UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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):       July 14, 2009
                                                       -------------------------


                                AMREP CORPORATION
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             (Exact Name of Registrant as Specified in its Charter)


Oklahoma                             1-4702               59-0936128
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(State or Other Jurisdiction of      (Commission File     (IRS Employer
 Incorporation)                       Number)             Identification Number)


300 Alexander Park, Suite 204, Princeton, New Jersey           08540
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 (Address of Principal Executive Offices)                       (Zip Code)


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


                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[  ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[  ] Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



Item 1.01  Entry into a Material Definitive Agreement.

     On July 14,  2009,  Kable  Media  Services,  Inc. , a  subsidiary  of AMREP
Corporation  (the  "Company"),  and certain direct and indirect  subsidiaries of
Kable Media  Services,  Inc.  entered into a Third Amended and Restated Loan and
Security  Agreement  dated as of July 13,  2009 with Bank of  America,  N.A.(the
"Lender"),  as successor by merger with LaSalle Bank National  Association  (the
"Present Credit Agreement"). The following description is qualified by reference
to the Present  Credit  Agreement,  which is filed herewith as Exhibit No. 10.1.
The Present Credit Agreement amends and restates the Second Amended and Restated
Loan and Security Agreement dated as of January 16, 2007, as amended, originally
among  Kable  Media  Services,  Inc.  and  certain of its  direct  and  indirect
subsidiaries  and the Lender's  predecessor,  LaSalle Bank National  Association
(the "Prior Credit Agreement").

     The Present Credit Agreement  provides for: (i) a revolving credit loan and
letter of credit  facility of up to $20,000,000  ("Facility A") that may be used
for general business purposes, including the payment of expenses and other costs
associated  with the  consolidation  of the Company's  Subscription  Fulfillment
Services  business in Florida;  and (ii) a second revolving credit loan facility
of up to $5,000,000  ("Facility D") that may be used exclusively for the payment
of  accounts  payable  under a  distribution  agreement  with a customer  of the
Company's  Distribution  Services  business.  At the  borrowers'  option,  up to
$2,500,000 of the Lender's lending  commitment for Facility D may be transferred
to Facility A. At April 30, 2009, $6,067,000 of Facility A loans and no Facility
D  loans  were  outstanding.  Additionally,  term  borrowings  of  approximately
$2,800,000 ("Facilities B and C") at April 30, 2009, bearing interest from 4.79%
to 6.40% per annum, that were incurred for capital  expenditures under the Prior
Credit  Agreement are now included in the  borrowings  under the Present  Credit
Agreement in addition to Facilities A and D. Under the Present Credit Agreement,
the revolving  credits mature on May 1, 2010 and the term  borrowings are due in
installments  through  that  date,  as was  the  case  under  the  Prior  Credit
Agreement.  The borrowers'  obligations  under the Present Credit  Agreement are
secured by  substantially  all of their assets other than (i) real  property and
(ii) any borrower's  interest in the capital securities of any other borrower or
any  subsidiary of any borrower,  as were the borrowers'  obligations  under the
Prior Credit Agreement.

     The revolving loans under the Present Credit Agreement bear interest at the
borrowers'  option at a fluctuating  rate that is either (i) a LIBOR-based  rate
(0.3% at July 14, 2009) plus 3.25%, or (ii) the bank's prime rate (3.25% at July
14, 2009) plus 1.75% (the rates under the Prior Credit Agreement were either (i)
LIBOR-based plus a margin of 1.5% to 2.5%,  depending upon the borrowers' funded
debt to EBITDA ratio, or (ii) the Lender's prime rate).

     The Present  Credit  Agreement  requires the borrowers to maintain  certain
financial ratios, which are changed in a number of respects from those contained
in the Prior Credit Agreement.  The Present Credit  Agreement,  as did the Prior
Credit Agreement, also contains other customary covenants and restrictions,  the
most  significant  of which limit the ability of the borrowers to declare or pay
dividends or make other  distributions  to the Company,  limit the annual amount
borrowers  may incur for capital  expenditures  and other  purposes,  and impose
certain minimum EBITDA requirements on the borrowers.

                                      -2-


Item 2.02  Results of Operations and Financial Condition.

     On July 14, 2009,  AMREP  Corporation  issued a press release that reported
its results of operations for the three and twelve month periods ended April 30,
2009. The press release is being  furnished with this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated herein by reference.

     The  information  in this  Item  2.02 of this  Form  8-K and  Exhibit  99.1
attached  hereto  shall not be deemed  "filed" for purposes of Section 18 of the
Securities  Exchange  Act of  1934,  nor  shall  it be  deemed  incorporated  by
reference in any filing  under the  Securities  Act of 1933,  except as shall be
expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 Exhibit No.                                 Description
 -----------                                 -----------

    10.1       Third Amended and Restated Loan and Security  Agreement  dated as
               of July 13, 2009, by and among Kable Media Services,  Inc., Kable
               News Company, Inc., Kable Distribution Services, Inc., Kable News
               International, Inc., Kable Fulfillment Services, Inc., Palm Coast
               Data Holdco,  Inc., Palm Coast Data LLC, Kable Product  Services,
               Inc., Kable Specialty  Packaging Services LLC, and Kable Staffing
               Resources  LLC and Bank of America,  N.A., as successor by merger
               with LaSalle Bank National Association.

    99.1       Press Release, dated July 14, 2009, issued by AMREP Corporation.

                                   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
                                          ------------------------------------
                                             (Registrant)

                                          By:   /s/ Peter M. Pizza
                                              --------------------------------
                                              Peter M. Pizza, Vice President
Date:  July 16, 2009



                                      -3-



                                  EXHIBIT INDEX


 Exhibit No.                              Description
 -----------                              -----------

    10.1       Third Amended and Restated Loan and Security  Agreement  dated as
               of July 13, 2009, by and among Kable Media Services,  Inc., Kable
               News Company, Inc., Kable Distribution Services, Inc., Kable News
               International, Inc., Kable Fulfillment Services, Inc., Palm Coast
               Data Holdco,  Inc., Palm Coast Data LLC, Kable Product  Services,
               Inc., Kable Specialty  Packaging Services LLC, and Kable Staffing
               Resources  LLC and Bank of America,  N.A., as successor by merger
               with LaSalle Bank National Association.

    99.1       Press Release, dated July 14, 2009, issued by AMREP Corporation.



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