8-K

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): June 14, 2001 (June 7, 2001)

WELLSFORD REAL PROPERTIES, INC.

(Exact name of Registrant as Specified in its Charter)

Maryland

(State or other Jurisdiction of Incorporation)

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

535 Madison Avenue, New York, New York                           10022

                                 (Address of Principal Executive Offices)                         (Zip Code)

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

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

Item 5. Other Events.

        On June 7, 2001, Wellsford Real Properties, Inc., a Maryland corporation ("Wellsford"), entered into an agreement with Mutual Beacon Fund, Mutual Qualified Fund and Mutual Beacon Fund (Canada) (the "Funds"), to purchase 2,020,784 of Wellsford's outstanding common shares from the Funds at $18.10 per share, for a total consideration of approximately $36.6 million. On June 8, 2001 the transaction was consummated. Franklin Mutual Advisers, LLC is the investment adviser for the Funds. In completing this transaction, Wellsford has reduced the total outstanding shares of its common stock by approximately 24% to approximately 6.3 million shares.

Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.

            (c)     Exhibits

                     99.1          Press Release.

                     10.114      Letter Agreement, dated as of June 7, 2001 between Wellsford Real Properties,                                       Inc. and Mutual Beacon Fund, Mutual Qualified Fund and Mutual Beacon Fund                                       (Canada).

SIGNATURE

        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 thereunto duly authorized.

Date: June 14, 2001

WELLSFORD REAL PROPERTIES, INC.


By: /s/ James J. Burns                            
Name: James J. Burns
Title: Senior Vice President
          Chief Financial Officer

EX-99

Exhibit 99.1


FOR IMMEDIATE RELEASE:
- ---------------------
                         WELLSFORD REAL PROPERTIES, INC.
                           ANNOUNCES REPURCHASE OF 24%
                        OF ITS OUTSTANDING COMMON SHARES
                        --------------------------------


NEW YORK, June 7, 2001 -- Wellsford Real Properties, Inc. (AMEX: WRP) today
announced that it has agreed to repurchase approximately two million shares of
its outstanding common stock from an institutional investor. The shares were
repurchased at $18.10 per share, for total consideration of $36.6 million from
available cash. The price at which the shares were purchased was the market
price at the time of the agreement.

Jeffreey h. Lynford, Chairman of the Company stated, "As a result of this
repurchase, we have increased our book value from $26.10 per share at March 31,
2001 to $28.65 per share on a pro forma basis, an accretion of 9.8%."

Certain statements in this press release constitute "forward-looking statemnts"
under federal securities laws and involve known and unknown risks, uncertainties
and other factors which may cause the actual results to be materially different
from any future results implied by such forward-loking statements. Such factors
include the satisfaction of conditions to the closing of the share repurchase.

Wellsford Real Properties is a real estate merchant banking firm headquartered
in New York City, which acquires, finances, develops and operates real
properties and organizes and invests in private and public real estate
companies.

Press Contact:  Mark P. Cantaluppi
                Vice President -- Chief Accounting Officer & Director of
                                  Investor Relations
                Wellsford Real Properties, Inc.
                (212) 838-3400

EX-10

Exhibit 10.114

                         Wellsford Real Properties, Inc.
                               535 Madison Avenue
                            New York, New York 10022


                                                                    June 7, 2001
Mutual Beacon Fund
Mutual Qualified Fund
Mutual Beacon Fund (Canada)
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, NJ 07078

Ladies and Gentlemen:

     It is our understanding that the funds set forth on Exhibit A hereto (the
"Funds") for which Franklin Mutual Advisers, LLC ( "Franklin") is the sole
investment advisor own 2,020,784 shares of common stock, par value $.02 per
share, of Wellsford Real Properties, Inc. ("WRP") (all such shares are referred
to herein as the "Shares") as set forth on said Exhibit A. This will confirm our
agreement that WRP shall purchase (the "Purchase"), and Franklin and the Funds
shall sell, all of the Shares for a purchase price (the "Purchase Price") of
$18.10 per share (equal to an aggregate of $36,576,191.40 for all of the
Shares). Upon confirmation by WRP that all of the Shares have been deposited
with Robinson Silverman Pearce Aronsohn & Berman LLP in proper form for
transfer, WRP shall promptly wire the Purchase Price, in immediately available
funds, to an account designated in writing by Franklin.

     In connection with the Purchase, the Funds and Franklin hereby represent
and warrant to WRP as follows:

     (a) Franklin is the sole investment advisor, manager and agent for the
Funds and has full power and authority, on behalf of the Funds, to enter into
this agreement to sell the Shares to WRP.

     (b) Each Fund is the sole beneficial owner of, and has good and valid
title to the Shares set forth opposite its name on Exhibit A hereto, free and
clear of any and all liens, pledges, encumbrances, charges, agreements or
claims of any kind whatsoever. The Shares represent all of the shares of common
stock of WRP owned by the Funds, Franklin and any other funds for which
Franklin acts as advisor, manager or agent.

    (c) Each Fund and Franklin has the requisite limited liability company,
corporate or partnership power, as the case may be, and authority to execute,
deliver and perform its obligations under this letter agreement and to sell,
transfer and deliver the Shares set forth opposite its name on Exhibit A hereto
as provided in this letter agreement, and the delivery of the Shares set forth
opposite its name on Exhibit A hereto to WRP as provided in this letter
agreement will convey to WRP good and marketable title to the Shares set forth
opposite its name on Exhibit A hereto, free and clear of any and all liens,
pledges, encumbrances, charges, agreements or claims of any kind whatsoever.



Mutual Beacon Fund
Mutual Qualified Fund
Mutual Beacon Fund (Canada)
Franklin Mutual Advisers, LLC
June 7, 2001
Page 2


     (d) The execution and delivery of this letter agreement, and the
consummation of the transactions contemplated hereby, has been duly authorized
by all necessary limited liability company, corporate or partnership action, as
the case may be, of Franklin and the Funds. This letter agreement has been duly
executed and delivered by the Funds and Franklin and constitutes the legal,
valid and binding obligation of Franklin and the Funds, enforceable against
each of them in accordance with its terms.

     (e) Neither the Funds nor Franklin are a party to, subject to or bound by,
any agreement, judgment, order, writ, injunction or decree of any court or
governmental body which are in conflict with or would prevent the performance
by the Funds or Franklin of their obligations under this letter agreement.

     (f) The Funds and Franklin are fully familiar with the business and
financial condition of WRP and have made whatever inquiries and received
whatever information they deemed necessary in connection with the sale of the
Shares. The Funds and Franklin have had an opportunity to ask questions of, and
receive answers from, officers of WRP concerning WRP and its businesses,
financial condition and prospects, and all such questions, if any, have been
answered to the full satisfaction of the Funds and Franklin.

     (g) The Funds and Franklin understand that WRP is engaged in discussions
relating to various transactions, some of which, if consummated, may be
material, and that it is selling the Shares to WRP understanding that certain
of those transactions may be consummated.

     In consideration of the Purchase, the Funds agree and Franklin agrees for
itself and on behalf of any funds, for which it acts now or hereafter as
advisor, manager and agent that they will not acquire any shares of common
stock of WRP prior to June 7, 2004.

In addition, the Funds and Franklin agree that they will vote the Shares
for the election of WRP's nominees for directors of WRP at WRP's June 15, 2001
annual meeting of stockholders or any adjournment thereof.

It is understood and agreed that no failure or delay by either party hereto
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege
hereunder.


Mutual Beacon Fund
Mutual Qualified Fund
Mutual Beacon Fund (Canada)
Franklin Mutual Advisers, LLC
June 7, 2001
Page 3

This agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, without regard to the principles of conflict of
laws thereof. This agreement may not be assigned in whole or in part by either
party without the prior written consent of the other party. This Agreement sets
forth the entire agreement of the parties with respect to the subject matter
hereof. This agreement may be executed in counterparts, each of which shall be
deemed to be an original, and all of which shall constitute the same agreement.

                                               Very truly yours,


                                               WELLSFORD REAL PROPERTIES, INC.


                                               By: /s/ Jeffrey H. Lynford
                                                   ---------------------------
                                                       Title: Chairman

Agreed:

Mutual Beacon Fund
Mutual Qualified Fund
Mutual Beacon Fund (Canada)

By:  FRANKLIN MUTUAL ADVISERS, LLC,
        its investment advisor

By: /s/ Bradley Takahashi
      Title: Assistant Vice President


FRANKLIN MUTUAL ADVISERS, LLC,


By: /s/ Bradley Takahashi
      Title: Assistant Vice President


Mutual Beacon Fund
Mutual Qualified Fund
Mutual Beacon Fund (Canada)
Franklin Mutual Advisers, LLC
June 7, 2001
Page 4
                                    EXHIBIT A


Name of Fund and              Record Owner                 Number of Shares
Beneficial Owner

Mutual Beacon Fund            MSF - Mutual Beacon Fund            150*
Mutual Beacon Fund            Cede & Co.                      791,460**
Mutual Qualified Fund         Bosworth & Co.                1,138,592*
Mutual Qualified Fund         Cede & Co.                       63,582**
Mutual Beacon Fund (Canada)   Cede & Co.                       27,000*

*  -   Certificate
** -   DTC