SC 14D9

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 Schedule 14D-9

                      Solicitation/Recommendation Statement

                       Pursuant to Section 14(d)(4) of the

                         Securities Exchange Act of 1934


                    U.S. Realty Partners Limited Partnership
                            (Name of Subject Company)


                    U.S. Realty Partners Limited Partnership
                        (Name of Person Filing Statement)

                          Depositary Unit Certificates
                         (Title of Class of Securities)

                                      None
                      (CUSIP Number of Class of Securities)


                                  Patrick Foye
                            U.S. Realty I Corporation
                                55 Beattie Place
                        Greenville, South Carolina 29602
                                 (864) 239-1000

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications
                  on Behalf of the Person(s) filing Statement)


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1.   Security and Subject Company

     The  name  of  the  subject  company  is  U.S.   Realty  Partners   Limited
Partnership,  a South Carolina limited partnership (the "Partnership"),  and the
address of the  principal  executive  offices of the  Partnership  is 55 Beattie
Place,  Greenville,  South  Carolina  29602.  The  title of the  class of equity
securities to which this statement  relates is the depositary unit  certificates
("Units") of the Partnership.

2.   Tender Offer of the Bidder

     This Statement relates to the tender offer of AIMCO  Properties,  L.P. (the
"Purchaser"),  to purchase up to 305,500 Units at a purchase  price of $5.50 per
Unit, less the amount of any distributions  declared or made with respect to the
Units  between  April  9,  1999  and May 6,  1999,  pursuant  to the  terms  and
conditions of an Offer to Purchase  dated April 9, 1999,  and the related Letter
of Transmittal  (together,  the "Offer").  The Offer is being made pursuant to a
tender offer statement on Schedule 14D-1 dated April 9, 1999.

     The  address  of the  Purchaser's  executive  offices  is 1873 S.  Bellaire
Street, 17th Floor, Denver, Colorado 80222.

3.   Identity and Background

     (a) The name and business address of the  Partnership,  which is the person
filing this Statement, are set forth in Item 1 above.

     (b) The  Partnership's  general  partners are U.S. Realty I Corporation,  a
South Carolina  corporation (the "General  Partner") and N. Barton Tuck, Jr. The
General  Partner and the Purchaser are each  controlled by Apartment  Management
and Investment Company ("AIMCO"),  a Maryland real estate investment trust and a
co-bidder in the Offer.  Mr. Tuck is not affiliated with the Purchaser nor is he
involved in the day to day operations of the Partnership.

     Certain Relationships. AIMCO owns 243,831 Units, representing 19.95% of the
total  number of Units.  The  Partnership's  Agreement  of  Limited  Partnership
provides for certain payments to affiliates for services and as reimbursement of
certain expenses incurred by affiliates on behalf of the Partnership. During the
years ended December 31, 1998, 1997 and 1996,  affiliates of the General Partner
(which are also  affiliates  of the  Purchaser)  were  entitled to receive 5% of
gross  receipts  from  all  of  the  Partnership's  residential  properties  for
providing property management services.  The Partnership paid to such affiliates
$255,000,  $292,000 and $289,000 for the years ended December 31, 1998, 1997 and
1996,  respectively.  In addition, an affiliate of the General Partner (which is
also an  affiliate  of the  Purchaser)  received  reimbursement  of  accountable
administrative  expenses  amounting  to  approximately  $117,000,  $159,000  and
$138,000 for the years ended December 31, 1998, 1997 and 1996, respectively. In


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addition,  an affiliate of the General  Partner  (who,  at the time,  was not an
affiliate of the Purchaser) also received leasing  commissions of $57,000 during
the year ended December 31, 1997. No leasing commissions were paid to affiliates
of the General Partner during the years ended December 31, 1998 and 1996.

4.   The Solicitation or Recommendation

     Because of the  conflict of interest  inherent in the fact that the General
Partner is, as described  above, an affiliate of the Purchaser,  the Partnership
is making no  recommendation  and is  remaining  neutral as to  whether  limited
partners should tender their Units pursuant to the Offer.  The Partnership  does
believe,  however, that Limited Partners who desire to presently liquidate their
interest in the  Partnership for cash should tender their Units for the greatest
purchase price available.

5.   Persons Retained, Employed or to be Compensated

     Neither  the  Partnership  nor  any  person  acting  on its  behalf  has or
currently intends to employ, retain or compensate any person or class of persons
to make  solicitations  or  recommendations  to limited  partners  on its behalf
concerning the Offer.

     6. Certain Negotiations and Transactions by the Subject Company

     (a) An affiliate of the General Partner has made the following acquisitions
of Units in the past 60 days:

          (i) 92,314 Units were acquired on February 9, 1999 at $5.75 per Unit;

          (ii) 134,293 Units were acquired on March 3, 1999 at a purchase  price
     of $5.50 per Unit; and

          (iii) 17,224 Units were acquired on March 16, 1999 at a purchase price
     of $5.75 per Unit.

Each  of  the  foregoing  purchases  were  made  through  privately   negotiated
transactions.

     (b) The 243,831 Units held by affiliates of the General Partner will not be
tendered to the Purchaser pursuant to the Offer.



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7.   Certain Negotiations and Transactions with the Subject Company.

     (a)(1) None

     (a)(2) None

     (a)(3) The Purchaser is an affiliate of the General Partner.

     (a)(4) None

     (b) None

8.   Additional Information to be Furnished

     None.


9.   Material to be Filed as Exhibits

     The following Exhibits are filed herewith:

Exhibit (a) - Letter to Limited  Partners  from the  Partnership  dated April 9,
1999.

Exhibit (b) - None

Exhibit (c) - None


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this Statement is true,  complete and
correct.

                                    U.S. REALTY PARTNERS LIMITED PARTNERSHIP

                                    By: U.S. Realty I Corporation
                                        General Partner


                                    By: /s/ Patrick Foye               
                                        ----------------------------------------
                                            Executive Vice President


                                    Date: April 9, 1999


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EX-99.A

                     U.S REALTY PARTNERS LIMITED PARTNERSHIP
                         55 Beattie Place, P.O. Box 2347
                        Greenville, South Carolina 29602

                                 (877) 460-2557

                                  April 9, 1999


Dear Limited Partner:

     Encloses is the Schedule 14D-9 which was filed by the Partnership  with the
Securities  and  Exchange  Commission  in  connection  with  the  offer by AIMCO
Properties,  L.P. (the "Purchaser") to purchase  depositary unit certificates in
the Partnership (the "Unit").

     The corporate  general  partner of the  Partnership is affiliated  with the
Purchaser.  Accordingly,  the  Partnership  is making no  recommendation  and is
remaining  neutral as to whether  limited  partners  should  tender  their Units
pursuant to the Purchaser's offer. The Partnership does believe,  however,  that
Limited  Partners  who  desire to  presently  liquidate  their  interest  in the
Partnership  for cash should tender their Units for the greatest  purchase price
available.  In this regard,  including the Purchaser's offer, the Partnership is
aware of four outstanding  offers for Units: the Purchaser's  offer at $5.50 per
Unit; an offer by affiliates of MacKenzie Patterson,  Inc. at $5.00 per Unit; an
offer by Everest  Investors 12, LLC at $4.00 per Unit (less transfer fees);  and
an offer by  Madison  Liquidity  Investors  104,  LLC at  $2.10  per Unit  (less
transfer fees).

     The Partnership's  individual  general partner,  N. Barton Tuck, Jr. is not
involved in the day to day operations of the  Partnership nor was he involved in
the decision by the  Purchaser to make its offer or in any  recommendation  with
respect to any of the offers.

         Limited  Partners are advised to carefully  read the enclosed  Schedule
14D-9.  If you have  any  questions  or would  like  further  information  about
possible  other  opportunities  to sell your  Units,  please  contact  Corporate
Investor Communications at (877) 460-2557.


                                        Sincerely,


                                        U.S REALTY PARTNERS LIMITED PARTNERSHIP