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):       February 1, 2008
                                                   -----------------------------

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

Oklahoma                          1-4702                  59-0936128
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(State or Other Jurisdiction      (Commission File        (IRS Employer
of 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.

     As reported in Item 2.03 of this Current  Report,  on February 1, 2008, the
Registrant's subsidiaries comprising its Kable Media Services group entered into
a First  Modification to Loan Documents dated as of January 18, 2008 (the "First
Modification"),  to the Second Amended and Restated Loan and Security  Agreement
dated as of January 16, 2007 (the  "Existing  Credit  Agreement"),  with LaSalle
Bank  National  Association.  A copy of the First  Modification  is  included as
Exhibit 10.1 to this Current Report on Form 8-K, and such Exhibit as well as the
description  of the First  Modification  included  in Item 2.03 of this  Current
Report are incorporated into this Item 1.01 by reference.

Item 2.03. Creation of a Direct  Financial  Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

     On January 16, 2007,  the  Registrant's  subsidiaries  comprising its Kable
Media  Services  group  entered  into  the  Existing  Credit   Agreement.   This
transaction  was reported by the  Registrant  in its Current  Report on Form 8-K
filed January 19, 2007 to which reference is made for a description of the terms
of the Existing Credit Agreement.

     On February 1, 2008, the parties entered into the First Modification.

     The First  Modification  modifies the Existing Credit Agreement and related
loan  documents,  among other things,  by (a)  increasing the amount that may be
borrowed  for  capital  expenditures  from $1.5  million  to $4.5  million,  (b)
according  to the  borrowers  the  right to  reborrow  the  amounts  of  capital
expenditure loans that have been repaid,  (c) permitting the borrowers to select
as the interest rate for any capital  expenditure loan (i) a floating rate equal
to reserve  adjusted  LIBOR,  or (ii) a fixed rate based on the lender's cost of
funds,  plus,  in either case, a margin  established  quarterly of from 1.5 % to
2.5%  depending  on the  borrowers'  funded  debt to  EBITDA  ratio,  or (iii) a
floating  rate equal to the  lender's  prime rate,  and (d) adds Kable  Products
Services,  Inc., a recently  organized member of the Kable Media Services group,
as a borrower.

     A copy of the  First  Modification  is  included  as  Exhibit  10.1 to this
Current Report on Form 8-K, and such Exhibit is incorporated into this Item 2.03
by reference and any description of the First  Modification in this Item 2.03 is
qualified by such reference.

Item 9.01. Financial Statements and Exhibits.

 (c)  Exhibits.

      Exhibit 10.1. First Modification to Loan Documents dated as of January 18,
                    2008,  modifying  the Second  Amended and Restated  Loan and
                    Security  Agreement dated as of January 16, 2007 among Kable
                    News Company, Inc., Kable Distribution Services, Inc., Kable
                    News Export,  Ltd.,  Kable News  International,  Inc., Kable
                    Fulfillment  Services,  Inc., Kable Fulfillment  Services of
                    Ohio, Inc., Palm Coast Data Holdco, Inc. and Palm Coast Data
                    LLC, and LaSalle Bank National  Association and related loan
                    documents.


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

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

Date:  February 5, 2008
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                                  EXHIBIT INDEX

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

         10.1       First Modification to Loan Documents dated as of January 18,
                    2008,   modifying  Second  Amended  and  Restated  Loan  and
                    Security  Agreement dated as of January 16, 2007 among Kable
                    News Company, Inc., Kable Distribution Services, Inc., Kable
                    News Export,  Ltd.,  Kable News  International,  Inc., Kable
                    Fulfillment  Services,  Inc., Kable Fulfillment  Services of
                    Ohio, Inc., Palm Coast Data Holdco, Inc. and Palm Coast Data
                    LLC, and LaSalle Bank National  Association and related loan
                    documents.


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