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):            December 11, 2013              

AMREP CORPORATION

(Exact name of Registrant as specified in its charter)

Oklahoma	1-4702	59-0936128
(State or other jurisdiction of	(Commission File	(IRS Employer
incorporation)	Number)	Identification No.)

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 11, 2013, a sub-committee of the Compensation and Human Resources Committee of the Board of Directors (the “Board”) of AMREP Corporation (the “Company”) approved and awarded restricted shares of common stock of the Company under the AMREP Corporation 2006 Equity Compensation Plan to certain named executive officers as follows: (i) Peter Pizza, Vice President and Chief Financial Officer, was awarded 6,000 restricted shares of common stock and (ii) Christopher V. Vitale, Vice President, General Counsel and Secretary, was awarded 9,000 restricted shares of common stock.  Each award of restricted shares of common stock will vest one-third on August 1, 2014, one-third on August 1, 2015 and one-third on August 1, 2016, subject to the continued employment of the named executive officer on each vesting date.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Form of Restricted Stock Award.

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
Date: December 17, 2013	By:	/s/ Christopher V. Vitale
		Christopher V. Vitale
		Vice President, General Counsel and Secretary

EXHIBIT INDEX 

Exhibit Number	Description
10.1	Form of Restricted Stock Award.