WELLSFORD REAL PROPERTIES, INC.

  CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS, SENIOR FINANCIAL OFFICERS,
                     OTHER OFFICERS AND ALL OTHER EMPLOYEES

INTRODUCTION

     It is the general policy of Wellsford Real Properties, Inc. (the "Company")
to conduct its business  activities and  transactions  with the highest level of
integrity and ethical  standards and in accordance  with all  applicable  local,
state and  federal  laws.  Obeying  the law both in letter  and in spirit is the
foundation on which this Company's  ethical standards are built. In carrying out
this policy, the Company has adopted the following Code of Business Conduct (the
"Code").

     This Code covers a wide range of business practices and procedures. It does
not cover every issue that may arise,  but it sets out basic principles to guide
all employees of the Company.  All of our  employees  must comply with this Code
and seek to avoid even the appearance of improper behavior. The Code should also
be  provided  to and  followed  by the  Company's  agents  and  representatives,
including consultants.

     If a law  conflicts  with a policy in this Code,  you must  comply with the
law;  however,  if a local custom or policy  conflicts  with this Code, you must
comply  with the Code.  If you have any  questions  about these  conflicts,  you
should ask your supervisor how to handle the situation.

     Those  who  violate  the   standards  in  this  Code  will  be  subject  to
disciplinary action. In addition,  some of the violations can subject either the
employee or the Company to civil and criminal penalties.

     If you are in a  situation  which  you  believe  may  violate  or lead to a
violation of this Code,  follow the  guidelines  described in Section 15 of this
Code.

1.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     The  Company  complies  with all  applicable  laws and  regulations  in the
conduct  of its  activities  and  expects  the  employees  to do the  same.  All
employees must respect and obey the laws of the cities,  states and countries in
which we operate. Although not all employees are expected to know the details of
these laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.

2.   CONFLICTS OF INTEREST

     It is the policy of the Company to avoid  situations  that create an actual
or potential conflict between an employee's personal interests and the interests
of the  Company.  A conflict of interest  exists  when a person's  loyalties  or
actions are divided  between the  interests of the Company and those of another,
such as a  competitor,  supplier,  customer  or  personal  business.  A conflict
situation can arise when an employee,  officer or director  takes actions or has
interests  that may make it difficult to perform his or her work for the Company
objectively  and  effectively.  Conflicts  of  interest  may also  arise when an
employee,  officer  or  director,  or  members  of his or her  family,  receives
improper  personal  benefits as a result of his or her  position in the Company.
Moreover,  the appearance of a conflict of interest  alone can adversely  affect
the Company and its relations with its customers,  suppliers and employees.  The
appearance of a conflict should also be avoided.

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     Employees  are  expected to use good  judgment,  to adhere to high  ethical
standards and to avoid situations that create an actual or potential conflict of
interest.  It is almost always a conflict of interest for a Company  employee to
work simultaneously for a competitor,  customer or supplier. You are not allowed
to  work  for a  competitor  as a  consultant  or  board  member  without  prior
disclosure to and approval from the Chief Executive Officer.  The best policy is
to avoid  any  direct  or  indirect  business  connection  with  our  customers,
suppliers or competitors, except on our behalf.

     Conflicts  of  interest  can also  arise  with  respect  to  employment  of
relatives and persons with close personal relationships. Further, if an employee
or someone with whom an employee has a close  relationship  (a family  member or
close companion) has a financial or employment  relationship  with a competitor,
supplier, or potential supplier, the employee must disclose this fact in writing
to the Chief Financial Officer.

     Federal law now prohibits most loans or extensions of credit from a company
whose stock is publicly  traded to its  directors  or  executive  officers.  The
Company  will not  directly  or  indirectly  extend  any loan or  credit  to any
director or executive  officer except as permitted by law and approved by a vote
of the disinterested members of the Board of Directors.

3.   CORPORATE OPPORTUNITIES

     Employees, officers and directors are prohibited from taking for themselves
opportunities  that  are  discovered  through  the  use of  corporate  property,
information  or  position  without  the  consent of the Board of  Directors.  No
employee, without prior approval from the Company's Chief Executive Officer, may
use  corporate  property,  information,  or position for personal  gain,  and no
employee  may  compete  with the  Company  directly  or  indirectly.  Employees,
officers  and  directors  owe a duty to the  Company to advance  its  legitimate
interests when the opportunity to do so arises.

4.   COMPETITION AND FAIR DEALING

     We seek  to  outperform  our  competition  fairly  and  honestly.  Stealing
proprietary  information,  possessing secret trade information that was obtained
without the owner's  consent,  or inducing such  disclosures  by past or present
employees of other  companies is prohibited.  Each employee  should  endeavor to
respect the rights of and deal fairly with the Company's  customers,  suppliers,
competitors and employees.  No employee  should take unfair  advantage of anyone
through   manipulation,    concealment,   abuse   of   privileged   information,
misrepresentation  of material  facts, or any other  intentional  unfair-dealing
practice.

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     Company personnel should not engage a competitor in discussions, agreements
or understandings concerning proprietary or specific information with regards to
tenant lease terms, investees,  interest rates, transaction structures,  similar
business related arrangements or any other business of the Company. In addition,
Company  personnel  should  avoid  discussing  with a  competitor  of any  other
agreements  inhibiting  free and open  competition or involving  tie-in sales or
reciprocal  transactions  without prior  authorization  from the Chief Financial
Officer.

     The purpose of business  entertainment and gifts in a commercial setting is
to  create  good  will and sound  working  relationships,  not to gain an unfair
advantage  with  customers.  No gift or  entertainment  should  ever be offered,
given,  provided  or  accepted  by any  Company  employee,  family  member of an
employee  or agent  unless it: (1) is not a cash gift,  (2) is  consistent  with
customary  business  practices,  (3) is not  excessive  in value,  (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Any proposed gift to an employee, family member of an employee or agent which is
other than of nominal value  (greater  than $50) should be discussed  first with
the Chief  Financial  Officer  for  appropriate  resolution,  in  advance of the
receipt of such proposed gift.

5.   EQUAL EMPLOYMENT AND WORKING CONDITIONS

     Each  of  us  has  a  fundamental   responsibility   to  show  respect  and
consideration  to our teammates.  The diversity of the Company's  employees is a
tremendous  asset. We are firmly committed to providing equal opportunity in all
aspects of  employment  and will not  tolerate  any  illegal  discrimination  or
harassment or any kind. All employment practices and decisions,  including those
involving recruiting,  hiring, transfers,  promotions,  compensation,  benefits,
discipline and  termination,  will be conducted  without regard to race,  creed,
color, religion, national origin, sexual orientation, sex or age and will comply
with all applicable laws.

6.   RELATIONSHIPS WITH CO-WORKERS

     The Company expects everyone to provide co-workers with information that is
accurate, complete, objective,  relevant, timely and understandable and to share
knowledge and maintain skills important and relevant to each co-workers' needs.

     The Company expects all supervisory  personnel to promote ethical  behavior
in the work environment.

7.   HEALTH AND SAFETY

     The Company  strives to provide each  employee with a safe and healthy work
environment.  Each employee has an individual  responsibility  for maintaining a
safe and healthy  workplace  for all  employees by  following  safety and health
rules and  practices  and reporting  accidents,  injuries and unsafe  equipment,
practices or conditions.

     Violence and  threatening  behavior  are not  permitted.  Employees  should
report to work in condition to perform their duties,  free from the influence of
illegal drugs or alcohol.  The use of illegal drugs in the workplace will not be
tolerated.

8.   DISCLOSURES IN PERIODIC REPORTS

     As a public  company,  the  Company is required  to file  various  periodic
reports with the  Securities  and Exchange  Commission.  It is Company policy to
make full, fair,  accurate,  timely and understandable  disclosure in compliance
with all applicable laws and regulations in all required periodic reports.

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9.   RECORD KEEPING

     The  Company  requires  honest and  accurate  recording  and  reporting  of
information  in  order  to  make  responsible  business  decisions.  All  of the
Company's books,  records,  accounts and financial statements must be maintained
in reasonable detail, must appropriately reflect the Company's  transactions and
must conform both to applicable  legal  requirements and to the Company's system
of internal  controls.  All company  business data,  records and reports must be
prepared truthfully and accurately.

     Business  records and  communications  often become  public,  and we should
avoid   exaggeration,    derogatory   remarks,   guesswork,   or   inappropriate
characterizations  of  people  and  companies  that can be  misunderstood.  This
applies equally to e-mail,  internal memos,  and formal reports.  Records should
always be retained or destroyed  according  to the  Company's  record  retention
policies.

10.  CONFIDENTIALITY OF COMPANY INFORMATION AND TRADE SECRETS OF OTHERS

     Persons who come into possession of Company  information must safeguard the
information from the public and not  intentionally or inadvertently  communicate
it to any person  (including family members and friends) unless the person has a
need to know the information for legitimate,  Company-related reasons. This duty
of  confidentiality is important both as to the Company's  competitive  position
and with respect to the  securities  laws  applicable to the Company as a public
Company.

     Consistent  with the foregoing,  all Company  personnel  should be discrete
with respect to inside  information  and not discuss it in public  places.  Such
information should be divulged only to persons having a need to know it in order
to carry  out  their  job  responsibilities.  To avoid  even the  appearance  of
impropriety,  Company  personnel  should refrain from providing advice or making
recommendations regarding the purchase or sale of the Company's securities.

     Confidential  information  related to the  Company can include a variety of
materials  and  information  regarding the ongoing  operations  and plans of the
Company. For example, confidential information can include information regarding
the  financial  health of the Company,  salary and  personnel  information,  and
marketing  and  sales  plans.  Confidential  information  will  be  held  in the
strictest confidence, and such confidential information will not be disclosed by
any   employee  to  any  third  party  unless  the  third  party  has  signed  a
nondisclosure  agreement  approved by the Company's Chief Financial  Officer and
the specific  disclosure also has been approved by the Chief Financial  Officer.
The  confidential  information  can only be disclosed by an employee for limited
purposes where the confidential information is needed.

     Company  personnel must maintain the  confidentiality  of  confidential  or
proprietary  information entrusted to them by the Company or others, except when
disclosure is authorized in writing by the Chief  Financial  Officer or required
by  laws  or  regulations.  Confidential  information  includes  all  non-public
information  that might be of use to  competitors,  or harmful to the Company or
its  customers  or  suppliers,   if  disclosed.   The   obligation  to  preserve
confidential  information  continues even after  employment  ends, in accordance
with the proprietary data agreement signed at the start of employment.

<PAGE>

     Company  personnel  must not  intentionally  or  inadvertently  breach  any
agreement  to  keep  knowledge  or data  in  confidence  or in  trust  prior  to
employment with the Company. During employment by the Company no confidential or
proprietary  information or material belonging to any previous employer or other
parties shall be improperly used or disclosed to the Company. Employees must not
bring onto the premises of the Company or use in the  performance  of his or her
responsibilities  any  unpublished  documents or any  property  belonging to any
previous  employer or any other person to whom the employee has an obligation of
confidentiality  unless  consented  to in writing by that  previous  employer or
person.

11.  PROTECTION AND PROPER USE OF COMPANY ASSETS

     No secret or unrecorded fund of Company assets or cash shall be established
or  maintained  for any purpose.  Anyone  spending or  obligating  Company funds
should be sure that the  transaction is properly and  appropriately  documented,
and that the Company receives the appropriate value in return.

     All employees  should  endeavor to protect the Company's  assets and ensure
their efficient use. Theft, carelessness,  and waste have a direct impact on the
Company's  profitability.  Any  suspected  incident of fraud or theft  should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

     The  Company  licenses  the  use of much of its  computer  software  from a
variety of outside  companies.  The  Company  does not own this  software or its
related documentation and, unless authorized by the software developer, does not
have the right to reproduce it. With regard to the use of software on local area
networks  or on  multiple  machines,  employees  shall only use the  software in
accordance with the license agreement.

12.  POLITICAL CONTRIBUTIONS AND PAYMENTS TO GOVERNMENT PERSONNEL

     The U.S. Foreign Corrupt  Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business.  It is strictly  prohibited to
make illegal payments to government officials of any country.

     In  addition,  the U.S.  government  has a number  of laws and  regulations
regarding  business   gratuities  which  may  be  accepted  by  U.S.  government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift,  favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense.  State and
local governments, as well as foreign governments, may have similar rules.

<PAGE>

13.  WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

     Any waiver of this Code for  executive  officers or  directors  may be made
only by the Board or the Board committee  responsible  for corporate  governance
matters and will be promptly disclosed as required by law or regulation.

14.  REPORTING  ANY ILLEGAL OR UNETHICAL  BEHAVIOR OR OTHER  VIOLATIONS  OF THIS
     CODE

     Employees  are  responsible  for  being  aware  of the  corporate  policies
applicable to their  activities  and to comply with them fully.  Employees  also
have a duty to report any apparent  misconduct  through  appropriate  management
channels,  or any special and  confidential  reporting  mechanisms  which may be
established  within the Company for such purposes,  and to assist the Company in
the prevention and correction of such problems. Employees are encouraged to talk
to supervisors,  managers or other appropriate  personnel about observed illegal
or  unethical  behavior  and when in doubt  about the best course of action in a
particular  situation.  Employees  who know or have good reason to believe  that
other employees are engaged in conduct  violating this policy should report this
to the Chief  Financial  Officer.  No  supervisor  shall  retaliate  against  an
employee,  either  directly or  indirectly,  who in good faith and in accordance
with Company  procedure,  reports an act of apparent  misconduct.  Employees are
also expected to cooperate fully with the Company or governmental authorities in
any  investigation  of an alleged  violation.  Failure of any employee to comply
with such  policies  will  result  in  disciplinary  action up to and  including
termination.  In the event an employee is not  satisfied  with the response they
receive  from their  supervisor,  the employee  should  speak to an  appropriate
senior officer within the Company.

15.  COMPLIANCE PROCEDURES

     We must all work to ensure prompt and consistent action against, violations
of this Code.  However,  in some  situations  it is difficult to know right from
wrong.  Since we  cannot  anticipate  every  situation  that will  arise,  it is
important  that we have a way to approach a new  question or problem.  These are
the steps to keep in mind:

o    Make sure you have all the facts. In order to reach the right solutions, we
     must be as fully informed as possible.

o    Ask  yourself:  What  specifically  am I being  asked  to do?  Does it seem
     unethical  or  improper?  This  will  enable  you to focus on the  specific
     question  you are faced  with,  and the  alternatives  you  have.  Use your
     judgment and common sense;  if something  seems  unethical or improper,  it
     probably is.

o    Clarify your  responsibility and role. In most situations,  there is shared
     responsibility.  Are your  colleagues  informed?  It may help to get others
     involved and discuss the problem.

<PAGE>

o    Discuss the problem with your  supervisor.  This is the basic  guidance for
     all situations.  In many cases, your supervisor will be more  knowledgeable
     about  the   question,   and  will   appreciate   being  brought  into  the
     decision-making   process.   Remember   that   it  is   your   supervisor's
     responsibility  to help solve  problems.  If you are not satisfied with the
     response you receive from your supervisor,  you should bring your grievance
     to an appropriate senior officer within the Company.

o    Seek  help  from  Company  resources.  In the  case  where  it  may  not be
     appropriate  to discuss an issue with your  supervisor  or where you do not
     feel comfortable approaching your supervisor with your question, discuss it
     with a responsible officer of the Company.

o    You may  report  ethical  violations  in  confidence  and  without  fear of
     retaliation.  If your situation requires that your identity be kept secret,
     your anonymity will be protected.  The Company does not permit  retaliation
     of any kind against employees for good faith reports of ethical violations.
     Further,   the  Company  has  adopted  a  policy  for  the   protection  of
     whistleblowers that prohibits any form of retaliation against an individual
     who reports violations.

o    Always  ask  first,  act  later.  If you  are  unsure  of what to do in any
     situation, seek guidance before you act.

<PAGE>

                          CERTIFICATION OF RECEIPT AND
                        ACKNOWLEDGMENT OF COMPLIANCE WITH

            CODE OF CONDUCT AND ETHICS POLICY FOR DIRECTORS, SENIOR
           FINANCIAL OFFICERS, OTHER OFFICERS AND ALL OTHER EMPLOYEES

     I hereby certify and acknowledge to Wellsford Real Properties, Inc. ("WRP")
the following:

     I HAVE  RECEIVED  A COPY OF WRP'S CODE OF  CONDUCT  AND  ETHICS  POLICY FOR
DIRECTORS,  SENIOR  FINANCIAL  OFFICERS,  OTHER OFFICERS AND ALL OTHER EMPLOYEES
("POLICY").

     I HAVE READ, UNDERSTOOD AND AGREE TO COMPLY WITH ALL TERMS,  CONDITIONS AND
PROVISIONS OF THE POLICY.

     I HAVE NOT VIOLATED THE TERMS,  CONDITIONS  AND PROVISIONS OF THE POLICY AT
ANY TIME IN THE PAST WHILE SERVING AS AN EMPLOYEE, OFFICER OR DIRECTOR OF WRP.

     The undersigned  declares that he or she has examined this Certification of
Receipt  and  Acknowledgment  of  Compliance,  and,  to the  best  of his or her
knowledge and belief, it is true, correct and complete.

                     Signature:
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                     Printed Name:
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                     Date:
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