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)      May 4, 2005


                      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 September 3, 2004 (the "Effective Date"),  U.S. Realty Partners Limited
Partnership, a Delaware limited partnership (the "Partnership"), entered into an
agreement  (the  "Purchase  Agreement")  with Twin  Lakes  Associates,  L.P.,  a
Delaware limited partnership.  Twin Lakes Associates, L.P. subsequently assigned
the  Purchase  Agreement  to Twin Lakes  Apartments,  LLC,  a  Delaware  limited
liability  company  (the  "Purchaser"),  which is  affiliated  with the  general
partners of the  Partnership.  Under the terms of the  Purchase  Agreement,  the
Purchaser agreed to purchase Twin Lakes Apartments, a 262-unit apartment complex
located in Palm Harbor, Florida (the "Property"),  for a gross purchase price of
$11,210,472 (the "Purchase Price").

      On February 14, 2005,  the  Partnership  received an offer to purchase the
Property  from Mr.  Steven Gold,  a limited  partner of the  Partnership  owning
approximately 1% of the outstanding units of limited partnership interest in the
Partnership.  By its terms,  the offer  expired  two days after the  Partnership
received it, which did not provide the  Partnership  sufficient time to evaluate
the offer.  Although Mr. Gold's offer has expired,  on March 18, 2005,  Mr. Gold
indicated to the managing  general partner of the  Partnership  that he remained
interested in purchasing the Property.

      The  Partnership  previously  determined  to  proceed  with a sale  of the
Property to an affiliate of the general partners,  because,  among other things,
the sale to an affiliate could be consummated relatively quickly, the sale would
avoid certain costs that it would otherwise incur in a sale of the Property to a
third party, and the sale to an affiliate provides greater certainty than a sale
to a third party.  However,  as a result of the interest indicated by the offer,
the  Partnership  renewed  consideration  of  alternatives  to the  sale  of the
Property  to an  affiliate,  including  negotiating  with the  Purchaser  for an
increased gross sale price,  selling the Property to Mr. Gold, and marketing the
Property for sale to a third party.  In  connection  with its  evaluation of its
alternatives,  the Partnership  engaged a second appraiser,  Valuation  Research
Corporation,  to value the Property.  Valuation Research Corporation  determined
that the market value of the Property  was  $13,125,000  as of December 31, 2004
without consideration of liabilities secured by the property, as compared to KTR
Newmark Real Estate Services LLC's  determination of $13,100,000 as of April 28,
2004.

      As a result of the interest  indicated by Mr. Gold's offer to purchase the
Property, the results of the Partnership's additional due diligence with respect
to the results  that might be obtained by  marketing  the Property for sale to a
third party, and the higher market value determined by the second appraiser, the
Partnership  is of the  opinion  that it may be able to sell the  Property  to a
third party for a higher gross sale price than in the sale  contemplated  by the
Purchase  Agreement.  Accordingly,  the  Partnership  decided to  terminate  the
Purchase  Agreement and to market the Property for sale to a third party.  Under
the terms of the Purchase Agreement,  either party to the Purchase Agreement may
terminate the Purchase  Agreement at any time prior to closing,  acting in their
sole  discretion  and for any reason or no reason,  upon  written  notice to the
other party.  On May 4, 2005, the  Partnership  delivered  written notice to the
Purchaser of its election to terminate  the Purchase  Agreement  pursuant to its
terms.

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

- -The parties  made limited  representations  and  warranties,  which were not to
survive the closing.

- -In addition to customary  closing  conditions,  the  Partnership's  obligations
under the  Purchase  Agreement  were  conditioned  upon the  failure  to receive
objections to the proposed sale from limited  partners  owning a majority of the
units of  limited  partnership  interest  in the  Partnership  not  owned by the
general partners or their affiliates.

- -The  Partnership and the Purchaser agreed to provide to the limited partners of
the Partnership  contractual  dissenters'  appraisal  rights that are based upon
such rights afforded to shareholders in corporate  mergers under the corporation
laws of the state of Delaware.






                                   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:  May 9, 2005                  U.S. REALTY PARTNERS LIMITED PARTNERSHIP

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

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