SC TO-I

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             SCHEDULE TO

                       Tender Offer Statement
             (Under Section 14(d)(1) or 13(e)(1) of the
                  Securities Exchange Act of 1934)

                         AMREP CORPORATION
                 (Name of Subject Company (issuer))

              AMREP CORPORATION (issuer and offeror)
         (Name of Filing Person(s) (identifying status as
                 offeror, issuer or other person))

              Common Stock, par value $.10 per share
                  (Title of Class of Securities)

                             032159105
               (CUSIP Number of Class of Securities)

            Edward B. Cloues, II, Chairman of the Board
                            P.O. Box 888
                   Pitman, New Jersey 08071-0888
                           (856) 589-0500
    (Name, address and telephone number of person authorized to
                        receive notices and
            communications on behalf of filing persons)

                             COPY TO:
                        Edward B. Winslow
                    Jacobs Persinger & Parker
                         77 Water Street
                    New York, New York  10005
                         (212) 344-1866


                    CALCULATION OF FILING FEE

      TRANSACTION VALUATION             *AMOUNT OF FILING FEE
               N/A                               N/A

*    Pursuant to General Instruction D to Schedule TO, no filing
fee is required for this filing.

[ ]  Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid.  Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.

Amount Previously Paid: N/A        Filing Party: N/A

Form or Registration No.: N/A      Date Filed: N/A

[X]  Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to
which the statement relates:

[ ]  third party tender offer subject to Rule 14d-1.
[X]  issuer tender offer subject to Rule 13e-4.
[ ]  going-private transaction subject to Rule 13e-3.
[ ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment
reporting the results of the tender offer: [ ]

                      INTRODUCTORY STATEMENT

     This Tender Offer Statement on Schedule TO (the "Statement")
relates to the announcement by AMREP Corporation, an Oklahoma
corporation (the "Company"), of its intention to commence a tender
offer to purchase up to 725,000 shares of its common stock, par
value $.10 per share (the "Shares"), at prices, net to the seller
in cash, not greater than $7.00 nor less than $5.25 per Share.
The Statement is being filed pursuant to Rule 13e-4(c)(1) under
the Securities Exchange Act of 1934.

ITEM 12.  EXHIBITS.

(a)(5)    Form of Press Release issued by the Company dated
          May 2, 2000.

                             SIGNATURE

     After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.

                              AMREP CORPORATION

                              By:      *
                                 ---------------------------------

Dated:  May 2, 2000

___________________________
*    Pursuant to General Instruction D to Schedule TO, no
     signature is required for this filing.

                         INDEX TO EXHIBITS


ITEM                       DESCRIPTION

(a)(5)        Form of Press Release issued by the Company dated
              May 2, 2000.

EX-99.A.5

                                   EXHIBIT (a)(5)

         [Letterhead of KCSA Public Relations Worldwide]

FOR:      AMREP CORPORATION
          641 Lexington Avenue
          New York, NY 10022

CONTACT:  Mohan Vachani
          Senior Vice President and
          Chief Financial Officer
          (212) 705-4700
          (212) 705-4740 (fax)

KCSA      Joseph A. Mansi
CONTACT:  (212) 896-1205 (phone)
          (212) 697-0910 (fax)
          jmansi@kcsa.com
          www.kcsa.com

                                        FOR IMMEDIATE RELEASE
                                        ---------------------


   AMREP CORPORATION ANNOUNCES "DUTCH AUCTION" SELF-TENDER OFFER
                TO REPURCHASE UP TO 725,000 SHARES


New York, NY -- May 2, 2000.  AMREP Corporation (NYSE: AXR) announced today
that its Board of Directors has approved the making of a "Dutch Auction" self-
tender offer to purchase for cash up to 725,000 shares of its common stock,
representing approximately 10% of the Company's outstanding shares.  The offer
is expected to begin on May 4, 2000 and, unless extended, to expire at
5:00 p.m., New York City time, on June 6, 2000.  Details of the tender offer
will be set forth in the Offer to Purchase, Letter of Transmittal and other
related documents which will be sent to shareholders.

The Company is inviting shareholders to tender shares at a price between $5 1/4
and $7 per share.  Based upon the number of shares tendered and the prices
specified by the tendering shareholders, and subject to the terms of the
offer, the Company will determine a single per share price within that price
range that will allow the Company to purchase 725,000 shares or such lesser
number of shares as are properly tendered.  AMREP's common stock closed at
$5 1/16 on the New York Stock Exchange on May 1, 2000.

Neither the Company nor its Board of Directors is making any recommendation as
to whether holders of shares should tender.  The Company has been informed by
its directors and executive officers that none of them will tender shares.

Edward B. Cloues, II, Chairman of the Board, said, "We regard the repurchase of
our shares as an attractive investment, and it is consistent with our long term
goal of increasing shareholder value.  Even after the repurchase, AMREP
expects to have sufficient cash flow and access to other sources of capital to
fund its businesses."

D.F. King & Co., Inc. will act as Information Agent for the offer.

AMREP's subsidiary AMREP Southwest Inc. is a leading developer of real estate in
New Mexico, and its Kable News Company, Inc. subsidiary distributes magazines to
wholesalers and provides subscription fulfillment and related services to
publishers and others.

                              # # #

SHAREHOLDERS SHOULD READ THE OFFER TO PURCHASE AND THE OTHER
TENDER OFFER MATERIALS THAT THE COMPANY WILL BE SENDING BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS CAN OBTAIN
COPIES OF THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND THE
OTHER TENDER OFFER MATERIALS FREE AT THE SEC'S WEB SITE,
WWW.SEC.GOV, OR FROM THE COMPANY'S INFORMATION AGENT, D.F. KING &
CO., INC., AT (212) 269-5550.

This release and prior releases are available on the KCSA Public Relations
Worldwide website at www.kcsa.com.