10KSB/A

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               FORM 10-KSB/A No. 1

          [X]  Annual Report under Section 13 or 15(d) of the Securities and
               Exchange Act of 1934

                   For the fiscal year ended December 31, 2004

          [ ]  Transition Report under Section 13 or 15(d) of the Securities and
               Exchange Act of 1934

                         Commission file number: 1-7865

                         HMG/COURTLAND PROPERTIES, INC.
                 (Name of Small Business issuer in its Charter)

              Delaware                                 59-1914299
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification Number)

1870 S. Bayshore Drive, Coconut Grove, Florida             33133
   (Address of principal executive offices)              (Zip Code)

         Issuer's telephone number, including area code: (305) 854-6803

           Securities registered pursuant to Section 12(b) of the Act:

                                                         Name of each exchange
            Title of class                               on which registered:
    Common Stock - Par value $1.00 per share            American Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                           Yes   [X]          No   [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this form 10-KSB. [X]

  DOCUMENTS INCORPORATED BY REFERENCE: See Item 13, for items incorporated by
  reference into this Annual Report on Form 10KSB. Exhibit Index: Page No.: 60

The issuer's revenues for its most recent fiscal year were $5,472,481

The aggregate market value of the voting stock held by non-affiliates of the
Registrant (excludes shares of voting stock held by directors, executive
officers and beneficial owners of more than 10% of the Registrant's voting
stock; however, this does not constitute an admission that any such holder is an
"affiliate" for any purpose) based on the closing price of the stock as traded
on the American Stock Exchange on March 28, 2005 was $4,576,556. The number of
shares outstanding of the issuer's common stock, $1 par value as of the latest
practicable date: 1,089,135 shares of common stock, $1 par value, as of March
28, 2005.

EX-31

EXHIBIT 31A: CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002

                        I, Maurice Wiener, certify that:

1. I have reviewed this annual report on Form 10-KSB of HMG/Courtland
Properties, Inc.

2. Based on my knowledge, this annual report does no contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer(s) and I have:

     a) designed such disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e)), or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
annual report is being prepared;

     b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

     c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     d) disclosed this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and








     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.


Date: April 22, 2005


 /s/ Maurice Wiener
Maurice Wiener, Principal Executive Officer

EX-32

EXHIBIT 31B: CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002

                      I, Lawrence Rothstein, certify that:

1. I have reviewed this annual report on Form 10-KSB of HMG/Courtland
Properties, Inc.

2. Based on my knowledge, this annual report does no contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer(s) and I have:

     a) designed such disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e)), or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
annual report is being prepared;

     b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

     c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     d) disclosed this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and








     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.


Date: April 22, 2005


 /s/ Lawrence Rothstein
Lawrence Rothstein, Principal Financial Officer

CORRESP

                                                     April 27, 2005



VIA EDGAR

Mr. Steven Jacobs
Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 0409
Washington, DC 20549

         Re:      HMG/Courtland Properties, Inc.
                  Form 10-KSB for the year ended December 31, 2004
                  File No. 1-07805
                  ___________________________________________

Dear Mr. Jacobs:

         This letter responds to the comments in your letter to HMG/Courtland
Properties, Inc. (the "Company"), dated April 21, 2005. The comments in your
letter related to the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004, as identified in the caption above. For ease of review,
your comments have been repeated below appearing in italics.

            1.          Please supplementlly advise us why you have not
                        allocated any of the purchase price to intangible assets
                        such as marketing-related intangible assets, including
                        "trademarks and other rights" or contract-based
                        intangible assets, such as service agreements or lease
                        agreements. Refer to paragraph 39 and A14 of SFAS 141.
                        Additionally, please advise us of any intangible assets
                        included in goodwill that do not meet the criteria for
                        recognition apart from goodwill.

            2.          Amend the exhibits to include all of the certifications
                        required by Exchange Act Rules 13a-14(a) and 15d-14(a).
                        Refer to Item 601 of Regulation S-B and Question 1 of
                        the Staff's Exemption Order on Management's Report on
                        Internal Control over Financial Reporting and Related
                        Auditor Report Frequently Asked Questions dated January
                        21, 2005 for guidance.

HMG/Courtland Properties, Inc. Responses

         1. In accordance with paragraph 39 of SFAS 141, we have not separately
allocated any of the purchase price to intangible assets because they do not
meet the criteria for recognition apart from goodwill. The acquired intangible






assets include trademarks and other rights that are not capable of being sold,
transferred, licensed, rented, exchanged, separated or divided from the acquired
assets.


         2. Exhibits 31A and B have been amended to include all of the
certifications required by Exchange Act Rules 13a-14(a) and 15d-14(a).

         We acknowledge that:

            o           The Company is responsible for the adequacy and accuracy
                        of the disclosure in the Form 10-KSB;

            o           Staff comments or changes to disclosure in response to
                        staff comments do not foreclose the Commission from
                        taking any action with respect to the Form 10-KSB; and

            o           The Company may not assert staff comments as a defense
                        in any proceeding initiated by the Commission or any
                        person under the federal securities laws of the United
                        States.

         Pursuant to your request and Rule 101 of Regulation S-T, this letter is
being filed via EDGAR. We trust that the above fully responds to your questions
and comments. If you have any additional questions or comments, please contact
me at your earliest convenience.

                                       Sincerely,


                                       /s/ Larry Rothstein
                                       -------------------
                                       Larry Rothstein
                                       Principal Financial Officer





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