UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                    ____________

                                      FORM 8-K

                                   CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of report (Date of earliest event reported)      September 20, 2004


                      U.S. Realty Partners Limited Partnership
               (Exact Name of Registrant as Specified in its Charter)

             Delaware                   0-15656                    57-0814502
     (State or Other        (Commission File Number)            (I.R.S. Employer
      Jurisdiction of                                        Identification No.)
       Incorporation)

                                  55 Beattie Place
                                   P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code       (864) 239-1000


                                       N/A
           (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

  Written communications pursuant to Rule 425 under the Securities Act

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

  Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange
  Act


  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
  Act





Item 1.02.  Termination of a Material Definitive Agreement.

      On July 26, 2004 (the "Effective  Date"),  U.S.  Realty  Partners  Limited
Partnership, a Delaware limited partnership (the "Partnership"), entered into an
agreement (as amended,  the "Purchase  Agreement"),  with Brookside  Properties,
Inc., a Tennessee corporation (the "Purchaser"),  which is unaffiliated with the
Partnership.  Under the terms of the Purchase Agreement, the Purchaser agreed to
purchase  Governor's Park Apartments,  a 154-unit  apartment  complex located in
Little  Rock,  Arkansas  (the  "Property"),   for  a  gross  purchase  price  of
$6,400,000, subject to certain conditions and prorations (the "Purchase Price").

      On the Effective Date, the Purchaser delivered to the escrow agent $64,000
(the  "Deposit").  From the Effective  Date to and including  September 20, 2004
(the "Feasibility Period"), the Purchaser could terminate the Purchase Agreement
by delivery of written notice to the  Partnership on or before the expiration of
the Feasibility  Period. On September 20, 2004, the Purchaser  delivered written
notice to the  Partnership  of its election to terminate the Purchase  Agreement
pursuant to its terms.  The escrow agent will return the Purchaser's  deposit to
the Purchaser,  and the Partnership  will not incur any penalties as a result of
the termination of the Purchase Agreement.

      The following is a summary of the additional material terms and conditions
of the Purchase Agreement.

- -The  Purchaser was to be responsible for the payment of the Partnership's
mortgage debt and all assumption fees post closing.

- -Normal  and  customary  items of income and  expense  were to be prorated
between the Partnership and the Purchaser as of the Closing.

- -The Purchaser was to pay the cost of all transfer,  sales, use and excise
taxes and recording  costs.  The Partnership and the Purchaser were to share the
title insurer's escrow fees. The Partnership was to pay the base premium for the
title policy and the cost of  recording  any  instruments  required to discharge
liens or encumbrances and the fees of its real estate broker.

- -The parties made limited  representations  and warranties,  which were to
survive for six months after Closing.

- -The parties had customary closing conditions.

- -If the Property was damaged or destroyed  casualty  prior to the Closing,
and the cost of  repair  was more than  $300,000,  then the  Partnership  had no
obligation  to repair.  If the damage was less than  $300,000,  the  Partnership
would have been  required  to make  repairs to the extent of any  recovery  from
insurance  carried on the Property if they could have been  reasonably  effected
prior to the Closing.  If not, the  Purchaser  would have received all insurance
proceeds at the Closing plus a credit for any  insurance  deductible  payable by
the Partnership.






                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  September 24, 2004           U.S. REALTY PARTNERS LIMITED
                                   PARTNERSHIP

                                    By:   U.S. Realty I Corporation, its
                                          corporate general partner


                                    By:   /s/ Martha L. Long
                                          Senior Vice President