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):  September 14, 2007
                                                  ------------------------------

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

     Reference is made to the Loan  Agreement  dated January 8, 2007 and related
Promissory  Note  (Revolving  Line  of  Credit)  dated  September  18,  2006  of
Registrant's subsidiary,  AMREP Southwest Inc. (the "Credit Facility"), reported
in the Current  Report on Form 8-K filed by the  Registrant on January 12, 2007.
On September 14, 2007, effective September 17, 2007, the Credit Facility,  which
had been scheduled to terminate on September 17, 2008, was extended to September
17, 2009,  with all other terms  remaining  unchanged.  The present  outstanding
principal amount of the borrowing under the Credit Facility is $15,500,000.

Item 9.01.  Financial Statements and Exhibits.

  (d) Exhibits.

      Exhibit 10.1  First Amendment  dated  effective  September 17, 2007 to the
                    Loan Agreement dated January 8, 2007 between AMREP Southwest
                    Inc. and Compass Bank.

      Exhibit 10.2  First Modification dated effective September 17, 2007 to the
                    Revolving Line of Credit Promissory Note dated September 18,
                    2006 of AMREP Southwest Inc. payable to the order of Compass
                    Bank.

                                   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: September 18, 2007
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                                  EXHIBIT INDEX

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


          10.1      First Amendment  dated  effective  September 17, 2007 to the
                    Loan Agreement dated January 8, 2007 between AMREP Southwest
                    Inc. and Compass Bank.


          10.2      First Modification dated effective September 17, 2007 to the
                    Revolving Line of Credit Promissory Note dated September 18,
                    2006 of AMREP Southwest Inc. payable to the order of Compass
                    Bank.


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