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

September 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 6,461,830 as of November 2, 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 September 30, 2004 (unaudited) and December 31, 2003	3
			Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2004 and 2003	4
			Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 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	36
	Item 4.		Controls and Procedures	37
PART II.		OTHER INFORMATION:
	Item 1.		Legal Proceedings	37
	Item 3.		Defaults Upon Senior Securities	37
	Item 6.		Exhibits	37
	Signatures			39
	Exhibits			40

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WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	September 30, 2004			December 31, 2003
	(unaudited)
ASSETS
Real estate assets, at cost:
Land	$	18,735,969		$	18,735,969
Buildings and improvements		113,560,185			113,556,952

		132,296,154			132,292,921
Less:
Accumulated depreciation		(19,966,567	)		(16,774,867	)

		112,329,587			115,518,054
Residential units available for sale		1,008,422			9,235,970
Construction in process at September 30, 2004 and land held for development at December 31, 2003		15,840,084			5,828,453

		129,178,093			130,582,477
Note receivable		2,064,000			3,096,000
Asset held for sale		--			2,334,535
Investment in joint ventures		36,399,739			53,759,723

Total real estate and investments		167,641,832			189,772,735

Cash and cash equivalents		52,009,987			55,377,515
Restricted cash and investments		10,622,279			10,210,405
Investments in U.S. Government securities		30,057,037			27,516,211
Prepaid and other assets		2,832,564			2,950,260


Total assets	$	263,163,699		$	285,827,126


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable	$	108,401,881		$	109,504,562
Junior subordinated debentures		25,775,000			--
Accrued expenses and other liabilities, including the liability for
deferred compensation of $10,343,626 and $9,748,487		16,682,164			16,283,419
Liabilities attributable to assets held for sale		--			317,486

Total liabilities		150,859,045			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		3,406,928			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 - 6,290,867 and 6,286,091 shares issued and outstanding		125,817			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		162,770,268			162,736,723
Retained earnings (deficit)		(47,752,623	)		(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		108,897,726			131,274,044


Total liabilities and shareholders' equity	$	263,163,699		$	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 September 30,					For the Nine Months Ended September 30,
	2004			2003		2004			2003
REVENUES
Rental revenue	$	3,330,548		$	3,377,304	$	10,107,727		$	10,883,629
Revenue from sales of residential units		4,408,154			5,980,221		11,352,348			9,637,360
Interest revenue		307,325			5,310,401		798,023			7,209,551
Fee revenue		207,492			243,958		702,228			1,122,528

Total revenues		8,253,519			14,911,884		22,960,326			28,853,068


COSTS AND EXPENSES
Cost of sales of residential units		3,614,456			5,070,294		9,384,829			8,251,025
Property operating and maintenance		1,239,490			1,406,083		3,517,197			3,689,070
Real estate taxes		350,696			338,745		1,078,341			1,044,711
Depreciation and amortization		1,183,195			1,209,475		3,458,914			4,644,296
Property management		71,032			67,869		237,084			219,156
Interest:
Mortgage notes payable		1,478,903			1,663,247		4,767,074			4,916,993
Junior subordinated debentures		524,954			--		1,574,861			--
General and administrative		2,143,520			1,452,835		5,742,346			4,377,913

Total costs and expenses		10,606,246			11,208,548		29,760,646			27,143,164


(Loss) income from joint ventures		(10,277,532	)		461,114		(16,383,563	)		2,871,015


(Loss) income before minority interest, income taxes,
accrued distributions and amortization of costs on
Convertible Trust Preferred Securities and
discontinued operations		(12,630,259	)		4,164,450		(23,183,883	)		4,580,919

Minority interest (expense) benefit		(3,665	)		16,137		40,182			57,486


(Loss) income before income taxes, accrued distributions
and amortization of costs on Convertible Trust Preferred
Securities and discontinued operations		(12,633,924	)		4,180,587		(23,143,701	)		4,638,405

Income tax expense		44,000			1,615,000		143,000			1,829,000


(Loss) income before accrued distributions and
amortization of costs on Convertible Trust Preferred
Securities and discontinued operations		(12,677,924	)		2,565,587		(23,286,701	)		2,809,405

Accrued distributions and amortization of costs on
Convertible Trust Preferred Securities, net of income
tax benefit of $330,000 and $540,000 in the respective

WELLSFORD REAL PROPERTIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

See notes to Consolidated Financial Statements

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)