UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
HGI REALTY, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
404187106
(CUSIP Number)
Alan M. Stark
80 Main Street, West Orange, New Jersey 07052
(201) 325-8660
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communictions)
May 31, 1996
(Date of Event which Requires Filing of this Statement)
If this 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 this 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. 404187106
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [x]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
N/A
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 613,920
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 210,656
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 613,920
____________________________________________________
(10) Shared Dispositive Power
210,656
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 824,576
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
4.2%
_________________________________________________________________
14) Type of Reporting Person
I N
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 824,576 Shares. Of this
amount, 106,520 Shares were purchased on behalf of Omega Capital
Partners, L.P., at a cost of $2,109,933; 321,604 Shares were
purchased on behalf of Omega Institutional Partners, L.P., at a
cost of $8,280,973; 135,184 Shares were purchased on behalf of
Omega Overseas Partners, Ltd., at a cost of $5,204,862; 15,612
Shares were purchased on behalf of Omega Overseas Partners II,
Ltd., at a cost of $422,284; 10,000 Shares were purchased on behalf
of Toby Cooperman, at a cost of $225,000; 25,000 Shares were
purchased on behalf of the Foundation, at a cost of $572,275; and
210,656 Shares were purchased on behalf of the Managed Account at
a cost of $5,381,492. The source of funds for the purchase of all
such Shares was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon information contained in the Company's 10Q for
the quarter ended March 31, 1996 filed with the Securities and
Exchange Commission, there were outstanding as of May 8, 1996
19,418,847 Shares. Omega Capital Partners, L.P., owns 106,520
Shares, or 0.5% of those outstanding; Omega Institutional Partners,
L.P., owns 321,604 Shares, or 1.7% of those outstanding; Omega
Overseas Partners, Ltd., owns 135,184 Shares, or 0.7% of those
outstanding; Omega Overseas Partners II, Ltd., owns 15,612 Shares,
or 0.1% of those outstanding; Toby Cooperman owns 10,000 Shares, or
0.1% of those outstanding; the Foundation owns 25,000 Shares, or
0.1% of those outstanding; and the Managed Account owns 210,656
Shares, or 1.1% of those outstanding.
The following table details all the transactions by each
of Omega Capital Partners, L.P., Omega Institutional Partners,
L.P., Omega Equity Partners, L.P., Omega Overseas Partners, Ltd.,
Omega Overseas Partners II, Ltd., Toby Cooperman, the Foundation,
and the Managed Account in the Shares in the last sixty (60) days.
All transactions were sales and open market transactions.
OMEGA CAPITAL PARTNERS, L.P.
Date of Amount of Price Per
Transaction Shares Share
05/22/96 50,000 $21.75
05/24/96 600 21.75
05/30/96 100,000 21.63
05/31/96 81,300 21.75
OMEGA EQUITY PARTNERS, L.P.
Date of Amount of Price Per
Transaction Shares Share
05/31/96 18,700 $21.75
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: June 3, 1996
s/ ALAN M. STARK
ALAN M. STARK on behalf of
LEON G. COOPERMAN, individually
and as managing partner of Omega
Capital Partners, L.P., and Omega
Institutional Partners, L.P., Omega
Equity Partners, L.P., as Trustee of
the Foundation, and as President of
Omega Advisors, Inc. pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Omega\HGI.13D
