As filed with the Securities and Exchange Commission on March 16, 2007
                                                          Registration No. 333-


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                AMREP CORPORATION
               (Exact name of issuer as specified in its charter)

           OKLAHOMA                                        59-0936128
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
                          300 Alexander Park, Suite 204
                           Princeton, New Jersey 08540
                    (Address of principal executive offices)

                 AMREP Corporation 2006 Equity Compensation Plan
                            (Full title of the plan)

                                 PETER M. PIZZA
                   Vice President and Chief Financial Officer
                                AMREP Corporation
                          300 Alexander Park, Suite 204
                           Princeton, New Jersey 08540
                     (Name and address of agent for service)

                                 (609) 716-8200
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             IRVING NEEDLEMAN, ESQ.
                       Vice President and General Counsel
                                AMREP Corporation
                          300 Alexander Park, Suite 204
                           Princeton, New Jersey 08540

                         CALCULATION OF REGISTRATION FEE
<TABLE>
  <S>                                            <C>              <C>              <C>            <C>

  ============================================================================================================================
                                                                                     Proposed
                                                                    Proposed         Maximum
                                                                    Maximum         Aggregate
     Title of Each Class of Securities to be     Amount to be    Offering Price   Offering Price  Amount of Registration Fee
                   Registered                   Registered (1)   Per Share (2)         (2)                    (3)
  ----------------------------------------------------------------------------------------------------------------------------
   Common Stock, par value $0.10 per share       400,000 shs.       $90.895        $36,358,000             $1116.20
  ============================================================================================================================
</TABLE>


(1)  This  registration  statement  covers  shares  of  common  stock  of  AMREP
     Corporation  (the   "Registrant")  to  be  issued  pursuant  to  the  AMREP
     Corporation  2006  Equity  Compensation  Plan (the  "Plan").  In  addition,
     pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this registration statement also covers an indeterminate
     number of shares of common  stock  that may be issued  upon  stock  splits,
     stock  dividends  or  similar  transactions  in  accordance  with  Rule 416
     promulgated under the Securities Act.
(2)  The maximum offering price has been calculated  pursuant to Rule 457(h) and
     (c) under the Securities  Act,  solely for the purpose of  calculating  the
     registration  fee, based upon the average of the high and low prices of the
     Registrant's  common  stock as reported  on the New York Stock  Exchange on
     March 9, 2007.
(3)  Calculated  pursuant to Section 6(b) of the  Securities Act and Rule 457(h)
     of the Securities and Exchange  Commission (the  "Commission")  promulgated
     under the Securities Act.


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *The documents containing the information  specified in this Part I of Form
S-8 (plan  information  and  registrant  information  and  employee  plan annual
information)  will be sent or given to employees  and  directors as specified by
Rule 428(b)(1)  under the Securities  Act. Such documents need not be filed with
the Commission either as part of this registration  statement or as prospectuses
or  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in this registration  statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  as filed by the Registrant  with the Commission,
are  incorporated  by reference in this  registration  statement and made a part
hereof:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          April 30, 2006;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          July 31, 2006 and October 31, 2006;

     (c)  The   Registrant's   Current   Reports  on  Form  8-K  (excluding  any
          information  therein furnished to the Commission pursuant to Item 2.02
          thereof)  filed May 24,  2006,  June 29,  2006,  September  14,  2006,
          September 21, 2006,  September 25, 2006, October 24, 2006, October 31,
          2006,  November 9, 2006,  November 21, 2006, December 7, 2006, January
          12,  2007,  and  January 19, 2007 and  Amendment No. 1 thereto on Form
          8-K/A filed March 15, 2007.

     (d)  The description of the Common Stock of the Registrant contained in the
          registration  statement on Form 8-B under the Securities  Exchange Act
          of 1934, as amended (the "Exchange  Act"),  filed by the Registrant on
          December 10, 1987 and any amendment or report filed for the purpose of
          updating such description.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated  by reference  herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document,  all or a portion of which is incorporated by reference herein,  shall
be deemed  to be  modified  or  superseded  for  purposes  of this  registration
statement to the extent that a statement  contained or incorporated by reference
herein  modifies or  supersedes  such  statement.  Any  statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

<PAGE>

Item 4.  Description of Securities.


Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section  1006(B)(7)  of the  Oklahoma  General  Corporation  Act  allows  a
corporation  to  eliminate  or limit the  personal  liability  of directors of a
corporation or its shareholders for monetary damages for a breach of a fiduciary
duty as a director,  except where the  director  breached his duty of loyalty to
the  corporation or its  shareholders,  failed to act in good faith,  engaged in
intentional  misconduct or knowingly violated a law, authorized the payment of a
dividend,  or approved a stock repurchase or redemption in violation of Oklahoma
corporate law or obtained an improper personal benefit.

     Section 1031 of the  Oklahoma  General  Corporation  Act allows an Oklahoma
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative, or investigative (other than an action
by or in the right of such  corporation)  by reason of the fact that such person
is or was a director,  officer, employee or agent of such corporation,  or is or
was serving at the request of such corporation as a director, officer, employee,
or agent of another  corporation,  partnership,  joint venture,  trust, or other
enterprise.  The indemnity may include  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection  with such action,  suit, or  proceeding,  provided
that such  person  acted in good faith and in a manner  such  person  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe  such  person's  conduct  was  unlawful.  An  Oklahoma  corporation  may
indemnify directors,  officers,  employees, and other agents of such corporation
in an action by or in the right of a  corporation  under the same  conditions as
described  above  against  expenses  (including  attorneys'  fees)  actually and
reasonably  incurred by the person in connection with the defense and settlement
of such action or suit,  except that no  indemnification  is  permitted  without
judicial approval if the person to be indemnified has been adjudged to be liable
to the  corporation.  Where a  present  or former  director  or  officer  of the
corporation  is  successful  on the merits or  otherwise  in the  defense of any
action,  suit or proceeding referred to above or in defense of any claim, issue,
or matter  therein,  the  corporation  must  indemnify  such person  against the
expenses  (including  attorneys'  fees) that he or she actually  and  reasonably
incurred in connection therewith.

     Our amended  Certificate of  Incorporation  provides that none of directors
shall have be  personally  liability to us or to our  shareholders  for monetary
damages  for breach of  fiduciary  duty as a director  except to the extent that
Section  1006(B)(7)  (or  any  successor  provision)  of  the  Oklahoma  General
Corporation  Act,  as amended  from time to time,  expressly  provides  that the
liability  of  a  director  may  not  be  eliminated  or  limited.  Our  amended
Certificate of Incorporation  also provides for the  indemnification  of each of
our directors  and senior  officers for third party actions and actions by or on
our behalf that mirror Section 1031 of the Oklahoma General Corporation Act. Our
amended  Certificate  of  Incorporation  also  provides that we may also provide


                                       2
<PAGE>

indemnification  for our officers,  employees and agents consistent with Section
1031 of the Oklahoma General Corporation Act.

     We maintain  directors'  and  officers'  liability  insurance to insure our
officers and directors against certain liabilities.


Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

The  following  is a list  of  exhibits  filed  as  part  of  this  registration
statement.

      Exhibit
      Number                            Description
      -------                           -----------
      4.1.1    Certificate  of  Incorporation  of  the  Registrant,  as  amended
               (Incorporated  by reference to Exhibit  (3)(a)(i) to Registrant's
               Annual  Report on Form 10-K for the fiscal  year ended  April 30,
               1998.)
      4.1.2    Certificate  of Merger  (Incorporated  by  reference  to  Exhibit
               (3)(a)(ii)  to  Registrant's  Annual  Report on Form 10-K for the
               fiscal year ended April 30, 1998.)
      4.1.3    Amended   Certificate   of   Incorporation   of  the   Registrant
               (Incorporated  by reference to Exhibit  3(a)(iii) to Registrant's
               Quarterly  Report on Form 10-Q for the quarter  ended October 31,
               2006.)
      4.2      By-Laws  of the  Registrant,  as amended to  September  20,  2006
               (Incorporated  by  reference  to Exhibit  (3)(b) to  Registrant's
               Quarterly  Report on Form 10-Q for the quarter  ended October 31,
               2006.)
      4.3      AMREP Corporation 2006 Equity  Compensation Plan (Incorporated by
               reference to Appendix B to the Proxy  Statement of the Registrant
               included in its Schedule 14A filed August 14, 2006.)
      5.1      Opinion of Crowe & Dunlevy a Professional Corporation.
      23.1     Consent of McGladrey & Pullen, LLP
      23.2     Consent of KPMG LLP
      23.3     Consent of Crowe & Dunlevy a Professional  Corporation (contained
               in the opinion of counsel filed as Exhibit 5.1.)
      24.1     Power of Attorney.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act;

                                       3
<PAGE>

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  registration  statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if this
registration  statement  is on Form  S-8,  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
reports filed with or furnished to the Commission by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for the purpose of determining liability under the Securities Act
to any purchaser:

          (i) If the Registrant is relying on Rule 430B:

               (A)  Each  prospectus   filed  by  the  Registrant   pursuant  to
          Rule 424(b)(3)  shall  be  deemed  to be  part  of  this  registration
          statement as of the date the filed  prospectus  was deemed part of and
          included in this registration statement; and

               (B)  Each  prospectus  required  to be  filed  pursuant  to  Rule
          424(b)(2),  (b)(5) or (b)(7) as part of this registration statement or
          in reliance on Rule 430B relating to an offering made pursuant to Rule
          415(a)(1)(i),   (vii),   or  (x) for  the  purpose  of  providing  the
          information  required by Section 10(a) of the  Securities Act shall be
          deemed to be part of and included in this registration statement as of
          the  earlier of the date such form of  prospectus  is first used after
          effectiveness  or the date of the first contract of sale of securities
          in the offering described in the prospectus. As provided in Rule 430B,
          for  liability  purposes  of the issuer and any person that is at that
          date an  underwriter,  such date shall be deemed to be a new effective
          date of this registration statement relating to the securities in this
          registration  statement  to which  that  prospectus  relates,  and the
          offering  of such  securities  at that time  shall be deemed to be the
          initial  bona  fide  offering  thereof.  Provided,  however,  that  no
          statement made in this  registration  statement or prospectus  that is
          part of this registration statement or made in a document incorporated
          or deemed  incorporated by reference into this registration  statement


                                       4
<PAGE>

          or prospectus that is part of this registration  statement will, as to
          a purchaser  with a time of  contract of sale prior to such  effective
          date,  supersede  or  modify  any  statement  that  was  made  in this
          registration   statement   or   prospectus   that  was  part  of  this
          registration  statement or made in any such document immediately prior
          to such effective date; or

          (ii) If the Registrant is subject to Rule 430C, each prospectus  filed
     pursuant to Rule 424(b) as part of a registration  statement relating to an
     offering,  other than registration statements relying on Rule 430B or other
     than  prospectuses  filed in reliance on  Rule 430A,  shall be deemed to be
     part of and  included in this  registration  statement as of the date it is
     first used after effectiveness.  Provided,  however, that no statement made
     in  this  registration  statement  or  prospectus  that  is  part  of  this
     registration  statement  or  made  in a  document  incorporated  or  deemed
     incorporated  by reference into this  registration  statement or prospectus
     that is part of this registration  statement will, as to a purchaser with a
     time of contract of sale prior to such first use,  supersede  or modify any
     statement that was made in this  registration  statement or prospectus that
     was  part of this  registration  statement  or  made in any  such  document
     immediately prior to such date of first use.

     (5) That, for the purpose of determining  liability of the Registrant under
the  Securities  Act  to  any  purchaser  in  the  initial  distribution  of the
securities:

     The  undersigned  Registrant  undertakes  that  in a  primary  offering  of
securities  of  the  undersigned   Registrant   pursuant  to  this  registration
statement,  regardless of the underwriting method used to sell the securities to
the purchaser,  if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned  Registrant will be a
seller to the purchaser and will be considered to offer or sell such  securities
to such purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of the  undersigned
     Registrant  relating to the offering  required to be filed pursuant to Rule
     424;

          (ii) Any free writing prospectus  relating to the offering prepared by
     or on behalf of the  undersigned  Registrant  or used or referred to by the
     undersigned Registrant;

          (iii) The portion of any other free writing prospectus relating to the
     offering containing material  information about the undersigned  Registrant
     or its securities  provided by or on behalf of the undersigned  Registrant;
     and

          (iv) Any other  communication that is an offer in the offering made by
     the undersigned Registrant to the purchaser.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the Exchange  Act) that is  incorporated  by reference in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification


                                       5
<PAGE>

against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.




                                       6
<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Princeton, New Jersey on March 16, 2007.


                                          AMREP CORPORATION

                                          By: /s/ Peter M. Pizza
                                              ----------------------------------
                                              Peter M. Pizza
                                              Vice President and Chief Financial
                                              Officer


     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement  has been  signed  below by the  following  persons in the  capacities
indicated on March 16, 2007.

/s/ Peter M. Pizza (2)                       /s/ Albert V. Russo (1)
-----------------------------------------    -----------------------------------
Peter M. Pizza                               Albert V. Russo
Vice President and Chief Financial Officer   Director
Principal Financial Officer
and Principal Accounting Officer

/s/ Edward B. Cloues, II (1)                 /s/ Samuel N. Seidman (1)
-----------------------------------------    -----------------------------------
Edward B. Cloues, II                         Samuel A. Seidman
Director                                     Director

/s/ Lonnie A. Coombs (1)                     /s/ James Wall (1) (2)
-----------------------------------------    -----------------------------------
Lonnie A. Coombs                             James Wall
Director                                     Director and Senior Vice
                                             President of the Company

/s/ Elmer F. Hansen, Jr. (1)                 /s/ Michael P. Duloc (1) (2)
-----------------------------------------    -----------------------------------
Elmer F. Hansen, Jr.                         Michael P. Duloc
Director                                     President of Kable Media
                                             Services, Inc.

/s/ Nicholas G. Karabots (1)
-----------------------------------------
Nicholas G. Karabots
Director

-----------------
(1)  By:     /s/ Peter M. Pizza
         --------------------------------
         Peter M. Pizza, Attorney-in-Fact

(2)  The  Registrant is a holding  company which does  substantially  all of its
     business through two wholly-owned  subsidiaries  (and their  subsidiaries).
     Those wholly-owned  subsidiaries are AMREP Southwest Inc. ("ASW") and Kable
     Media  Services,  Inc.  ("Kable").  James Wall is the  principal  executive
     officer of ASW, and Michael P. Duloc is the principal  executive officer of
     Kable.  The  Registrant  has no  chief  executive  officer.  Its  executive
     officers include James Wall, Senior Vice President and Peter M. Pizza, Vice
     President and Chief  Financial  Officer,  and Michael P. Duloc,  who may be
     deemed an executive officer by reason of his position with Kable.

<PAGE>


                                AMREP CORPORATION
                                  EXHIBIT INDEX

      Exhibit
      Number                            Description
      -------                           -----------

      4.1.1    Certificate  of  Incorporation  of  the  Registrant,  as  amended
               (Incorporated  by reference to Exhibit  (3)(a)(i) to Registrant's
               Annual  Report on Form 10-K for the fiscal  year ended  April 30,
               1998.)
      4.1.2    Certificate  of Merger  (Incorporated  by  reference  to  Exhibit
               (3)(a)(ii)  to  Registrant's  Annual  Report on Form 10-K for the
               fiscal year ended April 30, 1998.)
      4.1.3    Amended   Certificate   of   Incorporation   of  the   Registrant
               (Incorporated  by reference to Exhibit  3(a)(iii) to Registrant's
               Quarterly  Report on Form 10-Q for the quarter  ended October 31,
               2006.)
      4.2      By-Laws  of the  Registrant,  as amended to  September  20,  2006
               (Incorporated  by  reference  to Exhibit  (3)(b) to  Registrant's
               Quarterly  Report on Form 10-Q for the quarter  ended October 31,
               2006.)
      4.3      AMREP Corporation 2006 Equity  Compensation Plan (Incorporated by
               reference to Appendix B to the Proxy  Statement of the Registrant
               included in its Schedule 14A filed August 14, 2006.)
      5.1      Opinion of Crowe & Dunlevy a Professional Corporation.
      23.1     Consent of McGladrey & Pullen, LLP
      23.2     Consent of KPMG LLP
      23.3     Consent of Crowe & Dunlevy a Professional  Corporation (contained
               in the opinion of counsel filed as Exhibit 5.1.)
      24.1     Power of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "axrs8031107.txt", "secsgml_size_bytes": 27947}]
{"company-data": {"conformed-name": "AMREP CORP.", "cik": "0000006207", "assigned-sic": "7389", "irs-number": "590936128", "state-of-incorporation": "OK", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-141344", "film-number": "07698942"}, "business-address": {"street1": "300 ALEXANDER PARK", "street2": "SUITE 204", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "(609) 716-8200"}, "mail-address": {"street1": "300 ALEXANDER PARK", "street2": "SUITE 204", "city": "PRINCETON", "state": "NJ", "zip": "08540"}, "former-company": [{"former-conformed-name": "AMREP CORP", "date-changed": "19920703"}, {"former-conformed-name": "AMERICAN REALTY & PETROLEUM CORP", "date-changed": "19671019"}]}
As filed with the Securities and Exchange Commission on March 16, 2007
                                                          Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                AMREP CORPORATION
               (Exact name of issuer as specified in its charter)

           OKLAHOMA                                        59-0936128
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
                          300 Alexander Park, Suite 204
                           Princeton, New Jersey 08540
                    (Address of principal executive offices)

                 AMREP Corporation 2006 Equity Compensation Plan
                            (Full title of the plan)

                                 PETER M. PIZZA
                   Vice President and Chief Financial Officer
                                AMREP Corporation
                          300 Alexander Park, Suite 204
                           Princeton, New Jersey 08540
                     (Name and address of agent for service)

                                 (609) 716-8200
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             IRVING NEEDLEMAN, ESQ.
                       Vice President and General Counsel
                                AMREP Corporation
                          300 Alexander Park, Suite 204
                           Princeton, New Jersey 08540

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                                     Proposed
                                                                    Proposed         Maximum
                                                                    Maximum         Aggregate
     Title of Each Class of Securities to be     Amount to be    Offering Price   Offering Price  Amount of Registration Fee
                   Registered                   Registered (1)   Per Share (2)         (2)                    (3)
  ----------------------------------------------------------------------------------------------------------------------------
   Common Stock, par value $0.10 per share       400,000 shs.       $90.895        $36,358,000             $1116.20
  ============================================================================================================================
(1)  This  registration  statement  covers  shares  of  common  stock  of  AMREP
     Corporation  (the   "Registrant")  to  be  issued  pursuant  to  the  AMREP
     Corporation  2006  Equity  Compensation  Plan (the  "Plan").  In  addition,
     pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this registration statement also covers an indeterminate
     number of shares of common  stock  that may be issued  upon  stock  splits,
     stock  dividends  or  similar  transactions  in  accordance  with  Rule 416
     promulgated under the Securities Act.
(2)  The maximum offering price has been calculated  pursuant to Rule 457(h) and
     (c) under the Securities  Act,  solely for the purpose of  calculating  the
     registration  fee, based upon the average of the high and low prices of the
     Registrant's  common  stock as reported  on the New York Stock  Exchange on
     March 9, 2007.
(3)  Calculated  pursuant to Section 6(b) of the  Securities Act and Rule 457(h)
     of the Securities and Exchange  Commission (the  "Commission")  promulgated
     under the Securities Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *The documents containing the information  specified in this Part I of Form
S-8 (plan  information  and  registrant  information  and  employee  plan annual
information)  will be sent or given to employees  and  directors as specified by
Rule 428(b)(1)  under the Securities  Act. Such documents need not be filed with
the Commission either as part of this registration  statement or as prospectuses
or  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in this registration  statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  as filed by the Registrant  with the Commission,
are  incorporated  by reference in this  registration  statement and made a part
hereof:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          April 30, 2006;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          July 31, 2006 and October 31, 2006;

     (c)  The   Registrant's   Current   Reports  on  Form  8-K  (excluding  any
          information  therein furnished to the Commission pursuant to Item 2.02
          thereof)  filed May 24,  2006,  June 29,  2006,  September  14,  2006,
          September 21, 2006,  September 25, 2006, October 24, 2006, October 31,
          2006,  November 9, 2006,  November 21, 2006, December 7, 2006, January
          12,  2007,  and  January 19, 2007 and  Amendment No. 1 thereto on Form
          8-K/A filed March 15, 2007.

     (d)  The description of the Common Stock of the Registrant contained in the
          registration  statement on Form 8-B under the Securities  Exchange Act
          of 1934, as amended (the "Exchange  Act"),  filed by the Registrant on
          December 10, 1987 and any amendment or report filed for the purpose of
          updating such description.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated  by reference  herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document,  all or a portion of which is incorporated by reference herein,  shall
be deemed  to be  modified  or  superseded  for  purposes  of this  registration
statement to the extent that a statement  contained or incorporated by reference
herein  modifies or  supersedes  such  statement.  Any  statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.
Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section  1006(B)(7)  of the  Oklahoma  General  Corporation  Act  allows  a
corporation  to  eliminate  or limit the  personal  liability  of directors of a
corporation or its shareholders for monetary damages for a breach of a fiduciary
duty as a director,  except where the  director  breached his duty of loyalty to
the  corporation or its  shareholders,  failed to act in good faith,  engaged in
intentional  misconduct or knowingly violated a law, authorized the payment of a
dividend,  or approved a stock repurchase or redemption in violation of Oklahoma
corporate law or obtained an improper personal benefit.

     Section 1031 of the  Oklahoma  General  Corporation  Act allows an Oklahoma
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative, or investigative (other than an action
by or in the right of such  corporation)  by reason of the fact that such person
is or was a director,  officer, employee or agent of such corporation,  or is or
was serving at the request of such corporation as a director, officer, employee,
or agent of another  corporation,  partnership,  joint venture,  trust, or other
enterprise.  The indemnity may include  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection  with such action,  suit, or  proceeding,  provided
that such  person  acted in good faith and in a manner  such  person  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe  such  person's  conduct  was  unlawful.  An  Oklahoma  corporation  may
indemnify directors,  officers,  employees, and other agents of such corporation
in an action by or in the right of a  corporation  under the same  conditions as
described  above  against  expenses  (including  attorneys'  fees)  actually and
reasonably  incurred by the person in connection with the defense and settlement
of such action or suit,  except that no  indemnification  is  permitted  without
judicial approval if the person to be indemnified has been adjudged to be liable
to the  corporation.  Where a  present  or former  director  or  officer  of the
corporation  is  successful  on the merits or  otherwise  in the  defense of any
action,  suit or proceeding referred to above or in defense of any claim, issue,
or matter  therein,  the  corporation  must  indemnify  such person  against the
expenses  (including  attorneys'  fees) that he or she actually  and  reasonably
incurred in connection therewith.

     Our amended  Certificate of  Incorporation  provides that none of directors
shall have be  personally  liability to us or to our  shareholders  for monetary
damages  for breach of  fiduciary  duty as a director  except to the extent that
Section  1006(B)(7)  (or  any  successor  provision)  of  the  Oklahoma  General
Corporation  Act,  as amended  from time to time,  expressly  provides  that the
liability  of  a  director  may  not  be  eliminated  or  limited.  Our  amended
Certificate of Incorporation  also provides for the  indemnification  of each of
our directors  and senior  officers for third party actions and actions by or on
our behalf that mirror Section 1031 of the Oklahoma General Corporation Act. Our
amended  Certificate  of  Incorporation  also  provides that we may also provide

                                       2
indemnification  for our officers,  employees and agents consistent with Section
1031 of the Oklahoma General Corporation Act.

     We maintain  directors'  and  officers'  liability  insurance to insure our
officers and directors against certain liabilities.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

The  following  is a list  of  exhibits  filed  as  part  of  this  registration
statement.

      Exhibit
      Number                            Description
      -------                           -----------
      4.1.1    Certificate  of  Incorporation  of  the  Registrant,  as  amended
               (Incorporated  by reference to Exhibit  (3)(a)(i) to Registrant's
               Annual  Report on Form 10-K for the fiscal  year ended  April 30,
               1998.)
      4.1.2    Certificate  of Merger  (Incorporated  by  reference  to  Exhibit
               (3)(a)(ii)  to  Registrant's  Annual  Report on Form 10-K for the
               fiscal year ended April 30, 1998.)
      4.1.3    Amended   Certificate   of   Incorporation   of  the   Registrant
               (Incorporated  by reference to Exhibit  3(a)(iii) to Registrant's
               Quarterly  Report on Form 10-Q for the quarter  ended October 31,
               2006.)
      4.2      By-Laws  of the  Registrant,  as amended to  September  20,  2006
               (Incorporated  by  reference  to Exhibit  (3)(b) to  Registrant's
               Quarterly  Report on Form 10-Q for the quarter  ended October 31,
               2006.)
      4.3      AMREP Corporation 2006 Equity  Compensation Plan (Incorporated by
               reference to Appendix B to the Proxy  Statement of the Registrant
               included in its Schedule 14A filed August 14, 2006.)
      5.1      Opinion of Crowe & Dunlevy a Professional Corporation.
      23.1     Consent of McGladrey & Pullen, LLP
      23.2     Consent of KPMG LLP
      23.3     Consent of Crowe & Dunlevy a Professional  Corporation (contained
               in the opinion of counsel filed as Exhibit 5.1.)
      24.1     Power of Attorney.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act;

                                       3
(ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  registration  statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if this
registration  statement  is on Form  S-8,  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
reports filed with or furnished to the Commission by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for the purpose of determining liability under the Securities Act
to any purchaser:

          (i) If the Registrant is relying on Rule 430B:

               (A)  Each  prospectus   filed  by  the  Registrant   pursuant  to
          Rule 424(b)(3)  shall  be  deemed  to be  part  of  this  registration
          statement as of the date the filed  prospectus  was deemed part of and
          included in this registration statement; and

               (B)  Each  prospectus  required  to be  filed  pursuant  to  Rule
          424(b)(2),  (b)(5) or (b)(7) as part of this registration statement or
          in reliance on Rule 430B relating to an offering made pursuant to Rule
          415(a)(1)(i),   (vii),   or  (x) for  the  purpose  of  providing  the
          information  required by Section 10(a) of the  Securities Act shall be
          deemed to be part of and included in this registration statement as of
          the  earlier of the date such form of  prospectus  is first used after
          effectiveness  or the date of the first contract of sale of securities
          in the offering described in the prospectus. As provided in Rule 430B,
          for  liability  purposes  of the issuer and any person that is at that
          date an  underwriter,  such date shall be deemed to be a new effective
          date of this registration statement relating to the securities in this
          registration  statement  to which  that  prospectus  relates,  and the
          offering  of such  securities  at that time  shall be deemed to be the
          initial  bona  fide  offering  thereof.  Provided,  however,  that  no
          statement made in this  registration  statement or prospectus  that is
          part of this registration statement or made in a document incorporated
          or deemed  incorporated by reference into this registration  statement

                                       4
or prospectus that is part of this registration  statement will, as to
          a purchaser  with a time of  contract of sale prior to such  effective
          date,  supersede  or  modify  any  statement  that  was  made  in this
          registration   statement   or   prospectus   that  was  part  of  this
          registration  statement or made in any such document immediately prior
          to such effective date; or

          (ii) If the Registrant is subject to Rule 430C, each prospectus  filed
     pursuant to Rule 424(b) as part of a registration  statement relating to an
     offering,  other than registration statements relying on Rule 430B or other
     than  prospectuses  filed in reliance on  Rule 430A,  shall be deemed to be
     part of and  included in this  registration  statement as of the date it is
     first used after effectiveness.  Provided,  however, that no statement made
     in  this  registration  statement  or  prospectus  that  is  part  of  this
     registration  statement  or  made  in a  document  incorporated  or  deemed
     incorporated  by reference into this  registration  statement or prospectus
     that is part of this registration  statement will, as to a purchaser with a
     time of contract of sale prior to such first use,  supersede  or modify any
     statement that was made in this  registration  statement or prospectus that
     was  part of this  registration  statement  or  made in any  such  document
     immediately prior to such date of first use.

     (5) That, for the purpose of determining  liability of the Registrant under
the  Securities  Act  to  any  purchaser  in  the  initial  distribution  of the
securities:

     The  undersigned  Registrant  undertakes  that  in a  primary  offering  of
securities  of  the  undersigned   Registrant   pursuant  to  this  registration
statement,  regardless of the underwriting method used to sell the securities to
the purchaser,  if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned  Registrant will be a
seller to the purchaser and will be considered to offer or sell such  securities
to such purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of the  undersigned
     Registrant  relating to the offering  required to be filed pursuant to Rule
     424;

          (ii) Any free writing prospectus  relating to the offering prepared by
     or on behalf of the  undersigned  Registrant  or used or referred to by the
     undersigned Registrant;

          (iii) The portion of any other free writing prospectus relating to the
     offering containing material  information about the undersigned  Registrant
     or its securities  provided by or on behalf of the undersigned  Registrant;
     and

          (iv) Any other  communication that is an offer in the offering made by
     the undersigned Registrant to the purchaser.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the Exchange  Act) that is  incorporated  by reference in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification

                                       5
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       6
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Princeton, New Jersey on March 16, 2007.

                                          AMREP CORPORATION

                                          By: /s/ Peter M. Pizza
                                              ----------------------------------
                                              Peter M. Pizza
                                              Vice President and Chief Financial
                                              Officer

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement  has been  signed  below by the  following  persons in the  capacities
indicated on March 16, 2007.

/s/ Peter M. Pizza (2)                       /s/ Albert V. Russo (1)
-----------------------------------------    -----------------------------------
Peter M. Pizza                               Albert V. Russo
Vice President and Chief Financial Officer   Director
Principal Financial Officer
and Principal Accounting Officer

/s/ Edward B. Cloues, II (1)                 /s/ Samuel N. Seidman (1)
-----------------------------------------    -----------------------------------
Edward B. Cloues, II                         Samuel A. Seidman
Director                                     Director

/s/ Lonnie A. Coombs (1)                     /s/ James Wall (1) (2)
-----------------------------------------    -----------------------------------
Lonnie A. Coombs                             James Wall
Director                                     Director and Senior Vice
                                             President of the Company

/s/ Elmer F. Hansen, Jr. (1)                 /s/ Michael P. Duloc (1) (2)
-----------------------------------------    -----------------------------------
Elmer F. Hansen, Jr.                         Michael P. Duloc
Director                                     President of Kable Media
                                             Services, Inc.

/s/ Nicholas G. Karabots (1)
-----------------------------------------
Nicholas G. Karabots
Director

-----------------
(1)  By:     /s/ Peter M. Pizza
         --------------------------------
         Peter M. Pizza, Attorney-in-Fact

(2)  The  Registrant is a holding  company which does  substantially  all of its
     business through two wholly-owned  subsidiaries  (and their  subsidiaries).
     Those wholly-owned  subsidiaries are AMREP Southwest Inc. ("ASW") and Kable
     Media  Services,  Inc.  ("Kable").  James Wall is the  principal  executive
     officer of ASW, and Michael P. Duloc is the principal  executive officer of
     Kable.  The  Registrant  has no  chief  executive  officer.  Its  executive
     officers include James Wall, Senior Vice President and Peter M. Pizza, Vice
     President and Chief  Financial  Officer,  and Michael P. Duloc,  who may be
     deemed an executive officer by reason of his position with Kable.
AMREP CORPORATION
                                  EXHIBIT INDEX

      Exhibit
      Number                            Description
      -------                           -----------

      4.1.1    Certificate  of  Incorporation  of  the  Registrant,  as  amended
               (Incorporated  by reference to Exhibit  (3)(a)(i) to Registrant's
               Annual  Report on Form 10-K for the fiscal  year ended  April 30,
               1998.)
      4.1.2    Certificate  of Merger  (Incorporated  by  reference  to  Exhibit
               (3)(a)(ii)  to  Registrant's  Annual  Report on Form 10-K for the
               fiscal year ended April 30, 1998.)
      4.1.3    Amended   Certificate   of   Incorporation   of  the   Registrant
               (Incorporated  by reference to Exhibit  3(a)(iii) to Registrant's
               Quarterly  Report on Form 10-Q for the quarter  ended October 31,
               2006.)
      4.2      By-Laws  of the  Registrant,  as amended to  September  20,  2006
               (Incorporated  by  reference  to Exhibit  (3)(b) to  Registrant's
               Quarterly  Report on Form 10-Q for the quarter  ended October 31,
               2006.)
      4.3      AMREP Corporation 2006 Equity  Compensation Plan (Incorporated by
               reference to Appendix B to the Proxy  Statement of the Registrant
               included in its Schedule 14A filed August 14, 2006.)
      5.1      Opinion of Crowe & Dunlevy a Professional Corporation.
      23.1     Consent of McGladrey & Pullen, LLP
      23.2     Consent of KPMG LLP
      23.3     Consent of Crowe & Dunlevy a Professional  Corporation (contained
               in the opinion of counsel filed as Exhibit 5.1.)
      24.1     Power of Attorney.