May 25, 2005


Mail Stop 4561

Mr. Lawrence Rothstein
Principal Financial Officer
HMG/Courtland Properties, Inc.
1870 S. Bayshore Drive
Coconut Grove, FL 33133

Re:	HMG/Courtland Properties, Inc.
	Form 10-KSB for the year ended December 31, 2004
	Filed March 31, 2005
	File No. 1-07865

Dear Mr. Rothstein:

      We have reviewed your response letter dated May 17, 2005 and
have the following additional comment.  In our comment, we ask you
to
provide us with supplemental information so we may better
understand
your disclosure.  After reviewing this information, we may or may
not
raise additional comments.

Consolidated Financial Statements

Note 3 - Acquisition of Restaurant, Marina and Office/Retail
Property, Coconut Grove, Florida, page 35

1. We have read your response to prior comment 1.  We note that
the
trademarks and other rights were not acquired but given to the
Company on a non-exclusive basis for $100.  However, based upon
your
disclosure on page 35, included in the acquired assets were
certain
trademarks and other rights in connection with the restaurant and
dock slips.  These statements appear to be contradictory in
nature.
In that regard, explain to us why a purchase price allocation
revision and a corresponding adjustment to income are not
appropriate.  We continue to believe that a trademark or other
mark,
if registered or otherwise provide legal protection, is an
intangible
asset that meets the contractual-legal criterion for recognition
apart from goodwill.  Refer to paragraph A15 of SFAS 141.

*    *    *    *


      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your response to our
comment
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your response to our comment.

      You may contact Rachel Zablow, Staff Accountant, at (202)
551-
3428 or the undersigned at (202) 551-3403 if you have questions.



						Sincerely,



Steven Jacobs
Accounting Branch Chief


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Mr. Lawrence Rothstein
HMG/Courtland Properties, Inc.
May 25, 2005
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