UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under ss. 240.14a-12

HMG/COURTLAND PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

N/A

(2) Aggregate number of securities to which transaction applies:

N/A

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

N/A

(4) Proposed maximum aggregate value of transaction:

N/A

(5) Total fee paid:

N/A

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

HMG/COURTLAND PROPERTIES, INC.
1870 South Bayshore Drive
Coconut Grove, Florida 33133
---------------------------------------

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 25, 2001
--------------------------------------

May 25, 2001

TO THE SHAREHOLDERS:

The annual meeting of shareholders of HMG/Courtland Properties, Inc. (the
"Company") will be held at 10:30 A.M., on Monday, June 25, 2001 at the Grove
Isle Club and Resort, 4 Grove Isle Drive, Coconut Grove, Florida to the
following purposes:

1. To elect a Board of Directors;

2. To act upon the renewal of the advisory agreement between the Company
and HMG Advisory Corp.;

3. To act upon the Company's 2000 Stock Option Plan;

4. To act upon the Company's Amended and Restated Certificate of
Incorporation; and

5. To transact such other business as may properly come before the
meeting.

The record date for determining shareholders entitled to notice of and to
vote at the annual meeting is May 14, 2001.

Enclosed is a copy of the Company's Annual report for the fiscal year ended
December 31, 2000.

It is important, whether or not you plan to attend the meeting in person,
that you fill in, sign and date the accompanying proxy and return it promptly in
the postage prepaid envelope which is enclosed for your convenience. The signing
and mailing of the proxy will not affect your right to vote your shares in
person if you attend the meeting and desire to do so.

By Order of the Board of Directors

Lawrence I. Rothstein
President and Secretary

PROXY STATEMENT
OF
HMG/COURTLAND PROPERTIES, INC.

The accompanying proxy is solicited by the Board of Directors for use at
the annual meeting of shareholders and is being mailed with this Proxy Statement
to all shareholders on May 25, 2001. If a proxy card is properly signed and is
not revoked by the shareholder, the shares of common stock of the Company (the
"Shares") represented thereby will be voted at the meeting in accordance with
the instructions, if any, of the shareholder. If no instructions are given, they
will be voted for the election of Directors nominated by the Board of Directors,
and for approval of the renewal of the advisory agreement (the "Advisory
Agreement") between the Company and HMG Advisory Corp. (the "Advisor"), the
Company's 2000 Stock Option Plan and the Company's Amended and Restated
Certificate of Incorporation. Any shareholder may revoke his proxy at any time
before it is voted by giving written notice of revocation to the Secretary of
the Company.

Holders of Shares of record at the close of business on May 14, 2001 are
entitled to notice of and to vote at the meeting. On that date, there were
1,019,135 Shares outstanding. Each Share is entitled to one vote on all business
of the meeting. The holders of a majority of the outstanding Shares, present in
person or represented by proxy, will constitute a quorum at the meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions are
counted in tabulations of the votes cast on proposals presented to stockholders,
whereas broker non-votes are not counted for purposes of determining whether a
proposal has been approved. As of May 14, 2001, Transco Realty Trust
("Transco"), 1870 South Bayshore Drive, Coconut Grove, Florida 33133, was the
beneficial owner of 477,300 Shares, or 44% of the outstanding Shares, and
Emanuel Metz, CIBC Oppenheimer Corp., One World Financial Center, 200 Liberty
Street, New York, New York 10281, was the beneficial owner of 59,500 Shares, or
5% of the outstanding Shares. Beneficial ownership is based on sole voting and
investment power.

The Company has been advised by its officers and nominees for directors,
and their affiliated shareholders, Transco, Courtland Group, Inc. ("CGI") and
T.G.I.F. Texas, Inc. ("T.G.I.F.") that they intend to vote for the election of
each of the nominees and for the approval of the Advisory Agreement, the 2000
Stock Option Plan and the Amended and Restated Certificate of Incorporation.
Such shareholders own in the aggregate 567,030 shares, or 52% of the outstanding
Shares. As a result, each of the nominees is expected to be elected as a
Director and the Advisory Agreement, the 2000 Stock Option Plan and the Amended
and Restated Certificate of Incorporation are expected to be approved. As noted
below, certain Directors of the Company are affiliated with principal
shareholders of the Company and are principal shareholders, directors and
officers of the Advisor. See "Election of Directors" below for information
concerning holders who may be deemed to own beneficially more than 5% of the
outstanding Shares.

-2-

ELECTION OF DIRECTORS

The entire Board of Directors will be elected at the annual meeting of
shareholders to serve until the next annual meeting of shareholders and until
the election and qualification of their successors. In the event any nominee
should not continue to be available for election, proxies may be voted for the
election of a substitute nominee or the Board of Directors may elect to reduce
the number of Directors. The Board of Directors has no reason to anticipate that
any nominee will not be available for election. All of the nominees have been
elected previously by the shareholders.

An affirmative vote by the holders of a majority of the Shares present in
person or by proxy at the Annual Meeting of Shareholders is required for the
election of each Director.

Set forth below is certain information about each current Director, each
nominee for Director and the Shares held by all Directors and executive
officers.

Maurice Wiener Chairman of the Board 35,100(4) 541,830(3) 576,930
59-1974 and Chief Executive Officer 53%
Chairman of the of the Advisor; Executive
Board of Directors, Trustee, Transco Realty
and Chief Trust; Director, T.G.I.F.
Executive Officer Texas, Inc.; Chairman of
the Board and Chief
Executive Officer of CGI

Lawrence I. Director, President, 25,000(4) 541,830(3) 566,830
Rothstein Treasurer and Secretary of 52%
48-1983 Advisor; Trustee and Vice-
Director, President of Transco;
President, Director, President, and
Treasurer and Secretary of CGI; Vice-
Secretary President of T.G.I.F. Texas,
Inc.

-3-

Shares Held as of May 14, 2001
------------------------------
Principal Occupation or Additional Shares in
Name, Age, Year Employment During the Shares Owned which the Nominee
First Became a Past Five Years Other than by the Nominee has, or Participates Total Shares
Director or Officer with the Company and or Members of in, the Voting or and Percent of
of the Company Other Information His Family (1) Investment Power(2) Class
- ------------------ ----------------------------- ---------------- ------------------- --------------
Walter G. Arader President, Arader, Herzig 10,400(4) 0 13,000
81-1977 and Associates, inc. 1%
Director (financial and
management consultants);
Director, United Video,
Inc.; Former Secretary of
Commerce,
Commonwealth of
Pennsylvania

John B. Bailey Real estate consultant; 7,100(4) 0 7,100
74-1971 Retired CEO, Landauer *
Director Associates, Inc. (real
estate consultants) (1977-
1988)

Harvey Comita Business, Consultant; 5,000(4) 477,300(5) 482,300
71-1992 Trustee, Tranco Realty 44%
Director Trust; President and
Director of Pan-Optics,
Inc. (1971-1991); Director
of Mediq, Incorporated
(1981-1991)

All 5 Directors and 92,600(4) 541,830(3) 634,430
Executive Officers 58%
as a Group

<FN>
- ----------------------

* Less than one percent

(1) Unless otherwise indicated, beneficial ownership is based on sole voting
and investment power with respect to the Shares.

(2) Shares listed in this column represent Shares held by entities with which
the Directors or officers are associated. The Directors, officers and
members of their families have no ownership rights in the Shares listed in
this column. See note 3 below.

(3) This number includes the number of Shares held by Transco (477,300 Shares),
CGI (54,530 shares) and T.G.I.F. Texas, Inc. ("T.G.I.F.") (10,000 shares).
Several of the Directors of the Company are directors, trustees, officers
or shareholders of Transco, CGI and T.G.I.F.

-4-

Mr. Wiener is the executive trustee of Transco and holds 37% of its stock.
Mr. Wiener is also director and officer of CGI which owns 32% of Transco's
stock. Mr. Wiener is Chairman of the Board, Chief Executive Officer and a 65%
shareholder of CGI. Mr. Wiener is a director and 18% shareholder of TGIF. Mr.
Wiener is the cousin of Bernard Lerner, Vice President of the Company and Vice
President of the Advisor.

For information concerning relationships of certain directors and officers
of the Company to the Advisor, see "Approval of Advisory Agreement."

As a result of these relationships, the persons named above may be deemed
to share investment power and voting power of Shares held by each firm with
which they are associated in conjunction with a number of other persons,
including in several cases, persons who are neither directors nor officers of
the Company.

(4) This number excludes options that may be granted under the 2000 Stock
Option Plan. If the Plan is approved by the shareholders, the Stock Option
Committee intends to grant options as follows: Mr. Wiener, 30,000; Mr.
Rothstein, 25,000; 5,000 each to Mr. Arader, Mr. Bailey, and Mr. Comita;
and a total of 16,000 to two officers who are not directors. Reference is
made to "Compensation of Directors and Executive Officers and Other
Transactions" for further information about the 2000 Stock Option Plan.

(5) This number represents the number of shares held by Transco, of which Mr.
Comita is a Trustee.
</FN>

Meetings of the Board of Directors

The Board of Directors held four meetings during 2000. During this period
all of the Directors of the Company attended at least 75% of the total number of
meetings of the Board and any Committee of which they were a member.

Committees of the Board of Directors

The Board of Directors has an Audit Committee and a Stock Option Committee.
The Company does not have a Compensation Committee or a Nominating Committee.

Messrs. Comita and Arader were appointed to the Audit Committee by the
Board of Directors. The primary responsibilities of the Audit Committee are to
review the annual financial statements of the Company and to examine and
consider such other matters in relation to the internal and external audit of
the Company's accounts and in relation to the financial affairs of the Company
and its accounts as the Committee may, in its discretion, determine to be
desirable. The Audit Committee met three times during 2000.

Messrs. Arader and Bailey serve as members of the Stock Option Committee.
The Committee is authorized to grant options to officers and key employees of
the Company. The Stock Option Committee did not meet during 2000.

-5-

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive officers receive no cash compensation from the Company in their
capacity as executive officers. Executive officers are eligible to receive stock
options pursuant to the 1990 and 2000 Stock Option Plan.

Compensation of Directors. Each Director receives an annual fee of $5,000,
$8,000 effective January 1, 2001, plus expenses and $500 for each meeting
attended of the Board of Directors.

Exercise and Grant of Options. The following table sets forth option
exercises during 2000. During 2000, the Stock Option Committee, under the 1990
Stock Option Plan, did not grant any options.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
-----------------------------------------------

Name Shares Acquired on Exercise Value Realized (1)
- ---- --------------------------- ------------------

Maurice Wiener 30,000 $86,250
Chief Executive Officer
Lawrence I. Rothstein 15,000 $50,625
Director, President
Walter G. Arader 5,000 $16,875
Director
John B. Bailey 5,000 $16,875
Director
Harvey Comita 5,000 $23,125
Director
<FN>

(1) This value is based on the December 31, 2000 closing price for the
Company's Shares on the American Stock Exchange of $8.375 per Share.
</FN>

Section 16(a) Beneficial Ownership reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934, as amended, requires the Company's
directors and executive officers to file with the Securities and Exchange
Commission initial reports of beneficial ownership and reports of change in
beneficial ownership of the Company's Shares. Such officers and directors are
required by SEC regulations to furnish to the Company copies of all Section
16(a) reports that they file. Based solely on a review of the copies of such
forms furnished to the Company, or written representations that no other reports
were required, the Company believes that during 2000, its officers and directors
of the Company complied with all applicable Section 16(a) filing requirements.

-6-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following discussion describes the organizational structure of the
Company's subsidiaries and affiliates.

Transco Realty Trust ("Transco")
- --------------------------------

Transco is a publicly-held 44% shareholder of the Company. Mr. Wiener is
the executive trustee and an officer of Transco and holds approximately 37% of
Transco's stock. Mr. Rothstein serves as a trustee and an officer of Transco.
Mr. Comita serves as a trustee of Transco.

Courtland Group, Inc. ("CGI")
- -----------------------------

CGI owns approximately 32% of Transco's stock and approximately 5% of the
Company's common stock. Mr. Weiner is Chairman of the Board and a 65%
shareholder of CGI. Mr. Rothstein serves as Director and president of CGI. CGI
served as the Company's investment advisor until December 31, 1997.

HMG Advisory Corp. (the "Advisor")
- ----------------------------------

The Advisor is majority-owned by Maurice Wiener, its Chairman and CEO. As
of December 31, 2000 and 1999 the Advisor owed the Company approximately
$155,000 and $228,000, respectively. Such sum bears interest at the prime rate
plus 1% and is due on demand.

Effective December 1, 1999, the Advisor began leasing it's executive
offices from CII pursuant to a lease agreement. This lease agreement is at the
going market rate for similar property and calls for base rent of $48,000 per
year payable in equal monthly installments. Additionally, the Advisor is
responsible for all property insurance, utilities, maintenance and security
expenses relating to the leased premises. The lease term is five years.

Courtland Investments, Inc. ("CII")
- -----------------------------------

The Company owns a 95% non-voting interest in CII. The other 5% (which
represents 100% of the voting stock) is owned by a wholly-owned subsidiary of
Transco. In May 1998, the Company and the Transco subsidiary entered into a
written agreement in order to confirm and clarify the terms of their previous
continuing arrangement with regard to the ongoing operations of CII, all of
which provide the Company with complete authority over all decision making
relating to the business, operation, and financing of CII consistent with its
status as a real estate investment trust.

CII and its wholly-owned subsidiary own 100% of Grove Isle Club, Inc. Grove
Isle Yacht Club Associates and Grove Isle Marina, Inc. CII also owns 15% of
Grove Isle Associates, Ltd., and the other 85% is owned by the Company.

HMG-Fieber Associates ("Fieber")
- --------------------------------
The Company also owns a 70% interest in Fieber and the other 30% is owned
by NAF Associates ("NAF").

-7-

The following discussion describes all material transactions, receivables
and payables involving related parties. Except for the issues raised in the
litigation described below, all of the transactions described below were on
terms as favorable to the Company as comparable transactions with unaffiliated
third parties.

The Advisor
- -----------

The day-to-day operations of the Company are handled by the Advisor.
Reference is made to "Approval of Advisory Agreement" below for further
information about the duties and remuneration of the Advisor.

CGI
- ---

As of December 31, 2000 and 1999, CGI owed the Company $278,000 and
$253,000, respectively. Such sums bear interest at the prime rate plus 1% and
are due on demand.

CII - T.G.I.F. Texas, Inc.
- --------------------------

CII owns approximately 49% of the outstanding shares of T.G.I.F. Texas,
Inc. ("T.G.I.F."). Mr. Wiener is a director and officer of T.G.I.F. and owns,
directly and indirectly, approximately 18% of the outstanding shares of T.G.I.F.
As of December 31, 2000 and 1999, T.G.I.F. had amounts due from Mr. Wiener in
the amount of approximately $672,000 and $520,000, respectively. These amounts
are due on demand and bear interest at the prime rate. Also, T.G.I.F. owns
10,000 shares of the Company. The Advisor receives a management fee of $18,000
per year from T.G.I.F.

As of December 31, 2000 and 1999 CII owed approximately of $3.6 million and
$3.4 million, respectively to T.G.I.F. All advances between CII and T.G.I.F. are
due on demand and bear interest at the prime rate plus 1%.

CII - Grove Isle
- ----------------

In 1986, CII acquired from the Company the rights to develop the marina at
Grove Isle for a promissory note of $620,000 payable in 10 years at an annual
rate equal to the prime rate. The principal matures on January 2, 2006. Interest
payments are due each January 2. Because the Company consolidates CII, the note
payable and related interest income are eliminated in consolidation.

Transco - South Bayshore Associates ("SBA")
- -------------------------------------------

SBA is a joint venture in which Transco and the Company hold interests of
25% and 75%, respectively. The major asset of SBA is a demand note from Transco,
bearing interest at the prime rate, with an outstanding balance of approximately
$452,000 in principal and interest as of December 31, 2000 compared to a balance
of $444,000 as of December 31, 1999.

-8-

The Company holds a demand note from SBA bearing interest at the prime rate
plus 1% with an outstanding balance as of December 31, 2000 of approximately
$1,100,000, in principal and accrued interest, compared to a balance of
$1,000,000, in principal and accrued interest, as of December 31, 1999. No
payments were made in 2000 and 1999, and accrued and unpaid interest was not
capitalized. Because the Company consolidates SBA, the note payable and related
interest income are eliminated in consolidation.

Exercised Stock Options and Related Promissory Notes
- ----------------------------------------------------
On August 24, 2000, certain officers and directors of the Company exercised all
of their stock options and purchased a total of 70,000 shares of the Company's
common stock for $358,750. The company received $70,000 in cash and $288,750 in
promissory notes for the balance. These promissory notes bear interest at 6.18%
per annum payable quarterly in arrears on the first day of January, April, July
and October. The outstanding principal is due on August 23, 2005 and the notes
are collateralized by the stock.

APPROVAL OF ADVISORY AGREEMENT

The Advisory Agreement. At the 1999 annual meeting of shareholders, the
advisory agreement (the "Advisory Agreement") between the Company and HMG
Advisory Corp. (the "Advisor") was renewed for a one-year term expiring on
December 31, 2000. On March 23, 2001, the Board of Directors approved the
renewal of the Advisory Agreement between the Company and the Advisor for a term
commencing January 1, 2001, and expiring December 31, 2001.

The Advisor is majority owned by Mr. Wiener with the remaining shares owned
by certain officers, including Mr. Rothstein. The officers and directors of the
Advisor are as follows: Maurice Wiener, Chairman of the Board and Chief
Executive officer; Lawrence I. Rothstein, President, Treasurer, Secretary and
Director; Carlos Camarotti, Vice President - Finance and Assistant Secretary;
and Bernard Lerner, Vice President. On March 17, 2000, the Board of Directors
approved the renewal of the Advisory Agreement. Under the terms of the Advisory
Agreement, -the renewal must be approved by the holders of a majority of the
Shares. If the holders of a majority of the Shares approve the renewal of the
Advisory Agreement, the Advisory Agreement will be renewed for a one-year term
commencing on January 1, 2001 through December 31, 2001.

The following description of the Advisory Agreement contains a summary of
its material terms.

General Provisions. The Advisory Agreement is not assignable without the
consent of the unaffiliated Directors of the Company and the Advisor. The
Advisory Agreement provides that officers, directors, employees and agents of
the Advisor or of its affiliates may serve as Directors, officers or agents of
the Company.

Duties of Advisor. The Advisor in performing its duties under the Advisory
Agreement is at all times subject to the supervision of the Directors of the
Company and has only such authority as the Directors delegate to it as their
agent. The Advisor counsels and presents to the Company investments consistent
with the objectives of the Company and performs such research and

-9-

investigation as the Directors may request in connection with the policy
decisions as to the type and nature of investments to be made by the Company.
Such functions include evaluation of the desirability of acquisition, retention
and disposition of specific Company assets. The Advisor also is responsible for
the day-to-day investment operations of the Company and conducts relations with
mortgage loan brokers, originators and servicers, and determines whether
investments offered to the Company meet the requirements of the Company. The
Advisor provides executive and administrative personnel, office space and
services required in rendering such services to the Company. To the extent
required to perform its duties under the Agreement, the Advisor may deposit into
and disburse from bank accounts opened in its own name any money on behalf of
the Company under such terms and conditions as the Company may approve.

Allocation of Expenses. Under the Advisory Agreement, the Advisor pays: all
salary and employment expenses of its own personnel and of the officers and
employees of the Company who are affiliates of the Advisor; all of the
administrative, rent and other office expenses (except those relating to a
separate office, if any, maintained by the Company) relating to its services as
Advisor; and travel (to the extent not paid by any party other than the Company
or the Advisor) and advertising expenses incurred in seeking investments for the
Company.

The Company is required to pay all expenses of the Company not assumed by
the Advisor, including, without limitation, the following: (a) the cost of
borrowed money; (b) taxes on income, real property and all other taxes
applicable to the Company; (c) legal, accounting, underwriting, brokerage,
transfer agent's, registrar's, indenture trustee's, listing, registration and
other fees, printing, engraving, and other expenses and taxes incurred in
connection with the issuance, distribution, transfer, registration and stock
exchange listing of the Company's securities; (d) fees and expenses of advisors
and independent contractors, consultants, managers and other agents employed
directly by the Company; (e) expenses connected with the acquisition,
disposition or ownership of mortgages or real property or other investment
assets, including, to the extent not paid by any party other than the Company or
the Advisor, but not limited to, costs of foreclosure, costs of appraisal, legal
fees and other expenses for professional services, maintenance, repairs and
improvement of property, and brokerage and sales commissions, and expenses of
maintaining and managing real property equity interests; (f) the expenses of
organizing or terminating the Company; (g) all insurance costs (including the
cost of Directors' liability insurance) incurred in connection with the
protection of the Company's property as required by the Directors; (h) expenses
connected with payment of dividends or interest or distributions in cash or any
other form made or caused to be made by the Directors to holders of securities
of the Company, including a dividend reinvestment plan, if any; (I) all expenses
connected with communications to holders of securities of the Company and the
other bookkeeping and clerical work necessary in maintaining relations with
holders of securities, including the cost of printing and mailing checks,
certificates for securities and proxy solicitation materials and reports to
holders of the Company's securities; 0) to the extent not paid by borrowers from
the Company, the expenses of administering, processing and servicing mortgage,
development, construction and other loans; (k) the cost of any accounting,
statistical, or bookkeeping equipment necessary for the maintenance of the books
and records of the Company; (1) general legal, accounting and auditing fees and
expenses; (in) salaries and other employment expenses of the personnel employed
by the Company who are not affiliates of the Advisor, fees and expenses incurred
by the Directors, officers and employees in attending Directors' meetings, and
fees and travel and other expenses incurred by the Directors and officers and
employees of the Company who are not affiliates of the Advisor.

-10-

Expenses relating to the grant of options to all officers and employees of
the Company under a plan approved by the shareholders of the Company are borne
by the Company.

Remuneration of the Advisor. For services rendered under the current
advisory agreement, the Advisor is entitled to receive as regular compensation a
monthly fee equal to the sum of (a) $55,000 (equivalent to $660,000 per year)
and (b) 20% of the amount of any unrefunded commitment fees received by the
Company with respect to mortgage loans and other commitments which the Company
was not required to fund and which expired within the next preceding calendar
month. In 1999 and 2000, the Advisor's annual regular compensation amounted to
$660,000.

The Advisory Agreement also provides that the Advisor shall receive
incentive compensation for each fiscal year of the Company equal to the sum of
(a) 10% of the realized capital gains (net of accumulated net realized capital
losses) and extraordinary nonrecurring items of income of the Company for such
year, and (b) 10% of the amount, if any, by which Net Profits of the Company
exceed 8% per annum of the Average Net Worth of the Company. "Net Profits" is
defined as the gross earned income of the Company for such period (exclusive of
gains and losses from the disposition of assets), minus all expenses other than
non-cash charges for depreciation, depletion and amortization and the incentive
compensation payable to the Advisor, and minus all amounts expended for mortgage
amortization on long-term mortgage indebtedness, excluding extraordinary and
balloon payments. "Average Net Worth" is defined as the average of the amount in
the shareholders' equity accounts on the books of the Company, plus the
accumulated non-cash reserves for depreciation, depletion and amortization shown
on the books of the Company, determined at the close of the last day of each
month for the computation period.

If and to the extent that the Company requests the Advisor, or any of its
directors, officers, or employees, to render services for the Company, other
than those required to be rendered by the Advisor under the Agreement, such
additional services are to be compensated separately on terms to be agreed upon
between such party and the Company from time to time, which terms must be fair
and reasonable and at least as favorable to the Company is aware with
organizations unaffiliated with the Advisor. The Advisor received $30,000 in
1999 and 2000 for managing certain of the Company's affiliates.

Set forth below is the aggregate compensation paid to the Advisor during
the two fiscal years ended December 31, 1999 and 2000.

Form of Compensation Amount

2000 1999
---- ----

Regular Compensation........................... $660,000 $660,000

20% of Unrefunded Commitment Fees.............. -0- -0-

-11-

Incentive...................................... 333,000 365,000

Management Fees................................ 30,000 30,000
-------- --------

Total.......................................... $1,023,000 $1,055,000
---------- ----------

Brokerage Fees Paid the Advisor. Under the Advisory Agreement, the Advisor
and its affiliates are prohibited from receiving from the Company any brokerage
or similar fees for the placement of mortgages or other investments with the
Company. However, the Advisor and its affiliates can receive normal brokerage
commissions from borrowers in connection with transactions involving the
Company, provided that such commissions are fully disclosed to all Directors of
the Company and the Directors approve of the transaction and that such
commissions (which to the extent paid by the borrower and retained by the
Advisor or its affiliates may reduce the yield to the Company) are fair and
reasonable and in accord with the prevailing rates in the locality in which the
transaction is consummated for the type of transaction involved. The Advisor and
its affiliates may, subject to the same terms and conditions, receive normal
brokerage commissions from sellers, buyers, lessees and other parties with whom
the Company engages in transactions.

Management of the Advisor. Set forth below are the names, offices with the
Advisor and principal occupations of the current executive officers and
directors of the Advisor.

Name of Offices
with the Advisor Principal Occupation
---------------- --------------------

Maurice Wiener See "Election of Directors."
Chairman of the Board of
Directors and Chief
Executive Officer

Lawrence Rothstein See "Election of Directors."
President, Treasurer,
Secretary and Director

Bernard Lerner Vice President of the Company.
Vice President

Carlos Camarotti Vice President and Assistant
Vice President-Finance and Secretary of the Company.
Assistant Secretary

The Directors recommend that the shareholders approve the Agreement. An
affirmative vote by the holders of a majority of the Shares present in person or
by proxy at the Annual Meeting of Shareholders is required for approval of the
Agreement.

-12-

APPROVAL OF THE COMPANY'S
2000 STOCK OPTION PLAN

In order to provide additional incentives to the Company's officers, key
employees and directors to work toward the Company's continued success and to
remain in its employ, the Board of Directors has adopted the HMG/Courtland
Properties, Inc. 2000 Stock Option Plan (the "Plan"), subject to shareholders'
approval. Options will become exercisable only if the Plan is approved by the
Shareholders. The following summary of the Plan is qualified by reference to its
text which is available upon request from the Secretary of the Company.

The Plan will be administered by the Stock Option Committee (the
"Committee") of the Board of Directors composed of three Directors. The current
members of the Committee are Messrs. Arader and Bailey. The Committee is
authorized to grant options to officers, key employees and Directors of the
Company. Officers and key employees of the Company will be eligible for
selection by the Committee to participate in the Plan as grantees of "Incentive
Stock Options" or "Nonqualified Options." Incentive Stock Options are options
that qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986. Nonqualified Options are options that are not
Incentive Stock Options. Members of the Boards of the Company and of the Adviser
and officers and key employees of the Adviser shall also be eligible for
selection by the Committee to participate in the Plan as grantees of Incentive
Stock Options or of Nonqualified Options, but only if they are also officers or
employees of the Company or a Subsidiary. Members of the Boards of the Company,
a Subsidiary or the Adviser and employees of the Adviser who are not also
officers or employees of the Company or a Subsidiary shall be eligible for
selection by the Committee to participate in the Plan as grantees only of
Nonqualified Options. A person who has been granted an option may, if he or she
is otherwise eligible, be granted an additional option or options if the
Committee shall so determine. Approximately 10 officers, key employees and
Directors are presently eligible for participation. Not more than 120,000 Shares
may be issued under the Plan. Moreover, the aggregate fair market value of
shares with respect to which Incentive Stock Options may become exercisable for
the first time by a grantee during any calendar year may not exceed $100,000.
The closing price of Shares on the American Stock Exchange on May 14, 2000 was
$____. Options may be granted until March 30, 2010. The Plan provides for
appropriate adjustment to the number of Shares subject to options and available
for future grants and to the purchase prices if there is a change in the number
or terms of outstanding Shares as a result of stock dividends or stock splits,
mergers or other recapitalizations of the Company.

The terms of options will be set by the Committee subject to certain
limitations. Options may be exercisable at a price not less than the fair market
value of the Shares on the date of the grant. Upon termination of an option
holder's employment, his option will automatically expire unless termination was
by reason of death, retirement or disability. In the event of the death of a
grantee, the option may be exercised for a period of six months. If a grantee's
employment should be terminated due to retirement or disability, the option may
be exercised to the extent exercisable at the time of termination for a period
of up to one year.

The purchase price of Shares acquired upon exercise of an option may be
paid (i) in cash, (ii) by exchanging Shares already owned by the option holder,
for which credit will be given in an amount equal to the then fair market value
of the Shares exchanged, (iii) by a promissory note

-13-

issued by the purchaser to the Company, or (iv) in a combination of the
foregoing.

Any promissory note used to pay the purchase price will bear interest,
payable quarterly, at the minimum rate necessary to avoid the imputation to the
Company of interest income for federal income tax purposes. The principal of the
note will be due five years from the date of exercise unless an earlier payment
date is set by the Committee at the time of exercise or is required by
regulations of the Federal Reserve System governing the extension of credit to
buy margin stock. The note will also become due one year after termination of
the purchaser's employment with the Company, a subsidiary or the Adviser, as the
case may be. Payment of a note delivered upon exercise of an option will be
secured by the pledge of the Shares purchased, and the note may provide that the
purchaser will have no personal liability on the note beyond the pledged Shares.

Federal Income tax consequences of grant of options. Under the Plan, the
Company may grant the option to purchase Shares at a designated price in the
future. The Company may grant either Incentive Stock Options or Nonqualified
Options. The tax consequences of these two types of options are different, from
both the grantees' and the Company's perspectives.

In the case of a Nonqualified Option, for purposes of federal income taxes,
a grantee will realize no income upon the grant of an option to him. When he
exercises an option and pays for it in full in cash, he will realize ordinary
income equal to the excess of the fair market value of the Shares purchased, at
the time of exercise, over the option price. The Company will receive a
deduction equal to the ordinary income realized by the grantee upon exercise. If
the grantee uses previously owned Shares to pay all or a portion of the purchase
price, no capital gain will be realized upon the exchange of such Shares for an
equal number of option Shares. However, the grantee will realize ordinary income
equal to the full amount of the difference between the fair market value of the
Shares received and the option price attributable to such Shares. Generally,
payment of part of the purchase price by a note will be treated the same as
payment with cash. However, if the option holder is not personally liable under
a note delivered in partial payment of the purchase price, the Internal Revenue
Service may take the view that no income is realized until such time as the note
is paid substantially or in full.

In the case of an Incentive Stock Option, for purposes of federal income
taxes, a grantee will realize no income upon the grant of the option, nor upon
its exercise provided the employment and holding period requirements described
below are met. However, to avoid taxation at exercise, the grantee must,
generally speaking, have remained in the Company's or a subsidiary's employ from
the time the option is granted until three months before its exercise. (The
employment requirement does not apply in the case of the employee's death.)
Also, the employee cannot dispose of the shares acquired upon exercise of the
option until at least two years after the option was granted and one year after
the option was exercised. If these employment and holding period requirements
are met, no income will be realized by the option holder until the shares
acquired upon exercise of the option are sold.

The Company gets no deduction in connection with an Incentive Stock Option
provided the employment and holding period requirements are met. If either of
these requirements is not met the Company can deduct, as a business deduction,
an amount equal to the gain realized by the grantee at the time the option was
exercised.

-14-

As a result of the Company's acceptance of notes in payment of the purchase
price, the Company will be required to comply with applicable regulations of the
Federal Reserve System. These regulations may require the Company to register
with the Federal Reserve System and may impose certain restrictions on the
disposition of Shares pledged to the Company.

Grant of Options. Subject to approval of the Plan by the shareholders, the
Committee intends to grant options to certain officers and Directors of the
Company as follows:

Officers and/or Directors No. of Shares
------------------------- -------------

Maurice Wiener 30,000 shares
Chairman of the Board and
Chief Executive Officer

Lawrence Rothstein 25,000 shares
Director, President ,
Treasurer and Secretary

Bernard Lerner 8,000 shares
Vice President

Carlos Camarotti 8,000 shares
Vice President, Controller
and Assistant Secretary

Walter Arader 5,000 shares
Director

John Bailey 5,000 shares
Director

Harvey Comita 5,000 shares
Director

The exercise prices will equal or exceed the market value of the Shares on
the date of grant.

The Directors recommend that the shareholders vote to approve adoption of
the Plan. An affirmative vote by the holders of a majority of all Shares is
required to approve the Plan.

-15-

APPROVAL OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

In order for the Company to qualify as a real estate investment trust
("REIT") under the Internal Revenue Code ("Code"), not more than 50% of the
value of the outstanding shares and other securities convertible in such shares
may be owned by five or fewer individuals during the last half of the taxable
year, and the shares and such other convertible securities must be owned by 100
or more persons during at least 335 days of a taxable year. In order to meet
these requirements, the Board of Directors is currently given the power to
redeem a sufficient number of shares selected by lot or other means deemed
equitable by them, to maintain or bring the ownership of the shares into
conformity with such requirements and to prohibit the transfer of shares to
persons whose acquisition thereof, in the opinion of the Directors, results in a
violation of such requirements. The redemption price to be paid will be the fair
market value as reflected in the latest market quotations, or, if no quotations
are available, as determined in good faith by the Directors. Upon demand the
shareholders are required to disclose to the Company such information regarding
their ownership of shares as the Directors may deem necessary to comply with the
REIT provisions of the Code.

Since the original formation of the Company in 1972 the shareholdings have
now become concentrated to a point that could jeopardize the Company's status as
a REIT. After considering certain changes in the tax laws and rulings of the
Internal Revenue Service since 1972 and the current stock holdings, the Board of
Directors is recommending that the Certificate of Incorporation of the Company
be amended so as to reinforce these restrictions and prohibitions in order to
assure that the Company maintains its status as a REIT. Accordingly, the Board
of Directors unanimously recommends that the shareholders vote for the adoption
of the following proposed amendments to the Certificate of Incorporation.

The following proposed amendments provide a method by which the Company can
control the concentration of stock ownership in order to ensure compliance with
the real estate investment trust provisions under the Internal Revenue Code.
Although the existing provisions of the Company's Certificate of Incorporation
as outlined above provide the Board of Directors with power to take actions with
regard to controlling any stock concentration, the proposed amendments below
provide that any direct or indirect ownership of shares acquired on or after the
Effective Date in excess of the ownership limit or that would otherwise result
in the disqualification of the Corporation as a REIT, would be null and void,
and the intended transferee would acquire no rights to the capital stock. Any
shares that are owned in excess of the ownership limit will automatically be
converted into Excess Stock that will then be transferred, by operation of law,
to a trustee of a trust for the exclusive benefit of one or more charitable
organizations. The purchasing stockholder in question would not receive the
common stock and would only receive from the trustee the proceeds if and when a
sale of the Excess Stock is completed to a person that would not violate the
ownership limitation.

Amended and Restated Certificate of Incorporation
- -------------------------------------------------
The following summary of the terms of the Corporation's Amended and
Restated Certificate of Incorporation does not purport to be complete and is
subject to and qualified in its entirety by reference to the Corporation's
Amended and Restated Certificate of Incorporation attached as Exhibit A.

-16-

General

The Amended and Restated Certificate of Incorporation provides that the
Corporation may issue up to 1,500,000 shares of common stock, $1 par value per
share ("Common Stock") 2,000,000 shares of preferred stock, $1 par value per
share ("Preferred Stock") and 500,000 shares of excess stock, $1 par value per
share ("Excess Stock"). Upon approval by the shareholders, 1,089,135 shares of
Common Stock will continue to be issued and outstanding and there will be no
Preferred Stock or Excess Stock outstanding. Except as otherwise may be
determined by the Board of Directors with respect to any series of Preferred
Stock, no shares will have preference, conversion, exchange, sinking fund,
redemption or preemptive rights.

Common Stock

Subject to the preferential rights of any other shares or series of stock
and to the provisions of the Amended and Restated Certificate of Incorporation
regarding Excess Stock, holders of Common Stock are entitled to receive
dividends on such stock if and when authorized and declared by the Board of
Directors out of assets legally available therefor and to share ratably in the
assets of the Corporation legally available for distribution to its shareholders
in the event of its liquidation, dissolution or winding up after payment of or
adequate provision for all known debts and liabilities of the Corporation.

Subject to the provisions of the Amended and Restated Certificate of
Incorporation regarding Excess Stock, each share of outstanding Common Stock
entitles the holder to one vote on all matters submitted to a vote of
stockholders, including the election of directors, and, except as provided with
respect to any other class or series of stock, the holders of such shares will
possess the exclusive voting power. There is no cumulative voting in the
election of directors, which means that the holders of a majority of outstanding
shares of Common Stock can elect all of the directors then standing for election
and the holders of the remaining shares will not be able to elect any directors.

Holders of Common Stock have no preference, conversion, exchange, sinking
fund, redemption or appraisal rights and have no preemptive rights to subscribe
for any securities of the Corporation. Subject to the provisions of the Amended
and Restated Certificate of Incorporation regarding Excess Stock, Common Stock
will have equal dividend, liquidation and other rights.

Preferred Stock
- ---------------

The Amended and Restated Certificate of Incorporation authorizes the Board
of Directors to classify any unissued Preferred Stock and to reclassify
previously classified but unissued Preferred Stock of any series. Prior to
issuance of shares of each series, the Board is required to designate the terms,
preferences, conversion or other rights, voting powers, restrictions,
limitations and restrictions on ownership, limitations as to dividends or other
distributions, qualifications and terms or conditions of redemption for each
such series. Accordingly, the Board of Directors could authorize the issuance of
Preferred Stock with terms and conditions which could have the effect of
delaying, deferring or preventing a transaction or a change in control of the
Corporation that might involve a premium price for holders of Common Stock or
otherwise be in their best interest. As of the date hereof, no shares of
Preferred Stock are

-17-

outstanding and the Corporation has no present plans to issue any Preferred
Stock.

Excess Stock-Restrictions on Transfer

For the Corporation to qualify as a REIT under the Code, among other
things, not more than 50% in value of its outstanding capital stock may be
owned, directly or indirectly, by five or fewer individuals during the last half
of a taxable year (the "Five or Fewer Test"), and such capital stock must be
beneficially owned by 100 or more persons during at least 335 days of a taxable
year. The Five or Fewer Test is applied using certain constructive ownership and
attribution rules of the Code. In order to protect the Corporation against the
risk of losing its status as a REIT due to concentration of ownership among its
stockholders the Amended and Restated Certificate of Incorporation, subject to
certain exceptions provides that no stockholder may own, or be deemed to own by
virtue of the attribution provisions of the Code, more than two percent (2%)
(the "Ownership Limit") of the lesser of the aggregate number or value of the
Corporation's outstanding Common Stock. In the event the Corporation issues
Preferred Stock, it may, in the certificate of designation creating such
Preferred Stock, determine a limit on the ownership of such shares. Any shares
of capital stock acquired after the Effective Date that results in any direct or
indirect ownership of shares in excess of the Ownership Limit or that would
result in the disqualification of the Corporation as a REIT, including any
transfer that results in capital stock being owned by fewer than 100 persons or
results in the Corporation being "closely held" within the meaning of Section
856(h) of the Code, shall be null and void, and the intended transferee will
acquire no rights to the capital stock. The foregoing restrictions on
transferability and ownership will not apply to (i) shares owned or issuable
upon exercise of outstanding options by existing shareholders as of the close of
business on the Effective Date in excess of the Ownership Limit, or (ii) if the
Board of Directors determines that it is no longer in the best interests of the
Corporation to attempt to qualify, or to continue to qualify, as a REIT and a
majority of the Corporation's voting stockholders approve such determination by
the Board. If approved by the shareholders at the annual meeting, the Effective
Date is expected to be June 25, 2001. The Board of Directors may, in its sole
discretion, waive the Ownership Limit if evidence satisfactory to the Board of
Directors and the Corporation's tax counsel is presented that the changes in
ownership will not then or in the future jeopardize the Corporation's REIT
status and the Board of Directors otherwise decides that such action is in the
best interests of the Corporation.

Any person who acquires or attempts to acquire any capital stock of the
Corporation on or after the Effective Date in violation of the Ownership Limit
or which would result in the disqualification of the Corporation as a REIT, and
any person who is or attempts to become a transferee of capital stock of the
Corporation such that Excess Stock results, must immediately give written
notice, or, in the event of a proposed or attempted transfer, at least 15 days
prior written notice, to the Corporation of such event and must provide the
Corporation with such other information as the Corporation may request in order
to determine the effect, if any, of such acquisition or transfer, whether
consummated or attempted, on the Corporation's status as a REIT.

Shares owned, or deemed to be owned, or transferred to a stockholder in
excess of the Ownership Limit will automatically be converted into Excess Stock
that will be transferred, by operation of law, to the trustee of a trust for the
exclusive benefit of one or more charitable organizations described in Section
170(b)(1)(A), 170(c) and 501(c)(3) of the Code (the

-18-

"Charitable Beneficiary"). The trustee of the trust will be deemed to own the
Excess Stock for the benefit of the Charitable Beneficiary. Any dividend or
distribution paid to the original transferee-stockholder of Excess Stock prior
to discovery by the Corporation that shares have been transferred in violation
of the provisions of the Corporation's Amended and Restated Certificate of
Incorporation shall be repaid to the trustee upon demand. Any dividend or
distribution authorized and declared but unpaid shall be rescinded as void ab
initio with respect to the original transferee-stockholder and shall instead be
paid to the trustee of the trust for the benefit of the Charitable Beneficiary.
Any vote cast by an original transferee-stockholder of shares constituting
Excess Stock prior to the discovery by the Corporation that shares of capital
stock have been transferred in violation of the provisions of the Corporation's
Amended and Restated Certificate of Incorporation shall be void ab initio. While
the Excess Stock is held in trust, the original transferee-stockholder will be
deemed to have given an irrevocable proxy to the trustee to vote the capital
stock for the benefit of the Charitable Beneficiary. The trustee of the trust
may transfer the interest in the trust representing the Excess Stock to any
person whose ownership of the shares converted into such Excess Stock would be
permitted under the Ownership Limit. If such transfer is made, the interest of
the Charitable Beneficiary shall terminate and the proceeds of the sale shall be
payable to the original transferee-stockholder and to the Charitable
Beneficiary. The original transferee-stockholder shall receive the lesser of (i)
the price paid by the original transferee-stockholder for the shares that were
converted into Excess Stock or, if the original transferee-stockholder did not
give value for such shares (e.g., the shares were received through a gift or
other transaction), the average closing price on the principal U.S. or foreign
securities exchange on which the class of shares from which such shares were
converted is then listed or admitted to trading for the ten trading days
immediately preceding such sale or gift; and (ii) the price received by the
trustee from the sale or other disposition of the Excess Stock held in trust.
The trustee may reduce the amount payable to the original transferee-stockholder
by the amount of dividends and distributions relating to the shares of Excess
Stock which have been paid to the original transferee-stockholder and are owed
by the original transferee-stockholder to the trustee. Any proceeds in excess of
the amount payable to the original transferee-stockholder shall be paid by the
trustee to the Charitable Beneficiary. Any liquidation distributions relating to
the Excess Stock shall be distributed in the same manner as proceeds of a sale
of Excess Stock. If the foregoing transfer restrictions are determined to be
void or invalid by virtue of any legal decision, statute, rule or regulation,
then the original transferee-stockholder of any shares of Excess Stock may be
deemed, at the option of the Corporation, to have acted as an agent on behalf of
the Corporation in acquiring the shares of Excess Stock and to hold the shares
of Excess Stock on behalf of the Corporation.

In addition, the Corporation will have the right, for a period of 90 days
during the time any shares of Excess Stock are held in trust, to purchase all or
any portion of the shares of Excess Stock at the lesser of (i) the price
initially paid for such shares by the original transferee-stockholder, or if the
original transferee-stockholder did not give value for such shares (e.g., the
shares were received through a gift or other transaction), the average closing
price for the class of shares from which such shares of Excess Stock were
converted for the ten trading days immediately preceding such sale or gift and
(ii) the average of the last reported closing sales price on the principal U.S.
or foreign securities exchange on or over which the class of capital stock from
which such shares of Excess Stock were converted is listed or admitted to
trading for the ten trading days immediately preceding the date the Corporation
elects to purchase such shares. The Corporation may reduce the amount payable to
the original transferee-stockholder by

-19-

the amount of dividends and distributions relating to the shares of Excess Stock
which have been paid to the original transferee-stockholder and are owed by the
original transferee-stockholder to the trustee. The Corporation may pay the
amount of such reductions to the trustee for the benefit of the Charitable
Beneficiary. The 90 day period begins on the later date of which notice is
received of the violative transfer if the original transferee-stockholder gives
notice to the Corporation of the transfer or, if no such notice is given, the
date the Board of Directors determines that a violative transfer has been made.

These restrictions will not preclude settlement of transactions through any
U.S. or foreign securities exchange or quotation system on which the
Corporation's stock is listed or admitted for trading. The fact that settlement
of a transaction may so occur will not negate the effect of any of these
restrictions and any transferee in such a transaction will be subject to all of
these restrictions.

All certificates representing capital stock will bear a legend referring to
the restrictions described above.

Each stockholder shall upon demand be required to disclose to the
Corporation in writing any information with respect to the direct, indirect and
constructive ownership of capital stock of the Corporation that the Board of
Directors deems necessary to comply with the provisions of the Code applicable
to REITs, and to comply with the requirements of any taxing authority or
governmental agency or to determine any such compliance.

The Ownership Limit may have the effect of delaying, deferring or
preventing a change in control of the Corporation unless the Board of Directors
determines that maintenance of REIT status is no longer in the best interest of
the Corporation.

The Directors recommend that shareholders approve the Amended and Restated
Certificate of Incorporation. An affirmative vote of the holders of two-thirds
of the outstanding shares present in person or by proxy at the Annual Meeting of
Shareholders is required for approval of the Amendment.

-20-

INDEPENDENT ACCOUNTANTS

The Company has engaged BDO Seidman, LLP ("BDO"), its independent
accountant for the fiscal year ended December 31, 2000, as its independent
accountant for the fiscal year ending December 31, 2001. Representatives of BDO
are not expected to be present at the meeting. For the year ended December 31,
2000, the Company incurred professional fees and out-of-pocket expenses to its
auditors in the amount $125,000, of which $75,000 related to auditing services
and $50,000 related to all other services.

The Company's Audit Committee has considered whether the non-audit services
were compatible with the auditors independence.

SOLICITATION OF PROXIES

The cost of soliciting proxies will be borne by the Company. In addition to
the use of the mails, proxies may be solicited by Directors, officers and
employees of the Company personally, by telephone or by telegraph.

OTHER BUSINESS

The Board of Directors is not aware of any business other than those items
referred to above to be presented for action at the meeting. However, should any
other matters requiring a vote of the shareholders arise, the agents named in
the accompanying proxy will vote in accordance with their own best judgment.

In order for proposals of shareholders to be considered for inclusion in
the proxy materials for presentation at the 2002 annual meeting of shareholders,
such proposals must be received by the Company no later than April 1, 2002.

-21-

-------------------------

A copy of the Annual Report on Form 10-KSB for the year ended December 31,
2000, including financial statements and schedules thereto, filed with the
Securities and Exchange Commission, may be obtained by shareholders without
charge upon written request to: Secretary, HMG/Courtland Properties, Inc., 1870
South Bayshore Drive, Coconut Grove, Florida 33133.

--------------------------

YOU CAN SAVE YOUR COMPANY ADDITIONAL EXPENSE BY SIGNING AND
RETURNING YOUR PROXY AS PROMPTLY AS POSSIBLE

-22-

EXHIBIT A

FORM OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HMG/COURTLAND PROPERTIES, INC.

The following is the Amended and Restated Certificate of Incorporation
("Certificate") of HMG/COURTLAND PROPERTIES, INC., originally incorporated as
HOSPITAL MORTGAGE GROUP, INC., whose name was successively changed to HMG
PROPERTY INVESTORS, INC. and HMG/ COURTLAND PROPERTIES, INC. The original
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on June 15, 1979.

This Amended and Restated Certificate of Incorporation was duly adopted by
the Board of Directors of the corporation in accordance with the provisions of
Section 245 of the Delaware General Corporation Law. It restates and amends
certain provisions of the Corporation's Certificate of Incorporation as
heretofore amended.

ARTICLE I
---------

1. Name. The name of the corporation is HMG/COURTLAND PROPERTIES, INC.

-1-

ARTICLE II
----------

2. Principal Office and Registered Agreement. The address of its registered
office in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

ARTICLE III
-----------

3. Purpose. The nature of the business or purposes to be conducted or
promoted is:

To engage in the business of investing in, purchasing or otherwise
acquiring, for cash or for other property, or through the issuance of
securities of the corporation, and Holding or retaining for
investment, full or participating interests of any type, in real,
personal or mixed, tangible or intangible, property of any kind
wherever located, including, without limitation, the following: (a)
obligations or securities which are secured by mortgages on real
property; (b) rents, lease payments, or other income from, or profits
from, or the equity or ownership of real property or any other
interest therein; (C) deeds of trust or other security interests in
real property or in rights or interests, including leasehold
interests, in real property and buildings, structures, improvements,
furniture, fixtures located on or used in connection with land and
rights in land, or interests therein; and (d) securities of every
nature, whether or not secured by mortgages; and

-2-

To otherwise engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware.

ARTICLE IV
----------

4. Authorized Capital. Section 1. The total number of shares of capital
stock which the Corporation shall have authority to issue is as follows:

a. One Million, Five Hundred Thousand (1,500,000) shares of Common
Stock, par value $1 per share, or $1,500,000 in the aggregate.

b. Two-Hundred Thousand (200,000) shares of Excess Stock, par value $1
per share, or $200,000 in the aggregate.

c. Two Million (2,000,000) shares of Preferred Stock, par value $1 per
share, or $2,000,000 in the aggregate. The Preferred Stock may be issued in one
or more classes, and in one or more series within a class, with such voting
rights, designations, preferences, qualifications, privileges, limitations,
options, conversion rights, restrictions and special or relative rights as may
be stated in a resolution or resolutions providing for the issue of such shares
adopted from time to time by the Board of Directors and without the necessity of
any action by the stockholders. The Board of Directors may fix the status of any
shares of Preferred Stock redeemed, canceled, surrendered for conversion or
otherwise retired, and if previously issued shares are reacquired and canceled
by the Corporation, such a number of shares shall thereafter be considered as
authorized and unissued shares.

-3-

Notwithstanding the provisions of any such resolution, all Preferred Stock
shall be subject to redemption at the direction of the Board of Directors at
such time or times as the Board shall be of the opinion that ownership of the
capital stock of the Corporation has or may become concentrated to an extent
which may prevent the Corporation from qualifying as a real estate investment
trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
In such event, the Board shall have the power, by lot or other means deemed
equitable by it, to call for redemption sufficient shares of Preferred Stock to
bring the direct or indirect ownership thereof into conformity with the
requirements for such a REIT. The redemption price paid shall be as specified by
the Board of Directors in its resolution designating the Preferred Stock.

d. The aggregate par value of all authorized shares of stock of the
Corporation having par value is $3,700,000.

Section 2. Common Stock. Subject to the provisions of Article V, each share
of Common Stock shall entitle the holder thereof to one vote. The Board of
Directors may reclassify any unissued shares of Common Stock from time to time
in one or more classes or series of stock.

Section 3. Preferred Stock. The Board of Directors may classify any
unissued shares of Preferred Stock and reclassify any previously classified but
unissued shares of Preferred Stock of any series, in one or more series of
stock.

-4-

ARTICLE V
---------

5. RESTRICTION ON TRANSFER, ACQUISITION AND REDEMPTION OF SHARES

Section 1. Definitions. For purposes of this Article V, the following
terms shall have the following meanings:

"Beneficial Ownership" shall mean ownership of shares of Equity Stock by a
Person who is or would be an actual owner, for United States federal income tax
purposes, of such shares of Equity Stock or who is or would be treated as a
constructive owner of such shares of Equity Stock under Section 542(a) (2) of
the Code, either directly or constructively through the application of Section
544 of the Code, as modified by Sections 856 (h) (1) (B) and 856 (h) (3) of the
Code. The terms "Beneficial Owner," "Beneficially Owns," "Beneficially Own,"
"Beneficially Owning" and "Beneficially Owned" shall have the correlative
meanings.

"Charitable Beneficiary" shall mean a beneficiary of the Trust as
determined pursuant to Section 14 of this Article V.

"Code" shall mean the United States Internal Revenue Code of 1986, as
amended.

"Common Stock" shall mean the Common Stock of the Corporation, authorized
pursuant to and the rights of which are provided in Article IV.

"Effective Date" shall mean the date as of which this Amendment and
Restated Certificate of Incorporation is filed of record in Delaware.

-5-

"Equity Stock" shall mean stock that is either Common Stock or Preferred
Stock.

"Excess Stock" shall mean those shares of Common Stock and/or Preferred
Stock which are classified as Excess Stock as provided in and pursuant to
Section 3.

"Market Price" as to any date shall mean the average of the last reported
closing sales price of Common Stock, or Preferred Stock, as the case may be, on
the ten trading days immediately preceding the relevant date as reported on the
principal United States or foreign securities exchange or quotation system on or
over which the Common Stock, or Preferred Stock, as the case may be, is listed
or admitted to trading, or if not then listed or traded over any such exchange
or quotation system, then the market price of the Common Stock, or Preferred
Stock, as the case may be, on the relevant date as determined in good faith by
the Board of Directors.

"Ownership Limit" shall initially mean two percent (2%) of the lesser of
the aggregate number or value of the outstanding shares of Common Stock of the
Corporation and, after any adjustment as set forth in Section 9 of this Article
V, shall mean such percentage as so adjusted. The Board of Directors of the
Corporation may, in its sole discretion, in the Certificate of Designation for
the Preferred Stock, determine a limit on the ownership of one or more classes
or series of its Preferred Stock (the "Preferred Stock Limit") From and after
such determination, references to the Ownership Limit herein will include the
Preferred Stock Limit, as applicable. If the Board of Directors does not
establish a limit on ownership, then the Preferred Stock shall not be restricted
from transfer under this Article V. The number and value of shares of the Equity
Stock of the Corporation shall be determined by the Board of Directors in good
faith, which determination shall be conclusive for all purposes hereof.

-6-

"Person" shall mean an individual, corporation, partnership, estate, trust
(including a trust qualified under Section 401 (a) or 501 (c) (17) of the Code,
a portion of a trust permanently set aside for or to be used exclusively for the
purposes described in Section 642(c) of the Code, association, private
foundation within the meaning of Section 509(a) of the Code, joint stock company
or other entity and also includes a group as that term is used for purposes of
Section 13 (d) (3) of the United States Securities Exchange Act of 1934, as
amended, but does not include an underwriter which participated in a public
offering of the Common Stock and/or Preferred Stock for a period of 30 days
following the purchase by such underwriter of shares of the Common Stock and/or
Preferred Stock.

"Purported Beneficial Transferee" shall mean, with respect to any purported
Transfer which results in Excess Stock as described below in Section 3 of this
Article V, the purported beneficial transferee for whom the Purported Record
Transferee would have acquired shares of Equity Stock, if such Transfer had not
been void under Section 2 of this Article V.

"Purported Record Transferee" shall mean, with respect to any purported
Transfer which results in Excess Stock as described below in Section 3 of this
Article V, the record holder of the Equity Stock if such Transfer had not been
void under Section 2 of this Article V.

"Restriction Termination Date" shall mean the first day after the Effective
Date on which the Board of Directors determines that it is no longer in the best
interests of the Corporation to attempt to, or continue to, qualify as a REIT.

-7-

"Transfer" shall mean any issuance, sale, transfer, gift, assignment,
devise or other disposition of Equity Stock (including (I) the granting of any
option or entering into any agreement for the sale, transfer or other
disposition of Equity Stock or (ii) the sale, transfer, assignment or other
disposition of any securities or rights convertible into or exchangeable for
Equity Stock) , whether voluntary or involuntary, whether of record or
beneficially, and whether by operation of law or otherwise. The terms
"Transfers" and "Transferred" shall have the correlative meanings.

"Trust" shall mean the trust created pursuant to Section 14 of this Article
V.

"Trustee" shall mean the Person that is appointed by the Corporation
pursuant to Section 14 of Article V to serve as trustee of the Trust, and any
successor thereto.

Section 2. Ownership Limitation.

(i) Except for shares of Common Stock beneficially owned in excess of
the Ownership Limit at the close of business on the Effective Date and except as
provided in Section 11of this Article V, after the Effective Date and prior to
the Restriction Termination Date, no Person shall Beneficially Own shares of
Common Stock and/or Preferred Stock in excess of the Ownership Limit.

(ii) Except as provided in Section 11 of this Article V, after the
Effective Date and prior to the Restriction Termination Date, any Transfer that,
if effective, would result in any Person Beneficially Owning Common Stock and/or
Preferred Stock in excess of the Ownership Limit shall be void ab initio as to
the Transfer of such shares of Common

-8-

Stock and/or Preferred Stock which would be otherwise Beneficially Owned by such
Person in excess of the Ownership Limit; and the intended transferee shall
acquire no rights in such shares of Common Stock and/or Preferred Stock.

(iii) After the Effective Date and prior to the Restriction
Termination Date, any Transfer that, if effective, would result in the Common
Stock and/or Preferred Stock being Beneficially Owned by less than 100 Persons
(determined without reference to any rules of attribution) shall be void ab
initio as to the Transfer of such shares of Common Stock and/or Preferred Stock
which would be otherwise Beneficially Owned by the transferee; and the intended
transferee shall acquire no rights in such shares of Common Stock and/or
Preferred Stock.

(iv) After the Effective Date and prior to the Restriction Termination
Date, any Transfer that, if effective, would result in the Corporation being
"closely held" within the meaning of Section 856 (h) of the Code shall be void
ab initio as to the Transfer of the shares of Common Stock and/or Preferred
Stock which would cause the Corporation to be "closely held" within the meaning
of Section 856(h) of the Code; and the intended transferee shall acquire no
rights in such shares of Common Stock and/or Preferred Stock.

Section 3. Excess Stock.

(i) If, notwithstanding the other provisions contained in this Article
V, at any time after the date of the Effective date and prior to the Restriction
Termination Date, there is a purported Transfer or other change in the capital
structure of the Corporation such that any Person would Beneficially Own Common
Stock and/or Preferred Stock in excess of the

-9-

applicable Ownership Limit, then, except as otherwise provided in Section 11,
such shares of Common Stock and/or Preferred Stock in excess of such Ownership
Limit (rounded up to the nearest whole share) shall be converted automatically
into Excess Stock and be treated as provided in this Article V. Such conversion
and treatment shall be effective as of the close of business on the business day
prior to the date of the purported Transfer or change in capital structure.

(ii) If, notwithstanding the other provisions contained in this
Article V, at any time after the date of the Effective Date and prior to the
Restriction Termination Date, there is a purported Transfer or other change in
the capital structure of the Corporation which, if effective, would cause the
Corporation to become "closely held" within the meaning of Section 856(h) of the
Code, then the shares of Common Stock and/or Preferred Stock being Transferred
which would cause the Corporation to be "closely held" within the meaning of
Section 856 (h) of the Code (rounded up to the nearest whole share) shall be
converted automatically into Excess Stock and be treated as provided in this
Article V. Such conversion and treatment shall be effective as of the close of
business on the business day prior to the date of the purported Transfer or
change in capital structure.

Section 4. Prevention of Transfer. If the Board of Directors or its
designee shall at any time determine in good faith that a Transfer has taken
place in violation of Section 2 of this Article V or that a Person intends to
acquire or has attempted to acquire beneficial ownership (determined without
reference to any rules of attribution) or Beneficial Ownership of any shares of
stock of the Corporation in violation of Section 2 of this Article V, the Board
of Directors or its designee shall take such action as it deems advisable to
refuse to

-10-

give effect to or to prevent such Transfer, including, but not limited to,
refusing to give effect to such Transfer on the books of the Corporation or
instituting proceedings to enjoin or rescind such Transfer; provided, however,
that any Transfers or attempted Transfers in violation of subparagraphs Section
2 (ii) and (iv) of this Article V shall automatically result in the conversion
and treatment described in Section 3, irrespective of any action (or non-action)
by the Board of Directors.

Section 5. Notice to Corporation. Any Person who acquires or attempts
to acquire shares of stock of the Corporation in violation of Section 2 of this
Article V, or any Person who is or attempts to become a transferee such that
Excess Stock results under Section 3 of this Article V, shall immediately give
written notice or, in the event of a proposed or attempted Transfer, give at
least 15 days prior written notice to the Corporation of such event and shall
provide to the Corporation such other information as the Corporation may request
in order to determine the effect, if any, of such Transfer or attempted Transfer
on the Corporation's status as a REIT.

Section 6. Information for Corporation. From the date of the Effective
Date and prior to the Restriction Termination Date, each Person who is a
Beneficial Owner of Common Stock and/or Preferred Stock and each Person
(including the stockholder of record) who is holding Common Stock and/or
Preferred Stock for a Beneficial Owner shall, upon demand, provide in writing to
the Corporation any information with respect to the direct, indirect and
constructive ownership of Equity Stock of the Corporation as the Board of
Directors deems necessary to comply with the provisions of the Code applicable
to REITs, to comply with the

-11-

requirements of any taxing authority or governmental agency or to determine any
such compliance.

Section 7. Other Action by Board. Subject to the provisions of Section
19 of this Article V, nothing contained in this Article V shall limit the
authority of the Board of Directors to take such other action as it deems
necessary or advisable to protect the Corporation and the interests of its
stockholders by preservation of the Corporation's status as a REIT.

Section 8. Ambiguities. In the case of an ambiguity in the application
of any of the provisions of this Article V, including any definition contained
in Section 1, the Board of Directors shall have the power to determine the
application of the provisions of this Article V with respect to any situation
based on the facts known to it.

Section 9. Change in Ownership Limit. Subject to the limitations
provided in Section 10 of this Article V, the Board of Directors may from time
to time increase or decrease the Ownership Limit.

Section 10. Limitations on Changes in Ownership Limit.

(i) The Ownership Limit for a class or series of Equity Stock may not
be increased if, after giving effect to such increase, five or fewer Beneficial
Owners of Equity Stock would Beneficially Own, in the aggregate, more than 50.0%
in value of the outstanding shares of Equity Stock.

(ii) Prior to any modification of the Ownership Limit pursuant to
Section 9 of this Article V, the Board of Directors may require such opinions of
counsel, affidavits, undertakings or agreements as it may deem necessary or
advisable in order to

-12-

determine or ensure the Corporation's status as a REIT.

Section 11. Exemptions and Exclusions - Termination of Status as Real
Estate Investment Trust.

(i) Exemptions by Board. The Board of Directors may, in its sole
discretion, waive the Ownership Limit with respect to any particular Person or
Persons if evidence satisfactory to the Board of Directors and the Corporation's
tax counsel is presented that the changes in ownership pursuant to such waiver
will not cause the Corporation not to continue to be qualified as a REIT and are
not reasonably likely to cause the Corporation not to continue to be qualified
as a REIT in the future and the Board of Directors otherwise decides that such
action is in the best interests of the Corporation.

(ii) Exclusion of Existing Shareholders and Termination of Status as a
Real Estate Investment Trust. The restrictions on transferability and ownership
shall not apply to (i) shares owned or shares issuable upon exercise of
outstanding options by existing shareholders as of the close of business on the
Effective Date that own shares in excess of the Ownership Limit, or (2) if the
Board of Directors determines that is no longer in the best interest of the
Corporation to attempt to qualify, or to continue to qualify, as a real estate
investment trust and a majority of the Corporation's voting stockholders approve
such determination by the Board.

Section 12. Legend.

(i) In addition to any other legend required by applicable law, each
certificate for shares of Common Stock shall bear substantially the following
legend:

-13-

The securities represented by this certificate are subject to
restrictions on transfer for the purpose of the Corporation
maintaining its status as a real estate investment trust (a "REIT")
under the United States Internal Revenue Code of 1986, as amended.
Except as otherwise provided pursuant to the Certificate of
Incorporation (the "Certificate") of the Corporation, no Person may
Beneficially own shares of Common Stock in excess of 2% (or such
greater percentage as may be determined by the Board of Directors of
the Corporation) of the lesser of the aggregate number or value of the
outstanding shares of Common Stock of the Corporation. Any Person who
acquires or attempts to acquire shares of Common Stock in excess of
the aforementioned limitation, or any Person who is or attempts to
become a transferee such that Excess Stock results under the
provisions of the Articles, shall immediately give written notice or,
in the event of a proposed or attempted transfer, give at least 15
days prior written notice to the Corporation of such event and shall
provide to the Corporation such other information as it may request in
order to determine the effect of any such Transfer on the
Corporation's status as a REIT. All capitalized terms in this legend
have the meanings defined in the Certificate, a copy of which,
including the restrictions on transfer, will be sent to any
stockholder on request and without charge. If the restrictions on
transfer are violated, the securities represented hereby will be
converted into and treated as shares of Excess Stock that will be

-14-

transferred, by operation of law, to the trustee of a trust for the
exclusive benefit of one or more charitable organizations.

(ii) In addition to any legend required by applicable law, each
certificate for shares of Preferred Stock shall bear such legend as
may be set forth in the Certificate of Designation with respect to the
transferability of such Preferred Stock.

Section 13. Severability. If any provision of this Article V or any
application of any such provision is determined to be void, invalid or
unenforceable by virtue of any legal decision, statute, rule or regulation, then
the Purported Record Transferee may be deemed, at the option of the Corporation,
to have acted as an agent of the Corporation in acquiring such shares of Excess
Stock and to hold such shares of Excess Stock on behalf of the Corporation, and
the validity and enforcability of remaining provisions shall not be affected and
other applications of such provision shall be affected only to the extent
necessary to comply such determination.

Section 14. Trust for Excess Stock. Upon any purported Transfer that
results in Excess Stock pursuant to Section 3 of this Article V, such Excess
Stock shall be deemed to have been transferred by operation of law to the
Trustee of a trust (the "Trust") for the exclusive benefit of one or more
Charitable Beneficiaries. The Trustee shall be appointed by the Corporation and
shall be a person unaffiliated with the Corporation, any purported Beneficial
Transferee or any Purported Record Transferee. By written notice to the Trustee,
the Corporation shall designate one or more non-profit organizations to be the
Charitable Beneficiary(ies) of the interest in the Trust representing the Excess
Stock such that (a) the shares

-15-

of Equity Stock, from which the shares of Excess Stock held in the Trust were so
converted, would not violate the restrictions set forth in Section 2 of this
Article V in the hands of such Charitable Beneficiary and (b) each Charitable
Beneficiary is an organization described in Sections 170 (b) (1) (A) , 170 (c)
and 501 (c) (3) of the Code. The Trustee of the Trust will be deemed to own the
Excess Stock for the benefit of the Charitable Beneficiary on the date of the
purported Transfer that results in Excess Stock pursuant to Section 3 of this
Article V. Shares of Excess Stock so held in trust shall be issued and
outstanding stock of the Corporation. The Purported Record Transferee shall have
no rights in such Excess Stock except as expressly provided for in this Article
V.

Section 15. Dividends on Excess Stock. Shares of Excess Stock will be
entitled to dividends and distributions authorized and declared with respect to
the class or series of Equity Stock from which the Excess Stock was converted
and will be payable to the Trustee of the Trust in which such Excess Stock is
held, for the benefit of the Charitable Beneficiary. Dividends and distributions
will be authorized and declared with respect to each share of Excess Stock in an
amount equal to the dividends and distributions authorized and declared on each
share of stock of the class or series of Equity Stock from which the Excess
Stock was converted. Any dividend or distribution paid to a Purported Record
Transferee of Excess Stock prior to the discovery by the Corporation that Equity
Stock has been transferred in violation of the provisions of the Charter shall
be repaid by the Purported Record Transferee to the Trustee upon demand. The
Corporation shall rescind any dividend or distribution authorized and declared
but unpaid as void ab initio with respect to the Purported Record Transferee,
and the Corporation shall pay

-16-

such dividend or distribution when due to the Trustee of the Trust for the
benefit of the Charitable Beneficiary.

Section 16. Liquidation Distributions for Excess Stock. Subject to the
preferential rights of the Preferred Stock, if any, as may be determined by the
Board of Directors, in the event of any voluntary or involuntary liquidation,
dissolution or winding up of, or any other distribution of all or substantially
all of the assets of the Corporation, each holder of shares of Excess Stock
shall be entitled to receive, in the case of Excess Stock converted from
Preferred Stock, ratably with each other holder of Preferred Stock and Excess
Stock converted from Preferred Stock and having the same rights to payment upon
liquidation, dissolution or winding up as such Preferred Stock and, in the case
of Excess Stock converted from Common Stock, ratably with each other holder of
Common Stock and Excess Stock converted from Common Stock, that portion of the
assets of the Corporation available for distribution to its stockholders as the
number of shares of the Excess Stock held by such holder bears to the total
number of shares of (i) Preferred Stock and Excess Stock then outstanding (in
the case of Excess Stock converted from Preferred Stock) and (ii) Common Stock
and Excess Stock then outstanding (in the case of Excess Stock converted from
Common Stock).

Any liquidation distributions to be distributed with respect to Excess
Stock shall be distributed in the same manner as proceeds from the sale of
Excess Stock are distributed as set forth in Section 19 of this Article V.

Section 17. Voting Rights for Excess Stock. Any vote cast by a
Purported Record Transferee of Excess Stock prior to the discovery by the
Corporation that Equity Stock has been

-17-

transferred in violation of the provisions of the Charter shall be void ab
initio. While the Excess Stock is held in trust, the Purported Record Transferee
will be deemed to have given an irrevocable proxy to the Trustee to vote the
shares of Equity Stock which have been converted into shares of Excess Stock for
the benefit of the Charitable Beneficiary.

Section 18. Non-Transferability of Excess Stock. Excess Stock shall
not be transferable. In its sole discretion, the Trustee of the Trust may
transfer the interest in the Trust representing shares of Excess Stock to any
Person if the shares of Excess Stock would not be Excess Stock in the hand of
such Person. If such transfer is made, the interest of the Charitable
Beneficiary in the Excess Stock shall terminate and the proceeds of the sale
shall be payable by the Trustee to the Purported Record Transferee and to the
Charitable Beneficiary as herein set forth. The Purported Record Transferee
shall receive from the Trustee the lesser of (I) the price paid by the Purported
Record Transferee for its shares of Equity Stock that were converted into Excess
Stock or, if the Purported Record Transferee did not give value for such shares
(e.g., the stock was received through a gift, devise or other transaction), the
average closing price on the principal United States or foreign securities
exchange on which the class of shares from which such shares of Excess Stock
were converted is then listed or admitted to trading for the ten trading days
immediately preceding such sale or gift and (ii) the price received by the
Trustee from the sale or other disposition of the Excess Stock held in trust.
The Trustee may reduce the amount payable to the Purported Record Transferee by
the amount of dividends and distributions which have been paid to the Purported
Record Transferee and are owed by the Purported Record Transferee to the Trustee
pursuant to Section 15 of this Article V. Any proceeds in excess of the amount
payable to the Purported Record Transferee shall be paid by the Trustee to the
Charitable

-18-

Beneficiary. Upon such transfer of an interest in the Trust, the corresponding
shares of Excess Stock in the Trust shall be automatically exchanged for an
equal number of shares of Common Stock and/or Preferred Stock, as applicable,
and such shares of Common Stock and/or Preferred Stock, as applicable, would not
be Excess Stock in the hands of such transferee. Prior to any transfer of any
interest in the Trust, the Corporation must have waived in writing its purchase
rights under Section 20 of this Article V.

Section 19. Stock Exchange Transactions. Nothing in this Article V
shall preclude the settlement of any transaction entered into through the
facilities of any United States or foreign securities exchange or quotation
system on which the stock of the Corporation is listed or admitted to trading.
The fact that the settlement of any transaction may occur shall not negate the
effect of any other provision of this Article V and any transferee in such a
transaction shall be subject to all of the provisions and limitations set forth
in this Article V.

Section 20. Call by Corporation on Excess Stock. Shares of Excess
Stock shall be deemed to have been offered for sale to the Corporation, or its
designate, at a price per share payable to the Purported Record Transferee equal
to the lesser of (I) the price per share in the transaction that created such
Excess Stock (or, in the case of a devise or gift, the Market Price at the time
of such devise or gift) and (ii) the Market Price of the Common Stock or
Preferred Stock from which such Excess Stock was converted on the date the
Corporation, or its designee, accepts such offer. The Corporation may reduce the
amount payable to the Purported Record Transferee by the amount of dividends and
distributions which have been paid to the Purported Record Transferee and are
owed by the Purported Record Transferee to the Trustee pursuant to

-19-

Section 15 of this Article V. The Corporation may pay the amount of such
reductions to the Trustee for the benefit of the Charitable Beneficiary. The
Corporation shall have the right to accept such offer for a period of 90 days
after the later of W the date of the Corporation's receipt of notice pursuant to
Section 5 of this Article V and (ii) if the Corporation does not receive a
notice of such Transfer pursuant to Section 5 of this Article V, the date that
the Board of Directors determines in good faith that a Transfer resulting in
Excess Stock has occurred, but in no event later than a permitted Transfer
pursuant to and in compliance with the terms of Section 18 of this Article V.

Section 21. Enforcement. The Corporation is authorized specifically to
seek equitable relief, including injunctive relief, to enforce the provisions of
this Article V.

Section 22. Non-Waiver. No delay or failure on the part of the
Corporation or the Board of Directors in exercising any right hereunder shall
operate as a waiver of any right of the Corporation or the Board of Directors,
as the case may be, except to the extent specifically waived in writing.

ARTICLE VI
----------

6. Term. The corporation is to have perpetual existence.

ARTICLE VII
-----------

7. Bylaws. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or reveal the By-Laws of the Corporation and to authorize and cause to be
executed, mortgages and liens upon the property and franchises of the
Corporation.

-20-

ARTICLE VIII
------------

8. Election of Directors. The stockholders and directors shall have
the power to hold their meetings and to keep the books, documents, and papers of
the Corporation outside the State of Delaware, at such places as may be from
time to time designated by the By-Laws or by resolution of the stockholders or
directors, except as otherwise may be required by the laws of Delaware. Election
of Directors need not be by written ballot unless the By-Laws of the Corporation
shall so provide.

ARTICLE IX
----------

9. Limitation of Liability. To the maximum extent permitted by
Delaware law, a director of the Corporation shall not be personally liable to
the Corporation or it stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (I) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize the further elimination or limitation of the liability of a
director, then the liability of a director of the Corporation shall be limited
or eliminated o the fullest extent permitted by the amended Delaware General
Corporation Law. Any repeal or modification of this Article shall be prospective
only, and shall not adversely affect any elimination or limitation of the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.

-21-

ARTICLE X
---------

10. Merger or Sale of Assets. No merger or consolidation of the
Corporation, nor any sale, lease or exchange of substantially all of the assets
of the Corporation, may be affected without the affirmative vote of the holders
of 66 2/3 % of the outstanding shares of Common Stock of the Corporation
entitled to vote thereon at a meeting of stockholders called for that purpose.

ARTICLE XI
----------

11. Right to Amend. The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, including
any amendment altering the terms or contract rights, as expressly set forth in
this charter, of any shares of outstanding stock and all rights conferred upon
stockholders, directors and officers herein are granted subject to this
reservation; provided, however, that Articles V, V and XI may not be amended,
altered, changed or repealed without the affirmative vote of the holders of 66
2/3% of the outstanding shares of Common Stock of the Corporation entitled to
vote thereon at a meeting of stockholders called for that purpose.

-22-

IN WITNESS WHEREOF, HMG/COURTLAND PROPERTIES, INC. has caused its corporate
seal to be hereunto affixed and this Certificate to be signed by Maurice Wiener,
its Chairman, and Lawrence Rothstein, its President and Secretary, this __ day
of June, 2001.

----------------------------
Maurice Wiener, Chairman

[CORPORATE SEAL] ATTEST:
----------------------------
Lawrence Rothstein,
President and Secretary

-23-

PRELIMINARY

FORM OF PROXY
Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of
Shareholders
HMG/COURTLAND
PROPERTIES, INC.

June 25, 2001

Please Detach and Mail in the Envelope Provided

|X| Please mark your
votes as in this sample

For Withheld Nominees: M. Wiener
1. Election of |_| |_| L. Rothstein
Directors W. Arader
J. Bailey
FOR except vote withheld H. Comita
from the following nominees

- ---------------------------.

For Against Abstain
2. Proposal to |_| |_| |_|
approve renewal
of the Advisory
Agreement between
Company and HMG
Advisory Corp.

3. To act upon the Company's 2000 Stock Option
Plan.

4. To act upon the Company's Amended and Restated
Certificate of Incorporation.

5. In their discretion, upon such other matters as
may properly come before the meeting or any
adjournment thereof, all in accordance with the
Company's Proxy Statement, receipt of which is
hereby acknowledged.

This proxy when properly executed will be voted in
accordance with the above instructions. In the
absence of such specifications this proxy will be
voted FOR Proposals 1, 2, 3 and 4 .

PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.

Signature(s) Date
------------------------ ------------------

Note: (Please sign exactly as your name appears. Persons signing as executors,
trustees, guardians, etc. please so indicate when signing.