WELLSFORD REAL PROPERTIES, INC.
                         -------------------------------

                             ARTICLES SUPPLEMENTARY

                                 350,000 SHARES

                             CLASS A-1 COMMON STOCK

     Wellsford   Real   Properties,    Inc.,   a   Maryland   corporation   (the
"Corporation"),  hereby  certifies to the State  Department of  Assessments  and
Taxation of Maryland that:

     FIRST:  Under  a power  contained  in  Section  6.2 of the  charter  of the
Corporation  (the  "Charter"),  the Board of Directors of the  Corporation  (the
"Board of  Directors"),  by  resolutions  adopted by the Board of Directors at a
meeting held on April 20, 2000,  reclassified and designated 350,000 shares (the
"Shares")  of unissued  Common  Stock (as  defined in the  Charter) as shares of
Class A-1 Common Stock, $.01 par value per share (the "Class A-1 Common Stock"),
with the preferences,  conversion and other rights, voting powers, restrictions,
limitations as to dividends and other  distributions,  qualifications  and terms
and  conditions  of  redemption  as  set  forth  as  follows,  which,  upon  any
restatement  of the Charter shall be made part of Article VI, with any necessary
or  appropriate   changes  to  the  enumeration  or  lettering  of  sections  or
subsections hereof.

                             CLASS A-1 COMMON STOCK
                             ----------------------

     Section 1. CERTAIN DEFINITIONS.  For purposes of the terms of the Class A-1
Common Stock the following terms have the following meanings:

     "Affiliate"  shall  mean,  when used with  respect to a  specified  Person,
another Person that directly,  or indirectly through one or more intermediaries,
Controls  or is  Controlled  by or is  under  common  Control  with  the  Person
specified.

     "Beneficial Ownership" shall mean ownership of stock by a REIT who would be
treated as an owner of such shares of stock under Section 856(c)(5) of the Code.
The terms "Beneficial Owner", "Beneficially Owns" and "Beneficially Owned" shall
have correlative meanings.

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     "Business Day" shall mean any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions in New York City
are authorized or required by law, regulation or executive order to close.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time.

     "Common  Stock" shall mean the common stock,  $.01 par value per share,  of
the Corporation.

     "Class A-1 Common  Stock" shall mean the Class A-1 common  stock,  $.01 par
value per share, of the Corporation.

     "Control"  including the terms  "Controlling",  "Controlled  by" and "under
common  Control with",  shall mean the  possession,  direct or indirect,  of the
power to direct or cause the  direction  of the  management  and  policies  of a
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.

     "Convertible  Preferred  Securities"  shall mean the convertible  preferred
securities issued by the Trust,  representing  undivided beneficial interests in
the  assets  of the  Trust,  having  the  terms  set  forth  in  Annex  I to the
Declaration of Trust of the Trust, dated as of May 5, 2000.

     "Corporation" shall mean Wellsford Real Properties, Inc.

     "Debentures"   shall  mean  the  8.25%  Convertible   Junior   Subordinated
Debentures issued by the Corporation  pursuant to an Indenture,  dated as of May
5, 2000, between the Corporation and Wilmington Trust Company, as Trustee.

     "Liquidation Value", when used in connection with the Convertible Preferred
Securities  or the  Debentures,  shall  mean  $25.00  per  share of  Convertible
Preferred Securities or $25.00 per Debenture, as the case may be.

     "Person"  shall mean any  natural  person,  corporation,  business  or real
estate investment trust, joint venture,  association,  company,  partnership, or
government, or any agency or political subdivision thereof.

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     "REIT" shall mean a real estate  investment  trust under Section 856 of the
Code.

     "REIT Ownership  Limit" shall  initially mean nine and nine-tenths  percent
(9.9%) of the value of the outstanding Voting Stock of the Corporation.

     "Responsible  Officer" of any corporation  shall mean any executive officer
of  such  corporation,  and  any  other  officer  or  similar  official  thereof
responsible for the  administration  of the  obligations of such  corporation in
respect of the terms of the Class A-1 Common Stock.

     "Transfer" shall mean any sale, transfer,  redemption, gift, hypothecation,
pledge, assignment, devise or other
disposition  of Voting  Stock,  whether  voluntary  or  involuntary,  whether of
record,  constructively  or  beneficially  and  whether by  operation  of law or
otherwise.

     "Triggering  Event"  shall  mean any  event  undertaken  or  caused  by the
Corporation, which would result in ERP Operating Partnership, Equity Residential
Properties Trust or any Affiliate of either of them collectively to Beneficially
Own outstanding shares of Class A-1 Common Stock in excess of the REIT Ownership
Limit.

     "Trust"  shall  mean WRP  Convertible  Trust I, a trust  formed  under  the
Delaware  Business  Trust Act pursuant to a Certificate  of Trust filed with the
Secretary of State of Delaware on May 5, 2000.

     "Voting Stock" shall mean the Class A-1 Common Stock,  the Common Stock and
any  other  outstanding  shares  of stock of the  Corporation  entitled  to vote
generally in the election of directors.

     Section 2.  RIGHTS.  The  holders of Class A-1 Common  Stock shall have all
rights,   including,  but  not  limited  to,  voting,  dividend,   distribution,
liquidation  and other  rights of holders of shares of Common  Stock;  provided,
however,  holders of Class A-1 Common Stock shall have such additional rights as
provided herein.

     Section 3.

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     (a)  NOMINATION  RIGHTS.  The holders of the Class A-1 Common  Stock,  as a
class,  shall be entitled to nominate  one (1) nominee for election to the Board
of Directors of the  Corporation at each annual meeting of  shareholders  of the
Corporation at which the Class II Directors are to be elected so long as (i) ERP
Operating  Partnership  has  obligations  pursuant  to  that  certain  Agreement
Regarding  Palomino  Park  dated  as of  May  30,  1997  between  ERP  Operating
Partnership and the Corporation;  (ii) ERP Operating Partnership has obligations
pursuant to that certain Credit  Enhancement  Agreement dated as of May 30, 1997
between ERP Operating Partnership and the Corporation, or any agreement executed
by  the  parties  to  the  aforesaid  agreement  which  states  that  it  is  in
substitution  for the aforesaid  agreement;  or (iii) the aggregate  Liquidation
Value of the shares of  Convertible  Preferred  Securities  of the Trust and the
Debentures of the Corporation owned by ERP Operating Partnership is greater than
$10,000,000.

     (b) APPOINTMENT RIGHTS.  Upon the receipt by Equity Residential  Properties
Trust  ("EQR") of a ruling from the  Internal  Revenue  Service or an opinion of
counsel  satisfactory to EQR that the rights in this Section 3(b) will not cause
EQR to lose its  status  as a REIT  under  the  Code,  and in the event a person
nominated  by the  holders of the Class A-1 Common  Stock is not a member of the
Board of Directors of the Corporation at such time, the holders of the Class A-1
Common Stock, as a class,  shall be entitled to elect one (1) member (the "Class
A-1  Director") of the Board of Directors of the  Corporation so long as (i) ERP
Operating  Partnership  has  obligations  pursuant  to  that  certain  Agreement
Regarding  Palomino  Park  dated  as of  May  30,  1997  between  ERP  Operating
Partnership and the Corporation;  (ii) ERP Operating Partnership has obligations
pursuant to that certain Credit  Enhancement  Agreement dated as of May 30, 1997
between ERP Operating Partnership and the Corporation, or any agreement executed
by  the  parties  to  the  aforesaid  agreement  which  states  that  it  is  in
substitution  for the aforesaid  agreement;  or (iii) the aggregate  Liquidation
Value of the shares of  Convertible  Preferred  Securities  of the Trust and the
Debentures of the Corporation owned by ERP Operating Partnership is greater than
$10,000,000; provided, however, a Class A-1 Director may not hold office as such
a director  at the same time as a person  nominated  by the holders of the Class
A-1 Common Stock pursuant to Section 3(a). The Class A-1 Director may be removed
without  cause,  only by the  affirmative  vote of a  majority  of the Class A-1
Common Stock.

     Section 4. OPTIONAL CONVERSION.

     (a) Holders of Class A-1 Common Stock shall have the right,  exercisable at
any time and from time to time to convert  all or any shares of Class A-1 Common
Stock into shares of Common  Stock at a  conversion  rate of one share of Common
Stock for each  share of Class A-1 Common  Stock,  subject  to  adjustment  (the
"Conversion Rate").  Upon conversion,  no adjustment or payment will be made for
distributions,  but  if  any  holder  surrenders  Class  A-1  Common  Stock  for
conversion  after the close of  business on the record date for the payment of a
dividend  or  distribution  and prior to the  opening of business on the related
payment  date  of such  dividend  or  distribution  then,  notwithstanding  such
conversion,  the dividend or  distribution  payable on such payment date will be
paid to the registered holder of such shares on such record date.

     (b) Any holder of one or more shares of Class A-1 Common Stock  electing to
convert  such share or shares  shall  deliver the  certificate  or  certificates
therefor to the  principal  office of any transfer  agent for the Common  Stock,
with  the form of  notice  of  election  to  convert  as the  Corporation  shall
prescribe  fully  completed  and  duly  executed  and  (if  so  required  by the
Corporation or any conversion  agent)  accompanied by instruments of transfer in
form  satisfactory to the Corporation and to any conversion agent, duly executed
by the registered  holder or his duly authorized  attorney,  and transfer taxes,
stamps or funds therefor or evidence of payment  thereof.  The conversion  right
with  respect to any such shares  shall be deemed to have been  exercised at the
date upon which the  certificates  therefor  accompanied  by such duly  executed
notice of election and instruments of transfer and such taxes,  stamps, funds or
evidence  of  payment  shall have been so  delivered,  and the person or persons
entitled to receive the shares of the Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of the Common Stock upon said date.

     (c) If a holder converts shares of Class A-1 Common Stock,  the Corporation
shall pay any  documentary,  stamp or similar  issue or transfer  tax due on the
issuance of shares of Common  Stock upon the  conversion.  The holder,  however,
shall  pay to the  Corporation  the  amount  of any tax  which is due (or  shall
establish to the satisfaction of the Corporation  payment thereof) if the shares
are to be issued in a name other than the name of such

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holder and shall pay to the Corporation any amount required by the last sentence
of Section 4(a) hereof.

     (d) The Corporation  shall reserve and shall at all times have reserved out
of its  authorized  but unissued  shares of Common Stock a sufficient  number of
shares of Common Stock to permit the conversion of the then  outstanding  shares
of Class A-1 Common  Stock.  All shares of Common Stock which may be issued upon
conversion  of shares of Class A-1 Common Stock shall be validly  issued,  fully
paid and  nonassessable,  and not subject to preemptive or other similar rights.
In order that the  Corporation  may issue shares of Common Stock upon conversion
of shares of Class A-1 Common  Stock,  the  Corporation  will endeavor to comply
with all applicable  federal and state securities laws and will endeavor to list
such Common Stock to be issued upon  conversion on each  securities  exchange on
which the Common Stock is listed.

     (e) The  Conversion  Rate  in  effect  at any  time  shall  be  subject  to
adjustment from time to time as follows:

          (i) If the Corporation shall (1) reclassify the outstanding  shares of
     Common  Stock  into  shares of some  other  class or series of stock of the
     Corporation,  (2) subdivide the  outstanding  shares of Common Stock into a
     greater  number of shares of Common  Stock or (3) combine  the  outstanding
     shares of Common Stock into a smaller number of shares of Common Stock, the
     conversion rate immediately  prior to such action shall be adjusted so that
     the holder of any shares of Class A-1 Common Stock  thereafter  surrendered
     for conversion  shall be entitled to receive the number of shares of Common
     Stock which he would have owned immediately  following such action had such
     shares of Class A-1 Common Stock been converted  immediately prior thereto.
     An adjustment made pursuant to this Section 4(e)(i) shall become  effective
     immediately  after the  effective  date of a  subdivision,  combination  or
     reclassification.

          (ii) The Market  Price per share of the Common Stock on any date shall
     be deemed to be the average of the daily closing  prices for 30 consecutive
     trading days  commencing  45 trading days before the date in question.  The
     closing  price for each day shall be the last  reported  sales price or, in
     case no such  reported  sale

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     takes place on such date, the average of the reported closing bid and asked
     prices,  regular way, in either case on the New York Stock Exchange,  or if
     the Common Stock is not listed or admitted to trading on such Exchange,  on
     the  principal  national  securities  exchange on which the Common Stock is
     listed or  admitted  to trading or, if not listed or admitted to trading on
     any  national  securities  exchange,  the closing  sale price of the Common
     Stock or, in case no reported sale takes place,  the average of the closing
     bid and asked prices, on NASDAQ or any comparable  system, or if the Common
     Stock is not quoted on NASDAQ or any  comparable  system,  the closing sale
     price or, in case no reported sale takes place,  the average of the closing
     bid and asked  prices,  as  furnished  by any two  members of the  National
     Association of Securities  Dealers,  Inc. selected from time to time by the
     Corporation for that purpose.

          (iii)  In any case in  which  this  Section  4 shall  require  that an
     adjustment be made immediately following a record date, the Corporation may
     elect to defer (but only until five Business Days  following the mailing of
     the notice  described in Section  4(j))  issuing to the holder of any Class
     A-1 Common  Stock  converted  after such record  date the Common  Stock and
     other shares of stock of the Corporation issuable upon such conversion over
     and above the  Common  Stock and other  shares of stock of the  Corporation
     issuable  upon such  conversion  only on the basis of the  conversion  rate
     prior to adjustment; and, in lieu of the shares the issuance of which is so
     deferred, the Corporation shall issue or cause its transfer agents to issue
     appropriate evidence of the right to receive such shares.

     (f) No adjustment in the Conversion Rate shall be required until cumulative
adjustments  result  in a  change  of 1% or more of the  conversion  price as in
effect prior to the last adjustment of the Conversion Rate;  provided,  however,
that any  adjustment  which by reason of this Section 4(f) is not required to be
made  shall  be  carried  forward  and  taken  into  account  in any  subsequent
adjustment.  All calculations  under this Section 4 shall be made to the nearest
cent ($.01) or the nearest one-hundredth (1/100) of a share, as the case may be.

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     (g) If, as a result of an adjustment  made  pursuant to Section  4(e),  the
holder of any Class A-1 Common Stock thereafter surrendered for conversion shall
become  entitled  to receive any shares of stock of the  Corporation  other than
Common  Stock,  thereafter  the number of such other shares so  receivable  upon
conversion  of any Class A-1 Common  Stock shall be subject to  adjustment  from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in this Section 4.

     (h) The  Corporation  may make such  increases in the  Conversion  Rate, in
addition to those  required by Section 4(e), as is considered to be advisable in
order that any event treated for federal  income tax purposes as a  distribution
of shares or share rights shall not be taxable to the recipients thereof.

     (i)  Whenever  the  Conversion  Rate is  adjusted,  the  Corporation  shall
promptly mail to all holders of record of Class A-1 Common Stock a notice of the
adjustment and shall cause to be prepared a certificate  signed by the principal
financial officer of the Corporation  setting forth the adjusted Conversion Rate
and a brief statement of the facts requiring such adjustment and the computation
thereof;  such certificate shall forthwith be filed with each transfer agent for
the Class A-1 Common Stock.

     (j) If:

          (i)  the   Corporation   takes  any  action  which  would  require  an
               adjustment in the Conversion Rate, or

          (ii) the Corporation  consolidates or merges with, or transfers all or
               substantially  all of its  assets  to,  another  corporation  and
               shareholders of the Corporation must approve the transaction,

the  Corporation  shall mail to  holders  of shares of Class A-1 Common  Stock a
notice stating the proposed record or effective date of the transaction,  as the
case may be. The Corporation  shall mail the notice at least 10 days before such
date;  however,  failure  to mail such  notice or any defect  therein  shall not
affect the  validity  of any  transaction  referred to in clauses (i) or (ii) of
this Section 4(j).

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     (k) If any of the following shall occur,  namely: (i) any  reclassification
or change of  outstanding  shares of Common Stock  issuable  upon  conversion of
Class A-1 Common Stock  (other than a change in par value,  or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination),  (ii) any consolidation or merger to which the Corporation is a
party  other  than a  consolidation  or merger in which the  Corporation  is the
continuing  corporation and which does not result in any reclassification of, or
change (other than a change in name,  or par value,  or from par value to no par
value,  or from no par value to par value,  or as a result of a  subdivision  or
combination) in, outstanding shares of Common Stock or (iii) any sale,  transfer
or  lease  of  all or  substantially  all of the  property  or  business  of the
Corporation  as  an  entirety,  then  the  Corporation,  or  such  successor  or
purchasing  corporation,  as the case may be, shall, as a condition precedent to
such reclassification,  change, consolidation,  merger, sale, transfer or lease,
provide  in its  charter  that each  share of Class A-1  Common  Stock  shall be
convertible into the kind and amount of shares of stock and other securities and
property  (including  cash)  receivable  upon  such  reclassification,   change,
consolidation,  merger,  sale,  transfer  or lease by a holder of the  number of
shares of Common Stock  deliverable  upon conversion of such shares of Class A-1
Common Stock immediately prior to such reclassification,  change, consolidation,
merger,  sale,  transfer or lease.  Such provision in the charter document shall
provide  for  adjustments  which  shall  be  as  nearly  equivalent  as  may  be
practicable to the  adjustments  provided for in this Section 4. If, in the case
of any such reclassification,  change, consolidation,  merger, sale, transfer or
lease,  the shares of stock or other  securities and property  (including  cash)
receivable thereupon by a holder of the Common Stock includes shares of stock or
beneficial  interest or other  securities and property of a corporation or other
entity other than the successor or purchasing  corporation,  as the case may be,
in such  reclassification,  change,  consolidation,  merger,  sale,  transfer or
lease, then the charter of such other corporation,  as a condition  precedent to
such  transaction,  shall  contain  such  additional  provisions  to protect the
interests  of the  holders of Class A-1 Common  Stock as the Board of  Directors
shall reasonably  consider necessary by reason of the foregoing.  The provisions
of this  Section  4(k)  shall  similarly  apply  to  successive  consolidations,
mergers, sales, transfers or leases.

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     No holder of Class A-1 Common Stock will possess any  preemptive  rights to
subscribe for or acquire any unissued shares of the Corporation  (whether now or
hereafter  authorized)  or securities  of the  Corporation  convertible  into or
carrying a right to subscribe to or acquire shares of stock of the Corporation.

     Section 5. AUTOMATIC CONVERSION. Any outstanding shares of Class A-1 Common
Stock shall automatically convert, at the Conversion Rate, into shares of Common
Stock upon the  Transfer of such shares of Class A-1 Common  Stock to any Person
other than an Affiliate of Equity Residential  Properties Trust or ERP Operating
Partnership.  Such automatic  conversion shall be deemed to have occurred on the
date of such Transfer.

     Section 6.  PURCHASE OF SHARES OF VOTING STOCK IN EXCESS OF REIT  OWNERSHIP
LIMIT. If,  notwithstanding  the other provisions  contained in the terms of the
Class A-1 Common Stock,  a Triggering  Event shall occur,  then the  Corporation
shall (i) immediately deliver written notice of such Triggering Event to each of
Equity  Residential  Properties  Trust and ERP  Operating  Partnership  and (ii)
purchase  such shares of Class A-1 Common Stock in excess of the REIT  Ownership
Limit at a price per share  equal to the  Market  Price per share of the  Common
Stock no later than 25 days  following  the date of the  Triggering  Event which
resulted in the REIT  Beneficially  Owning  shares of Class A-1 Common  Stock in
excess of the REIT Ownership Limit.

     SECOND:  The Shares have been  classified  and  designated  by the Board of
Directors under the authority contained in the Charter.

     THIRD:  These  Articles  Supplementary  have been  approved by the Board of
Directors in the manner and by the vote required by law.

     FOURTH:  The undersigned  President of the Corporation  acknowledges  these
Articles Supplementary to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the  undersigned  President
acknowledges  that to the best of his knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.

     IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary
to be  executed  under seal in its name and on its behalf by its  President  and
attested to by its Secretary on this ___ of May, 2000.

ATTEST:                               WELLSFORD REAL PROPERTIES, INC



/s/ Jeffrey H. Lynford                By: /s/ Edward Lowenthal            (SEAL)
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Jeffrey H. Lynford                        Edward Lowenthal
Secretary                                 President

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