S-8

As Filed with the Securities and Exchange Commission on June 6, 2006

REGISTRATION NO. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________

WELLSFORD REAL PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

_______________

MARYLAND	13-3926898
(State of Incorporation)	(I.R.S. Employer Identification No.)

535 Madison Avenue, 26thFloor, New York, New York 10022

(Address of Principal Executive Offices Including Zip Code)

WELLSFORD REAL PROPERTIES, INC. ROLLOVER STOCK OPTION PLAN

WELLSFORD REAL PROPERTIES, INC. 1997 MANAGEMENT INCENTIVE PLAN

(Full Title of the Plan)

_______________

Jeffrey H. Lynford

Chief Executive Officer

Wellsford Real Properties, Inc.

535 Madison Avenue, 26th Floor

New York, New York 10022

(212) 838-3400

(Name, Address and Telephone Number of Agent For Service)

Copies to:

Alan S. Pearce, Esq.

Bryan Cave LLP

1290 Avenue of the Americas

New York, New York 10104

(212) 541-2000

_______________

CALCULATION OF REGISTRATION FEE
Title of Each class of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $.02 per share	452,855 shares	$7.40	$3,351,127	$358.57
Common Stock, par value $.02 per share	94,890 shares	$7.40	$702,186	$75.13

(1) Plus such indeterminate number of shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the American Stock Exchange on June 1, 2006, a date within five business days prior to filing.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional (a) 452,855 shares of Wellsford Real Properties, Inc. (“Wellsford” or the “Company”) common stock, par value $.02 per share (“Common Stock”) to be issued pursuant to the Wellsford Real Properties, Inc. Rollover Stock Option Plan (the “Rollover Stock Option Plan”) and (b) 94,890 shares of the Company’s Common Stock to be issued pursuant to the Wellsford Real Properties, Inc. 1997 Management Incentive Plan (the “1997 Plan”).

Pursuant to and as permitted by General Instruction E to Form S-8, the contents of Wellsford’s Registration Statement on Form S-8, File No. 333-80539, including, without limitation, periodic reports that Wellsford filed or will file with the Securities and Exchange Commission (the “SEC”) after such Form S-8 to maintain current information about the Company, are hereby incorporated by reference herein, and the opinions and consents listed in Item 8 below are attached hereto.

This Registration Statement contains information required pursuant to Part II of Form S-8. The Registration Statement will be used for offers of shares of Common Stock of the Company pursuant to the Rollover Stock Option Plan and the 1997 Plan.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company incorporates by reference the following SEC filings into this registration statement:

• The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed on March 16, 2006;

• The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, filed on May 3, 2006;

• The Company’s Current Reports on Form 8-K, filed on January 31, 2006, March 13, 2006 and March 24, 2006; and

• The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 10 (File No. 001-12917) filed with the SEC on April 23, 1997, Form 8-K filed with the SEC on June 16, 2000, and the documents incorporated therein by reference, including any subsequently filed amendments and reports updating such description.

All documents filed by the Company and the Plans with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number Description

4.1 Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997).

4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997).

4.3 Specimen certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A Amendment No. 2 (File No. 001-12917) filed with the SEC on May 28, 1997).

4.4 Wellsford Real Properties, Inc. Rollover Plan (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form 10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on May 21, 1997).

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4.5 Wellsford Real Properties, Inc. 1997 Management Incentive Plan (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form 10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on May 21, 1997).

5.1 Opinion of Venable LLP regarding the legality of the shares of Common Stock being registered hereby.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Ernst & Young LLP.

23.3 Consent of Venable LLP (included in Exhibit 5.1).

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 6^th day of June, 2006.

WELLSFORD REAL PROPERTIES, INC.

By: /s/ Jeffrey H. Lynford                                    

Jeffrey H. Lynford

Chairman of the Board, Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title	Date
/s/ Jeffrey H. Lynford	Chairman of the Board, Chief		June 6, 2006
Jeffrey H. Lynford	Executive Officer, President and Director

/s/ Mark P. Cantaluppi	Vice President, Chief Financial Officer	June 6, 2006
Mark P. Cantaluppi
/s/ Bonnie R. Cohen	Director	June 6, 2006
Bonnie R. Cohen
/s/ Douglas Crocker II	Director	June 6, 2006
Douglas Crocker II
/s/ Meyer S. Frucher	Director	June 6, 2006
Meyer S. Frucher
	Director	June 6, 2006
Mark S. Germain
/s/ Edward Lowenthal	Director	June 6, 2006
Edward Lowenthal

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EXHIBIT INDEX

Exhibit Number Description

4.1 Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997).

4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-11 (File No. 333-32445) filed with the SEC on July 30, 1997).

4.3 Specimen certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A Amendment No. 2 (File No. 001-12917) filed with the SEC on May 28, 1997).

4.4 Wellsford Real Properties, Inc. Rollover Plan (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form 10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on May 21, 1997).

4.5 Wellsford Real Properties, Inc. 1997 Management Incentive Plan (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form 10/A Amendment No. 1 (File No. 001-12917) filed with the SEC on May 21, 1997).

5.1 Opinion of Venable LLP regarding the legality of the shares of Common Stock being registered hereby.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Ernst & Young LLP.

23.3 Consent of Venable LLP (included in Exhibit 5.1).

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EX-5

Exhibit 5.1

June 6, 2006

Wellsford Real Properties, Inc.

535 Madison Avenue, 26^th Floor

New York, New York 10022

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Wellsford Real Properties, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to 547,745 shares (the “Shares”) of common stock, $.02 par value per share, of the Company (the “Common Stock”), including (a) 452,855 shares of Common Stock issuable under the Company’s Rollover Stock Option Plan (the “Stock Option Plan”) and (b) 94,890 shares of Common Stock issuable under the Company’s 1997 Management Incentive Plan (the “1997 Incentive Plan” and, together with the Stock Option Plan, the “Plans”). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.           The Registration Statement;

2.           The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.           The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4.           A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5.           Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the adoption of the Plans and the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

Wellsford Real Properties, Inc.

June 6, 2006

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6.           The Plans;

7.           A certificate executed by an officer of the Company, dated as of the date hereof; and

8.           Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.            Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2.            Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.            Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.            All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.            The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

Wellsford Real Properties, Inc.

June 6, 2006

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2.            The issuance of the Shares has been duly authorized and, when and to the extent issued in accordance with the Registration Statement, the Resolutions and the applicable Plan, the Shares will be (assuming that, upon issuance, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter) validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ VENABLE LLP

EX-23

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 547,745 common shares of Wellsford Real Properties, Inc. to be issued pursuant to the Wellsford Real Properties, Inc. Rollover Stock Option Plan and Wellsford Real Properties, Inc. 1997 Management Incentive Plan of Wellsford Real Properties, Inc., of our reports dated March 13, 2006 with respect to the consolidated financial statements and schedule of Wellsford Real Properties, Inc. and Subsidiaries, Wellsford Real Properties, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Wellsford Real Properties, Inc. and Subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Chicago, Illinois

June 6, 2006

EX-23

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 547,745 common shares of Wellsford Real Properties, Inc. to be issued pursuant to the Wellsford Real Properties, Inc. Rollover Stock Option Plan and Wellsford Real Properties, Inc. 1997 Management Incentive Plan of Wellsford Real Properties, Inc., of our report dated January 31, 2006 with respect to the consolidated financial statements of Wellsford/Whitehall Group, L.L.C. and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, changes in members’ equity, and cash flows for each of the three years in the period ended December 31, 2005, which report appears in the December 31, 2005 Annual Report (Form 10-K) of Wellsford Real Properties, Inc.

/s/ ERNST & YOUNG LLP

Dallas, Texas

June 6, 2006