SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20547

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                                 SCHEDULE 14D-9
                                 (RULE 14d-101)


          SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 1)

                    U.S. REALTY PARTNERS LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
                            (Name of Subject Company)


                    U.S. REALTY PARTNERS LIMITED PARTNERSHIP
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                      (Name of Person(s) Filing Statement)


                          DEPOSITARY UNIT CERTIFICATES
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                         (Title of Class of Securities)


                                      NONE
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                      (CUSIP Number of Class of Securities)


                                 Patrick J. Foye
                            Executive Vice President
                   Apartment Investment and Management Company
                  4582 South Ulster Street Parkway, Suite 1100
                             Denver, Colorado 80237
                                 (303) 757-8101
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      (Name, Address, and Telephone Number of Person Authorized to Receive
     Notices and Communications on Behalf of the Person(s) Filing Statement)


[ ]   Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.





                                 SCHEDULE 14D-9

         This Amendment No. 1 to Schedule 14D-9 relates to a tender offer by
AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"), to
purchase depositary unit certificates ("Units") of U.S. Realty Partners Limited
Partnership, a Delaware limited partnership (the "Partnership"), at a price of
$2.35 per unit in cash. The offer to purchase Units in the Partnership is being
made pursuant to an Offer to Purchase of AIMCO Properties, dated as of December
3, 2003, and a related Letter of Transmittal, copies of which are attached as
Exhibits (a)(1) and (a)(2) hereto, respectively, as amended and restated by an
amended and restated Offer to Purchase of AIMCO Properties, dated as of December
16, 2003 (the "Offer to Purchase"), and a related Letter of Transmittal, copies
of which are attached as Exhibits (a)(4) and (a)(5) hereto, respectively.

ITEM 1.  SUBJECT COMPANY INFORMATION.

         (a) and (b) The information set forth under "THE OFFER--Section 13.
Certain Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference.

ITEM 2.  IDENTITY AND BACKGROUND OF FILING PERSON.

         (a) This Schedule 14D-9 is being filed by the Partnership whose general
partners are U.S. Realty I Corporation, a South Carolina corporation and AIMCO
Properties, L.P., a Delaware limited partnership. The Partnership's business
address is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602,
and its telephone number is (864) 239-1000.

         (d) The information set forth under "THE OFFER--Section 8. Information
Concerning Us and Certain of Our Affiliates," "SUMMARY TERM SHEET" and "THE
OFFER" in the Offer to Purchase is incorporated herein by reference.

ITEM 3.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

         (d) The information set forth under "SUMMARY TERM SHEET--Conflicts of
Interest," and "THE OFFER--Conflicts of Interest and Transactions with
Affiliates" in the Offer to Purchase is incorporated herein by reference.

ITEM 4.  SOLICITATION OR RECOMMENDATION.

         (a) and (b) The information set forth under "SUMMARY TERM SHEET--No
General Partner Recommendation" and "THE OFFER--Section 10. Position of the
General Partner of Your Partnership with Respect to the Offer" in the Offer to
Purchase is incorporated herein by reference.

         (c) The information set forth under "THE OFFER--Section 8. Information
Concerning Us and Certain of Our Affiliates" in the Offer to Purchase is
incorporated herein by reference.





ITEM 5.  PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     (a) Not Applicable.

ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     (b) Not applicable.

ITEM 7.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     (d) Not applicable.

ITEM 8.  ADDITIONAL INFORMATION.

     (b) The information set forth in the Offer to Purchase is incorporated
         herein by reference.

ITEM 9.  EXHIBITS.


(a)(1)   Offer to Purchase Units of the Partnership (Exhibit (a)(1) to Schedule
         TO of AIMCO Properties, dated December 3, 2003, is incorporated herein
         by reference).

(a)(2)   Letter of Transmittal and related Instructions (Exhibit (a)(2) to
         Schedule TO of AIMCO Properties, dated December 3, 2003, is
         incorporated herein by reference).

(a)(3)   Letter to Limited Partners of the Partnership, dated December 3, 2003
         (Exhibit (a)(4) to Schedule TO of AIMCO Properties, dated December 3,
         2003, is incorporated herein by reference).

(a)(4)   Amended and Restated Offer to Purchase Units of the Partnership
         (Exhibit (a)(7) to Schedule TO of AIMCO Properties, dated December 16,
         2003, is incorporated herein by reference).

(a)(5)   Amended and Restated Letter of Transmittal and related Instructions
         (Exhibit (a)(8) to Schedule TO of AIMCO Properties, dated December 16,
         2003, is incorporated herein by reference).

(a)(6)   Letter of Limited Partners of the Partnership, dated December 16, 2003
         (Exhibit (a)(10) to Amendment No. 1 to Schedule TO of AIMCO Properties,
         dated December 16, 2003, is incorporated herein by reference).

(e)      Not applicable.

(g)      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.

Dated: December 16, 2003


                             U.S. REALTY PARTNERS LIMITED PARTNERSHIP

                             By:      U.S. Realty I Corporation
                                 -----------------------------------------------
                                      (General Partner)


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