<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Hallwood Realty Partners, L.P.
- -----------------------------------------------------------------
(Name of Issuer)
Units Representing Limited Partnership Interests
- -----------------------------------------------------------------
(Title Class of Securities)
40636T5
- -----------------------------------------------------------------
(CUSIP Number)
Peter Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
July 19, 1996
- -----------------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 40636T5 Page 2 of 5 Pages
---------- --- ---
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 7 SOLE VOTING POWER
OF
SHARES 165,700
BENEFICI 8 SHARED VOTING POWER
ALLY
OWNED 0
BY EACH 9 SOLE DISPOSITIVE POWER
REPORT-
ING 165,700
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
This Amendment No. 3 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 41,800 Units reported by
this Amendment No. 3 was approximately $985,649 all of which was
obtained from the general funds of Gotham.
* * *
Item 5 is hereby amended to add the following information.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)Gotham owns 165,700 Units as of the date of this Amendment
No. 3, representing an aggregate of approximately 9.9% of the
outstanding Units (based upon 1,673,005 Units reported to be outstanding
in a May 29, 1996 press release issued by the Partnership).
(c)The table below sets forth information with respect to all
purchases of Units by Gotham not previously 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>
6/4/96 900 $20.8378
6/5/96 300 20.915
6/6/96 100 20.935
6/11/96 300 20.81
6/12/96 700 20.9886
6/13/96 200 21.31
6/19/96 400 21.31
6/21/96 100 21.31
6/25/96 1,800 21.31
6/26/96 500 21.81
6/27/96 300 21.81
7/1/96 700 21.685
7/8/96 200 21.685
7/9/96 100 21.685
7/10/96 500 22.285
7/18/96 8,600 22.91
7/19/96 7,700 23.9788
7/22/96 18,400 24.5858
</TABLE>
<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.
July 22, 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
---------------------
William A. Ackman
President
<PAGE>
