EXHIBIT 10.1

                                AMREP CORPORATION
                     2002 NON-EMPLOYEE DIRECTORS' STOCK PLAN

ARTICLE A -- PURPOSE.

The AMREP  Corporation 2002  Non-Employee  Directors' Stock Plan (the "Plan") is
intended to attract,  retain and compensate for services as members of the Board
of Directors of AMREP  Corporation (the "Company")  highly qualified persons who
are not employees of the Company or any of its subsidiaries by awarding them, as
part of their  compensation  for  services  rendered as directors of the Company
shares of the Company's Common Stock.

ARTICLE B -- PARTICIPATION.

Each member of the Board of Directors of the Company (the "Board") who is not an
employee of the Company or any of its subsidiaries shall be a participant in the
Plan ("Participant").

ARTICLE C -- AWARD OF SHARES.

On  March  15,  2003  and on the  fifteenth  day of  each  September  and  March
thereafter each  Participant  shall be awarded,  as partial payment for services
rendered as a director of the Company  during the  preceding  six months,  1,250
shares ("Shares")of the Company's Common Stock.

ARTICLE D -- LIMITATION ON NUMBER OF SHARES.

The total  number of shares of Common  Stock of the Company  that may be awarded
under the Plan shall be 65,000,  provided  that such number  shall be subject to
appropriate adjustment in the event of future stock splits, stock dividends,  or
other changes in the capitalization of the Company.

ARTICLE E -- SHARES AWARDED UNDER THE PLAN.

Shares awarded under the Plan shall be treasury shares.

ARTICLE F -- ADDITIONAL PROVISIONS.

     1. Although the Board intends to keep the Plan in effect indefinitely,  the
Board may terminate the Plan at any time or amend it from time to time; provided
that the Plan shall not be amended more frequently than semi-annually.

     2. It is the  Company's  intent that this Plan comply in all respects  with
Rule 16b-3 under the Securities  Exchange of 1934, as amended  ("Exchange  Act")
and any other Rules  promulgated  thereunder  so that awards under this Plan are
exempt from Section  16(b) of the Exchange  Act. If any provision of the Plan is
found not to be in compliance  with such Rule or Rules,  the provision  shall be
deemed null and void.

     3. Except as provided in the Plan, no  Participant  shall have any claim or
right to an award under the Plan.  Neither the Plan nor any action  taken by the
Board  thereunder  shall be  construed  as giving any  director  any right to be
retained in the service of the Company.

ARTICLE G -- DURATION OF PLAN.

     The Plan shall be  effective  as of December 5, 2002 and shall  continue in
effect until terminated by the Board.