8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)		March 24, 2006 (March 21, 2006)
WELLSFORD REAL PROPERTIES, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
1-12917	13-3926898
(Commission File Number)	(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)
(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):

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

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

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

o 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.

On March 21, 2006, Wellsford Real Properties, Inc. (the “Company”) entered into a letter agreement (the “Employment Agreement”) with James J. Burns, pursuant to which he is appointed Vice Chairman of the Company through December 31, 2008. As Vice Chairman of the Company, Mr. Burns will not be entitled to be a member of the Board of Directors of the Company. Previously, Mr. Burns was Senior Vice President and Chief Financial Officer of the Company since December 2000. The Employment Agreement supercedes the letter agreement between Mr. Burns and the Company dated as of July 1, 2001, as amended.

Pursuant to the Employment Agreement, Mr. Burns will devote approximately two days per week to the performance of his duties to the Company and will perform such services as are commensurate with his position as the Chairman of the Board and President of the Company shall designate from time to time. Mr. Burns will be entitled to an annual base salary of at least $125,000, as well as a minimum bonus of 50% of his then base salary for 2006, 2007 and 2008 (which will be prorated for partial years of service so long as Mr. Burns is not terminated for cause (as defined therein)). In addition, upon the earlier of December 31, 2008 and his termination without cause or as a result of his death or disability, Mr. Burns will be entitled to additional compensation in an aggregate amount equal to $75,000 for each full calendar year of service since January 1, 2006, up to an aggregate of $225,000 for service through December 31, 2008.

On March 21, 2006, the Company also entered into a letter agreement (the “Amendment to Employment Agreement”) with Mark P. Cantaluppi, amending his employment agreement dated May 18, 2005, pursuant to which he is appointed Chief Financial Officer of the Company and will remain Vice President of the Company. Previously, Mr. Cantaluppi was Vice President, Chief Accounting Officer and Director of Investor Relations of the Company since December 2000.

Item 5.02	Departure of Directors of Principal Officers; Election of Directors; Appointment
	of Principal Officers.

James J. Burns was appointed as the Vice Chairman of the Company on March 21, 2006. As Vice Chairman of the Company, Mr. Burns will not be entitled to be a member of the Board of Directors of the Company. In connection with such appointment, Mr. Burns relinquished his position as Senior Vice President and Chief Financial Officer of the Company, a position he held since December 2000. The material terms of the Employment Agreement between the Company and Mr. Burns are set forth in Item 1.01 above, and are incorporated herein by reference.

Concurrent with the appointment of Mr. Burns as Vice Chairman of the Company, Mark P. Cantaluppi was appointed as the Chief Financial Officer of the Company. Mr. Cantaluppi has been Vice President, Chief Accounting Officer and Director of Investor Relations of the Company since December 2000. He joined the Company in November 1999 as a Vice President, Controller and Director of Investor Relations. Mr. Cantaluppi is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. The material terms of the Amendment to Employment Agreement between the Company and Mr. Cantaluppi are set forth in Item 1.01 above, and are incorporated herein by reference.

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A copy of the press release announcing the appointments of Mr. Burns and Mr. Cantaluppi is attached hereto as Exhibit 99.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 21, 2006, the Board of Directors of the Company amended the Amended and Restated Bylaws of the Company to change the date for the annual meeting of stockholders to the period between June 1 through June 30.

Item 9.01		Financial Statements and Exhibits.
	(c)	Exhibits

3.4 Amendment to Amended and Restated Bylaws

10.1 Letter Agreement, dated as of March 21, 2006, between Wellsford Real Properties, Inc. and James J. Burns

10.2 Letter Agreement, dated as of March 21, 2006, between Wellsford Real Properties, Inc. and Mark P. Cantaluppi

99.1 Press Release dated March 22, 2006

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SIGNATURES

Pursuant to the requirements of the Securities 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.

By:	/s/ Mark P. Cantaluppi
	Mark P. Cantaluppi
	Vice President and Chief Financial Officer

Date: March 24, 2006

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EX-3

Exhibit 3.4

WELLSFORD REAL PROPERTIES, INC.

AMENDMENT TO BYLAWS

Section 2 of Article II of the Bylaws of Wellsford Real Properties, Inc. (the “Corporation”) is hereby deleted in its entirety and the following new Section 2 is substituted in lieu thereof:

Section 2.          ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on a date and at the time set by the Board of Directors during the month of June in each year.

Except as expressly amended hereby, the Bylaws of the Corporation shall continue in full force and effect in accordance with the provisions thereof.

EX-10

Exhibit 10.1

WELLSFORD REAL PROPERTIES, INC.

535 Madison Avenue, 26th Floor

New York, New York 10022

As of March 21, 2006

Mr. James Burns

390 Dogwood Lane

Manhasset, NY 11030

Dear Mr. Burns:

We are pleased to confirm the terms and conditions of your continued employment with Wellsford Real Properties, Inc. (the “Company”). This letter agreement (this “Agreement”) sets forth our understanding regarding your employment.

1.            Duties. The Company hereby employs you as Vice Chairman of the Company, to perform such services for the Company and its affiliated entities commensurate with your position as Vice Chairman of the Company as the Chairman of the Board and President of the Company shall designate from time to time in his discretion. It is understood and agreed that your position as Vice Chairman of the Company shall not entitle you to be a member of the Board of Directors of the Company. You shall devote approximately two business days each week, or such other time as may be reasonably requested by the Company from time to time, to the performance of your duties hereunder. We understand that you are currently a director of two outside companies.

2.            Term. The term of this Agreement shall commence as of the date hereof and, unless sooner terminated in accordance with the provisions of this Agreement, shall continue up to and including, December 31, 2008. The term of this Agreement may be extended by the written agreement of you and the Company.

3.            Salary. For all services rendered by you pursuant to this Agreement, you shall receive a salary determined by the Company at a rate per annum equal to at least $125,000 to be paid at such regular intervals, not less frequently than monthly, as the Company may establish from time to time with respect to its employees generally. Salary for all employees are reviewed each December and yours will be reviewed as part of that process.

4.            Bonuses. You will also be entitled to a minimum bonus of 50% of your then base salary for 2006, 2007 and 2008, which bonus shall be prorated, of course, for any partial calendar year during which the term of your employment terminates. Any bonus payable to you in excess of the amounts set forth above shall be at the Company’s sole discretion. Any

bonus payable to you shall be paid to you within 30 days of the end of the period for which the bonus is payable.

5.            Health Insurance & Benefits. You have elected to continue your Ernst & Young medicare and health insurance coverage, and the Company will reimburse you for the aggregate monthly premium payments thereof as long as such payments are less than the amount that would have been contributed by the Company towards your health coverage (based upon the insurance coverages afforded to all employees of the Company from time to time) if you had not so elected. You shall also be entitled to participate in the Company’s 401(k) Plan consistent with, and subject to, the terms of such plan. The Company may also provide you with other benefits in accordance with the policies of the Company in effect from time to time. You will be entitled to vacation at the rate of five weeks per calendar year.

6.            Expenses. You shall be reimbursed for all reasonable business related expenses incurred by you at the request of or on behalf of the Company in connection with the performance of your duties and responsibilities hereunder, consistent with, and subject to, the Company’s policies for expense reimbursement.

7. Termination.

(a) Your employment hereunder may be terminated by the Company (i) for Cause (as defined below) or (ii) for any reason other than Cause.

(b) “Cause” shall mean (i) you have committed fraud, willful misconduct or gross negligence in the performance of your obligations hereunder, (ii) you shall be convicted of a felony or (iii) you shall violate any of the terms, covenants or conditions of this Agreement.

8. Results of Termination.

(a) If your employment under this Agreement is terminated (i) by the Company by reason of Cause, (ii) as a result of your disability (as determined in the reasonable discretion of the Company), or (iii) as a result of your death or by you for any reason, you shall not be entitled to receive salary for periods following termination; provided, however, if your employment under this Agreement is terminated by the Company other than by reason of Cause or is terminated as a result of your disability or death, you shall be entitled to receive a bonus equal to 50% of your then base salary, which bonus shall be prorated based on the number of days in the calendar year in which the termination occurs which have elapsed prior to such termination.

(b) On the earlier of (i) December 31, 2008 or (ii) the termination of this Agreement (A) by the Company other than by reason of Cause or (B) as a result of your death or disability, then in addition to any bonus to which you are entitled pursuant to paragraph (a) above, you shall be entitled to receive a lump sum payment equal to $75,000 per full calendar year of service since January 1, 2006, up to an aggregate of $225,000 for service through December 31, 2008, such lump sum payment to be in lieu of any salary, bonus or other compensation which you would otherwise be entitled to under this Agreement. Subject to the execution and delivery by you of a release in favor of the Company in form and substance

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satisfactory to the Company, such lump sum shall be paid on the earlier of December 31, 2008 or within 60 days of the effective date of termination of this Agreement.

9.            Governing Law; Severability. This Agreement shall be governed and construed in accordance with the laws of the State of New York. If any provision of this Agreement is determined to be invalid, it shall not affect the validity or enforceability of any of the other remaining provisions hereof.

10.          Entire Agreement. This Agreement sets forth the entire agreement of the parties and is intended to supersede all prior employment negotiations, understandings and agreements (including, without limitation, the letter agreement, dated as of July 1, 2001, between you and the Company, as amended). No provision of this Agreement may be waived or changed, except by a writing signed by the party to be charged with such waiver or change. Notwithstanding the foregoing, this Agreement is subject to the policies of the Company in effect from time to time with respect to the terms of the employment of the Company’s employees.

11.          Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one and the same agreement.

Please acknowledge your agreement to the foregoing by signing this Agreement in the space indicated and returning it to the Company.

Very truly yours,

WELLSFORD REAL PROPERTIES, INC.

By:   /s/ Jeffrey H. Lynford                                          

Name:	Jeffrey H. Lynford
Title:	President

ACCEPTED AND AGREED TO:

/s/ James J. Burns                                

James J. Burns

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EX-10

Exhibit 10.2

WELLSFORD REAL PROPERTIES, INC

535 Madison Avenue, 26^th Floor

New York, New York 10022

As of March 21, 2006

Mr. Mark P. Cantaluppi

3 Chambers Place

Randolph, NJ 07869

Re: Your Employment Agreement dated May 18, 2005 (the "Employment Agreement")

Dear Mark:

This letter agreement (this “Amendment”) confirms our agreement to amend the terms of your Employment Agreement with Wellsford Real Properties, Inc. (the “Company”) in accordance with the provisions set forth below. Capitalized terms not defined in this Amendment shall have meanings ascribed to them in the Employment Agreement.

The specific amendments to the Employment Agreement shall be as follows:

1.            Paragraph 1 is amended by deleting each reference to “Vice President and Chief Accounting Officer” and substituting “Vice President and Chief Financial Officer” in lieu of each such reference.

2.            Paragraph 8(b) is amended by adding the following at the end thereof:

For purposes of this paragraph 8(b), if the Company elects not to renew this Agreement at the end of any term hereof, such non-renewal shall be considered a termination of the Agreement by the Company (which would then entitle you to amounts described herein).

Except as expressly modified hereby, the Employment Agreement shall remain unchanged and in full force and effect as executed. The Employment Agreement, as amended hereby, contains the entire understanding of and supersedes all prior agreements, written and verbal, with respect to the subject matter hereof and shall not be modified except in writing executed by the parties hereto.

This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the principles of conflict of law which might otherwise apply, and may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument.

If the foregoing accurately reflects your understanding of the provisions of your Employment Agreement that are being amended hereby, please so indicate by signing in the space provided below.

Very truly yours,

/s/ Jeffrey H. Lynford                                      

Jeffrey H. Lynford

President and Chief Executive Officer

ACCEPTED AND AGREED TO:

/s/ Mark P. Cantaluppi                          

Mark P. Cantaluppi

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EX-99

Exhibit 99.1

WELLSFORD REAL PROPERTIES, INC.
535 MADISON AVENUE	26TH FLOOR		NEW YORK, NY 10022
212-838-3400		Fax 212-421-7244

FOR IMMEDIATE RELEASE:

WELLSFORD REAL PROPERTIES, INC.

ANNOUNCES NEW VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER

New York, N.Y. March 22, 2006: Wellsford Real Properties, Inc. (AMEX: “WRP”) announced today that James J. Burns has been promoted to Vice Chairman of the Company from Chief Financial Officer. The promotion to Vice Chairman of the Company does not result in Mr. Burns becoming a board member. Mark P. Cantaluppi, currently the Chief Accounting Officer has been promoted to Chief Financial Officer.

WRP is a company in liquidation. WRP was formed to operate as a real estate merchant banking firm to acquire, develop, finance and operate real properties and invest in private and public real estate companies. Currently, the Company’s remaining primary operating activities are development, construction and sale of three residential properties.

Press Contact: Mark P. Cantaluppi

Vice President, Chief Financial Officer

Wellsford Real Properties, Inc.

(212) 838-3400