Exhibit 10.17
                                 AMENDMENT TO
                    RESTRICTED SHARE GRANT LETTER AGREEMENT

                                                                               


Donald D. MacKenzie
Wellsford Residential Property Trust
370 17th Street
Denver, Colorado  80202

Dear Sir:

          Reference is made to the Restricted Share Grant Letter Agreement (the
"Agreement"), dated as of December 6, 1993, between you and Wellsford
Residential Property Trust (the "Company").

          Paragraph (c) of the Agreement is hereby deleted and replaced in its
entirety with the following new paragraph (c):

               "(c) If (1) the undersigned is an employee of the Company on
     December 6 of 1994, 1995, 1997 and 1998, respectively (each such date is
     hereinafter referred to as a "Vesting Date") and (2) for the four fiscal
     quarters ending with the third fiscal quarter immediately preceding the
     applicable Vesting Date, the Company has achieved, on a consolidated
     basis, a minimum increase of 5% in funds from operations per share over
     funds from operations per share for the four fiscal quarters ending with
     the third fiscal quarter of the prior fiscal year, the Company shall
     deliver to the undersigned the certificate(s) representing the Shares
     which vest on such date, as set forth below, and such Shares shall no
     longer be subject to repurchase pursuant to paragraph (e) below:

                     Certificate        Number of Shares
 December 6 of      No(s).           Which Vest    
             1994                W0130                   948
             1995                W0131                   948
             1997             W0133 and W1541           1,422
             1998             W0134 and W1542           1,421
                  
 For the purposes of this agreement, "funds from operations per share" shall be
 as determined by the Company's Chief Accounting Officer and reported in the
 Company's quarterly report to shareholders."

      Except as explicitly provided for herein, the Agreement 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 October 10, 1996


                         WELLSFORD RESIDENTIAL PROPERTY TRUST



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

AGREED TO AND ACCEPTED:


/s/ Donald D. MacKenzie
-------------------------
Donald D. MacKenzie