SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant [ ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[  ]     Preliminary Proxy Statement
[  ]     Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
[  ]     Definitive Proxy Statement
[  ]     Definitive Additional Materials
[X ]     Soliciting Material Pursuant to Section 240.14a-12

                         HALLWOOD REALTY PARTNERS, L.P.

                (Name of Registrant as Specified In Its Charter)

        High River Limited Partnership, Barberry Corp. and Carl C. Icahn


    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]      No fee required.

[ ]      Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

         1)      Title of each class of securities to which transaction applies:



         2)      Aggregate number of securities to which transaction applies:



         3)       Per unit price or other  underlying value of transaction
                  computed  pursuant to Exchange Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):

         4)       Proposed maximum aggregate value of transaction:

         5)       Total fee paid:



[  ]     Fee paid previously with preliminary materials.

[  ]     Check box if any part of the fee is offset as provided by Exchange Act
Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was paid
previously.  Identify the previous filing by  registration  statement
number, or the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:

         2)       Form, Schedule or Registration Statement No.:



         3)       Filing Party:



         4)       Date Filed:





     On  May 1,  2003,  High  River  Limited  Partnership,  a  Delaware  limited
partnership,  filed an Offer to Purchase any and all of the outstanding  limited
partner units in Hallwood Realty Partners,  L.P., a Delaware limited partnership
and the associated  rights to purchase  additional Units under the Unit Purchase
Rights  Agreement,  dated as of  November  30,  1990,  as  amended,  between the
Partnership  and EquiServe  Trust Company,  N.A., as rights agent, at a purchase
price of $100.00 per Unit, net to the seller in cash, without interest, upon the
terms and subject to the  conditions  set forth in the Offer to Purchase  and in
the related Letter of Transmittal, including the Instructions thereto, as it may
be  supplemented or amended from time to time. The Offer to Purchase refers to a
possible  proxy or  consent  solicitation  by High  River  Limited  Partnership,
Barberry Corp. and Carl C. Icahn.

     The  Offer to  Purchase  is  filed  as  Exhibit  1 and is  incorporated  by
reference.