UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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)
David Klafter
Gotham Partners, L.P.
237 Park Avenue
New York, New York 10017
and
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)
October 3, 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).
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 7 SOLE VOTING POWER
OF
SHARES 247,994
BENEFICI 8 SHARED VOTING POWER
ALLY
OWNED 0
BY EACH 9 SOLE DISPOSITIVE POWER
REPORT-
ING 247,994
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.82%
14 TYPE OF REPORTING PERSON*
PN
This Amendment No. 5 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 12,800 Units reported by this
Amendment No. 5 was approximately $369,118 and was obtained from the
general funds of Gotham.
Item 4 is hereby amended to add the following information:
ITEM 4. PURPOSE OF TRANSACTION
Shortly after the filing of Amendment No. 4 to the Schedule 13D,
Gotham was contacted by representatives of the Partnership's General
Partner who invited it to meet to discuss the Partnership. At that
time Gotham postponed the opportunity to meet with these
representatives.
On October 3, 1996, Gotham contacted the General Partner and
confirmed a meeting with management on October 11, 1996. At the
meeting, Gotham hopes to discuss a wide range of issues with
representatives of the General Partner which may include:
management's past and current strategies for creating real estate and
Partnership value; management's historical, current and future actions
with respect to the Partnership and its assets; and any other issues
that may arise in the course of discussion.
Item 5 is hereby amended to add the following information:
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
(a) Gotham owns 247,994 Units as of the date of this Amendment
No. 5, representing an aggregate of approximately 14.82% of the
outstanding Units (based upon 1,673,005 Units reported to be
outstanding as of July 22, 1966 in the Partnership's Quarterly Report
on Form 10-Q for the period ended June 30, 1996).
(b) On July 30, 1996 Gotham purchased 5,800 Units at a price of
$29.1721 per Unit and on September 4, 1996 Gotham purchased 7,000
Units at a price of $28.56 per Unit. Both purchases took place in
open-market transactions on the American Stock Exchange.
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.
October 4, 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
