SC TO-T/A

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


                                 Amendment No. 1
                                       to
                                   SCHEDULE TO
         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                               ___________________

                     US REALTY PARTNERS LIMITED PARTNERSHIP
                            (Name of Subject Company)

   MPF-NY 2005, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF FLAGSHIP FUND 10, LLC;
    MPF DEWAAY PREMIER FUND 2, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC;
                STEVEN GOLD;AND MACKENZIE PATTERSON FULLER, INC.
                                    (Bidders)
                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (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

         $1,237,500.00                                       $145.65

 *       For purposes of calculating the filing fee only. Assumes the purchase
         of 275,000 Units at a purchase price equal to $4.50 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:    $145.65
         Form or Registration Number:  SC TO-T
         Filing Party: MacKenzie Patterson Fuller, Inc.
         Date Filed: October 17, 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 October  17,  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-NY 2005,  LLC; MPF DeWaay Premier Fund,  LLC; MPF Flagship Fund 10, LLC; MPF
DeWaay Premier Fund 2, LLC; MacKenzie  Patterson Special Fund 7, LLC; AND STEVEN
GOLD  (collectively the "Purchasers") to purchase up to 275,000 Units of limited
partnership  interest (the "Units") in US Realty  Partners  Limited  Partnership
(the "Partnership"), the subject company, at a purchase price equal to $4.50 per
Unit, less the amount of any distributions  declared or made with respect to the
Units  between  October 17, 2005 (the "Offer Date") and December 6, 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
October  17,  2005  (the  "Offer  to  Purchase")   and  the  related  Letter  of
Transmittal.

Item 12. Exhibits.

(a)(1)   Offer to Purchase dated October 17, 2005*

(a)(2)   Letter of Transmittal*

(a)(3)   Form of Letter to Unit holders dated October 17, 2005*

(a)(4)   Form of Letter to Unit holders dated November 16, 2005

(a)(5)   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 October 17, 2005.



                                   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:   November 16, 2005

MPF-NY 2005,  LLC; MPF DeWaay Premier Fund,  LLC; MPF Flagship Fund 10, LLC; MPF
DeWaay Premier Fund 2, LLC; MacKenzie Patterson Special Fund 7, LLC

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

MACKENZIE PATTERSON FULLER, INC.

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

STEVEN GOLD

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







                                  EXHIBIT INDEX


Exhibit  Description

(a)(1)   Offer to Purchase dated October 17, 2005*

(a)(2)   Letter of Transmittal*

(a)(3)   Form of Letter to Unit holders dated October 17, 2005*

(a)(4)   Form of Letter to Unit holders dated November 16, 2005

(a)(5)   Form of Press Release

* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on October 17, 2005.

EX-99

                                 Exhibit (a)(4)



















November 16, 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 $4.50 PER UNIT

Dear Unit Holder:

We are amending the Offer to Purchase and related Letters of Transmittal sent to
you October 17, 2005 (the  "Offer")  made by the  Purchasers  (as defined in the
Offer), who are offering to purchase up to 275,000 Units of limited  partnership
interest  (the  "Units")  in  U.S.  REALTY  PARTNERS  LIMITED  PARTNERSHIP  (the
"Partnership").

      The Purchasers are extending the Expiration Date to December 6, 2005

As of the date  hereof,  a total of 10,380  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 yellow 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.  You have the option to avoid proration and sell ALL or None
of your Units by checking the "All or None" option on the letter of transmittal.

This Offer expires (unless extended) December 6, 2005.

EX-99

                                 Exhibit (a)(5)











FOR IMMEDIATE RELEASE

MacKenzie  Patterson Fuller,  Inc. Announces  Extension of Tender Offer for U.S.
REALTY PARTNERS LIMITED PARTNERSHIP


MORAGA,  Calif.--November  16, 2005-- MPF-NY 2005, LLC; MPF DeWaay Premier Fund,
LLC;  MPF  Flagship  Fund 10, LLC;  MPF DeWaay  Premier  Fund 2, LLC;  MacKenzie
Patterson Special Fund 7, LLC; AND Steven Gold (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 (the  "Partnership").
The expiration date has been extended through December 6, 2005.

As of the date  hereof,  a total of 10,380  Units of the  Partnership  have been
tendered  by  securities  holders  and not  withdrawn.  No other Units have been
tendered to date.