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

                                    FORM 8-K

                                 CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15(d) OFTHE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  March 20, 2007
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                               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 5.02 Departure  of Directors or Certain  Officers;  Election of  Directors;
          Appointment of Certain Officers;  Compensatory Arrangements of Certain
          Officers.

     (b)  Elmer F.  Hansen,  Jr.  resigned  from the Board of  Directors  of the
Registrant effective March 20, 2007.

     (d) At a  meeting  held  March 20,  2007,  the  Board of  Directors  of the
Registrant  elected  Jonathan  B.  Weller  as a  member  of  Class  III  of  the
Registrant's  Board to fill the vacancy  created by the  resignation of Elmer F.
Hansen, Jr. The term of the Registrant's Class III Directors continues until the
Registrant's  2008 Annual  Meeting of  Shareholders.  The Board also elected Mr.
Weller as a member of the Audit Committee.

     Mr.  Weller  will be  compensated  for his  services  as a Board  and Audit
Committee   member  in  accordance  with  the   Registrant's   present  director
compensation policy, as follows:

               For  Board  membership  - an annual  fee of  $80,000  per  annum,
          payable in equal quarterly  installments,  in arrears, on or about the
          first day of December, March, June and September;

               For  attendance  at  Board  meetings  - $1,500  for each  meeting
          attended in person and $500 for each  meeting  attended by  telephone,
          unless, in the case of a telephonic meeting, the Board determines that
          the  meeting  and the  attendant  preparation  were so  brief  that no
          payment is warranted; and

               For Audit Committee  membership - an annual fee of $5,000 payable
          in equal quarterly installments, in arrears, on or about the first day
          of  December,  March,  June  and  September  and  no  attendance  fee.

                                   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
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                                                (Registrant)

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

Date:  March 21, 2007
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