content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on February 6, 1998
  
                                                       Registration No. 33-_______
  ================================================================================
  
                      U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549                       
  
                  ---------------------------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933                     
  
                  ---------------------------------------------
  
                           HALLWOOD REALTY PARTNERS, L.P.
               (Exact name of registrant as specified in its charter)
  
                  DELAWARE                                        752313955
      (State or other jurisdiction of                          (I.R.S. Employer
       incorporation or organization)                        Identification No.)
                                                             
          3710 RAWLINS, SUITE 1500                           
               DALLAS, TEXAS                                        75219
  (Address of principal executive offices)                        (Zip code)
  
                  ---------------------------------------------
  
                               1995 UNIT OPTION PLAN
                                        FOR
                           HALLWOOD REALTY PARTNERS, L.P.
                              (Full title of the plan)         
               
                  ---------------------------------------------
  
                                WILLIAM L. GUZZETTI
                       PRESIDENT AND CHIEF OPERATING OFFICER
                           HALLWOOD REALTY PARTNERS, L.P.
                              3710 RAWLINS, SUITE 1500
                                DALLAS, TEXAS 75219
                      (Name and address of agent for service)
  
                                   (214) 528-5588
           (Telephone number, including area code, of agent for service)
  
                                   With a copy to
                                W. ALAN KAILER, ESQ.
                             JENKENS & GILCHRIST, P.C.
                            1445 ROSS AVENUE, SUITE 3200
                              DALLAS, TEXAS 75202-2799
                                   (214) 855-4500
  
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                     AMOUNT           PROPOSED MAXIMUM        PROPOSED MAXIMUM
             TITLE OF SECURITIES                      TO BE            OFFERING PRICE            AGGREGATE            AMOUNT OF
               TO BE REGISTERED                   REGISTERED(1)         PER SHARE(2)         OFFERING PRICE(2)    REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------------
   <S>                                            <C>                      <C>                   <C>                   <C>
   Limited Partner Units                          86,000 units             $11.875               $1,021,050            $301.21
  ====================================================================================================================================
  </TABLE>
  
  (1)      Consists of 86,000 units representing limited partner interests
           reserved for issuance to directors, employees and consultants of
           Hallwood Realty Partners, L.P. and its subsidiaries pursuant to the
           1995 Unit Option Plan for Hallwood Realty Partners, L.P. and the
           Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit
           Option Plan for Hallwood Realty Partners, L.P.
  (2)      Calculated pursuant to rule 457(h) based on the exercise price of the
           options specified in the Nonqualified Unit Option Agreement Granted
           Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners,
           L.P.
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION*.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*.
  
                   
  -----------------
  *        Information required by Part I to be contained in the Section 10(a)
           prospectus is omitted from the Registration Statement in accordance
           with Rule 428 of the Securities Act of 1933, as amended, and the Note
           to Part I of Form S-8.
  
  
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           Hallwood Realty Partners, L.P. (the "Partnership") hereby incorporates
  by reference in this Registration Statement the following documents previously
  filed with the Securities and Exchange Commission (the "Commission"):
  
           (1)     The Partnership's Annual Report on Form 10-K for the year
                   ended December 31, 1996.
  
           (3)     The Partnership's Quarterly Reports on Form 10-Q for the
                   quarters ended March 31, 1997, June 30, 1997 and September 30,
                   1997.
  
           (3)     The description of units of the Partnership, (the "Units") set
                   forth in the registration statement on Form 8-A filed with the
                   Commission on  October 3, 1990, as amended, on October 19,
                   1990, including any amendment or report filed for the purpose
                   of updating such description.
  
           All documents subsequently filed by the Partnership with the
  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this Registration Statement and to be a part
  thereof from the date of filing of such documents.
  
           Any statement contained in this Registration Statement, in an
  amendment hereto or in a document incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein, in any subsequently filed
  amendment to this Registration Statement or in any document that also is
  incorporated by reference herein, modifies or supersedes such statement.  Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Partnership has authority under Section 17-108 of Subtitle II to
  Title 6 of the Delaware Trade and Commerce Law (the "Delaware Code") to
  indemnify its directors and officers.  The Restated and Amended Agreement of
  Limited Partnership (the "Partnership Agreement")  provides that the
  Partnership shall indemnify its directors, officers, partners, employees and
  agents of the General Partner and its affiliates (each an "Indemnitee") to the
  full extent permitted by the Delaware Code or other provisions of the laws of
  Delaware. The Partnership Agreement provides indemnification against any losses
  or claims, damages, liabilities, expenses (including legal fees and expenses),
  judgments, fines, settlements and other amounts arising from any and all
  claims, demands, actions, suits or proceedings, civil, criminal, administrative
  or
  
  
  
  
  
                                        II-1
  <PAGE>   3
  investigative, in which the Indemnitee may be involved, or threatened to be
  involved arising by reason of (i) his management of the affairs of the
  Partnership, each of the Equitec Partnerships or the General Partner or (ii)
  his status as a General Partner, an affiliate thereof, or partner, director,
  officer, employee thereof or a person serving at the request of the
  Partnership, the General Partner or any affiliate thereof in an entity in a
  similar capacity, which relates to or arises out of the Partnership, its
  property, business or affairs or the General Partner, its properties,
  businesses or affairs or (iii) any document filed with or submitted to the
  Commission or any state securities regulatory agency or otherwise disseminated
  in connection with the offer or sale, or proposed offer or sale of Units in
  connection with the exchange (the "Exchange") of Units for partnership
  interests in Equitec Financial Group, Inc., as described in the proxy statement
  and prospectus contained in the Partnership's Form S-4, filed with the
  Commission on June 28, 1990, as amended, on June 29, 1990, which Form S-4 is
  incorporated herein by reference.  Indemnification under (ii) above includes,
  but is not limited to indemnification with respect to acts, practices or
  omissions occurring prior to, during or after consummation of the Exchange and
  any representations or warranties made in connection therewith.  The
  Partnership Agreement prohibits indemnification with respect to any claim,
  issue or matter in which the Indemnitee is adjudged liable for actual fraud or
  willful or wanton misconduct, unless the court in which such action was
  brought, or another court of competent jurisdiction, determines upon
  application that, despite the adjudication of liability, the Indemnitee is
  fairly and reasonably entitled to indemnification.  The Partnership Agreement
  permits the Partnership to advance legal expenses to an Indemnitee, provided
  the Partnership receives an undertaking by the Indemnitee to repay such
  advances unless it is ultimately determined that the indemnified party is
  entitled to indemnification.  The Partnership Agreement further permits the
  Partnership to purchase and maintain liability, indemnification and/or other
  similar insurance.
  
           The Partnership Agreement provides that the General Partner, its
  Affiliates and all officers, partners, directors, employees and agents of the
  General Partner and its affiliates shall not be liable to the Partnership, any
  limited partner, assignee or any other person who has acquired an interest in
  the Partnership for any losses sustained or liabilities incurred, including
  monetary damages, as a result of any act or omission, unless such act or
  omission constitutes (a) a breach of any duty of loyalty to the Partnership,
  (b) an act or omission in bad faith which involves intentional misconduct or a
  knowing violation of law, or (c) a transaction from which an improper personal
  benefit is derived.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as a part of this Registration
  Statement.
  
  <TABLE>
  <CAPTION>
           Exhibit          Description
           -------          -----------
           <S>              <C>
           4.1*             1995 Unit Option Plan For Hallwood Realty Partners, L.P.
  
           4.2*             1995 Unit Option Loan Program
  
           4.3**            Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for Hallwood
                            Realty Partners, L.P.
  
           4.4***           Certificate of Limited Partnership of Hallwood Realty Partners, L.P.
  
           4.5***           Amended and Restated Agreement of Limited Partnership of Hallwood Realty Partners, L.P.
  
           5.1**            Opinion of Jenkens & Gilchrist, a Professional Corporation
  
           23.1**           Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1)
  
           23.2**           Consent of Deloitte & Touche LLP
  
           24.1**           Power of Attorney (included on signature page)
  </TABLE>
  
                            
           -----------------
           *       Filed as an exhibit to registrant's Form 10-K for the fiscal
                   year ended December 31, 1994, filed with the Commission on
                   March 6, 1995, and incorporated herein by reference.
  
  
  
  
  
                                        II-2
  <PAGE>   4
           **      Filed herewith.  The form of Nonqualified Unit Option
                   Agreement Granted Pursuant to the 1995 Unit Option Plan for
                   Hallwood Realty Partners, L.P. will be executed by each
                   optionee.
  
           ***     Filed as an exhibit to registrant's Form S-4 (No. 33-35621),
                   filed with the Commission on June 28, 1990, as an amended, on
                   June 29, 1990, and incorporated herein by reference.
  
  ITEM 9.  UNDERTAKINGS.
  
           A.      The undersigned registrant hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                   (a)      to include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;
  
                   (b)      to reflect in the Prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the Registration Statement;
                            and
  
                   (c)      to include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and
  
           (3)     To remove from registration by means of a post-effective
  amendment any securities being registered which remain unsold at the
  termination of the offering.
  
           B.      The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to section 13(a) or section 15(d) of
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C.      Insofar as an indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as an expressed in the Securities Act
  and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question of
  whether such indemnification by it is against public policy as an expressed in
  the Securities Act and will be governed by the final adjudication of such
  issue.
  
  
  
  
  
                                        II-3
  <PAGE>   5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Dallas, Texas, on January 30, 1998:
  
  
                                 HALLWOOD REALTY CORPORATION
                                 
                                 
                                 By:  /s/   William L. Guzzetti
                                      -------------------------------------------
                                      William L. Guzzetti, President and Chief 
                                      Operating Officer
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints William L. Guzzetti and Anthony
  J. Gumbiner, and each of them, each with full power to act without the other,
  his true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution for him and in his name, place and stead, in
  any and all capacities, to sign any or all amendments to this Registration
  Statement, and to file the same with all exhibits thereto and other documents
  in connection therewith, with the Commission, granting unto each of said
  attorneys-in-fact and agents full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as an fully to all intents and purposes as an he might or could do
  in person hereby ratifying and confirming that each of said attorneys-in-fact
  and agents or his substitutes may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates included:
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                 CAPACITY                                     DATE
  ---------                                 --------                                     ----
  <S>                                <C>                                                 <C>
  
  /s/ Anthony J. Gumbiner                   Chairman of the Board and Director           January 30, 1998
  -----------------------------------       of Hallwood Realty Corporation
  Anthony J. Gumbiner                       (Chief Executive Officer)
  
  
  /s/ William L. Guzzetti                   President and Director                       January 30, 1998
  -----------------------------------       Hallwood Realty Corporation
  William L. Guzzetti                       (Chief Operating Officer)
  
  /s/ John G. Tuthill                       Executive Vice President and Secretary       January 30, 1998
  -----------------------------------       Hallwood Realty Corporation
  John G. Tuthill                           
  
  
  /s/   Jeffrey D. Gent                     Vice President - Finance                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation
  Jeffrey D. Gent                           (Chief Accounting Officer)
  
  
                                            Director                                     _________, 1998
  -----------------------------------       Hallwood Realty Corporation
  Alan G. Crisp                             
  
  
  /s/   William F. Forsyth                  Director                                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation                                                             
  William F. Forsyth                        
  
  
  /s/    Edward T. Story                    Director                                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation                                                             
  Edward T. Story                           
  
  
  /s/   Brian M. Troup                      Director                                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation                                                             
  Brian M. Troup                            
  
  
  /s/     Udo H. Walther                    Director                                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation
  Udo H. Walther                           
  </TABLE>
  
  
  
  
  
                                        II-4
  <PAGE>   6
                                 INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
                                                                                                      Sequential
                                                                                                       Numbering
   Exhibit         Description                                                                         Page No. 
   -------         -----------                                                                        ----------
    <S>            <C>                                                                                <C>
  
     4.1*          1995 Unit Option Plan For Hallwood Realty Partners, L.P.
  
     4.2*          1995 Unit Option Loan Program
  
     4.3**         Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for
                   Hallwood Realty Partners, L.P.
  
     4.4***        Certificate of Limited Partnership of Hallwood Realty Partners, L.P.
  
     4.5***        Amended and Restated Agreement of Limited Partnership of Hallwood Realty Partners, L.P.
  
     5.1**         Opinion of Jenkens & Gilchrist, a Professional Corporation
  
    23.1**         Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1)
  
    23.2**         Consent of Deloitte & Touche LLP
  
    24.1**         Power of Attorney (included on signature page)
  </TABLE>
  
      ----------------------------------------------------------------------------
  
           *       Filed as an as an exhibit to registrant's Form 10-K (No.
                   001-10643) for the fiscal year ended December 31, 1994, filed
                   with the Commission on March 6, 1995, and incorporated herein
                   by reference.
  
           **      Filed herewith.  The form of Nonqualified Unit Option
                   Agreement Granted Pursuant to the 1995 Unit Option Plan for
                   Hallwood Realty Partners, L.P. will be executed by each
                   optionee granted an option under the Unit Option Plan.
  
           ***     Filed as an exhibit to registrant's Form S-4 (No. 33-35621),
                   filed with the Commission on June 28, 1990, as amended, on
                   June 29, 1990, and incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23389}]
metadata_filer: {"company-data": {"conformed-name": "HALLWOOD REALTY PARTNERS L P", "cik": "0000865439", "assigned-sic": "6512", "irs-number": "752313955", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45747", "film-number": "98524041"}, "business-address": {"street1": "3710 RAWLINS STE 1500", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145285588"}, "mail-address": {"street2": "3710 RAWLINS SUITE 1500", "city": "DALLAS", "state": "TX", "zip": "75219"}}
text: 1
  
      As filed with the Securities and Exchange Commission on February 6, 1998
  
                                                       Registration No. 33-_______
  ================================================================================
  
                      U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549                       
  
                  ---------------------------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933                     
  
                  ---------------------------------------------
  
                           HALLWOOD REALTY PARTNERS, L.P.
               (Exact name of registrant as specified in its charter)
  
                  DELAWARE                                        752313955
      (State or other jurisdiction of                          (I.R.S. Employer
       incorporation or organization)                        Identification No.)
                                                             
          3710 RAWLINS, SUITE 1500                           
               DALLAS, TEXAS                                        75219
  (Address of principal executive offices)                        (Zip code)
  
                  ---------------------------------------------
  
                               1995 UNIT OPTION PLAN
                                        FOR
                           HALLWOOD REALTY PARTNERS, L.P.
                              (Full title of the plan)         
               
                  ---------------------------------------------
  
                                WILLIAM L. GUZZETTI
                       PRESIDENT AND CHIEF OPERATING OFFICER
                           HALLWOOD REALTY PARTNERS, L.P.
                              3710 RAWLINS, SUITE 1500
                                DALLAS, TEXAS 75219
                      (Name and address of agent for service)
  
                                   (214) 528-5588
           (Telephone number, including area code, of agent for service)
  
                                   With a copy to
                                W. ALAN KAILER, ESQ.
                             JENKENS & GILCHRIST, P.C.
                            1445 ROSS AVENUE, SUITE 3200
                              DALLAS, TEXAS 75202-2799
                                   (214) 855-4500
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                     AMOUNT           PROPOSED MAXIMUM        PROPOSED MAXIMUM
             TITLE OF SECURITIES                      TO BE            OFFERING PRICE            AGGREGATE            AMOUNT OF
               TO BE REGISTERED                   REGISTERED(1)         PER SHARE(2)         OFFERING PRICE(2)    REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------------
  Limited Partner Units                          86,000 units             $11.875               $1,021,050            $301.21
  ====================================================================================================================================
  (1)      Consists of 86,000 units representing limited partner interests
           reserved for issuance to directors, employees and consultants of
           Hallwood Realty Partners, L.P. and its subsidiaries pursuant to the
           1995 Unit Option Plan for Hallwood Realty Partners, L.P. and the
           Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit
           Option Plan for Hallwood Realty Partners, L.P.
  (2)      Calculated pursuant to rule 457(h) based on the exercise price of the
           options specified in the Nonqualified Unit Option Agreement Granted
           Pursuant to the 1995 Unit Option Plan for Hallwood Realty Partners,
           L.P.
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION*.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*.
  
                   
  -----------------
  *        Information required by Part I to be contained in the Section 10(a)
           prospectus is omitted from the Registration Statement in accordance
           with Rule 428 of the Securities Act of 1933, as amended, and the Note
           to Part I of Form S-8.
  
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           Hallwood Realty Partners, L.P. (the "Partnership") hereby incorporates
  by reference in this Registration Statement the following documents previously
  filed with the Securities and Exchange Commission (the "Commission"):
  
           (1)     The Partnership's Annual Report on Form 10-K for the year
                   ended December 31, 1996.
  
           (3)     The Partnership's Quarterly Reports on Form 10-Q for the
                   quarters ended March 31, 1997, June 30, 1997 and September 30,
                   1997.
  
           (3)     The description of units of the Partnership, (the "Units") set
                   forth in the registration statement on Form 8-A filed with the
                   Commission on  October 3, 1990, as amended, on October 19,
                   1990, including any amendment or report filed for the purpose
                   of updating such description.
  
           All documents subsequently filed by the Partnership with the
  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this Registration Statement and to be a part
  thereof from the date of filing of such documents.
  
           Any statement contained in this Registration Statement, in an
  amendment hereto or in a document incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein, in any subsequently filed
  amendment to this Registration Statement or in any document that also is
  incorporated by reference herein, modifies or supersedes such statement.  Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Partnership has authority under Section 17-108 of Subtitle II to
  Title 6 of the Delaware Trade and Commerce Law (the "Delaware Code") to
  indemnify its directors and officers.  The Restated and Amended Agreement of
  Limited Partnership (the "Partnership Agreement")  provides that the
  Partnership shall indemnify its directors, officers, partners, employees and
  agents of the General Partner and its affiliates (each an "Indemnitee") to the
  full extent permitted by the Delaware Code or other provisions of the laws of
  Delaware. The Partnership Agreement provides indemnification against any losses
  or claims, damages, liabilities, expenses (including legal fees and expenses),
  judgments, fines, settlements and other amounts arising from any and all
  claims, demands, actions, suits or proceedings, civil, criminal, administrative
  or
  
                                        II-1
  3
  investigative, in which the Indemnitee may be involved, or threatened to be
  involved arising by reason of (i) his management of the affairs of the
  Partnership, each of the Equitec Partnerships or the General Partner or (ii)
  his status as a General Partner, an affiliate thereof, or partner, director,
  officer, employee thereof or a person serving at the request of the
  Partnership, the General Partner or any affiliate thereof in an entity in a
  similar capacity, which relates to or arises out of the Partnership, its
  property, business or affairs or the General Partner, its properties,
  businesses or affairs or (iii) any document filed with or submitted to the
  Commission or any state securities regulatory agency or otherwise disseminated
  in connection with the offer or sale, or proposed offer or sale of Units in
  connection with the exchange (the "Exchange") of Units for partnership
  interests in Equitec Financial Group, Inc., as described in the proxy statement
  and prospectus contained in the Partnership's Form S-4, filed with the
  Commission on June 28, 1990, as amended, on June 29, 1990, which Form S-4 is
  incorporated herein by reference.  Indemnification under (ii) above includes,
  but is not limited to indemnification with respect to acts, practices or
  omissions occurring prior to, during or after consummation of the Exchange and
  any representations or warranties made in connection therewith.  The
  Partnership Agreement prohibits indemnification with respect to any claim,
  issue or matter in which the Indemnitee is adjudged liable for actual fraud or
  willful or wanton misconduct, unless the court in which such action was
  brought, or another court of competent jurisdiction, determines upon
  application that, despite the adjudication of liability, the Indemnitee is
  fairly and reasonably entitled to indemnification.  The Partnership Agreement
  permits the Partnership to advance legal expenses to an Indemnitee, provided
  the Partnership receives an undertaking by the Indemnitee to repay such
  advances unless it is ultimately determined that the indemnified party is
  entitled to indemnification.  The Partnership Agreement further permits the
  Partnership to purchase and maintain liability, indemnification and/or other
  similar insurance.
  
           The Partnership Agreement provides that the General Partner, its
  Affiliates and all officers, partners, directors, employees and agents of the
  General Partner and its affiliates shall not be liable to the Partnership, any
  limited partner, assignee or any other person who has acquired an interest in
  the Partnership for any losses sustained or liabilities incurred, including
  monetary damages, as a result of any act or omission, unless such act or
  omission constitutes (a) a breach of any duty of loyalty to the Partnership,
  (b) an act or omission in bad faith which involves intentional misconduct or a
  knowing violation of law, or (c) a transaction from which an improper personal
  benefit is derived.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as a part of this Registration
  Statement.
  Exhibit          Description
           -------          -----------
  4.1*             1995 Unit Option Plan For Hallwood Realty Partners, L.P.
  
           4.2*             1995 Unit Option Loan Program
  
           4.3**            Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for Hallwood
                            Realty Partners, L.P.
  
           4.4***           Certificate of Limited Partnership of Hallwood Realty Partners, L.P.
  
           4.5***           Amended and Restated Agreement of Limited Partnership of Hallwood Realty Partners, L.P.
  
           5.1**            Opinion of Jenkens & Gilchrist, a Professional Corporation
  
           23.1**           Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1)
  
           23.2**           Consent of Deloitte & Touche LLP
  
           24.1**           Power of Attorney (included on signature page)
  -----------------
           *       Filed as an exhibit to registrant's Form 10-K for the fiscal
                   year ended December 31, 1994, filed with the Commission on
                   March 6, 1995, and incorporated herein by reference.
  
                                        II-2
  4
           **      Filed herewith.  The form of Nonqualified Unit Option
                   Agreement Granted Pursuant to the 1995 Unit Option Plan for
                   Hallwood Realty Partners, L.P. will be executed by each
                   optionee.
  
           ***     Filed as an exhibit to registrant's Form S-4 (No. 33-35621),
                   filed with the Commission on June 28, 1990, as an amended, on
                   June 29, 1990, and incorporated herein by reference.
  
  ITEM 9.  UNDERTAKINGS.
  
           A.      The undersigned registrant hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                   (a)      to include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;
  
                   (b)      to reflect in the Prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the Registration Statement;
                            and
  
                   (c)      to include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and
  
           (3)     To remove from registration by means of a post-effective
  amendment any securities being registered which remain unsold at the
  termination of the offering.
  
           B.      The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to section 13(a) or section 15(d) of
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C.      Insofar as an indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as an expressed in the Securities Act
  and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question of
  whether such indemnification by it is against public policy as an expressed in
  the Securities Act and will be governed by the final adjudication of such
  issue.
  
                                        II-3
  5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Dallas, Texas, on January 30, 1998:
  
                                 HALLWOOD REALTY CORPORATION
                                 
                                 
                                 By:  /s/   William L. Guzzetti
                                      -------------------------------------------
                                      William L. Guzzetti, President and Chief 
                                      Operating Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints William L. Guzzetti and Anthony
  J. Gumbiner, and each of them, each with full power to act without the other,
  his true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution for him and in his name, place and stead, in
  any and all capacities, to sign any or all amendments to this Registration
  Statement, and to file the same with all exhibits thereto and other documents
  in connection therewith, with the Commission, granting unto each of said
  attorneys-in-fact and agents full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as an fully to all intents and purposes as an he might or could do
  in person hereby ratifying and confirming that each of said attorneys-in-fact
  and agents or his substitutes may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates included:
  SIGNATURE                                 CAPACITY                                     DATE
  ---------                                 --------                                     ----
  /s/ Anthony J. Gumbiner                   Chairman of the Board and Director           January 30, 1998
  -----------------------------------       of Hallwood Realty Corporation
  Anthony J. Gumbiner                       (Chief Executive Officer)
  
  /s/ William L. Guzzetti                   President and Director                       January 30, 1998
  -----------------------------------       Hallwood Realty Corporation
  William L. Guzzetti                       (Chief Operating Officer)
  
  /s/ John G. Tuthill                       Executive Vice President and Secretary       January 30, 1998
  -----------------------------------       Hallwood Realty Corporation
  John G. Tuthill                           
  
  /s/   Jeffrey D. Gent                     Vice President - Finance                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation
  Jeffrey D. Gent                           (Chief Accounting Officer)
  
                                            Director                                     _________, 1998
  -----------------------------------       Hallwood Realty Corporation
  Alan G. Crisp                             
  
  /s/   William F. Forsyth                  Director                                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation                                                             
  William F. Forsyth                        
  
  /s/    Edward T. Story                    Director                                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation                                                             
  Edward T. Story                           
  
  /s/   Brian M. Troup                      Director                                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation                                                             
  Brian M. Troup                            
  
  /s/     Udo H. Walther                    Director                                     January 30, 1998
  -----------------------------------       Hallwood Realty Corporation
  Udo H. Walther
  II-4
  6
                                 INDEX TO EXHIBITS
  Sequential
                                                                                                       Numbering
   Exhibit         Description                                                                         Page No. 
   -------         -----------                                                                        ----------
  4.1*          1995 Unit Option Plan For Hallwood Realty Partners, L.P.
  
     4.2*          1995 Unit Option Loan Program
  
     4.3**         Nonqualified Unit Option Agreement Granted Pursuant to the 1995 Unit Option Plan for
                   Hallwood Realty Partners, L.P.
  
     4.4***        Certificate of Limited Partnership of Hallwood Realty Partners, L.P.
  
     4.5***        Amended and Restated Agreement of Limited Partnership of Hallwood Realty Partners, L.P.
  
     5.1**         Opinion of Jenkens & Gilchrist, a Professional Corporation
  
    23.1**         Consent of Jenkens & Gilchrist, a Professional Corporation (included in Exhibit 5.1)
  
    23.2**         Consent of Deloitte & Touche LLP
  
    24.1**         Power of Attorney (included on signature page)
  ----------------------------------------------------------------------------
  
           *       Filed as an as an exhibit to registrant's Form 10-K (No.
                   001-10643) for the fiscal year ended December 31, 1994, filed
                   with the Commission on March 6, 1995, and incorporated herein
                   by reference.
  
           **      Filed herewith.  The form of Nonqualified Unit Option
                   Agreement Granted Pursuant to the 1995 Unit Option Plan for
                   Hallwood Realty Partners, L.P. will be executed by each
                   optionee granted an option under the Unit Option Plan.
  
           ***     Filed as an exhibit to registrant's Form S-4 (No. 33-35621),
                   filed with the Commission on June 28, 1990, as amended, on
                   June 29, 1990, and incorporated herein by reference.