UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

{X}	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2004

{ }	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

_______________________________ to ______________________________

Commission file number

001-12917

Wellsford Real Properties, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State of Other Jurisdiction of Incorporation or Organization)

13-3926898

(IRS Employer Identification No.)

535 Madison Avenue, New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

(212) 838-3400

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes

The number of the registrant’s shares of common stock outstanding was 6,460,770 as of August 3, 2004 (including 169,903 shares of class A-1 common stock).

TABLE OF CONTENTS

				Page Number
PART I.		FINANCIAL INFORMATION:
	Item 1.		Financial Statements
			Consolidated Balance Sheets as of June 30, 2004 (unaudited) and December 31, 2003	3
			Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2004 and 2003	4
			Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2004 and 2003	5
			Notes to Consolidated Financial Statements (unaudited)	6
	Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3.		Quantitative and Qualitative Disclosures about Market Risk	35
	Item 4.		Controls and Procedures	36
PART II.		OTHER INFORMATION:
	Item 1.		Legal Proceedings	36
	Item 3.		Defaults Upon Senior Securities	36
	Item 4.		Submission of Matters to a Vote of Security Holders	36
	Item 6.		Exhibits and Reports on Form 8-K	37
	Signatures			39
	Exhibits			40

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WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	June 30, 2004			December 31, 2003
	(unaudited)
ASSETS
Real estate assets, at cost:
Land	$	18,735,969		$	18,735,969
Buildings and improvements		113,558,562			113,556,952

		132,294,531			132,292,921
Less:
Accumulated depreciation		(18,902,477	)		(16,774,867	)

		113,392,054			115,518,054
Residential units available for sale		4,171,789			9,235,970
Land held for development		12,769,240			5,828,453

		130,333,083			130,582,477
Note receivable		2,064,000			3,096,000
Asset held for sale		--			2,334,535
Investment in joint ventures		47,593,602			53,759,723

Total real estate and investments		179,990,685			189,772,735

Cash and cash equivalents		52,094,824			55,377,515
Restricted cash and investments		10,653,373			10,210,405
Investments in U.S. Government securities		30,062,821			27,516,211
Prepaid and other assets		2,528,677			2,950,260


Total assets	$	275,330,380		$	285,827,126


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable	$	108,771,294		$	109,504,562
Junior subordinated debentures		25,775,000			--
Accrued expenses and other liabilities, including the liability for
deferred compensation of $10,356,293 and $9,748,487		15,820,668			16,283,419
Liabilities attributable to assets held for sale		--			317,486

Total liabilities		150,366,962			126,105,467


Company-obligated, mandatorily redeemable convertible preferred
securities of WRP Convertible Trust I, holding solely 8.25%
junior subordinated debentures of Wellsford Real Properties, Inc.
("Convertible Trust Preferred Securities")		--			25,000,000

Minority interests		3,403,768			3,447,615

Commitments and contingencies

Shareholders' equity:
Series A 8% convertible redeemable preferred stock, $.01 par value
per share, 2,000,000 shares authorized, no shares issued and
outstanding		--			--
Common stock, 98,825,000 shares authorized, $.02 par value per
share - 6,289,835 and 6,286,091 shares issued and outstanding		125,797			125,722
Class A-1 common stock, 175,000 shares authorized, $.02 par value
per share - 169,903 shares issued and outstanding		3,398			3,398
Paid in capital in excess of par value		162,754,288			162,736,723
Retained earnings (deficit)		(35,074,699	)		(25,242,236	)
Accumulated other comprehensive loss; share of unrealized loss on
interest rate protection contract purchased by joint venture
investment, net of income tax benefit		--			(50,429	)
Treasury stock, 302,062 and 305,249 shares		(6,249,134	)		(6,299,134	)

Total shareholders' equity		121,559,650			131,274,044


Total liabilities and shareholders' equity	$	275,330,380		$	285,827,126

See notes to Consolidated Financial Statements

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WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2004			2003			2004			2003
REVENUES
Rental revenue	$	3,416,915		$	3,592,216		$	6,777,179		$	7,506,325
Revenue from sales of residential units		4,657,978			2,461,139			6,944,194			3,657,139
Interest revenue		241,047			941,107			490,698			1,899,150
Fee revenue		224,133			313,172			494,736			878,570

Total revenues		8,540,073			7,307,634			14,706,807			13,941,184


COSTS AND EXPENSES
Cost of sales of residential units		3,855,848			2,125,977			5,770,373			3,180,731
Property operating and maintenance		1,203,752			1,311,937			2,277,707			2,282,987
Real estate taxes		371,879			374,971			727,645			705,966
Depreciation and amortization		1,138,098			1,208,605			2,275,719			3,434,821
Property management		82,937			73,364			166,052			151,287
Interest:
Mortgage notes payable		1,626,851			1,668,659			3,288,171			3,253,746
Junior subordinated debentures		508,969			--			1,049,907			--
General and administrative		1,785,694			1,414,875			3,598,826			2,925,078

Total costs and expenses		10,574,028			8,178,388			19,154,400			15,934,616


(Loss) income from joint ventures		(1,014,438	)		(175,314	)		(6,106,031	)		2,409,901


(Loss) income before minority interest, income taxes,
accrued distributions and amortization of costs on
Convertible Trust Preferred Securities and
discontinued operations		(3,048,393	)		(1,046,068	)		(10,553,624	)		416,469

Minority interest benefit		4,362			47,124			43,847			41,349


(Loss) income before income taxes, accrued
distributions and amortization of costs on Convertible
Trust Preferred Securities and discontinued operations		(3,044,031	)		(998,944	)		(10,509,777	)		457,818

Income tax expense (benefit)		59,000			(467,000	)		99,000			214,000


(Loss) income before accrued distributions and
amortization of costs on Convertible Trust Preferred
Securities and discontinued operations		(3,103,031	)		(531,944	)		(10,608,777	)		243,818

WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)