SCHEDULE 13D  
  
            Under the Securities Exchange Act of 1934  
                        (Amendment No. 8)  
                                  
                    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)  

                           June 20, 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 [ ].  
  
* 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).  




	IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
	IN AND FOR NEW CASTLE COUNTY

- -----------------------------------X
GOTHAM PARTNERS, L.P.,			:
							:
				Plaintiff,	:  
							:
		- against -			:
							:  C. A. No.       			
	
			:
HALLWOOD REALTY PARTNERS, L.P.,	:	
HALLWOOD REALTY CORPORATION, 		:
and THE HALLWOOD GROUP			:
INCORPORATED, ANTHONY J. GUMBINER, :
BRIAN M. TROUP, WILLIAM L.         :
GUZZETTI, ALAN G. CRISP, WILLIAM   :
F. FORSYTH, EDWARD T. STORY, and   :
UDO H. WALTHER,                    :
                                   :
			Defendants.	     :
- -----------------------------------X


	COMPLAINT


		Plaintiff, Gotham Partners, L.P., by its attorneys, Morris, James, 
Hitchens & 
Williams, for its Complaint against the above-referenced Defendants, alleges
 as follows:
	The Parties And Jurisdiction
		1.	Plaintiff Gotham Partners, L.P. ("Gotham") is a limited 
partnership 
organized and existing under the laws of the State of New York.
		2.	Upon information and belief, Defendant Hallwood Realty 
Partners, L.P. (the 
"Partnership") is a limited partnership organized and existing under the laws
 of the State ofDelaware.  Its registered agent in the State of Delaware for
 receipt of service of process is The Corporation Trust Company, 1209 Orange
 Street, Wilmington, Delaware 19801.
		3.	Upon information and belief, Defendant Hallwood Realty 
Corporation (the 
"General Partner") is a corporation organized and existing under the laws of
 the State of Delaware and is the general partner of the Partnership.  Its
 registered agent in the State of Delaware for receipt of service of process
 is The Corporation Trust Company, Corporation Trust Center, 1209 Orange 
Street, Wilmington, Delaware 19801.
		4.	Upon information and belief, The Hallwood Group Incorporated 
("HGI") is 
a corporation organized and existing under the laws of the State of Delaware
 and owns 100% of the shares of the General Partner.  Its registered agent
 in the State of Delaware for receipt of service of process is The
 Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
 Wilmington, Delaware 19801.
		5.	Upon information and belief, Anthony J. Gumbiner ("Gumbiner") 
was 
Chairman of the Board and a Director of the General Partner at all times
 relevant hereto.  Gumbiner also served as Chairman of the Board and CEO of
 HGI at all times relevant hereto.
		6.	Upon information and belief, Brian M. Troup ("Troup") was a 
Director of 
the General Partner at all times relevant hereto.  Troup also served as
 President and Chief Operating Officer of HGI at all times relevant hereto.
		7.	Upon information and belief, William Guzzetti ("Guzzetti") was 
President 
and Director of the General Partner at all times relevant hereto.  Guzzetti
 was also an Executive Vice-President of HGI at all times relevant hereto.
		8.	Upon information and belief, Alan C. Crisp ("Crisp") was a 
Director of the 
General Partner at all times relevant hereto.  Crisp accepted appointment as
 a Director after September 1, 1977.
		9.	Upon information and belief, William F. Forsyth ("Forsyth") 
was a Director 
of the General Partner at all times relevant hereto.
		10.	Upon information and belief, Edward T. Story ("Story") was a 
Director of 
the General Partner at all times relevant hereto.
		11.	Upon information and belief, Udo H. Walther ("Walther") was a 
Director of 
the General Partner at all times relevant hereto.
		12.	Upon information and belief, the Partnership was organized in 
January
 1990 and is engaged in diversified real estate activities, including
 acquisition, ownership, operation and management of commercial office
 buildings and industrial real estate and other real estate related 
assets.
		13.	Units of limited partnership interest of the Partnership 
("Units") are
 publicly traded on the American Stock Exchange in New York.
		14.	Upon information and belief, the Partnership is governed by an 
Amended 
and Restated Agreement of Limited Partnership, dated as of June 7, 1990
 (the "Partnership Agreement").
		15.	Gotham is a Limited Partner of the Partnership.
		16.	The Court has jurisdiction over the matters complained of 
herein
 pursuant to 6 Del. C.  17-111 and 17-1001.
	Nature Of The Action
		17.	Plaintiff brings this action on its own behalf and 
derivatively on
 behalf of the Defendant Partnership to redress a pattern of waste and self
 dealing engaged in by the General Partner.  Among other things, the General
 Partner has caused the Partnership to enter into a series of transactions
 in order to entrench the General Partner, to dilute the interests of the
 other limited partners in the Partnership and to appropriate to the General
 Partner and/or HGI the net asset value 
of the Partnership.
		18.	By this Complaint, Plaintiff seeks, inter alia to set aside 
these
 self-dealing transactions and require the General Partner and/or HGI to
 return the Units wrongfully purchased from the Partnership.

	The Events That Give Rise To This Action

- -- Defendants' Scheme To Acquire Control
		19.	Beginning in March 1995, the General Partner caused the 
Partnership to 
engage in a series of transactions for which there was no legitimate business
 purpose and which was undertaken for the purpose of acquiring for the
 General Partner and/or its parent, HGI, a controlling block of Units at a
 price substantially below the net asset value of the Units and in blatant
 disregard for the interests of the Partnership and the Limited Partners.
		20.	These transactions had the effect of increasing the holdings 
of the
 General Partner and/or HGI of Units from roughly 5% to nearly 24%, which, as
 set forth below, constitutes effective control of the Partnership.
		21.	In causing the Partnership to enter into the transactions, the 
General
 Partner acted in bad faith and in knowing breach of its fiduciary duty and
 the terms of the Partnership Agreement.
		22.	On or about March 3, 1995, the General Partner caused the 
Partnership to 
effect a one-for-five reverse split of Units (the "Reverse Split").
		23.	Upon information and belief, there was no legitimate business 
purpose for 
the Reverse Split.  The General Partner caused the Partnership to effect the
 Reverse Split in order to needlessly create fractional units and odd-lot
 holdings which could then be acquired by the Partnership for the benefit of
 the General Partner and/or HGI.
		24.	Although under the Partnership Agreement the Partnership was 
authorized
 to issue cash in lieu of fractional Units resulting from a reverse split,
 the General Partner caused the Partnership to issue fractional Units
 ("Fractional Units"), and simultaneously to offer to repurchase those Units
 from Unitholders.
		25.	On or about March 6, 1995, the General Partner caused the 
Partnership to 
sell 30,000 Units, the approximate amount of Fractional Units, to the General
 Partner and/or to HGI (the "Fractional Unit Resale").  In its public filings
 the General Partner and HGI stated that this sale was effected "in order to 
facilitate the Partnership's acquisition" of the Fractional Units.  In truth
 and in fact, the Partnership did not need to sell units to the General
 Partner in order to raise cash to purchase the Fractional Units.
		26.	The Units were sold to the General Partner and/or HGI at the 
same price
 per Unit that the Partnership paid to acquire its Fractional Units.  Upon
 information and belief, as the General Partner was well aware, the price
 paid by the Partnership for the Units was well below the net asset value of
 the Units.  Further, in light of the fact that the Units are thinly traded
 and it is difficult to obtain sizable blocks of the Units on the open market
, the block of 30,000 Units sold by the Partnership should have commanded a
 premium over the value of individual Units.
		27.	Section 7.05 of the Partnership Agreement provides that the 
Partnership
 may enter into transactions with the General Partner or its affiliates
 provided that the terms of any such transaction are substantially equivalent
 to terms obtainable by the Partnership from a comparable unaffiliated third
 party.
		28.	Upon information and belief, in causing the Partnership to 
enter into the 
Fractional Unit Resale, the General Partner made no effort to ascertain the
 price which a comparable unaffiliated third party would pay for the Units
 and, in fact, the price at which the Units were sold to the General Partner
 and/or HGI was substantially less than a comparable unaffiliated third party
  would have paid.
		29.	Section 7.10 of the Partnership Agreement requires that an 
"Audit 
Committee" of the General Partner review and approve any and all transactions
 between the Partnership and the General Partner or any of its affiliates. 
 The Audit Committee is required to engage in an informed and reasoned
 decision making.
		30.	Upon information and belief, neither the Audit Committee nor 
anyone else 
on behalf of the General Partner sought or obtained the advice of independent
 financial or other advisors in evaluating the Fractional Unit Resale.
		31.	By causing the Partnership to sell Units to the General 
Partner and/or
 HGI at the same price at which the Partnership had acquired the Fractional
 Units, the General Partner deprived the Partnership of the opportunity to
 resell such units to a third party at a higher price, to hold the Units for
 appreciation in their value, or to retire the Units for the benefit of all
 Limited Partners.
		32.	In June 1995, the General Partner caused the Partnership to 
commence a 
commission-free offer to purchase Units held by holders of less than 100
 Units (so-called "odd lots") ("the "Commission-Free Offer").  Although the
 ostensible reason for the Commission-Free Offer was to save on the admin-
istrative costs of servicing odd-lot holders (which had been created in the
 first instance by the Reverse Split), the real purpose of the Commission-
Free Offer was to enable the General Partner and/or HGI to acquire a
 significant block of Units without complying with the federal and state
 securities laws and at an unfairly low price.
		33.	In reality, the Commission-Free Offer was a tender conducted 
by the 
Partnership on behalf of the General Partner and/or HGI.  Because it was
 structured as a self-tender by an issuer of securities for odd lots, the
 Partnership did not have to comply with the tender offer rules of the 
Securities and Exchange Commission ("SEC").  Had the General Partner and/or HGI 
conducted a tender offer in its own name, the General Partner and/or HGI 
would have had to comply with the securities laws and regulations concerning
 tender offers.
		34.	The alleged reason for the Commission-Free Offer -- to reduce 
administrative expenses by eliminating small holders -- would have been
 satisfied by having the Partnership acquire and retain the odd-lots.  The 
General Partners and HGI have asserted that it was necessary for the Partner-
ship to sell Units acquired in the Commission-Free Offer to the General 
Partner and/or HGI because the Partnership allegedly did not otherwise have
 funding to purchase the Units.  Upon information and belief, the Partnership
 could have easily obtained the approximately $4 million in funding needed 
for the Commission-Free Offer from a third party.  Less than three months 
after the Commission-Free Offer, a newly created subsidiary of the 
Partnership entered into a $88 million credit agreement with Nomura Asset
 Capital Corporation.
		35.	The Partnership acquired nearly 300,000 Units (representing 
nearly 18% of 
outstanding Units) through the Commission-Free Offer.  All such Units
 acquired by the Partnership were resold to the General Partner and/or HGI
 (the "Commission-Free Offer Resale") at the same price that the Partnership 
paid for the Units.  Upon information and belief, as the General Partner 
was well aware, the price paid for such Units was substantially less than the
 net asset value of the Units.  Moreover, the number of Units sold by the
Partnership to the General Partner acquired through the Commission-Free Offer
 constituted a control block of Units and should therefore have commanded a 
significant premium over individual Unit value.
		36.	Upon information and belief, the Partnership and the General 
Partner 
did not make any effort to ascertain what price an unaffiliated third party 
would have been willing to pay for the Units sold to the General Partner and/
or HGI in the Commission-Free Offer Resale.
		37.	Upon information and belief, neither the Audit Committee nor 
any other 
person on behalf of the General Partner obtained the advice of an independent
 financial or other advisor concerning the terms of the Commission-Free Offer
 Resale.
		38.	By causing the Partnership to sell Units it acquired in the 
Commission-
Free Offer to the General Partner and/or HGI at the same price at which the 
Partnership had acquired the Units, the General Partner deprived the Partner-
ship of the opportunity to resell its Units to a third party at a higher 
price, to hold the Units for appreciation in their value, or to retire the 
Units for the benefit of all Limited Partners.
		39.	In connection with the purchase of Fractional Units and Units 
under the 
Commission-Free Offer, the General Partner caused the Partnership to withhold
 material information from Limited Partners about the value of the Units and 
the real purpose of its purchases.  The General Partner thereby breached its 
duty of full disclosure owed to the Limited Partners.
- -- The Effect Of The Transactions
		40.	Pursuant to Paragraph 14.02 of the Partnership Agreement, the 
General 
Partner may be removed only by written consent or vote of 66 2/3% of out-
standing Partnership Units.
		41.	Prior to the transactions alleged, the General Partner and/or 
HGI held 
approximately 5% of outstanding Units and were not in a position to prevent 
removal of the General Partner by vote of public Unitholders.
		42.	Following completion of the transactions alleged above, the 
General 
Partners and/or HGI held nearly 24% of outstanding Units.  In addition, as a 
result of the grant of options, directors and executive officers of the 
General Partner beneficially owned nearly 5% of outstanding Units.  Thus, as 
of March 14, 1997, the General Partner, HGI and officers and directors of the 
General Partner beneficially owned nearly 30% of outstanding Units.
		43.	By reason of such holdings the General Partner and/or HGI 
were, as a 
practical matter, in a position to prevent removal of the General Partner by 
the vote of public Unitholders.  With nearly 30% of outstanding Units in the 
hands of the General Partner or its affiliates, public Unitholders seeking to
remove the General Partner face the virtually impossible task of obtaining 
the votes of nearly 94% of outstanding publicly held Units.
		44.	As a result of the transactions alleged, control of the 
Partnership was 
transferred from public Unitholders to the General Partner and/or HGI.
- -- The Grant Of Options
		45.	In addition to the transactions alleged above, on or about 
February 25,
 1995, the General Partner caused the Partnership to adopt a Unit Option 
Plan.  Upon information and belief, on or about February 27, 1995, a "Special
 Committee" of the Board of Directors of the General Partner granted options 
to purchase Units to Anthony Gumbiner, Brian M. Troup and William L. Guzzetti
, all of whom are senior officers of HGI and directors of the General Partner.
		46.	Upon information and belief, the "Special Committee" which 
purportedly 
approved the options did not obtain advice from independent financial or 
other analysts concerning the net asset value of the Units or an appropriate 
exercise price for the options and consequently failed to make an informed 
and reasoned decision concerning the issuance of the options. Defendants' 
Efforts To Conceal Their WrongdoingAnd Prevent Plaintiff From Obtaining Further
Information Concerning The Transactions Alleged

		47.	Beginning at least as early as late 1996, Gotham approached 
the Partner
ship and the General Partner to obtain information about the transactions 
alleged above.  Towards that end, Gotham representatives met personally and 
spoke by telephone with representatives of the Partnership and the General 
Partner.  Those representatives did not respond to Gotham's requests for 
information.
		48.	Gotham thereafter sent a written demand for access to the 
books and 
records of the Partnership.  Without any legitimate basis, the Partnership 
and the General Partner refused.  Gotham attempted to obtain access by 
negotiation with Defendants but Defendants refused to provide access.
		49.	Gotham was therefore forced to bring an action in the Court 
for an order 
compelling Defendants to provide access.
		50.	Although recognizing their obligation to make books and 
records avail-
able, Defendants have sought to frustrate and delay Gotham's efforts to exer-
cise its legitimate right to obtain access to such books and records, with 
the result that as of the date of this Complaint, Gotham has yet to have 
access to such books and records.
		51.	Defendants have repeatedly assured Gotham that Defendants are 
blameless 
and have acted properly at all times. Defendants have knowingly and intent-
ionally withheld information concerning their wrongdoing and delayed Gotham 
in pursuing its claims.
		52.	As a result of Defendants' repeated delay, it appears that 
Defendants are 
attempting to create a basis for alleging that any claims that Plaintiff may 
assert based upon Defendants' wrongdoing are time-barred.  In order to avoid 
any such argument, Plaintiff is filing this action. Demand Upon The General 
Partner Is Excused
		53.	Plaintiff seeks to remedy the injury caused by the conduct of 
the General 
Partner and the directors.  Although some or all of Plaintiff's claims are 
derivative in nature, Plaintiff has made no demand upon the General Partner 
because, as alleged herein, the General Partner and/or HGI are interested 
parties to the self-dealing transactions upon which Plaintiff's claims are 
based and appeared on both sides of the transactions at issue herein.  Such 
conduct excuses demand.
		54.	Also, as alleged above, Plaintiff's claims are based, in part, 
upon 
conduct by the General Partner designed to result in the General Partner 
entrenching itself in power.  Such an entrenchment motive on the part of the 
General Partner excuses demand.
		55.	Accordingly, in accordance with 6 Del. C. 17-1003, demand 
upon the 
General Partner would be futile.
	COUNT I - BREACH OF CONTRACT -- PARTNERSHIP AGREEMENT
		56.	Plaintiff repeats the allegations in paragraphs 1-55.
		57.	The Partnership Agreement specifically limits the 
circumstances in which 
the General Partner and its affiliates may purchase or sell Units.  Pursuant 
to Section 7.09 of the Partnership Agreement, the General Partner may 
purchase Units on behalf of and/or for the account of the Partnership, and 
the General Partners and its affiliates may purchase Units "other than from 
the Partnership".  By necessary implication, the General Partner and its 
affiliates are precluded from purchasing Units from the Partnership, and the 
transactions alleged above violate the Partnership Agreement.
		58.	Even if the Partnership Agreement permitted purchases from the 
Partner-
ship, by causing the sale of Units by the Partnership to the General Partner 
and/or HGI on terms that were not substantially equivalent to terms obtain-
able from a comparable unaffiliated third party, the General Partner breached
 Section 7.05 of the Partnership Agreement.
		59.	The failure of the Audit Committee to obtain independent 
advice and 
evaluate the transactions alleged in an informed and reasoned manner is a 
breach of Section 7.10(a) of the Partnership Agreement.
		60.	The transactions alleged constitutes self dealing by General 
Partner.
		61.	The transactions were not fair to the Partnership or 
Plaintiff.
		62.	By causing the Partnership to sell to the General Partner 
and/or HGI, 
directly or indirectly, the Units acquired by the Partnership in the 
transactions alleged above at the same price the Partnership had paid for the
 Units, the General Partner deprived the Partnership of the opportunity to 
resell such Units at a higher price, to hold such Units for appreciation in 
value, or to retire the Units for the benefit of all Limited Partners.
		63.	In light of the fact that the sale of Units by the Partnership 
to the 
General Partner and/or HGI in the period March through July 1995 transferred 
control over the Partnership from public Unitholders to the General Partner 
and/or HGI, the General Partner had the obligation to explore alternative 
transactions before approving such sales.		
  64.	Upon information and belief, the General Partner made no effort to seek
 out other purchasers for the Units or to obtain independent advice as to the
 price which a third party would been willing to pay for the Units.
		65.	The General Partner was under an obligation to make informed 
and reasoned 
decisions concerning Partnership transactions.
		66.	Upon information and belief, the Audit Committee and other 
bodies and 
representatives of General Partner failed to reasonably inform themselves 
before causing the Partnership to enter into the transactions alleged above. 
Among other things, upon information and belief, the General Partner did not
conduct a reasonable investigation of third parties who would be willing to 
pay for the block of Units sold to the General Partners or HGI in the 
Fractional Unit Resale or the Commission-Free Offer Resale.
		67.	By the conduct alleged, the General Partnership knowingly and 
in bad 
faith breached the Partnership Agreement.
		68.	The General Partner's actions have caused and continue to 
cause 
irreparable injury to Plaintiff and the Partnership.

	COUNT II - BREACH OF FIDUCIARY DUTY

		69.	Plaintiff repeats the allegations of paragraphs 1-68.
		70.	By the conduct alleged, the General Partner violated its 
fiduciary duty
 to the Partnership and the Plaintiff.
		71.	The General Partner's actions have caused and continue to 
cause
irreparable harm to Plaintiff and the Partnership.
	COUNT III -- BREACH OF
	FIDUCIARY DUTY -- DIRECTORS
		72.	Plaintiff repeats the allegations of paragraphs 1-71.
		73.	Gumbiner, Troup, Guzzetti, Crisp, Forsyth, Story and Walther 
(the 
"Directors") were directors of the General Partner at the time of the trans-
actions alleged above
		74.	As directors of the General Partner, the Directors owed 
fiduciary 
duties to the Partnership and the Limited Partners.
		75.	The Directors caused the General Partner to engage in the 
breaches of 
fiduciary duty and the Partnership Agreement alleged above and thereby 
breached their fiduciary duties.
		76.	The Directors' actions have caused and continue to cause 
irreparable 
injury to Plaintiff and the Partnership.
	COUNT IV - FRAUD

		77.	Plaintiff repeats the allegations of paragraphs 1-76.
		78.	Defendants owed the Partnership and the Limited Partners a 
fiduciary duty 
of full and fair disclosure.
		79.	The General Partner other than the Partnership misrepresented 
and/or 
concealed from the Partnership and the Limited Partners the true value of the
 Partnership's assets and the real reason for the transactions alleged above.
		80.	The General Partner acted with intent to deceive or with 
reckless 
disregard for the truth.
		81.	The General Partner and the Limited Partners relied to their 
detriment on 
such misrepresentations and facts which the General Partner knew to be false.
		82.	The General Partner's actions have caused and continue to 
cause 
irreparable harm to Plaintiff and the Partnership.

	COUNT V -- HGI
		83.	Plaintiff repeats the allegations of paragraphs 1-82.
		84.	HGI has knowingly and intentionally induced the General 
Partner to breach 
its fiduciary duties and the Partnership Agreement as alleged above, has 
aided and abetted those breaches, and/or has conspired with the General 
Partner to commit those breaches	
 	85.	The actions complained of have caused and continue to cause 
irreparable 
injury to Plaintiff and the Partnership.
			WHEREFORE, Plaintiff respectfully requests this Court to enter 
an order:
		(1)	Rescinding all sales of Units by the Partnership to the 
General Partner
 and/or HGI March effected in the period March through July 1995;
		(2)	Awarding as damages in an amount to be determined at trial;
		(3)	Directing the General Partner to reimburse the Partnership for 
all fees
 and expenses, including attorney's fees, incurred in connection with the 
Reverse Split, the Commission-Free Offer, or the sale of Units by the 
Partnership to the General Partner or its affiliates in the period March 
through July 1995	
 	(4)	Awarding Plaintiff its costs and expenses, including attorneys' 
fees, 
incurred in connection with this action;
		(5)	Directing the General Partner to reimburse the Partnership for 
all fees
 and expenses, including attorneys' fees, incurred in connection with this 
action; and
		(6)	Granting such further relief as this Court deems just and 
proper.
					MORRIS, JAMES, HITCHENS & WILLIAMS


					By:                           
  					   Lewis H. Lazarus
					   222 Delaware Avenue
					   P.O. Box 2306
					   Wilmington, DE  19899
					   (302) 888-6800
					   


Dated:	June 20,1997