Exhibit 3(a)(iii)

                      AMENDED CERTIFICATE OF INCORPORATION
                                       OF
                                AMREP CORPORATION

     We, the undersigned officers of AMREP Corporation, an Oklahoma corporation,
do hereby file this Amended Certificate of Incorporation to reflect an amendment
to the Certificate of Incorporation as set forth below:

     Paragraph (b) of Article SEVENTH of the Certificate of Incorporation  shall
be amended in its entirety to read as follows:

               (b) Newly created  directorships  resulting  from any increase in
          the  number of  directors  and  vacancies  on the  Board of  Directors
          occurring  otherwise than by removal may be filled by the  affirmative
          vote of a majority of the  remaining  directors  then in office,  even
          though  less  than a quorum of the  Board of  Directors,  or by a sole
          remaining  director,  or by the  shareholders.  A  vacancy  caused  by
          removal  of a  director  shall  be  filled  by the  shareholders.  Any
          director  elected in accordance  with the provisions of this Paragraph
          (b) shall hold office for the  remainder of the full 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.  If the number of directors is changed, any increase or
          decrease  shall be  apportioned  among  the  classes  by the  Board of
          Directors  so as to maintain  the number of directors in each class as
          nearly  equal as  possible.  No  decrease  in the number of  directors
          constituting  the Board of  Directors  shall  shorten  the term of any
          incumbent director.

     The foregoing  amendment was adopted in accordance  with the procedures set
forth in Section 1077 of the Oklahoma General Corporation Act.


                                             AMREP CORPORATION

                                             By:    /s/  Peter M. Pizza
                                                  ------------------------------
                                                  Peter M. Pizza, Vice President

ATTEST:

   /s/  Joseph S. Moran
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Joseph S. Moran, Secretary