SCHEDULE 14C
                                 (Rule 14c-101)

                  INFORMATION REQUIRED IN INFORMATION STATEMENT
                            SCHEDULE 14C INFORMATION
        Information Statement Pursuant to Section 14(c) of the Securities
                              Exchange Act of 1934

Check the appropriate box:

[X]    Preliminary Information Statement    [  ] Confidential, for Use of the
[ ]    Definitive Information Statement          Commission Only (as permitted
                                                 by Rule 14c-5(d)(2))

                    U.S. REALTY PARTNERS LIMITED PARTNERSHIP
- -------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]      No fee required.
[ ]      Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1)      Title of each class of securities to which transaction applies:

         ----------------------------------------------------------------------

(2)      Aggregate number of securities to which transaction applies:

         ----------------------------------------------------------------------

(3)      Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

         ----------------------------------------------------------------------

(4)      Proposed maximum aggregate value of transaction:

         ----------------------------------------------------------------------

(5)      Total fee paid:

         ----------------------------------------------------------------------

[ ]      Fee paid previously with preliminary materials:

[  ]     Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.

(1)      Amount previously paid:

         ----------------------------------------------------------------------

(2)      Form, Schedule or Registration Statement No.:

         ----------------------------------------------------------------------

(3)      Filing Party:

         ----------------------------------------------------------------------

(4)      Date Filed:

         ----------------------------------------------------------------------



                                PRELIMINARY COPY

                    U.S. REALTY PARTNERS LIMITED PARTNERSHIP
                           C/O THE ALTMAN GROUP, INC.
                            1275 VALLEY BROOK AVENUE
                           LYNDHURST, NEW JERSEY 07071
                                 (800) 217-9608

                                March [__], 2005

                      WE ARE NOT ASKING YOU FOR A PROXY AND
                    YOU ARE REQUESTED NOT TO SEND US A PROXY

Dear Limited Partner:

         The attached Information Statement describes an amendment (the
"Amendment") to the Amended and Restated Agreement of Limited Partnership (as
amended, the "Partnership Agreement") of U.S. Realty Partners Limited
Partnership, a Delaware limited partnership (your "Partnership"), to extend the
term of your Partnership from December 31, 2005 to December 31, 2021.

         On August 31, 2000, your Partnership refinanced (with an independent,
third party lender) its mortgage indebtedness secured by Twin Lakes Apartments,
a 262-unit apartment complex located in Palm Harbor, Florida, and Governor's
Park Apartments, a 154-unit apartment complex located in Little Rock, Arkansas,
both of which your Partnership owns. The financing agreements between the
Partnership and the lender require the extension of the Partnership's term
beyond the maturity date of the mortgage indebtedness. The Partnership's
mortgage indebtedness matures on September 1, 2020. The lender can exercise
remedies, which include accelerating the maturity of the mortgage indebtedness
and foreclosing on Partnership property, if the Partnership's term is not
extended.

         The Partnership has entered into an agreement providing for the sale of
Twin Lakes and has marketed Governor's Park to potential purchasers. The
Partnership intends to continue to seek a buyer for Governor's Park and the
general partners of the Partnership believe that additional time may be required
in order to locate a buyer for Governor's Park. The Amendment will provide the
Partnership with additional time to market Governor's Park for sale to a third
party. The Partnership's term currently expires on December 31, 2005, and the
general partners of the Partnership are of the opinion that the Partnership's
negotiating leverage will be enhanced, and the net proceeds to the Partnership
and the limited partners from a sale of Governor's Park could be increased, if
the Partnership has greater flexibility with respect to the timing of a sale of
Governor's Park. There can be no assurance, however, that the Partnership's
negotiating leverage will in fact be enhanced, or that the net proceeds from a
sale of Governor's Park will be increased, by an extension of the Partnership's
term or that the Partnership will complete a sale of Governor's Park.

         U.S. Realty I Corporation and AIMCO Properties, L.P., the general
partners of the Partnership (the "General Partners"), have conflicts of interest
with respect to the Amendment. Continuation of the Partnership beyond 2005 will
result in the General Partners and their affiliates continuing to receive
management fees from the Partnership. These fees would not continue to be
payable beyond 2005 if the Amendment is not adopted.

         Pursuant to the Partnership Agreement, the consent of the holders of
more than 50% of all outstanding depositary unit certificates in the Partnership
("Units"), which actually vote on the issue, is required to approve the
Amendment. As of March [_], 2005, 1,222,000 Units were issued and outstanding.
As of March [__], 2005, AIMCO Properties, L.P. and its affiliates own 828,227,
or approximately 67.78%, of the outstanding Units. AIMCO Properties, L.P. and
its affiliates will vote their Units in favor of the Amendment. Accordingly,
approval of the Amendment is assured. We are providing the attached Information
Statement in order to notify you of the background and terms of the Amendment.




         The Amendment will become effective when the General Partners execute
the Amendment. The General Partners expect that the Amendment will become
effective on or about March [__], 2005. There can be no assurance, however, that
the Amendment will not become effective sooner or later than such date.

         Questions may be directed to the Information Agent, The Altman Group,
Inc., at its address set forth below.

                                Very truly yours,

                                U.S. REALTY I CORPORATION

                                AIMCO PROPERTIES, L.P.





                            THE INFORMATION AGENT IS:

                             THE ALTMAN GROUP, INC.


                                                       
By Mail, Overnight Courier or Hand:      By Facsimile:       For Information please call:

   1275 Valley Brook Avenue           (201) 460-0050            TOLL FREE (800) 217-9608
  Lyndhurst, New Jersey 07071






                                PRELIMINARY COPY

                    U.S. REALTY PARTNERS LIMITED PARTNERSHIP
                           C/O THE ALTMAN GROUP, INC.
                            1275 VALLEY BROOK AVENUE
                           LYNDHURST, NEW JERSEY 07071
                                 (800) 217-9608

                              INFORMATION STATEMENT

                                March [__], 2005

                      WE ARE NOT ASKING YOU FOR A PROXY AND
                    YOU ARE REQUESTED NOT TO SEND US A PROXY

         This Information Statement is being furnished to the holders (the
"Limited Partners") of depositary unit certificates of record as of the close of
business on [_________________], 2005 (the "Record Date"), of U.S. Realty
Partners Limited Partnership, a Delaware limited partnership (the
"Partnership"), in connection with an amendment (the "Amendment") to the
Partnership's Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement") to extend the term of the Partnership from December 31,
2005 to December 31, 2021.

         This Information Statement is first being mailed to Limited Partners on
or about [__________________], 2005.

         On August 31, 2000, your Partnership refinanced (with an independent,
third party lender) its mortgage indebtedness secured by Twin Lakes Apartments,
a 262-unit apartment complex located in Palm Harbor, Florida, and Governor's
Park Apartments, a 154-unit apartment complex located in Little Rock, Arkansas,
both of which your Partnership owns (collectively, the "Properties" and
individually, a "Property"). The financing agreements between the Partnership
and the lender require the extension of the Partnership's term beyond the
maturity date of the mortgage indebtedness. The Partnership's mortgage
indebtedness matures on September 1, 2020. The lender can exercise remedies,
which include accelerating the maturity of the mortgage indebtedness and
foreclosing on Partnership property, if the Partnership's term is not extended.

         The Partnership has entered into an agreement providing for the sale of
Twin Lakes and has marketed Governor's Park to potential purchasers. The
Partnership intends to continue to seek a buyer for Governor's Park and the
general partners of the Partnership believe that additional time may be required
in order to locate a buyer for Governor's Park. The Amendment will provide the
Partnership with additional time to market Governor's Park for sale to a third
party. The Partnership's term currently expires on December 31, 2005, and the
general partners of the Partnership are of the opinion that the Partnership's
negotiating leverage will be enhanced, and the net proceeds to the Partnership
and the Limited Partners from a sale of Governor's Park could be increased, if
the Partnership has greater flexibility with respect to the timing of a sale of
Governor's Park. There can be no assurance, however, that the Partnership's
negotiating leverage will in fact be enhanced, or that the net proceeds from a
sale of Governor's Park will be increased, by an extension of the Partnership's
term or that the Partnership will complete a sale of Governor's Park.

         U.S. Realty I Corporation and AIMCO Properties, L.P., the general
partners of the Partnership (the "General Partners" or individually a "General
Partner"), have conflicts of interest with respect to the Amendment.
Continuation of the Partnership beyond 2005 will result in the General Partners
and their affiliates continuing to receive management fees from the Partnership.
These fees would not continue to be payable beyond 2005 if the Amendment is not
adopted.

         Pursuant to the Partnership Agreement, the consent of Limited Partners
holding more than 50% of all outstanding depositary unit certificates in the
Partnership ("Units"), which actually vote on the issue, is required to approve
the Amendment. As of March [_], 2005, 1,222,000 Units were issued and
outstanding. As of March [__], 2005, AIMCO Properties, L.P. ("AIMCO Properties")
and its affiliates own 828,227, or approximately 67.78%, of the outstanding
Units. AIMCO Properties and its affiliates will vote their Units in favor of the
Amendment.




Accordingly, approval of the Amendment is assured. We are providing this
Information Statement in order to notify you of the background and terms of the
Amendment.

         The Amendment will become effective when the General Partners execute
the Amendment. The General Partners expect that the Amendment will become
effective on or about March [__], 2005. There can be no assurance, however, that
the Amendment will not become effective sooner or later than such date.

         Questions may be directed to the Information Agent, The Altman Group,
Inc., at 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071, telephone (800)
217-9608.

                                  RISK FACTORS

         There are risks associated with the Amendment. In addition, the General
Partners are affiliates of Apartment Investment and Management Company, a
publicly traded real estate investment trust ("AIMCO"), which, together with its
other affiliates, may have interests that conflict with the interests of the
Limited Partners. You should consider the following risks carefully:

RISKS OF THE AMENDMENT

         CONTINUATION OF THE PARTNERSHIP; NO DEFINITE TIME FRAME REGARDING SALE
OF PROPERTIES. Although the General Partners intend to sell the Properties,
there can be no assurance as to when the sales will occur, if at all. Your
partnership's prospectus, pursuant to which Units were sold, indicated that your
partnership was intended to be self-liquidating, that it was anticipated that
the partnership's properties would be sold within five to nine years of their
acquisition, provided market conditions permit, and that it was anticipated that
the partnership would be dissolved within twelve years after the sale of the
units. The prospectus also indicated that there would be no assurance that the
partnership would be able to so liquidate and that, unless sooner terminated as
provided in the Partnership Agreement, the existence of the partnership would
continue until December 31, 2005. There may be no way to liquidate your
investment in the Partnership in the future until the Properties are sold and
your Partnership is liquidated.

         If the Amendment is approved, you may not be able to exit from the
Partnership until a termination of the Partnership in December 31, 2021, or if
the termination date is further extended, until that extended date.

         YOU MAY BE REQUIRED TO HOLD YOUR UNITS INDEFINITELY. Although the
General Partners intend to sell the Properties, there can be no assurance as to
when any sales will occur, if at all. Therefore, there may not be any way to
liquidate your investment in the Partnership until the Properties are sold and
your Partnership is liquidated.

         THERE IS NO ACTIVE TRADING MARKET FOR YOUR UNITS. Although the Units
are registered with the Securities and Exchange Commission (the "SEC"), there is
no active trading market for the Units. There may be a limited number of
prospective buyers for your Units in the future, and you may find it difficult
or impossible to liquidate your investment at a price that exceeds the amounts
you might receive on the liquidation and dissolution of the Partnership. The
General Partners cannot predict when the sale or other disposition of Governor's
Park will occur. If the Amendment is not approved, your Partnership will
terminate on December 31, 2005; if the Amendment is approved, you may not be
able to exit from the Partnership until December 31, 2021, or if the termination
date is further extended, until such extended date.

         THE VALUE OF THE PROPERTIES MAY DECLINE, AND YOUR INVESTMENT WILL
CONTINUE TO BE AT RISK. Until the Properties are sold, the Partnership will
continue to bear the investment risk associated with the continued ownership of
the Properties. The Partnership's future success will depend upon many factors
beyond the control of the General Partners, including competitive activity, the
need for capital expenditures, prevailing economic and market conditions and
financial, business and other factors. These factors, and others, may cause the
value of the Properties and the Partnership to decline.

         AIMCO PROPERTIES AND ITS AFFILIATES CONTROL YOUR PARTNERSHIP AND THEIR
CONTROL MAY INCREASE. Decisions with respect to the day-to-day management of
your Partnership, including a refinancing of the Partnership's mortgage
indebtedness, are the responsibility of the General Partners. The General
Partners are

                                      -2-


controlled by AIMCO. In addition, affiliates of the General Partners hold
828,227, or approximately 67.78%, of the outstanding Units. Pursuant to the
Partnership Agreement, Limited Partners holding a majority of the outstanding
Units must approve certain transactions, including certain amendments to the
Partnership Agreement and the sale of all or substantially all of the
Partnership's assets. The General Partners and their affiliates can
significantly influence, and may have the ability to control under certain
circumstances, many voting decisions with respect to the Partnership.

         From time to time, AIMCO Properties and its affiliates have purchased
Units of the Partnership with a view to making a profit. The Amendment provides
additional time to AIMCO Properties and its affiliates to purchase additional
Units in the future, thereby increasing the influence AIMCO Properties and its
affiliates have over the voting decisions of the Partnership. Accordingly, the
Amendment may result in increased control of the Partnership by AIMCO Properties
and its affiliates.

         AFFILIATES OF THE GENERAL PARTNERS WILL CONTINUE TO RECEIVE FEES.
Affiliates of the General Partners are entitled to receive 5% of gross receipts
from both of the Properties as compensation for providing property management
services. The Partnership paid approximately $114,000 for the nine months ended
September 30, 2004 and approximately $153,000 for each of the years ended
December 31, 2003 and 2002 to affiliates of the General Partners.

         An affiliate of the General Partners received reimbursement of
accountable administrative expenses of approximately $59,000 for the nine months
ended September 30, 2004, and $84,000 and $115,000 for the years ended December
31, 2003 and 2002, respectively. The amount for the year ended December 31, 2002
includes approximately $24,000 of fees related to construction management
services provided by an affiliate of the General Partners.

         During the years ended December 31, 2003 and 2002, advances were made
to the Partnership for property taxes and other expenses of approximately
$62,000 and $167,000.  No advances were made to the Partnership during the nine
months ended September 30, 2004. The Partnership repaid advances and accrued
interest during the nine months ended September 30, 2004 of approximately
$62,000 and during the years ended December 31, 2003 and 2002 of approximately
$142,000 and $179,000, respectively, to pay such expenses. Interest was charged
on the advance at prime plus 2%, or 6.75%, at September 30, 2004. Interest
expense was approximately $1,000 for the nine months ended September 30, 2004,
and $2,000 and $6,000 for the years ended December 31, 2003 and 2002,
respectively.

         The Partnership insures its properties up to certain limits through
coverage provided by AIMCO, an affiliate of the General Partners, which is
generally self-insured for a portion of losses and liabilities related to
workers compensation, property casualty and vehicle liability. The Partnership
insures its properties above the AIMCO limits through insurance policies
obtained by AIMCO from insurers unaffiliated with the General Partners. During
the nine months ended September 30, 2004 and the years ended December 31, 2003
and 2002, the Partnership was charged by AIMCO and its affiliates approximately
$45,000, $42,000 and $51,000, respectively, for insurance coverage and fees
associated with policy claims administration.

         The adoption of the Amendment and extension of the Partnership's term
will result in similar fees continuing to be paid for a longer period than would
be the case if the term of the Partnership expired in 2005. Therefore, the
interests of the General Partners and their affiliates in continuing the
Partnership may be different than those of any Limited Partners who desire to
have the Partnership earlier dissolved and liquidated. See "Security Ownership
of Certain Beneficial Owners and Management."

         YOUR CUMULATIVE RETURNS ACCRUE AT A SIMPLE INTEREST RATE. Pursuant to
the Partnership Agreement, each Limited Partner is entitled to certain
cumulative returns with respect to distributions resulting from sales,
refinancings and other distributions of properties and working capital reserves.
Those cumulative returns are not compounded and are computed on a simple
interest basis. The General Partner is entitled, after the Limited Partners
receive their cumulative returns, to special distributions, if available. To the
extent that the Partnership's assets accrete value at a rate that exceeds the
preferred returns, the value of the cumulative returns available to the Limited
Partners will be lower over time, relative to a return based on a compounded
interest rate. Although your General Partners intend to sell the Properties, if
the term of the Partnership is extended, the General Partners will not be
required to sell the Properties until the end of the extended term.


                                      -3-


RISKS IF THE AMENDMENT IS NOT ADOPTED

         THE LENDER MAY BE ABLE TO EXERCISE REMEDIES AGAINST THE PARTNERSHIP IF
THE AMENDMENT IS NOT ADOPTED. The terms of the financing agreements between the
Partnership and the lender require the extension of the Partnership's term
beyond the maturity date of the mortgage indebtedness. The Partnership's
mortgage indebtedness matures on September 1, 2020. The lender can exercise
remedies, which include accelerating the maturity of the mortgage indebtedness
and foreclosing on Partnership property, if the Partnership's term is not
extended.

         THE PARTNERSHIP WILL HAVE LESS FLEXIBILITY WITH RESPECT TO THE SALE OF
GOVERNOR'S PARK APARTMENTS. The Amendment will provide the Partnership with
additional time to market Governor's Park for sale to a third party. The
Partnership's term currently expires on December 31, 2005, and the General
Partners are of the opinion that the Partnership's negotiating leverage will be
enhanced, and the net proceeds to the Partnership and the Limited Partners from
a sale of Governor's Park could be increased, if the Partnership has greater
flexibility with respect to the timing of the sale of Governor's Park. There can
be no assurance, however, that the Partnership's negotiating leverage or sales
proceeds from Governor's Park will in fact be enhanced, or that the net proceeds
from a sale of Governor's Park will be increased, by an extension of the
Partnership's term or that the Partnership will complete a sale of Governor's
Park.

         YOU MAY RECOGNIZE GAIN ON A DISPOSITION OF THE PROPERTIES, INCLUDING BY
FORECLOSURE. Any sale, exchange or other disposition of any Property by the
Partnership, including by foreclosure, would likely result in the recognition of
gain or loss by the Partnership equal to the difference between (i) the amount
realized for the Property and (ii) the Partnership's tax basis (which has been
reduced because of prior years' depreciation deductions) in the Property. The
amount realized for each Property would be the selling price for that Property,
less any expenses of sale, plus any liabilities assumed by the purchaser of the
Property or liabilities that the purchaser takes the Property subject to. Any
taxable gain or loss will pass through to the partners of the Partnership. See
"Material U.S. Federal Income Tax Consequences" below. Even if the Amendment is
adopted, the tax consequences described in this paragraph would likely result on
a disposition of any Property, including by foreclosure. However, if the
Amendment is adopted, the disposition of Properties, and therefore the taxable
events, may take place in a later taxable year than if the Amendment is not
adopted. The Partnership anticipates that Twin Lakes will be sold in 2005
whether or not the Amendment is adopted, and is marketing Governor's Park to
potential purchasers. Thus there is no guarantee that the tax consequences will
be be deferred if the Amendment is adopted.

         DISTRIBUTIONS FROM YOUR PARTNERSHIP MAY NOT BE SUFFICIENT TO COVER
CURRENT TAX LIABILITIES OF THE PARTNERS. As noted above, if a Property is sold,
or lost through the exercise of remedies by the lender, the Partnership will
recognize taxable income from the disposition of the Property equal to the
difference between the proceeds, if any, and the Partnership's basis in the
Property. Depending on the purchase price and related sales costs, a partner's
tax liability could be greater than the funds, if any, it receives from the
Partnership. Because amount realized includes liabilities assumed by the
purchaser of the Property, or liabilities that the purchaser takes the Property
subject to, there may be a significant tax liability in excess of the funds
available on a sale. Similarly, on a foreclosure the amount realized would
generally include the full amount of the debt. In addition, the Partnership may
also recognize taxable income due to cancellation of indebtedness, which also
may create a significant risk of a tax liability in excess of the funds
available. Any taxable income would be allocated to partners. As noted above,
the tax consequences of disposing of a Property would likely result at some time
regardless of whether the Amendment is adopted, but may result earlier if the
Amendment is not adopted.


                                  THE AMENDMENT

         The Amendment amends and restates Article 5 of the Partnership
         Agreement in its entirety as follows:

         "The Partnership shall have a term commencing on January 24, 1986, and
         continuing until December 31, 2021, unless the Partnership is sooner
         terminated as herein provided or as provided by law."


                                      -4-


EFFECTIVENESS

         The Amendment will become effective when the General Partners execute
the Amendment. The General Partners expect that the Amendment will become
effective on or about March [__], 2005. There can be no assurance, however, that
the Amendment will not become effective sooner or later than such date.

REASONS FOR THE AMENDMENT

         The financing agreements between the Partnership and the lender require
the extension of the Partnership's term beyond the maturity date of the mortgage
indebtedness. The Partnership's mortgage indebtedness matures on September 1,
2020. The lender can exercise remedies, which include accelerating the maturity
of the mortgage indebtedness and foreclosing on Partnership property, if the
Partnership's term is not extended.

         The Partnership has entered into an agreement providing for the sale of
Twin Lakes and has marketed Governor's Park to potential purchasers. The
Partnership intends to continue to seek a buyer for Governor's Park and the
General Partners believe that additional time may be required in order to locate
a buyer for Governor's Park. The Amendment will provide the Partnership with
additional time to market Governor's Park for sale to a third party. The
Partnership's term currently expires on December 31, 2005, and the General
Partners are of the opinion that the Partnership's negotiating leverage will be
enhanced, and the net proceeds to the Partnership and the Limited Partners from
a sale of Governor's Park could be increased, if the Partnership has greater
flexibility with respect to the timing of a sale of Governor's Park. There can
be no assurance, however, that the Partnership's negotiating leverage will in
fact be enhanced, or that the net proceeds from a sale of Governor's Park will
be increased, by an extension of the Partnership's term or that the Partnership
will complete a sale of Governor's Park.

                              CONFLICTS OF INTEREST

         The General Partners are affiliates of AIMCO. AIMCO and its affiliates,
including the General Partners, may have interests that conflict with the
interests of the Limited Partners.

         Affiliates of the General Partners Will Continue to Receive Fees.
Affiliates of the General Partners are entitled to receive 5% of gross receipts
from both of the Properties as compensation for providing property management
services. The Partnership paid approximately $114,000 for the nine months ended
September 30, 2004 and approximately $153,000 for each of the years ended
December 31, 2003 and 2002 to affiliates of the General Partners.

         An affiliate of the General Partners received reimbursement of
accountable administrative expenses of approximately $59,000 for the nine months
ended September 30, 2004, and $84,000 and $115,000 for the years ended December
31, 2003 and 2002, respectively. The amount for the year ended December 31, 2002
includes approximately $24,000 of fees related to construction management
services provided by an affiliate of the General Partners.

         During the years ended December 31, 2003 and 2002, advances were made
to the Partnership for property taxes and other expenses of approximately
$62,000 and $167,000, respectively. No advances were made to the Partnership
during the nine months ended September 30, 2004. The Partnership repaid advances
and accrued interest during the nine months ended September 30, 2004 of
approximately $62,000 and during the years ended December 31, 2003 and 2002 of
approximately $142,000 and $179,000, respectively, to pay such expenses.
Interest was charged on the advance at prime plus 2%, or 6.75%, at September 30,
2004. Interest expense was approximately $1,000 for the nine months ended
September 30, 2004, and $2,000 and $6,000 for the years ended December 31, 2003
and 2002, respectively.

         The Partnership insures its properties up to certain limits through
coverage provided by AIMCO, an affiliate of the General Partners, which is
generally self-insured for a portion of losses and liabilities related to
workers compensation, property casualty and vehicle liability. The Partnership
insures its properties above the AIMCO limits through insurance policies
obtained by AIMCO from insurers unaffiliated with the General Partners. During
the nine months ended September 30, 2004 and the years ended December 31, 2003
and 2002, the Partnership was charged by AIMCO and its affiliates approximately
$45,000, $42,000 and $51,000, respectively, for insurance coverage and fees
associated with policy claims administration.

         The adoption of the Amendment and extension of the Partnership's term
will result in similar fees continuing to be paid for a longer period than would
be the case if the term of the Partnership expired in 2005.


                                      -5-


Therefore, the interests of the General Partners and their affiliates in
continuing the Partnership may be different than those of any Limited Partners
who desire to have the Partnership earlier dissolved and liquidated. See
"Security Ownership of Certain Beneficial Owners and Management."

         AIMCO Properties May Buy Units in Future Tender Offers. AIMCO
Properties is a General Partner. From time to time, AIMCO Properties and its
affiliates have purchased Units of the Partnership with a view to making a
profit. AIMCO Properties and its affiliates hold 828,227, or approximately
67.78%, of the outstanding Units. The Amendment provides additional time to
AIMCO Properties and its affiliates to purchase additional Units in the future,
thereby increasing the influence AIMCO Properties and its affiliates have over
the voting decisions of the Partnership. Accordingly, the Amendment may result
in increased control of the Partnership by AIMCO Properties and its affiliates.

                               NO APPRAISAL RIGHTS

         Limited Partners are not entitled to dissenters' appraisal rights under
Delaware law or the Partnership Agreement in connection with the Amendment.

                       INFORMATION ABOUT YOUR PARTNERSHIP

         GENERAL. Your Partnership was organized under the laws of the State of
Delaware on January 23, 1986 for the purpose of acquiring, maintaining,
operating, selling, and otherwise acquiring, investing in and dealing with
commercial, residential and combined office/warehouse real estate and to engage
in related or incidental activities. The General Partners own an aggregate 1%
general partnership interest in the Partnership. The General Partners are
affiliates of AIMCO. The Partnership's principal executive offices are located
at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its
telephone number is (864) 239-1000.

         The Partnership does not have any employees and depends on the General
Partners and their affiliates for the management and administration of all
Partnership activities.

         SALE OF TWIN LAKES APARTMENTS. On January 24, 2005, the General
Partners furnished a proxy statement to the Limited Partners in connection with:

         (i) an amendment to the Partnership Agreement to permit sales of the
         Partnership's property to the General Partners or their affiliates (the
         "Sale Amendment"); and

         (ii) the sale by the Partnership of Twin Lakes Apartments to Twin Lakes
         Apartments, L.L.C., a Delaware limited liability company, which is
         wholly owned by AIMCO Properties (the "Sale").

         The General Partners and their affiliates can and will vote to approve
the Sale Amendment and the Sale without the vote of any other Limited Partner.
However, the General Partners will not consummate the Sale if Limited Partners
holding a majority of the Units held by all Limited Partners who are not the
General Partners or their affiliates object. The period of time under which
Limited Partners may submit their notices of objection currently expires on
March 31, 2005.

         ADDITIONAL INFORMATION. Your Partnership, AIMCO and AIMCO Properties
are subject to the information and reporting requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, file reports and
other information with the SEC relating to the business, financial condition and
other matters of each of the foregoing entities. Such reports and other
information may be inspected at the public reference facility maintained by the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Room 1200, Washington, D.C.
20549. Copies of such material can also be obtained from the Public Reference
Room of the SEC in Washington, D.C. at prescribed rates. The SEC also maintains
a site on the world wide web at http://www.sec.gov that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the SEC.


                                      -6-


                  MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

         The following summary of the material U.S. Federal income tax
consequences is based upon current U.S. Federal tax law which is subject to
change, possibly with retroactive effect. This summary is for general
information only and does not address all aspects of U.S. Federal income
taxation that may be relevant in the particular circumstances of each Limited
Partner or to Limited Partners subject to special treatment under the Code. In
addition, this summary does not address any state, local or foreign tax
consequences. There will be no Federal or state income tax consequences
resulting solely from the approval of the Amendment. If the Partnership is
required to sell the Properties, or the lender forecloses on the Properties, the
Partnership likely would recognize gain or loss, which would pass through to the
partners of the Partnership.

         TAX CONSEQUENCES OF SALE OF PARTNERSHIP PROPERTY OR FORECLOSURE. The
description set forth below is a general description of the tax consequences
that a partner of the Partnership may incur as a result of a sale of any of the
Properties or a foreclosure by the lender in the future, assuming that the
applicable tax rates and tax laws remain unchanged from those in existence for
the 2005 tax year. Each partner should consult with his or her own tax advisor
to determine his or her particular tax consequences.

         A sale, exchange or other disposition of any Property by the
Partnership would result in the recognition of gain or loss by the Partnership
equal to the difference between (i) the amount realized for the Property and
(ii) the Partnership's tax basis (which has been reduced because of prior years'
depreciation deductions) in the Property. The amount realized for the Property
would be the selling price for the Property, less any expenses of sale, plus any
liabilities assumed by the purchaser of the Property or liabilities that the
purchaser takes the Property subject to. In addition, the Partnership may
recognize COD income to the extent it is unable to satisfy other Partnership
indebtedness that is not assumed by the purchaser of the Property. Any taxable
gain or loss and COD income will pass through to the partners of the
Partnership.

         Any gain or loss recognized as a result of the transfer of any Property
may be characterized for taxation purposes as ordinary or capital, or a
combination of both. To the extent that any part of a Property being sold
consists of depreciable personal property under Internal Revenue Code (the
"Code") Section 1245 or depreciable real property under Code Section 1250, gain
on a sale of such Property may be treated as ordinary income. Some portion of
any gain recognized on the Property may be considered "unrecaptured section 1250
gain" that is taxable at a maximum Federal individual rate of 25%. Generally,
the unrecaptured Code Section 1250 gain tax rate applies only to individuals and
certain other noncorporate taxpayers. Gain in excess of Code Section 1245 and
Code Section 1250 gain and unrecaptured Code Section 1250 gain generally will be
taxed as Code Section 1231 gain, which may be taxed at capital gain rates
(currently, the maximum capital gains tax rate applicable to individuals and
certain other noncorporate taxpayers is 15%) depending upon your individual tax
circumstances. Any loss from a disposition of the Property may be characterized
as ordinary loss, subject to certain rules that may require a partner to
re-characterize the loss as capital loss depending upon such partner's
particular circumstances. Any COD income would be taxable as ordinary income at
a maximum Federal individual rate of 35.0%. The rates set forth above are the
Federal tax rates that currently are in effect for 2005.

         The proceeds available for distribution to the partners of the
Partnership in the event of a sale of the Property or a foreclosure by the
lender may be less than any tax liabilities resulting from such sale or
foreclosure. Any taxable income would be allocated to partners. Accordingly, a
Limited Partner may need to use funds from other sources to satisfy any such tax
liabilities. Because the amount realized on a sale includes liabilities assumed
by the purchaser of the Property, or liabilities that the purchaser takes the
Property subject to, there may be a significant tax liability in excess of the
funds available. Similarly, on a foreclosure the amount realized would generally
include the full amount of the debt. In addition, the Partnership may also
recognize taxable income due to cancellation of indebtedness, which also may
create a significant risk of a tax liability in excess of the funds available.

         If a partner possesses suspended tax losses, tax credits, or other
items of tax benefit, a partner may be able to use such items to reduce any tax
liability that arises with respect to any gain recognized as a result of the
sale of the Property or a foreclosure by the lenders.


                                      -7-


SINCE THE TAX CONSEQUENCES TO A PARTICULAR PARTNER OF A SALE OF THE
PARTNERSHIP'S ASSETS OR A FORECLOSURE ARE DEPENDENT IN PART ON FACTS THAT ARE
UNIQUE TO EACH PARTNER, EACH PARTNER IS URGED TO CONSULT HIS OR HER TAX ADVISORS
AS TO THE EXACT CONSEQUENCES TO HIM OR HER OF SUCH ACTIONS, INCLUDING THE
APPLICATION OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Except as noted below, no person or entity was known by the General
Partner to be the beneficial owner of more than 5% of the Units of the
Partnership as of March [__], 2005.

ENTITY                            NUMBER OF UNITS            PERCENT OF CLASS
AIMCO Properties, L.P.               828,227                   67.78%

         AIMCO Properties, L.P. is controlled by AIMCO through AIMCO's direct
subsidiaries. Its principal executive offices are located at 4582 South Ulster
Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number
is (303) 757-8101.

                              NO CONSENTS REQUIRED

         The Partnership has fixed March [__], 2005 as the Record Date for
determining Limited Partners entitled to notice of the Amendment.

         Pursuant to the Partnership Agreement, approval of the Amendment
requires the consent of Limited Partners who own more than 50% of the
Partnership's outstanding Units. As of the Record Date, there were 1,222,000
Units issued and outstanding. AIMCO Properties and its affiliates currently own
828,227, or approximately 67.78%, of the outstanding Units. AIMCO Properties and
its affiliates have notified the General Partner that they will consent in
writing to the Amendment. Accordingly, approval of the Amendment is assured.

                                    EXPENSES

         The cost of preparing, assembling, printing and mailing this
Information Statement will be borne by the Partnership. The fees and expenses of
the Information Agent are expected to be approximately $1,000 and will be borne
by the Partnership.


                    U.S. REALTY PARTNERS LIMITED PARTNERSHIP


                            THE INFORMATION AGENT IS:

                             THE ALTMAN GROUP, INC.



                                                       
By Mail, Overnight Courier or Hand:        By Facsimile:     For Information please call:

   1275 Valley Brook Avenue               (201) 460-0050         TOLL FREE (800) 217-9608
 Lyndhurst, New Jersey 07071





                                      -8-