-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000899983-98-000026.txt : 19980818
<SEC-HEADER>0000899983-98-000026.hdr.sgml : 19980818
ACCESSION NUMBER:		0000899983-98-000026
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		19980817
SROS:			NYSE
GROUP MEMBERS:		GOTHAM INTERNATIONAL ADVISORS,L.L.C.
GROUP MEMBERS:		GOTHAM PARTNERS II, L.P.
GROUP MEMBERS:		GOTHAM PARTNERS III, 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:		98692914

	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. 7)
            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)   
                                   
                        August 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 12 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            1,976,686
                       
BENEFICIALLY    8   SHARED VOTING POWER   
OWNED BY EACH        1,500,140  
                9   SOLE DISPOSITIVE POWER   
  REPORTING          1,976,686
   PERSON              
    WITH       10   SHARED DISPOSITIVE POWER   
                     1,313,680   
                       
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
               REPORTING PERSON   
                     3,476,826
                  
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]   
               EXCLUDES CERTAIN SHARES*   
                  
                  
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW   
               (11)   
                    42.63 %  
                  
     14        TYPE OF REPORTING PERSON*   
                    PN   
<PAGE




                          SCHEDULE 13D   
  
CUSIP No. 515062107                               Page 3 of 12 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)   
                    18.40%  
                  
     14        TYPE OF REPORTING PERSON*   
                    OO   
<PAGE>
                          

 SCHEDULE 13D   
  
CUSIP No. 515062107                                 Page 4 of 12 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)   
                     18.65%  
                  
     14        TYPE OF REPORTING PERSON*   
                    PN   
<PAGE>






SCHEDULE 13D   
  
CUSIP No. 515062107                                  Page 5 of 12 Pages   
                                                        
      1        NAME OF REPORTING PERSON   
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             
                    Gotham Partners III, 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            34,475   
                       
BENEFICIALLY    8   SHARED VOTING POWER   
OWNED BY EACH           
                9   SOLE DISPOSITIVE POWER   
  REPORTING          34,475
   PERSON              
    WITH       10   SHARED DISPOSITIVE POWER   
 
                       
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
               REPORTING PERSON   
                     34,475
                  
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]   
               EXCLUDES CERTAIN SHARES*   
                  
                  
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW   
               (11)   
                     .42%  
                  
     14        TYPE OF REPORTING PERSON*   
                    PN   
<PAGE>




SCHEDULE 13D   
  
CUSIP No. 515062107                                  Page 6 of 12 Pages   
                                                        
      1        NAME OF REPORTING PERSON   
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             
                    Gotham International Advisors, L.L.C.           
                  
      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   
                    Delaware   
                  
  NUMBER OF     7   SOLE VOTING POWER   
   SHARES            2,200   
                       
BENEFICIALLY    8   SHARED VOTING POWER   
OWNED BY EACH           
                9   SOLE DISPOSITIVE POWER   
  REPORTING          2,200
   PERSON              
    WITH       10   SHARED DISPOSITIVE POWER   
 
                       
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
               REPORTING PERSON   
                     2,200
                  
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]   
               EXCLUDES CERTAIN SHARES*   
                  
                  
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW   
               (11)   
                     .03%  
                  
     14        TYPE OF REPORTING PERSON*   
                     OO;IA 
<PAGE



                                                     Page 7 of 12 Pages  

To the extent set forth herein, this Amendment No. 7 amends and supplements the 
statement on Schedule 13D, as amended by amendment nos. 1, 2, 3, 4, 5 and 6 
(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"). 

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

Item 2.   Identity and Background

Item 2 is hereby amended as follows:

This Statement is being filed by Gotham Partners, L.P., a New York  
limited partnership ("Gotham"), with respect to shares of Common Stock 
owned by it, Gotham Partners II, L.P., a New York limited partnership 
("Gotham II"), with respect to shares of Common Stock owned by it, 
Karenina Properties, LLC a New York limited liability company (the 
"Karenina Properties"), wholly-owned by Gotham and Gotham II, Gotham 
Partners III, L.P., a New York limited partnership ("Gotham III"), with 
respect to shares of Common Stock owned by it, and Gotham International 
Advisors, L.L.C., a Delaware limited liability company ("Gotham 
Advisors") with respect to shares of Common Stock owned by Gotham 
Partners International, Ltd. ("Gotham International"), a Cayman 
exempted company. Gotham, Gotham II, Karenina Properties, Gotham III 
and Gotham Advisors are together the "Reporting Persons."

Effective July 1, 1998, Gotham converted to a Section 3(c)(7) exempt 
entity from a Section 3(c)(1) exempt entity under the Investment 
Company Act of 1940, as recently amended (the "Act"). Gotham III was 
created in connection with Gotham's conversion in order to provide an 
investment entity for those limited partners of Gotham who did not meet 
the definition of a "qualified purchaser" set forth in Section 2(a)(51) 
of the Act. Only "qualified purchasers" may invest in Section 3(c)(7) 
exempt entities.  Gotham distributed approximately 1.09% of its assets 
and liabilities to withdrawing limited partners, who contributed such 
assets and liabilities to Gotham III in return for limited partnership 
interests therein.

Each of Gotham, Gotham II, Karenina Properties and Gotham III was 
formed to engage in the buying and selling of securities for investment 
for its own account.  Gotham Advisors was formed for the purpose of 
providing a full range of investment advisory services, including 
acting as the investment manager of one or more investment funds or 
other similar entities, including Gotham International.

<PAGE>

                                                    Page 8 of 12 Pages

Section H Partners, L.P., a New York limited partnership ("Section H"),  
is the sole general partner of Gotham, Gotham II and Gotham III.  
Karenina Corp., a New York corporation ("Karenina"), and DPB Corp., a 
New York corporation ("DPB"), are the sole general partners of Section 
H. Karenina is wholly owned by Mr. William A. Ackman. DPB is wholly 
owned by Mr. David P. Berkowitz.  Pursuant to an investment management 
agreement (the "Investment Management Agreement"), Gotham Advisors has 
the power to vote and dispose of the shares of Common Stock held for 
the account of Gotham International and, accordingly, may be deemed the 
"beneficial owner" of such shares.  Messrs. Ackman and Berkowitz are 
the Senior Managing Members of Gotham Advisors.

Messrs. Ackman and Berkowitz are citizens of the United States of 
America, and the principal occupation of each of them is managing the 
affairs of (i) Karenina and DPB, respectively, and through such 
entities the affairs of Section H, Gotham, Gotham II and Gotham III, 
and (ii) Gotham Advisors, and through such entity the affairs of Gotham 
International.  The business address of each of Gotham, Gotham II, 
Karenina Properties, Gotham III, Gotham Advisors, Section H, Karenina, 
DPB and Messrs. Ackman and Berkowitz is 110 East 42nd Street, 18th 
floor, New York, New York 10017. The business address of Gotham 
International is c/o Goldman Sachs (Cayman) Trust, Limited, Harbour 
Centre, 2nd floor, P.O. Box 896, George Town, Grand Cayman, Cayman 
Islands, British West Indies.

During the last five years, none of Gotham, Gotham II, Karenina 
Properties, Gotham III, Gotham Advisors, Gotham International, Section 
H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz (i) has been convicted in 
a criminal proceeding (excluding traffic violations or similar 
misdemeanors) or (ii) has been a party to a civil proceeding of a 
judicial or administrative body of competent jurisdiction and as a 
result of such proceeding was or is subject  to a judgment, decree or 
final order enjoining future violations of, or  prohibiting or 
mandating activities subject to, federal or state securities  laws or 
finding any violation with respect to such laws.

Any disclosures herein with respect to persons other than the Reporting 
Persons are made on information and belief after appropriate inquiry.

<PAGE>

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following:

 The aggregate purchase price of the Common Stock purchased by Gotham 
International and reported in this Amendment No. 7 was $14,138.  All of the 
funds required for these purchases were obtained from the general funds of 
Gotham International.


Item 5.  Interest in Securities of the Issuer.
                                                        Page 9 of 12 Pages


Item 5 is hereby amended to give effect to transactions in Item 2.

Gotham, Karenina Properties, Gotham II, Gotham III and Gotham International 
collectively beneficially own 3,533,976 Shares of Common Stock, representing 
approximately  43.3% of the outstanding Common Stock as of the date of this 
Statement. Gotham beneficially owns an aggregate of 3,476,826 or 42.63% of the 
outstanding Shares, of which (i) 1,976,686 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 18.40% 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 
18.65% 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. Gotham III beneficially owns 
an aggregate of 34,475 or .42% of the outstanding Shares. Gotham International 
beneficially owns an aggregate of 2,200 or .03% of the outstanding Shares. 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 and one-half of the warrants that are immediately
exercisable pursuant to Item. 6. None of Gotham Advisors, 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, Gotham II, Gotham III and Gotham International).  
  
     (b) Each of Gotham, Karenina Properties, Gotham II and Gotham III 
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. 
Pursuant to the Investment Management Agreement, Gotham Advisors 
currently has the power to vote and to dispose of all of the Common 
Stock beneficially owned by Gotham International.

<PAGE


                                                    Page 10 of 12 Pages  

 
  
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect 
to Securities of the Issuer.

Item 6 is hereby amended by adding the following:

 On August 12, 1998, the Company and Gotham Partners, L.P. 
("Gotham") entered into an agreement under which, among other things, 
(a) Gotham has committed that it and its affiliates ("Lenders") will 
lend the Company up to $2 million ("First Loan") to be used by the 
Company solely to fund ongoing expenses related to the prosecution of 
the lawsuit by the Company against the United States, identified as 
Docket No. 95-502C, pending in the U.S. Court of Federal Claims 
("Lawsuit"); (b) Lenders have committed to lend the Company up to 
another $200,000 to be used to bring the Company into compliance with 
laws, rules and regulations applicable to the Company, the expenditure 
of which will be agreed upon jointly by the Company and Lenders 
("Second Loan," collectively with the First Loan, "Loans"); (c) the 
Loans shall each bear interest at 18% per annum, compounded annually; 
(d) the Loans shall be due on demand after final resolution of the 
Lawsuit, and the Second Loan shall be due no later than five years from 
its making and shall be repaid from the proceeds of any other 
borrowings by the Company; and (e) in consideration of the First Loan, 
the Lenders shall receive warrants to purchase up to 307,692 shares of 
Common Stock of the Company, of which one-half are immediately 
exercisable at $6.50 per share and the balance shall be exercisable at 
the rate of one share for each $6.50 drawn down under the First Loan 
above $1 million.  On or about August 4, 1998, the Company's Board of 
Directors adopted a resolution, among other things, authorizing the 
Company's officers to complete the negotiation of, and to execute and 
perform, the agreement with Gotham.


 
<PAGE>



                                                   Page 11 of 12 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.   
   
August 13, 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   
                          
                GOTHAM PARTNERS III, 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   


                GOTHAM INTERNATIONAL ADVISORS, L.L.C. 


                      By: /s/ William A. Ackman  
                          William A. Ackman
                          Senior Managing Member 
 
                       
</TEXT>  
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<DESCRIPTION>JOINT ACQUISITION STATEMENT
<TEXT>
  

                                                   Page 12 of 12 Pages
                         EXHIBIT 1     
  
                  JOINT ACQUISITION STATEMENT     
                  PURSUANT TO RULE 13d-1(f)1     
     
The undersigned acknowledge and agree that the foregoing statement on 
Schedule 13D, as amended, is filed on behalf of each of the undersigned 
and that all subsequent amendments to this statement on Schedule 13D, 
as amended, shall be filed on behalf of each of the undersigned without 
the necessity of filing additional joint acquisition statements.  The 
undersigned acknowledge that each shall be responsible for the timely 
filing of such amendments, and for the completeness and accuracy of the 
information concerning him or it contained therein, but shall not be 
responsible for the completeness and accuracy of the information 
concerning the other, except to the extent that he or it knows or has 
reason to believe that such information is inaccurate.     
     
DATED:  August 13, 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   
                          
               GOTHAM PARTNERS III, 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   


               GOTHAM INTERNATIONAL ADVISORS, L.L.C. 


                  By: /s/ William A. Ackman  
                          William A. Ackman   
                          Senior Managing Member


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