SC TO-T/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                 Amendment No. 2
                                       to
                                   SCHEDULE TO

         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                               -------------------

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


  MPF DEWAAY PREMIER FUND, LLC; MP VALUE FUND 7, LLC; MPF SPECIAL FUND 8, LLC;
    MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MORAGA GOLD, LLC; STEVEN GOLD;
     MPF-NY 2005, LLC; MACKENZIE PATTERSON FULLER, INC.; and C.E. PATTERSON

                                    (Bidders)

                          DEPOSITARY UNITS CERTIFICATES
                         (Title of Class of Securities)

                                 None or unknown
                      (CUSIP Number of Class of Securities)
                             -----------------------
                                                Copy to:
Christine Simpson                               Chip Patterson, Esq.
MacKenzie Patterson Fuller, Inc.                MacKenzie Patterson Fuller, Inc.
1640 School Street                              1640 School Street
Moraga, California  94556                       Moraga, California  94556
(925) 631-9100 ext.224                          (925) 631-9100 ext. 206

                     (Name, Address, and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

       Transaction                                              Amount of
       Valuation*                                               Filing Fee

       $1,298,375                                               $152.82

*        For purposes of calculating the filing fee only. Assumes the purchase
         of 305,500 of the Depositary Units Certificates ("Units") at a purchase
         price equal to $4.25 per Unit in cash.

[X]      Check 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:    $152.82
         Form or Registration Number: SC TO-T
         Filing Party:  MacKenzie Patterson Fuller, Inc.
         Date Filed:  March 22, 2005

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

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]





The Schedule TO filed as of March 22, 2005 and amended April 19, 2005 by the
above-named bidders is hereby amended as set forth below. Items not amended
remain unchanged, and capitalized terms are used as defined in the original
Schedule.

                                  TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF DEWAAY PREMIER FUND, LLC; MP VALUE FUND 7, LLC; MPF SPECIAL FUND 8, LLC;
MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MORAGA GOLD, LLC, STEVEN GOLD; and
MPF-NY 2005, LLC (collectively the "Purchasers") to purchase up to 305,500 of
the Depositary Units Certificates ("Units") in U.S. REALTY PARTNERS LIMITED
PARTNERSHIP (the "Partnership"), the subject company, at a purchase price equal
to $4.25 per Unit, less the amount of any distributions declared or made with
respect to the Units between March 22, 2005 (the "Offer Date") and May 20, 2005
or such other date to which this Offer may be extended (the "Expiration Date"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated March 22, 2005 (the "Offer to Purchase").

As of the date hereof, a total of 2,765 Units have been tendered by securities
holders and not withdrawn. No other Units have been tendered to date.


Item 12. Exhibits.
         --------

         (a)(1) Revised Offer to Purchase dated April 19, 2005**

         (a)(2) Letter of Transmittal*

         (a)(3) Form of Letter to Unit holders dated March 22, 2005*

         (a)(4) Form of advertisement in Investor's Business Daily*

         (a)(5) Form of Letter to Unit holders dated May 9, 2005

         (a)(6) Form of Press Release

         (b)- (h) Not applicable.

* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on March 22, 2005.
** Previously filed and incorporated by reference from the Schedule TO filed
with the SEC by the Purchasers on April 19, 2005.
















                                       2


                                   SIGNATURES


         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:   May 9, 2005

MPF DEWAAY PREMIER FUND, LLC
MP VALUE FUND 7, LLC
MPF SPECIAL FUND 8, LLC
MACKENZIE PATTERSON SPECIAL FUND 7, LLC
MORAGA GOLD, LLC
MPF-NY 2005, LLC

By:      /s/ Chip Patterson
         -------------------------------------
         Chip Patterson, Senior Vice President of Manager of each filing person

MACKENZIE PATTERSON FULLER, INC.

By:      /s/ Chip Patterson
         -------------------------------------
         Chip Patterson, Senior Vice President

C.E. PATTERSON

/s/ C.E. Patterson
- -------------------------------------

STEVEN GOLD

/s/ Steven Gold
- -------------------------------------


























                                       3

EX-99

                                 Exhibit (a)(5)







May 9, 2005                                 To obtain a copy of our Offer or
                                            the Letter of Transmittal, visit
                                            our website at www.mpfi.com
                                            (click on MPF Tenders)






TO:           UNIT HOLDERS OF U.S. REALTY PARTNERS LIMITED PARTNERSHIP

SUBJECT:      AMENDED AND EXTENDED OFFER TO PURCHASE UNITS AT $4.25 PER UNIT

Dear Unit Holder:

We are amending the Offer to Purchase and related Letters of Transmittal sent to
you March 22, 2005 (the "Offer") made by MPF DEWAAY PREMIER FUND, LLC; MP VALUE
FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC;
MORAGA GOLD, LLC, STEVEN GOLD; and MPF-NY 2005, LLC (collectively the
"Purchasers"), who are offering to purchase up to 305,500 Units of limited
partnership interest (the "Units") in U.S. REALTY PARTNERS LIMITED PARTNERSHIP
(the "Partnership").

        The Purchasers are extending the Expiration Date to May 20, 2005

The Partnership has announced that "the Partnership has decided to terminate the
agreement for the Sale and to market Twin Lakes for sale to a third party." (See
the proxy statement on Schedule 14A filed April 29, 2005) A complete copy of the
amended proxy solicitation can be obtained from the SEC's EDGAR database at
www.sec.gov or at the SEC's offices (see our Offer). In light of this new
information, it is unlikely that the anticipated distribution from the sale of
the Twin Lakes apartment complex will be made until and unless the Partnership
sells the property to a third party. Therefore, the Purchasers thought the Unit
Holders might need additional time to evaluate the Offer to Purchase.

The Purchasers currently have sufficient funded capital to fund all of its
commitments under this offer and all other tender offers they are presently
making. See "DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?" in our Offer.
If you tender your Units to us, we will pay you promptly after the close of the
Offer and confirmation of transfer by the general partner. As of the date
hereof, a total of 15,233 Units of the Partnership have been tendered by
securities holders and not withdrawn. No other Units have been tendered to date.
After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly
completed and executed copy of the Letter of Transmittal (printed on purple
paper) and change of address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:

                        MacKenzie Patterson Fuller, Inc.,
                               1640 School Street
                            Moraga, California 94556
                            Facsimile: (925) 631-9119

If you have any questions or need assistance, please call the Depository at
800-854-8357. If you need a copy of our Offer or the Letter of Transmittal, the
most current version can be obtained from the SEC's EDGAR database at
www.sec.gov or our website at www.mpfi.com (click on MPF Tenders). If you have
already submitted a Letter of Transmittal, and you still wish to sell your
Units, there is no need to do anything as your Units are already accounted for
by the Purchasers.

This Offer expires (unless extended) May 20, 2005.

EX-99

                                 Exhibit (a)(6)





FOR IMMEDIATE RELEASE

MacKenzie Patterson Fuller, Inc. Announces Extension of Tender Offers for
U.S. REALTY PARTNERS LIMITED PARTNERSHIP, and NATIONAL PROPERTY INVESTORS 4,
NATIONAL PROPERTY INVESTORS 6


MORAGA, Calif.--May 7, 2005-- MPF DEWAAY PREMIER FUND, LLC; MACKENZIE PATTERSON
SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC; ACCELERATED
HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD INSTUTIONAL
INVESTORS, LTD., L.P.; MP FALCON FUND, LLC; MP FALCON GROWTH FUND 2, LLC; MPF
INCOME FUND 22, LLC; MPF DEWAAY FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 5,
LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND
6-A, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC; STEVEN GOLD; MPF-NY
2005, LLC; and MACKENZIE PATTERSON FULLER, INC. (the "Bidders") have extended
the expiration date of their tender offer for Units of limited partnership
interest (the "Units") in U.S. REALTY PARTNERS LIMITED PARTNERSHIP, a Delaware
Limited Partnership (the "Partnership"). The expiration date has been extended
through May 20, 2005.

As of the date hereof, a total of 15,233 Units of the Partnership have been
tendered by securities holders and not withdrawn. No other Units have been
tendered to date.

MP FALCON FUND, LLC; MP VALUE FUND 6, LLC; MPF DEWAAY FUND 3, LLC; MPF - NY,
LLC; STEVEN GOLD; MORAGA GOLD, LLC; MPF ACQUISITION CO 3, LLC; MP VALUE FUND 8,
LLC; MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC;
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; and ACCELERATED HIGH
YIELD INSTITUTIONAL FUND I, LTD., L.P. (the "Bidders") have extended the
expiration date of their tender offer for Units of limited partnership interest
(the "Units") in NATION PROPERTY INVESTORS 4 (the "Partnership"). The expiration
date has been extended through May 20, 2005.

As of the date hereof, a total of 58 Units of the Partnership have been tendered
by securities holders and not withdrawn. No other Units have been tendered to
date.

MORAGA GOLD, LLC; MP VALUE FUND 7, LLC; MPF DEWAAY PREMIER 2, LLC; MPF FLAGSHIP
FUND 9, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MPF - NY, LLC; and MP FALCON GROWTH FUND 2, LLC (the
"Bidders") have extended the expiration date of their tender offer for Units of
limited partnership interest (the "Units") in NATION PROPERTY INVESTORS 6 (the
"Partnership"). The expiration date has been extended through May 20, 2005.

As of the date hereof, a total of 729 Units of the Partnership have been
tendered by securities holders and not withdrawn. No other Units have been
tendered to date.

For further information, contact Christine Simpson at the below telephone
number.

                        MacKenzie Patterson Fuller, Inc.
                          1640 School Street, Suite 100
                            Moraga, California 94556
                             Telephone: 925-631-9100