Exhibit 10.59

                           MARCH 2004 AMENDMENT TO THE
                    LETTER OF CREDIT REIMBURSEMENT AGREEMENT

     MARCH 2004 AMENDMENT TO THE LETTER OF CREDIT REIMBURSEMENT AGREEMENT
(this "Amendment"), dated as of March 11, 2004, among Palomino Park Public
Improvements Corporation, a Colorado nonprofit corporation (the "Bond Issuer"),
Wellsford Real Properties, Inc., a Maryland corporation ("WRP"), and Commerzbank
AG, acting through its New York Branch (the "Bank"). All capitalized terms
defined in the hereinafter defined Letter of Credit Agreement shall have the
same meaning when used herein unless otherwise defined herein.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Bond Issuer, WRP and the Bank are parties to a Letter of
Credit Reimbursement Agreement dated as of June 16, 2000 (as in effect on the
date hereof, the "Letter of Credit Agreement"); and

     WHEREAS, the Bond Issuer, WRP and the Bank desire to amend the Letter of
Credit Agreement as hereinafter provided;

and

     WHEREAS, ERP Operating Limited Partnership, an Illinois limited
partnership, has guaranteed certain obligations of the Account Parties incurred
or to be incurred pursuant to the Letter of Credit Agreement;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:

          1. Amendment to the Letter of Credit Agreement. Section 6.17(1) of the
     Letter of Credit Agreement is hereby amended its entirety to the following:

          (1) Minimum Shareholder's Equity. WRP will not, at the end of any
     fiscal quarter, permit its Shareholder's Equity to be less than
     $120,000,000 (the "Shareholder's Equity Threshold").

          2. Representations and Warranties. In order to induce the Bank to
     enter into this Amendment, each of the Bond Issuer and WRP hereby
     represents and warrants that:

          (a) no Default or Event of Default exists or will exist as of the date
     hereof or after giving effect to this Amendment; and

          (b) as of the date hereof, and after giving effect to this Amendment,
     all representations, warranties and agreements of the Bond Issuer and WRP
     contained in the Letter of Credit Agreement will be true and correct in all
     material respects.

          3. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
     PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
     THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF
     LAW PROVISIONS THEREOF.

          4. Effectiveness. This Amendment shall be effective upon execution of
     this Amendment by the parties hereto and payment by WRP to the Bank of an
     amendment fee of $10,000.

          5. Agreement Not Otherwise Amended. This Amendment is limited
     precisely as written and shall not be deemed to be an amendment, consent,
     waiver or modification of any other term or condition of the Letter of
     Credit Agreement or any of the instruments or agreements referred to
     therein, or prejudice any right or rights which the Bank may now have or
     may have in the future under or in connection with the Letter of Credit
     Agreement or any of the instruments or agreements referred to therein.
     Except as expressly modified hereby, the terms and provisions of the Letter
     of Credit Agreement shall continue in full force and effect. Whenever the
     Letter of Credit Agreement is referred to in the Letter of Credit Agreement
     or any of the instruments, agreements or other documents or papers executed
     and delivered in connection therewith (including, without limitation, the
     Letter of Credit or the Guaranty), it shall be deemed to be a reference to
     the Letter of Credit Agreement as modified hereby.

          6. Counterparts. This Amendment may be executed in two or more
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one and the same instrument.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.



                                        PALOMINO PARK PUBLIC IMPROVEMENTS
                                          CORPORATION

                                        By /s/ David M. Strong
                                          ---------------------------
                                          Name:   David M. Strong
                                          Title:  President

                                        WELLSFORD REAL PROPERTIES, INC.

                                        By  /s/ James J. Burns
                                          ---------------------------
                                          Name:   James J. Burns
                                          Title:  Vice President, Chief
                                                   Financial Officer

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                                        COMMERZBANK AG,
                                          NEW YORK BRANCH

                                        By /s/ Christian Berry
                                           --------------------------
                                           Name:   Christian Berry
                                           Title:  Vice President

                                        By /s/ James Brett
                                           --------------------------
                                           Name:   James Brett
                                           Title:  Assistant Treasurer

Acknowledged and consented to:

ERP OPERATING LIMITED PARTNERSHIP

By  EQUITY RESIDENTIAL, General Partner

By  /s/ Robert Tanaka
   ------------------------------------
   Name:   Robert Tanaka
   Title:  Vice President


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