United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Hallwood Realty Partners, L.P.
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(Name of Issuer)
Units Representing Limited Partnership Interests
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(Title Class of Securities)
40636T5
(CUSIP Number)
Craig F. Miller, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
April 22, 1996
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(Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule
13d-7.)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 40636T5 Page 2 of 5
Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. 13-3700768
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
106,400
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
0
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
106,400
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
106,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.09%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
This Amendment No. 1 amends and supplements the
Schedule 13D (the "Schedule 13D") relating to the Units
representing limited partnership interests (the "Units") of
Hallwood Realty Partners, L.P., a publicly-traded Delaware
partnership (the "Partnership"), previously filed by Gotham
Partners, L.P., a New York limited partnership ("Gotham").
Capitalized terms used and not defined herein have the
meaning set forth in the Schedule 13D.
* * *
Item 3 is hereby amended to add the following information:
Item 3. Source and Amount of Funds or Other
Consideration
The aggregate purchase price of the 18,000 Units
covered by this Amendment No. 1 was $352,165, all of which
was obtained from the general funds of Gotham.
Item 4 is hereby amended to add the following information.
Item 4. Purpose of Transaction
Gotham has acquired Units of the Partnership for
investment purposes. Gotham intends to evaluate the
possibility of acquiring additional Units in the future.
Gotham may purchase additional Units from time to time in
the open market or in privately negotiated transactions.
Gotham also may determine to dispose of all or a portion of
the Units held by it. In determining whether to purchase or
sell Units, Gotham intends to consider various factors,
including the Partnership's financial condition, results of
operations and prospects, other developments concerning the
Partnership, the market for the Units, including the
availability of shares of the Units for purchase at
particular price levels, the availability and nature of
other investment opportunities available to Gotham, and
general economic, financial market and industry conditions.
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 106,400 Units as of the date of this
Amendment No. 1, representing an aggregate of approximately
6.09% of the outstanding Units (based upon 1,747,765 Units
outstanding as of February 9, 1996, as disclosed in the
Partnership's Form 10-K for the fiscal-year ended December
31, 1995).
<PAGE>
(c) The table below sets forth information with
respect to all purchases of Units by Gotham not otherwise
reported. All of such purchases took place in open-market
transactions on the American Stock Exchange:
<TABLE>
<CAPTION>
Transaction Date Number of Units Price per Unit
- ---------------- --------------- --------------
<S> <C> <C>
1/31/96 2,200 19.5600
2/08/96 3,700 20.0600
3/19/96 200 18.9250
3/21/96 800 18.9350
3/25/96 600 19.1850
3/26/96 300 19.1850
3/27/96 100 19.1850
4/02/96 500 19.1850
4/04/96 300 19.1850
4/09/96 500 19.1850
4/11/96 500 19.1850
4/12/96 600 19.1850
4/15/96 1,500 19.3517
4/17/96 200 19.3100
4/18/96 400 19.3100
4/22/96 5,400 19.6711
4/23/96 200 19.5600
</TABLE>
(d) and (e). Not applicable.
<PAGE>
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
April 24, 1996
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina CORP.,
a general partner
By: /s/ William A. Ackman
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William A. Ackman
President
<PAGE>
