SecProbe.io

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                                  June 1, 2005

Albert S. Dandridge, III
Direct Dial 215-751-2178
Direct Fax 215-751-2205
E-mail: adandridge@schnader.com

VIA EDGAR
---------

Mr. Steven Jacobs
Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop:  0409
Washington, DC 20549

                  RE:      HMG/Courtland Properties, Inc.
                           Form 10-KSB for the year ended
                           December 31, 2004
                           File No. 1-07805

Dear Mr. Jacobs:

                  This letter responds to the comment in your letter to
HMG/Courtland Properties, Inc. (the "Company"), dated May 25, 2005, which
responded to the Company's letter dated May 17, 2005. The comment in your letter
related to the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004, as identified in the caption above. For ease of review, your
comment has been reported below appearing in italics.

                           We have read your response to comment 1. We note that
         the trademarks and other rights were not acquired but given to the
         Company on a non-exclusive basis for $100. However, based upon your
         disclosure on page 35, included in the acquired assets were certain
         trademarks and other rights in connection with the restaurant and dock
         slips. These statements appear to be contradictory in nature. In that
         regard, explain to us why a purchase price allocation revision and a
         corresponding adjustment to income are not appropriate. We continue to
         believe that a trademark or other mark, if registered or otherwise
         provide legal protection, is an intangible asset that meets the
         contractual-legal criterion for recognition apart from goodwill. Refer
         to paragraph A15 of SFAS 141.

         HMG/Courtland Properties, Inc. response:

<PAGE>

Mr. Steven Jacobs
June 1, 2005
Page 2

                  The Company and its partner, in one purchase agreement
document, purchased for approximately $13.9 million, a restaurant, office/retail
and marina property and accounted for it in accordance with SFAS #141.

                  In addition, the Company separately negotiated and agreed to
have the right to use on a non-exclusive basis, trademarks and other rights for
$100 and therefore these rights are not included in goodwill. There were no
other trademarks or rights acquired. As mentioned in the Company's previous
responses, the trademarks and other rights are not unique, are being used in
other restaurants located in the same geographic location and cannot be moved to
any other location.

                  Pursuant to your request and rule 101 of Regulation S & T,
this letter is being filed via EDGAR. We trust that this above fully responds to
your question and comment. If you have any additional questions or comments,
please contact me at your earliest convenience.

                                                Sincerely,

                                                /s/ Larry Rothstein
                                                -------------------------
                                                Larry Rothstein
                                                Principal Financial Officer

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