SC 14D9

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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

SOLICITATION/RECOMMENDATION STATEMENT UNDER 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(s) Filing Statement)

Depository Unit Certificates
(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
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)

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

TABLE OF CONTENTS

	ITEM 1. SUBJECT COMPANY INFORMATION
	ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
	ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
	ITEM 4. THE SOLICITATION OR RECOMMENDATION
	ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 8. ADDITIONAL INFORMATION
	ITEM 9. EXHIBITS
SIGNATURE
Letter to Unit Holders of the Partnership

SCHEDULE 14D-9

     This Schedule 14D-9 relates to a tender offer by MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF DeWaay Premier Fund, LLC, MPF DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 3, LLC, MPF Special Fund 8, LLC, MPF Acquisition Co. 3, LLC, and MacKenzie Patterson Fuller, LP (collectively, the “Offerors”), to purchase up to 244,400 of the outstanding depository unit certificates (“Units”) of U.S. Realty Partners Limited Partnership, at a price of $4.50 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between June 21, 2007 and August 2, 2007, or such other date to which the offer may be extended by the Offerors. The offer to purchase Units is being made pursuant to an Offer to Purchase of the Offerors, dated as of June 21, 2007 (the “Offer to Purchase”), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2007.

     ITEM 1. SUBJECT COMPANY INFORMATION.

     The name of the subject company is U.S. Realty Partners Limited Partnership, a Delaware limited partnership (the “Partnership”). The address of the principal executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000.

     The title of the class of equity securities to which this Schedule 14D-9 relates is the depository unit certificates of the Partnership. As of March 31, 2007, 1,222,000 Units were outstanding.

     ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

     This Schedule 14D-9 is being filed by the Partnership, the subject company. The Partnership’s corporate general partner is U.S. Realty I Corporation (the “Corporate General Partner”), a South Carolina corporation. The Partnership’s business address and telephone number are set forth in Item 1 above.

     This Schedule 14D-9 relates to a tender offer by the Offerors to purchase up to 244,400 Units of the Partnership in cash, at a price of $4.50 per Unit. The offer to purchase Units in the Partnership is being made pursuant to the Offer to Purchase and a related Letter of Transmittal. The tender offer is described in a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Schedule TO”), which was filed with the SEC on June 21, 2007. As set forth in the Offer to Purchase incorporated by reference into the Schedule TO, the principal business address of each of the Offerors is 1640 School Street, Moraga, California 94556.

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

     The Partnership has no employees and depends on the Corporate General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates of the Corporate General Partner on behalf of the Partnership.

     Affiliates of the Corporate General Partner receive 5% of gross receipts from the Partnership’s properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $30,000 and $47,000 for the three months ended March 31, 2007 and 2006, respectively, and approximately $184,000 and $173,000 for the years ended December 31, 2006 and 2005, respectively.

     Affiliates of the Corporate General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $33,000 and $29,000 for the three months ended March 31, 2007 and 2006, respectively, and approximately $101,000 and $123,000 for the years ended December 31, 2006 and 2005, respectively. A portion of these reimbursements are for construction management services provided by an affiliate of the Corporate General Partner in the amount of approximately $12,000 and $8,000 for the three months ended March 31, 2007 and 2006, respectively, and approximately $31,000 and $44,000 for the years ended December 31, 2006 and 2005, respectively.

     During the year ended December 31, 2005, an affiliate of the Corporate General Partner advanced the Partnership approximately $260,000 to fund capital improvements. During 2005, the Partnership repaid advances and accrued interest of approximately $479,000. There were no such advances or payments made during the three months ended March 31, 2007 nor during the year ended December 31, 2006. In accordance with the Partnership Agreement, interest was charged at prime plus 2%. Interest expense related to these advances was approximately zero and $19,000 for the years ended December 31, 2006 and 2005, respectively.

     The Partnership insures its properties up to certain limits through coverage provided by Apartment Investment and Management Company (“AIMCO”) which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Corporate General Partner. During the three months ended March 31, 2007, the Partnership was charged by AIMCO and its affiliates approximately $82,000 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2007 as other insurance policies renew later in the year. The Partnership was charged by AIMCO and its affiliates approximately $98,000 and $47,000 for insurance coverage and fees associated with policy claims administration during the years ended December 31, 2006 and 2005, respectively.

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     In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 899,295 Units in the Partnership representing 73.59% of the outstanding Units at March 31, 2007. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 73.59% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.

     ITEM 4. THE SOLICITATION OR RECOMMENDATION.

     The information set forth in the Letter to the Unit holders, dated as of July 5, 2007, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference.

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

     Not applicable.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     On June 14, 2007, AIMCO Properties, L.P. acquired four hundred (400) Units of the subject company. The acquisition was effected pursuant to a direct purchase at a purchase price of $5.00 per Unit.

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

     Not applicable.

ITEM 8. ADDITIONAL INFORMATION.

     The information set forth in the Letter to the Unit holders, dated as of July 5, 2007, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference.

ITEM 9. EXHIBITS.

(a)(1) Letter to Unit Holders of the Partnership, dated July 5, 2007.
(e)	Not applicable.
(g)	Not applicable.

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SIGNATURE

     After due 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: July 5, 2007

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

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EX-99.(A)(1)

U.S. REALTY PARTNERS LIMITED PARTNERSHIP
c/o U.S. Realty I Corporation
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602

July 5, 2007

Dear Limited Partner:

     As you may be aware by now, MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF DeWaay Premier Fund, LLC, MPF DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 3, LLC, MPF Special Fund 8, LLC, MPF Acquisition Co. 3, LLC, and MacKenzie Patterson Fuller, LP (collectively, the “MacKenzie Group”) initiated an unsolicited tender offer to buy up to 244,400 depository unit certificates, or approximately 20% of the outstanding depository unit certificates (“Units”) in U.S. Realty Partners Limited Partnership, a Delaware limited partnership (the “Partnership”). The corporate general partner of the Partnership, U.S. Realty I Corporation, first became aware of the offer by the MacKenzie Group on June 21, 2007.

     The Partnership, through its corporate general partner, is required by the rules of the Securities and Exchange Commission (the “SEC”) to make a recommendation regarding whether you should accept or reject such offer or to state that the Partnership is remaining neutral with respect to such offer. The corporate general partner does not express any opinion, and is remaining neutral with respect to the MacKenzie Group’s offer, primarily because the corporate general partner does not have a reliable indicator of the fair value of the Units. The corporate general partner is of the opinion that secondary market sales information is not a reliable measure of value in this instance because of the limited number of reported trades. Therefore, the corporate general partner is remaining neutral and does not express any opinion with respect to the MacKenzie Group’s offer.

     However, we call your attention to the following considerations:

• The MacKenzie Group’s offer price is $4.50 per Unit, less the amount of any distributions declared or made between June 21, 2007 and August 2, 2007, or such other date as the MacKenzie Group’s offer may be further extended

• The MacKenzie Group’s offer to purchase estimates the liquidation value of the Partnership to be approximately $5.16 per Unit. However, the MacKenzie Group is offering $4.50 per Unit.

• The records of the clearing agent indicate that affiliates of the MacKenzie Group beneficially own 54,383 Units as of June 27, 2007. The MacKenzie Group may be affiliated with other limited partners of the Partnership whose Units are included in their statement of ownership. An increase in the MacKenzie Group’s ownership of Units as a result of the MacKenzie Group’s offer may affect the outcome of Partnership decisions, in that the increase will concentrate ownership of Units. Affected decisions may include any decision in which limited partners unaffiliated with the corporate general partner are given an opportunity to consent or object.

• The MacKenzie Group’s offer states that Unitholders who tender their Units pursuant to the offer will have the right to withdraw Units tendered at any time until the MacKenzie Group’s offer has expired. The expiration date is currently August 2, 2007. If the MacKenzie Group has not accepted your Units for payment by August 20, 2007, you may

	withdraw Units tendered at any time after August 20, 2007 until they are accepted for payment.
•	AIMCO Properties, L.P. (collectively with its affiliates, “AIMCO Properties”), which collectively holds 899,695 Units, or approximately 73.62% of the total outstanding Units of 1,222,000, does not intend to tender any of its Units in the MacKenzie Group’s offer.
•	The MacKenzie Group’s offer is limited to 244,400 Units. If more than 244,400 Units are tendered in the MacKenzie Group’s offer, the MacKenzie Group will accept for purchase 244,400 Units from tendering Unitholders on a pro rata basis. The MacKenzie Group’s offer allows a Unitholder to sell ‘all or none’ of its Units, thereby allowing Unitholders the option to avoid proration if more than 244,400 Units are tendered. A Unitholder who elects to tender its Units but does not elect the ‘all or none’ option may be unable to fully dispose of its investment in the Partnership.
•	The Partnership’s current investment property consists of Twin Lakes Apartments, a 262-unit apartment complex located in Palm Harbor, Florida. The corporate general partner is currently considering the sale of the Twin Lakes property, although the property is not currently listed or marketed for sale. The corporate general partner is also considering other strategic alternatives involving the Partnership. However, no assurances can be given regarding the timing or amount of a sale or any other strategic alternative, if at all.
•	During the three months ended March 31, 2007, the Partnership completed approximately $83,000 of capital expenditures at Twin Lakes Apartments, consisting primarily of floor covering replacements, appliance replacements, major landscaping, and laundry room improvements.
•	In an appraisal report dated April 28, 2004, an appraiser concluded that the market value of Twin Lakes was $13,100,000. In connection with refinancing of the mortgage indebtedness encumbering the Twin Lakes property during 2005, the lender to the Partnership obtained an appraisal of the property. In an appraisal report dated October 31, 2005, an appraiser concluded that the market value of Twin Lakes was $17,400,000 as of October 20, 2005.
•	Since January 1, 2005, AIMCO Properties has purchased in private transactions 1,200 Units at a price of $5.00 per Unit in 2005, 350 Units at a price of $5.00 per Unit in 2006 and 58,259 Units at a price of $7.27 per Unit, 11,259 Units at a price of $7.07 per Unit and 400 Units at a price of $5.00 per Unit in 2007 (through June 30).
•	Since January 1, 2004, the Partnership declared and made the following distributions to the limited partners:

	Distribution
	Amount Per LP
Year of Distribution	Unit		Type of Distribution
2004	$	0.03	Operations
2005	$	2.13	Refinancing Proceeds
2006	$	0.39	Refinancing Proceeds
2007 (through June 30)	$	2.79	Sale Proceeds

• Set forth below is secondary sales information as reported by Direct Investments Spectrum (formerly known as The Partnership Spectrum), which, along with The

American Partnership Board, are the only two independent, third-party sources from which we currently have information regarding secondary market sales. The American Partnership Board has reported no sales during 2007 (through May 31), or the years ended December 31, 2006, 2005 and 2004. The gross sales prices reported by Direct Investments Spectrum does not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported price. We do not know whether the information compiled by Direct Investment Spectrum is accurate or complete. Other sources, such as The Stanger Report, may contain prices for Units that equal or exceed the sales prices reported by Direct Investments Spectrum.

o Set forth below are the high and low sales prices of Units for the years ended December 31, 2006, 2005 and 2004, as reported by Direct Investments Spectrum. There have been no sales reported by the Direct Investments Spectrum during 2007 (through March 31):

	HIGH		LOW
Year Ended December 31, 2006:	$	4.50	$	4.25
Year Ended December 31, 2005:	$	4.25	$	4.25
Year Ended December 31, 2004:	$	4.00	$	4.00

     The corporate general partner urges each investor to carefully consider the foregoing information before tendering his or her units to the MacKenzie Group.

     Each limited partner should make its own decision as to whether or not it should tender or refrain from tendering its Units in an offer in light of its unique circumstances, including (i) its investment objectives, (ii) its financial circumstances including the tolerance for risk and need for liquidity, (iii) its views as to the Partnership’s prospects and outlook, (iv) its own analysis and review of all publicly available information about the Partnership, (v) other financial opportunities available to it, (vi) its own tax position and tax consequences, and (vii) other factors that the limited partner may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their Units in the Partnership will have tax consequences that could be adverse.

     Please consult with your tax advisor about the impact of a sale on your own particular situation and the effect of any negative capital accounts.

     If you would like to discuss this matter in greater detail, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at P.O. Box 2347, Greenville, SC 29602.

Sincerely,

U.S. Realty I Corporation
Corporate General Partner