuation and Qualifying Accounts

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

          3.  Exhibits.
              ---------

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

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

(b)       Exhibits.  See (a)3 above.
          ---------

(c)       Financial Statement Schedules.  See (a)2 above.
          ------------------------------


                                       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 28, 2005                                 By /s/Peter M. Pizza
                                                         -----------------
                                                       Peter M. Pizza
                                                       Vice President and Chief
                                                       Financial Officer

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 and Chief Financial Officer           Director
  Principal Financial Officer                          Dated:  July 28, 2005
  and Principal Accounting Officer*
  Dated:  July 28, 2005

/s/Jerome Belson                                      /s/Albert V.  Russo
----------------                                      -------------------
  Jerome Belson                                        Albert V. Russo
  Director                                             Director
  Dated:  July 28, 2005                                Dated:  July 28, 2005

/s/Edward B. Cloues II                                /s/Samuel N. Seidman
----------------------                                --------------------
  Edward B. Cloues II                                  Samuel N. Seidman
  Director                                             Director
  Dated:  July 28, 2005                                Dated:  July 28, 2005

/s/Lonnie A. Coombs                                   /s/James Wall
-------------------                                   -------------
  Lonnie A. Coombs                                     James Wall
  Director                                             Director*
  Dated:  July 28, 2005                                Dated:  July 28, 2005

                                                      /s/Michael P. Duloc
                                                      -------------------
                                                       Michael P. Duloc
                                                       President, Kable Media
                                                        Sevices, Inc.*
                                                       Dated:  July 28, 2005



-----------------
*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 Media
Services, Inc. ("Kable").  James Wall is the principal executive officer of ASW,
and Michael P. Duloc is the principal executive officer of Kable. The registrant
has no chief  executive  officer.  Its  executive  officers  include James Wall,
Senior Vice  President and Peter M. Pizza,  Vice  President and Chief  Financial
Officer,  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)
<S>                                         <C>              <C>              <C>               <C>              <C>
                                                                       Additions
                                                             --------------------------------
                                                                Charges         Charged
                                              Balance at      (Credits) to    (Credited) to
                                               Beginning        Costs and          Other                         Balance at End
            Description                        of Period        Expenses         Accounts         Deductions       of Period
            -----------                     ---------------  --------------- ----------------   --------------   --------------



 FOR THE YEAR ENDED
 APRIL 30, 2005:
     Allowance for doubtful accounts
       (included in receivables - real
       estate operations on the
       consolidated balance sheet)            $       192      $        -      $          -       $       96       $       96
                                            ---------------  --------------- ----------------   --------------   --------------

     Allowance for estimated returns and
       doubtful accounts (included in
       receivables - magazine circulation
       operations on the consolidated
       balance sheet)                         $    55,620      $    3,825      $          -       $      280       $   59,165
                                            ---------------  --------------- ----------------   --------------   --------------

 FOR THE YEAR ENDED
 APRIL 30, 2004:
     Allowance for doubtful accounts
       (included in receivables - real
       estate operations on the
       consolidated balance sheet)            $       280      $        7      $          -       $       95       $      192
                                             ---------------  --------------- ----------------   --------------   --------------

     Allowance for estimated returns and
       doubtful accounts (included in
       receivables - magazine circulation
       operations on the consolidated
       balance sheet)
                                              $    65,811      $  (10,015)     $          -       $      176       $   55,620
                                            ---------------  --------------- ----------------   --------------   --------------

 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      $          -       $      130       $   65,811
                                            ---------------  --------------- ----------------   --------------   --------------
</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 July 13, 2004 - Incorporated by  reference  to
                    Exhibit 3 (b) to Registrant's Annual Report on Form 10-K for
                    the fiscal year ended April 30, 2004.

4 (a)         Amended  and  Restated  Loan and  Security  Agreement  dated as of
                    April  28,  2005  among  Kable  News  Company,  Inc.,  Kable
                    Distribution Services,  Inc., Kable News Export, Ltd., Kable
                    News International,  Inc., Kable Fulfillment Services,  Inc.
                    and Kable  Fulfillment  Services of Ohio,  Inc.  and LaSalle
                    Bank National  Association.  - Incorporated  by reference to
                    Exhibit  10.1 to  Registrant's  Current  Report  on Form 8-K
                    filed May 3, 2005.

4 (b)        Credit Agreement dated as of April 1, 2005 between AMREP  Southwest
                    Inc.   and  Wells  Fargo  Bank,   National   Association   -
                    Incorporated  by reference  to Exhibit 10.1 to  Registrant's
                    Current Report on Form 8-K filed May 11, 2005.

4 (c)        Revolving Line  of  Credit  Note dated  April 1,  2005  from  AMREP
                    Southwest Inc. to Wells Fargo Bank,  National  Association -
                    Incorporated  by reference  to Exhibit 10.2 to  Registrant's
                    Current Report on Form 8-K filed May 11, 2005.

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)       Offer letter dated June 2, 2005 from Registrant to Joseph S.  Moran
                    - Incorporated  by reference to Exhibit 10.1 to Registrant's
                    Current Report on Form 8-K filed June 8, 2005.*

21           Subsidiaries of Registrant - Filed herewith.

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

31.1         Certification  required  by Rule 13a - 14 (a) under the  Securities
             Exchange Act of 1934.

31.2         Certification  required  by Rule 13a - 14 (a) under the  Securities
             Exchange Act of 1934.

31.3         Certification  required  by Rule 13a - 14 (a) under the  Securities
             Exchange Act of 1934.

32           Certification  required  by Rule 13a - 14 (b) under the  Securities
             Exchange Act of 1934.

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




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