U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               FORM 10-KSB/A No. 2

          [X]  Annual Report under Section 13 or 15(d) of the Securities and
               Exchange Act of 1934

                   For the fiscal year ended December 31, 2004

          [ ]  Transition Report under Section 13 or 15(d) of the Securities and
               Exchange Act of 1934

                         Commission file number: 1-7865

                         HMG/COURTLAND PROPERTIES, INC.
                 (Name of Small Business issuer in its Charter)

              Delaware                                 59-1914299
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification Number)

1870 S. Bayshore Drive, Coconut Grove, Florida             33133
   (Address of principal executive offices)              (Zip Code)

         Issuer's telephone number, including area code: (305) 854-6803

           Securities registered pursuant to Section 12(b) of the Act:

                                                         Name of each exchange
            Title of class                               on which registered:
    Common Stock - Par value $1.00 per share            American Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                           Yes   [X]          No   [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this form 10-KSB. [X]

  DOCUMENTS INCORPORATED BY REFERENCE: See Item 13, for items incorporated by
  reference into this Annual Report on Form 10KSB. Exhibit Index: Page No.: 60

The issuer's revenues for its most recent fiscal year were $5,472,481

The aggregate market value of the voting stock held by non-affiliates of the
Registrant (excludes shares of voting stock held by directors, executive
officers and beneficial owners of more than 10% of the Registrant's voting
stock; however, this does not constitute an admission that any such holder is an
"affiliate" for any purpose) based on the closing price of the stock as traded
on the American Stock Exchange on March 28, 2005 was $4,576,556. The number of
shares outstanding of the issuer's common stock, $1 par value as of the latest
practicable date: 1,089,135 shares of common stock, $1 par value, as of March
28, 2005.