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

                                Amendment No. 3
                                       To
                                 SCHEDULE 14D-1
               Tender Offer Statement Pursuant to Section 14(d)(1)
                     of the Securities Exchange Act of 1934

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

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

        MP VALUE FUND 4, L.P.; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON
          SPECIAL FUND, L.P.; MACKENZIE PATTERSON SPECIAL FUND 3, LLC;
                    MACKENZIE PATTERSON SPECIAL FUND 4, LLC;
                                and CAL KAN, INC.

                                    (Bidders)

                          DEPOSITARY UNIT CERTIFICATES
                         (Title of Class of Securities)

                                      NONE
                      (CUSIP Number of Class of Securities)
                             -----------------------
                                                Copy to:
    Christine Simpson                           Paul J. Derenthal, Esq.
    MacKenzie Patterson, Inc.                   Derenthal & Dannhauser
    1640 School Street                          One Post Street, Suite 575
    Moraga, California  94556                   San Francisco, California  94104
    (925) 631-9100                              (415) 981-4844

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





           This Amendment No. 3 amends the Schedule 14D-1 filed  March 25, 1999,
(the "Schedule") as amended by the Schedule 14D-1/A filed April 19, 1999 and the
Schedule 14D-1/A filed  April 26, 1999, by the Bidders  identified  on the cover
page (together  the  "Purchasers"),  as  set forth  below. Terms  not  otherwise
defined herein have the meanings ascribed  to  them in the Schedule and exhibits
thereto.

            This  Amendment  is the final  amendment  to the  Schedule  filed to
report the  termination  of the Offer and its results.  The Offer  terminated on
May 18, 1999.  The  Offer resulted in the tender by Unit holders, and acceptance
for payment by the Purchasers, of a total of 1,658 Units. Upon such acquisition,
the Purchasers held an  aggregate of approximately 70,685 Units, or 5.78% of the
total  outstanding  Units.  The  Purchasers  have  sold  all  such Units and now
beneficially own none of the Units.

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                                   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:       March 28, 1999

MP VALUE FUND 4, L.P.

By MacKenzie Patterson, Inc., General Partner

             By:     /s/ Christine Simpson
                     Christine Simpson,  Vice President

MP VALUE FUND 6, LLC

By MacKenzie Patterson, Inc., Manager

             By:     /s/ Christine Simpson
                     Christine Simpson,  Vice President

MACKENZIE PATTERSON SPECIAL FUND, L.P.

By MacKenzie Patterson, Inc., General Partner

             By:     /s/ Christine Simpson
                     Christine Simpson,  Vice President

MACKENZIE PATTERSON SPECIAL FUND 3, LLC

By MacKenzie Patterson, Inc., Manager

             By:     /s/ Christine Simpson
                     Christine Simpson,  Vice President


 MACKENZIE PATTERSON SPECIAL FUND 4, LLC

By MacKenzie Patterson, Inc., Manager

             By:     /s/ Christine Simpson
                     Christine Simpson,  Vice President

CAL KAN, INC.

By:  /s/ Christine Simpson
        Christine Simpson,  Vice President


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