Exhibit 10.9
                                 AMENDMENT TO
                            COMPENSATION AGREEMENTS

                                                                               


Daniel M. Kelley
Wellsford Holly Residential Properties, Inc.
101 East 26th Street
Tacoma, Washington  98421

Dear Sir:

          Reference is made to (A) the following documents between you and
Wellsford Residential Property Trust (the "Company"):  (i) Employment Agreement
(the "Employment Agreement"), dated as of August 2, 1994, (ii) Share Option
Agreement, dated as of December 13, 1994, with respect to 6,250 Common Shares
of Beneficial Interest, $.01 par value per share, of the Company (the
"Shares"), as amended by letter agreement, dated as of December 11, 1995,
(iii) Share Option Agreement, dated as of December 13, 1994, with respect to
9,375 Shares, as amended by letter agreement, dated as of December 11, 1995,
(iv) Share Option Agreement, dated as of December 11, 1995, with respect to
8,888 Shares, (v) Share Option Agreement, dated as of December 11, 1995, with
respect to 16,112 Shares and (vi) Change in Control Share Grant Letter
Agreement, dated as of December 11, 1995, and (B) Term Note, dated as of
December 13, 1994, in the principal amount of $312,500 executed by you in favor
of the Company (the documents listed in clauses (A) and (B) are collectively
referred to herein as the "Documents").

          Notwithstanding any other definitions therefor set forth therein,
each of the Documents, including the Employment Agreement, is hereby amended to
provide that a "change in control" of the Company and a "change of control" of
the Company shall be deemed to occur if:

            (i)     there shall have occurred a change in control of a
     nature that would be required to be reported in response to Item 6(e)
     of Schedule 14A of Regulation 14A promulgated under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), as in effect
     on the date hereof, whether or not the Company is then subject to
     such reporting requirement, provided, however, that there shall not
     be deemed to be a "change in control" of the Company if immediately
     prior to the occurrence of what would otherwise be a "change in
     control" of the Company (a) the Executive is the other party to the
     transaction (a "Control Event") that would otherwise result in a
     "change in control" of the Company or (b) the Executive is an
     executive officer, trustee, director or more than 5% equity holder of
     the other party to the Control Event or of any entity, directly or
     indirectly, controlling such other party, 

           (ii)     the Company merges or consolidates with, or sells all
     or substantially all of its assets to, another company (each, a
     "Transaction"), provided, however, that a Transaction shall not be
     deemed to result in a "change in control" of the Company if (a)
     immediately prior thereto the circumstances in (i)(a) or (i)(b) above
     exist, or (b) (1) the shareholders of the Company, immediately before
     such Transaction own, directly or indirectly, immediately following
     such Transaction in excess of fifty percent (50%) of the combined
     voting power of the outstanding voting securities of the corporation
     or other entity resulting from such Transaction (the "Surviving
     Corporation") in substantially the same proportion as their ownership
     of the voting securities of the Company immediately before such
     Transaction and (2) the individuals who were members of the Company's
     Board of Trustees immediately prior to the execution of the agreement
     providing for such Transaction constitute at least a majority of the
     members of the board of directors or the board of trustees, as the
     case may be, of the Surviving Corporation, or of a corporation or
     other entity beneficially directly or indirectly owning a majority of
     the outstanding voting securities of the Surviving Corporation, or 

          (iii)     the Company acquires assets of another company or a
     subsidiary of the Company merges or consolidates with another company
     (each, an "Other Transaction") and (a) the shareholders of the
     Company, immediately before such Other Transaction own, directly or
     indirectly, immediately following such Other Transaction 50% or less
     of the combined voting power of the outstanding voting securities of
     the corporation or other entity resulting from such Other Transaction
     (the "Other Surviving Corporation") in substantially the same
     proportion as their ownership of the voting securities of the Company
     immediately before such Other Transaction or (b) the individuals who
     were members of the Company's Board of Trustees immediately prior to
     the execution of the agreement providing for such Other Transaction
     constitute less than a majority of the members of the board of
     directors or the board of trustees, as the case may be, of the Other
     Surviving Corporation, or of a corporation or other entity
     beneficially directly or indirectly owning a majority of the
     outstanding voting securities of the Other Surviving Corporation,
     provided, however, that an Other Transaction shall not be deemed to
     result in a "change in control" of the Company if immediately prior
     thereto the circumstances in (i)(a) or (i)(b) above exist.

          Except as explicitly provided for herein, the Documents shall remain
in full force and effect in all respects.

          This letter agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without regard to
New York's conflicts of law principles.

          This letter agreement and all documents, agreements, understandings
and arrangements relating to this letter agreement have been executed by the
undersigned in his/her capacity as an officer or trustee of the Company which
has been formed as a Maryland real estate investment trust pursuant to a
Declaration of Trust of the Company dated as of July 20, 1992, as amended, and
not individually, and neither the trustees, officers or shareholders of the
Company shall be bound or have any personal liability hereunder or thereunder. 
You shall look solely to the assets of the Company for satisfaction of any
liability of the Company in respect of this letter agreement and all documents,
agreements, understandings and arrangements relating to this letter agreement
and will not seek recourse or commence any action against any of the trustees,
officers or shareholders of the Company or any of their personal assets for the
performance or payment of any obligation hereunder or thereunder.  The
foregoing shall also apply to any future documents, agreements, understandings,
arrangements and transactions between the parties hereto.

Dated as of September 16, 1996


                         WELLSFORD RESIDENTIAL PROPERTY TRUST



                         By:/s/ Edward Lowenthal
                            -------------------------   
                            Name:  Edward Lowenthal
                            Title:  President

AGREED TO AND ACCEPTED:


/s/ Daniel M. Kelley
-----------------------
Daniel M. Kelley