SC TO-I/A

               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)

                        (Amendment No. 4)

                        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) 256-3310
   (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

[ ]  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

[ ]  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: [X]


                         INTRODUCTORY STATEMENT

     This Amendment No. 4 to Tender Offer Statement on Schedule TO
(the "Statement") relates to the tender offer by AMREP Corporation, an
Oklahoma corporation (the "Company"), 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, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 4, 2000 (the "Offer to
Purchase") and the related Letter of Transmittal.  Copies of the Offer
to Purchase and Letter of Transmittal were previously filed as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to this Statement and
incorporated herein be reference.

ITEM 4.  TERMS OF THE TRANSACTION

     The Statement is amended in answer to Item 4 of Schedule TO to
add the following:

          "The Offer expired on June 6, 2000 at 5:00 p.m. New York
           City time.  AMREP accepted a total of 587,654 shares of
           common stock at a purchase price of $7.00 per share.
           After purchase of the shares AMREP will have 6,652,696
           shares of common stock outstanding."

     On June 12, 2000, the Company issued a press release announcing
the final results of the Offer, a copy of which is filed as Exhibit
(a)(5)(iii) hereto and is incorporated herein by reference.

ITEM 12.  EXHIBITS

     The Statement is further amended in answer to Item 12 of Schedule
TO to amend and restate Item 12 in its entirety as follows:

(a)(1)(i)       Form of Offer to Purchase dated May 4, 2000.*

(a)(1)(ii)      Form of Letter of Transmittal.*

(a)(1)(iii)     Form of Notice of Guaranteed Delivery.*

(a)(1)(iv)      Form of Letter to Brokers, Dealers, Commercial Banks,
                Trust Companies and Other Nominees.*

(a)(1)(v)       Form of Letter to Clients for use by Brokers,
                Dealers, Commercial Banks, Trust Companies and Other
                Nominees.*

(a)(1)(vi)      Form of Letter from the Company to participants in the
                Company Savings and Salary Deferral Plan, including
                the form of Direction Form to the Trustee of said Plan
                from participants in said Plan.*

(a)(1)(vii)     Form of letter dated May 4, 2000 from the Chairman of
                the Company's Board of Directors to shareholders of
                the Company.*

(a)(1)(viii)    Guidelines for Certification of Taxpayer
                Identification Number on Form W-9.*

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

(a)(5)(ii)      Form of Press Release issued by the Company dated
                June 7, 2000.*

(a)(5)(iii)     Form of Press Release issued by the Company dated
                June 12, 2000.**

(b)(1)          Master Loan Agreement dated effective February 26,
                1999 between AMREP Southwest, Inc. and Norwest Bank
                New Mexico, N.A.*

(b)(2)          First Amendment to Master Loan Agreement Amended
                Effective January 26, 2000.*



_____________________
*	Filed previously
**	Filed herewith


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: /s/ Mohan Vachani
                                   --------------------------------
                                    Name: Mohan Vachani
                                    Title: Senior Vice President &
                                           Chief Financial Officer

Dated:  June 12, 2000


                           INDEX TO EXHIBITS

ITEM                          DESCRIPTION

(a)(1)(i)       Form of Offer to Purchase dated May 4, 2000.*

(a)(1)(ii)      Form of Letter of Transmittal.*

(a)(1)(iii)     Form of Notice of Guaranteed Delivery.*

(a)(1)(iv)      Form of Letter to Brokers, Dealers, Commercial Banks,
                Trust Companies and Other Nominees.*

(a)(1)(v)       Form of Letter to Clients for use by Brokers,
                Dealers, Commercial Banks, Trust Companies and Other
                Nominees.*

(a)(1)(vi)      Form of Letter from the Company to participants in the
                Company Savings and Salary Deferral Plan, including
                the form of Direction Form to the Trustee of said Plan
                from participants in said Plan.*

(a)(1)(vii)     Form of letter dated May 4, 2000 from the Chairman of
                the Company's Board of Directors to shareholders of
                the Company.*

(a)(1)(viii)    Guidelines for Certification of Taxpayer
                Identification Number on Form W-9.*

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

(a)(5)(ii)      Form of Press Release issued by the Company dated
                June 7, 2000.*

(a)(5)(iii)     Form of Press Release issued by the Company dated
                June 12, 2000.**

(b)(1)          Master Loan Agreement dated effective February 26,
                1999 between AMREP Southwest, Inc. and Norwest Bank
                New Mexico, N.A.*

(b)(2)          First Amendment to Master Loan Agreement Amended
                Effective January 26, 2000.*

- ----------
*  Filed previously.
** Filed herewith.

EX-99.A.5.II

                                        EXHIBIT (a)(5)(iii)

         [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)

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


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

               AMREP CORPORATION ANNOUNCES FINAL RESULTS
                      OF SELF-TENDER OFFER
               -----------------------------------------


New York, June 12, 2000 -- AMREP Corporation (NYSE:AXR)
today announced the final results of its Dutch Auction self-tender
offer to purchase shares of its common stock.  The offer expired June
6, 2000 at 5 p.m. New York City time.

AMREP commenced the tender offer for up to 725,000 shares
of its common stock on May 4, 2000, at a price range of $5.25 to $7.00
per share.  Based on a final count by The Bank of New York, the
depositary for the offer, 587,654 shares were properly tendered and
not withdrawn at prices at or below $7.00 per share.  AMREP has
accepted for purchase at a price of $7.00 per share all such shares
tendered.

AMREP has deposited the purchase price with The Bank of New
York, and that firm is in the process of making payment for shares
purchased through the tender offer.  AMREP now has 6,652,696 shares of
common stock outstanding, or approximately 8.1 percent fewer shares
than were outstanding at the commencement of the offer on May 4, 2000.

The information agent for the offer was D.F. King & Co.,
Inc.

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.

# # #

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