SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

For the fiscal year ended     April 30, 2004  Commission File Number 1-4702
                              --------------                         ------
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                              EXCHANGE ACT OF 1934

For the transition period from                 to
                               --------------     --------------

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

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


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

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

           Securities registered pursuant to Section 12(b) of the Act:

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

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

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

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

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, 2003 (the last  business day of the  Registrant's  most  recently  completed
second  fiscal  quarter),  on the  New  York  Stock  Exchange  Composite  Tape -
$35,519,083.

Number of shares of Common Stock, par value $.10 per share,  outstanding at July
21, 2004 - 6,611,112.

                       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 2004 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 News Company, Inc.
and its subsidiaries (collectively,  "Kable"). Data concerning industry segments
is set forth in note 14 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,
2004, 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 some  72,860  acres have been
platted into approximately 112,800 homesite and commercial lots and 16,330 acres
are  dedicated to community  facilities,  roads and drainage  with the remainder
consisting of unplatted land. At April 30, 2004,  approximately  85,000 of these
lots had been sold. The Company currently owns approximately 20,460 acres in Rio
Rancho,  of which  approximately  5,700 acres are in contiguous blocks which are
being developed or are suitable for development  and  approximately  2,100 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 15 shopping centers with approximately 1.4
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 owns and operates a water  utility  company  (the  "Utility")  which
serves a subdivision of approximately 2,750 homes the Company developed in Santa
Fe, New Mexico in prior years.  During the fourth  quarter of 2004, the Eldorado
Water & Sanitation  District (the "District")  filed a Petition for Condemnation
and Immediate  Possession  of the  Utility's  assets for the purpose of assuming
control  of the  Utility.  In  connection  with the  condemnation  process,  the
District  submitted an appraisal  of  approximately  $6.2 million to support the
price it proposes to pay for the Utility's assets,  which amount is in excess of
the Company's  asset carrying  value for the Utility.  The Company is contesting
the accuracy of this appraisal, and has submitted a different appraisal which is
much higher than that of the District.  The statutory  process gives the parties
the right to  request a third  party  appraisal.  In May  2004,  the  District's
petition for immediate possession was denied and a September 2004 trial date was
set to hear this matter and,  among other issues,  to establish the valuation of
the Utility.  Pending the outcome of the trial, the Company will continue to own
and operate the Utility.

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.
In addition,  the Company owns approximately 12.6 acres in the Orlando,  Florida
area.  During fiscal 2003,  approximately  1.6 acres of contiguous  property was
acquired by a  governmental  authority  through  condemnation  proceedings,  and
condemnation  proceedings have been initiated on the remaining 12.6 acres.  This
process  was  finalized  during  June  2004  at an  amount  which  exceeded  the
property's carrying value.

       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,
2004, Kable employed  approximately  1,425 persons,  of whom approximately 1,285
were involved in its fulfillment activities and 140 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,  list services and product fulfillment services,  and it accounted for
88% of Kable's revenues in fiscal 2004.

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 their  subscribers.  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 promotional mailings,
and sorts and sequences  mailing labels to provide optimum postal  discounts for
clients. Product fulfillment services are provided for Kable's publisher clients
and other  direct  marketers.  In this  activity,  Kable  receives,  warehouses,
processes and ships merchandise.

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

In April 2003, the Company, through a wholly-owned subsidiary of Kable, acquired
the subscription fulfillment business of Electronic Data Systems Corporation and


                                       3
<PAGE>

various  subsidiaries  which was based in  Louisville,  Colorado.  The  acquired
business had  revenues of  approximately  $82 million in its most recent  fiscal
year prior to the acquisition; however, annual revenues and net income after the
acquisition were anticipated to be substantially  reduced from historical levels
because of known  customer  losses that were  identified  prior to the purchase.
During  the year ended  April 30,  2004,  revenues  from the  acquired  business
approximated  $49  million;   however,  it  is  anticipated  that  the  revenues
contributed  by the acquired  subscription  fulfillment  business in fiscal 2005
will be lower than in fiscal 2004. As a result of this transaction,  the Company
believes  that  Kable  is  now  the  second  largest  provider  of  subscription
fulfillment services to magazine publishers in the United States.

With this acquisition, Kable now performs fulfillment services for approximately
870 different magazine titles for approximately 280 clients and maintains almost
60  million  active  subscriber  names for its client  publishers.  In a typical
month,  Kable produces over 80 million mailing labels for its client  publishers
and also prepares  approximately  18 million billing and renewal  statements for
mailing.

There are a number of companies that perform fulfillment services for publishers
and with which Kable  competes,  including  one which is much larger than Kable.
Since  publishers  often  utilize  only  a  single  fulfillment  company  for  a
particular  publication,  there is  intense  competition  to obtain  fulfillment
contracts  with  publishers.  Competition  for  non-publisher  clients  is  also
intense.  Kable  has a  staff  whose  primary  task  is to  solicit  fulfillment
business.

Newsstand Distribution Services

In its Newsstand  Distribution  Services operation,  Kable distributes magazines
for over 190 publishers.  Among the titles are many special interest  magazines,
including automotive,  puzzle, men's sophisticates,  comics, romance and sports.
In a typical month,  Kable  distributes to wholesalers  approximately 24 million
copies of various titles.  Kable purchases the  publications  from its publisher
clients  and  sells  them  to  approximately  50  independent  wholesalers.  The
wholesalers in turn sell the  publications  to individual  retail  outlets.  All
parties  generally  have full return  rights for unsold  copies.  The  newsstand
distribution business accounted for 12% of Kable's revenues in fiscal 2004.

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 four other national distributors,  all of whom are
substantially larger than Kable. Each of these larger competitors is owned by or
affiliated  with  a  magazine  publishing  company.  Such  companies  publish  a
substantial  portion of all magazines  published in the United  States,  and the
competition  for  the  distribution  rights  to the  remaining  publications  is
intense. 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,  and, as a result,
approximately 45% of Kable's accounts receivable at April 30, 2004 were due from
three customers.

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
Newsstand  Distribution  Services  businesses  in owned  and  leased  facilities


                                       4
<PAGE>

aggregating  approximately 700,000 square feet in Mt. Morris, Illinois,  Marion,
Ohio, Louisville, Colorado, New York City and Cerritos, California. The Colorado
facility was leased in connection  with the  acquisition of the Electronic  Data
System Corporation  subscription fulfillment business. The Company's real estate
operations  are   headquartered  in   approximately   7,000  square  feet  of  a
Company-owned 55,000 square foot office building in Rio Rancho, New Mexico, with
the  excess  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  subsidiary  and three
other national distributors were added as defendants.  Motions by the defendants
to dismiss the Amended  Complaint were granted,  with leave to the plaintiffs to
replead  specified  claims.  In June 2001, a Second Amended  Complaint was filed
which included two claims against  Kable:  (i) violation of the  Robinson-Patman
Act,  which  generally  prohibits  discriminatory  pricing,  and (ii)  breach of
fiduciary duty.

The defendants moved to dismiss the Second Amended  Complaint.  The Court denied
the motions with respect to the  Robinson-Patman  Act claims but  dismissed  the
claims for breach of fiduciary  duty.  Kable  answered the  Robinson-Patman  Act
claims of the Second Amended  Complaint,  denying the material  allegations  and
asserting  affirmative  defenses.  Kable 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 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 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  other than  Kable and one of the other  national
distributors  have moved for summary judgment on grounds not available to Kable.
That  motion is  pending.  After  that  motion is  decided,  Kable and the other
national distributor and, if necessary, the remaining defendants, intend to move
for summary  judgment on other  grounds.  If the case is not  disposed of on the
summary judgment  motions,  it is unlikely that a trial would be conducted prior
to calendar 2005. An adverse outcome could  materially  affect the  consolidated
financial position 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 2004.

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;          67
                  Chairman, President and Chief Executive Officer of
                  AMREP Southwest Inc., a wholly-owned subsidiary of
                  the Company, since 1991.

                                       5
<PAGE>


 Peter M. Pizza   Vice President and Chief Financial Officer of the         53
                  Company since May 2001; Vice President and Controller
                  of the Company from 1997 to 2001.

 Michael P. Duloc President and Chief Operating Officer of Kable            47
                  News Company, Inc., a wholly-owned subsidiary of
                  the Company, since November 2000; President and
                  Chief Operating Officer of the Kable Distribution
                  Services division of Kable News from 1996 to
                  November 2000.

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

                                     PART II
                                     -------
Item 5.           Market for Registrant's Common Equity and Related
-------           -------------------------------------------------
                  Stockholder Matters
                  -------------------

The Company's  common stock is traded on the New York Stock  Exchange  under the
symbol "AXR". On July 1, 2004, there were approximately  1,800 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
      ------    ------   ------   ------    ------    ------    ------    ------
2004 $ 13.88   $  9.20  $ 16.45  $ 11.91   $ 16.05   $ 15.26   $ 17.65   $ 15.27
2003 $  8.70   $  7.50  $  8.85  $  7.71   $  8.14   $  7.27   $  9.42   $  7.85


Dividend Policy

Prior to 2003,  the Company had never paid a cash  dividend on its common stock.
On July 9, 2003, however,  the Board of Directors declared a special dividend of
$0.25 per share payable on August 13, 2003 to shareholders of record on July 24,
2003. The Board also indicated that the  declaration and payment of dividends in
the future would be determined in light of conditions then existing.

On July 13,  2004,  the Board of Directors  evaluated  the  Company's  financial
performance  for 2004,  including its earnings,  financial  condition and future
capital requirements, and declared a special dividend of $0.40 per share payable
on August 18, 2004 to shareholders of record on July 27, 2004.

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, 2003 and March 15, 2004,  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 to the Company's 2004 Proxy Statement for its 2004
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
statements  for the three  years  ended  April 30,  2004  have been  audited  by
McGladrey & Pullen, LLP, independent  registered public accounting firm, and the
consolidated  financial  statements  for the years ended April 30, 2001 and 2000


                                       6
<PAGE>

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,
                          ----------------------------------------------------------------------------------
                                  2004             2003           2002            2001 (a)          2000
<S>                          <C>             <C>              <C>             <C>              <C>
                             --------------  ---------------  --------------- ---------------  -------------
Financial Summary:
  Revenues                    $   131,107      $   73,791      $   83,405     $   73,209      $   119,833
  Net Income                  $    11,677      $    6,273      $    3,698     $    2,557      $     1,169
  Total Assets (b)            $   171,165      $  159,550      $  149,832     $  164,844      $   172,436

Capitalization:
  Shareholders' Equity        $   105,522      $   93,828      $   93,479     $   89,781      $    91,981
  Notes Payable               $    12,643      $   18,427      $   16,619     $   44,260      $    46,911

Per Share:
  Earnings Per Share-
     Basic and Diluted        $      1.77      $     0.95      $     0.56     $     0.38      $      0.16
  Book Value                  $     15.97      $    14.24      $    14.22     $    13.66      $     12.70
  Cash Dividend               $       .25      $        -      $        -     $        -      $         -

Shares Outstanding                  6,606          6,588            6,574          6,574            7,240


(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)  Total  Assets  for 2003 and 2002 have been  reclassified  to conform to the
     2004 presentation. See note 5 to the consolidated financial statements.

</TABLE>


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 14 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 2004,  2003 and 2002 mean the fiscal years ended April 30, 2004,  2003
and 2002, respectively.

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

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

The  preparation  of  such  financial  statements  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
those  financial  statements  and the reported  amounts of revenues and expenses
during  the  reporting  period.  Following  are  some  of  the  areas  requiring
significant  judgments and estimates:  (i) revenue  recognition for the magazine
distribution  business,  including estimates of allowances for magazine returns;

                                       7
<PAGE>

(ii) allowances for doubtful accounts;  (iii) land development budgets and costs
to  complete;  (iv) cash flow and  valuation  assumptions  in  performing  asset
impairment tests of long-lived assets and assets held for sale; (v) pension plan
information;  and (vi) legal  contingencies.  Actual  results  could differ from
those estimates.

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


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

Results of Operations

Consolidated  revenues increased from $73.8 million in 2003 to $131.1 million 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 increased from $6.3 million, or
$0.95 per share, in 2003 to $11.7 million, or $1.77 per share, in 2004.

Revenues from Kable's Fulfillment Services and Newsstand  Distribution  Services
businesses (collectively, "magazine operations") increased from $54.1 million in
2003 to $99.8  million  in 2004.  Revenues  from  Kable's  Fulfillment  Services
business  increased  from  $39.2  million  in 2003 to  $87.6  million  in  2004,
principally as a result of the acquisition of the EDS  subscription  fulfillment
business  mentioned above.  The revenue  increase from Fulfillment  Services was
offset  in  part,   however,  by  a  decline  in  revenues  from  the  Newsstand
Distribution  Services  business  from $14.8 million in 2003 to $12.2 million 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  $33.7  million  in 2003 to  $75.0  million  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  are  relatively  higher  than  at  the
Company's other locations,  and included  charges of approximately  $1.6 million
for the costs of relocating  and  centralizing  certain  fulfillment  operations
following the acquisition.  Operating costs for Newsstand  Distribution Services
decreased  to $8.0  million  in 2004  compared  to $8.9  million  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.

As a result of  customer  losses  that were  identified  and known  prior to the
acquisition  of the EDS  subscription  fulfillment  business and which  occurred
throughout  2004,  it  is  anticipated  that  the  revenues  and  pretax  income
contributed by the acquired  subscription  fulfillment  business in 2005 will be
lower than in 2004.  Accordingly,  the results for Kable's Fulfillment  Services
business for 2004 are not  necessarily  a good  indication  of what may occur in
future periods.

                                       8
<PAGE>

Revenues  from land  sales at the  Company's  AMREP  Southwest  subsidiary  also
increased  substantially in 2004, from $16.0 million in 2003 to $28.0 million 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% and 54% in 2004 and
2003,  respectively.  The pretax profit contribution from the land sales segment
improved  significantly  in 2004 versus  2003,  reflecting  the much higher 2004
revenues.  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,  and prior results are
not necessarily a good indication of what may occur in future periods.

Real estate  commissions  and selling  expenses  decreased  as a  percentage  of
related  revenues,  from 5.2% in 2003 to 3.3% in 2004,  due to the  closing of a
higher  mix of land sales in the  current  year  without  the  involvement  of a
broker.  Such costs  generally  vary  depending  upon the terms of specific sale
transactions.  Real estate and  corporate  general and  administrative  expenses
decreased  in 2004  versus  2003,  principally  due to reduced  pension  expense
resulting from the  curtailment  of future service  benefits under the Company's
pension plan,  as discussed  below.  Kable's  general and  administrative  costs
increased  in 2004  compared to 2003 as a result of the  acquisition  of the EDS
subscription  fulfillment  business,  partly  offset by its  allocable  share of
reduced pension expense.  Interest  expense  increased as a result of borrowings
incurred in connection with the  acquisition,  including for additional  working
capital requirements.

Results  for  2004  included  a  pretax  gain  of  approximately   $1.7  million
(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 8).

Revenues  associated  with  interest  and  other  operations  decreased  in 2004
compared to 2003 because there were certain non-recurring  revenues in 2003, but
the  absence of such  non-recurring  revenues  in 2004 was  partially  offset by
moderately  higher revenues of the Company's utility  subsidiary.  Such one-time
revenues in 2003 included the receipt of interest in  connection  with a federal
tax refund claim and the settlement with an insurance company related to a claim
filed in prior years.  Costs of other  operations  remained  comparable  at $2.4
million in 2004 and $2.5 million in 2003.

Year Ended April 30, 2003 Compared to Year Ended April 30, 2002
---------------------------------------------------------------

Net income in 2003 was $6.3 million, or $0.95 per share,  compared to net income
of $3.7  million,  or $0.56 per share,  in 2002.  Revenues were $73.8 million in
2003 versus $83.4 million in the prior year.  The revenue  decrease in 2003 from
2002  principally  resulted  from  a  decrease  in  revenues  from  real  estate
operations from $30.9 million in 2002 to $16.0 million in 2003, which was partly
offset by an increase in revenues from Kable's operations.

Total revenues from Kable's magazine operations were approximately $54.1 million
in 2003  compared  to $49.2  million  in  2002.  Revenues  from the  Fulfillment
Services  business  increased to approximately  $39.2 million in 2003 from $34.0
million in 2002, and revenues from the Newsstand  Distribution Services business
decreased  from  approximately  $15.3  million  in 2002 to  approximately  $14.8
million in 2003.  The 15%  increase  in  revenues  in the  Fulfillment  Services
business resulted in part from revenues derived for the period subsequent to the
date  of  acquisition  (April  15,  2003)  of the EDS  subscription  fulfillment
business and in part from an expansion of product fulfillment services. Revenues
in the Newsstand  Distribution Services business decreased 3% because,  although
gross billings  increased  slightly in line with industry  results,  there was a
decrease in Kable's  net sales rate due in part to the  effects of many  special
event publications  issued throughout the prior year which increased revenues in
2002.

Revenues  from real estate land sales  decreased  from $30.2  million in 2002 to
$16.0  million in 2003,  principally  as the  result of certain  land sales that
occurred in the prior year in  accordance  with the  Company's  plan to sell its
landholdings outside of New Mexico as part of a restructuring of its real estate
operations.  During  2002,  two sales of large  tracts of land in  Colorado  and
California contributed aggregate revenues of $13.6 million whereas there were no
land sales in these markets in 2003. Revenues from land sales in New Mexico were
comparable on a year-to-year  basis,  approximating $15.4 million in both years.
The gross profit  percentage on land sales  increased from 24% in 2002 to 54% in
2003,  primarily  because the two large land sales outside of New Mexico in 2002


                                       9
<PAGE>

contributed  a  significant  amount of cash but only a very slight gross profit.
The average gross profit  percentage  on land sales in the  Company's  principal
market of Rio Rancho,  New Mexico was 43% in 2002 and 55% in 2003, varying based
on the  specific  sales  prices and costs of the  properties  sold in each year.
Revenues  and  related  gross  profits  from land sales can vary from  period to
period as a result of many factors,  including the nature and timing of specific
transactions,  and thus prior results are not  necessarily an indication of what
may be expected to occur in future periods.  In addition,  the Company completed
the wind-down of all homebuilding  activities  during 2002 and realized revenues
in  connection  therewith  of  approximately   $600,000  (representing  3  homes
delivered).

Operating expenses for magazine operations  increased 10%, from $38.6 million in
2002 to $42.5  million in 2003,  primarily  as a result of the  operating  costs
associated with the  acquisition of the EDS  subscription  fulfillment  business
discussed  above and with the  product  fulfillment  expansion.  Total  magazine
operating  expenses were 78.7% of related  revenues in 2003 compared to 78.5% in
2002.  With respect to real estate  business  expenses,  commissions and selling
expenses  decreased  from $1.0 million in 2002 to $800,000 in 2003 and generally
vary  depending  upon the terms of specific sale  transactions.  Real estate and
corporate general and  administrative  expenses also decreased from $3.2 million
in 2002 to $3.1  million  in 2003 as the  Company  continued  to  control  costs
related  to  administrative  functions.  General  and  administrative  costs  of
magazine  operations  remained  comparable at approximately $6.9 million in each
year, but decreased as a percentage of sales from 14.0% in 2002 to 12.9% in 2003
due in part to the expansion of operations  with the EDS  acquisition.  Interest
expense-net  decreased  from $1.3  million to  $600,000  due to reduced  average
borrowing  requirements  in all segments of the Company's  operations  and lower
interest rates.

Revenues  associated  with  interest and other  operations  increased  from $3.3
million in 2002 to $3.8 million in 2003,  primarily due to various  nonrecurring
revenue items in the first and second quarters of 2003,  including interest on a
tax  refund  from  the  Internal  Revenue  Service  and the  settlement  with an
insurance  company  related  to a claim  filed  in prior  years.  Costs of other
operations remained comparable at $2.6 million in 2002 and $2.5 million in 2003.

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

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

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

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

Kable  has a line of  credit  with a bank  which  allows  it to borrow up to $30
million based upon a prescribed  percentage of eligible accounts receivable,  as
defined.  At April 30, 2004,  borrowing  availability  was  approximately  $18.3
million  against which $8.6 million was  outstanding.  This line of credit bears
interest  at the bank's  prime rate  (4.0% at April 30,  2004) plus .5%,  and is
collateralized  by substantially all of Kable's assets.  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 line of
credit  matures  May 1, 2005.  Kable also has other  borrowing  arrangements  to
finance capital expenditures totaling approximately $3.8 million with maturities
through 2011 at a weighted average interest rate of 5.4%.

AMREP  Southwest  has loan  agreements  with two financial  institutions  with a
maximum borrowing  capacity of $9.4 million that are used to support real estate
development in New Mexico.  The loans, which bear interest at a weighted average
of the prime rate minus .4%, are  collateralized  by certain real estate  assets
and are subject to available  collateral and various  financial  performance and
other  covenants.  At April 30, 2004,  the  borrowing  availability  under these
agreements was approximately $6.3 million against which $200,000 was outstanding
with interest at the prime rate plus .5%.

Notes payable outstanding,  under the line of credit and other borrowings,  were
$12.6  million at April 30, 2004  compared to $18.4  million at April 30,  2003.
Real estate loans  decreased  from $4.7 million at April 30, 2003 to $200,000 at
April 30,  2004 as the  result of the  repayment  of  borrowings  utilizing  the
proceeds  from  various  land sales.  Kable's  borrowings  decreased  from $13.7
million at April 30, 2003 to $12.4 million at April 30, 2004.

                                       10
<PAGE>

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

Inventories  amounted  to $58.2  million  at April 30,  2004  compared  to $63.1
million at April 30, 2003.  Inventories in the Company's core real estate market
of Rio Rancho  decreased from  approximately  $56.7 million at April 30, 2003 to
$51.4 million at April 30, 2004 as the result of land sale activity. The balance
of inventory principally consisted of properties in Colorado and Florida.

Receivables from magazine  operations  increased from $36.5 million at April 30,
2003  to  $42.8  million  at  April  30,  2004  as a  result  of the  additional
subscription  fulfillment business due to the EDS acquisition.  Accounts payable
increased by $3.8 million, also reflecting this expansion.

The unfunded pension liability of the Company's defined benefit  retirement plan
decreased from $7.1 million at April 30, 2003 to $3.2 million at April 30, 2004,
primarily due to an increase in the value of the plan's investments. The Company
recorded  comprehensive  income  of  $1.4  million  in  2004  and  a  charge  to
comprehensive  loss of approximately  $6.0 million in 2003 to reflect the change
in the  unfunded  pension  liability  in  each  year,  net of  deferred  tax and
unrecognized prepaid pension amounts.

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

Capital  expenditures  were relatively  comparable in 2004 and 2003. The Company
believes that it has adequate  financing  capability to provide for  anticipated
capital expenditures.

During 2003, Kable purchased  substantially  all of the assets of a subscription
fulfillment  business  formerly owed by Electronic Data Systems  Corporation and
various  affiliates.  The purchase price for the assets was approximately  $10.0
million,  and  consisted of $6.5 million of cash and the  assumption  of certain
liabilities.  The cash portion of the purchase price was financed from available
borrowing capacity under Kable's line of credit bank arrangement,  which line of
credit was increased from $20.0 million to $30.0 million in connection  with the
acquisition.

Future Payments Under Contractual Obligation
--------------------------------------------

The table below summarizes significant  contractual cash obligations as of April
30, 2004 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            $    12,643     $     1,830    $   10,754     $       24      $        35
    Operating leases              16,399           7,664         8,437            298                -
                              -----------    ------------   -----------    ------------    -------------
    Total                    $    29,042     $     9,494    $   19,191     $      322      $        35
                              ===========    ============   ===========    ============    =============
</TABLE>


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

In December 2003, the Financial  Accounting  Standards Board issued Statement of
Financial   Accounting   Standards  ("SFAS")  No.  132  (Revised),   "Employer's
Disclosure About Pensions and Other Post-Retirement Benefits" ("Revised SFAS No.
132"). Revised SFAS 132 retains disclosure requirements in original SFAS 132 and
requires additional disclosures relating to assets, obligations,  cash flows and
net periodic benefit cost. Revised SFAS 132 is effective for fiscal years ending
after  December 15, 2003,  except that certain  disclosures  are  effective  for
fiscal years ending after June 15, 2004.  The  disclosure  provisions  have been
adopted and are included in note 8 to the consolidated financial statements.

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

Information  by industry  segment is  presented  in note 14 to the  consolidated
financial statements. This information has been prepared in accordance with SFAS
No. 131,  "Disclosures about Segments of an Enterprise and Related Disclosures",
which  requires  that  industry  segment  information  be  prepared  in a manner
consistent  with the  manner in which  financial  information  is  prepared  and
evaluated by management for making operating decisions.  A number of assumptions


                                       11
<PAGE>

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

IMPACT OF INFLATION
-------------------

Operations of the Company can be impacted by inflation. Within the industries in
which  the  Company  operates,  inflation  can  cause  increases  in the cost of
materials,  services,  interest  and  labor.  Unless  such  increased  costs are
recovered  through  increased sales prices 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  concerns that rising
housing costs,  including interest costs, may substantially outpace increases in
the income of potential purchasers and make it difficult for them to finance the
purchase of a new home or sell their  existing  home. If this  situation were to
exist,  the demand for the Company's land by these  homebuilder  customers could
decrease.  In general,  in 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  which the
Company's Kable  distribution  subsidiary  distributes,  including the financial
failure  of a major  wholesaler;  (iii) the  existing  United  Magazine  lawsuit
described  in Item 3 of this  Form  10-K  and  possible  future  litigation  and
governmental  proceedings;  (iv) the  availability  of financing  and  financial
resources in the amounts,  at the times and on the terms required to support the
Company's future business, including possible acquisitions;  (v) changes in U.S.
financial markets,  including  significant interest rate fluctuations;  (vi) the
failure  to carry out  marketing  and sales  plans;  (vii) the  effect of or the
failure  to  successfully   integrate  the   acquisition  of  the   subscription
fulfillment  business  completed  in April 2003 and  described  in note 2 to the
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
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.


                                       12
<PAGE>



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

The  primary  market  risk  facing  the  Company  is  interest  rate risk on its
long-term debt 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,  2004 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):

                                                         There-           FMV @
                      2005   2006   2007   2008   2009   after    Total 04/30/04
                      ----   ----   ----   ----   ----   -----    -----  -------

Fixed rate
 receivables         $2,947  $ 365  $ 792 $   -  $   -   $   -    $4,104 $ 4,185

Weighted average
   interest rate        8.3%   8.2%   8.1%    -      -       -       8.2%      -

Fixed rate debt      $1,630  $1,504 $ 632 $  12  $  12   $  35    $3,825 $ 3,895

Weighted average
   interest rate        5.4%    5.4%  5.2%  7.8%   7.8%    7.8%      5.4%      -

Variable rate debt   $  200  $8,618 $   - $   -  $   -   $   -    $8,818 $ 8,818

Weighted average
   interest rate        4.5%    4.5%    -     -      -       -       4.5%      -








                                       13
<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,  2004 and 2003 and the  related
consolidated statements of income,  shareholders' equity and cash flows for each
of the  three  years  in the  period  ended  April  30,  2004.  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,  2004 and  2003  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
April 30, 2004 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 9, 2004



                                       14
<PAGE>




                       AMREP CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             APRIL 30, 2004 AND 2003
                          (Dollar amounts in thousands)

              ASSETS                           2004                 2003
              ------                    ----------------     -----------------

CASH AND CASH EQUIVALENTS               $      26,805        $     16,443

RECEIVABLES, net:
   Magazine  operations                        42,768              36,464
   Real estate operations                       6,297               5,970
                                         ----------------    -----------------
                                               49,065              42,434

REAL ESTATE INVENTORY                          58,221              63,084

PROPERTY, PLANT AND EQUIPMENT, net             21,299              22,487

OTHER ASSETS, net of accumulated amortization  10,584               9,911

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


     TOTAL ASSETS                        $    171,165        $    159,550
                                         ================    =================

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

ACCOUNTS PAYABLE AND ACCRUED EXPENSES    $     41,931        $     38,101

NOTES PAYABLE:
   Amounts due within one year                  1,830               4,124
   Amounts subsequently due                    10,813              14,303
                                         ----------------    -----------------

                                               12,643              18,427

TAXES PAYABLE                                   1,867                 605
DEFERRED INCOME TAXES                           5,996               1,506
ACCRUED PENSION COST                            3,206               7,083
                                         ----------------    -----------------


     TOTAL LIABILITIES                         65,643              65,722
                                         ----------------    -----------------

SHAREHOLDERS' EQUITY:
   Common stock, $.10 par value;
     shares authorized - 20,000,000;
     shares issued -  7,409,204 at
     April 30, 2004 and 7,406,704 at
     April 30, 2003                               741                 741
   Capital contributed in excess of par value  45,133              44,992
   Retained earnings                           69,815              59,786
   Accumulated other comprehensive loss, net  ( 4,614)            ( 6,034)
   Treasury stock, at cost                    ( 5,553)            ( 5,657)
                                         ----------------    -----------------
     TOTAL SHAREHOLDERS' EQUITY               105,522              93,828
                                         ----------------    -----------------
     TOTAL LIABILITIES AND SHAREHOLDERS'
       EQUITY                            $    171,165        $    159,550
                                         ================    =================




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

                                       15
<PAGE>



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

                                              Year Ended April 30,
                         -------------------------------------------------------
                                2004                2003               2002
                         ---------------     ---------------    ----------------
REVENUES:
 Magazine operations      $   99,791         $     54,058       $     49,248

 Real estate operations-
  Land sales                  28,012               15,965             30,228
  Home sales                       -                    -                635
                         ---------------     ---------------    ----------------
                              28,012               15,965             30,863

 Interest and other
  operations                   3,304                3,768              3,294
                         ---------------     ---------------    ----------------

                             131,107               73,791             83,405
                         ---------------     ---------------    ----------------


COSTS AND EXPENSES:
 Operating expenses-
  Magazine operations         83,020               42,527             38,643
  Real estate commissions
   and selling                   923                  836                978
  Other operations             2,361                2,548              2,635
 Real estate cost of sales-
  Land sales                  13,634                7,365             22,894
  Home sales                       -                    -                704
 General and administrative-
  Magazine operations          8,801                6,962              6,914
  Real estate operations
   and corporate               2,894                3,114              3,209
 Interest, net                   944                  582              1,265
                         ---------------     ---------------    ----------------

                             112,577               63,934             77,242
                         ---------------     ---------------    ----------------


INCOME BEFORE INCOME TAXES    18,530                9,857              6,163

PROVISION  FOR INCOME TAXES    6,853                3,584              2,465
                         ---------------     ---------------    ----------------

NET INCOME               $    11,677         $      6,273      $       3,698
                         ===============     ===============    ================


EARNINGS PER SHARE -
   BASIC AND DILUTED     $      1.77         $       0.95      $        0.56

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


WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES
   OUTSTANDING                 6,595                6,580              6,574
                         ===============     ===============    ================





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



                                       16
<PAGE>
<TABLE>

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



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

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



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

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

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

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

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

   Exercise of stock options                    7       1           43           -           -                -           44
                                           ------  ------  ------------   --------  -------------    -----------   -----------

BALANCE, April 30, 2003                     7,407     741       44,992      59,786      (6,034)          (5,657)      93,828

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












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



                                       17
<PAGE>

<TABLE>


                       AMREP CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
<S>                                                         <C>          <C>         <C>
                                                                      Year Ended April 30,
                                                            ------------------------------------
                                                               2004         2003        2002
                                                            ----------   ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                               $  11,677    $   6,273   $   3,698
   Adjustments to reconcile net income
     to net cash provided by operating activities-
     Depreciation and amortization                              5,015        3,071       2,691
     Non-cash credits and charges:
       (Gain) loss on disposition of property and equipment       619         (109)          -
        Provision for doubtful accounts                           680          237         491
        Pension (benefit) accrual                               ( 485)         160        (511)
        Stock based compensation - Directors' Plan                230           66           -
     Changes in assets and liabilities,
        excluding the effect of acquisition-
        Receivables                                           ( 7,311)      (1,024)      2,465
        Real estate inventory                                   4,863         (788)     11,051
        Other assets                                          ( 1,451)        (246)      1,527
        Accounts payable and accrued expenses                   2,806       (1,112)      6,685
        Taxes payable                                           1,262         (522)       (468)
        Deferred income taxes                                   3,542          933       2,714
                                                            ----------   ----------  ----------
           Net cash provided by operating activities           21,447        6,939      30,343
                                                            ----------   ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                      (  3,668)      (1,916)     (2,899)
   Proceeds from disposition of property, plant and equipment       -          404           -
   Acquisition, net                                                 -       (6,580)          -                                    -
                                                            ----------   ----------  ----------
           Net cash used by investing activities             (  3,668)      (8,092)     (2,899)
                                                            ----------   ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt financing                                27,831       28,098      14,582
   Principal debt payments                                   ( 33,615)     (26,290)    (42,223)
   Exercise of stock options                                       15           44           -
   Dividend                                                  (  1,648)           -           -
                                                            ----------   ----------  ----------
           Net cash provided (used) by financing activities  (  7,417)       1,852     (27,641)
                                                            ----------   ----------  ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               10,362          699        (197)
CASH AND CASH EQUIVALENTS, beginning of year                   16,443       15,744      15,941
                                                            ----------   ----------  ----------
CASH AND CASH EQUIVALENTS, end of year                      $  26,805    $  16,443   $  15,744
                                                            ==========   ==========  ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid - net of amounts capitalized               $     822    $     918   $   2,281
                                                            ==========   ==========  ==========
Income taxes paid - net of refunds                          $   2,049    $   3,173   $     219
                                                            ==========   ==========  ==========

</TABLE>





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

                                       18
<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 News
Company,  Inc.  ("Kable")  operates in the  fulfillment  services  and  magazine
distribution  services businesses  (collectively,  "magazine  operations"),  and
AMREP  Southwest  Inc.  ("ASW")  operates  mainly 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 2004,  2003 and
2002 mean the fiscal  years ended April 30, 2004,  2003 and 2002,  respectively,
unless the context otherwise indicates.

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

Revenues from magazine  operations  include  revenues from the  distribution  of
periodicals  and  subscription  fulfillment and other  activities.  Distribution
revenues represent  commissions earned from the distribution of publications for
client  publishers  which are recorded at the time the  publications go on sale.
The  publications  generally are sold on a fully returnable  basis,  which is in
accordance with prevailing trade practice. Accordingly, the Company provides for
estimated  returns by charges to income which are based on experience.  Revenues
from  subscription   fulfillment  activities  represent  fees  earned  from  the
maintenance  of  computer  files for  customers,  which are  billed  and  earned
monthly, and other fulfillment  activities including customer telephone support,
product fulfillment,  and graphic arts and lettershop services, all of which are
billed and earned as the services are  provided.  In  accordance  with  Emerging
Issues  Task Force  Issue No.  99-19,  "Reporting  Revenue  Gross as a Principal
versus Net as an Agent",  reimbursed  postage  costs are  accounted for on a net
basis.

Land sales are recognized when all elements of Statement of Financial Accounting
Standards  ("SFAS")  No. 66,  "Accounting  for Sales of Real  Estate",  are met,
including  when  the  parties  are  bound  by the  terms  of the  contract,  all
consideration  (including  adequate cash) has been exchanged and title and other
attributes  of ownership  have been conveyed to the buyer by means of a closing.
Profit is recorded either in its entirety or on the installment method depending
upon,  among other  things,  the ability to estimate the  collectibility  of the
unpaid  sales  price.  In the event the buyer  defaults on the  obligation,  the
property  is taken back and  recorded  as  inventory  at the  unpaid  receivable
balance, net of any deferred profit, but not in excess of fair market value less
estimated costs to sell.

         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.

                                       19
<PAGE>


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

Land and improvements  for completed real estate  projects,  as well as 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.

         Property, plant and equipment
         -----------------------------

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

Depreciation  and  amortization  of property,  plant and  equipment are provided
principally by the straight-line  method at various rates calculated to amortize
the book values of the  respective  assets over their  estimated  useful  lives,
which  generally  are 10 years or less for  furniture  and  fixtures  (including
equipment)  and 25 to 40 years for buildings.  Assets  utilized in the Company's
utility company subsidiary are depreciated over 5 to 50 years.

         Goodwill
         --------

The excess of amounts paid for business  acquisitions over the net fair value of
the assets acquired and liabilities assumed ("goodwill") is carried as an asset.
Goodwill  arose in  connection  with the  acquisition  of Kable during 1969 and,
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 2004, the Company believes
that no goodwill impairment existed at April 30, 2004.

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

Long-lived  assets,  including  real estate  inventory 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  possible   losses  are  recorded  when
undiscounted  cash flows estimated to be generated by those assets are less than
the assets' carrying amount.

         Income taxes
         ------------

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

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

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

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

The  Company  issues  stock  options  to   non-employee   directors   under  the
Non-Employee  Directors Option Plan (see note 8). 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.

                                       20
<PAGE>

         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 2003, the FASB issued SFAS No. 132 (Revised), "Employer's Disclosure
About  Pensions and Other  Post-Retirement  Benefits".  Revised SFAS 132 retains
disclosure requirements in original SFAS 132 and requires additional disclosures
relating to assets, obligations,  cash flows and net periodic cost. Revised SFAS
132 is effective  for fiscal years ending after  December 15, 2003,  except that
certain  disclosures  are effective for fiscal years ending after June 15, 2004.
The  disclosure  provisions  have been adopted and are included in note 8 to the
consolidated financial statements.

(2)        ACQUISITION:
           ------------

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

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


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

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


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

The purchase price was allocated to the acquired  assets based upon an appraisal
and other studies.  The purchase price allocation was as follows (in thousands):
Property,  plant and equipment - $7,486; Other assets - $4,296; Accrued expenses
- $5,202; Total cash price - $6,580.

                                       21
<PAGE>


(3)      RECEIVABLES:
         ------------
Receivables consist of:                                April 30,
                                           -------------------------------------
                                                 2004                 2003
                                           ----------------    -----------------
                                                        (Thousands)
Magazine operations-
   Accounts receivable (maturing
        within one year)                   $       98,388      $      102,275
   Allowances for-
     Estimated returns                           ( 53,808)            (64,419)
     Doubtful accounts                            ( 1,812)             (1,392)
                                           ----------------    -----------------
                                           $       42,768      $       36,464
                                           ================    =================
Real estate operations-
   Mortgage and other receivables          $        6,489      $        6,250
   Allowance for doubtful accounts                  ( 192)               (280)
                                           ----------------    -----------------
                                           $        6,297      $        5,970
                                           ================    =================

Magazine operations  receivables  collateralize a general purpose line-of-credit
utilized  for the  magazine  operations.  Mortgage  and other  receivables  bear
interest  at rates  ranging  from 8.0% to 12.0% and result  primarily  from land
sales (see note 7).

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,  where  appropriate,  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  45% and 55% of Kable's  accounts  receivable  were due from three
customers at April 30, 2004 and 2003, respectively.

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%,  4% and 3% of  consolidated
revenues in 2004, 2003 and 2002, respectively.

Maturities  of  principal  on real estate  receivables  at April 30, 2004 are as
follows (in  thousands):  2005 - $5,199;  2006 - $378;  2007 - $793; 2008 - $29;
2009 - $45; 2010 and thereafter - $45.

(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,  2004 and 2003 were (in  thousands)  $3,936 and  $4,192,
respectively.  Interest costs capitalized  during 2004, 2003 and 2002 were $126,
$287 and $767, respectively.  Accumulated capitalized real estate taxes included
in the inventory of land and improvements at April 30, 2004 and 2003 were $4,865
and $5,049,  respectively.  Real estate taxes capitalized  during 2004, 2003 and
2002 were $42, $72 and $72, respectively.  Previously capitalized interest costs
and real estate taxes  charged to real estate cost of sales were $608,  $319 and
$2,103 in 2004, 2003 and 2002, respectively.

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 economic conditions in this region.



                                       22
<PAGE>

(5)      PROPERTY, PLANT AND EQUIPMENT:
         ------------------------------
Property, plant and equipment consists of:
<TABLE>
                                                                April 30,
                                                    ---------------------------------
                                                        2004               2003
<S>                                                 <C>               <C>
                                                    --------------    ---------------
                                                               (Thousands)


Land, buildings and improvements                    $      9,349      $      9,411
Furniture and fixtures                                    24,512            22,911
Utility plant and equipment                                8,308             8,302
Other                                                        139               132
                                                    --------------    ---------------
                                                          42,308            40,756
Accumulated depreciation and
   amortization                                          (21,009)          (18,269)
                                                    --------------    ---------------
                                                    $     21,299      $     22,487
                                                    ==============    ===============
</TABLE>


Depreciation charged to operations amounted to (in thousands) $4,237, $2,081 and
$1,752 in 2004, 2003 and 2002, respectively.

A contract for the sale of the Company's  water utility  subsidiary in Eldorado,
New  Mexico  expired in  September  2003,  accordingly  the  related  assets and
liabilities have been  reclassified from the prior year presentation as an asset
held for sale. See note 12.

(6)      OTHER ASSETS:
         -------------
Other assets consist of:
<TABLE>
                                                                April 30,
                                                    ---------------------------------
                                                        2004               2003
<S>                                                 <C>               <C>
                                                    --------------    ---------------
                                                               (Thousands)


Prepaid expenses and other deferred charges, net    $     10,165      $      9,414
Security and other deposits                                  266               103
Other                                                        153               394
                                                    --------------    ---------------
                                                    $     10,584      $      9,911
                                                    ==============    ===============
</TABLE>


Amortization  related to deferred charges was (in thousands) $778, $990 and $939
in 2004, 2003 and 2002, respectively.

(7)      DEBT FINANCING:
         ---------------
Debt financing consists of:
<TABLE>
                                                                April 30,
                                                    ---------------------------------
                                                        2004               2003
<S>                                                 <C>               <C>
                                                    --------------    ---------------
                                                               (Thousands)


Notes payable -
   Line-of-credit borrowings -
     Real estate operations and other               $        200      $      3,143
     Magazine operations                                   8,618            10,562
   Mortgages and other notes payable                       3,825             4,722
                                                    --------------    ---------------
                                                    $     12,643      $     18,427
                                                    ==============    ===============
</TABLE>


Maturities  of principal on notes  outstanding  at April 30, 2004 are as follows
(in thousands):  2005 - $1,830; 2006 - $10,122;  2007 - $632; 2008 - $12; 2009 -
$12; 2010 and thereafter - $35.


                                       23
<PAGE>




         Line-of-credit and other borrowings
         -----------------------------------

Kable  has a line of  credit  with a bank  which  allows  it to borrow up to $30
million based upon a prescribed  percentage of eligible accounts receivable,  as
defined.  At April 30, 2004,  borrowing  availability  was  approximately  $18.3
million  against which $8.6 million was  outstanding.  This line of credit bears
interest  at  the  prime  rate  (4.0%  at  April  30,  2004)  plus  .5%,  and is
collateralized  by substantially all of Kable's assets.  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 to its  parent  or  other
affiliates,  as well as capital expenditures and other borrowings.  This line of
credit  matures  May 1, 2005.  Kable also has other  borrowing  arrangements  to
support equipment purchases totaling approximately $3.8 million maturing through
2011 with a weighted average interest rate of 5.4%.

AMREP Southwest has loan  agreements with two financial  institutions to support
real estate  development in New Mexico.  These  agreements  have a total maximum
loan amount available of approximately  $9.4 million subject to a borrowing base
determined based upon a prescribed percentage of eligible inventory and accounts
receivable. The loans, which mature in fiscal 2005 and 2006 and bear interest at
a weighted  average of the prime rate minus .4%, are  collateralized  by certain
real estate assets and are subject to certain  financial  performance  and other
covenants.  At April 30, 2004, the borrowing availability under these agreements
was  approximately  $6.3 million  against which  $200,000 was  outstanding  with
interest  at the prime  rate plus .5%.  The  Chief  Executive  Officer  of AMREP
Southwest, who is also a member of the Board of Directors of the Company, serves
as a member of the board of directors of one of the lenders.

(8)     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 2004, 2003 and 2002 was comprised of the
following components:
<TABLE>
<CAPTION>

                                                                   Year Ended April 30,
                                                  -------------------------------------------------------
                                                       2004                2003                2002
                                                  ---------------    ------------------    --------------
                                                                        (Thousands)
<S>                                               <C>                <C>                  <C>


Service cost - benefits earned during the period  $          784     $           568      $          556
Interest cost on projected
   benefit obligation                                      1,762               1,804               1,766
Expected return on assets                                 (1,793)             (2,049)             (2,481)
Amortization of prior service cost                          (293)               (352)               (352)
Recognized net actuarial loss                                741                 189                   -
                                                  ---------------    ------------------    --------------
Pension cost (income) for normal activity                  1,201                 160                (511)
(Gain) on curtailment                                     (1,686)                  -                   -
                                                  ---------------    ------------------    --------------
Total cost (benefit) recognized in pretax income            (485)                160                (511)
Cost (benefit) recognized in pretax other
    comprehensive income                                  (2,368)             10,057                   -
                                                  ---------------    ------------------    --------------
                                                   $      (2,853)    $        10,217       $        (511)
                                                  ===============    ==================    ==============

Assumptions used in determining net periodic pension cost were:

                                                                   Year Ended April 30,
                                                  ---------------------------------------------------------
                                                      2004                 2003                 2002
                                                  ---------------    ------------------    ----------------

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


                                       24
<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,
                                                      -------------------------------
                                                            2004             2003

                                                      -------------    --------------
                                                                (Thousands)
Change in benefit obligations:
    Benefit obligation at beginning of year             $ 29,483          $ 25,833
    Service cost (excluding expense component)               684               447
    Interest cost                                          1,762             1,804
    Actuarial (gain) loss                                   (123)            3,051
    Benefits paid                                         (1,758)           (1,652)
                                                      -------------    --------------
    Benefit obligation at end of year                  $  30,048          $ 29,483
                                                      -------------    --------------

Change in plan assets:
    Fair value of plan assets at beginning of year     $  22,400          $ 26,558
    Actual return on plan assets                           5,299            (2,406)
    Employer contribution                                  1,025                 -
    Benefits paid                                         (1,758)           (1,652)
    Expenses paid                                           (124)             (100)
                                                      -------------    --------------
    Fair value of plan assets at end of year           $  26,842          $ 22,400
                                                      -------------    --------------

Funded status                                          $  (3,206)         $ (7,083)
Unrecognized net actuarial loss                            7,689            12,036
Unrecognized prior service cost                                -            (1,979)
                                                      -------------    --------------
Net amount recognized in the balance sheets            $   4,483          $  2,974
                                                      =============    ==============

Amounts recognized on the balance sheets:
    Accrued pension costs                              $  (3,206)          $(7,083)
    Pre-tax accumulated comprehensive loss                 7,689            10,057
                                                      -------------    --------------
                                                       $   4,483           $ 2,974
                                                      =============    ==============

The average asset allocation for the retirement plan is as follows:
                                                                 April 30,
                                                      -------------------------------
                                                           2004             2003
                                                      -------------    --------------
    Equity securities                                         70%               65%
    Fixed income securities                                   27                33
    Other (principally cash and cash equivalents)              3                 2
                                                      -------------    --------------
    Total                                                    100 %             100 %
                                                      =============    ==============
</TABLE>


The Company recorded other  comprehensive  income (loss) of $1.4 million in 2004
and ($6.0  million)  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
expectations  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,  approximately  $1.0  million  was paid by the  Company  to the  plan.  No
contributions  were required in 2003 and 2002. No contribution is expected to be
required in 2005. The amount of future annual benefit payments is expected to be
between $1.8 million and $2.1 million in 2005 through 2009,  and an aggregate of
$11.0 million is expected to be paid in the five year period 2010-2014.

                                       25
<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 the Board of Directors.  As of March 1, 2004,  the Company  matches 66.67% of
eligible  employee's  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
(in thousands) $389, $251 and $230 in 2004, 2003 and 2002, respectively.

         Directors' Stock Plan
         ---------------------
During  2003,  the  Company  adopted  the AMREP  Corporation  2002  Non-Employee
Directors' Stock Plan and reserved 65,000 shares of common stock for issuance to
non-employee directors. Under the plan each non-employee director receives 1,250
shares  of stock on each  March  15 and  September  15 as  partial  payment  for
services rendered. During 2004, 15,000 shares were issued under this plan (7,500
during 2003),  and an expense (in thousands) of $230 was recorded based upon the
fair market value of the stock at time of issuance ($66 in 2003).

         Stock option plans
         ------------------
The Company has a  Non-Employee  Directors  Option Plan which has 24,500  shares
reserved for  issuance at April 30, 2004 and provides for an automatic  issuance
of options to purchase 500 shares of common stock to each non-employee  director
annually  at the fair  market  value  at the  date of  grant.  The  options  are
exercisable in one year and expire five years after the date of grant. Under the
Company's 1992 Stock Option Plan,  311,750 shares were available for issuance to
officers and other key  employees  at April 30, 2002.  This plan expired on June
30, 2002.

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


                                                                   Year Ended April 30,
                                    -----------------------------------------------------------------------
                                            2004                    2003                        2002
                                    --------------------   -----------------------   ----------------------
<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                    9,000    $ 6.30      13,000        $ 5.92       12,000     $ 6.30

Granted                                3,000     15.19       3,000          8.45        3,000       3.95
Exercised                             (2,500)     6.23      (7,000)         6.53            -
Expired or canceled                        -         -           -             -       (2,000)      5.19
                              -------------------      --------------------     ------------------
Options outstanding at
  end of year                          9,500      9.12       9,000          6.30       13,000       5.92
                              ===================      ====================     ==================

Available for grant at
  end of year                         15,000                18,000                    332,750
                              ===================      ====================     ==================

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

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


Options  outstanding at April 30, 2004 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, 2004,  2003 and 2002 was
3.2, 3.1 and 2.5 years, respectively. The weighted average fair value of options


                                       26
<PAGE>

granted during the year was $4.82 in 2004,  $2.84 in 2003 and $1.36 in 2002. 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 2004,  2003 and 2002,  respectively:  expected
volatility  of 44%, 46%, and 46%;  risk-free  interest  rates of 2.0%,  2.6%,and
3.3%; and expected lives of 3 years.

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

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

                                               Year Ended April 30,
                                     -----------------------------------------
                                         2004          2003           2002
                                     -----------   ------------   ------------
                                                   (Thousands)

Current:
   Federal                           $   2,961     $     2,335    $     (76)
   State and local                         350             316         (173)
                                     -----------   ------------   ------------
                                         3,311           2,651         (249)
                                     -----------   ------------   ------------
Deferred:
   Federal                               3,011             793        2,317
   State and local                         531             140          397
                                     -----------   ------------   ------------
                                         3,542             933        2,714
                                     -----------   ------------   ------------
Total provision for income taxes     $   6,853     $     3,584    $   2,465
                                     ===========   ============   ============

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

                                                            April 30,
                                                -------------------------------------
                                                       2004                 2003
                                                ---------------      ----------------
                                                             (Thousands)

Deferred income tax assets-
    State tax loss carryforwards                 $      5,009         $      4,721
    Accrued pension costs                               1,282                2,833
    Real estate inventory valuation                       566                  566
    Other                                               1,573                1,525
                                                ---------------      ----------------
     Total deferred income tax assets                   8,430                9,645
                                                ---------------      ----------------
Deferred income tax liabilities-
     Real estate basis differences                     (2,149)              (1,194)
     Reserve for periodicals and paperbacks            (1,177)                (898)
     Depreciable assets                                (3,270)              (3,009)
     Capitalized costs for financial reporting
       purposes, expensed for tax                      (2,968)              (1,447)
                                                ---------------      ----------------
     Total deferred income tax liabilities             (9,564)              (6,548)
                                                ---------------      ----------------

     Valuation allowance for realization of
       state tax loss carry forwards                   (4,862)              (4,603)
                                                ---------------      ----------------
  Net deferred income tax liability              $     (5,996)        $     (1,506)
                                                ===============      ================

</TABLE>




                                       27
<PAGE>









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

                                                      Year Ended April 30,
                                              ----------------------------------
                                                 2004        2003        2002
                                              ----------  ----------  ----------
                                                          (Thousands)
Computed tax provision at
  statutory rate                              $   6,300   $   3,351   $   2,095
Increase (reduction) in tax resulting from:
  State income taxes, net of federal
    income tax effect                               741         394         308
  Other, primarily permanent differences           (188)       (161)         62
                                              ----------  ----------  ----------
Actual tax provision                          $   6,853   $   3,584   $   2,465
                                              ==========  ==========  ==========

 (10)     SHAREHOLDERS' EQUITY:
          ---------------------
The Company  recorded  other  comprehensive  income  (loss) of $1.4  million and
($6.0) million 2004 and 2003, respectively, to account for the net effect of the
unfunded minimum pension liability (see note 8).

In connection with the 2002 Non-Employee Directors' Stock Plan, 15,000 shares of
common stock were issued from  treasury  stock during 2004 and 7,500 during 2003
to members of the Board of Directors as partial compensation for services.  As a
result,  there were 803,592 and 818,592 shares held in the treasury at April 30,
2004 and 2003, respectively.

(11)     COMMITMENTS AND CONTINGENCIES:
         -----------------------------
         Land sale contracts
         -------------------
The Company has entered into several conditional sales contracts for the sale of
approximately  810 lots in Rio Rancho,  New Mexico  which would close at varying
times  throughout  fiscal 2005 and 2006;  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 2004, 2003 and 2002 was approximately (in thousands)
$12,075, $4,378 and $3,750 respectively.

The total minimum rental  commitments for years  subsequent to April 30, 2004 of
$16,399 are due as follows (in thousands):  2005 - $7,664; 2006 - $6,573; 2007 -
$1,864; 2008 - $243; 2009 - $55; 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.

(12)     LITIGATION:
         ----------
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


                                       28
<PAGE>

business.  The plaintiff is seeking  damages from Kable of  approximately  $15.2
million;  any damages  awarded would be trebled.  Kable 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 2005.

During the fourth quarter of 2004, the Eldorado Water & Sanitation District (the
"District")  filed a Petition for Condemnation  and Immediate  Possession of the
assets of the  Company's  water  utility  subsidiary  ( the  "Utility")  for the
purpose of assuming control of the Utility.  The District submitted an appraisal
of  approximately  $6.2  million to support the price it intended to pay for the
assets, which amount is in excess of the Company's carrying value of the assets.
The Company is contesting  the accuracy of this  appraisal,  and has submitted a
different  appraisal which is higher than that of the District.  A trial date in
September,  2004 has been set to hear various  objections  of the Company to the
condemnation  process and, among other issues, to establish the valuation of the
Utility.  Pending the outcome of the trial, the Company will continue to own and
operate the Utility.

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

(13)     FAIR VALUE OF FINANCIAL INSTRUMENTS:
         ------------------------------------
The estimated fair value of financial  instruments is determined by reference to
various market data and other valuation techniques as appropriate.  The carrying
amounts of cash and cash  equivalents and trade payables  approximate fair value
because of the short maturity of these  financial  instruments.  Debt that bears
variable  interest rates indexed to prime or LIBOR also  approximates fair value
as it reprices when market  interest rates changes.  The estimated fair value of
the Company's  long-term,  fixed-rate mortgage  receivables was $4.2 million and
$3.6 million versus  carrying  amounts of $4.1 million and $3.5 million at April
30,  2004 and April 30,  2003,  respectively.  The  estimated  fair value of the
Company's long-term, fixed-rate notes payable was $3.9 million versus a carrying
amount of $3.8 million as of April 30, 2004 and $5.1 million versus $4.7 million
as of April 30, 2003.

(14)     INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT
         -------------------------------------------------------
         INDUSTRY SEGMENTS:
         ------------------
The Company has identified  three segments in which it currently  operates under
the definition  established by SFAS No. 131. The Company's  magazine  operations
subsidiary  has two identified  segments,  Newsstand  Distribution  Services and
Fulfillment  Services  operations.  Newsstand  Distribution  Services operations
involve the national and international  distribution and sale of periodicals and
paperbacks to  wholesalers,  and  Fulfillment  Services  operations  involve the
performance of subscription and product fulfillment and other related activities
on behalf of various  publishers  and other  clients.  The Company's real estate
subsidiary  is active in Land Sales  activities,  which involve the obtaining of
approvals  and  development  of large  tracts of land for sale to  homebuilders,
commercial users and others. In prior years, the real estate subsidiary was also
active  in   Homebuilding,   which  involved  the   construction   and  sale  of
single-family  homes and other  projects;  however,  the Company has exited this
segment as part of a restructuring of its real estate operations.  Corporate and
other  miscellaneous  revenues  and expenses  not  identifiable  with a specific
segment  are  grouped  together  in  this  presentation.  Certain  expenses  are
allocated  among  industry  segments  based upon  management's  estimate of each
segment's  absorption.  In addition,  corporate  management fees were charged to
business segments beginning in 2003.

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





                                       29
<PAGE>


The  following  schedules  set forth  summarized  data  relative to the industry
segments (amounts in thousands):
<TABLE>
<CAPTION>
                                         Newsstand
                                       Distribution    Fulfillment       Land           Home       Corporate
                                         Services       Services         Sales        Building     and Other   Consolidated
                                       ------------    -----------   ------------   -----------   ----------   ------------
<S>                                     <C>            <C>          <C>            <C>           <C>          <C>
Year ended April 30, 2004:
   Revenues                            $   12,162      $  87,629     $   28,896     $       -     $  2,420     $   131,107
   Expenses                                11,036         80,786         16,590             -        3,221         111,633
   Management fee                             141            592            770             -       (1,503)              -
   Interest expense, net                       30            615              -             -          299             944
                                       ------------    -----------   ------------   -----------   ----------   ------------
   Pretax income contribution          $      955      $   5,636     $   11,536     $       -     $    403     $    18,530
                                       ============    ===========   ============   ===========   ==========   ============

   Depreciation and amortization       $      459      $   4,087     $       88     $       -     $    381     $     5,015
   Identifiable assets                 $   33,917      $  38,983     $   73,217     $       -     $ 19,857     $   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     $   17,087     $       -     $  2,646     $    73,791
   Expenses                                12,147         37,342         10,430             -        3,433          63,352
   Management fee                             182            518            700             -       (1,400)              -
   Interest expense, net                      190            162              -             -          230             582
                                       ------------    -----------   ------------   -----------   ----------   ------------
   Pretax income contribution          $    2,313      $   1,204     $    5,957     $       -     $    383     $     9,857
                                       ============    ===========   ============   ===========   ==========   ============
   Depreciation and amortization       $      763      $   1,848     $       89     $       -     $    371     $     3,071
   Identifiable assets                 $   31,962      $  34,970     $   67,969     $       -     $ 19,458     $   154,359
   Intangible assets                   $    3,893      $   1,298     $        -     $       -     $      -     $     5,191
   Capital expenditures                $       66      $   1,263     $        -     $       -     $    587     $     1,916

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

Year ended April 30, 2002:
   Revenues                            $   15,253      $  33,995     $   31,321     $     683     $  2,153     $    83,405
   Expenses                                13,065         32,492         26,164           950        3,306          75,977
   Interest expense, net                      933            158             27             -          147           1,265
                                       ------------    -----------   ------------   -----------   ----------   ------------
   Pretax income (loss)
     contribution                      $    1,255      $   1,345     $    5,130     $    (267)    $ (1,300)    $     6,163
                                       ============    ===========   ============   ===========   ==========   ============
   Depreciation and amortization       $      890      $   1,296     $       94     $       -     $    411     $     2,691
   Identifiable assets                 $   30,489      $  18,264     $   75,787     $     448     $ 19,653     $   144,641
   Intangible assets                   $    3,893      $   1,298     $        -     $       -     $      -     $     5,191
   Capital expenditures                $      133      $   2,629     $        -     $       -     $    137     $     2,899
----------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                       30
<PAGE>


(15)     SELECTED QUARTERLY FINANCIAL DATA  (Unaudited):
         ----------------------------------------------
<TABLE>

                                             (In thousands of dollars, except per share amounts)
                                                                  Quarter Ended
                                         ----------------------------------------------------------------
<S>                                      <C>              <C>             <C>              <C>
                                            July 31,       October 31,      January 31,      April 30,
Year Ended April 30, 2004:                    2003            2003             2004             2004
                                         --------------   --------------  ---------------  --------------

Revenues                                 $      33,617    $      32,702   $      33,360    $      31,428

Gross Profit                                     9,663            7,845           6,999            7,585

Net Income                               $       3,531    $       2,716   $       3,383    $       2,047
                                         ==============   ==============  ===============  ==============
Earnings Per Share -
    Basic and Diluted                    $        0.54    $        0.41   $        0.51    $        0.31
                                         ==============   ==============  ===============  ==============


                                            July 31,       October 31,      January 31,      April 30,
Year Ended April 30, 2003:                    2002            2002             2003             2003
                                         --------------   --------------  ---------------  --------------

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

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

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


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


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 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.


                                       31
<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 2004 Annual
Meeting of Shareholders to be filed with the Securities and Exchange  Commission
(the "2004 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  2004  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  2004  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 2004 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 2004 Proxy  Statement is incorporated  herein by
reference.




                                       32
<PAGE>


                                     PART IV
                                     -------

Item 15.        Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------        ----------------------------------------------------------------

(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 9,
          2004 - McGladrey and Pullen, LLP

     o    Consolidated Balance Sheets - April 30, 2004 and 2003

     o    Consolidated  Statements of Income for the Three Years Ended April 30,
          2004

     o    Consolidated  Statements of  Shareholders'  Equity for the Three Years
          Ended April 30, 2004

     o    Consolidated  Statements of Cash Flows for the Three Years Ended April
          30, 2004

     o    Notes to Consolidated Financial Statements

     2.   Financial  Statement  Schedules.  The  following  financial  statemen
          --------------------------------
          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)  Reports on Form 8-K.  During the quarter  ended April 30, 2004,  Registrant
     --------------------
     furnished a current  report on Form 8-K on February 27, 2004 under Item 12,
     "Results of Operations and Financial  Condition",  reporting  third quarter
     2004 financial results.

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

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



                                       33
<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 23, 2004                                 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 23, 2004
  and Principal Accounting Officer*
  Dated:  July 23, 2004

/s/Jerome Belson                                      /s/Albert V.  Russo
----------------                                      -------------------
  Jerome Belson                                        Albert V. Russo
  Director                                             Director
  Dated:  July 23, 2004                                Dated:  July 23, 2004

/s/Edward B. Cloues II                                /s/Samuel N. Seidman
----------------------                                --------------------
  Edward B. Cloues II                                  Samuel N. Seidman
  Director                                             Director
  Dated:  July 23, 2004                                Dated:  July 23, 2004

/s/Lonnie A. Coombs                                   /s/James Wall
-------------------                                   -------------
  Lonnie A. Coombs                                     James Wall
  Director                                             Director*
  Dated:  July 23, 2004                                Dated:  July 23, 2004

                                                      /s/Michael P. Duloc
                                                      -------------------
                                                       Michael P. Duloc
                                                       President, Kable News
                                                        Company, Inc.*
                                                       Dated:  July 23, 2004


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


                                       34
<PAGE>





<TABLE>
<CAPTION>


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

                                                      Additions
                                            -----------------------------
                                               Charges       Charged
                               Balance at    (Credits) to  (Credited) to
                               Beginning      Costs and        Other                         Balance at End
Description                    of Period      Expenses       Accounts         Deductions       of Period
-----------                   -----------   -------------  --------------   --------------   --------------
<S>                            <C>          <C>            <C>              <C>              <C>
FOR THE YEAR ENDED
APRIL 30, 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
                              -----------   -------------  --------------   --------------   --------------

FOR THE YEAR ENDED
APRIL 30, 2002:
 Allowance for doubtful
 accounts (included in
 receivables - real estate
 operations on the
 consolidated balance sheet)   $     173    $       137    $          -      $      57       $        253
                              -----------   -------------  --------------   --------------   --------------
 Allowance for estimated
  returns and doubtful accounts
  (included in receivables -
  magazine circulation
  operations on the
  consolidated balance sheet)  $  50,413    $     8,098    $          -      $     600       $     57,911
                              -----------   -------------  --------------   --------------   --------------
</TABLE>





                                       35
<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 - Filed herewith.

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

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

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

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

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

21        Subsidiaries  of Registrant - Incorporated  by reference to Exhibit 21
          to  Registrant's  annual report on Form 10-K for the fiscal year ended
          April 30, 2003.

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

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

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

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

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


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


                                       36