UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2008~~2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 0-15656

U.S. REALTY PARTNERS LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Delaware	57-0814502
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

55 Beattie Place, P.O. Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

Registrant's telephone number, including area code (864) 239-1000

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £

Accelerated filer £

Non-accelerated filer £(Do not check if a

smaller reporting company)

Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting ~~common~~partnership ~~equity~~interests held by non-affiliates computed by by reference to the price at which the partnership interests were last sold, or ~~the~~ the average bid and asked ~~prices~~price of such partnership interests as of the last business day of the registrant’s most recently completed second fiscal quarter. No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for ~~tenants~~residents in such markets; insurance risk, including the cost of insurance; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the ~~section entitled “Risk Factors” described in Item 1A of this Annual Report and the~~ other documents the ~~Partnership~~ Partnership files from time to time with the Securities and Exchange Commission.

PART I

Item 1. Business

U.S. Realty Partners Limited Partnership (the "Partnership" or "Registrant") was organized as a limited partnership under the laws of Delaware on January 23, 1986. The general partner responsible for management of the Partnership's business is U.S. Realty I Corporation, a South Carolina corporation (the "Corporate General Partner"). The Corporate General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The other general partner is AIMCO Properties, L.P., an affiliate of the Corporate General Partner and AIMCO. Pursuant to the Partnership Agreement, the term of the Partnership is scheduled to expire on December 31, 2021, unless terminated prior to such date.

The Partnership is engaged in the business of operating and holding real estate property for investment. The Partnership commenced operations on August 26, 1986, and acquired its first property, a newly constructed apartment property, on August 28, 1986. Prior to September 5, 1986, it acquired an existing apartment property, a newly constructed shopping center and an existing shopping center. The Partnership continues to own and operate one of these properties. The shopping centers were sold on February 1, 1999 and July 2, 1999. One of the apartment properties was sold on December 20, 2006.

Commencing on August 26, 1986, the Partnership delivered 1,222,000 Depositary Unit Certificates, representing assignments of limited partnership interests ("DUCs"), to Wheat First Securities, Inc. and received $30,550,000 ($25.00 per DUC) in proceeds. The DUCs were offered by several underwriters in minimum investment amounts of 100 DUCs ($25.00 per DUC). Since its initial offering, the Partnership has not received, nor are its limited partners required to make any additional contributions. The Partnership also received $16,369,000 as proceeds from a contemporaneous private bond offering. The Partnership used substantially all of the proceeds from these offerings to acquire its initial four operating properties.

On April 1, 1993, the Partnership filed for protection under Chapter 11 of the Federal Bankruptcy Code. The filing was made due to the Partnership's inability to repay its secured debt due to an insurance company. On April 23, 1993, the Partnership filed a Reorganization Plan ("the Plan") with the United States Bankruptcy Court for the District of South Carolina. The significant provision of the Plan was the refinancing of the secured debt. On July 23, 1993, the Court entered an order confirming the Partnership's Plan. On January 27, 1994, the Court closed the case.

The Partnership has no employees. Management and administrative services are provided by the Corporate General Partner and by agents retained by the Corporate General Partner. These services were provided by affiliates of the Corporate General Partner for the years ended December 31, ~~2008~~2009 and ~~2007~~2008.

1A. Risk Factors

The risk factors noted in this section and other factors noted throughout this Annual Report describe certain risks and uncertainties that could cause the Partnership’s actual results to differ materially from those contained in any forward-looking statement.

The Partnership’s existing and future debt financing could render it unable to operate, result in foreclosure on its property, prevent it from making distributions on its equity or otherwise adversely affect its liquidity.

The Partnership is subject to the risk that its cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If the Partnership fails to make required payments of principal and interest on secured debt, its lender could foreclose on the property securing such debt, which would result in loss of income and asset value to the Partnership. Payments of principal and interest may leave the Partnership with insufficient cash resources to operate its property or pay distributions.

Disruptions in the financial markets could affect the Partnership’s ability to obtain financing and the cost of available financing and could adversely affect the Partnership’s liquidity.

The Partnership’s ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets and the level of involvement of certain government sponsored entities, specifically, Federal Home Loan Mortgage Corporation, or Freddie Mac, and Federal National Mortgage Association, or Fannie Mae, in secondary credit markets. Recently the United States credit markets have experienced significant liquidity disruptions, which have caused the spreads on debt financings to widen considerably and have made obtaining financing more difficult. Further or prolonged disruptions in the credit markets could result in Freddie Mac or Fannie Mae reducing their level of involvement in secondary credit markets which would adversely affect the Partnership’s ability to obtain non-recourse property debt financing.

Failure to generate sufficient net operating income may limit the Partnership’s ability to fund necessary capital expenditures or the Partnership’s ability to repay advances from affiliates.

The Partnership’s ability to fund necessary capital expenditures on its property depends on its ability to generate net operating income in excess of required debt payments. If the Partnership is unable to fund capital expenditures on its property, the Partnership may not be able to preserve the competitiveness of its property, which could adversely affect the Partnership’s net operating income.

The Partnership’s ability to repay advances from affiliates depends on its ability to generate net operating income in excess of required debt payments and capital expenditure requirements. Net operating income and liquidity may be adversely affected by events or conditions beyond the Partnership’s control, including:

the general economic climate;

competition from other apartment communities and other housing options;

local conditions, such as loss of jobs or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates;

changes in governmental regulations and the related cost of compliance;

increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents;

changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; and

changes in interest rates and the availability of financing.

Competition could limit the Partnership’s ability to lease apartments or increase or maintain rents.

The Partnership’s apartment property competes for residents with other housing alternatives, including other rental apartments, condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing in a particular area could adversely affect the Partnership’s ability to lease apartments and to increase or maintain rental rates. The current challenges in the credit and housing markets have increased housing inventory that competes with the Partnership’s property.

Laws benefiting disabled persons may result in the Partnership’s incurrence of unanticipated expenses.

Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990, to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to the Partnership’s property, or affect renovations of the property. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although the Partnership believes that its property is substantially in compliance with present requirements, the Partnership may incur unanticipated expenses to comply with the ADA and the FHAA in connection with the ongoing operation of its property.

Potential liability or other expenditures associated with potential environmental contamination may be costly.

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

Moisture infiltration and resulting mold remediation may be costly.

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Corporate General Partner have implemented policies, procedures, third-party audits and training and the Corporate General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Corporate General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

Item 2. Property

The following table sets forth the Partnership's investment in property:

	Date of
Property	Purchase	Type of Ownership	Use

Twin Lakes Apartments	08/28/86	Fee ownership subject to	Apartment
Palm Harbor, Florida		first, second and third	262 units
		mortgages

Schedule of Property:

Set forth below for the Partnership's property is the gross carrying value, accumulated depreciation, depreciable life, method of depreciation and federal tax basis.

	Gross
	Carrying	Accumulated	Depreciable	Method of	Federal
Property	Value	Depreciation	Life	Depreciation	Tax Basis
	(in thousands)				(in thousands)
Twin Lakes
Apartments	$15,~~358~~629	$ 78,~~756~~542	5-35 yrs	S/L	$ 4,~~680~~453

See "Item 8. Financial Statements and Supplementary Data" for a description of the Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness:

The following table sets forth certain information relating to the fixed rate loans encumbering the Partnership’s property.

	Principal				Principal
	Balance At	Stated			Balance
	December 31,	Interest	Period	Maturity	Due At
	2008	Rate	Amortized	Date	Maturity (1)
	2009	Rate	Amortized	Date	Maturity (1)
	(in thousands)				(in thousands)
Twin Lakes
Apartments
1st mortgage	$ 6,~~175~~121	8.23%	120 months	12/01/2015	$ 5,685
2nd mortgage	3,~~459~~406	5.62%	120 months	12/01/2015	3,025
3rd mortgage	1,~~093~~077	5.56%	98 months	12/01/2015	963
	$10,727				$ 9,673
	$10,604				$ 9,673

(1) See "Item 8. Financial Statements and Supplementary Data" for information with respect to other details about the loans.

On September 14, 2007, the Partnership obtained a third mortgage loan in the principal amount of $1,110,000 on its sole investment property, Twin Lakes Apartments, located in Palm Harbor, Florida. The third mortgage bears interest at 5.56% per annum and requires monthly payments of principal and interest of approximately $6,300 beginning November 1, 2007 through the December 1, 2015 maturity date. In addition, the terms of the new mortgage debt require monthly escrow deposits for replacement reserves of approximately $5,000. The third mortgage has a balloon payment of approximately $963,000 due at maturity. If no event of default exists at maturity, the maturity date will automatically be extended for one additional year, to December 1, 2016, during which period the third mortgage would bear interest at the one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest. The Partnership may prepay the third mortgage at any time with 30 days written notice to the lender subject to a prepayment penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the new loan, loan costs of approximately $66,000 were capitalized and are included in other assets.

In accordance with the terms of the third loan agreement, payment of the loan may be accelerated at the option of the lender if an event of default, as defined in the loan agreement, occurs. Events of default include, but are not limited to: nonpayment of monthly principal and interest by the due date; nonpayment of the matured balance of the loan on the maturity date; and the occurrence of any breach or default in the performance of any of the covenants or agreements made by the Partnership.

The first and second mortgage loans are guaranteed by an affiliate of the Corporate General Partner. With respect to the first and second mortgage loans, the Partnership has the option of extending the maturity date for one additional year, to December 1, 2016, during which period the mortgages would both bear interest at a rate equal to the British Bankers Association’s one month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest.

Schedule of Rental Rates and Occupancy:

Average annual rental rate and occupancy for ~~2008~~2009 and ~~2007~~2008 for the property are as follows:

	Average Annual		Average Annual
	Rental Rate		Occupancy
	(per unit)
Property	~~2008~~2009	~~2007~~2008	~~2008~~2009	~~2007~~2008
Twin Lakes Apartments	$ 98,~~251~~819	$ 9,~~334~~251	94%	9194%

The real estate industry is highly competitive. The property is subject to competition from other residential apartment complexes in the area. The Corporate General Partner ~~attributes~~believes that the ~~increase~~property inis ~~occupancy~~adequately atinsured. ~~Twin~~The ~~Lakes~~property ~~Apartments~~is toan ~~increased~~apartment ~~marketing~~complex towhich leases ~~attract~~units for lease terms of one year or less. No residential tenant ~~potential~~leases ~~residents~~10% ~~and~~or ~~increased~~more ~~concessions~~of ~~offered~~the available rental space. The property is in good condition subject to ~~new~~normal depreciation and deterioration as is typical for ~~residents~~assets of this type and age.

As noted under "Item 1. Business", the real estate industry is highly competitive. The property is subject to competition from other residential apartment complexes in the area. The Corporate General Partner believes that the property is adequately insured. The property is an apartment complex which leases units for lease terms of one year or less. No residential tenant leases 10% or more of the available rental space. The property is in good condition subject to normal depreciation and deterioration as is typical for assets of this type and age.

Schedule of Real Estate Taxes and Rate:

Real estate taxes and rate in ~~2008~~2009 for the property were as follows:

	2008	2008
	2009	2009
	Billing	Rate
	(in thousands)
Twin Lakes Apartments	$ ~~266~~230	1.9294%

Capital Improvements:

Twin Lakes Apartments

The Partnership completed approximately $1271,~~326,~~000 in capital expenditures at Twin Lake Apartments during the year ended December 31, ~~2008~~2009, consisting primarily of floor covering replacements, ~~appliance~~ ~~replacements,~~water ~~recreational facility replacements, kitchen~~ and ~~bath upgrades, air conditioning replacements, major landscaping, water/~~sewer ~~upgrades~~ improvements and ~~plumbing~~building ~~fixture replacements~~improvements. These improvements were funded from operating cash flow, ~~insurance proceeds, replacement reserves~~ and advances from AIMCO Properties, L.P., an affiliate of the Corporate ~~General~~ General Partner. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during ~~2009~~2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the ~~property~~ ~~and replacement reserves~~property.

Additional capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

Item 3. Legal Proceedings

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts ~~will~~have bebeen dismissed. During the fourth quarter of 2008, the Partnership paid approximately $12,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment property. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The Corporate General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

~~Item~~ PART ~~4. Submission of Matters to a Vote of Security Holders~~II

During the quarter ended December 31, 2008, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise.

PART II

The Partnership, a publicly-held limited partnership received $30,550,000 upon delivery of 1,222,000 Depositary Units Certificates ("~~DUC's~~DUCs") which represent assignment of limited partnership interests to the holders. As of December 31, ~~2008~~2009, the number of DUCs holders of record was 603 and there were 1,222,000 units outstanding. Transfer of DUCs is subject to certain suitability and other requirements. Affiliates of the Corporate General Partner own 900,195 DUCs or 73.67% at December 31, ~~2008~~2009. No public trading market has developed for the DUCs and it is not anticipated that such a market will develop in the future.

~~The~~There ~~Partnership~~were ~~distributed~~no distributions to the ~~following~~partners ~~amounts~~ during the years ended December 31, ~~2008~~2009 and ~~2007 (in thousands, except per DUC data):~~2008.

	Year Ended	Per Depository	Year Ended	Per Depository
	December 31,	Unit	December 31,	Unit
	2008	Certificate	2007	Certificate
Sale(1)	$ --	$ --	$3,942	$ 3.23
Financing (2)	--	--	395	.32
	$ --	$ --	$4,337	$ 3.55

Future cash distributions will depend on the level of net cash generated from operations and the timing of debt maturities, refinancings, and/or property sale. The Partnership's cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates at December 31, 2009, it is unlikely that the Partnership will generate sufficient funds from operations after required capital expenditures and repayment of amounts accrued and payable to affiliates to permit further distributions to its partners during 2010 or subsequent periods. See "Item 2. Property – Capital Improvements" for information relating to anticipated capital expenditures at the property.

~~(1) Distribution~~In ~~consists~~addition to its indirect ownership of ~~sale~~the general partner interests in the Partnership, AIMCO ~~proceeds~~and ~~from~~its affiliates owned 900,195 DUCs in the Partnership representing 73.67% of the outstanding DUCs at December ~~2006~~31, ~~sale~~2009. A number of ~~Governor’s~~these ~~Park~~DUCs ~~Apartments~~were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional DUCs 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, DUC holders holding a majority of the DUCs 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 73.67% of the outstanding DUCs, 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.

(2) Distributions consist of financing proceeds from the September 2007 financing of a third mortgage at Twin Lakes Apartments and a December 2005 financing of a second mortgage at Twin Lakes Apartments.

Future cash distributions will depend on the level of net cash generated from operations and the timing of debt maturities, refinancings, and/or property sale. The Partnership's cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates at December 31, 2008, it is unlikely that the Partnership will generate sufficient funds from operations after required capital expenditures and repayment of amounts accrued and payable to affiliates, to permit further distributions to its partners during 2009 or subsequent periods. See "Item 2. Property – Capital Improvements" for information relating to anticipated capital expenditures at the property.

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 900,195 DUCs in the Partnership representing 73.67% of the outstanding DUCs at December 31, 2008. A number of these DUCs were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional DUCs 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, DUC holders holding a majority of the DUCs 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 73.67% of the outstanding DUCs, 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 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Corporate General Partner monitors the rental market environment of its investment property to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Corporate General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the Corporate General Partner may use rental concessions and rental rate reductions to offset softening market conditions, accordingly, there is no guarantee that the Corporate General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

Results of Operations

The Partnership’s net loss was approximately $~~553~~546,000 ~~for~~and ~~the year ended December 31, 2008 compared to net loss of approximately~~ $~~270~~553,000 for the ~~year~~years ended December 31, ~~2007~~2009 and 2008, respectively. The ~~increase~~decrease in net loss ~~for the year ended December 31, 2008~~ is due to ~~an increase in total expenses and~~ a decrease in ~~income~~total ~~from discontinued operations~~ expenses, partially offset by ana ~~increase~~decrease in total revenues.

OnTotal ~~December~~revenues ~~20,~~decreased ~~2006,~~as ~~the~~a ~~Partnership~~decrease ~~sold~~in ~~Governor’s~~rental ~~Park~~income ~~Apartments~~was topartially aoffset ~~third~~by ~~party.~~an Inincrease ~~accordance~~in ~~with~~other ~~Statement of Financial Accounting Standards ("SFAS") No~~income. ~~144,~~Rental ~~“Accounting for the Impairment~~income ordecreased ~~Disposal~~due ofto ~~Long-Lived~~a ~~Assets”,~~decrease ~~the~~in ~~operations~~average ofrental ~~Governor’s~~rates ~~Park~~at ~~Apartments are~~Twin ~~classified~~Lake ~~as discontinued operations for the year ended December 31, 2007~~Apartments. ~~The~~Other income ~~from~~increased ~~discontinued~~due ~~operations~~to ~~for~~increases ~~the~~in ~~year~~utility ~~ended December 31~~reimbursements, ~~2007 is~~ancillary aservices, ~~result~~administrative offees ~~the~~and ~~reversal~~pet ofdamage anfees ~~accrual for operating costs accrued~~ at ~~the~~Twin ~~time~~Lake ~~of the December 20, 2006 sale~~Apartments.

~~Excluding~~Total ~~the~~expenses ~~income~~decreased ~~from~~due ~~discontinued~~to decreases in ~~operations~~operating, ~~the~~general ~~Partnership’s~~and ~~loss~~administrative ~~from~~and ~~continuing~~property ~~operations~~tax ~~was~~expenses, ~~approximately~~partially ~~$553,000~~offset by increases in depreciation and ~~$311,000~~interest ~~for~~expenses. ~~the~~Operating ~~years~~expense decreased ~~ended~~due ~~December~~to 31decreases in print advertising, ~~2008~~payroll and ~~2007,~~benefit related ~~respectively~~expenses, utility and washer/dryer expenses. ~~The~~In ~~increase~~addition, repair costs were incurred in ~~loss~~2008 for water damage from ~~continuing~~leaking ~~operations~~pipes isat Twin Lakes Apartments. Property tax expense decreased due to ana decrease in the assessed value of Twin Lake Apartments. Depreciation expense increased due to capital improvements and replacements placed into service during the past year. Interest expense increased due to an increase in ~~total~~interest ~~expenses~~on advances from AIMCO Properties, L.P., an affiliate of the Corporate General Partner, due to additional advances in 2009, partially offset by ana ~~increase~~decrease in ~~total~~interest on the mortgages encumbering ~~revenues~~the Partnership’s investment property due to scheduled principal payments.

~~Total~~During ~~expenses increased for~~ the year ended December 31, 2008 ~~due to increases in depreciation~~, ~~interest and property tax~~Twin ~~expenses.~~Lakes ~~Operating~~Apartments ~~and~~suffered ~~general~~water ~~and~~damage ~~administrative~~as ~~expenses~~a ~~remained~~result ~~relatively constant~~of ~~for~~several ~~the~~occurances ~~comparable periods. Depreciation expense increased due to~~of ~~capital~~water ~~improvements~~pipe ~~and~~breaks ~~replacements~~in ~~placed~~several ~~into~~of ~~service~~the ~~during~~Partnership’s ~~the~~apartment ~~year~~units. ~~Interest~~ ~~expense~~As ~~increased due to an increase in interest on advances from AIMCO~~of ~~Properties~~December 31, ~~L.P.~~2008, ~~an affiliate of~~ the ~~Corporate~~Partnership ~~General~~had ~~Partner~~incurred, ~~and~~in ~~due~~total, toapproximately ~~the~~$79,000 ~~third~~in ~~mortgage~~capitalizable ~~obtained~~costs onand ~~the~~approximately ~~investment~~$17,000 ~~property~~ in ~~the~~clean ~~third~~up ~~quarter~~costs ~~of 2007. Property tax expense increased due~~ to ~~increases~~repair in the water ~~tax~~damages ~~rate~~incurred ~~and~~during ~~assessed~~the ~~value~~year. atThe ~~Twin~~Partnership ~~Lakes~~did ~~Apartments.~~not ~~While~~receive ~~operating expense~~any ~~remained~~insurance ~~relatively~~proceeds ~~constant~~as the damages for the ~~comparable~~various ~~periods,~~individual anclaims ~~increase~~did ~~in property~~not ~~expense~~exceed ~~was~~the ~~offset~~Partnership’s ~~by decreases in administrative,~~ insurance, ~~advertising and maintenance expenses~~deductible. ~~Property~~The ~~expense~~Partnership ~~increased~~recognized ~~primarily due to increases in~~a ~~salaries~~casualty ~~and~~loss, ~~related~~which ~~benefits.~~is ~~Administrative~~included ~~expense decreased due to decreases~~ in ~~applicant~~operating ~~screening~~expenses, ~~personnel~~of ~~costs,~~approximately ~~training and travel and telephone~~$16,000 ~~expenses. Insurance~~during ~~expense~~the ~~decreased~~year ~~due~~ended toDecember a31, ~~decrease~~2008 ~~in insurance premiums. Maintenance expense decreased~~ as a result of ~~decreases~~the inwrite ~~maintenance~~off of ~~supplies~~approximately ~~and~~$16,000 ~~salaries~~of ~~partially~~undepreciated ~~offset~~property byimprovements ~~an increase in costs incurred to~~and ~~repair water damage at the property~~replacements.

During the year ended December 31, 2008, Twin Lakes Apartments suffered water damage as a result of several occurances of water pipe breaks in several of the Partnership’s apartment units. As of December 31, 2008, the Partnership had incurred, in total, approximately $79,000 in capitalizable costs and approximately $17,000 in clean up costs to repair the water damages incurred during the year. It is not anticipated that the Partnership will receive any insurance proceeds as the damages for the various individual claims do not exceed the Partnership’s insurance deductible. The Partnership recognized a casualty loss, which is included in operating expenses, of approximately $16,000 during the year ended December 31, 2008 as a result of the write off of approximately $16,000 of undepreciated property improvements and replacements.

During the year ended December 31, 2008, Twin Lakes Apartments suffered water damage as a result of a water pipe break in additional apartment units. The Partnership incurred approximately $32,000 in capitalizable costs related to this damage. The Partnership received insurance proceeds of approximately $27,000 for damages which includes approximately $5,000 for lost rental income. The Partnership recognized a casualty gain of approximately $16,000, which is included in operating expenses, during the year ended December 31, 2008 as a result of the write off of approximately $6,000 of undepreciated property improvements and replacements.

General and administrative expense decreased due to a reduction in management reimbursements as a result of a decrease in costs incurred by the Corporate General Partner included in the reimbursements charged to the Partnership. Included in general and administrative expense for the years ended December 31, ~~2008~~2009 and ~~2007~~2008 are management reimbursements to the Corporate General Partner as allowed under the Partnership Agreement. Also included in general and administrative ~~expenses~~expense are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

Total revenues increased for the year ended December 31, 2008 due to an increase in rental income partially offset by a decrease in other income. Rental income increased due to an increase in occupancy and a decrease in bad debt expense partially offset by a slight decrease in the average rental rate at the Partnership’s investment property. Other income decreased primarily due to a decrease in interest income as a result of lower average cash balances when compared to 2007, partially offset by increases of reimbursements of ancillary services provided by the Partnership to tenants.

Liquidity and Capital Resources

At December 31, ~~2008~~2009, the Partnership had ~~cash~~ cash and cash equivalents of approximately $44101,000 compared to approximately $~~105~~44,000 at December 31, ~~2007~~2008. Cash and cash equivalents ~~decreased~~increased ~~approximately~~by approximately $6157,000 from December 31, ~~2007~~2008 due to approximately $1190,~~429,~~000 ~~of cash used in~~and ~~investing activities partially offset by approximately~~ $199,~~108,~~000 ~~and $260,000~~ of cash provided by ~~financing~~operating and ~~operating~~financing activities, respectively~~. Cash~~, ~~used in investing activities consisted of property improvements and replacements~~ partially offset by ~~net~~approximately ~~withdrawals~~$232,000 ~~from~~of ~~restricted~~cash ~~escrows~~used ~~and~~in ~~insurance proceeds~~investing ~~received~~activities. Cash provided by financing activities consisted of advances from AIMCO Properties, L.P., an affiliate of the Corporate General Partner, partially offset by repayment of advances and payments on the mortgages encumbering the investment property. ~~The~~ ~~Partnership~~Cash ~~invests~~used ~~its~~in ~~working~~investing ~~capital~~activities ~~reserves~~consisted of property inimprovements ~~interest~~and ~~bearing~~replacements, ~~accounts~~partially offset by net withdrawals from restricted escrow.

The ~~sufficiencyof~~ sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the investment property to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. ~~The~~ The Corporate General Partner monitors developments in the area of legal and regulatory compliance. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during ~~2009~~2010. Such capital expenditures will depend on the physical condition of the property as well as the anticipated cash ~~flow~~ flow generated by the property ~~and replacement reserves~~. Capital expenditures will be incurred only if cash is available from operations or from Partnership reserves. To the extent that capital improvements are completed, the Partnership's distributable cash flow from operations may be adversely affected at least in the short term.

The Partnership's assets are thought to be sufficient for any near term needs (exclusive of capital improvements and repayment of amounts accrued and payable to affiliates) of the Partnership. At December 31, ~~2008~~2009, the first, second and third mortgage indebtedness on Twin Lakes Apartments of approximately $6,~~175~~121,000, $3,~~459~~406,000 and $1,~~093~~077,000, respectively, require monthly payments of principal and interest of approximately $74,000 until December 1, 2015 when balloon payments of approximately $5,685,000, $3,025,000 and $963,000, respectively, are due. The Partnership has the option of extending the maturity date on both the first and second mortgages for one additional year, to December 1, 2016. With respect to the third mortgage, the maturity date will automatically be extended for one year, to December 1, 2016, if no event of default exists at its original maturity date of December 1, 2015.

~~The~~There ~~Partnership~~were ~~distributed~~no distributions to the ~~following~~partners ~~amounts~~ during the years ended December 31, 2009 and 2008. Future cash distributions will depend on the levels of net cash generated from operations and ~~2007~~the ~~(in~~timing of ~~thousands~~debt maturities, ~~except~~refinancings and/or property sale. The Partnership's cash ~~per~~available ~~unit~~for ~~data):~~distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates at December 31, 2009, it is unlikely that the Partnership will generate sufficient funds from operations, after capital improvement expenditures and repayment of amounts accrued and payable to affiliates, to permit additional distributions to its partners during 2010 or subsequent periods.

	Year Ended	Per Depository	Year Ended	Per Depository
	December 31,	Unit	December 31,	Unit
	2008	Certificate	2007	Certificate
Sale(1)	$ --	$ --	$3,942	$ 3.23
Financing (2)	--	--	395	.32
	$ --	$ --	$4,337	$ 3.55

(1) Distribution consists of sale proceeds from the December 2006 sale of Governor’s Park Apartments.

Future cash distributions will depend on the levels of net cash generated from operations and the timing of debt maturities, refinancings and/or property sale. The Partnership's cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates at December 31, 2008, it is unlikely that the Partnership will generate sufficient funds from operations, after capital improvement expenditures and repayment of amounts accrued and payable to affiliates, to permit additional distributions to its partners during 2009 or subsequent periods.

The Partnership Agreement provides for partners to receive distributions from the net proceeds of the sales of properties, the net proceeds from refinancings and net cash from operations as those terms are defined in the Partnership Agreement. The Partnership Agreement requires that the limited partners be furnished with a statement of Net Cash from Operations as such term is defined in the Partnership Agreement. Net Cash from Operations should not be considered an alternative to net (loss) income as an indicator of the Partnership's operating performance or to cash flows as a measure of liquidity. Below is a reconciliation of net cash provided by operating activities as disclosed in the statements of cash flows, included in “Item 8. Financial Statements and Supplementary Data”, to Net Cash from Operations as defined in the Partnership Agreement.

	For the Years Ended
	December 31,
	2008	2007
	2009	2008
	(in thousands)
Net cash provided by operating activities	$ ~~260~~190	$ ~~168~~260
Payments on mortgage notes payable	(~~114~~123)	(96114)
Advances from affiliates	~~1,222~~365	~~311~~1,222
Property improvements and replacements	(1,497)	(800)
Payments on advances from affiliates	(143)	--
Change in restricted escrows, net	46	(1)
Property improvements and replacements	(338)	(1,497)
Change in restricted escrows, net	106	46
Changes in reserves for net operating
liabilities	~~(130)~~86	66(130)
Net cash used in operations	$ (213)	$ (352)
Net cash provided by (used in) operations (as
defined in the Partnership Agreement)	$ 143	$ (213)

Distributions made from reserves no longer considered necessary by the Corporate General Partner are considered to be additional net cash from operations for allocation purposes.

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 900,195 DUCs in the Partnership representing 73.67% of the outstanding DUCs at December 31, ~~2008~~2009. A number of these DUCs were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional DUCs 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, DUC holders holding a majority of the DUCs 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 73.67% of the outstanding DUCs, 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.

Critical Accounting Policies and Estimates

A summary of the Partnership’s significant accounting policies is included in "Note A – Organization and Summary of Significant Accounting Policies" which is included in the financial statements in "Item 8. Financial Statements and Supplementary Data". The Corporate General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the financial statements with useful and reliable information about the Partnership’s operating results and financial condition. The financial statements are prepared in conformity with accounting principles generally accepted in the United States which requires the Partnership to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Judgments and assessments of uncertainties are required in applying the Partnership's accounting policies in many areas. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Asset

Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

Real property investment is subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership’s investment property. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; ~~and~~ changes in tax laws and housing laws, ~~including~~ including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. ~~Any~~ Any adverse changes in these and other factors could cause an impairment of the Partnership’s asset.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease. The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

Item 8. Financial Statements and Supplementary Data

U.S. REALTY PARTNERS LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheets – December 31, ~~2008~~2009 and ~~2007~~2008

Statements of Operations - Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Statements of Changes in Partners' Deficit - Years ended

December 31, ~~2008~~2009 and ~~2007~~2008

Statements of Cash Flows - Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

The Partners

U. S. Realty Partners Limited Partnership

We have audited the accompanying balance sheets of U. S. Realty Partners Limited Partnership as of December 31, ~~2008~~2009 and ~~2007~~2008, and the related statements of operations, changes in partners' deficit, and cash flows for each of the two years in the period ended December 31, ~~2008~~2009. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of U. S. Realty Partners Limited Partnership at December 31, ~~2008~~2009 and ~~2007~~2008, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2008~~2009, in conformity with U. S. generally accepted accounting principles.

/s/ERNST & YOUNG LLP

Greenville, South Carolina

March 1929, ~~2009~~2010

U.S. REALTY PARTNERS LIMITED PARTNERSHIP

BALANCE SHEETS

(in thousands, except unit data)

		December 31,
		2008		2007
		2009		2008
Assets
Cash and cash equivalents	$ 44101		$ ~~105~~44
Receivables and deposits	9488		~~106~~94
Other assets	~~316~~285		~~367~~316
Restricted escrow	~~106~~--		~~152~~106
Investment property (Notes B and E):
Land	1,700		1,700
Buildings and related personal property	13,~~658~~929		1213,~~389~~658
	15,358		14,089
	15,629		15,358
Less accumulated depreciation	(78,~~756~~542)		(7,~~144~~756)
	7,602		6,945
	7,087		7,602
	$ 8,162		$ 7,675
	$ 7,561		$ 8,162
Liabilities and Partners' Deficit
Liabilities
Accounts payable	$ ~~110~~38		$ ~~273~~110
Tenant security deposit liabilities	6657		5866
Other liabilities	~~131~~162		~~152~~131
Due to affiliates (Note D)	1,~~646~~764		~~316~~1,646
Mortgage notes payable (Note B)	10,~~727~~604		10,~~841~~727
	12,680		11,640
	12,625		12,680
Partners' Deficit
General partners	(914)		(39)
Depositary unit certificate holders (2,440,000 units
authorized; 1,222,000 units issued and outstanding)	(45,~~509~~050)		(34,~~962~~509)
	(4,518)		(3,965)
	(5,064)		(4,518)
	$ 8,162		$ 7,675
	$ 7,561		$ 8,162

See Accompanying Notes to Financial Statements

U.S. REALTY PARTNERS LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

	Years Ended December 31,
	2008	2007
	2009	2008
Revenues:
Rental income	$2,~~260~~145	$2,~~196~~260
Other income	~~290~~370	~~303~~290
Total revenues	2,~~550~~515	2,~~499~~550
Expenses:
Operating	1,~~201~~057	1,~~196~~201
General and administrative	~~114~~87	~~117~~114
Depreciation	~~647~~786	~~474~~647
Interest	~~873~~897	~~768~~873
Property taxes	~~268~~234	~~255~~268
Total expenses	3,~~103~~061	23,~~810~~103
Loss from continuing operations	(553)		(311)
Net loss	$ (546)		$ (553)
Income from discontinued operations (Note A)	--		41
Net loss allocated to general partners (1%)	$ (5)		$ (6)
Net loss	$ (553)		$ (270)
Net loss allocated to general partners (1%)	$ (6)		$ (3)
Net loss allocated to depositary unit
certificate holders (99%)	(~~547~~541)		(~~267~~547)
	$ (553)		$ (270)
	$ (546)		$ (553)
Per depositary unit certificate:
Net loss per depository unit certificate	$ (.44)		$ (.45)
Loss from continuing operations	$ (.45)		$ (.25)
Income from discontinued operations	--		.03
Net loss per depository unit certificate	$ (.45)		$ (.22)
Distributions per depositary unit certificate	$ --		$ 3.55

See Accompanying Notes to Financial Statements

U.S. REALTY PARTNERS LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

(in thousands, except unit data)

			Depositary
	Depositary		Unit
	Unit	General	Certificate
	Certificates	Partners	Holders	Total
Original capital contributions	1,222,000	$ 2	$30,550	$30,552
Partners' capital
at December 31, 2006	1,222,000	$ --	$ 642	$ 642
Distributions to partners	--	--	(4,337)	(4,337)
Net loss for the year
ended December 31, 2007	--	(3)	(267)	(270)
Partners' deficit
at December 31, 2007	1,222,000	$ (3)	$(3,962)	$(3,965)
Net loss for the year
ended December 31, 2008	--	(6)	(547)	(553)
Partners' deficit
at December 31, 2008	1,222,000	(9)	(4,509)	(4,518)
Net loss for the year
ended December 31, 2009	--	(5)	(541)	(546)
Partners’ deficit at
December 31, 2008	1,222,000	$ (9)	$(4,509)	$(4,518)
December 31, 2009	1,222,000	$ (14)	$(5,050)	$(5,064)

See Accompanying Notes to Financial Statements

U.S. REALTY PARTNERS LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended
	December 31,
	2008	2007
	2009	2008
Cash flows from operating activities:
Net loss	$ (~~553~~546)	$ (~~270~~553)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation	~~647~~786	~~474~~647
Amortization of loan costs	36	3036
Change in accounts:
Receivables and deposits	126	612
Other assets	15(5)	~~(18)~~15
Accounts payable	8(5)	~~(82)~~8
Tenant security deposit liabilities	8(9)	108
Other liabilities	~~(21)~~31	13(21)
Due to affiliates	~~108~~(104)	5108
Net cash provided by operating activities	~~260~~190	~~168~~260
Cash flows from investing activities:
Property improvements and replacements	(~~1,497~~338)	(~~800~~1,497)
Net withdrawals from (deposits to) restricted escrows	46	(1)
Net withdrawals from restricted escrows	106	46
Insurance proceeds received	22--	--22
Net cash used in investing activities	(~~1,429~~232)	(~~801~~1,429)
Cash flows from financing activities:
Payments on mortgage notes payable	(~~114~~123)	(96114)
Proceeds from mortgage note payable	--	1,110
Advances from affiliates	365	1,222
Loan costs paid	--	(66)
Repayment of advances from affiliates	(143)	--
Advances from affiliates	1,222	311
Net cash provided by financing activities	99	1,108
Distributions to partners	--	(4,337)
Net increase (decrease) in cash and cash equivalents	57	(61)
Net cash provided by (used in) financing
Cash and cash equivalents at beginning of year	44	105
activities	1,108	(3,078)
Cash and cash equivalents at end of year	$ 101	$ 44
Net decrease in cash and cash equivalents	(61)	(3,711)
Cash and cash equivalents at beginning of year	105	3,816
Cash and cash equivalents at end of year	$ 44	$ 105
Supplemental disclosure of cash flow information:
Cash paid for interest	$ ~~779~~913	$ ~~736~~779
Supplemental disclosure of non-cash flow activity:
Property improvements and replacements in accounts
payable	$ 747	$ ~~245~~74

At December 31, ~~2006~~2007, approximately $30245,000 of property improvements and replacements were included in accounts payable ~~which~~ and are included in property improvements and replacements atfor ~~December~~the year endedDecember 31, ~~2007~~ 2008.

See Accompanying Notes to Financial Statements

U. S. REALTY PARTNERS LIMITED PARTNERSHIP

Notes to Financial Statements

December 31, ~~2008~~2009

Note A - Organization and Summary of Significant Accounting Policies

Organization: U.S. Realty Partners Limited Partnership (the "Partnership" or "Registrant") was organized as a limited partnership under the laws of the State of Delaware on January 23, 1986. The general partner responsible for management of the Partnership’s business is U.S. Realty I Corporation, a South Carolina Corporation (the "Corporate General Partner"). The Corporate General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The other general partner is AIMCO Properties, L.P., an affiliate of the Corporate General Partner and AIMCO. The Partnership commenced operations on August 26, 1986, and completed its acquisition of two apartment complexes and two commercial properties on September 4, 1986. The Partnership continues to operate one apartment property located in Florida. The commercial properties were sold on February 1, 1999 and July 2, 1999. One of the apartment properties was sold on December 20, 2006. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2021, unless terminated prior to such date.

The Depositary Unit Certificate ("DUC") holders are assignees of USS Assignor, Inc. (the "Limited Partner"), an affiliate of the Corporate General Partner, and as such will be entitled to receive the economic rights attributable to the Limited Partnership Interests represented by their DUCs. DUC holders will for all practical purposes be treated as limited partners of the Partnership.

~~Basis~~Subsequent ~~of Presentation~~Events: OnThe ~~December 20, 2006, the~~ Partnership ~~sold Governor~~’s ~~Park~~management ~~Apartments to a third party. In accordance with Statement of~~evaluated ~~Financial~~subsequent ~~Accounting~~events ~~Standards~~through ~~("SFAS")~~the ~~No.~~time ~~144,~~this ~~“Accounting~~Annual ~~for~~Report ~~the~~on ~~Impairment or~~Form ~~Disposal of Long~~10-~~Lived~~K ~~Assets”, the operations of Governor’s Park Apartments~~was ~~are classified as discontinued operations for the year ended December 31, 2007~~filed. ~~The income from discontinued operations for the year ended December 31, 2007 is a result of the reversal of an accrual for operating costs accrued at the time of the December 20, 2006 sale.~~

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Allocation of Cash Distributions: Operating cash distributions by the Partnership are allocated 98% to the DUC holders and 2% to the general partners until the DUC holders have received annual noncumulative distributions equal to 10% of their Adjusted Capital Values. Net cash from operations then will be distributed to the general partners until the general partners collectively have received 7% of net cash from operations distributed in that fiscal year. Thereafter, (after repayment of any loans by the general partners to the Partnership), net cash from operations will be distributed 93% to the DUC holders and 7% to the general partners. Cash distributions of sale or refinancing proceeds are first distributed to the DUC holders until the DUC holders have received an amount equal to their Adjusted Capital contributions and second until the DUC holders have received cumulative distributions equal to 10% of their Adjusted Capital Values. Thereafter, (after repayment of any loans by the general partners to the Partnership) any remaining proceeds will be distributed 93% to the DUC holders and 7% to the general partners.

Allocation of Profits, Gains and Losses: Profits, gains and losses of the Partnership are allocated between the general partners and DUC holders in accordance with the provisions of the Partnership Agreement.

~~Investment~~Recent ~~Property~~Accounting Pronouncement: ~~Investment~~In ~~property~~June ~~consists~~2009, ofthe Financial Accounting ~~one~~Standards ~~apartment~~Board ~~complex~~(“FASB”) ~~and~~issued isStatement ~~stated~~of atFinancial ~~cost. The~~Accounting ~~Partnership~~Standards ~~capitalizes~~No. ~~costs~~168, ~~incurred~~The inFASB ~~connection~~Accounting ~~with~~Standards ~~capital~~Codification ~~expenditure~~and ~~activities, including~~the ~~redevelopment~~Hierarchy ~~and~~of ~~construction~~Generally ~~projects,~~Accepted ~~other~~Accounting ~~tangible~~Principles—a ~~property~~replacement ~~improvements and replacements~~ of ~~existing~~FASB Statement ~~property components~~No. ~~Costs~~ ~~including interest~~162, ~~property~~or ~~taxes~~SFAS ~~and~~No. ~~operating~~168, ~~costs~~which ~~associated~~is ~~with~~effective ~~redevelopment~~for ~~and~~financial ~~construction~~statements ~~projects~~issued ~~are~~for ~~capitalized~~interim ~~during~~and annual periods inending ~~which~~after ~~redevelopment~~September ~~and~~15, ~~construction~~2009. Upon ~~projects~~the ~~are~~effective indate ~~progress in accordance with Statement~~ of ~~Financial Accounting Standards (“~~SFAS”) No. 34168, ~~“Capitalization~~the ofFASB ~~Interest Costs” and SFAS~~Accounting ~~No.~~Standards 67Codification, ~~“Accounting~~or ~~for~~the ~~Costs~~FASB ~~and~~ASC, became the ~~Initial~~single ~~Rental~~source ~~Operations~~ of authoritative ~~Real~~GAAP ~~Estate Property.” Costs~~recognized ~~incurred~~by inthe ~~connection~~FASB ~~with~~to ~~capital~~be ~~projects~~applied ~~are~~by nongovernmental ~~capitalized~~entities. ~~where~~Rules ~~the~~and ~~costs~~interpretive releases of the ~~project~~Securities ~~exceed~~and ~~$250. Included in these~~Exchange ~~capitalized~~Commission, ~~costs~~or ~~are~~SEC, ~~payroll~~under ~~costs~~authority ~~associated~~of ~~with~~federal ~~time~~securities ~~spent~~laws byare ~~site~~also ~~employees~~sources inof ~~connection~~authoritative ~~with~~GAAP ~~the~~for ~~planning,~~SEC ~~execution~~registrants. ~~and~~The ~~control~~FASB ofASC ~~all~~superseded ~~capital~~all ~~expenditure~~then-existing ~~activities~~non-SEC ataccounting ~~the~~and ~~property~~reporting ~~level. The~~standards, ~~Partnership~~and ~~did~~all ~~not~~other ~~capitalize~~non-grandfathered ~~any~~non-SEC ~~material~~accounting ~~costs~~literature ~~related~~not toincluded ~~interest,~~in ~~property~~the ~~taxes~~FASB orASC ~~operating~~is ~~costs~~now ~~during~~non-authoritative. Subsequent to the ~~years~~effective ~~ended~~date ~~December~~of ~~31,~~SFAS ~~2008 and 2007~~No. ~~Capitalized costs are~~168, ~~depreciated over~~ the ~~useful~~FASB ~~life~~will ofissue ~~the~~Accounting ~~asset. Expenditures~~Standards ~~for~~Updates ~~ordinary repairs,~~that ~~maintenance~~serve ~~and~~to ~~apartment~~update ~~turnover~~the ~~costs are expensed as~~FASB ~~incurred~~ASC.

InInvestment ~~accordance~~Property: ~~with~~Investment ~~SFAS~~property ~~No.~~consists ~~144,~~of ~~“Accounting~~one ~~for~~apartment ~~the~~complex ~~Impairment~~and oris ~~Disposal~~stated ofat ~~Long-Lived~~cost, ~~Assets”~~less accumulated depreciation, unless the carrying amount of the asset is not recoverable. The Partnership ~~records~~capitalizes ~~impairment~~costs ~~losses~~incurred onin ~~long-lived~~connection ~~assets~~with ~~used~~capital inexpenditure ~~operations~~activities, ~~when~~including redevelopment ~~events~~and construction projects, other tangible property improvements and replacements of existing property components. Costs including ~~circumstances~~interest, ~~indicate~~property ~~the~~taxes ~~assets~~and ~~might~~operating becosts ~~impaired~~associated with redevelopment and construction ~~the~~projects ~~undiscounted~~are ~~cash~~capitalized during periods in which redevelopment and ~~flows~~construction ~~estimated~~projects toare bein ~~generated~~progress. byCosts ~~those~~incurred ~~assets~~in connection with capital projects are ~~less~~capitalized ~~than~~where the ~~carrying amounts~~costs of ~~those~~the ~~assets~~project exceed $250. No Included ~~adjustments~~in ~~for~~these ~~impairment~~capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of ~~value~~all capital ~~were~~expenditure activities at the property level. The Partnership did not ~~necessary~~capitalize ~~for~~any material costs related to interest, property taxes or operating costs during the years ~~ending~~ended December 31, 2009 and 2008. Capitalized costs are depreciated over the useful life of the asset. Expenditures for ordinary repairs, maintenance and ~~2007~~apartment turnover costs are expensed as incurred.

~~Fair~~If ~~Value~~events ofor ~~Financial Instruments:~~circumstances ~~SFAS~~indicate ~~No.~~that ~~107,~~the ~~"Disclosures~~carrying ~~about~~amount ~~Fair Value~~ of ~~Financial~~the ~~Instruments",~~property asmay ~~amended~~not bybe ~~SFAS No. 119~~recoverable, ~~"Disclosures~~the ~~about~~Partnership ~~Derivative Financial Instruments and Fair Value of~~will ~~Financial~~make ~~Instruments",~~an ~~requires~~assessment ~~disclosure~~ of ~~fair~~its ~~value~~recoverability ~~information~~by ~~about financial~~comparing ~~instruments, whether or not recognized in~~ the ~~balance~~carrying ~~sheet,~~amount ~~for which it is practicable~~ to ~~estimate fair value. Fair value is defined in~~ the ~~SFAS as~~ ~~the~~Partnership’s ~~amount~~estimate atof ~~which~~ the ~~instruments~~undiscounted ~~could~~future becash ~~exchanged~~flows, inexcluding ~~a current transaction~~interest ~~between willing parties~~charges, ~~other~~of ~~than~~the ~~in a forced or liquidation sale~~property. If ~~The Partnership believes that~~ the carrying amount ofexceeds ~~its financial instruments (except for long term debt) approximates their fair value due to~~ the ~~short term~~estimated ~~maturity~~aggregate ofundiscounted ~~these instruments. The Partnership estimates the fair value of its long-term debt by discounting~~ future cash flows, ~~using~~the aPartnership ~~discount~~would ~~rate~~recognize an ~~commensurate~~impairment ~~with~~loss ~~that~~to ~~currently~~the ~~believed~~extent tothe becarrying ~~available~~amount toexceeds the ~~Partnership~~estimated ~~for~~fair ~~similar~~value ~~term~~of ~~long-term~~the ~~debt~~property. ~~The~~No ~~fair~~adjustments ~~value~~for impairment of ~~the~~value ~~Partnership's~~were ~~long~~necessary ~~term debt~~for at the ~~Partnership's~~years ~~incremental~~ending ~~borrowing~~December ~~rate~~31, is2009 ~~approximately $11,428,000~~and 2008.

~~Depreciation~~Fair Value of Financial Instruments: ~~Depreciation~~ FASB ASC Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is ~~provided~~practicable byto estimate fair value. Fair value is defined as the ~~straight-line~~amount ~~method~~at ~~over~~which the ~~estimated~~instruments ~~lives~~could ofbe ~~the~~exchanged ~~rental~~in ~~property~~a ~~and~~current ~~related~~transaction ~~personal~~between ~~property~~willing parties, other than in a forced or liquidation sale. ~~For~~ ~~Federal~~The Partnership ~~income~~believes ~~tax~~that ~~purposes,~~the carrying amount of its financial instruments (except for long-term debt) approximates their fair value due to the ~~modified~~short term ~~accelerated~~maturity ~~cost~~of ~~recovery~~these ~~method~~instruments. isThe ~~used~~Partnership ~~for~~estimates ~~depreciation~~the fair value of 1)its long-term ~~real~~debt ~~property~~by discounting future cash flows using a discount rate ~~additions~~commensurate ~~over~~with 27that currently believed to be available to the Partnership for similar term long-~~1/2~~term ~~years~~debt. At December 31, ~~and~~2009, 2)the ~~personal~~fair ~~property~~value ~~additions~~of ~~over~~the Partnership's 5long-term debt at the Partnership's incremental borrowing rate is ~~years~~approximately $11,295,000.

~~Deferred Costs~~Depreciation: Depreciation ~~Loan~~is ~~costs~~provided ofby ~~approximately $346,000 at~~the ~~both~~straight-line ~~December~~method ~~31,~~over ~~2008~~the ~~and~~estimated ~~2007,~~lives ~~less accumulated amortization~~ of ~~approximately $94,000~~the ~~and~~rental ~~$58,000~~property ~~at December 31, 2008~~ and ~~2007, respectively, are included in~~related ~~other~~personal ~~assets~~property. ~~The~~For ~~loan~~Federal ~~costs~~income ~~are~~tax ~~amortized~~purposes, ~~over~~ the ~~terms~~modified accelerated ofcost ~~the~~recovery ~~related loan~~method ~~agreements.~~is ~~Amortization~~used ~~expense~~ for ~~2008~~depreciation ~~and~~of ~~2007~~1) ~~was~~real ~~approximately~~property ~~$36,000~~additions ~~and~~over ~~$30,000,~~27-1/2 ~~respectively~~years, and is2) ~~included~~personal inproperty ~~interest~~additions ~~expense. Amortization~~over ~~expense is expected to be approximately $36,000 for the years 2009~~5 ~~through 2013~~years.

~~Leasing~~Deferred ~~commissions~~Costs: Loan costs of approximately $346,000 at ~~and~~both ~~other~~December ~~direct~~31, ~~costs~~2009 ~~incurred~~and in2008, ~~connection~~less ~~with~~accumulated ~~successful~~amortization ~~leasing~~of ~~efforts~~approximately ~~are~~$130,000 ~~deferred~~and $94,000 at December 31, 2009 and 2008, respectively, are included in other assets. The loan costs are amortized over the terms of the related ~~leases~~loan agreements. Amortization ofexpense ~~these~~for ~~costs~~2009 and 2008 was approximately $36,000 and is included in ~~operating~~interest ~~expenses~~expense. Amortization expense is expected to be approximately $36,000 for the years 2010 through 2014.

~~Leases: The~~Leasing ~~Partnership~~commissions ~~generally~~and ~~leases~~other ~~apartment units~~direct ~~for twelve-month terms or less. The Partnership will offer rental~~costs ~~concessions~~incurred ~~during particularly slow months or~~ in ~~response~~connection towith ~~heavy~~successful ~~competition from~~leasing ~~other~~efforts ~~similar~~are ~~complexes~~deferred ~~in the area. Rental income attributable to~~and ~~leases,~~amortized ~~net of any concessions, is recognized on a straight-line basis~~ over the ~~term~~ terms of the ~~lease~~related leases. ~~The~~Amortization ~~Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application~~ of ~~security~~these ~~deposits,~~costs ~~for~~is ~~accounts~~included ~~greater~~in ~~than~~operating ~~30 days past due on current tenants and all receivables due from former tenants~~expenses.

~~Cash~~Leases: The ~~and~~Partnership ~~Cash~~generally ~~Equivalents–~~leases ~~Cash~~apartment units ~~and~~for ~~cash~~twelve-month ~~equivalents~~terms ~~include~~or ~~cash~~less. onThe Partnership will offer rental ~~hand~~concessions ~~and~~during particularly slow months or in ~~banks~~response to heavy competition from other similar complexes in the area. AtRental ~~certain~~income ~~times~~attributable to leases, ~~the~~net ~~amount~~ of ~~cash~~any ~~deposited~~concessions, atis recognized on a ~~bank~~ ~~may~~straight-line ~~exceed~~basis over the term ~~limit~~of onthe ~~insured deposits~~lease. ~~Cash~~The ~~balances~~Partnership ~~include approximately~~evaluates ~~zero~~all ~~and~~accounts ~~$43,000~~receivable atfrom residents ~~December~~and 31establishes an allowance, ~~2008~~after ~~and~~the ~~2007,~~application ~~respectively,~~of ~~that~~security ~~are~~deposits, ~~maintained~~for byaccounts angreater ~~affiliated~~than ~~management~~30 ~~company~~days past due on ~~behalf~~current oftenants ~~affiliated~~and all ~~entities~~receivables indue ~~cash~~from ~~concentration~~former ~~accounts~~tenants.

~~Restricted Escrow– In~~Cash ~~connection~~and ~~with~~Cash ~~the~~Equivalents: ~~second~~Cash ~~mortgage~~and ~~obtained~~cash onequivalents ~~Twin~~include ~~Lakes~~cash ~~Apartments in~~on ~~December~~hand ~~2005~~ and ~~the~~in ~~third~~banks. At ~~mortgage~~certain ~~obtained during September 2007~~times, the ~~lenders required~~amount ~~the~~of ~~establishment~~cash ofdeposited at a bank ~~replacement~~may ~~reserve~~exceed tothe belimit ~~used~~on ~~for~~insured ~~the~~deposits. Cash ~~funding~~balances include ofapproximately ~~capital~~$47,000 ~~replacements~~and ~~throughout~~zero ~~the~~at ~~loan terms. At~~ December 31, 2009 and 2008, respectively, that ~~and~~are ~~2007~~maintained ~~the~~by ~~total~~an ~~reserve~~affiliated ~~balance~~management ~~was~~company ~~approximately~~on ~~$106,000~~behalf ~~and~~of ~~$152,000,~~affiliated ~~respectively~~entities in cash concentration accounts.

~~Tenant~~Restricted Escrow: In ~~Security~~connection ~~Deposits-~~with ~~The~~the ~~Partnership~~second ~~requires~~mortgage ~~security~~obtained ~~deposits~~on Twin Lakes Apartments in ~~from~~December ~~all~~2005 ~~apartment~~and ~~lessees~~the ~~for~~third mortgage obtained during September 2007, the ~~duration~~lenders required the establishment of ~~the~~a ~~lease~~replacement ~~and~~reserve ~~such~~to ~~deposits~~be ~~are~~used for the funding ~~included~~of incapital ~~receivables~~replacements ~~and~~throughout ~~deposits~~the loan terms. ~~The~~At ~~security~~December ~~deposits~~31, ~~are refunded~~2008 ~~when~~ the ~~tenant~~total ~~vacates~~reserve ~~provided~~balance ~~the~~was ~~tenant~~approximately ~~has~~$106,000. The lender is not currently ~~damaged~~requiring the ~~apartment~~Partnership to fund the escrow account and ishas released ~~current~~the onfunds ~~rental~~held ~~payments~~at December 31, 2008.

~~Segment~~Tenant ~~Reporting~~Security Deposits: ~~SFAS~~The ~~No.~~Partnership ~~131, "Disclosure~~requires ~~about~~security ~~Segments~~deposits from ofall anapartment ~~Enterprise~~lessees ~~and Related Information" established standards~~ for the ~~way~~duration ~~that~~of ~~public~~the ~~business~~lease ~~enterprises~~and ~~report~~such ~~information~~deposits ~~about~~are ~~operating~~included ~~segments~~ in ~~annual~~receivables ~~financial statements~~ and ~~requires~~deposits. The ~~that~~security ~~those enterprises~~deposits ~~report~~are ~~selected information about operating segments in interim~~refunded ~~financial~~when ~~reports.~~the ~~SFAS~~tenant ~~No.~~vacates ~~131~~provided ~~also~~the ~~established~~tenant ~~standards~~has ~~for~~not ~~related disclosures~~damaged ~~about~~the ~~products~~apartment and ~~services, geographic areas, and major customers.~~is Ascurrent ~~defined~~on inrental ~~SFAS No~~payments. ~~131, the Partnership has only one reportable segment.~~

~~Advertising~~Segment Reporting: ~~The~~ ~~Partnership~~FASB ~~expenses~~ASC Topic 280-10, “Segment Reporting”, established standards for the ~~costs~~way ofthat public ~~advertising~~business asenterprises ~~incurred.~~report ~~Advertising~~information ~~expense,~~about ~~included~~operating segments in annual financial statements and requires that those enterprises report selected information about operating ~~expense,~~segments ~~was~~in interim financial reports. FASB ASC ~~approximately~~Topic ~~$59,000~~280-10 ~~and~~also ~~$65,000~~established standards for ~~the~~related ~~years~~disclosures ~~ended~~about ~~December~~products and 31services, ~~2008~~geographic areas, and major customers. As defined in FASB ASC ~~2007~~Topic 280-10, ~~respectively~~the Partnership has only one reportable segment.

~~Recent Accounting Pronouncement~~Advertising: The InPartnership ~~September~~expenses ~~2006,~~ the ~~Financial~~costs ~~Accounting~~of ~~Standards~~advertising ~~Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value~~ as ~~the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date~~incurred. ~~SFAS~~Advertising ~~No.~~expense, ~~157~~included ~~applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value~~ in ~~any~~operating new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable dataexpense, ~~such as the~~was ~~reporting~~approximately ~~entity’s own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. In February 2008~~$36,000 ~~the~~and ~~FASB issued FASB Staff Position No. FAS 157-2~~$59,000 ~~“Effective~~for ~~Date of FASB Statement No. 157”, which deferred~~ the ~~effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal~~ years ~~beginning~~ended ~~after~~December ~~November 15~~31, ~~2008.~~2009 ~~The provisions of SFAS No. 157 are applicable to recurring fair value measurements of financial assets~~ and ~~liabilities for fiscal years beginning after November~~ ~~15, 2007, which for the Partnership is generally limited to annual disclosures required by SFAS No. 107. The Partnership adopted the provisions of SFAS No. 157 effective January 1,~~ 2008, ~~and at that time determined no transition adjustment was required~~respectively.

Note B – Mortgage Notes Payable

The terms of the mortgage notes payable are as follows:

	Principal		Monthly			Principal
	Balance At		Payment	Stated		Balance
	December 31,		Including	Interest	Maturity	Due At
	2008	2007	Interest	Rate	Date	Maturity
	2009	2008	Interest	Rate	Date	Maturity
	(in thousands)		(in thousands)			(in thousands)
Twin Lakes
Apartments
1st mortgage	$ 6,~~175~~121	$ 6,~~225~~175	$ 47	8.23%	12/01/2015	$5,685
2nd mortgage	3,~~459~~406	3,~~508~~459	21	5.62%	12/01/2015	3,025
3rd mortgage	1,~~093~~077	1,~~108~~093	6	5.56%	12/01/2015	963
	$10,727	$10,841	$ 74			$9,673
	$10,604	$10,727	$ 74			$9,673

The mortgage notes payable are fixed rate mortgages that are non-recourse and are secured by a pledge of the Partnership's rental property and by a pledge of revenues from the respective rental property. The investment property may not be sold subject to the existing indebtedness.

OnThe ~~September~~first ~~14,~~and ~~2007,~~second ~~the~~mortgage ~~Partnership~~loans are ~~obtained~~guaranteed aby ~~third~~an ~~mortgage~~affiliate ~~loan~~of in the ~~principal~~Corporate ~~amount~~General ofPartner. ~~$1,110,000~~With onrespect ~~its~~to ~~sole~~the ~~investment~~first ~~property,~~and ~~Twin~~second ~~Lakes~~mortgage ~~Apartments~~loans, ~~located~~the inPartnership ~~Palm~~has ~~Harbor,~~the ~~Florida.~~option ~~The~~of extending the ~~third~~maturity ~~mortgage~~date ~~bears~~for ~~interest~~one atadditional ~~5.56%~~year, ~~per~~to ~~annum~~December ~~and~~1, ~~requires~~2016, ~~monthly~~during ~~payments~~which period ofthe ~~principal~~mortgages ~~and~~would ~~interest~~both ofbear ~~approximately~~interest ~~$6,300~~at ~~beginning~~a ~~November~~rate 1,equal ~~2007 through~~to the ~~December~~British 1,Bankers Association’s ~~2015~~one ~~maturity~~month ~~date. In~~LIBOR ~~addition,~~rate ~~the~~plus ~~terms~~250 ofbasis ~~the new~~points ~~mortgage~~and ~~debt~~would require monthly ~~escrow~~payments ~~deposits~~of ~~for~~principal ~~replacement~~and ~~reserves of approximately $5,000~~interest. ~~The~~ ~~third mortgage~~With ~~has~~respect ato ~~balloon~~the ~~payment~~third ~~of approximately $963~~mortgage loan,~~000~~ ~~due~~if ~~at maturity. If~~ no event of default exists at maturity, the maturity date will ~~automatically~~ automatically be extended for one additional year, to December 1, 2016, during which period the third mortgage would bear interest at the one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest. The Partnership may prepay the third mortgage at any time with 30 days written notice to the lender subject to a prepayment penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the new loan, loan costs of approximately $66,000 were capitalized and are included in other assets.

InScheduled ~~accordance~~principal ~~with~~payments ~~the terms~~ of the ~~third~~mortgage ~~loan~~notes ~~agreement,~~payable ~~payment~~subsequent ofto ~~the~~December ~~loan may be accelerated at the option of the lender if an event of default~~31, as2009 ~~defined in the loan agreement, occurs. Events of default include, but~~ are ~~not~~as ~~limited~~follows ~~to: nonpayment of monthly principal and interest by the due date; nonpayment of the matured balance of the loan on the maturity date; and the occurrence of any breach or default~~ (in ~~the~~ ~~performance of any of the covenants or agreements made by the Partnership.~~thousands):

2010	$ 132
2011	142
2012	150
2013	162
2014	174
Thereafter	9,844
	$10,604

~~Scheduled~~Note ~~principal~~C ~~payments~~- ofIncome ~~the mortgage notes payable subsequent to December 31, 2008 are as follows (in thousands):~~Taxes

2009	$ 124
2010	132
2011	142
2012	150
2013	162
Thereafter	10,017
	$10,727

The Partnership is classified as a partnership for Federal income tax purposes. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

~~Note~~The Cfollowing -is ~~Income~~a reconciliation ~~Taxes~~of reported net loss and Federal taxable loss (in thousands except per unit data):

The Partnership has received a ruling from the Internal Revenue Service that it will be classified as a partnership for Federal income tax purposes. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

	Years Ended December 31,
	2009	2008

Net loss as reported	$ (546)	$ (553)
Add (deduct):
Depreciation differences	225	135
Change in prepaid rentals	(2)	(2)
Other	52	(49)
Federal taxable loss	$ (271)	$ (469)
Federal taxable loss per DUC	$ (.17)	$ .76

~~The~~For ~~following~~2009 isand a2008, ~~reconciliation~~allocation ofunder ~~reported~~Internal ~~net~~Revenue ~~loss~~Code ~~and~~Section ~~Federal~~704(b) ~~taxable~~results ~~loss (~~in ~~thousands~~the ~~except~~limited ~~per~~partners ~~unit~~being allocated a ~~data):~~non-pro rata amount of taxable loss.

	Years Ended December 31,
	2008	2007
Net loss as reported	$ (553)	$ (270)
Add (deduct):
Depreciation differences	135	193
Change in prepaid rentals	(2)	24
Other	(49)	(89)
Federal taxable loss	$ (469)	$ (142)
Federal taxable loss per DUC	$ .76	$ (.11)

The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net liabilities at December 31, 2009 and 2008 (in thousands):

For 2008, allocation under Internal Revenue Code Section 704(b) results in the limited partners being allocated a non-pro rata amount of taxable loss.

	2009	2008
Net liabilites as reported	$(5,064)	$(4,518)
Land and buildings	905	842
Accumulated depreciation	(3,539)	(3,764)
Syndication	2,774	2,774
Other	79	92
Net liabilities - tax basis	$(4,845)	$(4,574)

~~The~~Note ~~following~~D is- aTransactions ~~reconciliation~~with ~~between the~~Affiliated ~~Partnership's reported amounts and Federal tax basis of net liabilities at December 31, 2008 and 2007 (in thousands):~~Parties

	2008	2007
Net liabilites as reported	$(4,518)	$(3,965)
Land and buildings	842	800
Accumulated depreciation	(3,764)	(3,864)
Syndication	2,774	2,774
Other	92	151
Net assets - tax basis	$(4,574)	$(4,104)

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.

~~Note~~Affiliates Dof -the Corporate ~~Transactions~~General ~~with~~Partner ~~Affiliated~~receive 5% of gross receipts from the Partnership's ~~Parties~~property as compensation for providing property management services. The Partnership paid to such affiliates approximately $123,000 and $126,000 for the years ended December 31, 2009 and 2008, respectively, which is included in operating expenses.

~~The~~Affiliates of the Corporate General Partner charged the Partnership ~~has~~reimbursement noof accountable administrative expenses ~~employees~~amounting to approximately $85,000 and ~~depends~~$206,000 onfor the ~~Corporate~~years ~~General~~ended ~~Partner~~December 31, 2009 and ~~its~~2008, ~~affiliates~~respectively, ~~for the~~which ~~management~~is ~~and~~included ~~administration~~in ofgeneral ~~all~~and ~~Partnership~~administrative expenses ~~activities~~and investment property. The ~~Partnership~~portion of these reimbursements included ~~Agreement~~in ~~provides~~investment property for ~~(i)~~the ~~certain~~years ~~payments~~ended toDecember ~~affiliates~~31, ~~for~~2009 ~~services~~ and ~~(ii)~~2008 are ~~reimbursement~~charges offor ~~certain~~construction ~~expenses~~management ~~incurred~~services provided by ~~affiliates~~an affiliate of the ~~Corporate~~ Corporate General Partner onof ~~behalf~~approximately $57,000 and $158,000, respectively. At December 31, 2008 approximately $53,000 of ~~the~~reimbursements ~~Partnership~~were owed and are included in due to affiliates. No amounts were owed at December 31, 2009.

~~Affiliates~~During the years ended December 31, 2009 and 2008, AIMCO Properties, L.P., an affiliate of the Corporate General Partner advanced ~~receive~~the 5%Partnership ofapproximately ~~gross~~$365,000 ~~receipts~~and ~~from~~$1,222,000 ~~the~~to ~~Partnership's~~fund capital ~~property~~improvements asand ~~compensation~~real ~~for~~estate ~~providing~~taxes ~~property~~at ~~management~~Twin ~~services~~Lake Apartments. ~~The~~During the yearended December 31, 2009, the Partnership ~~paid~~repaid toAIMCO ~~such~~Properties, ~~affiliates~~L.P. approximately$285,000 which included approximately$~~126~~142,000 of accrued interest. No such payments were made during the year ended December 31, 2008. In accordance with the Partnership Agreement, interest was charged at prime plus 2% (5.25% at December 31, 2009). Interest expense was approximately$91,000 and $~~123~~58,000 for the ~~years~~ years ended December 31, 2009 and 2008, respectively. At December 31, 2009 and ~~2007~~2008, the total outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $1,764,000 and $1,593,000, respectively, ~~which~~and iswas included in due to affiliates. ~~operating~~The ~~expenses~~Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

~~Affiliates~~The ofPartnership ~~the~~insures ~~Corporate~~its ~~General~~property ~~Partner~~up to ~~charged~~certain ~~the~~limits ~~Partnership~~through ~~reimbursement~~coverage ofprovided ~~accountable~~by ~~administrative~~AIMCO ~~expenses~~which is generally ~~amounting~~self-insured tofor ~~approximately~~a ~~$206,000~~portion ~~and~~of ~~$138,000~~losses ~~for~~and ~~the~~liabilities ~~years~~related ~~ended~~to ~~December~~workers 31compensation, ~~2008~~property ~~and 2007~~casualty, ~~respectively, which is included in~~ general ~~and~~liability ~~administrative expenses~~ and ~~investment~~vehicle ~~property~~liability. The ~~portion of these reimbursements included~~ inPartnership ~~investment~~insures its property ~~for~~above the ~~years~~AIMCO ~~ended~~limits ~~December~~through ~~31, 2008 and 2007 are~~insurance ~~charges~~policies ~~for~~obtained ~~construction~~by ~~management~~AIMCO ~~services~~from ~~provided~~insurers byunaffiliated anwith ~~affiliate of~~ the Corporate General Partner. ofDuring ~~approximately~~the ~~$158,000~~years ~~and~~ended ~~$80,000, respectively. At~~ December 31, ~~2008~~2009 and ~~2007 approximately $53~~2008,~~000~~ ~~and $3,000, respectively, of reimbursements were owed and are included in due to affiliates. In connection with~~ the ~~2007 financing of the third mortgage debt encumbering the~~ Partnership ~~and~~ ~~its property, the Corporate General Partner~~ was ~~entitled to a fee of 1% of~~ ~~the~~charged ~~new~~by ~~debt~~AIMCO ~~obtained.~~and ~~Accordingly,~~its affiliates approximately $1177,000 ~~was~~and ~~paid during the~~$57,000, ~~year ended December 31~~respectively, ~~2007~~for ~~(see~~insurance ~~“Note~~coverage Band –fees ~~Mortgage~~associated ~~Notes~~with ~~Payable”)~~policy claims administration.

~~During~~In addition to its indirect ownership of the ~~years~~general ~~ended~~partner ~~December~~interests ~~31,~~in ~~2008~~the ~~and 2007~~Partnership, AIMCO and ~~Properties,~~its ~~L.P.,~~affiliates anowned ~~affiliate~~900,195 ofDUCs in the ~~Corporate~~Partnership ~~General~~representing ~~Partner advanced~~73.67% of the ~~Partnership~~outstanding ~~approximately~~DUCs ~~$1,222,000~~at ~~and~~December ~~$311~~31,~~000,~~ ~~respectively,~~2009. A tonumber of these DUCs were ~~fund~~acquired ~~capital~~pursuant ~~improvements~~to attender ~~Twin~~offers ~~Lake~~made ~~Apartments.~~by InAIMCO ~~accordance~~or ~~with~~its ~~the~~affiliates. It is ~~Partnership~~possible ~~Agreement,~~that ~~interest~~AIMCO ~~was~~or ~~charged~~its ataffiliates ~~prime~~will ~~plus~~acquire 2%additional ~~(5.25%~~DUCs atin ~~December~~exchange ~~31,~~for ~~2008).~~cash ~~Interest~~or ~~expense~~a ~~related~~combination toof ~~these~~cash ~~advances~~and ~~was~~units ~~approximately~~in ~~$58~~AIMCO Properties,~~000 and~~ $2L.P.,~~000~~ ~~for~~ the operating ~~years~~partnership ~~ended~~of ~~December 31~~AIMCO, ~~2008~~either ~~and~~through ~~2007,~~private ~~respectively.~~purchases Ator tender ~~December~~offers. Pursuant ~~31,~~to ~~2008~~the ~~and~~Partnership ~~2007~~Agreement, DUC holders holding a majority of the ~~total~~DUCs ~~outstanding~~are ~~advances~~entitled ~~and~~to ~~accrued~~take ~~interest due~~action with respect to ~~AIMCO~~a ~~Properties~~variety of matters that include, ~~L.P.~~but isare ~~approximately~~not $1limited to,~~593,000~~ ~~and~~voting ~~$313,000,~~on certain amendments to ~~respectively,~~the Partnership Agreement and isvoting ~~included~~to inremove ~~due~~the toCorporate ~~affiliates~~General Partner. As ~~The~~a ~~Partnership~~result ~~may~~of ~~receive additional~~its ~~advances~~ownership of ~~funds~~73.67% ~~from~~of ~~AIMCO~~the ~~Properties~~outstanding DUCs, AIMCO ~~L.P.~~and ~~although~~its ~~AIMCO Properties,~~affiliates ~~L.P.~~are isin ~~not~~a ~~obligated~~position to ~~provide~~control ~~such~~all ~~advances.~~voting ~~For~~decisions ~~more information~~with onrespect ~~AIMCO~~to ~~Properties,~~the LPartnership.~~P.,~~ ~~including~~Although ~~copies~~the ofCorporate ~~its~~General ~~audited~~Partner ~~balance~~owes fiduciary ~~sheet,~~duties ~~please see~~to ~~its~~the ~~reports~~limited ~~filed~~partners ~~with~~of the ~~Securities~~Partnership, ~~and~~the ~~Exchange~~Corporate General ~~Commission.~~Partner ~~Subsequent~~also owes fiduciary duties to AIMCO as its sole stockholder. As ~~December~~a 31result, ~~2008,~~the ~~additional~~duties ~~advances~~ of ~~approximately~~the ~~$10~~Corporate General Partner,~~000~~ ~~were~~as ~~received~~corporate general ~~from~~partner, ~~AIMCO~~to ~~Properties,~~the ~~L.P.~~Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to ~~cover~~AIMCO ~~operating~~as ~~expenses~~its sole stockholder.

~~The~~Note ~~Partnership~~E ~~insures~~– ~~its~~Investment ~~property~~Property ~~up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses~~ and ~~liabilities related to workers~~Accumulated compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Corporate General Partner. During the years ended December 31, 2008 and 2007, the Partnership was charged by AIMCO and its affiliates approximately $57,000 and $71,000, respectively, for insurance coverage and fees associated with policy claims administration.Depreciation

		Initial Cost
		To Partnership
		(in thousands)
			Buildings	Cost
			and Related	Capitalized
			Personal	Subsequent to
Description	Encumbrances	Land	Property	Acquisition
	(in thousands)			(in thousands)
Twin Lakes Apartments
Palm Harbor, Florida	$10,604	$1,928	$ 9,283	$4,418
Totals

Note E – Investment Property and Accumulated Depreciation

	Gross Amount At Which Carried
	At December 31, 2009
	(in thousands)
		Buildings
		and Related
		Personal		Accumulated	Date of	Date	Depreciable
Description	Land	Property	Total	Depreciation	Construction	Acquired	Life-Years
Twin Lakes
Apartments	$1,700	$13,929	$15,629	$ 8,542	1986	08/28/86	5-35

		Initial Cost
		To Partnership
		(in thousands)
			Buildings	Cost
			and Related	Capitalized
			Personal	Subsequent to
Description	Encumbrances	Land	Property	Acquisition
	(in thousands)			(in thousands)
Twin Lakes Apartments
Palm Harbor, Florida	$10,727	$1,928	$ 9,283	$4,147
Totals

Reconciliation of "Investment Property and Accumulated Depreciation":

	Gross Amount At Which Carried
	Years Ended December 31,
	At December 31, 2008
	2009	2008
	(in thousands)
		Buildings
Investment Property
		and Related
Balance at beginning of year	$ 15,358	$ 14,089
		Personal		Accumulated	Date of	Date	Depreciable
Property improvements and replacements	271	1,326
Description	Land	Property	Total	Depreciation	Construction	Acquired	Life-Years
Disposal of property	--	(57)
Twin Lakes
Balance at end of year	$ 15,629	$ 15,358
Apartments	$1,700	$13,658	$15,358	$ 7,756	1986	08/28/86	5-35
Accumulated Depreciation
Balance at beginning of year	$ 7,756	$ 7,144
Additions charged to expense	786	647
Disposal of property	--	(35)
Balance at end of year	$ 8,542	$ 7,756

~~Reconciliation~~The aggregate cost of ~~"Investment~~the ~~Property~~real estate for Federal income tax purposes at December 31, 2009 and 2008, is approximately ~~Accumulated~~$16,534,000 ~~Depreciation":~~and $16,200,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2009 and 2008 is approximately $12,081,000 and $11,520,000, respectively.

	Years Ended December 31,
	2008	2007
	(in thousands)
Investment Property
Balance at beginning of year	$ 14,089	$ 13,074
Property improvements and replacements	1,326	1,015
Disposal of property	(57)	--
Balance at end of year	$ 15,358	$ 14,089
Accumulated Depreciation
Balance at beginning of year	$ 7,144	$ 6,670
Additions charged to expense	647	474
Disposal of property	(35)	--
Balance at end of year	$ 7,756	$ 7,144

Note F – Casualty Events

~~The~~During ~~aggregate~~the ~~cost~~year ofended ~~the~~December ~~real~~31, ~~estate~~2008, ~~for~~Twin ~~Federal~~Lakes ~~income~~Apartments ~~tax~~suffered ~~purposes~~water atdamage as a result of several occurances of water pipe breaks in several of the Partnership’s apartment units. As of December 31, 2008, ~~and~~the ~~2007~~Partnership had incurred, isin total, approximately $1679,~~200,~~000 in capitalizable costs and approximately $1417,~~889,~~000, ~~respectively~~in clean up costs to repair the water damages incurred during the year. The ~~accumulated~~Partnership ~~depreciation~~did ~~taken~~not receive any insurance proceeds as the damages for ~~Federal~~the ~~income~~various ~~tax~~individual ~~purposes~~claims atdid ~~December~~not exceed ~~31,~~the ~~2008~~Partnership’s ~~and~~insurance ~~2007~~deductible. The Partnership recognized a casualty loss, which is included in operating expenses, of approximately $1116,~~520,~~000 during ~~and~~the year ended December 31, 2008 as a result of the write off of approximately $1116,~~008,~~000, ~~respectively~~of undepreciated property improvements and replacements.

~~Note~~During Fthe –year ended December 31, 2008, Twin ~~Casualty~~Lakes ~~Events~~Apartments suffered water damage as a result of a water pipe break in additional apartment units. The Partnership incurred approximately $32,000 in capitalizable costs related to this damage. The Partnership received insurance proceeds of approximately $27,000 for damages which includes approximately $5,000 for lost rental income. The Partnership recognized a casualty gain of approximately $16,000, which is included in operating expenses, during the year ended December 31, 2008 as a result of the write off of approximately $6,000 of undepreciated property improvements and replacements.

DuringNote theG year– ended December 31, 2008, Twin Lakes Apartments suffered water damage as a result of several occurances of water pipe breaks in several of the Partnership’s apartment units. As of December 31, 2008, the Partnership had incurred, in total, approximately $79,000 in capitalizable costs and approximately $17,000 in clean up costs to repair the water damages incurred during the year. It is not anticipated that the Partnership will receive any insurance proceeds as the damages for the various individual claims do not exceed the Partnership’s insurance deductible. The Partnership recognized a casualty loss, which is included in operating expenses, of approximately $16,000 during the year ended December 31, 2008 as a result of the write off of approximately $16,000 of undepreciated property improvements and replacements.Contingencies

~~During~~As ~~the~~previously ~~year~~disclosed, ~~ended~~AIMCO ~~December 31~~Properties, L.P. ~~2008~~and NHP Management Company, ~~Twin~~both affiliates of the Corporate General ~~Lakes~~Partner, ~~Apartments~~were ~~suffered~~defendants ~~water~~in ~~damage~~a lawsuit, filed as a ~~result~~collective action in August 2003 in the United States District Court for the District of aColumbia, ~~water~~alleging that ~~pipe~~they ~~break~~willfully inviolated the Fair Labor Standards Act (“FLSA”) by failing to ~~additional~~pay ~~apartment~~maintenance ~~units.~~workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The ~~Partnership~~plaintiffs ~~incurred~~also ~~approximately~~contended ~~$32~~that AIMCO Properties,~~000~~ L.P. inand NHP Management Company (“the Defendants”) failed to compensate ~~capitalizable~~maintenance ~~costs~~workers ~~related~~for time that they were required to ~~this~~be ~~damage~~"on-call" (“on-call claims”). In ~~The~~March ~~Partnership~~2007, ~~received~~the ~~insurance proceeds~~court in the District of ~~approximately~~Columbia ~~$27~~decertified the collective action. In July 2007,~~000~~ ~~for~~plaintiffs’ ~~damages~~counsel ~~which~~filed ~~includes~~individual ~~approximately~~cases $5in Federal court in 22 jurisdictions. In the second quarter of 2008,~~000~~ AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for ~~lost~~resolving ~~rental~~the ~~income.~~88 ~~The~~remaining ~~Partnership~~“on-call” ~~recognized~~claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a ~~casualty~~result, ~~gain~~the oflawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $1612,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment property. At this time, ~~which~~the is88 ~~included~~remaining in“on-call” claims ~~operating~~and ~~expenses~~the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, ~~during~~the parties will revisit settling the ~~year~~on-call claims. The ~~ended~~first two arbitrations took place in December ~~31,~~2009 ~~2008~~and asthe Defendants received a defense ~~result~~verdict ofagainst the ~~write~~first ~~off~~two claimants, and plaintiffs dismissed the claims of ~~approximately~~the ~~$6,000~~next two claimants. The remaining two arbitrations will take place in April 2010. The Corporate General Partner is uncertain as to the amount of ~~undepreciated~~any ~~property~~additional ~~improvements~~loss ~~and~~that ~~replacements~~may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

~~Note~~The GPartnership –is ~~Contingencies~~unaware of any other pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts will be dismissed. During the fourth quarter of 2008, the Partnership paid approximately $12,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment property. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The Corporate General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.Environmental

~~The~~Various ~~Partnership~~Federal, isstate ~~unaware~~and local laws subject property owners or operators to liability for management, and the costs of removal ~~any~~or ~~other~~remediation, of certain hazardous substances present on a property, ~~pending~~including lead-based paint. Such laws often impose liability without regard to whether the owner or ~~outstanding~~operator ~~litigation~~knew ~~matters~~of, ~~involving~~or itwas responsible for, the release or presence ~~its~~of ~~investment~~the hazardous substances. The presence of, or the failure to manage ~~property~~or ~~that~~remedy ~~are~~properly, ~~not~~hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a ~~routine~~property ~~nature~~could ~~arising~~result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the ~~ordinary~~cost ~~course~~of removal, remediation or disposal of hazardous ~~business~~substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

~~Environmental~~Mold

~~Various~~The ~~Federal,~~Partnership ~~state~~is ~~and~~aware ~~local~~of ~~laws~~lawsuits ~~subject~~against ~~property~~ owners ~~or operators to liability for management,~~ and ~~the~~managers ~~costs~~ of ~~removal~~ ormultifamily ~~remediation,~~properties ofasserting ~~certain~~claims ~~hazardous~~of ~~substances~~personal injury ~~present~~and ~~on a~~ property~~, including~~ ~~lead-based~~damage ~~paint.~~caused ~~Such~~by ~~laws often impose liability without regard to whether~~ the ~~owner~~presence orof ~~operator~~mold, ~~knew~~some of, orwhich ~~was~~have resulted ~~responsible~~in ~~for,~~substantial ~~the~~monetary ~~release~~judgments or ~~presence~~ ~~of the hazardous substances~~settlements. The ~~presence~~Partnership has ~~of,~~only orlimited ~~the~~insurance ~~failure~~coverage tofor ~~manage or~~property ~~remedy~~damage ~~properly,~~loss ~~hazardous~~claims ~~substances~~arising ~~may~~from the ~~adversely~~presence ~~affect~~of ~~occupancy~~mold ~~at affected~~and ~~apartment~~for ~~communities~~personal ~~and~~injury ~~the~~claims ~~ability~~related to ~~sell or finance affected properties~~mold exposure. Affiliates Inof ~~addition to~~ the ~~costs~~Corporate ~~associated~~General ~~with~~Partner have ~~investigation~~implemented ~~and~~policies, ~~remediation~~procedures, ~~actions~~third-party ~~brought~~audits byand ~~government~~training ~~agencies,~~ and the ~~potential~~Corporate ~~fines~~General orPartner ~~penalties~~believes ~~imposed~~that bythese ~~such~~measures ~~agencies~~will inprevent ~~connection~~or ~~therewith,~~eliminate ~~the~~mold ~~presence~~exposure ofand ~~hazardous~~will ~~substances~~minimize onthe aeffects ~~property~~that ~~could~~mold ~~result~~may inhave ~~claims by~~on ~~private~~residents. To ~~plaintiffs for personal injury~~date, ~~disease,~~the ~~disability~~Partnership orhas ~~other infirmities.~~not ~~Various~~incurred ~~laws~~any ~~also~~material ~~impose~~costs ~~liability~~or liabilities ~~for~~relating ~~the~~to ~~cost~~claims of ~~removal, remediation~~mold exposure or ~~disposal~~to ofabate ~~hazardous substances through a licensed disposal or~~mold ~~treatment facility~~conditions. Because ~~Anyone~~the ~~who~~law ~~arranges~~regarding ~~for~~mold ~~the~~is ~~disposal~~unsettled orand ~~treatment~~subject ofto ~~hazardous~~change ~~substances~~the isCorporate ~~potentially~~General ~~liable~~Partner ~~under~~can ~~such~~make ~~laws.~~no ~~These~~assurance ~~laws~~that ~~often~~liabilities ~~impose~~resulting ~~liability~~from ~~whether or not~~ the ~~person~~presence ~~arranging~~of ~~for the disposal ever owned~~ or ~~operated~~exposure ~~the~~to ~~disposal~~mold ~~facility.~~will Innot ~~connection~~have ~~with~~a ~~the ownership, operation~~material ~~and~~adverse ~~management~~effect ofon ~~its property,~~ the Partnership’s ~~could~~financial ~~potentially~~condition ~~be liable for environmental liabilities~~ or ~~costs~~results ~~associated with its property.~~ of operations.

~~Mold~~ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlementsNone. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Corporate General Partner have implemented policies, procedures, third-party audits and training and the Corporate General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Corporate General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.

~~ITEM~~Item 99A(T). ~~Changes~~Controls in and ~~Disagreements with Accountants on Accounting and Financial Disclosure~~ Procedures

~~None.~~(a) Disclosure Controls and Procedures

~~Item~~The 9APartnership’s management, with the participation of the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (Tas defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. ~~Controls~~Based on such evaluation, the principal executive officer and principal financial officer of the Corporate General Partner, who ~~Procedures~~are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

~~(a) Disclosure~~Management’s ~~Controls~~Report ~~and~~on Internal Control Over ~~Procedures~~Financial Reporting

The Partnership’s management, ~~with~~is ~~the~~responsible ~~participation~~for ofestablishing ~~the~~and ~~principal~~maintaining ~~executive~~adequate ~~officer~~internal ~~and~~control ~~principal~~over financial ~~officer~~ ofreporting. ~~the~~Internal ~~Corporate~~control ~~General~~over ~~Partner, who are the equivalent of the Partnership’s principal executive officer and principal~~ financial ~~officer,~~reporting ~~respectively,~~is ~~has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as~~ defined in ~~Rules~~ Rule 13a-15(ef) and 15d-15(ef) under the ~~Securities~~ Exchange Act ~~of 1934,~~ as ~~amended~~a ~~(the~~process ~~“Exchange~~designed ~~Act”))~~by, asor under of the ~~end~~supervision of ~~the period covered by this report. Based on such evaluation~~, the principal executive ~~officer~~ and principal financial officers ~~officer~~ of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, ~~have~~and ~~concluded~~effected ~~that,~~by asthe ofPartnership’s management and other personnel to provide reasonable assurance regarding the ~~end~~reliability of ~~such~~ ~~period,~~financial reporting and the ~~Partnership’s~~preparation ~~disclosure~~of ~~controls~~financial statements for external purposes in accordance with generally accepted accounting principles and ~~procedures~~includes ~~are~~those policies and ~~effective.~~ procedures that:

~~Management’s~~· pertain ~~Report~~to onthe maintenance ~~Internal~~of ~~Control~~records ~~Over~~that in reasonable detail accurately and fairly reflect ~~Financial~~the ~~Reporting~~transactions and dispositions of assets;

~~The~~· provide ~~Partnership’s management is responsible~~reasonable ~~for~~assurance ~~establishing~~that ~~and~~transactions ~~maintaining~~are ~~adequate~~recorded ~~internal~~as ~~control~~necessary ~~over~~to ~~financial reporting.~~permit ~~Internal~~preparation ~~control over~~ of financial ~~reporting~~statements ~~is defined~~ in ~~Rule 13a-15(f)~~accordance ~~and~~with ~~15d-15(f)~~generally ~~under~~accepted ~~the Exchange Act as a process designed by, or~~accounting ~~under the supervision of~~principles, ~~the~~and ~~principal~~that ~~executive~~receipts and ~~principal~~expenditures ~~financial officers of the Corporate General Partner, who~~ are ~~the~~being ~~equivalent~~made ofonly ~~the Partnership’s~~in ~~principal executive officer and principal financial officer,~~accordance ~~respectively,~~with ~~and~~authorizations ~~effected~~of by the Partnership’s management; and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

· ~~pertain~~provide ~~to the~~reasonable ~~maintenance~~assurance regarding prevention or timely detection of ~~records~~unauthorized ~~that~~acquisition, use inor ~~reasonable~~disposition ~~detail~~of ~~accurately~~assets ~~and~~that ~~fairly~~could ~~reflect the~~have ~~transactions~~a ~~and~~material ~~dispositions~~effect ofon ~~assets;~~the financial statements.

~~· provide~~Because ~~reasonable~~of its inherent limitations, internal ~~assurance~~control ~~that~~over ~~transactions~~financial ~~are~~reporting ~~recorded~~may asnot ~~necessary~~prevent toor ~~permit~~detect ~~preparation~~misstatements. Projections of ~~financial~~ ~~statements~~any inevaluation ~~accordance~~of ~~with~~effectiveness ~~generally~~to ~~accepted~~future ~~accounting~~periods are subject to ~~principles,~~the ~~and~~risks that ~~receipts~~controls ~~and~~may ~~expenditures~~become ~~are~~inadequate ~~being~~because ~~made~~of ~~only~~changes in ~~accordance~~conditions, ~~with~~or ~~authorizations~~that the degree of compliance with the ~~Partnership’s~~policies ~~management;~~or ~~and~~procedures may deteriorate.

~~· provide~~The ~~reasonable~~Partnership’s ~~assurance~~management ~~regarding~~assessed ~~prevention~~the oreffectiveness ~~timely~~of ~~detection~~the Partnership’s internal control over financial reporting as of ~~unauthorized~~December ~~acquisition~~31, 2009. In making this assessment, ~~use~~the orPartnership’s ~~disposition~~management ofused ~~assets~~the ~~that~~criteria ~~could~~set ~~have~~forth aby ~~material~~the ~~effect~~Committee onof Sponsoring Organizations of the ~~financial~~Treadway Commission (COSO) in Internal ~~statements~~Control-Integrated Framework.

~~Because~~Based ofon ~~its~~their ~~inherent limitations~~assessment, ~~internal control~~the ~~over financial reporting may not prevent or detect misstatements.~~Partnership’s ~~Projections~~management ofconcluded ~~any evaluation of effectiveness to future periods are subject to the risks~~ that, ~~controls~~as ~~may become inadequate because~~ of ~~changes~~December in31, ~~conditions~~2009, or ~~that~~ the ~~degree~~Partnership’s ofinternal control ~~compliance~~over ~~with~~financial ~~the~~reporting ~~policies~~is ~~or procedures may deteriorate~~effective.

~~The~~This ~~Partnership’s management~~annual ~~assessed~~report ~~the~~does ~~effectiveness~~not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. asManagement’s ofreport ~~December~~was ~~31,~~not subject ~~2008. In~~to ~~making~~the ~~this~~attestation ~~assessment,~~ by the Partnership’s ~~management~~registered ~~used~~public ~~the~~accounting firm ~~criteria~~pursuant ~~set~~to ~~forth~~temporary byrules of the ~~Committee~~Securities ~~of Sponsoring~~and ~~Organizations~~Exchange ofCommission that permit the ~~Treadway~~Partnership ~~Commission~~to ~~(COSO)~~provide only management’s report in ~~Internal Control-Integrated~~this ~~Framework~~annual report.

~~Based~~(b) Changes onin ~~their~~Internal ~~assessment, the Partnership’s~~Control ~~management~~Over ~~concluded~~Financial ~~that, as of December 31, 2008, the Partnership’s internal control over financial reporting is effective~~Reporting.

~~This~~There ~~annual~~has ~~report~~been ~~does~~no ~~not~~change ~~include~~in ~~an attestation report of~~ the Partnership’s ~~registered public accounting firm~~ ~~regarding~~ internal control over financial reporting. ~~Management’s~~(as ~~report~~defined ~~was~~in ~~not subject~~Rules to13a-15(f) ~~the~~and 15d-15(f) ~~attestation~~under by the ~~Partnership’s~~Exchange ~~registered~~Act) ~~public~~during ~~accounting firm~~the ~~pursuant~~fourth toquarter ~~temporary rules~~ of ~~the~~2009 ~~Securities~~that ~~and~~has materially ~~Exchange~~affected, ~~Commission~~or ~~that permit~~is ~~the~~reasonably ~~Partnership~~likely to ~~provide~~materially ~~only~~affect, ~~management~~the Partnership’s ~~report~~internal incontrol ~~this~~over ~~annual report~~financial reporting.

~~(b) Changes~~Item in9B. ~~Internal~~Other ~~Control Over Financial Reporting.~~Information

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2008 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reportingNone.

~~Item~~PART ~~9B. Other Information~~III

~~None~~Item 10. Directors, Executive Officers and Corporate Governance

~~PART~~U.S. ~~III~~Realty Partnership (the “Partnership” or the “Registrant”) has no officers or directors. U.S. Realty I Corporation (the “Corporate General Partner”) manages and controls substantially all of the Partnership’s affairs and has general responsibility in all matters affecting its business.

~~Item~~The ~~10.~~names ~~Directors~~and ages of, ~~Executive~~as ~~Officers~~well as the positions and offices held by, the present directors and officers of the Corporate ~~Governance~~General Partner are set forth below. There are no family relationships between or among any officers or directors.

U.S. Realty Partnership (the “Partnership” or the “Registrant”) has no officers or directors. U.S. Realty I Corporation (the “Corporate General Partner”) manages and controls substantially all of the Partnership’s affairs and has general responsibility in all matters affecting its business.

Name	Age	Position

Steven D. Cordes	38	Director and Senior Vice President
John Bezzant	47	Director and Senior Vice President
Timothy J. Beaudin	51	President and Chief Operating Officer
Ernest M. Freedman	39	Executive Vice President and Chief Financial Officer
Lisa R. Cohn	41	Executive Vice President, General Counsel and Secretary
Paul Beldin	36	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	48	Senior Director of Partnership Accounting

~~The~~Steven ~~names~~D. ~~and~~Cordes ~~ages~~was ~~of,~~appointed as ~~well~~a asDirector of the ~~positions~~ ~~and~~Corporate ~~offices~~General ~~held~~Partner byeffective March 2, ~~the~~2009. Mr. ~~present~~Cordes ~~directors~~has been ~~and~~a ~~officers~~Senior Vice President of the Corporate General Partner ~~are~~and ~~set~~AIMCO ~~forth~~since May ~~below~~2007. Mr. ~~There~~Cordes ~~are~~joined noAIMCO ~~family~~in ~~relationships~~2001 as a Vice President of Capital ~~between~~Markets orwith ~~among~~responsibility ~~any~~for ~~officers~~AIMCO’s orjoint ~~directors~~ventures and equity capital markets activity. Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers. Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership. Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

Name	Age	Position
Steven D. Cordes	37	Director and Senior Vice President
Harry G. Alcock	46	Director and Executive Vice President
Timothy J. Beaudin	50	President and Chief Operating Officer
David R. Robertson	43	President and Chief Financial Officer
Lisa R. Cohn	40	Executive Vice President, General Counsel and Secretary
Patti K. Fielding	45	Executive Vice President – Securities and Debt; Treasurer
Paul Beldin	35	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	47	Vice President

John Bezzant was appointed as a Director of the Corporate General Partner effective December 16, 2009. Mr. Bezzant has been a Senior Vice President of the Corporate General Partner and AIMCO since joining AIMCO in June 2006. Prior to joining AIMCO, from 2005 to June 2006, Mr. Bezzant was a First Vice President at Prologis, a Denver, Colorado-based real estate investment trust, and from 1986 to 2005, Mr. Bezzant served as Vice President, Asset Management at Catellus Development Corporation, a San Francisco, California-based real estate investment trust. Mr. Bezzant brings particular expertise to the Board in the areas of real estate finance, property operations, sales and development.

~~Steven~~Timothy DJ. ~~Cordes~~Beaudin was appointed asPresident and aChief ~~Director~~ Operating Officer of AIMCO and the Corporate General Partner ~~effective~~in February ~~March 2,~~ 2009. ~~Mr.~~He ~~Cordes~~joined ~~has been~~AIMCO aand ~~Senior Vice President of~~ the Corporate General Partner as Executive Vice President and ~~AIMCO~~Chief ~~since May~~Development ~~2007. Mr.~~Officer ~~Cordes~~in ~~was~~October 2005 and was appointed ~~Senior~~Executive Vice President –and ~~Structured~~Chief Property Operating Officer of the ~~Equity~~Corporate General Partner and AIMCO in ~~May~~October ~~2007~~2008. Mr. ~~Cordes~~Beaudin ~~joined~~oversees conventional ~~AIMCO~~and inaffordable ~~2001~~property asoperations, atransactions, ~~Vice~~asset ~~President of~~management, ~~Capital~~and ~~Markets~~redevelopment ~~with~~and ~~responsibility~~construction services for AIMCO’s ~~joint ventures~~ and ~~equity capital~~the ~~markets~~Corporate ~~activity~~General Partner. Prior to joining AIMCO and beginning in 1995, Mr. ~~Cordes~~Beaudin was with aCatellus ~~manager in~~Development ~~the~~Corporation. During ~~financial~~his ~~consulting~~last ~~practice~~five ofyears ~~PricewaterhouseCoopers. Effective~~at ~~March 2009~~Catellus, Mr. ~~Cordes~~Beaudin ~~was~~served ~~appointed to serve~~ as ~~the~~Executive ~~equivalent~~Vice ofPresident, ~~the~~with ~~chief~~management ~~executive~~responsibility ~~officer~~for ofdevelopment, ~~the~~construction ~~Partnership~~and asset management.

~~Harry~~Ernest GM. ~~Alcock~~Freedman was appointed ~~as a Director~~Executive ofVice ~~the~~President ~~Corporate General Partner in October 2004~~ and ~~was~~Chief ~~appointed~~Financial ~~Executive Vice~~Officer ~~President~~ of the Corporate General Partner ~~in February 2004~~ and ~~has been~~ ~~Executive Vice President of~~ AIMCO ~~since~~in ~~October~~November ~~1999~~2009. Mr. ~~Alcock~~Freedman ~~has~~joined ~~had responsibility~~AIMCO ~~for~~in ~~acquisition~~2007 ~~and~~as ~~financing~~Senior ~~activities~~Vice President of ~~AIMCO~~Financial ~~since~~Planning ~~July 1994,~~and ~~serving~~Analysis and has served as ~~Vice~~Senior Vice President ~~from~~of ~~July~~Finance ~~1996~~since toFebruary ~~October~~2009, ~~1997~~responsible ~~and~~for asfinancial ~~Senior~~planning, ~~Vice~~tax, ~~President~~accounting ~~from~~and ~~October~~related ~~1997~~areas. Prior to ~~October~~joining ~~1999.~~AIMCO, ~~Mr.~~from ~~Alcock~~2004 ~~focuses on~~to ~~transactions~~2007, ~~related~~Mr. toFreedman ~~AIMCO’s~~served ~~portfolio~~as ofchief ~~properties~~financial inofficer ~~the western portion~~ of ~~the~~HEI ~~United~~Hotels ~~States~~and Resorts.

~~Timothy~~Lisa JR. ~~Beaudin~~Cohn was appointed Executive ~~Vice~~ Vice President, ~~and Chief Development Officer of the Corporate~~ General ~~Partner and~~Counsel ~~AIMCO in October 2005~~ and ~~was~~Secretary ~~appointed Executive Vice President and Chief Property Operating Officer~~ of the Corporate General Partner and AIMCO in ~~October 2008~~December 2007. ~~Mr.~~From ~~Beaudin~~January ~~was~~2004 ~~promoted~~ to ~~President~~December ~~and~~2007, ~~Chief Operating Officer of AIMCO in February 2009~~Ms. ~~Mr. Beaudin oversees conventional and affordable~~Cohn ~~property~~served ~~operations~~as ~~and~~Senior ~~information~~Vice ~~technology,~~President ~~in addition to redevelopment~~ and ~~construction~~ ~~services. He~~Assistant isGeneral ~~also~~Counsel ~~responsible~~of ~~for asset management for~~AIMCO. ~~conventional properties~~Ms. ~~Prior~~ toCohn ~~joining~~joined AIMCO ~~and beginning~~ in ~~1995,~~July ~~Mr. Beaudin~~2002 ~~was~~as ~~with~~Vice ~~Catellus~~President ~~Development~~and ~~Corporation,~~Assistant ~~a San Francisco,~~General ~~California-based real estate investment trust~~Counsel. ~~During~~Prior ~~his~~to ~~last~~joining ~~five years at Catellus~~AIMCO, MrMs. ~~Beaudin~~Cohn ~~served~~was asin ~~Executive~~private ~~Vice~~practice ~~President,~~ with ~~management~~the law ~~responsibility~~firm ~~for~~of ~~development, construction~~Hogan and ~~asset~~Hartson ~~management~~LLP.

~~Lisa~~Paul R.Beldin ~~Cohn~~joined ~~was~~AIMCO ~~appointed~~in ~~Executive~~May ~~Vice~~2008 and has ~~President,~~served ~~General~~as ~~Counsel~~Senior Vice President and ~~Secretary~~Chief Accounting Officer of ~~the~~AIMCO and the Corporate General Partner ~~and AIMCO~~since inthat ~~December 2007~~time. ~~From~~Prior ~~January 2004~~ to ~~December~~joining ~~2007~~AIMCO, MsMr. ~~Cohn~~ Beldin served as ~~Senior~~controller ~~Vice~~and ~~President~~then ~~and~~as ~~Assistant~~chief ~~General~~financial ~~Counsel~~officer of ~~AIMCO.~~ America First MsApartment Investors, Inc., ~~Cohn~~a ~~joined~~publicly ~~AIMCO~~traded inmultifamily ~~July~~real ~~2002~~estate asinvestment trust, ~~Vice~~from ~~President~~May ~~and~~2005 ~~Assistant~~to ~~General~~September 2007 when the company was acquired by Sentinel ~~Counsel~~Real Estate Corporation. Prior to joining ~~AIMCO~~America First Apartment Investors, MsInc., ~~Cohn~~Mr. Beldin was ina ~~private~~senior ~~practice~~manager ~~with~~at ~~the~~Deloitte and Touche LLP, ~~law~~where ~~firm~~he ofwas ~~Hogan~~employed ~~and~~from ~~Hartson~~August ~~LLP~~1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

~~Patti~~Stephen KB. ~~Fielding~~Waters was appointed ~~Executive~~Senior ~~Vice~~Director ~~President~~of -Partnership ~~Securities~~Accounting ~~and~~of ~~Debt~~AIMCO ofand the Corporate General Partner in ~~February~~June ~~2004 and of AIMCO in February 2003~~2009. MsMr. ~~Fielding~~Waters ~~was~~has ~~appointed Treasurer~~responsibility offor partnership accounting with AIMCO and serves as the ~~Corporate~~principal ~~General~~financial ~~Partner~~officer inof ~~January~~the ~~2005~~Corporate General Partner. MsMr. ~~Fielding~~ isWaters ~~responsible~~joined ~~for~~AIMCO ~~debt~~as ~~financing~~a ~~and~~Director ~~the~~of ~~treasury~~Real ~~department.~~ Estate Accounting ~~Ms.~~in ~~Fielding~~September ~~previously~~1999 ~~served~~and aswas ~~Senior~~appointed Vice President -of ~~Securities~~the ~~and~~Corporate ~~Debt of~~General ~~AIMCO~~Partner ~~from~~and ~~January~~AIMCO ~~2000~~in toApril ~~February 2003~~2004. ~~Ms.~~Prior ~~Fielding~~to ~~joined~~joining AIMCO, ~~in February~~Mr. ~~1997~~Waters aswas a senior ~~Vice~~manager ~~President~~at Ernst & Young LLP.

~~David~~The R.Registrant ~~Robertson~~is ~~was~~not ~~appointed~~aware ~~President and Chief Investment Officer~~ of ~~AIMCO in February 2009, and on March 1, 2009, he also became Chief Financial Officer of AIMCO and~~ the ~~Corporate General~~ ~~Partner. Mr.~~involvement ~~Robertson joined AIMCO as Executive Vice President~~ in ~~February~~ ~~2002~~any ~~and~~legal ~~has~~proceedings ~~served~~with asrespect ~~Chief Investment Officer since March 2007. In addition~~ to ~~serving~~the asdirectors ~~AIMCO’s chief financial officer, Mr. Robertson is responsible for portfolio strategy, capital allocation, investments, joint ventures, asset management~~ and ~~transaction activities. Since February~~executive ~~1996,~~officers ~~Mr.~~listed ~~Robertson~~in ~~has~~this ~~served~~Item ~~as Chairman of Robeks Corporation, a 150-unit privately held chain of specialty food stores that he founded~~10.

~~Paul~~One ~~Beldin~~or ~~was~~more ~~appointed~~of ~~Senior~~the ~~Vice~~above persons are also ~~President~~directors and/or ~~Chief~~officers ~~Accounting~~of ~~Officer~~a ofgeneral ~~AIMCO~~partner ~~and~~(or ~~the~~general ~~Corporate~~partner ~~General~~of a general ~~Partner~~partner) inof ~~May~~limited ~~2008. Mr.~~partnerships ~~Beldin~~which ~~joined~~either ~~AIMCO~~have ina ~~May~~class ~~2008. Prior~~of tosecurities ~~that,~~registered ~~Mr.~~pursuant ~~Beldin~~to ~~served~~Section as12(g) ~~controller~~of ~~and~~the ~~then~~Securities asExchange ~~chief~~Act ~~financial~~of ~~officer~~1934, ofor ~~America~~are ~~First~~subject ~~Apartment~~to ~~Investors,~~the ~~Inc.,~~reporting arequirements ~~publicly~~of ~~traded~~Section ~~multifamily~~15(d) ~~real estate~~of ~~investment~~such ~~trust~~Act. Further, one ~~from~~or ~~May~~more ~~2005~~of tothe ~~September~~above ~~2007~~persons ~~when~~are ~~the~~also ~~company~~officers ~~was acquired~~of byApartment ~~Sentinel~~Investment ~~Real~~and Management ~~Estate~~Company ~~Corporation. Prior~~and tothe ~~joining~~general ~~America First~~partner ~~Apartment~~of ~~Investors~~AIMCO Properties, ~~Inc~~L.P., ~~Mr.~~entities that ~~Beldin~~have ~~was~~ a ~~senior~~class ~~manager~~of atsecurities ~~Deloitte~~registered ~~and Touche~~pursuant ~~LLP,~~to ~~where~~Section he12(g) ~~was~~of ~~employed~~the Securities ~~from~~Exchange ~~August~~Act ~~1996~~of ~~to May 2005~~1934, ~~including~~or ~~two years~~are assubject anto ~~audit~~the ~~manager~~reporting inrequirements ~~SEC~~of Section ~~services~~15 at(d) ~~Deloitte’s~~of ~~national office~~such Act.

~~Stephen~~The B.board ~~Waters~~of ~~was~~directors ~~appointed Vice President~~ of the Corporate General Partner ~~and~~does ~~AIMCO~~not inhave ~~April~~a ~~2004~~separate audit committee. ~~Mr. Waters~~ ~~previously~~As ~~served~~such, asthe aboard ~~Director~~of directors of ~~Real~~the ~~Estate~~Corporate ~~Accounting~~General ~~since~~Partner ~~joining AIMCO~~fulfills inthe ~~September~~functions ~~1999. Mr.~~of ~~Waters~~an ~~has~~audit committee. ~~responsibility~~The ~~for~~board ~~partnership accounting~~of ~~with~~directors ~~AIMCO~~has ~~and~~determined ~~serves~~that asSteven ~~the~~D. ~~principal~~Cordes ~~financial~~meets ~~officer~~the requirement of ~~the Corporate~~an ~~General~~"audit ~~Partner~~committee financial expert".

~~One~~The ~~or more of the above persons are also~~ directors and~~/or~~ officers of athe ~~general partner (or general partner of a general~~Corporate ~~partner)~~General ofPartner ~~limited~~with ~~partnerships~~authority ~~which~~over ~~either have a class of securities registered pursuant to Section 12(g) of~~ the ~~Securities~~Partnership ~~Exchange Act of 1934, or~~ are ~~subject~~all toemployees ~~the reporting requirements~~ of subsidiaries ~~Section 15(d)~~ of ~~such Act~~AIMCO. ~~Further, one~~AIMCO orhas ~~more~~adopted ofa ~~the~~code ~~above~~of ~~persons~~ethics ~~are~~that ~~also~~applies ~~officers~~to ~~of Apartment Investment and~~such ~~Management~~directors ~~Company~~ and ~~the~~officers ~~general partner of AIMCO Properties, L.P., entities~~ that ~~have~~is aposted ~~class~~on ofAIMCO's ~~securities~~website ~~registered pursuant to Section 12~~(gwww.AIMCO.com) ~~of the~~. ~~Securities~~AIMCO's ~~Exchange~~website ~~Act~~is ofnot ~~1934,~~incorporated orby ~~are~~reference ~~subject~~ to ~~the reporting requirements of~~this ~~Section 15 (d) of such Act~~filing.

~~The~~Item ~~board of directors of the Corporate General Partner does not have a separate audit committee~~11. AsExecutive such, the board of directors of the Corporate General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".Compensation

~~The~~None of the directors and officers of the ~~Corporate~~ Corporate General Partner ~~with~~received ~~authority~~any ~~over~~remuneration from the Partnership ~~are all employees of~~during ~~subsidiaries~~the ofyear ~~AIMCO.~~ended ~~AIMCO~~December ~~has~~31, ~~adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www~~2009.~~AIMCO.com). AIMCO's website is not incorporated by reference to this filing.~~

Item 1112. ~~Executive~~Security ~~Compensation~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~None~~Except ofas ~~the~~noted ~~directors~~below, ~~and~~no ~~officers~~person ofor ~~the~~entity ~~Corporate~~was ~~General~~known ~~Partner~~by ~~received~~the ~~any~~Partnership ~~remuneration~~to ~~from~~be the ~~Partnership~~beneficial ~~during~~ owner of more than 5% of the Depositary ~~year~~Unit ~~ended~~Certificates (“DUCs”) as of December 31, ~~2008~~2009.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Entity	Number of DUCs	Percentage
AIMCO Properties, L.P.	900,195	73.67%
(an affiliate of AIMCO)

~~Except~~AIMCO ~~as noted below~~Properties, noL.P. ~~person~~is orultimately ~~entity was~~owned ~~known~~ by AIMCO. Its ~~the~~business ~~Partnership~~address tois be4582 ~~the~~S. ~~beneficial~~Ulster ~~owner~~St. ofParkway, ~~more~~Suite ~~than 5% of the~~1100, ~~Depositary Unit Certificates (“DUCs”) as of December 31~~Denver, ~~2008.~~Colorado 80237.

Entity	Number of DUCs	Percentage
AIMCO Properties, L.P.	900,195	73.67%
(an affiliate of AIMCO)

No director or officer of the Corporate General Partner owns any DUCs.

NoThe ~~director~~Partnership orhas ~~officer~~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 ~~owns~~on ~~any~~behalf ~~DUCs~~of the Partnership.

~~Item~~Affiliates 13of the Corporate General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. ~~Certain~~The Partnership ~~Relationships~~paid to such affiliates approximately $123,000 and ~~Related~~$126,000 ~~Transactions~~for the years ended December 31, 2009 and ~~Director~~2008, ~~Independence~~respectively, which is included in operating expenses.

~~Affiliates~~During the years ended December 31, 2009 and 2008, AIMCO Properties, L.P., an affiliate of the Corporate General Partner advanced ~~receive~~the 5%Partnership ofapproximately ~~gross~~$365,000 ~~receipts~~and ~~from~~$1,222,000 ~~the~~to ~~Partnership's~~fund capital ~~property~~improvements asand ~~compensation~~real ~~for~~estate ~~providing~~taxes ~~property~~at ~~management~~Twin ~~services~~Lake Apartments. ~~The~~During the yearended December 31, 2009, the Partnership ~~paid~~repaid toAIMCO ~~such~~Properties, ~~affiliates~~L.P. approximately$285,000 which included approximately$142,000 of accrued interest. No such payments were made during the year ended December 31, 2008. In accordance with the Partnership Agreement, interest was charged at prime plus 2% (5.25% at December 31, 2009). Interest expense was approximately$~~126~~91,000 and $~~123~~58,000 for the ~~years~~ years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively. At December 31, ~~which~~2009 isand 2008, the total outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $1,764,000 and $1,593,000, respectively, and was included in due to affiliates. The Partnership may receive additional ~~operating~~advances ~~expenses~~of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

~~Affiliates~~The ofPartnership ~~the~~insures ~~Corporate~~its ~~General~~property ~~Partner~~up to ~~charged~~certain ~~the~~limits ~~Partnership~~through ~~reimbursement~~coverage ofprovided ~~accountable~~by ~~administrative~~AIMCO ~~expenses~~which is generally ~~amounting~~self-insured tofor ~~approximately~~a ~~$206,000~~portion ~~and~~of ~~$138,000~~losses ~~for~~and ~~the~~liabilities ~~years~~related ~~ended~~to ~~December~~workers 31compensation, ~~2008~~property ~~and 2007~~casualty, ~~respectively, which is included in~~ general ~~and~~liability ~~administrative expenses~~ and ~~investment~~vehicle ~~property~~liability. ~~The~~ ~~portion of these reimbursements~~The ~~included~~Partnership ininsures ~~investment~~its property ~~for~~above the ~~years~~AIMCO ~~ended~~limits ~~December~~through ~~31, 2008 and 2007~~insurance ~~are~~policies ~~charges~~obtained ~~for~~by ~~construction~~AIMCO ~~management~~from ~~services~~insurers ~~provided~~unaffiliated bywith ~~an affiliate of~~ the Corporate General Partner. ofDuring ~~approximately~~the ~~$158~~years ended December 31,~~000~~ 2009 and ~~$80~~2008,~~000,~~ ~~respectively. At~~the ~~December~~Partnership ~~31,~~was charged ~~2008~~by AIMCO and ~~2007,~~its affiliates approximately $5377,000 and $357,000, respectively, of ~~reimbursements~~for ~~were~~insurance ~~owed~~coverage and ~~are~~fees ~~included~~associated ~~in due to affiliates. In connection~~ with ~~the~~policy ~~2007 financing of the third mortgage debt encumbering the Partnership~~claims ~~and its property, the Corporate General Partner was entitled to a fee of 1% of the new debt obtained~~administration. ~~Accordingly, approximately $11,000 was paid during the year ended December 31, 2007.~~

~~During~~In addition to its indirect ownership of the ~~years~~general ~~ended~~partner ~~December~~interests ~~31,~~in ~~2008~~the ~~and 2007~~Partnership, AIMCO and ~~Properties,~~its ~~L.P.,~~affiliates anowned ~~affiliate~~900,195 ofDUCs in the ~~Corporate~~Partnership ~~General~~representing ~~Partner advanced~~73.67% of the ~~Partnership~~outstanding ~~approximately~~DUCs ~~$1,222,000~~at ~~and~~December ~~$311~~31,~~000,~~ ~~respectively,~~2009. A tonumber of these DUCs were ~~fund~~acquired ~~capital~~pursuant ~~improvements~~to attender ~~Twin~~offers ~~Lake~~made ~~Apartments.~~by InAIMCO ~~accordance~~or ~~with~~its ~~the~~affiliates. It is ~~Partnership~~possible ~~Agreement,~~that ~~interest~~AIMCO ~~was~~or ~~charged~~its ataffiliates ~~prime~~will ~~plus~~acquire 2%additional ~~(5.25%~~DUCs atin ~~December~~exchange ~~31,~~for ~~2008).~~cash ~~Interest~~or ~~expense~~a ~~related~~combination toof ~~these~~cash ~~advances~~and ~~was~~units ~~approximately~~in ~~$58~~AIMCO Properties,~~000 and~~ $2L.P.,~~000~~ ~~for~~ the operating ~~years~~partnership ~~ended~~of ~~December 31~~AIMCO, ~~2008~~either ~~and~~through ~~2007,~~private ~~respectively.~~purchases Ator tender ~~December~~offers. Pursuant ~~31,~~to ~~2008~~the ~~and~~Partnership ~~2007~~Agreement, DUC holders holding a majority of the ~~total~~DUCs ~~outstanding~~are ~~advances~~entitled ~~and~~to ~~accrued~~take ~~interest due~~action with respect to ~~AIMCO~~a ~~Properties~~variety of matters that include, ~~L.P.~~but isare ~~approximately~~not $1limited to,~~593,000~~ ~~and~~voting ~~$313,000,~~on certain amendments to ~~respectively,~~the Partnership Agreement and isvoting ~~included~~to inremove ~~due~~the toCorporate ~~affiliates~~General Partner. As ~~The~~a ~~Partnership~~result ~~may~~of ~~receive additional~~its ~~advances~~ownership of ~~funds~~73.67% ~~from~~of ~~AIMCO~~the ~~Properties~~outstanding DUCs, AIMCO ~~L.P.~~and ~~although~~its ~~AIMCO Properties,~~affiliates ~~L.P.~~are isin ~~not~~a ~~obligated~~position to ~~provide~~control ~~such~~all ~~advances.~~voting ~~For~~decisions ~~more information~~with onrespect ~~AIMCO~~to ~~Properties,~~the LPartnership.~~P.,~~ ~~including~~Although ~~copies~~the ofCorporate ~~its~~General ~~audited~~Partner ~~balance~~owes fiduciary ~~sheet,~~duties ~~please see~~to ~~its~~the ~~reports~~limited ~~filed~~partners ~~with~~of the ~~Securities~~Partnership, ~~and~~the ~~Exchange~~Corporate General ~~Commission.~~Partner ~~Subsequent~~also owes fiduciary duties to AIMCO as its sole stockholder. As ~~December~~a 31result, ~~2008,~~the ~~additional~~duties ~~advances~~ of ~~approximately~~the ~~$10~~Corporate General Partner,~~000~~ ~~were~~as ~~received~~corporate general ~~from~~partner, ~~AIMCO~~to ~~Properties,~~the ~~L.P.~~Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to ~~fund~~AIMCO ~~operating~~as ~~expenses~~its sole stockholder.

~~The~~Item Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability14. ~~The Partnership~~Principal ~~insures~~Accounting ~~its~~Fees ~~property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Corporate General Partner. During the years ended December 31, 2008~~ and ~~2007, the Partnership was charged by AIMCO and its affiliates approximately $57,000 and $71,000, respectively, for insurance coverage and fees associated with policy claims administration.~~Services

InThe addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 900,195 DUCs in the Partnership representing 73.67% of the outstanding DUCs at December 31, 2008. A number of these DUCs were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional DUCs 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, DUC holders holding a majority of the DUCs 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~~ ahas ~~result of its ownership of 73.67% of the outstanding DUCs,~~reappointed ~~AIMCO~~Ernst ~~and~~& ~~its~~Young ~~affiliates~~LLP ~~are~~as inindependent aauditors ~~position~~ to ~~control~~audit ~~all voting decisions with respect to~~ the ~~Partnership.~~financial ~~Although the Corporate General Partner owes~~statements ~~fiduciary duties to the limited partners~~ of the Partnership, ~~the~~for ~~Corporate General~~2010. ~~Partner~~The ~~also~~aggregate ~~owes~~fees ~~fiduciary~~billed ~~duties~~for toservices ~~AIMCO~~rendered ~~as its sole stockholder. As~~by aErnst ~~result,~~& ~~the~~Young ~~duties~~LLP offor ~~the~~2009 ~~Corporate General Partner, as corporate general partner, to the Partnership~~ and ~~its~~2008 ~~limited~~are ~~partners~~described ~~may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder~~below.

~~Neither~~Audit ofFees. Fees ~~the~~for ~~Corporate~~audit ~~General~~services ~~Partner’s~~totaled ~~directors~~approximately is$38,000 ~~independent~~and ~~under~~$44,000 ~~the independence standards established~~ for ~~New York~~2009 ~~Stock~~and ~~Exchange~~2008, ~~listed~~respectively. ~~companies~~Fees asfor audit ~~both~~services ~~directors~~also ~~are~~include ~~employed~~fees byfor the ~~parent~~ reviews of the ~~Corporate~~Partnership's ~~General~~Quarterly Reports ~~Partner~~on Form 10-Q.

~~Item~~Tax 14Fees. Fees ~~Principal~~for ~~Accounting~~tax ~~Fees~~services ~~and~~totaled approximately ~~Services~~$7,000 for both of the years ended December 31, 2009 and 2008.

~~The~~PART Corporate General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2009. The aggregate fees billed for services rendered by Ernst & Young LLP for 2008 and 2007 are described below.IV

~~Audit~~Item ~~Fees~~15. ~~Fees~~ ~~for audit services totaled approximately $44~~Exhibits,~~000~~ ~~and~~Financial ~~$43,000~~Statement ~~for 2008 and 2007, respectively. Fees for audit services also include fees for the reviews of the Partnership's Quarterly Reports on Form 10-Q.~~Schedules

~~Tax Fees.~~(a) ~~Fees~~The ~~for~~following ~~tax~~financial ~~services totaled~~statements ~~approximately~~of ~~$7,000~~the ~~and~~Registrant ~~$9,000~~are ~~for~~included ~~2008~~in ~~and~~Item ~~2007, respectively.~~ 8:

~~PART~~ Balance IVSheets at December 31, 2009 and 2008.

~~Item~~ Statements ~~15.~~of Operations ~~Exhibits~~for the years ended December 31, ~~Financial~~2009 ~~Statement~~and ~~Schedules~~2008.

~~(a) The~~ Statements ~~following financial~~of ~~statements~~Changes ofin Partners' Deficit for the ~~Registrant~~years ~~are~~ended ~~included~~December in31, ~~Item~~2009 8:and 2008.

~~Balance~~ Statements ~~Sheets~~of atCash Flows for the years ended December 31, ~~2008~~2009 and ~~2007~~ 2008.

~~Statements~~ Notes ofto ~~Operations for the years ended~~Financial ~~December 31, 2008 and 2007.~~Statements

~~Statements~~ Schedules ofare omitted ~~Changes~~for inthe ~~Partners'~~reason ~~Deficit for~~that ~~the~~they ~~years~~are ~~ended~~inapplicable ~~December~~or ~~31,~~equivalent ~~2008~~information ~~and~~has been ~~2007~~included elsewhere herein.

~~Statements of Cash Flows for the years ended December 31, 2008 and 2007.~~(b) Exhibits:

~~Notes~~See toExhibit ~~Financial Statements~~index

~~Schedules~~The ~~are~~agreements ~~omitted~~included ~~for~~as exhibits ~~the~~to ~~reason~~this ~~that~~Form 10-K contain representations and warranties by each of the ~~they~~parties ~~are~~to ~~inapplicable~~the orapplicable ~~equivalent~~agreement. ~~information~~These ~~has~~representations and warranties have been ~~included~~made ~~elsewhere~~solely for the benefit of the other parties to the applicable ~~herein.~~agreement and:

~~(b) Exhibits:~~· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

~~See~~· have ~~Exhibit~~been qualified ~~index~~by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

~~SIGNATURES~~· may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

~~Pursuant~~· were ~~to the requirements of~~made ~~Section~~only 13as ~~or 15(d)~~ of the ~~Securities~~ ~~Exchange~~date ~~Act~~ of ~~1934,~~ the ~~registrant~~applicable ~~has~~agreement ~~duly~~or ~~caused~~such ~~this~~other ~~report~~date toor dates as may be ~~signed~~specified onin ~~its~~the ~~behalf~~agreement byand ~~the~~are ~~undersigned,~~subject ~~thereunto~~to ~~duly~~more recent ~~authorized~~developments.

~~U.S.~~Accordingly, ~~REALTY~~these representations ~~PARTNERS~~and ~~LIMITED~~warranties ~~PARTNERSHIP~~may ~~By:~~not ~~U.S.~~describe ~~Realty~~the Iactual ~~Corporation~~state ~~Corporate~~of ~~General~~affairs ~~Partner~~as of ~~By:~~the ~~/s/Steven~~date D.they ~~Cordes~~were ~~Steven~~made Dor at any other time. ~~Cordes~~The ~~Senior~~Partnership ~~Vice~~acknowledges that, ~~President~~notwithstanding ~~By:~~the ~~/s/Stephen~~inclusion B.of ~~Waters~~the ~~Stephen~~foregoing Bcautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. ~~Waters~~Additional ~~Vice~~information about the ~~President~~Partnership ~~Date:~~may ~~March~~be 24found elsewhere in this Form 10-K and the Partnership’s other public filings, ~~2009~~which are available without charge through the SEC’s website at http://www.sec.gov.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.SIGNATURES

/s/Harry G. Alcock	Director and Executive	Date: March 24, 2009
Harry G. Alcock	Vice President
/s/ Steven D. Cordes	Director and Senior	Date: March 24, 2009
Steven D. Cordes	Vice President
/s/Stephen B. Waters	Vice President	Date: March 24, 2009
Stephen B. Waters

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

U.S. REALTY PARTNERS LIMITED PARTNERSHIP By: U.S. Realty I Corporation Corporate General Partner By: /s/Steven D. Cordes Steven D. Cordes Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters Senior Director of Partnership Accounting Date: March 29, 2010

~~EXHIBIT~~Pursuant ~~INDEX~~to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Exhibit

/s/John Bezzant	Director and Senior	Date: March 29, 2010
John Bezzant	Vice President

/s/ Steven D. Cordes	Director and Senior	Date: March 29, 2010
Steven D. Cordes	Vice President

/s/Stephen B. Waters	Senior Director of Partnership	Date: March 29, 2010
Stephen B. Waters	Accounting

~~3 See~~U.S. ~~Exhibit~~REALTY ~~4(a)~~PARTNERS LIMITED PARTNERSHIP

~~4 (a) Amended~~EXHIBIT and Restated Certificate and Agreement of Limited Partnership (included as Exhibit A to the Prospectus of Registrant dated August 19, 1986 contained in Amendment No. 4 Registration Statement, No. 33-2996, of Registrant filed August 19, 1986 (the "Prospectus") and is incorporated herein by reference).INDEX

~~(b) Subscription Agreement and Signature Page (included as~~ Exhibit ~~B to the Prospectus and is incorporated herein by reference).~~

~~(c)~~ 3 ~~Instruments~~See ~~governing the Bonds (filed as~~ Exhibit ~~10C to Amendment No.~~ 4 ~~to Registration Statement, No. 33-2996, of Registrant filed August 19, 1986 and incorporated herein by reference~~(a).

4 (da) ~~First~~Amended ~~Amendment~~and toRestated ~~U.S.~~Certificate ~~Realty~~and ~~Partners~~Agreement of Limited Partnership ~~Amended~~(included as ~~and~~Exhibit ~~Restated Agreement~~A ofto ~~Limited~~the ~~Partnership~~Prospectus (of Registrant dated August 1519, 1986) ~~dated~~contained ~~October 14,~~in ~~1993~~Amendment No. ~~[Filed~~ ~~as Exhibit~~ 4~~(c)~~ toRegistration ~~Form~~Statement, 10No. 33-~~QSB~~2996, ~~for~~of ~~the~~Registrant ~~quarter~~filed ~~ended~~August ~~September 30~~19, ~~1993~~1986 (the "Prospectus") and is incorporated herein by reference).]

(eb) ~~Amendment~~Subscription toAgreement ~~the~~and ~~Amended~~Signature ~~and~~Page ~~Restated~~(included ~~Limited~~as ~~Partnership~~Exhibit ~~Agreement~~B ~~dated~~to ~~April~~the ~~12,~~Prospectus ~~2005~~and is incorporated herein by reference).

10(ic) ~~Contracts~~Instruments ~~related~~governing the Bonds (filed as Exhibit 10C to ~~acquisition~~Amendment No. 4 to Registration Statement, No. 33-2996, of ~~property:~~Registrant filed August 19, 1986 and incorporated herein by reference).

(ld) ~~Depositary~~First ~~Agreement~~Amendment ~~dated~~to ~~as of October 15, 1993, among~~ U.S. Realty Partners Limited Partnership Amended and Restated Agreement of Limited Partnership (dated August 15, ~~First~~1986) ~~Union~~dated ~~National~~October ~~Bank~~14, 1993. [Filed ofas ~~South~~Exhibit ~~Carolina~~4(c) ~~and~~to ~~Continental~~Form 10-QSB for the quarter ended ~~Casualty~~September ~~Company.~~30, *1993 and incorporated herein by reference.]

(me) ~~Financial~~Amendment ~~Statement~~to -the ~~Form~~Amended ~~UCC-1,~~and ~~State~~Restated ofLimited ~~South~~Partnership ~~Carolina~~Agreement dated April 12, ~~Office~~2005. of[Filed ~~Secretary of~~as ~~State~~Exhibit ~~Jim~~4(e) ~~Miles~~to byForm US10-Q ~~Realty~~for ~~Partners~~the ~~Limited~~quarter ~~Partnership~~ended ~~and~~March ~~Continental~~31, ~~Casualty~~2009 ~~Company.~~and *incorporated herein by reference.]

10(ni) ~~Incumbency~~Contracts ~~Certificate~~related byto ~~U.S.~~acquisition ~~Realty~~of I Corporation and U.S. Realty Partners Limited Partnership. *property:

*(l) Depositary ~~Filed~~Agreement dated as ~~Exhibits~~of ~~10iii~~October ~~(l)~~15, ~~through~~1993, ~~(n)~~among toU.S. Realty Partners ~~Form~~Limited ~~10QSB~~Partnership, ~~for~~First ~~the~~Union ~~quarter~~National ~~ended~~Bank ~~September~~of ~~30,~~South ~~1993~~Carolina and ~~incorporated herein by~~Continental ~~reference~~Casualty Company. *

~~10.25~~ (m) ~~Multifamily~~Financial ~~Mortgage,~~Statement ~~Assignment~~- ofForm ~~Rents and Security Agreement dated December~~ UCC-1, ~~2005~~State ~~between~~of ~~U.S.~~South ~~Realty Partners~~Carolina, ~~L.P.,~~Office aof ~~Delaware limited partnership and~~Secretary ~~GMAC~~of ~~Commercial~~State ~~Mortgage~~Jim ~~Bank.~~Miles ~~Incorporated~~ by ~~reference~~US toRealty ~~Current~~Partners ~~Report~~Limited ~~on Form~~Partnership ~~8-K~~and ~~dated~~Continental Casualty ~~December 1, 2005~~Company. *

~~10.26~~ (n) ~~Multifamily~~Incumbency ~~Note~~Certificate ~~dated~~by ~~December 1, 2005 between~~ U.S. Realty ~~Partners,~~I ~~L.P.,~~Corporation ~~a Delaware limited partnership~~ and ~~GMAC Commercial Mortgage Bank~~U.S. ~~Incorporated~~Realty byPartners ~~reference~~Limited ~~to Current Report on Form 8-K dated December 1, 2005~~Partnership. *

~~10.27 Replacement~~* ~~Reserve~~Filed ~~Agreement~~as ~~dated~~Exhibits ~~December~~10iii ~~1, 2005~~(l) ~~between~~through ~~U.S.~~(n) ~~Realty Partners, L.P., a Delaware limited partnership and GMAC~~to ~~Commercial~~Form ~~Mortgage~~10QSB ~~Bank. Incorporated~~for bythe ~~reference~~quarter toended ~~Current~~September ~~Report~~30, ~~on Form~~1993 ~~8-K~~and ~~dated~~incorporated ~~December~~herein ~~1, 2005~~by reference.

10.~~28 Guaranty~~25 Multifamily Mortgage, Assignment of Rents and Security Agreement dated December 1, 2005 between ~~AIMCO~~U.S. ~~Properties~~Realty Partners, L.P., a Delaware limited partnership and GMAC Commercial Mortgage Bank. Incorporated by reference to Current Report on Form 8-K dated December 1, 2005.

10.~~29 Amended~~26 ~~and Restated~~ Multifamily ~~Mortgage,~~Note ~~Assignment of Rents, and Security Agreement~~ dated December 1, 2005 between U.S. Realty Partners, L.P., a Delaware limited partnership and ~~Federal~~GMAC ~~Home~~Commercial ~~Loan~~ Mortgage ~~Corporation~~Bank. Incorporated by reference to Current Report on Form 8-K dated December 1, 2005.

10.3027 ~~Amended~~Replacement ~~and~~Reserve ~~Restated~~Agreement ~~Multifamily Note~~ dated December 1, 2005 between U.S. Realty Partners, L.P., a Delaware limited partnership and ~~Federal~~GMAC ~~Home~~Commercial ~~Loan~~ Mortgage ~~Corporation~~Bank. Incorporated by reference to Current Report on Form 8-K dated December 1, 2005.

10.~~31 Amended~~28 ~~and Restated~~ Guaranty dated December 1, 2005 between AIMCO Properties, L.P., a ~~Delaware~~ Delaware limited partnership and ~~Federal~~GMAC ~~Home~~Commercial ~~Loan~~ Mortgage ~~Corporation~~Bank. Incorporated by reference to Current Report on Form 8-K dated December 1, 2005.

10.3329 ~~Form~~Amended ofand Restated Multifamily ~~Note~~Mortgage, ~~between~~Assignment ~~Capmark~~of ~~Bank~~Rents, and Security Agreement dated December 1, 2005 between U.S. Realty Partners, ~~Limited Partnership~~L.P., a Delaware limited partnership, ~~dated~~and ~~September~~Federal ~~14,~~Home ~~2007~~Loan Mortgage Corporation. Incorporated by reference to Current Report on Form 8-K dated ~~September~~December 141, ~~2007~~2005.

10.3430 ~~Form~~Amended ofand Restated Multifamily ~~Mortgage,~~Note ~~Assignment~~dated ofDecember ~~Rents~~1, ~~and~~2005 ~~Security Agreement~~ between ~~Capmark~~ ~~Bank and~~ U.S. Realty Partners, ~~Limited Partnership~~L.P., a Delaware limited partnership, ~~dated~~and ~~September~~Federal ~~14,~~Home ~~2007.~~Loan Mortgage Corporation. Incorporated by reference to Current Report on Form 8-K dated December ~~September 14~~1, ~~2007~~2005.

10.3531 ~~Form~~Amended ofand ~~Replacement~~Restated ~~Reserve~~Guaranty ~~Agreement~~dated ~~between~~December ~~Capmark~~1, ~~Bank~~2005 ~~and~~between ~~U.S.~~AIMCO ~~Realty~~Properties, ~~Partners Limited Partnership~~L.P., a Delaware limited partnership, ~~dated~~and ~~September 14,~~Federal ~~2007.~~Home Loan Mortgage Corporation. Incorporated by reference to Current Report on Form 8-K dated ~~September~~December 141, ~~2007~~2005.

3110.1 33 ~~Certification~~Form of ~~equivalent~~Multifamily ofNote ~~Chief~~between ~~Executive~~Capmark ~~Officer~~Bank ~~pursuant~~and toU.S. ~~Securities~~Realty Partners Limited ~~Exchange~~Partnership, ~~Act~~a ~~Rules~~Delaware ~~13a-~~limited partnership, dated September 14~~(a)/15d-14(a)~~, as2007. Incorporated ~~Adopted~~by ~~Pursuant~~reference to ~~Section~~Current ~~302~~Report ~~of the~~on ~~Sarbanes~~Form 8-~~Oxley~~K ~~Act~~dated ofSeptember ~~2002~~14, 2007.

3110.2 34 ~~Certification~~Form of ~~equivalent~~Multifamily Mortgage, Assignment of ~~Chief~~Rents ~~Financial~~and ~~Officer~~Security ~~pursuant~~Agreement tobetween Capmark ~~Securities~~Bank and U.S. Realty Partners Limited Partnership, a Delaware limited ~~Exchange~~partnership, ~~Act~~dated ~~Rules~~September ~~13a-~~14~~(a)/15d-14(a)~~, as2007. ~~Adopted~~Incorporated ~~Pursuant~~by reference to ~~Section~~Current Report ~~302~~on ~~of the~~Form ~~Sarbanes~~8-~~Oxley~~K ~~Act~~dated ofSeptember ~~2002~~14, 2007.

3210.1 35 ~~Certification~~Form of ~~equivalent~~Replacement ofReserve ~~Chief~~Agreement ~~Executive~~between ~~Officer~~Capmark Bank and ~~Chief~~U.S. ~~Financial~~Realty ~~Officer~~Partners ~~pursuant~~Limited toPartnership, 18a ~~U.S.C.~~Delaware ~~Section~~limited ~~1350~~partnership, asdated ~~Adopted~~September 14, ~~Pursuant~~2007. Incorporated by reference to ~~Section~~Current ~~906 of~~Report ~~the~~on ~~Sarbanes~~Form 8-~~Oxley~~K ~~Act~~dated September of14, ~~2002~~2007.

99 31.1 ~~Prospectus~~Certification of ~~Registrant~~equivalent ~~dated~~of ~~August~~Chief ~~19,~~Executive ~~1986~~Officer ~~(included~~pursuant into ~~Registration~~Securities ~~Statement,~~Exchange ~~No.~~Act 33Rules 13a-~~2996~~14(a)/15d-14(a), ofas ~~Registrant~~Adopted ~~and~~Pursuant ~~incorporated~~to ~~herein~~Section by302 of ~~reference)~~the Sarbanes-Oxley Act of 2002.

31.2 Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99 Prospectus of Registrant dated August 19, 1986 (included in Registration Statement, No. 33-2996, of Registrant and incorporated herein by reference).

Filing Compare · US REALTY PARTNERS LTD PARTNERSHIP