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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

(Amendment No. 4)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

U.S. REALTY PARTNERS LIMITED PARTNERSHIP

(Name of the Issuer)

U.S. REALTY PARTNERS LIMITED PARTNERSHIP
U.S. REALTY I CORPORATION
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO/IPT, INC.
AIMCO-GP, INC.
AIMCO USRP MERGER SUB LLC

(Name of Person(s) Filing Statement)

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

John Bezzant
Senior Vice President
Apartment Investment and Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8101

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

WITH COPIES TO:


Jonathan Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071		Joseph Coco, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036

This statement is filed in connection with (check the appropriate box):


a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.	þ	The filing of a registration statement under the Securities Act of 1933.

c.	o	A tender offer.

d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: þ

Calculation of Filing Fee


Transaction Valuation*		Amount of Filing Fee**

$888,181.80		$63.33


*		For purposes of calculating the fee only. This amount was calculated by multiplying the 321,805 depositary unit certificates held by limited partners unaffiliated with AIMCO Properties, L.P. by $2.76 per depositary unit certificate.

**		Calculated by multiplying the transaction valuation of $888,181.80 by 0.0000713

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


Amount Previously Paid: $63.33 Form or Registration No.: Form S-4		Filing Party: Apartment Investment and Management Company; Aimco Properties, L.P. Date Filed: October 12, 2010

TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

This Amendment No. 4 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed solely to report the results of the Rule 13e-3 transaction subject to the Schedule 13E-3.

On October 8, 2010, U.S. Realty Partners Limited Partnership, a Delaware limited partnership (the “Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AIMCO Properties, L.P., a Delaware limited partnership (“AIMCO Properties”), and AIMCO USRP Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the “Merger Subsidiary”). The Merger Agreement provides for the Merger Subsidiary to be merged with and into the Partnership, with the Partnership as the surviving entity (the “Merger”), upon approval by a majority in interest of the outstanding limited partnership interest of the Partnership (the “USRP Units”). On February 11, 2011, AIMCO Properties, which owned 900,195 of the 1,222,000 issued and outstanding USRP Units, or approximately 73.67% of the number of outstanding USRP Units, took action by written consent to approve the Merger, and the Merger was completed.

In the Merger, each USRP Unit in the Partnership outstanding immediately prior to the consummation of the Merger and held by limited partners (other than USRP Units as to which appraisal rights are elected) was converted into the right to receive, at the election of the limited partner, either (i) $2.76 in cash (the “Cash Consideration”) or (ii) 0.11 partnership common units of AIMCO Properties. However, limited partners who reside in the State of California will only be entitled to receive the Cash Consideration for each USRP Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

In the Merger, AIMCO Properties’ interest in the Merger Subsidiary was converted into 1,000 USRP Units, and AIMCO Properties became the sole limited partner of the Partnership. U.S. Realty I Corporation continues to be the general partner of the Partnership, and the Partnership’s agreement of limited partnership in effect immediately prior to the Merger remains unchanged after the Merger.

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