-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000899983-98-000006.txt : 19980220
<SEC-HEADER>0000899983-98-000006.hdr.sgml : 19980220
ACCESSION NUMBER:		0000899983-98-000006
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980219
SROS:			NYSE
GROUP MEMBERS:		GOTHAM PARTNERS II, L.P.
GROUP MEMBERS:		GOTHAM PARTNERS LP /NY/
GROUP MEMBERS:		GOTHAM PARTNERS, L.P.
GROUP MEMBERS:		KARENINA PROPERTIES, LLC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LANDMARK LAND CO INC/DE
		CENTRAL INDEX KEY:			0000749028
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036]
		IRS NUMBER:				770024129
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-35384
		FILM NUMBER:		98545410

	BUSINESS ADDRESS:	
		STREET 1:		100 CLOCK TOWER PLACE STE 200
		CITY:			CARMEL
		STATE:			CA
		ZIP:			93923
		BUSINESS PHONE:		4086254060

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GOTHAM PARTNERS LP /NY/
		CENTRAL INDEX KEY:			0000899983
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				363593298
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		110 EAST 42ND ST 18TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122860300

	MAIL ADDRESS:	
		STREET 1:		110 EAST 42 ND ST 18TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<TEXT>
 



                          SCHEDULE 13D   
  				(Amendment No. 6)
            Under the Securities Exchange Act of 1934   
                         
                     Landmark Land Company, Inc.
                        (Name of Issuer)   
                                   
                  Common Stock, $0.50 par value   
                   (Title of class of securities)   
                                   
                            515062107                            
                         (CUSIP Number)   

                       Morris Orens, Esq.   
             Shereff, Friedman, Hoffman & Goodman, LLP   
                         919 Third Avenue   
                    New York, New York  10022   
                         (212) 758-9500   
   (Name, address and telephone number of person authorized to   
               receive notices and communications)   
                                   
                       February 13, 1998  
     (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. 515062107                               Page 2 of 7
 Pages   
                                                        
      1        NAME OF REPORTING PERSON   
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON            
                    Gotham Partners, L.P.                     
                  
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]   
               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            1,857,315
                       
BENEFICIALLY    8   SHARED VOTING POWER   
OWNED BY EACH        1,500,140  
                9   SOLE DISPOSITIVE POWER   
  REPORTING          1,857,315
   PERSON              
    WITH       10   SHARED DISPOSITIVE POWER   
                     1,313,680   
                       
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
               REPORTING PERSON   
                    3,357,455
                  
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]   
               EXCLUDES CERTAIN SHARES*   
                  
                  
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW   
               (11)   
                    41.96%  
                  
     14        TYPE OF REPORTING PERSON*   
                    PN   
<PAGE




                          SCHEDULE 13D   
  
CUSIP No. 515062107                               Page 3 of 7 Pages   
                                                        
      1        NAME OF REPORTING PERSON   
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON            
                    Karenina Properties, LLC                     
                  
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]   
               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            1,313,680
                       
BENEFICIALLY    8   SHARED VOTING POWER   
OWNED BY EACH        186,460
                9   SOLE DISPOSITIVE POWER   
  REPORTING          1,313,680
   PERSON              
    WITH       10   SHARED DISPOSITIVE POWER   
                     0   
                       
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
               REPORTING PERSON   
                    1,500,140
                  
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]   
               EXCLUDES CERTAIN SHARES*   
                  
                  
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW   
               (11)   
                    18.75%  
                  
     14        TYPE OF REPORTING PERSON*   
                    PN   
<PAGE>
                          

 SCHEDULE 13D   
  
CUSIP No. 515062107                                   Page 4 of 7 Pages   
                                                        
      1        NAME OF REPORTING PERSON   
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             
                    Gotham Partners II, L.P.                        
                  
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]   
               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            20,475   
                       
BENEFICIALLY    8   SHARED VOTING POWER   
OWNED BY EACH        1,500,140   
                9   SOLE DISPOSITIVE POWER   
  REPORTING          20,475
   PERSON              
    WITH       10   SHARED DISPOSITIVE POWER   
                     1,500,140   
                       
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
               REPORTING PERSON   
                     1,520,615
                  
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]   
               EXCLUDES CERTAIN SHARES*   
                  
                  
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW   
               (11)   
                     19.00%  
                  
     14        TYPE OF REPORTING PERSON*   
                    PN   
<PAGE



                                                      Page 5 of 7 Pages  

To the extent set forth herein, this Amendment No. 6 amends and supplements the 
statement on Schedule 13D, as amended by amendment nos. 1, 2, 3, 4, and 5 (the 
"Statement"), filed by the Gotham Partners, L.P. ("Gotham"), Karenina 
Properties, LLC ("Karenina Properties") and Gotham Partners II, L.P. 
("Gotham II" and collectively with Gotham, the "Funds"), relating to the 
Common Stock, $0.50 par value ("Common Stock" or "Shares"), of Landmark Land 
Company, Inc., a Delaware corporation (the "Company"). Gotham, Karenina 
Properties and Gotham II are referred to herein as the "Reporting Persons".

Capitalized terms used herein and not defined herein shall have the meanings 
given to them in the Statement.


Item 3.		Source and Amount of Funds or Other Consideration

		Item 3 is hereby amended by adding the following:

	Pursuant to the Agreement (as defined in Item 6 below), the Funds 
finalized their purchase of 1,975,600 shares of Common Stock (the "WFP 
Shares") from World Financial Properties, L.P. ("WFP") for the sum of 
$296,340. All of the funds required for these purchases as well as the 
purchases referenced in Item 5(c) below were obtained from the working capital 
of Gotham, Karenina Properties and Gotham II, respectively.


Item 5. 		Interest in Securities of the Issuer.

		Item 5 is hereby amended by adding the following:

	The WFP Shares were included in the number of Shares previously reported 
in the Statement as beneficially owned by the Funds based on the Funds' belief 
that the agreement forming the basis of the litigation described in Item 6 
below was an enforceable agreement for the purchase of the WFP Shares by the 
Funds.  The number of Shares reported as beneficially owned by the Reporting 
Persons included in this Amendment reflect the transfer of 109,710 shares of 
the WFP Shares to Spencer Waxman pursuant to an agreement among Mr. Waxman, 
Gotham and Gotham II, as well as purchases since the last amendment to this 
Statement. Gotham, Karenina Properties and Gotham II collectively beneficially 
own 3,377,930 Shares of Common Stock, representing approximately  42.2% of the 
outstanding Common Stock as of the date of this Statement. Gotham beneficially 
owns an aggregate of 3,357,455 or 41.96% of the outstanding Shares, of which 
(i) 1,857,315 Shares are directly owned by Gotham, (ii) 1,313,680 Shares are 
indirectly owned by Gotham through Karenina Properties, and (iii) 186,460 
Shares are subject to a proxy granted to Gotham and Karenina Properties by 
Spencer Waxman. Karenina Properties beneficially owns an aggregate of 1,500,140 
or 18.75% of the outstanding Shares, of which (i) 1,313,680 Shares are directly 
owned by Karenina Properties, and (ii) 186,460 Shares are subject to a proxy 
granted to Gotham and Karenina Properties by Spencer Waxman.  Gotham II 
beneficially owns an aggregate of 1,520,615 or 19.00% of the outstanding 
Shares, of which (i) 20,475 Shares are directly owned by Gotham II,(ii) 
1,313,680 Shares are indirectly owned by Gotham II through Karenina Properties, 
and (iii) 186,460 Shares are subject to a proxy granted to Gotham and Karenina 
Properties by Spencer Waxman. The percentages in this paragraph are calculated 
based upon 8,001,170 outstanding shares of Common Stock of the Company as 
reported in the Company's Form 10Q dated September 30, 1991. None of Section H, 
Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock 
(other than the Common Stock beneficially owned by Gotham, Karenina Properties 
and Gotham II).  
  
     (b) Each of Gotham, Karenina Properties and Gotham II has sole 
power to vote and to dispose of all of the Common Stock directly owned 
by it. Each of Gotham and Karenina Properties has shared voting powers 
with respect to the 186,460 shares of Common Stock as to which Mr. 
Waxman gave them proxy, and Gotham II indirectly shares voting powers 
of said shares through its ownership of Karenina Properties. Each of 
Gotham and Gotham II shares the power to vote and dispose of the shares 
of Common Stock owned by Karenina Properties.
<PAGE>


                                                    Page 6 of 7 Pages  

     (c) The tables below set forth information with respect to all 
purchases and sales of Common Stock by Gotham, Karenina Properties and 
Gotham II during the last sixty days.  Each of the transactions 
referenced below was effected on the open-market other than those 
transfers which are marked by an asterisk which reflect privately 
negotiated transactions.

 
 

                         Shares of Common Stock
Date                      Purchased/(Sold)             Price per Share

Gotham

12/18/97                       200*		               1.000
01/13/98                     3,800*		               1.000
01/30/98                     1,982		                2.125
02/13/98                 1,954,126*		                .150
02/13/98                  (108,590)*		               .000

Karenina Properties

12/18/97                       200*		               1.000
01/13/98                     3,800*		               1.000


Gotham II 

12/18/97                       200*		               1.000
01/13/98                     3,800*		               1.000
01/30/98                        18		                2.125
02/13/98                    21,474*		                .150
02/13/98                    (1,120)*		               .000
 

     Except as described above, none of the Reporting Persons has 
effected any transactions in the securities of the Company during the 
past sixty days.  
  
     (d) and (e).  Not applicable.  
  
Item 6.	Contracts, Arrangements, Understandings or Relationships with 
Respect to Securities of the Issuer.

		Item 6 is hereby amended by adding the following:

	As previously disclosed in the Statement, on or about August 20, 1997, 
Gotham commenced an action against WFP in the Supreme Court of the State of New 
York, County of New York, seeking specific performance of WFP's obligations 
under a contract between the parties providing for the sale of WFP Shares to 
Gotham at an agreed upon price, and for related relief.  On February 13, 1998, 
Gotham, Gotham II, and WFP entered into an agreement (the "Agreement"), 
pursuant to which the parties agreed, among other things, to the settlement of 
the above-referenced legal action, and the purchase of the WFP Shares by the 
Funds from WFP for the sum of $296,340.  Pursuant to an agreement previously 
described in this Statement, 109,710 Shares of the WFP Shares have been 
transferred to Spencer Waxman who has given a proxy for those shares to Gotham 
and Karenina Properties.

 
<PAGE>



                                                     Page 7 of 7 Pages  
  
     After reasonable inquiry and to the best of our knowledge and 
belief, the undersigned certify that the information set forth in this 
statement is true, complete and correct.   
   
February 19, 1998   
   
                GOTHAM PARTNERS, L.P.   
                       
                By:   Section H Partners, L.P.   
                      its general partner   
                       
                      By: Karenina Corporation,   
                          a general partner of Section H Partners, L.P.   
                          
                      By: /s/ William A. Ackman
                          William A. Ackman
                          President 

		   KARENINA PROPERTIES, LLC
                               
                          
                By: /s/ William A. Ackman
                      William A. Ackman
                      Manager	  
                          
                          
                GOTHAM PARTNERS II, L.P.   
                       
                By:   Section H Partners, L.P.   
                      its general partner   
                       
                      By: Karenina Corporation,   
                          a general partner of Section H Partners, L.P.   
                          
                      By: /s/ William A. Ackman
                          William A. Ackman
                          President   
                          





</TEXT>  
</DOCUMENT>
</SEC-DOCUMENT>
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