10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

[ X ]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended     July 31, 2011     

OR

[    ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________  to  ______________________

Commission File Number        1-4702

AMREP Corporation

(Exact name of Registrant as specified in its charter)

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

300 Alexander Park, Suite 204, Princeton, New Jersey	08540
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (609) 716-8200

Not Applicable

(Former name or former address, if changed since last report)

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 (the “Exchange Act”) 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 whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer
Non-accelerated filer	Smaller reporting company	X
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

Number of Shares of Common Stock, par value $.10 per share, outstanding at August 31, 2011 – 5,996,212.

AMREP CORPORATION AND SUBSIDIARIES

INDEX

PART I.  FINANCIAL INFORMATION	PAGE NO.
Item 1.  Financial Statements
Consolidated Balance Sheets (Unaudited)     July 31, 2011 and April 30, 2011	1
Consolidated Statements of Operations and Retained Earnings     (Unaudited) Three Months Ended July 31, 2011 and 2010	2
Consolidated Statements of Cash Flows (Unaudited)     Three Months Ended July 31, 2011 and 2010	3
Notes to Consolidated Financial Statements	4
Item 2.  Management’s Discussion and Analysis of Financial Condition                 and Results of Operations	9
Item 4.  Controls and Procedures	15
PART II.  OTHER INFORMATION
Item 6.  Exhibits	16
SIGNATURE	17
EXHIBIT INDEX	18

PART I.  FINANCIAL INFORMATION

Item 1.    Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

(Thousands, except par value and number of shares)

	July 31,  2011			April 30,  2011
ASSETS:
Cash and cash equivalents	$	27,288		$	25,756
Receivables, net:
Media services operations		25,842			28,125
Real estate operations and corporate		650			607
		26,492			28,732
Income taxes receivable		453			-
Real estate inventory		75,373			75,247
Investment assets, net		11,139			11,139
Property, plant and equipment, net		27,693			28,150
Intangible and other assets, net		15,251			16,118
Deferred income taxes		4,629			4,898
TOTAL ASSETS	$	188,318		$	190,040
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable, net and accrued expenses	$	69,999		$	70,876
Notes payable:
Amounts due within one year		2,653			2,660
Amounts subsequently due		20,667			21,325
		23,320			23,985
Income taxes payable		-			43
Other long-term liabilities		3,595			3,571
Accrued pension cost		12,737			12,619
TOTAL LIABILITIES		109,651			111,094
SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value;
Shares authorized – 20,000,000; 7,420,704 shares issued		742			742
Capital contributed in excess of par value		46,100			46,100
Retained earnings		67,622			67,901
Accumulated other comprehensive loss, net		(9,140	)		(9,140	)
Treasury stock, at cost; 1,424,492 shares		(26,657	)		(26,657	)
TOTAL SHAREHOLDERS’ EQUITY		78,667			78,946
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	188,318		$	190,040

See notes to consolidated financial statements.

1

AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended July 31, 2011 and 2010
(Thousands, except per share amounts)
	2011			2010
REVENUES:
Media services operations	$	21,377		$	24,236
Real estate land sales		108			824
Interest and other		8			27
		21,493			25,087
COSTS AND EXPENSES:
Real estate land sales		74			399
Operating expenses:
Media services operations		17,816			20,666
Real estate commissions and selling		59			80
Other		349			940
General and administrative:
Media services operations		2,201			2,336
Real estate operations and corporate		1,036			990
Interest expense, net of capitalized amounts		385			423
		21,920			25,834
LOSS BEFORE INCOME TAXES		(427	)		(747	)
BENEFIT FOR INCOME TAXES		(148	)		(249	)
NET LOSS		(279	)		(498	)
RETAINED EARNINGS, beginning of period		67,901			75,462
RETAINED EARNINGS, end of period	$	67,622		$	74,964
LOSS PER SHARE – BASIC AND DILUTED	$	(0.05	)	$	(0.08	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		5,996			5,996

See notes to consolidated financial statements.

2

AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended July 31, 2011 and 2010
(Thousands)
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(279	)	$	(498	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1,365			1,545
Non-cash credits and charges:
(Gain) loss on disposition of assets		(17	)		4
Provision for (recoveries of) doubtful accounts		2			(63	)
Pension accrual		118			161
Changes in assets and liabilities:
Receivables		2,238			(1,801	)
Income taxes receivable		(496	)		(566	)
Real estate inventory and investment assets		(126	)		124
Intangible and other assets		408			247
Accounts payable and accrued expenses		(877	)		2,278
Deferred income taxes and other long-term liabilities		293			208
Total adjustments		2,908			2,137
Net cash provided by operating activities		2,629			1,639
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - property, plant and equipment		(528	)		(135	)
Proceeds from the disposition of assets		96			-
Net cash used in investing activities		(432	)		(135	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing		3,370			6,611
Principal debt payments		(4,035	)		(7,349	)
Net cash used in financing activities		(665	)		(738	)
INCREASE IN CASH AND CASH EQUIVALENTS		1,532			766
CASH AND CASH EQUIVALENTS,beginning of period		25,756			25,531
CASH AND CASH EQUIVALENTS,end of period	$	27,288		$	26,297
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid – net of amounts capitalized	$	373		$	485
Income taxes paid – net of refunds	$	54		$	109

See notes to consolidated financial statements.

3

AMREP CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended July 31, 2011 and 2010

(1)           Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by AMREP Corporation (the “Registrant” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  The Company, through its subsidiaries, is primarily engaged in four business segments: the Subscription Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”), the Newsstand Distribution Services business and the Product Services and Other businesses operated by Kable Media Services, Inc. and its subsidiaries (“Kable”) (the businesses being operated by Palm Coast and Kable are collectively referred to as “Media Services” or “Media services”), and the real estate business operated by AMREP Southwest Inc. and its subsidiaries (collectively, “AMREP Southwest”).

In the opinion of management, these unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair presentation of the results for the interim periods presented.  The results of operations for such interim periods are not necessarily indicative of what may occur in future periods.  Unless otherwise qualified, all references to 2012 and 2011 are to the fiscal years ending April 30, 2012 and 2011 and all references to the first quarter of 2012 and 2011 mean the fiscal three month periods ended July 31, 2011 and 2010.

The unaudited consolidated financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended April 30, 2011, which was filed with the SEC on July 21, 2011 (the “2011 Form 10-K”).  Certain 2011 balances in these financial statements have been reclassified to conform to the current year presentation.

(2)           Receivables, Net

Receivables, net consist of the following accounts receivable (in thousands):

	July 31,  2011			April 30,  2011
Media services operations:
Subscription Fulfillment Services	$	14,629		$	13,780
Newsstand Distribution Services, net of estimated returns		10,034			13,226
Product Services and Other		2,022			1,961
		26,685			28,967
Less allowance for doubtful accounts		(843	)		(842	)
	$	25,842		$	28,125
Real estate operations and corporate:
Mortgage notes and other receivables	$	1,100		$	1,057
Less allowance for doubtful accounts		(450	)		(450	)
	$	650		$	607

4

Newsstand Distribution Services accounts receivable are net of estimated magazine returns of $38,244,000 at July 31, 2011 and $50,736,000 at April 30, 2011.  In addition, pursuant to an arrangement with one publisher customer of the Newsstand Distribution Services business, the publisher bears the credit risk of non-collection of amounts due from the customers to which the Company distributed the publisher's magazines under this arrangement.  Accounts receivable subject to this arrangement ($17,403,000 at July 31, 2011 and $16,574,000 at April 30, 2011) were netted against the related accounts payable due the publisher on the accompanying consolidated balance sheets.

(3)         Investment Assets, Net

Investment assets, net consist of the following (in thousands):

	July 31, 2011			April 30,  2011
Land held for long-term investment	$	10,646		$	10,646
Other		753			753
Less accumulated depreciation		(260	)		(260	)
		493			493
	$	11,139		$	11,139

Land held for long-term investment represents property located in areas that are not planned to be developed in the near term and thus has not been offered for sale.  Other includes a sales center in Rio Rancho, New Mexico that is not in service and is held for sale and, as such, is no longer being depreciated.

(4)           Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following (in thousands):

	July 31,			April 30,
	2011			2011
Land, buildings and improvements	$	29,617		$	29,344
Furniture and equipment		22,598			22,593
		52,215			51,937
Less accumulated depreciation		(24,522	)		(23,787	)
	$	27,693		$	28,150

5

(5)           Intangible and Other Assets, Net

Intangible and other assets, net consist of the following (in thousands):

	July 31, 2011				April 30, 2011
	Cost		Accumulated  Amortization		Cost		Accumulated  Amortization
Software development costs	$	1,964	$	1,739	$	1,964	$	1,675
Deferred order entry costs		1,591		-		1,785		-
Prepaid expenses		3,014		-		3,252		-
Customer contracts and relationships		15,000		5,674		15,000		5,362
Other		1,689		594		1,695		541
	$	23,258	$	8,007	$	23,696	$	7,578

Software development costs include internal and external costs of the development of new or enhanced software programs and are generally amortized over five years.  Deferred order entry costs represent costs incurred in connection with the data entry of customer subscription information to database files and are charged directly to operations generally over a twelve month period.  Customer contracts and relationships are amortized on a straight line basis over twelve years.

 (6)          Accounts Payable, Net and Accrued Expenses

Accounts payable, net and accrued expenses consist of the following (in thousands):

	July 31,  2011		April 30, 2011
Publisher payables, net	$	59,781	$	60,425
Accrued expenses		3,496		3,486
Trade payables		2,098		2,608
Other		4,624		4,357
	$	69,999	$	70,876

Newsstand Distribution Services accounts payable are net of estimated magazine returns of $43,615,000 and $46,643,000 at July 31, 2011 and April 30, 2011.  Pursuant to an arrangement with a publisher customer of the Newsstand Distribution Services business, the Company has netted $17,403,000 and $16,574,000 of accounts receivable against the related accounts payable at July 31, 2011 and April 30, 2011 (see Note 2).

 (7)          Notes Payable

Notes payable consist of the following (in thousands):

	July 31, 2011		April 30, 2011
Credit facilities:
Media services operations	$	-	$	-
Real estate operations		18,714		19,339
Other notes payable		4,606		4,646
	$	23,320	$	23,985

6

Media Services has a Revolving Credit and Security Agreement with a bank (the “Media Services Credit Facility”) which matures May 12, 2013 that provides for a revolving credit loan and letter of credit facility of up to $20,000,000, with availability within that limit based upon the lesser of (i) a percentage of the borrowers’ eligible accounts receivable or (ii) the recent level of collections of accounts receivable.  Subject to certain terms, funds may be borrowed, repaid and re-borrowed at any time.  Borrowings under the Media Services Credit Facility are being used for Media Services working capital needs and general business purposes and, subject to the Media Services consolidated fixed charge coverage ratio (as defined) being at a stated level, may also be used to provide payments on certain indebtedness due a Company subsidiary that is not a party to the Media Services Credit Facility.  

The borrowers' obligations under the Media Services Credit Facility are secured by substantially all of their assets other than real property.  The revolving loans under the Media Services Credit Facility may be fluctuating rate borrowings or Eurodollar fixed rate based borrowings or a combination of the two as the borrowers may select.  Fluctuating rate borrowings bear interest at a rate which is, at the borrowers’ option, either (i) the reserve adjusted daily published rate for one month LIBOR loans plus a margin of 3.0%, or (ii) the highest of two daily published market rates and the bank lender’s base commercial lending rate in effect from time to time, but in any case not less than 3.0% plus a margin of 2.0% (that is, not less than 5.0%).  Eurodollar fixed rate based borrowings may be for one, two or six months and bear interest at the reserve adjusted Eurodollar interest rates for borrowings of such durations, plus a margin of 3.0%, which may be reduced to 2.75% depending on the borrowers’ financial condition.  At July 31, 2011, there were no outstanding borrowings under the Media Services Credit Facility.  The highest amount borrowed during the quarter ended July 31, 2011 was $3,371,000.  The Media Services Credit Facility requires the borrowers to meet certain covenants.

AMREP Southwest has a Loan Agreement and a related Promissory Note dated December 17, 2009 with a bank, both of which were amended on April 29, 2011 (said Loan Agreement and Promissory Note, as so amended, together, the “ASW Credit Facility”).   The ASW Credit Facility is a non-revolving loan with an outstanding principal balance at July 31, 2011 of $18,714,000, with principal payments due quarterly on September 15, 2011, December 15, 2011, March 15, 2012 and June 15, 2012 in installments of the greater of $625,000 or one-half of the net cash received (as defined) by AMREP Southwest during the quarterly periods ended on such dates from the sale of real estate, with the remaining principal due September 1, 2012.  No further amounts may be borrowed by AMREP Southwest under the ASW Credit Facility.  The outstanding principal of the ASW Credit Facility bears fluctuating interest at the annual rate of reserve adjusted 30-day LIBOR (0.19% at July 31, 2011) plus 3.5%, but not less than 5.0%, and AMREP Southwest is required to maintain a cash reserve with the lender of not less than $500,000 to fund the interest payments.  At July 31, 2011, the interest rate was 5.0% and the cash reserve was $525,000.  The ASW Credit Facility is secured by a mortgage on certain real property of AMREP Southwest with a book value of approximately $54,692,000 and requires that the appraised value of the collateral be at least 2.5 times the outstanding principal of the loan.

The ASW Credit Facility contains a number of covenants and restrictions, including a covenant requiring AMREP Southwest to maintain a minimum tangible net worth (as defined) and a covenant restricting AMREP Southwest from making distributions and other payments to the Company beyond a stated management fee.

7

At July 31, 2011, the borrowers under the Media Services Credit Facility and the ASW Credit Facility were in compliance with the facilities’ covenants.

Other notes payable consist of a $4,500,000 mortgage note payable on a warehouse with a maturity date of February 2018 and with an interest rate of 6.35% and $106,000 of equipment financing loans with maturity dates through April 2014 with an average interest rate of 7.48%.  The amount of Other notes payable due within one year totals $153,000.

(8) Other Long-Term Liabilities

In June 2009, the Company received $3,000,000 pursuant to an agreement with the State of Florida (the “Award Agreement”) as part of the incentives made available to the Company in connection with its project completed in 2011 to consolidate its Subscription Fulfillment Services operations at its Palm Coast, Florida location.  The Award Agreement requires the Company to achieve certain objectives in terms of job retention, job creation and capital investment through December 31, 2012; if the objectives are not met, the Company may need to return a portion, or all, of the $3,000,000.  Accordingly, the $3,000,000 has been recorded as a long term liability until the Company is irrevocably entitled to retain the award, at which time the award will be amortized into income over the life of the assets acquired with the grant monies received.

(9) Taxes

Unrecognized tax benefits were $333,000 at July 31, 2011 and April 30, 2011.  As a result of either the expiration of statutes of limitations or the recognition or measurement considerations under the FASB Accounting Standards Codification (“ASC”) 740, the Company believes that it is reasonably possible that the amount of unrecognized tax benefits will decrease within the next twelve months.

(10) Fair Value Measurements

The ASC Financial Instruments Topic requires disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, for which it is practicable to estimate that value. The Topic excludes all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.  The following methods and assumptions are used in estimating fair value disclosure for financial instruments.

The carrying amounts of cash equivalents, Media services trade receivables and all 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 change.

The estimated fair value of the Company’s long-term, fixed-rate mortgage receivables was $562,000 at both July 31, 2011 and April 30, 2011 and approximates the carrying amount.  At July 31, 2011 and April 30, 2011, the estimated fair values of the Company’s long-term, fixed-rate notes payable were $5,010,000 and $5,067,000 compared with carrying amounts of $4,606,000 and $4,646,000.

8

(11) Information About the Company’s Operations in Different Industry Segments

The following tables set forth summarized data relative to the industry segments in which the Company operated for the three month periods ended July 31, 2011 and 2010 (in thousands):

	Subscription Fulfillment Services			Newsstand Distribution  Services			Product  Services and  Other Kable			Real Estate Operations			Corporate  and Other			Consolidated
Three months ended July 31, 2011 (a):
Revenues	$	16,676		$	2,347		$	2,354		$	182		$	(66	)	$	21,493
Net income (loss)		364			30			(156	)		(760	)		243			(279	)
Provision (benefit) for income taxes		214			48			(92	)		(444	)		126			(148	)
Interest expense (income), net (b)		583			(346	)		31			395			(278	)		385
Depreciation and amortization		1,107			137			64			20			37			1,365
EBITDA (c)	$	2,268		$	(131	)	$	(153	)	$	(789	)	$	128		$	1,323
Capital expenditures	$	487		$	41		$	-		$	-		$	-		$	528
Three months ended July 31, 2010 (a):
Revenues	$	18,852		$	3,114		$	2,270		$	913		$	(62	)	$	25,087
Net income (loss)		(479	)		420			(31	)		(672	)		264			(498	)
Provision (benefit) for income taxes		(282	)		282			(18	)		(374	)		143			(249	)
Interest expense (income), net (b)		616			(360	)		23			332			(188	)		423
Depreciation and amortization		1,288			143			55			21			38			1,545
EBITDA (c)	$	1,143		$	485		$	29		$	(693	)	$	257		$	1,221
Capital expenditures	$	135		$	-		$	-		$	-		$	-		$	135

(a)   Revenue information provided for each segment includes amounts grouped as Interest and other in the accompanying statements of operations.  Corporate revenue in 2012 and 2011 is net of an intercompany revenue elimination.

(b)   Interest expense (income), net includes inter-segment interest income that is eliminated in consolidation.

(c)   The Company uses EBITDA (which the Company defines as income before net interest expense, income taxes, depreciation and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

Item 2.    Management’s Discussion and Analysis of Financial Condition

                and Results of Operations

INTRODUCTION

The Company, through its subsidiaries, is primarily engaged in four business segments: the Subscription Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”), the Newsstand Distribution Services business and the Product Services and Other businesses operated by Kable Media Services, Inc. and its subsidiaries (“Kable”) (the businesses being operated by Palm Coast and Kable are collectively referred to as “Media Services” or “Media services”), and the real estate business operated by AMREP Southwest Inc. and its subsidiaries (collectively, “AMREP Southwest”).  The Company’s foreign sales and activities are not significant.

9

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 April 30, 2011 consolidated financial statements and accompanying notes.  Unless otherwise qualified, all references to 2012 and 2011 are to the fiscal years ending April 30, 2012 and 2011 and all references to the first quarter of 2012 and 2011 mean the fiscal three month periods ended July 31, 2011 and 2010.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations is based on the accounting policies used and disclosed in the 2011 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of the Company’s annual report on Form 10-K for the year ended April 30, 2011 (the “2011 Form 10-K”).The preparation of those consolidated financial statements required management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual amounts or results could differ from those estimates.

The critical accounting policies, assumptions and estimates are described in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Assumptions and Estimates” in the 2011 Form 10-K. There have been no changes in these accounting policies.

The significant accounting policies of the Company are described in Note 1 to the 2011 consolidated financial statements contained in the 2011 Form 10-K.  Information concerning the Company’s implementation and the impact of recent accounting standards issued by the Financial Accounting Standards Board is included in the notes to the 2011 consolidated financial statements.  The Company did not adopt any accounting policy in the first quarter of 2012 that had a material impact on its consolidated financial statements.

RESULTS OF OPERATIONS

For the first quarter of 2012, the Company had a net loss of $279,000, or $0.05 per share, compared to a net loss of $498,000, or $0.08 per share, in the first quarter of 2011.  Revenues were $21,493,000 in the first quarter of 2012 compared to $25,087,000 for the same period last year.

Revenues from Media Services decreased from $24,236,000 for the first quarter of 2011 to $21,377,000 for the same period in 2012.  Magazine publishers are the principal customers of these operations, and they have continued to be impacted by the effects of the recent recession and also from increased competition from new media sources.  This has resulted in reduced subscription and newsstand sales, which in turn has caused certain publishers to close magazine titles or seek more favorable terms from Palm Coast and Kable or their competitors.  As a consequence of these and other factors, revenues from the Subscription Fulfillment Services operations decreased from $18,852,000 for the first quarter of 2011 to $16,676,000 for the same period of 2012, primarily reflecting (i) customer losses and (ii) reduced and lost business that resulted from lower publisher customer volumes and the attrition of magazine titles. Revenues from the Newsstand Distribution

10

Services operations decreased from $3,114,000 for the first quarter 2011 to $2,347,000 for the same period of 2012, principally as a result of lower distribution volumes reflecting a decline in retail magazine sales through the newsstand distribution system.  Revenues from the Product Services and Other business segment increased from $2,270,000 for the first quarter of 2011 to $2,354,000 for the same period of 2012, primarily due to an increase in revenues from the temporary staffing business partially offset by slightly lower revenues in the product services business.  Offsetting the net revenue decline, Media Services operating expenses decreased by $2,850,000, from $20,666,000 for the first quarter of 2011 (85.3% of Media Services revenues) to $17,816,000 for the first quarter of 2012 (83.3% of Media Services revenues), primarily attributable to a $2,294,000 reduction in payroll and benefits costs as well as a $378,000 reduction in facilities and equipment costs, including depreciation, and other efficiencies achieved in the Company’s consolidation of its Subscription Fulfillment Services business from three locations in Colorado, Florida and Illinois into one existing location at Palm Coast, Florida that was completed during the second quarter of 2011.

First quarter 2012 revenues from land sales at AMREP Southwest were $108,000 compared to $824,000 for the same period of 2011.  Results for both periods were substantially lower than the Company has experienced prior to fiscal 2009 in its principal market of Rio Rancho, New Mexico, due to a severe decline in the real estate market in the greater Albuquerque-metro and Rio Rancho areas that began late in fiscal 2008.  In Rio Rancho, the Company offers for sale both developed and undeveloped lots to national, regional and local home builders, commercial and industrial property developers and others.  For the first quarter of 2012 and 2011, the Company’s land sales in Rio Rancho were as follows:

	Three Months Ended July 31,
	2011						2010
	Acres  Sold		Revenues (in 000s)		Revenues Per Acre (in 000s)		Acres  Sold		Revenues (in 000s)		Revenues Per Acre (in 000s)
Developed
Residential		-	$	-	$	-		1.0	$	377	$	377
Commercial		-		-		-		-		-		-
Total Developed		-		-		-		1.0		377		377
Undeveloped		2.0		108		54		11.0		447		41
Total		2.0	$	108	$	54		12.0	$	824	$	69

The average selling price of land sold by the Company in Rio Rancho in recent years has fluctuated, as the Company offers for sale developed and undeveloped land in Rio Rancho from a number of different projects, and selling prices may vary from project to project and within projects depending on location, the stage of development and other factors.  The average gross profit percentage on land sales was 31% for the first quarter of 2012 compared to 52% for the first quarter of 2011, with the variance being attributable to the effect of indirect costs on the lower revenue base.  Revenues, gross profits and related gross profit percentages 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.

Interest and other revenues were $8,000 for the first quarter of 2012 compared to $27,000 for the same period in the prior year.  The decrease was primarily the result of the sale of certain non-inventory assets last year with no similar sales in the current year.

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Real estate commissions and selling expenses were $59,000 in the first quarter of 2012 compared to $80,000 for the same period of 2011 reflecting the lower sales volume.  Other operating expenses decreased $591,000 for the first quarter of 2012 compared to the same period of 2011, primarily due to (i) restructuring costs incurred in the prior year with no similar costs in 2012 due to the completion of the consolidation of the Company’s Subscription Fulfillment Services business and, (ii) to a lesser extent, reduced real estate taxes on real estate inventory and investment assets in Rio Rancho.

General and administrative costs of Media Services operations were $2,201,000 for the first quarter of 2012 (10.3% of Media Services revenues) compared to $2,336,000 for the first quarter of 2011 (9.6% of Media Services revenues), or a decrease of $135,000, primarily due to the lower consulting costs and payroll and benefits as a result of the consolidation project.  Real estate operations and corporate general and administrative expense increased $46,000 in the first quarter of 2012 compared to the same period in 2011 primarily due to increased legal costs.

The Company’s effective tax rate was 34.7% for the first quarter of 2012 and 33.3% for the same period of 2011.  The difference between the statutory tax rate and the effective rate of the tax benefit for both periods was primarily attributable to the accrual of interest related to unrecognized tax positions, which the Company has elected to include in its income tax expense or benefit.  The effect of this interest accrual was to reduce the tax benefit associated with the pre-tax loss for both periods.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of funding for working capital requirements are cash flow from operations and banking facilities.  The Company's liquidity is affected by many factors, including some that are based on normal operations and some that are related to the industries in which the Company operates and the economy.  The Company’s Media Services businesses finance their operations in part through a revolving credit facility (defined below as the Media Services Credit Facility) that matures May 12, 2013.  The Company’s Media Services businesses also rely on cash flow from operations to fund their working capital requirements, including cash flow made available through arrangements with customers and wholesalers that are subject to expiration and renegotiation from time to time.  AMREP Southwest finances its business from cash flow from operations and from loans made to it by its parent.  It also has a loan agreement (defined below as the ASW Credit Facility) that matures September 1, 2012 under which it may not borrow any additional funds.  The expiration without renewal or the termination of any of the credit facilities or arrangements could have a material adverse effect on the Company.

As a result of the cessation of certain operations in connection with the consolidation of the Company’s Subscription Fulfillment Services business, more than 20% of the Company’s employees who were active participants in the Company’s defined benefit pension plan as of the date of the announcement of the consolidation project were separated from employment.  As required by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Company notified the Pension Benefit Guaranty Corporation (the “PBGC”) of this occurrence.  Pursuant to ERISA regulations, the PBGC has the right to require the Company to accelerate the funding of certain accrued pension-related obligations (i) by making accelerated contributions to the Plan or (ii) by placing an amount in escrow or by furnishing a bond to the PBGC to insure payment, or instead (iii) the Company and the PBGC may enter into an alternative arrangement with respect to any such requirement.  The PBGC has advised the Company that its calculation of the unfunded liability, statutorily computed on a “termination basis” which amount differs from that computed for generally accepting accounting principles under ASC 715-30, was approximately $16,000,000 as of the date the certain operations were deemed to have ceased, and as a result, the amount required to be contributed to the Plan or placed in escrow (or supported by a bond) is approximately $12,000,000.  The Company and its advisors have reviewed the PBGC’s calculations, and the Company has entered

12

into discussions with the PBGC to seek an alternative arrangement; however, there is no assurance that a satisfactory alternative arrangement can be arrived at between the Company and the PBGC.  Either the alternative arrangement, if achieved, or the failure to reach an agreement on an alternative arrangement, could have a material adverse effect on the Company.  Refer to Note 11 to the consolidated financial statements included in the 2011 Form 10-K for additional pension plan information.

Cash Flows from Operating Activities

Receivables from Media Services operations decreased from $28,125,000 at April 30, 2011 to $25,842,000 at July 31, 2011, primarily due to the effect of reduced quarter-end billings at July 31, 2011 compared to April 30, 2011.  Receivables from real estate operations and corporate increased from $607,000 at April 30, 2011 to $650,000 at July 31, 2011.

Real estate inventory was $75,373,000 at July 31, 2011 compared to $75,247,000 at April 30, 2011.  Inventory in the Company’s core real estate market of Rio Rancho increased from $70,968,000 at April 30, 2011 to $71,088,000 at July 31, 2011, reflecting the net effect of development spending and land sales.  The balance of real estate inventory consisted of properties in Colorado.

Accounts payable and accrued expenses decreased from $70,876,000 at April 30, 2011 to $69,999,000 at July 31, 2011, primarily from the timing of billings and payments due to publishers and vendors.

Cash Flows from Investing Activities

Capital expenditures totaled $528,000 for the first three months of 2012 and were primarily for facility and equipment upgrades for the Media Services business and $135,000 in the same period of 2011 for expenditures primarily related to the consolidation of the Subscription Fulfillment Services operations.

Cash Flows From Financing Activities

Media Services has a Revolving Credit and Security Agreement with a bank (the “Media Services Credit Facility”) which matures May 12, 2013 that provides for a revolving credit loan and letter of credit facility of up to $20,000,000, with availability within that limit based upon the lesser of (i) a percentage of the borrowers’ eligible accounts receivable or (ii) the recent level of collections of accounts receivable.  Subject to certain terms, funds may be borrowed, repaid and re-borrowed at any time.  Borrowings under the Media Services Credit Facility are being used for Media Services working capital needs and general business purposes and, subject to the Media Services consolidated fixed charge coverage ratio (as defined) being at a stated level, may also be used to provide payments on certain indebtedness due a Company subsidiary that is not a party to the Media Services Credit Facility.  

The borrowers' obligations under the Media Services Credit Facility are secured by substantially all of their assets other than real property.  The revolving loans under the Media Services Credit Facility may be fluctuating rate borrowings or Eurodollar fixed rate based borrowings or a combination of the two as the borrowers may select.  Fluctuating rate borrowings bear interest at a rate which is, at the borrowers’ option, either (i) the reserve adjusted daily published rate for one month LIBOR loans plus a margin of 3.0%, or (ii) the highest of two daily published market rates and the bank lender’s base commercial lending rate in effect from time to time, but in any case not less than 3.0% plus a margin of 2.0% (that is, not less than 5.0%).  Eurodollar fixed rate based borrowings may be for one,

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two or six months and bear interest at the reserve adjusted Eurodollar interest rates for borrowings of such durations, plus a margin of 3.0%, which may be reduced to 2.75% depending on the borrowers’ financial condition.  At July 31, 2011, there were no outstanding borrowings under the Media Services Credit Facility.  The highest amount borrowed during the quarter ended July 31, 2011 was $3,371,000.  The Media Services Credit Facility requires the borrowers to meet certain covenants.

AMREP Southwest has a Loan Agreement and a related Promissory Note dated December 17, 2009 with a bank, both of which were amended on April 29, 2011 (said Loan Agreement and Promissory Note, as so amended, together, the “ASW Credit Facility”).   The ASW Credit Facility is a non-revolving loan with an outstanding principal balance at July 31, 2011 of $18,714,000, with principal payments due quarterly on September 15, 2011, December 15, 2011, March 15, 2012 and June 15, 2012 in installments of the greater of $625,000 or one-half of the net cash received (as defined) by AMREP Southwest during the quarterly periods ended on such dates from the sale of real estate, with the remaining principal due September 1, 2012.  No further amounts may be borrowed by AMREP Southwest under the ASW Credit Facility.  The outstanding principal of the ASW Credit Facility bears fluctuating interest at the annual rate of reserve adjusted 30-day LIBOR (0.19% at July 31, 2011) plus 3.5%, but not less than 5.0%, and AMREP Southwest is required to maintain a cash reserve with the lender of not less than $500,000 to fund the interest payments.  At July 31, 2011, the interest rate was 5.0% and the cash reserve was $525,000.  The ASW Credit Facility is secured by a mortgage on certain real property of AMREP Southwest with a book value of approximately $54,692,000 and requires that the appraised value of the collateral be at least 2.5 times the outstanding principal of the loan.

The ASW Credit Facility contains a number of covenants and restrictions, including a covenant requiring AMREP Southwest to maintain a minimum tangible net worth (as defined) and a covenant restricting AMREP Southwest from making distributions and other payments to the Company beyond a stated management fee.

At July 31, 2011, the borrowers under the Media Services Credit Facility and the ASW Credit Facility were in compliance with the facilities’ covenants.

Future Payments Under Contractual Obligations

The Company is obligated to make future payments under various contracts, including its debt agreements and lease agreements, and is subject to certain other commitments and contingencies.  The table below summarizes significant contractual obligations as of July 31, 2011 for the items indicated (in thousands):

Contractual Obligations	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Notes payable	$	23,320	$	2,653	$	16,489	$	251	$	3,927
Operating leases and other		9,157		2,966		5,576		615		-
Total	$	32,477	$	5,619	$	22,065	$	866	$	3,927

Operating leases and other includes $595,000 of uncertain tax positions and related accrued interest recorded in accordance with ASC 740 and the expected remaining fiscal 2012 contributions of $510,000 to the Company’s defined benefit pension plan.  Any additional future defined benefit pension plan contributions necessary to satisfy the minimum statutory funding requirements are dependent upon actual plan asset returns, interest rates and the potential changes to U.S. pension

14

funding legislation.  Operating leases and other also does not include any accelerated pension funding that may be required by the PBGC as described above in the second paragraph under this Liquidity and Capital Resources section.  Refer to Notes 8, 11, 12, 16 and 17 to the consolidated financial statements included in the 2011 Form 10-K for additional information on long-term debt, pension contributions, taxes and commitments and contingencies.

Risk Factors

In addition to the other information set forth in this report, the factors discussed in Part I, “Item 1A. Risk Factors” in the 2011 Form 10-K, which could materially affect the Company’s business, financial condition or future results, should be carefully considered.  The risks described in the 2011 Form 10-K are not the only risks facing the Company.  Additional risks and uncertainties not currently known to the Company or that currently are deemed to be immaterial also may materially adversely affect the Company’s business, financial condition or operating results.

Statement of Forward-Looking Information

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, reports to the Company’s shareholders and news releases.  All statements that express expectations, estimates, forecasts or 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 contingencies that are difficult to predict. These risks and uncertainties include, but are not limited to, the risks described above under the heading “Risk Factors”.  Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements.  The forward-looking statements contained in this report include, but are not limited to, statements regarding (i) the possible accelerated funding of the Company’s pension plan resulting from the plan’s partial termination and (ii) the Company’s ability to finance its future working capital and capital expenditure needs.  The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, has 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 executive officer and chief financial officer have concluded that such disclosure controls and procedures are effective 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 (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its

15

principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure.  The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

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

PART II. OTHER INFORMATION

Item 6.    Exhibits

Exhibit No.	Description
3.2	By-Laws, as amended.
31.1	Certification of the chief executive officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2	Certification of the chief financial officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
32	Certification of the chief executive officer and chief financial officer required pursuant to 18 U.S.C. Section 1350.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  September 13, 2011	AMREP CORPORATION (Registrant)
	By:  /s/  Peter M. Pizza
	Peter M. Pizza Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
3.2	By-Laws, as amended – Filed herewith
31.1	Certification of the chief executive officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934 – Filed herewith.
31.2	Certification of the chief financial officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934 – Filed herewith.
32	Certification of the chief executive officer and chief financial officer required pursuant to 18 U.S.C. Section 1350 – Filed herewith.

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EX-3

Exhibit 3.2

AMREP CORPORATION

BY-LAWS

Article I

OFFICES

Section 1.         Location

The registered office of the Corporation in the State of Oklahoma shall be at 735 First National Building, Oklahoma City, Oklahoma.

The Corporation may also have offices at such other places within and without the State of Oklahoma as the Board of Directors may from time to time appoint or the business of the Corporation may require.

Article II

SHAREHOLDERS

Section 1.         Annual Meeting

An annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as the Board of Directors each year shall fix.  Each annual meeting shall be held at such place, within or without the State of Oklahoma, as the Board of Directors shall determine.

An annual meeting may be adjourned from time to time and place to place until its business is completed.  The election of directors shall be by plurality vote.

Section 2.         Special Meetings

Special meetings of the shareholders may be called by the Board of Directors (by such vote as is required by the Certificate of Incorporation) or by the Chairman of the Board or the President.  Special meetings shall be held at such place, on such date, at such time as the Board or person calling the meeting shall fix.

Section 3.         Notice of Meetings

Notice of every meeting of the shareholders shall be given in the manner provided by law.

Section 4.         Quorum

At any meeting of shareholders, except as otherwise required by law the holders of a majority of the shares of stock entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business.  If a quorum shall not be present or represented by proxy at any meeting, the chairman of the meeting or the shareholders entitled to vote thereat who are present in person or by proxy shall have power to adjourn the meeting to another place, date or time, without notice other than announcement at the meeting except as otherwise required by law.  At such adjourned meeting at which the requisite amount of voting stock shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 5.         Organization

In the absence of the Chairman of the Board and the President at a meeting of shareholders, the highest ranking officer of the Corporation who is present shall call to order the meeting and act as chairman thereof.  In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

Section 6.         Conduct of Business

The chairman of any meeting of shareholders shall determine the order of business and all other matters of procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him in order.  The chairman may appoint one or more inspectors of Election at any meeting.

Section 7.         Qualification of Voters

The Board of Directors may fix a date not more than sixty nor less than ten days before the date of any meeting of the shareholders as the record date for such meeting.  Only those persons who were holders of record of voting stock at the record date shall be entitled to notice and to vote at such meeting.

Section 8.         Stock List

A list of shareholders entitled to vote at each meeting of shareholders shall be prepared and made available for examination as required by law.

Section 9.         Proxy

Subject to the provisions of Article II, Section 7 of these By-Laws, at each meeting of the shareholders every shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing, provided such instrument is filed with the Office of the Secretary of the Corporation at or before the meeting.

- 2 -

Section 10.       Record date for Consents to

                        Corporate Actions in Writing

In order that the Corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (l0) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  Any shareholder of record seeking to have the shareholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date.  The Board of Directors shall promptly, but in all events within ten (l0) days after the date on which such a request is actually received, adopt a resolution fixing the record date, if no record date has been fixed by the Board of Directors within ten (l0) days of the date on which such a request is actually received, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Oklahoma General Corporation Act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Oklahoma, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings of shareholders meetings are recorded.  Delivery shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Oklahoma General Corporation Act, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Article III

DIRECTORS

Section 1.         Number, Election and Terms

(a)           The property and business of the Corporation shall be managed by the Board of Directors (the "Board").  The Board shall consist of six directors (the "entire Board").

(b)           The Directors shall be divided into three classes, as nearly equal in number as possible as determined by the Board, one class to hold office initially for a term expiring at the annual meeting of shareholders to be held in l988, another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in l989, and another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in l990, with the members of each class to hold office until their successors are elected and qualified.  At each annual meeting of shareholders, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election and, in each case, until their respective successors are elected and qualified.

- 3 -

Section 2.         Vacancies - Change in Number of Directors

Newly created directorships resulting from any increase in the number of Directors and vacancies on the Board occurring otherwise than by removal may be filled by the majority of the remaining members of the Board, though less than a quorum, or by a sole remaining Director, or by the shareholders, and any person so elected shall hold office for the remainder of the term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been elected and qualified.  A vacancy caused by removal of a Director shall be filled by the shareholders.  No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

Section 3.         Organizational Meeting

The Directors shall, if a quorum is present, hold an organizational meeting for the purpose of (a) electing from among themselves a Chairman of the Board, (b) electing officers and (c) the transaction of any other business. Such organizational meeting shall be held immediately after the annual meeting of shareholders, or as soon thereafter as practicable.

Section 4.         Regular Meetings

Regular meetings of the Board shall be held at such time and place as shall from time to time be determined by the Board.

Section 5.         Special Meetings

Special meetings of the Board may be called at any time by the Chairman of the Board or the President, and shall be called by the President or Secretary on the written request of two directors.  Special meetings shall be held at the principal office of the Corporation in the City of New York, or such other place as may be set forth in the notice thereof.

Section 6.         Notice of Meetings

Notice of the organizational meeting need not be given if it is held immediately after the annual meeting of shareholders.

Notice of regular meetings of the Board need not be given.

Notice of the organizational meeting (if required) and of every special meeting of the Board shall be given to each Director at his usual place of business, or at such other address as shall have been furnished by him for the purpose.  Such notice shall be given at least forty-eight hours before the meeting by telephone or by being personally delivered, mailed or telegraphed.  Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.  If a quorum shall not be present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum be present.

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Section 7.         Quorum

Except as may be otherwise provided by law or in these By-Laws, the presence of one-half of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 8.         Participation in Meetings by Conference Telephone

Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 9.         Powers

The business, property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which shall have and may exercise all the powers of the Corporation to do all such lawful acts and things as are not by law, or by the Certificate of Incorporation, or by these By-Laws, directed or required to be exercised or done by the shareholders.

Section 10.       Compensation of Directors

Directors shall receive such compensation for their services as shall be determined from time to time by a majority of the entire Board.  Directors may receive compensation for services as director even though they are compensated for serving the Corporation in other capacities, as salaried officers or otherwise.

Article IV

OFFICERS - CHAIRMAN OF THE BOARD

Section 1.         Officers

The officers of the Corporation shall be elected by the Board of Directors.  The officers shall be a President, one or more Vice-Presidents (one of whom may be designated Executive Vice-President), a Secretary and a Treasurer, and such other officers as the Board of Directors from time to time shall determine. The officers need not be directors.  The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of shareholders, and each such officer shall hold office until the corresponding meeting in the next year and until his or her successor shall have been duly chosen and qualified, or until he or she shall have resigned or have been removed from office.  Any vacancy in any of the above offices shall be filled for the unexpired portion of the term by the Board of Directors, at any regular or special meeting.  A majority of the entire Board shall have power at any regular or special meeting to remove any officer, with or without cause.

- 5 -

Section 2.         Other Officers

The Board of Directors may elect or appoint such other officers and agents as it shall deem appropriate.  Such officers and agents shall hold office at the pleasure of the Board of Directors.

Section 3.         Chairman of the Board - Duties

The Chairman of the Board shall preside at all meetings of shareholders and of the Board of Directors at which he shall be present.  He also shall have such other duties as may from time to time be assigned to him by the Board of Directors.

Section 4.         President - Duties

In the absence of the Chairman of the Board, the President shall preside at all meetings of shareholders and of the Board of Directors at which he shall be present.  He shall be Chief Executive Officer of the Corporation and, subject to the direction of the Board of Directors, shall have direct charge and supervision of the business of the Corporation.  He also shall have such other duties as from time to time may be assigned to him by the Board of Directors.

Section 5.         Other Officers - Duties

The Vice-Presidents, the Secretary, the Treasurer and the other officers and agents each shall perform the duties and exercise the powers usually incident to such offices or positions and/or such other duties and powers as may be assigned to them by the Board of Directors or the Chief Executive Officer.

Article V

AMENDMENTS

Section 1.         Alterations - Amendments - Repeal

Subject to the Certificate of Incorporation, these By-Laws may be altered or repealed, and other By-Laws may be adopted, by a majority of the entire Board of Directors at any regular or special meeting.

- 6 -

EX-31

Exhibit 31.1

CERTIFICATION

I, Theodore J. Gaasche, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2011 of AMREP Corporation;

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

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

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

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

b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated:   September 13, 2011

/s/ Theodore J. Gaasche

Theodore J. Gaasche

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Peter M. Pizza, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2011 of AMREP Corporation;

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

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

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

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

b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated:   September 13, 2011

/s/ Peter M. Pizza________________

Peter M. Pizza

Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AMREP Corporation (the “Company”) on Form 10-Q for the period ended July 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  September 13, 2011

   /s/ Theodore J. Gaasche       

Theodore J. Gaasche

President and Chief Executive Officer

(Principal Executive Officer)

    /s/ Peter M. Pizza   _____   

Peter M. Pizza

Vice President and

Chief Financial Officer

(Principal Financial Officer)