SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMREP Corporation
(Name of Issuer)
Common Stock, par value $0.10
(Title of Class of Securities)
03215910
(CUSIP number)
Albert Russo, C/O American Simlex Company
401 Broadway, Suite 1712
New York, New York 10013
(212) 966-0775
(Name, address and telephone number of person
authorized to receive notices and communications)
May 29, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ]
___________________
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
Check the following box if a fee is being paid with the
statement[ ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 2 of 9 Pages)
<PAGE>
SCHEDULE 13D
CUSIP No. 03215910 Page 3 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Albert Russo S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,064,720
9 SOLE DISPOSITIVE POWER
480,241
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,064,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 03215910 Page 4 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Lena Russo, S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,064,720
9 SOLE DISPOSITIVE POWER
58,740
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,064,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
14 TYPE OF REPORTING PERSON*
IN <PAGE>
SCHEDULE 13D
CUSIP No. 03215910 Page 5 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Clifton Russo, S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,064,720
9 SOLE DISPOSITIVE POWER
270,617
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,064,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
14 TYPE OF REPORTING PERSON*
PN<PAGE>
SCHEDULE 13D
CUSIP No. 03215910 Page 6 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Lawrence Russo, S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,064,720
9 SOLE DISPOSITIVE POWER
255,122
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,064,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
14 TYPE OF REPORTING PERSON*
IN<PAGE>
Items 3 and 5 of the Schedule 13D, dated June 26, 1995
(the "Schedule 13D"), filed by Albert Russo, Lena Russo, Clifton
Russo and Lawrence Russo (collectively, the "Reporting Persons")
with respect to the common stock, par value $0.10 per share (the
"Common Stock"), of AMREP Corporation ("Amrep") is hereby amended
by adding thereto the information set forth below in this
Amendment No. 1 to the Schedule 13D ("Amendment No. 1").
Capitalized terms used herein and not otherwise defined shall
have meanings provided in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented by the addition of the
following:
Albert Russo, Clifton Russo and Lawrence Russo
(individually, a "Purchaser" and collectively, the "Purchasers")
each purchased 116,650 shares of Common Stock from a private
seller ("Seller") at a price per share of $4.75. The aggregate
consideration of $1,662,262.50 is being paid through the
cancellation of existing indebtedness and current and future
merchandise transactions. The Seller has not retained any
security or other interest in the shares of Common Stock pending
the payment in full of the aggregate consideration.
Item 5. Interest in Securities of the Issuer
Item 5(a)(b) and (c) is hereby supplemented by the
addition of the following:
(a), (b) The aggregate percentage of shares of Common
Stock reported owned by each Reporting Person in this Amendment
No. 1 is based upon 7,398,650 shares outstanding, which is the
number of shares outstanding at January 1, 1996, as reported in
the Amrep's Form 10-Q for the fiscal quarterly period ended
January 31, 1996, as filed with the Securities and Exchange
Commission. Each Reporting Person has sole dispositive and,
subject to the decision of the Reporting Persons to act as a
group as reported in the Schedule 13D, voting power with respect
to all of the shares of Common Stock reported as being
beneficially owned by him or her. The shares of Common Stock
beneficially owned by Albert Russo, however, include 49,000
shares that he holds under the Uniform Gift to Minors Act for his
minor children.
As of the date hereof:
(i) Albert Russo owns 480,241 shares of the
Common Stock, constituting approximately 6.4% of the shares
outstanding.
(ii) Lena Russon owns 58,740 shares of the Common
Stock, constituting approximately 0.8% of the shares outstanding.
(iii) Clifton Russo owns 270,617 shares of the
Common Stock, constituting approximately 3.7% of the shares
outstanding.
(iv) Lawrence Russo owns 255,122 shares of the
Common Stock, constituting approximately 3.4% of the shares
outstanding.
(c) On March 28, 1996, Albert Russo purchased
3,000 shares of Common Stock for the benefit of his minor
daughter, Michelle Russo, pursuant to the Uniform Gifts to Minor
Act ("UGMA"), on the New York Stock Exchange (the "NYSE") for a
price of approximately $4.875 per share (excluding commissions).
On April 22, 1996, Albert Russo purchased 2,000 shares of Common
Stock for the benefit of his minor daughter, Michelle Russo,
pursuant to UGMA, on the NYSE for a price of $5.00 per share
(excluding commissions), 1,100 shares of Common Stock for the
benefit of his minor daughter, Elena Russo, pursuant to UGMA, on
the NYSE for a price of $4.875 per share (excluding commissions).<PAGE>
Signature
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: May 31, 1996
/s/ Albert Russo
Albert Russo, individually and as
attorney-in-fact for each of Lena Russo,
Clifton Russo and Lawrence Russo under
Powers of Attorney dated May 31, 1996
and filed with the Securities and
Exchange Commission as an Exhibit to
this Schedule 13D.<PAGE>
Exhibit
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
hereby constitutes and appoints Albert Russo his or her true and
lawful attorney-in-fact and agent for the undersigned and on his
or her behalf and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments to the
Schedule 13D filed by the undersigned and Albert Russo with
respect to the equity securities of AMREP Corporation, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, all
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully and to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this instrument
on this 31st day of May, 1996.
/s/ Lena Russo
Lena Russo
/s/ Clifton Russo
Clifton Russo
/s/ Lawrence Russo
Lawrence Russo
