SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STRONG DAVID

(Last)

(First)

(Middle)

C/O WELLSFORD REAL PROPERTIES, INC.

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLSFORD REAL PROPERTIES INC [ WRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP for Development

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.02 per share	10/30/2006		M		42,816	A	$5.81	68,515	D
Common Stock, par value $.02 per share	10/30/2006		M		120,337	A	$5.81	188,852	D
Common Stock, par value $.02 per share	10/30/2006		M		7,089	A	$5.03	195,941	D
Common Stock, par value $.02 per share	10/30/2006		M		5,317	A	$4.6	201,258	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$5.81	10/30/2006		M			42,816	⁽¹⁾	05/29/2007	Common Stock	42,816	$0	0	D
Employee Stock Options	$5.81	10/30/2006		M			120,337	⁽²⁾	05/26/2007	Common Stock	120,337	$0	0	D
Employee Stock Options	$5.03	10/30/2006		M			7,089	⁽³⁾	12/09/2008	Common Stock	7,089	$0	0	D
Employee Stock Options	$4.6	10/30/2006		M			5,317	⁽⁴⁾	12/09/2009	Common Stock	5,317	$0	0	D

Explanation of Responses:

1. One-fourth of these options became exercisable on May 30 of each of the years 1999 through 2002.

2. One-third of these options became exercisable on May 30 of each of the years 1998 through 2000.

3. One-fifth of these options became exercisable on December 10 of each of the years 1999 through 2003.

4. One-fifth of these options became exercisable on December 10 of each of the years 2000 through 2004.

Remarks:

Mark P. Cantaluppi was granted a power of attorney to sign all Form 4s and Form 5s on behalf of David M. Strong for all derivative and non-derivative securities of Wellsford acquired, disposed of or beneficially owned by Mr. Strong, so long as Mr. Strong is an officer of Wellsford.

	/s/ Mark P. Cantaluppi, attorney-in-fact	11/01/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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