SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Hallwood Realty Partners, L.P.
(Name of Issuer)
Units Representing Limited Partnership Interests
(Title of class of securities)
40636T5
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
February 26, 1997
(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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* 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. 4063T5 Page 2 of 4 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 (a) [ ]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 247,994
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 247,994
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
<PAGE>
Page 3 of 4 Pages
This Amendment No. 7 amends and supplements the Statement on 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 in this Amendment have the
meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
* * *
Item 4 is hereby amended to add the following information:
Item 4. Purpose of Transaction
On February 26, 1997, Gotham filed a Complaint for Inspection of
Partnership Records against the Partnership and the general partner of the
Partnership in an action entitled Gotham Partners, L.P. v. Hallwood Realty
Partners, L.P. and Hallwood Realty Corporation, in Civil Action No. 15578,
in the Court of Chancery of the State of Delaware in and for New Castle
County. The complaint seeks access to Partnership records pursuant to
Section 17-305 of the Delaware Revised Uniform Limited Partnership Act,
Section 11.01(b) of the Amended and Restated Agreement of Limited Partnership
of the Partnership and otherwise in accordance with applicable law. Gotham
had previously sought such access to Partnership books and records by a demand
letter as described in Amendment No. 6 to the Schedule 13D filed on January
27, 1997. The Partnership would not make such documents available without
imposing unreasonable conditions on such access. Accordingly, Gotham has
commenced the above-described action.
<PAGE>
Page 4 of 4 Pages
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.
February 27, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corp.,
a general partner of Section H
Partners, L.P.
By:/s/ William A. Ackman
----------------------
William A. Ackman
President
