333-8077
--------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________________________
AMENDMENT TO
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
-------
__________________________
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I. R. S. Employer
if not a U. S. national bank) Identification No.)
114 West 47th Street 10036-1532
New York, New York (Zip Code)
(Address of principal
executive offices)
__________________________
Wellsford Residential Property Trust
(Exact name of obligor as specified in its charter)
Maryland 13-3675988
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
610 Fifth Avenue 10020
New York, New York (Zip code)
(Address of principal executive offices)
__________________________
Fixed Rate and Floating Rate Medium-Term Notes
Due Nine Months or More from Date of Issue
(Does not include all securities registered pursuant
to File No. 333-8077).
(Title of the indenture securities)
<PAGE>
GENERAL
1. General Information
-------------------
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Federal Reserve Bank of New York (2nd District), New
York, New York (Board of Governors of the Federal
Reserve System).
Federal Deposit Insurance Corporation, Washington, D.
C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate
trust powers.
2. Affiliations with the Obligor
-----------------------------
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
3. Voting Securities of the Trustee
--------------------------------
As of October 21, 1996, 2,999,020 shares of Common Stock -
par value $5 per share.
4. Trusteeships under Other Indentures
-----------------------------------
(a) Title of the securities outstanding under each such
indenture.
(i) 7 1/4% Senior Notes in the principal amount of
$55,000,000 due and payable August 15, 2000;
(ii) 9 3/8% Senior Notes in the principal amount of $100,000,000
due and payable February 1, 2002; and
(iii) 7 3/4% Senior Notes in the principal amount of
$70,000,000 due and payable August 15, 2005
(collectively, the "Senior Notes").
The above Senior Notes are issued pursuant to the Indenture
dated as of August 21, 1995 between Wellsford Residential
Property Trust and United States Trust Company of New York.
(b) A brief statement of the facts relied upon as a basis
for the claim that no conflicting interest within the meaning of
Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture including a statement
as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
The indenture securities will be pari passu with the Senior Notes
described in Section 4 above and the Senior Notes are, and
the indenture securities will be, senior unsecured obligations of
Wellsford Residential Property Trust.
5. Interlocking Directorates and Similar Relationships with the
Obligor or Underwriters
------------------------------------------------------------
Not applicable.
6. Voting Securities of the Trustee Owned by the Obligor or its
Officials
------------------------------------------------------------
Not applicable.
7. Voting Securities of the Trustee Owned by Underwriters or
their Officials
-----------------------------------------------------------
Not applicable.
8. Securities of the Obligor Owned or Held by the Trustee
------------------------------------------------------
Not applicable.
9. Securities of Underwriters Owned or Held by the Trustee
-------------------------------------------------------
Not applicable.
10. Ownership or Holdings by the Trustee of Voting Securities of
Certain Affiliates or Securityholders of the Obligor
------------------------------------------------------------
Not applicable.
11. Ownership or Holdings by the Trustee of any Securities of a
Person Owning 50 Percent or More of the Voting Securities of
the Obligor
------------------------------------------------------------
Not applicable.
12. Indebtedness of the Obligor to the Trustee
------------------------------------------
Not applicable.
13. Defaults by the Obligor
-----------------------
Not applicable.
14. Affiliations with the Underwriters
----------------------------------
Not applicable.
15. Foreign Trustee
---------------
Not applicable.
16. List of Exhibits
----------------
T-1.1 -- Organization Certificate, as amended, issued
by the State of New York Banking Department
to transact business as a Trust Company, is
incorporated by reference to Exhibit T-1.1 to
Form T-1 filed on September 15, 1995 with the
Commission pursuant to the Trust Indenture
Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration
No. 33-97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
T-1.4 -- The By-laws of the United States Trust
Company of New York, as amended, is
incorporated by reference to Exhibit T-1.4
to Form T-1 filed on September 15, 1995 with
the Commission pursuant to the Trust
Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990
(Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by
Section 321(b) of the Trust Indenture Act of
1939, as amended by the Trust Indenture
Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of
the trustee pursuant to law or the
requirements of its supervising or examining
authority.
<PAGE>
NOTE
As of October 21, 1996, the trustee had 2,999,020 shares of
Common Stock outstanding, all of which are owned by its parent
company, U. S. Trust Corporation. The term "trustee" in Item 2,
refers to each of United States Trust Company of New York and its
parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility, as to
matters peculiarly within the knowledge of the obligor or its
directors, the trustee has relied upon information furnished to
it by the obligor and will rely on information to be furnished by
the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
_____________________
Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, the
trustee, United States Trust Company of New York, a corporation
organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the
City of New York, and State of New York, on the 22nd day of
October, 1996.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By: /s/ Cynthia Chaney
--------------------------
Cynthia Chaney
Assistant Vice President
<PAGE>
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform
Act of 1990, and subject to the limitations set forth therein,
United States Trust Company of New York ("U.S. Trust") hereby
consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by
such authorities to the Securities and Exchange Commission upon
request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By: /s/Gerard F. Ganey
----------------------------
Gerard F. Ganey
Senior Vice President<PAGE>
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
JUNE 30, 1996
($ IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 77,810
Short-Term Investments 18,306
Securities, Available for Sale 867,513
Loans
1,333,282
Less: Allowance for Credit Losses 12,858
---------
Net Loans 1,320,424
Premises and Equipment 57,561
Other Assets 132,888
Total Assets $2,474,502
==========
LIABILITIES
Deposits:
Non-Interest Bearing $ 469,797
Interest Bearing 1,545,026
---------
Total Deposits 2,014,823
Short-Term Credit Facilities 170,747
Accounts Payable and Accrued Liabilities 136,595
---------
Total Liabilities $2,322,165
=========
STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 42,394
Retained Earnings 96,902
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes (1,954)
Total Stockholder's Equity 152,337
Total Liabilities and -------
Stockholder's Equity $2,474,502
-----------
I, Richard E. Brinkmann, Senior Vice President & Comptroller of
the named bank do hereby declare that this Statement of Condition
has been prepared in conformance with the instructions issued by
the appropriate regulatory authority and is true to the best of
my knowledge and belief.
Richard E. Brinkman, SVP & Controller
September 12, 1996
