Securities and Exchange Commission
                                Washington, D.C.
                                        
                                        
                                        
                                        
                                    FORM 8-K
                                        
                                        
                                 CURRENT REPORT
                                        
                                        
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                                        
      Date of Report (Date of earliest event reported):  September 25, 1995
                                        


                                        
                                AMREP CORPORATION
     -----------------------------------------------------------------------
               (Exact name of registrant as specified in charter)
                                        
                                        
                                        
          Oklahoma                     1-4702                 59-0936128
     ----------------            -----------------           --------------
     (State or other             (Commission File            (IRS Employer
     jurisdiction of                 Number)                 Identification
     incorporation)                                             Number)

     641 Lexington Avenue, Sixth Floor, New York, NY                10022
     ------------------------------------------------            ----------
      (Address of principal executive offices)                   (Zip Code)


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






     Item 5.   Other Events
     -------   ------------

               Management's Discussion and Analysis for the Fiscal Year ended
     April 30, 1995 ("MDA") describes a dispute with the Internal Revenue
     Service ("IRS").  The dispute concerns the method by which the Company
     utilizes a provision of the Internal Revenue Code (the "Code") to adjust
     taxable income of its Kable News Company subsidiary in an amount related
     to magazines returned within a specified period following the close of the
     tax year.  It is reported in the MDA that the Company had been informed
     that the IRS had issued notices of deficiency to two other taxpayers in
     which the IRS contests those taxpayers' adjustments to taxable income
     which were made in reliance on the same Code provision and use the same
     method as that used by the Company, and that those taxpayers had commenced
     litigation against the IRS in the Tax Court.

               On September 25, 1995, the Tax Court ruled in favor of the IRS
     in one of those cases.  The Company and its professional advisors
     believed, and continue to believe, that the Company's methods are correct
     under the Code even though the IRS has issued regulations which require a
     contrary method.  However, the ruling of the Tax Court upholds the
     regulations.  The Tax Court ruling can be appealed to the United States
     Court of Appeals, and the Company assumes it will be.

               The Company intends to vigorously litigate the issue, assuming
     as it does that the IRS will pursue the matter against it.  The Company's
     counsel is of the view that, if the Tax Court ruling in the other
     corporation's case is reversed on appeal, the Company most probably will
     prevail, but that if the Tax Court ruling is sustained the chances of the
     Company ultimately prevailing are not large.  If the Company does not
     prevail, it will be faced with a current obligation to pay taxes, which
     have already been recorded in the Company's financial statements as a
     deferred tax liability, of approximately $20,000,000 and also interest
     thereon, for which no reserve has been recorded, of approximately
     $17,000,000.

               The Company is advised that it will be a number of months at the
     earliest before a Tax Court decision on the claim of the IRS against it
     could be rendered.  Our auditors have advised us that if the status of the
     dispute with the IRS remains unchanged from the current status at the time
     they next report on the Company's financial statements, they will have to
     consider report modifications.

               The Company is exploring various potential sources of funds
     should the IRS prevail.



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                                    SIGNATURES



               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 hereunto duly authorized.


                                         AMREP Corporation



     Date:  September 29, 1995       By: /s/ Valerie Ascuitto
                                         ---------------------
                                             Vice President
                                         
                                         





















                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       



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