-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 HlMqxctmYOkGTl2G93kAl/msA++Rv7HMSyccuN4u7+pcF/9qFpz3e36NeUBDGhoj
 LOUC0EiiosXAGwCeTfEmJA==

<SEC-DOCUMENT>0000006207-07-000020.txt : 20070918
<SEC-HEADER>0000006207-07-000020.hdr.sgml : 20070918
<ACCEPTANCE-DATETIME>20070918110314
ACCESSION NUMBER:		0000006207-07-000020
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20070915
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070918
DATE AS OF CHANGE:		20070918

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMREP CORP.
		CENTRAL INDEX KEY:			0000006207
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				590936128
		STATE OF INCORPORATION:			OK
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04702
		FILM NUMBER:		071121630

	BUSINESS ADDRESS:	
		STREET 1:		300 ALEXANDER PARK
		STREET 2:		SUITE 204
		CITY:			PRINCETON
		STATE:			NJ
		ZIP:			08540
		BUSINESS PHONE:		(609) 716-8200

	MAIL ADDRESS:	
		STREET 1:		300 ALEXANDER PARK
		STREET 2:		SUITE 204
		CITY:			PRINCETON
		STATE:			NJ
		ZIP:			08540

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMREP CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN REALTY & PETROLEUM CORP
		DATE OF NAME CHANGE:	19671019
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>axr8k091708.txt
<TEXT>


                                  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
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

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

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

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


                                 Not Applicable
- --------------------------------------------------------------------------------
          (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))


<PAGE>


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
      ------------------


                                      -2-
<PAGE>



                                  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.


                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>axr8k091708exh101.txt
<TEXT>
                                                                    EXHIBIT 10.1




                    FIRST AMENDMENT dated September 17, 2007
                    ----------------------------------------
                  to the CREDIT AGREEMENT dated January 8, 2007
                  ---------------------------------------------

     This First Amendment, dated effective September 17, 2007 ("Amendment"),  is
made to the Loan  Agreement  dated  effective  January  8,  2007  ("Agreement"),
between AMREP SOUTHWEST INC. (the "Borrower") and COMPASS BANK ("Bank").

     1. This Amendment is made pursuant to Section 7.5 of the Agreement.

     2. All capitalized terms have the meaning defined in the Agreement unless a
specific definition for such term is contained in this Amendment.

     3.  Borrower  has  requested  that  the Bank  extend  the  maturity  of the
$25,000,000 Line of Credit Note dated September 18, 2006, to September 17, 2009,
and the Bank has agreed to such requested maturity extension.

     4.  The  maturity  extension  of the  $25,000,000  Line of  Credit  Note is
evidenced  by  the  First   Modification  of  Line  of  Credit  Note,   executed
contemporaneously with this Amendment.

     5. The  Agreement,  as modified and amended by this  Amendment,  remains in
full force and effect.


AMREP SOUTHWEST INC.


By:     /s/  James Wall
    -------------------------------------------------
       James Wall, President


COMPASS BANK


By:     /s/ Ron D. Smith
    -------------------------------------------------
       Ron D. Smith, City President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>axr8k091708exh102.txt
<TEXT>
                                                                    EXHIBIT 10.2



                  FIRST MODIFICATION, dated September 17, 2007
                  --------------------------------------------
                 to the Revolving Line of Credit PROMISSORY NOTE
                 -----------------------------------------------
                            dated September 18, 2006
                            ------------------------

     This   First    Modification,    dated   effective   September   17,   2007
("Modification"),  is made to the Revolving Line of Credit PROMISSORY NOTE dated
September 18, 2006 ("Note"),  by AMREP  SOUTHWEST INC.  ("Borrower")  payable to
COMPASS BANK ("Bank").

     1. This  Modification is a written  amendment to the Note, made pursuant to
the provisions contained at page 3 of the Note.

     2. All  capitalized  terms have the  meaning  defined in the Note  unless a
specific definition for such term is contained in this Modification.

     3. By mutual  agreement of the parties,  the Note is modified to extend the
maturity of the Note from September 17, 2008, to September 17, 2009.

     4. The Loan Agreement  dated  September 18, 2006 referenced in the Note has
previously  been replaced by the Loan Agreement  dated January 8, 2007. The Note
as amended by this  Modification  remains  subject to the Loan  Agreement  dated
January 8, 2007.

     5. The Note,  as  amended by this  Modification,  remains in full force and
effect.


AMREP SOUTHWEST INC.


By:     /s/  James Wall                              _____
    ------------------------------------------------------
       James Wall, President


COMPASS BANK


By:     /s/  Ron D. Smith                               __
    ------------------------------------------------------
       Ron D. Smith, City President



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
