UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K/A


                             CURRENT REPORT Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of report (Date of earliest event reported)
October 27, 2004   (October 19, 2004)
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                         WELLSFORD REAL PROPERTIES, INC.
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               (Exact Name of Registrant as Specified in Charter)

                                    Maryland
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                 (State or Other Jurisdiction of Incorporation)

       1-12917                                           13-3926898
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(Commission File Number)                      (IRS Employer Identification No.)


535 Madison Avenue, New York, New York                     10022
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(Address of Principal Executive Offices)                (Zip Code)

                                 (212) 838-3400
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              (Registrant's Telephone Number, Including Area Code)


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          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



Item 1.01   Entry into a Material Definitive Agreement.

     Wellsford  Real  Properties,  Inc.  issued a Form 8-K on October 22,  2004,
announcing  the  entering  into  of a  Third  Amended  and  Restated  Employment
Agreement  with  David  M.  Strong,  the  Company's  Senior  Vice  President  of
Development.  This amended  Form 8-K is being filed solely to add the  following
language  to the end of the Form  8-K,  "This  Form  8-K,  together  with  other
statements  and  information  publicly  disseminated  by the  Company,  contains
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended.  Such  forward-looking  statements  involve known and unknown risks,
uncertainties and other factors which may cause the actual results,  performance
or  achievements of the Company or industry  results to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking  statements.  Such factors include,  among others, the risk
that  certain  terms  included in Mr.  Strong's  Employment  Agreement  could be
interpreted as  expectations  of a project's  profitability.  Therefore,  actual
results could differ materially from those projected in such statements."




                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                              WELLSFORD REAL PROPERTIES, INC


Date:  October 27, 2004                       By:/s/ James J. Burns
                                                 ----------------------------
                                                 Name: James J. Burns
                                                 Title: Chief Financial Officer