AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

                  Agreement dated as of May , 2000 by and between Wellsford Real
Properties,  Inc. a Maryland  corporation  (the  "Company"),  and ERP  Operating
Limited Partnership, an Illinois limited partnership ("ERPOLP")

                               W I T N E S S E T H

     WHEREAS,  the  Company  and  ERPOLP  entered  into  a  Registration  Rights
Agreement dated as of May 30, 1997 (the "RR Agreement");

     WHEREAS, the Company does not intend to issue and ERPOLP does not intend to
acquire, the Preferred Stock, as defined in the RR Agreement;

     WHEREAS, pursuant to a Declaration of Trust of WRP Convertible Trust I (the
"Trust"),  dated May , 2000, the Trust intends to issue to ERPOLP $25,000,000 of
8.25% Preferred  Securities (as defined below) which are convertible into Common
Stock as defined in the RR Agreement; and

     WHEREAS, the parties hereto wish to amend the RR Agreement to eliminate the
registration  rights granted therein to ERPOLP to have  registered  Common Stock
issuable  upon  conversion  of  Preferred  Stock  and to  grant  to  ERPOLP  the
registration  rights  previously  granted with respect to Common Stock  issuable
upon the  conversion  of the Preferred  Stock to the Common Stock  issuable upon
conversion of the Securities.

     WHEREAS,  all of the  Company's  shares  of Class A Common  Stock are being
exchanged for an equal number of shares of the Company's Class A-1 Common Stock.

     NOW THEREFORE,  in  consideration  of the mutual covenants and undertakings
contained herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are hereby  acknowledged,  and subject to and on the terms
and conditions herein set forth, the parties hereto agree as follows:

     1.   The  definition of Shares in the RR Agreement is hereby  deleted and a
          new definition of shares to read as follows is hereby inserted in lieu
          thereof:

          "Shares shall mean Common Stock issuable or issued upon  conversion of
          all or any  portion of the  Preferred  Securities  or Class A-1 Common
          Stock of May __, 2000".

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     2.   The  definition  of  "Preferred  Stock" in the RR  Agreement is hereby
          deleted. A new definition of "Preferred Securities" to read as follows
          is hereby inserted:

          "Preferred   Securities"   shall  mean  the  8.25%  Convertible  Trust
          Preferred Securities issued by WRP Convertible Trust I.

     3.   Section 7 of the RR  Agreement is amended to state that the address of
          the  Company  to  which  notice  shall  be  sent  is  Wellsford   Real
          Properties,  Inc. 535 Madison Avenue,  26th Floor,  New York, New York
          10022, Attention: Chairman; Fax No. (212) 421-7244.

     4.   The RR  Agreement  shall  remain in full  force  and  effect as hereby
          modified.

     This  Agreement may be executed in one or more  counterparts  with the same
effect as if the  parties  executing  the  counterparts  had each  executed  one
instrument as of the day and year first above written.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


ERP OPERATING LIMITED PARTNERSHIP              WELLSFORD REAL PROPERTIES, INC.

By: Equity Residential Properties Trust,     By: /s/ Edward Lowenthal
      its general partner                       ----------------------------
                                                Name: Edward Lowenthal
By:                                             Title:   President
   ----------------------------
   Name:
   Title:

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