NOTICE OF EXERCISE


TO:  Stock Option Committee
     Ridgewood Properties, Inc.


     Pursuant to the provisions of the Ridgewood Properties,
Inc. 1993 Stock Option Plan, as amended (referred to herein as
the "Plan"), I hereby give notice that I elect to exercise the
stock option granted to me by the Company under the Plan with
respect to 375,000 shares of the common stock, par value $.01
per share (the "Shares"), of Ridgewood Properties, Inc. (the
"Company"), as of the date on which this notice is delivered to
the Company, at a price of $1.00 per share, and accordingly, I
hereby agree to purchase the Shares on the terms established
under the Plan.  Full payment for such shares is enclosed, which
consists of my personal check in the amount of $100,000.00 and a
promissory note in the principal amount of $275,000.00.

     I hereby acknowledge that I have received the prospectus
most recently issued by the Company pertaining to the Plan prior
to the date hereof.

     I hereby agree that the stock option granted to me under
the Plan shall be deemed to have been exercised to the extent
specified in this notice on the date set forth below my
signature, and I hereby warrant that on such date this notice
was delivered to the Stock Option Committee of the Company.

                                Sincerely,


                                /s/ N. R. Walden
                                N. RUSSELL WALDEN

                                DATED:  1/31/97