UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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
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(CUSIP Number)
Peter Golden, 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)
May 30, 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).
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SEC 1746 (12-91)
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 123,900
BENEFICI 8 SHARED VOTING POWER
ALLY
OWNED 0
BY EACH 9 SOLE DISPOSITIVE POWER
REPORT-
ING 123,900
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.41%
14 TYPE OF REPORTING PERSON*
PN
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This Amendment No. 2 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 17,500 Units covered by
this Amendment No. 2 was $346,612, 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 123,900 Units as of the date of this
Amendment No. 2, representing an aggregate of approximately 7.41%
of the outstanding Units (based upon 1,673,005 Units outstanding
as of May 29, 1996, as disclosed in the Partnership's May
29th Press Release).
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(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:
Transaction Date Number of Units Price per Unit
4/24/96 200 19.435
4/25/96 200 19.56
4/29/96 1,300 19.3773
4/30/96 4,400 19.56
5/02/96 300 19.56
5/03/96 500 19.685
5/07/96 3,000 20.06
5/08/96 1,100 19.9805
5/09/96 3,000 19.9558
5/13/96 400 19.8725
5/15/96 200 19.81
5/17/96 300 19.935
5/20/96 700 19.81
5/21/96 600 19.81
5/23/96 200 19.81
5/28/96 100 19.81
5/30/96 1,000 20.235
(d) and (e). Not applicable.
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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.
May 31, 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
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