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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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                                    FORM 10-Q
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{X}   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended                    September 30, 1996
                                    --------------------------------------------

                                       OR

{  }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from      ----------------     to     ----------------

Commission file number                                 1-11550
                                 -----------------------------------------------

                      Wellsford Residential Property Trust
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             (Exact name of registrant as specified in its charter)

              Maryland                                    13-3675988
--------------------------------------       -----------------------------------
  (State or other  jurisdiction of            (IRS Employer Identification No.)
  incorporation  or  organization)

                      610 Fifth Avenue, New York, NY 10020
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (212) 333-2300
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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
         ---------                   --------

Number of common shares of beneficial interest,  $.01 par value,  outstanding as
of November 15, 1996: 17,104,359

================================================================================

<PAGE>

                      WELLSFORD RESIDENTIAL PROPERTY TRUST
                                    FORM 10-Q

--------------------------------------------------------------------------------
                                      INDEX
--------------------------------------------------------------------------------

                                                                         Page
                                                                        Number
                                                                       --------

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements
            Consolidated Balance Sheets as of
            September 30, 1996 (unaudited)
            and December 31, 1995 ......................................  3

            Consolidated Statements of Operations
            (unaudited) for the three
            and nine months ended September 30, 1996 and 1995 ..........  4

            Consolidated Statements of Cash Flows (unaudited) for
            the nine months ended September 30, 1996 and 1995 ..........  5

            Notes to Consolidated Financial Statements (unaudited) .....  6

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations ........................  8

PART II.    OTHER INFORMATION .......................................... 11

            SIGNATURES ................................................. 12

                                       2

<PAGE>

             WELLSFORD RESIDENTIAL PROPERTY TRUST AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


                                             September 30,         December 31,
                                                 1996                  1995
                                             -------------         ------------
ASSETS                                        (Unaudited)

Real estate assets, at cost:
   Land .................................... $ 107,724,296        $ 105,121,296
   Buildings and improvements ..............   621,593,451          605,087,385
                                             -------------        -------------
                                               729,317,747          710,208,681
      Less, accumulated depreciation .......   (77,391,952)         (58,490,833)
                                             -------------        -------------
                                               651,925,795          651,717,848
   Construction in progress ................    44,152,513           26,189,876
                                             -------------        -------------
                                               696,078,308          677,907,724
Cash and cash equivalents ..................     7,979,044           29,444,008
Restricted cash ............................     9,812,876           12,916,328
Note receivable ............................    17,800,000              --
Deferred financing costs ...................     5,092,396            5,928,869
Prepaid and other assets ...................     3,060,521            3,441,408
                                             -------------        -------------

Total Assets ............................... $ 739,823,145        $ 729,638,337
                                             =============        =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
   Senior unsecured notes .................. $ 223,446,986        $ 223,306,778
   Mortgage notes payable ..................    83,299,168           77,136,941
   Unsecured credit facilities .............    26,000,000              --
   Accrued expenses and other liabilities ..    10,812,069           16,403,724
   Dividends payable .......................    11,430,568           11,310,053
   Security deposits .......................     3,130,949            3,122,229
                                             -------------        -------------
Total Liabilities ..........................   358,119,740          331,279,725
                                             -------------        -------------

Commitments and contingencies ..............       --                   --

Shareholders' Equity:
   Shares of beneficial interest,
   100,000,000 shares authorized -
      3,999,800 Series A Convertible
      Preferred Shares, $.01 par value
      per share, liquidation preference
      $25 per share, issued and
      outstanding; .........................        39,998               39,998
      2,300,000 Series B Preferred Shares,
      $.01 par value per share, liquidation
      preference $25 per share,
      issued and outstanding; ..............        23,000               23,000
      17,099,935 and 17,026,342 Common
      Shares, $.01 par value  per share,
      issued and outstanding at September
      30, 1996 and December 31, 1995,
      respectively .........................       170,999              170,264
   Paid in capital in excess of par value ..   461,298,347          459,634,825
   Distributions in excess of net income ...   (72,544,562)         (55,284,084)
   Deferred compensation and shareholder
   loans receivable ........................    (7,284,377)          (6,225,391)
                                             -------------        -------------

Total Shareholders' Equity .................   381,703,405          398,358,612
                                             -------------        -------------

Total Liabilities and Shareholders' Equity . $ 739,823,145        $ 729,638,337
                                             =============        =============

See accompanying notes.

                                       3

<PAGE>
<TABLE>

              WELLSFORD RESIDENTIAL PROPERTY TRUST AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                           Three Months Ended              Nine Months Ended
                                             September 30,                   September 30,
                                      ----------------------------    ----------------------------
                                          1996            1995            1996            1995
                                      ------------    ------------    ------------    ------------
 <S>                                  <C>             <C>             <C>             <C>
    Rental income ..................  $ 30,867,109    $ 30,412,342    $ 91,927,097    $ 92,729,331
    Other income ...................     1,422,872       1,256,973       4,188,626       3,925,625
    Interest income ................       462,684         997,042       1,036,639       1,407,961
                                      ------------    ------------    ------------    ------------
       Total Revenue                    32,752,665      32,666,357      97,152,362      98,062,917
                                      ------------    ------------    ------------    ------------

 EXPENSES
    Property operating and
       maintenance .................    10,572,609      10,946,077      30,476,387      30,416,293
    Real estate taxes ..............     2,209,733       2,223,406       7,071,939       7,225,919
    Depreciation and amortization ..     6,613,789       6,686,373      19,630,133      20,173,985
    Property management ............     1,078,700       1,212,780       3,450,957       3,765,085
    Interest .......................     5,745,851       7,164,290      16,908,535      21,358,191
    General and administrative .....       783,837         623,840       2,592,795       3,067,707
                                      ------------    ------------    ------------    ------------
       Total Expenses ..............    27,004,519      28,856,766      80,130,746      86,007,180
                                      ------------    ------------    ------------    ------------

 Gain(loss) on sale of communities .       --             (162,849)        --              515,769
 (Loss) on JV communities ..........       (16,334)        (71,154)        (52,639)       (300,174)
                                      ------------    ------------    ------------    ------------

 Net income before extraordinary
    items ..........................     5,731,812       3,575,588      16,968,977      12,271,332

 Extraordinary item - (loss) on
    early extinguishment of debt ...       --           (5,129,364)        --           (5,129,364)
                                      ------------    ------------    ------------    ------------
 Net income (loss) after
    extraordinary items ............     5,731,812      (1,553,776)     16,968,977       7,141,968

 Preferred dividends ...............     3,137,100       2,335,580       9,411,300       5,835,580
                                      ------------    ------------    ------------    ------------

 Income (loss) available for
    common shareholders ...........   $  2,594,712    $ (3,889,356)   $  7,557,677    $  1,306,388
                                      ============    ============    ============    ============

 Net income (loss) per common share
    before extraordinary items ....   $       0.15    $       0.07    $       0.44    $       0.38
                                      ============    ============    ============    ============

 Net income (loss) per common share
    after extraordinary items .....   $       0.15    $      (0.23)   $       0.44    $       0.08
                                      ============    ============    ============    ============
 Weighted average number of common
    shares outstanding ............     17,053,683      16,944,495      17,041,029      16,921,199
                                      ============    ============    ============    ============

 Cash dividends declared per common
    share .........................   $      0.485    $      0.480    $      1.455    $      1.440
                                      ============    ============    ============    ============

 See accompanying notes.
</TABLE>

                                       4

<PAGE>

              WELLSFORD RESIDENTIAL PROPERTY TRUST AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                Nine Months Ended September 30,
                                                -------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:               1996               1995
                                                ------------       ------------
   Net income ..............................    $ 16,968,977       $  7,141,968
   Adjustments to reconcile net income to
      net cash provided by operating
      activities:
      Depreciation and amortization ........      20,123,736         22,552,596
      Amortization of deferred
      compensation and shareholder loans
      receivable ...........................         191,014            389,942
      (Gain) loss on sale of communities ...         --                (515,769)
      Non-cash loss on early extinguishment
      of debt ..............................         --               3,950,399
      Decrease (increase) in assets
         Escrow cash .......................          59,106          1,416,760
         Debt service reserve ..............       3,044,346         (1,077,327)
         Rent receivables ..................        (176,465)           263,266
         Prepaid and other assets  .........         222,482             90,457
      (Decrease) increase in liabilities
         Accounts payable ..................      (1,796,054)           932,170
         Accrued expenses and other
         liabilities .......................      (3,795,601)        (2,406,278)
         Security deposits .................           8,720             29,107
                                                ------------       ------------
      Net cash provided by operating
      activities ...........................      34,850,261         32,767,291
                                                ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net proceeds from sale of real estate
   assets ..................................         --              16,633,289
   Investment in real estate assets ........     (25,671,703)       (16,571,243)
   Investment in note receivable ...........     (17,800,000)           --
                                                ------------       ------------
      Net cash provided by (used in)
      investing activities .................     (43,471,703)            62,046
                                                ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from mortgage notes payable ....         --                 794,971
   Net proceeds from senior
   unsecured notes..........................         --             223,205,050
   Net proceeds (payment) from credit
   facilities ..............................      26,000,000       (140,000,000)
   Payment of deferred financing costs .....         (96,783)        (4,362,601)
   Principal payments on mortgage notes ....      (5,052,056)      (145,547,966)
   Distributions to shareholders ...........     (34,108,941)       (29,092,331)
   Net proceeds from dividend
   reinvestment plan .......................         404,788            784,261
   Net proceeds from preferred equity
   offering ................................         --              55,426,733
   Net proceeds from exercise of options ...           9,470            --
                                                ------------       ------------
      Net cash provided by (used in)
      financing activities .................     (12,843,522)       (38,791,883)
                                                ------------       ------------

   Net (decrease) in cash and cash
   equivalents .............................     (21,464,964)        (5,962,546)
   Cash and cash equivalents, beginning
   of period ...............................      29,444,008         13,152,692
                                                ------------       ------------
   Cash and cash equivalents, end of
   period ..................................    $  7,979,044       $  7,190,146
                                                ============       ============

SUPPLEMENTAL INFORMATION:
   Cash paid during the period for
   interest ................................    $ 22,123,549       $ 18,002,168
   Third quarter dividends declared ........    $ 11,430,568       $ 10,471,197

SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES:
   Cost of assets acquired .................    $ 17,512,162       $    --
   Net cash paid ...........................      (6,312,162)           --
                                                ------------       ------------
   Purchase money and other mortgage
   notes assumed ...........................    $ 11,200,000       $    --
                                                ============       ============

   Net sales price of assets sold ..........    $    --            $ 29,198,289
   Net cash received .......................         --             (16,633,289)
                                                ------------       ------------
   Note receivable .........................    $    --            $ 12,565,000
                                                ============       ============

See accompanying notes.

                                       5

<PAGE>

                WELLSFORD RESIDENTIAL PROPERTY TRUST AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    General

      Wellsford Residential Property Trust and Subsidiaries (the "Company") is a
      fully integrated and self administered equity real estate investment trust
      ("REIT")  engaged  in  the  acquisition,   development  and  operation  of
      multifamily  communities  located in the Southwest  and Pacific  Northwest
      regions of the United States.  At September 30, 1996, the Company owned 75
      multifamily  communities  containing 18,576 units.  After the developments
      completed  in October  1996,  described in Note 2, the Company owns 18,974
      units.

      The  accompanying  financial  statements  and related notes of the Company
      have been  prepared  in  accordance  with  generally  accepted  accounting
      principles for interim  financial  reporting and the  instructions to Form
      10-Q and Rule 10-01 of Regulation S-X.  Accordingly,  certain  information
      and  footnote   disclosures  normally  included  in  financial  statements
      prepared  under  generally  accepted   accounting   principles  have  been
      condensed or omitted  pursuant to such rule. In the opinion of management,
      all  adjustments  considered  necessary  for a  fair  presentation  of the
      Company's  financial  position,  results of operations and cash flows have
      been included and are of a normal and recurring  nature.  These  financial
      statements  should be read in conjunction with the Company's Annual Report
      on Form 10-K for the year ended December 31, 1995.

2.    Real Estate Investments

      In October 1996,  the Company  completed  two  development  projects.  The
      Village  at  Bear  Creek  II,  a  Denver,   Colorado  apartment  community
      contiguous to the Company's  existing Bear Creek  community,  contains 216
      units and was developed at a cost of $18.8 million,  including  settlement
      of the developer's  fixed price  contract.  The operations of the two Bear
      Creek  communities  have  been  combined.   Seeley  Lake  III,  a  Tacoma,
      Washington  apartment community developed as an expansion to the Company's
      Village at Seeley Lake community,  contains 182 units and was developed at
      a cost of $9.5 million.

      In July 1996,  the Company  originated a $17.8  million  mortgage on a 344
      unit, newly constructed community in Tucson,  Arizona known as Sonterra at
      Williams  Centre (the "Sonterra  Mortgage").  The Sonterra  Mortgage bears
      interest at 9% per annum,  matures in June 1999 and  provides  the Company
      with the  exclusive  option to purchase the  community  for $20.5  million
      through December 1997 and $21 million until December 1998.

      In May 1996,  the Company  purchased a parcel of land in Denver,  Colorado
      for $2.1 million.  The land is located  contiguous  to the Company's  Blue
      Ridge  development  and will  represent  the second phase of the Company's
      Palomino Park project.

      In April 1996, the Company,  through a wholly-owned  subsidiary,  acquired
      Marks  West,  a  multifamily  community  containing  280 units  located in
      Denver,  Colorado,  for  approximately $18 million including the estimated
      cost for certain  capital  improvements.  The  acquisition was funded from
      cash on hand  and the  assumption  of $11.2  million  of  tax-exempt  bond
      financing. During October 1996, the Company remarketed the bonds which now
      bear  interest  at 6.65%  and  have a term of 30  years.  The  community's
      operations  have  been  combined  with  those of The  Marks,  an  existing
      community located contiguous to Marks West.

                                      6

<PAGE>

               WELLSFORD RESIDENTIAL PROPERTY TRUST AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


3.    Capitalization

      In October  1996,  the Company  drew $20 million on its  unsecured  credit
      facility  with The  First  National  Bank of Boston  (the  "Bank of Boston
      Credit  Facility"),  primarily  to  settle  the  developer's  fixed  price
      contract on the Company's  Village at Bear Creek II  development  upon its
      completion.

      In  September  1996,  three  shareholders  who are officers of the Company
      purchased  54,052 of the  Company's  common  shares at the average  market
      price of $23.125 per share.  The Company  financed  these  purchases  with
      loans that are secured by the shares,  bear no interest  and mature in ten
      years. One twentieth of each loan will be forgiven each year for ten years
      so long as the officer is still employed by the Company.

      During the second  and third  quarters  of 1996,  the  Company  drew $26.0
      million  on the Bank of Boston  Credit  Facility  to  purchase a parcel of
      land, fund the Sonterra Mortgage and fund certain developments.

      In June 1996, the Company's Board of Trustees  approved a stock repurchase
      plan which  authorizes  the Company to repurchase up to two million common
      shares. No shares have been repurchased through September 30, 1996.

      In January  1996,  the Company  prepaid it's $4.9 million  mortgage on the
      community  known as Parkwood  East from cash on hand.  This  mortgage bore
      interest at 9.625% and would have matured March 1996.

4.    Earnings Per Share

      Net income per share was calculated  using the weighted  average number of
      shares  outstanding of 17,038,070 and 16,921,199 for the nine months ended
      September  30,1996 and 1995,  respectively.  The Company declared a common
      dividend  of $0.485 per common  share,  a Series A  preferred  dividend of
      $0.4375 per share,  and a Series B preferred  dividend  of  $0.603125  per
      share on September 17, 1996 payable to shareholders of record on September
      27, 1996.

                                       7

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS


1.    General

      The Company's  operations  consist of acquiring,  developing and operating
      residential  multifamily  communities located in the Southwest and Pacific
      Northwest regions of the United States. At September 30, 1996, the Company
      owned 75 multifamily communities containing 18,576 units.

      Decreases in revenues and expenses in the periods  compared below were due
      primarily to the dispositions of seven  communities  containing a total of
      2,245 units  during 1995 (the  "Disposition  Communities"),  offset by the
      acquisition of one community in April 1996.  Certain  comparisons  between
      periods have been made on an actual basis as well as on a weighted average
      per unit  basis,  a technique  which  adjusts  for  certain  increases  in
      existing communities and increases or decreases related to the acquisition
      or disposition of communities.

      The Company currently has the following four development projects on which
      it has spent $44.2 million through September 30, 1996:

                        Number                  Estimated         Estimated
      Name             of Units   Location      Total Cost     Completion Date
      ---------------  --------   --------    -------------    ----------------
      Summit              150      Seattle    $16.0 million     December  1996
      Seeley Lake III     182      Tacoma       9.5 million     October   1996*
      Bear Creek II       216      Denver      18.8 million     October   1996*
      Blue Ridge          456      Denver      42.5 million     October   1997
                        -----                  ------------
                        1,004                 $86.8 million
                        =====                  ============

      *  Completed in October 1996.

      Two of these  projects,  Blue  Ridge  and Bear  Creek  Run II,  are  being
      developed pursuant to fixed-price  contracts.  The Company is committed to
      purchase 100% of these  projects upon  completion  and the  achievement of
      certain  occupancy  levels,  which is  anticipated  to occur at the  dates
      disclosed above.

      Risks Associated with Forward-Looking Statements
      ------------------------------------------------

      This Form 10-Q,  together with other  statements and information  publicly
      disseminated by the Company,  contains certain forward-looking  statements
      within the  meaning  of  Section  27A of the  Securities  Act of 1933,  as
      amended,  and  Section  21E of the  Securities  Exchange  Act of 1934,  as
      amended. Such statements are based on current expectations which involve a
      number of risk factors and uncertainties,  including,  but not limited to,
      risks  associated with the  acquisition,  construction  and development of
      multifamily communities, including the risk of an over-supply of apartment
      units or a reduction in the demand for such units,  risks  associated with
      construction  and  lease-up  delays,  budget  over-runs,  risks  that  the
      Company's acquisition and development  communities will fail to perform as
      expected,  financing  risks,  such as the  availability  of debt or equity
      financing  in the  future  and  the  risk  of  increasing  costs  of  such
      financing,  as  well  as  other  risks  listed  from  time  to time in the
      Company's  reports  filed with the SEC.  Therefore,  actual  results could
      differ materially from those projected in such statements.

                                       8

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


2.    Results of Operations

      Comparison of the nine months ended  September 30, 1996 to the nine months
      ended September 30, 1995.

      Rental  income  decreased  by $0.8 million or 1%. $3.9 million of decrease
      represents 1995 rental income from the Disposition  Communities,  which is
      offset by $0.9  million of rental  income from the  community  acquired in
      1996 and by occupancy and rental rate increases on other communities. On a
      per unit basis,  rental income  increased  from $4,708 to $4,998 or 6% due
      primarily to increases in rental  rates and  dispositions  of  communities
      with lower per unit rents than the currently owned  communities.  Revenues
      for the 75  communities  which were owned  during the first nine months of
      1995 and 1996 increased by 3%. Average  occupancy  increased from 94.0% to
      94.7%. Occupancy for the 75 communities owned during the first nine months
      of both 1995 and 1996 decreased from 95.0% to 94.7%.

      Other  income  increased  by $0.3  million or 7%. $0.1 million of decrease
      represents  1995 other income from the Disposition  Communities.  On a per
      unit basis, other income increased from $199 to $228 or 15%, due primarily
      to increases in lease  cancellation  fees related to residents  leaving to
      acquire homes.

      Interest  income  decreased by $0.4  million due  primarily to higher cash
      balances in the third  quarter of 1995,  when  proceeds  of the  Company's
      senior unsecured notes issued in August 1995 were temporarily invested.

      As a result of the above  changes,  total  revenues  decreased  from $98.1
      million  to $97.2  million  or 1%.  On a per  unit  basis,  total  revenue
      increased  from $4,979 to $5,282 (or from $553 to $587 per unit per month)
      or 6%.

      Property  operating and maintenance  expenses increased by $0.1 million or
      less than 1%. $2.0 million of increase is a result of  increased  turnover
      costs and repair and  maintenance  costs.  The overall  increase is net of
      $1.9 million of decrease  which  represents  1995  property  operating and
      maintenance  expenses  from  the  Disposition  Communities.  On a per unit
      basis,  these expenses increased from $1,544 to $1,657 or 7% due primarily
      to the sale of communities  having lower per unit operating costs than the
      currently  owned  communities,   as  well  as  the  increased  costs  just
      described.

      Real  estate  taxes  decreased  by $0.2  million or 2%.  This  decrease is
      primarily  attributable to the sale of the Disposition  Communities.  On a
      per unit basis,  real estate taxes  increased  from $367 to $384 or 5% due
      primarily to increases in assessed values in certain cities.

      Property  management expense decreased by $0.3 million or 8%. $0.2 million
      of decrease  represents  1995 property  management  expense related to the
      Disposition Communities.  On a per unit basis, property management expense
      decreased from $191 to $188 or 2% due primarily to lower costs  associated
      with the  internalization of the Company's property  management  services,
      which were previously contracted out to third parties.

                                       9

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


      Interest  expense  decreased  by $4.4  million or 21%.  This  decrease  is
      primarily  the result of reduced  interest from the repayment of debt with
      proceeds of the Series B Preferred  Share  issuance and with proceeds from
      the sales of the Disposition Communities during 1995.

      General and administrative  expenses  decreased by $0.5 million.  On a per
      unit basis, this expense decreased from $156 to $141 or 10%. This decrease
      is primarily the result of decreased  compensation  for certain  executive
      officers.

      Depreciation  and  amortization  decreased  by  $0.5  million  or  3%  due
      primarily to the disposition of communities.

3.    Liquidity and Capital Resources

      The  Company  expects  to  meet  its  short-term  liquidity   requirements
      generally   through  its  working   capital  and  cash  flow  provided  by
      operations.  The Company  considers  its  ability to  generate  cash to be
      adequate  and expects it to  continue  to be  adequate  to meet  operating
      requirements  and  shareholder   distributions  in  accordance  with  REIT
      requirements both in the short and long terms.

      The Company expects to meet its long-term  liquidity  requirements such as
      refinancing  mortgages,   financing  acquisitions  and  development,   and
      financing  capital   improvements  by  long-term  borrowings  through  the
      issuance  of  debt  and  the  offering  of  additional   debt  and  equity
      securities.

      The Company has a $150 million  unsecured  revolving  credit facility from
      The First National Bank of Boston (the "Bank of Boston Credit  Facility").
      At September 30, 1996,  $26 million was  outstanding on the Bank of Boston
      Credit  Facility  leaving $124  million  undrawn.  A  net  additional  $17
      million was  drawn  through November 14 leaving $107 million  undrawn. The
      Bank of  Boston Credit Facility may be  used for  financing  acquisitions,
      development, capital  expenditures, repayment of indebtedness  and working
      capital purposes.

      The  Company  has  received a ruling  from the  Internal  Revenue  Service
      allowing  participants in the Company's  Dividend  Reinvestment  and Share
      Purchase Plan  ("DRIP") to make  optional cash  purchases of the Company's
      common shares at a 3% discount from Market Price (as defined in the DRIP).

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<PAGE>

      PART II.

      OTHER INFORMATION

      Item 1:Legal Proceedings-Not Applicable.

      Item 2:Changes in Securities-Not Applicable.

      Item 3:Defaults upon Senior Securities-Not Applicable.

      Item 4:Submission of Matters to a Vote of Security Holders-Not Applicable.

      Item 5:Other Information-Not Applicable.

      Item 6:Exhibits and Reports on Form 8-K

                 (a)   Exhibits filed with this Form 10-Q:
                       3.1 Amended and Restated Bylaws
                       27.1 Financial Data Schedule (EDGAR Filing Only)
                 (b)   No report on Form 8-K was filed by the registrant
                       during its fiscal quarter ended September 30, 1996.

                                       11

<PAGE>

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.

WELLSFORD RESIDENTIAL PROPERTY TRUST



By:   /s/ Jeffrey H. Lynford
      -------------------------------------------------------------
      Jeffrey H. Lynford, Chairman of the Board


      /s/ Gregory F. Hughes
      -------------------------------------------------------------
      Gregory F. Hughes, Vice President and Chief Financial Officer


Dated: November 15, 1996

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