SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

U.S. Realty Partners Limited Partnership

(Name of Issuer)

Depositary Unit Certificates

(Title of Class of Securities)

None

(CUSIP Number)

John Bezzant
Senior Vice President
Apartment Investment and Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8101

with a copy to:

Jonathan L. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
(213) 687-5396

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 11, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. Not Applicable 

1	NAME OF REPORTING PERSON: AIMCO PROPERTIES, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1275721
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 Depositary Unit Certificates
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER
			0 Depositary Unit Certificates
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 Depositary Unit Certificates
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON
	PN

CUSIP No. Not Applicable 

1	NAME OF REPORTING PERSON: AIMCO-GP, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 Depositary Unit Certificates
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER
			0 Depositary Unit Certificates
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 Depositary Unit Certificates
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON
	CO

CUSIP No. Not Applicable 

1	NAME OF REPORTING PERSON: APARTMENT INVESTMENT AND MANAGEMENT COMPANY I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1259577
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Maryland
		7	SOLE VOTING POWER
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 Depositary Unit Certificates
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER
			0 Depositary Unit Certificates
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 Depositary Unit Certificates
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON
	CO

Introductory Note

     This Amendment No. 17 (this “Amendment No. 17”) is filed with respect to the issuer, U.S. Realty Partners Limited Partnership, a Delaware limited partnership (the “Partnership”), by AIMCO Properties, L.P. (“AIMCO Properties”), AIMCO-GP, Inc. (“AIMCO GP”) and Apartment Investment and Management Company (“AIMCO” and, together with AIMCO Properties and AIMCO GP, the “Reporting Persons”). This Amendment No. 17 amends and supplements the statement on Schedule 13D, as amended and supplemented to date (the “Schedule 13D”), previously filed with the Securities and Exchange Commission with respect to the Partnership by the Reporting Persons or certain of their affiliates.

     The Schedule 13D is amended to make the following changes to Items 4 and 5:

Item 4. Purpose of Transaction

     Item 4 is hereby supplemented by the addition of the following information:

     On October 8, 2010, the Partnership entered into an agreement and plan of merger (the “Merger Agreement”) with AIMCO Properties and AIMCO USRP Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the “Merger Subsidiary”). The Merger Agreement provides for the Merger Subsidiary to be merged with and into the Partnership, with the Partnership as the surviving entity upon approval by a majority in interest of the units of limited partnership interest of the Partnership (the “Units”) outstanding. On February 11, 2011, AIMCO Properties, which owned 900,195 of the 1,222,000 issued and outstanding Units, or approximately 73.67% of the number of outstanding Units, took action by written consent to approve the merger.

     On February 11, 2011, the merger was completed, and each Unit in the Partnership outstanding immediately prior to the consummation of the merger and held by limited partners (other than Units as to which appraisal rights are properly elected) was converted into the right to receive either $2.76 per unit in cash or $2.76 in partnership common units of AIMCO Properties. AIMCO Properties’ interest in the Merger Subsidiary was converted into 1,000 Units, and it became the sole limited partner of the Partnership. U.S. Realty I Corporation continues to be the general partner of the Partnership, and the Partnership’s agreement of limited partnership in effect immediately prior to the merger remains unchanged after the merger.

Item 5. Interest in Securities of the Issuer

     Item 5 is hereby amended and restated in its entirety as follows:

     (a)-(b) The information in lines 7 through 11 and 13 of each Reporting Person’s cover page is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

     The following is filed herewith as Exhibits to this Statement:

Exhibit 7.1	Agreement of Joint Filing, dated February 11, 2011
Exhibit 7.2	Agreement and Plan of Merger, dated October 8, 2010 (incorporated by reference to Exhibit 10.1 to U.S. Realty Partners Limited Partnership’s Current Report on Form 8-K, dated October 8, 2010).

SIGNATURE

     After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2011

AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.
	(General Partner)
AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel

EX-7.1

EXHIBIT 7.1

AGREEMENT OF JOINT FILING

     The parties listed below agree that the Amendment No. 17 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 11, 2011

AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.
	(General Partner)
AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By:	/s/ Derek S. McCandless
	Name:	Derek S. McCandless
	Title:	Senior Vice President and Assistant General Counsel