As amended through 09/20/06
 
 
 
                                AMREP CORPORATION
 
                                     BY-LAWS
 
 
                                    Article I
 
                                     OFFICES
 
Section 1. Location
---------  --------
 
     The registered  office of the Corporation in the State of Oklahoma shall be
at 735 First National Building, Oklahoma City, Oklahoma.
 
     The  Corporation  may also have  offices  at such other  places  within and
without the State of Oklahoma  as the Board of  Directors  may from time to time
appoint or the business of the Corporation may require.
 
                                   Article II
 
                                  SHAREHOLDERS
 
Section 1. Annual Meeting
---------  --------------
 
     An annual meeting of the shareholders for the election of directors and for
the  transaction  of such other business as may properly come before the meeting
shall be held on such date and at such time as the Board of Directors  each year
shall fix. Each annual  meeting  shall be held at such place,  within or without
the State of Oklahoma, as the Board of Directors shall determine.
 
     An annual  meeting  may be  adjourned  from time to time and place to place
until its business is completed. The election of directors shall be by plurality
vote.
 
Section 2. Special Meetings
---------  ----------------
 
     Special  meetings  of the  shareholders  may be  called  by  the  Board  of
Directors (by such vote as is required by the Certificate of  Incorporation)  or
by the Chairman of the Board or the President. Special meetings shall be held at
such  place,  on such  date,  at such time as the Board or  person  calling  the
meeting shall fix.
 
Section 3. Notice of Meetings
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     Notice of every  meeting of the  shareholders  shall be given in the manner
provided by law.
 
 
 
<PAGE>
 
 
Section 4. Quorum
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     At any meeting of  shareholders,  except as  otherwise  required by law the
holders of a majority of the shares of stock entitled to vote, present in person
or  represented  by proxy,  shall  constitute  a quorum for the  transaction  of
business.  If a quorum  shall  not be  present  or  represented  by proxy at any
meeting,  the  chairman  of the  meeting or the  shareholders  entitled  to vote
thereat  who are  present in person or by proxy  shall have power to adjourn the
meeting to another place,  date or time,  without notice other than announcement
at the meeting except as otherwise required by law. At such adjourned meeting at
which the requisite amount of voting stock shall be present or represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally noticed.
 
Section 5. Organization
---------  ------------
 
     In the absence of the Chairman of the Board and the  President at a meeting
of  shareholders,  the highest ranking officer of the Corporation who is present
shall call to order the meeting and act as chairman  thereof.  In the absence of
the  Secretary of the  Corporation,  the  secretary of the meeting shall be such
person as the chairman appoints.
 
Section 6. Conduct of Business
---------  -------------------
 
     The chairman of any meeting of  shareholders  shall  determine the order of
business  and all other  matters of procedure  at the  meeting,  including  such
regulation of the manner of voting and the conduct of discussion as seems to him
in order.  The  chairman may appoint one or more  inspectors  of Election at any
meeting.
 
Section 7. Qualification of Voters
---------  -----------------------
 
     The Board of Directors may fix a date not more than sixty nor less than ten
days before the date of any meeting of the  shareholders  as the record date for
such  meeting.  Only those persons who were holders of record of voting stock at
the record date shall be entitled to notice and to vote at such meeting.
 
Section 8. Stock List
---------  ----------
 
     A list of  shareholders  entitled to vote at each  meeting of  shareholders
shall be prepared and made available for examination as required by law.
 
Section 9. Proxy
---------  -----
 
     Subject to the  provisions of Article II,  Section 7 of these  By-Laws,  at
each  meeting of the  shareholders  every  shareholder  having the right to vote
shall be entitled to vote in person or by proxy  appointed by an  instrument  in
writing,  provided such  instrument is filed with the Office of the Secretary of
the Corporation at or before the meeting.
 
Section 10. Record date for Consents to
----------  Corporate Actions in Writing
            ----------------------------
 
     In order that the  Corporation may determine the  shareholders  entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record  date,  which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,  and
which  date  shall not be more than ten (l0) days  after the date upon which the
resolution  fixing the record  date is  adopted by the Board of  Directors.  Any
shareholder  of  record  seeking  to have  the  shareholders  authorize  or take
 
<PAGE>
 
corporate  action by written  consent shall, by written notice to the Secretary,
request the Board of  Directors  to fix a record  date.  The Board of  Directors
shall  promptly,  but in all events within ten (l0) days after the date on which
such a request is actually received,  adopt a resolution fixing the record date,
if no record date has been fixed by the Board of Directors  within ten (l0) days
of the date on which such a request is  actually  received,  the record date for
determining  shareholders  entitled  to consent to  corporate  action in writing
without a meeting, when no prior action by the Board of Directors is required by
the Oklahoma General  Corporation Act, shall be the first date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the  Corporation by delivery to its registered  office in the State
of Oklahoma,  its  principal  place of business,  or any officer or agent of the
Corporation  having  custody of the book in which  proceedings  of  shareholders
meetings are recorded.  Delivery  shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the Oklahoma
General Corporation Act, the record date for determining  shareholders  entitled
to consent to  corporate  action in  writing  without a meeting  shall be at the
close  of  business  on the day on  which  the  Board of  Directors  adopts  the
resolution taking such prior action
 
                                   Article III
 
                                    DIRECTORS
 
Section 1. Number, Election and Terms
---------  --------------------------
 
     (a) The property and  business of the  Corporation  shall be managed by the
Board of Directors  (the  "Board").  The Board shall consist of seven  directors
(the "entire Board").
 
     (b) The Directors  shall be divided into three classes,  as nearly equal in
number  as  possible  as  determined  by the  Board,  one  class to hold  office
initially for a term expiring at the annual meeting of  shareholders  to be held
in l988,  another  class to hold  office  initially  for a term  expiring at the
annual  meeting of  shareholders  to be held in l989,  and another class to hold
office initially for a term expiring at the annual meeting of shareholders to be
held in  l990,  with  the  members  of each  class to hold  office  until  their
successors  are elected and qualified.  At each annual meeting of  shareholders,
the  successors  of the class of  Directors  whose term  expires at that meeting
shall be elected to hold  office for a term  expiring  at the annual  meeting of
shareholders held in the third year following the year of their election and, in
each case, until their respective successors are elected and qualified.
 
Section 2. Vacancies - Change in Number of Directors
---------  -----------------------------------------
 
     Newly created  directorships  resulting  from any increase in the number of
Directors and vacancies on the Board occurring  otherwise than by removal may be
filled by the majority of the remaining members of the Board, though less than a
quorum, or by a sole remaining Director, or by the shareholders,  and any person
so elected  shall  hold  office  for the  remainder  of the term of the class of
Directors in which the new  directorship was created or the vacancy occurred and
until such Director's successor shall have been elected and qualified. A vacancy
caused by removal of a Director shall be filled by the shareholders. No decrease
in the number of Directors  constituting the Board shall shorten the term of any
incumbent Director.
 
Section 3. Organizational Meeting
---------  ----------------------
 
     The Directors shall, if a quorum is present, hold an organizational meeting
for the purpose of (a) electing  from among  themselves a Chairman of the Board,
(b)  electing  officers  and (c) the  transaction  of any other  business.  Such
organizational  meeting shall be held  immediately  after the annual  meeting of
shareholders, or as soon thereafter as practicable.
 
<PAGE>
Section 4. Regular Meetings
---------  ----------------
 
     Regular meetings of the Board shall be held at such time and place as shall
from time to time be determined by the Board.
 
Section 5. Special Meetings
---------  ----------------
 
     Special  meetings of the Board may be called at any time by the Chairman of
the Board or the President, and shall be called by the President or Secretary on
the written  request of two  directors.  Special  meetings  shall be held at the
principal office of the Corporation in the City of New York, or such other place
as may be set forth in the notice thereof.
 
Section 6. Notice of Meetings
---------  ------------------
 
     Notice  of the  organizational  meeting  need  not be  given  if it is held
immediately after the annual meeting of shareholders.
 
     Notice of regular meetings of the Board need not be given.
 
     Notice of the  organizational  meeting (if  required)  and of every special
meeting  of the Board  shall be given to each  Director  at his  usual  place of
business,  or at such other address as shall have been  furnished by him for the
purpose.  Such  notice  shall be given at least  forty-eight  hours  before  the
meeting by telephone or by being  personally  delivered,  mailed or telegraphed.
Such notice need not include a statement of the business to be transacted at, or
the  purpose  of,  any such  meeting.  If a quorum  shall not be  present at any
meeting of the Board, the directors present may adjourn the meeting from time to
time,  without notice other than announcement at the meeting,  until a quorum be
present.
 
Section 7. Quorum
---------  ------
 
     Except  as may be  otherwise  provided  by law  or in  these  By-Laws,  the
presence of one-half of the entire Board shall be necessary  and  sufficient  to
constitute a quorum for the  transaction of business at any meeting of the Board
and the act of a  majority  of the  Directors  present  at a meeting  at which a
quorum is present shall be the act of the Board.
 
Section 8. Participation in Meetings by Conference Telephone
---------  -------------------------------------------------
 
     Members of the Board,  or of any committee  thereof,  may  participate in a
meeting of such Board or committee by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.
 
Section 9. Powers
---------  ------
 
     The business,  property and affairs of the Corporation  shall be managed by
or under the  direction  of its Board of  Directors,  which  shall  have and may
exercise all the powers of the Corporation to do all such lawful acts and things
as are not by law, or by the Certificate of Incorporation,  or by these By-Laws,
directed or required to be exercised or done by the shareholders.
 
Section 10. Compensation of Directors
----------  -------------------------
 
     Directors  shall receive such  compensation  for their services as shall be
determined  from time to time by a majority of the entire  Board.  Directors may
 
<PAGE>
 
receive  compensation  for services as director even though they are compensated
for  serving  the  Corporation  in other  capacities,  as  salaried  officers or
otherwise.
 
                                   Article IV
 
                        OFFICERS - CHAIRMAN OF THE BOARD
 
Section 1. Officers
---------  --------
 
     The officers of the Corporation shall be elected by the Board of Directors.
The officers shall be a President,  one or more Vice-Presidents (one of whom may
be designated Executive  Vice-President),  a Secretary and a Treasurer, and such
other officers as the Board of Directors from time to time shall determine.  The
President shall be chosen from among the directors,  but other officers need not
be directors.  The officers shall be elected  annually by the Board of Directors
at its first meeting following the annual meeting of shareholders, and each such
officer shall hold office until the  corresponding  meeting in the next year and
until his or her successor  shall have been duly chosen and qualified,  or until
he or she shall have  resigned or have been removed from office.  Any vacancy in
any of the above offices  shall be filled for the unexpired  portion of the term
by the Board of Directors,  at any regular or special meeting. A majority of the
entire  Board shall have power at any  regular or special  meeting to remove any
officer, with or without cause.
 
Section 2. Other Officers
---------  --------------
 
     The Board of Directors may elect or appoint such other  officers and agents
as it shall deem appropriate.  Such officers and agents shall hold office at the
pleasure of the Board of Directors.
 
Section 3. Chairman of the Board - Duties
---------  ------------------------------
 
     The Chairman of the Board shall preside at all meetings of shareholders and
of the Board of Directors at which he shall be present.  He also shall have such
other  duties  as may  from  time to time be  assigned  to him by the  Board  of
Directors.
 
Section 4. President - Duties
---------  ------------------
 
     In the absence of the Chairman of the Board, the President shall preside at
all meetings of shareholders  and of the Board of Directors at which he shall be
present.  He shall be Chief Executive Officer of the Corporation and, subject to
the  direction  of  the  Board  of  Directors,  shall  have  direct  charge  and
supervision  of the business of the  Corporation.  He also shall have such other
duties as from time to time may be assigned to him by the Board of Directors.
 
Section 5. Other Officers - Duties
---------  -----------------------
 
     The  Vice-Presidents,  the Secretary,  the Treasurer and the other officers
and  agents  each shall  perform  the duties  and  exercise  the powers  usually
incident to such offices or positions and/or such other duties and powers as may
be assigned to them by the Board of Directors or the Chief Executive Officer.
 
<PAGE>
                                    Article V
 
                                   AMENDMENTS
 
Section 1. Alterations - Amendments - Repeal
---------  ---------------------------------
 
     Subject to the Certificate of  Incorporation,  these By-Laws may be altered
or repealed, and other By-Laws may be adopted, by a majority of the entire Board
of Directors at any regular or special meeting.