425

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):	April 3, 2007 (March 30, 2007)
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)
N/A
(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):

|x|	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.

On March 30, 2007, Wellsford Real Properties, Inc. (the "Company") entered into an amendment ("Amendment No. 1") to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 11, 2006, by and among the Company, Reis Services LLC, a wholly-owned subsidiary of the Company ("Merger Sub"), and Reis, Inc. ("Reis"), whereby the parties agreed to extend the date after which either the Company or Reis may terminate the Merger Agreement if the merger has not been consummated by that date. The date was changed from April 30, 2007 to May 31, 2007. Amendment No. 1 also corrected errors in an exhibit. A copy of Amendment No. 1 is filed as Exhibit 2.1 to this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	2.1	Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 30, 2007, by and among Wellsford Real Properties, Inc., Reis Services, LLC, and Reis, Inc.

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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, Chief Financial Officer
Date: April 3, 2007

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EX-2

EXECUTION COPY

AMENDMENT NO. 1 TO
MERGER AGREEMENT

          This AMENDMENT NO. 1 (this “Amendment No. 1”), dated as of March 30, 2007, to the Merger Agreement, dated as of October 11, 2006 (the “Merger Agreement”), is by and among Reis, Inc., a Delaware corporation (the “Company”), Wellsford Real Properties, Inc., a Maryland corporation (“Parent”), and Reis Services LLC, a Maryland limited liability company and wholly owned subsidiary of Parent (“Merger Sub”).

W I T N E S S E T H:

          WHEREAS, the Company, Parent, and Merger Sub are parties to the Merger Agreement;

          WHEREAS, the Company, Parent, and Merger Sub desire to amend the Merger Agreement as set forth herein; and

          WHEREAS, terms used herein but not otherwise defined shall have the respective meanings ascribed thereto in the Merger Agreement.

          NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Amendments to the Agreement.

1.1 Section 8.1(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:

“(b)        by the Company or Parent at any time after May 31, 2007 if the Merger shall not have been consummated on or before such date; provided that the right to terminate the Agreement under this clause (b) shall not be available to any party whose breach of a representation, warranty, covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date;"

2. Amendments to Exhibits.

2.1 Exhibit 2.5 to the Merger Agreement is hereby amended and restated in its entirety by replacing such Exhibit 2.5 with Exhibit A attached hereto.

3. Miscellaneous.

3.1 Full Force and Effect; Reservation of Rights. Except as specifically set forth in this Amendment No. 1, the Merger Agreement shall remain in full force and effect and is hereby ratified and confirmed. The parties acknowledge and agree that the execution and delivery of this Amendment No. 1 shall in no way limit or waive, or be deemed to limit or waive, any other terms, conditions, rights or covenants in the Merger Agreement.

3.2 Divisions and Headings. The divisions of this Amendment No. 1 into sections and subsections and the use of captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Agreement.

3.3 Governing Law. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

3.4 Counterparts; Facsimile. This Amendment No. 1 may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other party.

[Signature Page to Follow]

          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused this Amendment No. 1 to the Merger Agreement to be executed by their duly authorized representatives as of the date first written above.

REIS, INC.

By:

/s/ Jonathan T. Garfield

Name:	Jonathan T. Garfield
Title:	Executive Vice President

WELLSFORD REAL PROPERTIES, INC.
By:	/s/ Mark P. Cantaluppi

Name:	Mark P. Cantaluppi
Title:	VP - Chief Financial Officer

REIS SERVICES LLC
By:	/s/ Mark P. Cantaluppi

Name:	Mark P. Cantaluppi
Title:	VP - Chief Financial Officer

EXHIBIT A

EXHIBIT 2.5

Name	Position
Lloyd Lynford	President, Chief Executive Officer and Treasurer
Jonathan Garfield	Executive Vice President and Secretary
Jeffrey H. Lynford	Chairman
William Sander	Chief Operating Officer and Assistant Secretary
Mark P. Cantaluppi	Chief Financial Officer and Assistant Secretary
Michael Richardson	Vice President, Sales