UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~DC ~~EXCHANGE~~20549 ~~COMMISSION~~

Washington, D.C. 20549

FORM 8-K

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

~~Pursuant~~Date of toReport ~~Section~~(Date 13of ~~or 15(d~~earliest event reported): ofOctober 8, ~~the~~2010

~~Securities~~U.S. ~~Exchange~~REALTY ~~Act~~PARTNERS ofLIMITED PARTNERSHIP ~~1934~~

~~Date of Report~~ (~~Date~~Exact name of ~~earliest~~ ~~event~~registrant ~~reported)~~as ~~December~~specified 8,in ~~2009~~its charter)

~~U.S.~~DELAWARE ~~REALTY~~(State ~~PARTNERS~~or ~~LIMITED~~other ~~PARTNERSHIP~~jurisdiction of incorporation) 0-15656 (Commission File Number) 57-0814502 (IRS Employer Identification No.)

~~(Exact~~55 ~~name~~BEATTIE PLACE POST OFFICE BOX 1089 GREENEVILLE, SOUTH CAROLINA (Address of ~~Registrant as~~principal ~~specified~~executive inoffices) ~~its~~29602 ~~charter~~(Zip Code)

Delaware	0-15656	57-0814502
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation or	File Number)	Identification Number)
organization)

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

55Check ~~Beattie~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the ~~Place~~filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Post~~þ ~~Office~~Written ~~Box 1089~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Greenville,~~o ~~South~~Soliciting ~~Carolina~~material ~~29602~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(~~Address~~b) ofunder ~~principal executive~~the ~~offices~~Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(~~864~~c) ~~239~~under the Exchange Act (17 CFR 240.13e-~~1000~~4(c))

~~(Issuer's~~ITEM ~~telephone~~1.01. Entry into a Material Definitive Agreement ~~number)~~

~~Check~~ On October 8, 2010, U.S. Realty Partners Limited Partnership, a Delaware limited partnership ~~the~~(“USRP”), ~~appropriate~~entered ~~box~~into ~~below~~an ifagreement and plan of merger (the ~~Form~~“Merger ~~8-K~~Agreement”) ~~filing~~with isAimco Properties, ~~intended~~L.P., toa ~~simultaneously~~Delaware limited partnership (“Aimco OP”) and Aimco USRP Merger Sub LLC, a ~~satisfy~~Delaware ~~the~~limited ~~filing~~liability ~~obligations~~company of which Aimco OP is the ~~registrant~~sole ~~under~~member ~~any~~(the of“Merger Subsidiary”), pursuant to which the ~~following~~Merger Subsidiary will be merged with and into USRP, with USRP as the ~~provisions:~~surviving entity.

[ In ~~] Written~~the ~~communications~~merger, each unit of limited partnership interest, (each, a “Unit”) of USRP outstanding immediately prior to the consummation of the merger, except those held by limited partners who perfect their appraisal rights pursuant to the ~~Rule~~Merger ~~425~~Agreement, ~~under~~will be converted into the ~~Securities~~right ~~Act~~to receive, at the election of the limited partner, either (17i) ~~CFR~~$2.76 ~~230~~in cash (the “Cash Consideration”) or (ii) a number of partnership common units of Aimco OP calculated by dividing $2.~~425~~76 by the average closing price of Apartment Investment and Management Company common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the merger (the “OP Unit Consideration”). However, if Aimco OP determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of Aimco OP in that state or jurisdiction (or that registration in that state or other jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Unit. Those limited partners who do not make an election will be deemed to have elected to receive cash.

[ In ~~] Soliciting~~the ~~material~~merger, ~~pursuant~~Aimco OP’s membership interest in the Aimco Subsidiary will be converted into USRP Units. As a result, after the merger, Aimco OP will be the sole limited partner in USRP, holding all outstanding Units. U.S. Realty I Corporation will continue to ~~Rule~~be ~~14a-12~~the ~~under~~corporate general partner of USRP after the ~~Exchange~~merger, ~~Act~~Aimco ~~(17~~OP ~~CFR~~will ~~240~~continue to be the individual general partner of USRP after the merger, and USRP’s partnership agreement in effect immediately prior to the merger will remain unchanged after the merger.~~14a-12)~~

[ Completion ~~] Pre-commencement communications~~of ~~pursuant~~the merger is subject to ~~Rule~~certain ~~14d-2(b)~~conditions, ~~under~~including approval by a majority in interest of the ~~Exchange~~Units. ~~Act~~As ~~(17~~of ~~CFR~~October 6, 2010, USRP had issued and outstanding 1,222,000 Units, and ~~240~~Aimco OP and its affiliates owned 900,195 of those Units, or approximately 73.~~14d-2(b))~~67% of the number of outstanding Units. Aimco OP and its affiliates have indicated that they intend to take action by written consent to approve the merger.

[ The ~~] Pre-commencement communications~~foregoing ~~pursuant~~summary toof ~~Rule~~the ~~13e-4(c)~~Merger ~~under~~Agreement ~~the~~is ~~Exchange~~qualified ~~Act~~in ~~(17~~its ~~CFR~~entirety by reference to the ~~240~~Merger Agreement, which is attached hereto as Exhibit 10.~~13e-4(c))~~1 and incorporated herein by reference.

~~Item~~Additional ~~5.02~~Information ~~Departure~~for ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Investors:

~~Harry~~ This G.communication ~~Alcock,~~does ~~who currently~~not ~~serves~~constitute asan ~~Executive~~offer ~~Vice~~to ~~President~~sell ~~and~~or ~~a member of~~ the ~~Board~~solicitation of ~~Directors~~ ofan ~~the~~offer ~~Registrant’s corporate general partner (the “Corporate General Partner”), has announced his intention~~ to ~~resign from these positions effective~~buy ~~December~~any ~~15, 2009~~securities. To ~~fill~~Aimco ~~the~~OP ~~vacancy~~and onApartment ~~the~~Investment ~~Board~~and ofManagement ~~Directors~~Company ~~created by~~will ~~Mr.~~file ~~Alcock’s~~with ~~departure,~~ the Securities ~~sole~~and ~~stockholder~~Exchange ofCommission ~~the~~a ~~Corporate~~registration ~~General~~statement ~~Partner has~~on ~~elected~~Form ~~John~~S-4 ~~Bezzant,~~that ~~who~~ will ~~become~~include aan information ~~director~~statement of ~~the~~USRP ~~Corporate~~relating ~~General Partner~~to ~~effective~~the ~~December 16~~transaction, ~~2009. Mr.~~which ~~Bezzant,~~will ~~47,~~also ~~currently~~constitute ~~serves as~~ a ~~Senior Vice President~~ prospectus of ~~the~~Aimco ~~Corporate~~OP ~~General Partner~~ and Apartment Investment and Management Company ~~(“Aimco”), an affiliate of the Corporate General Partner~~. ~~Mr.~~ ~~Bezzant~~INVESTORS ~~joined~~ARE ~~Aimco~~URGED inTO ~~June~~READ ~~2006 as Senior Vice~~THE ~~President~~INFORMATION -STATEMENT/PROSPECTUS ~~Development. Prior~~WHEN toIT ~~joining~~BECOMES ~~Aimco,~~AVAILABLE ~~from~~BECAUSE ~~2005~~IT toWILL ~~June~~CONTAIN ~~2006,~~IMPORTANT ~~Mr.~~INFORMATION ~~Bezzant~~REGARDING ~~was~~THE ~~a First Vice President at Prologis and from 1986 to 2005, Mr~~TRANSACTION. ~~Bezzant served as Vice President, Asset Management at Catellus Development Corporation.~~

~~SIGNATURE~~ The information statement/prospectus and other documents which will be filed with the Securities and Exchange Commission will be available free of charge at the SEC’s website, www.sec.gov. You may request a copy of these filings, at no cost, by writing or calling Apartment Investment and Management Company at the following address and telephone number: ISTC Corporation, P.O. Box 2347, Greenville, South Carolina 29602; telephone number (864) 239-1029.

~~Pursuant~~ITEM to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the~~Exhibits ~~Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

~~U.S.~~(d) The ~~REALTY~~following ~~PARTNERS~~exhibits ~~LIMITED PARTNERSHIP~~ are filed with this report

By: U.S. Realty I Corporation


Exhibit
Number		Description
10.1		Agreement and Plan of Merger, dated October 8, 2010, by and among U.S. Realty Partners Limited Partnership, Aimco Properties, L.P. and Aimco USRP Merger Sub LLC.

~~Corporate General Partner~~SIGNATURE

~~By: /s/Stephen~~ Pursuant Bto the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ~~Waters~~

Stephen B. Waters


	U.S. REALTY PARTNERS LIMITED PARTNERSHIP
Date: October 12, 2010	By:	U.S. REALTY I CORPORATION
		Corporate General Partner

	By	/s/ Derek McCandless
		Derek McCandless
		Senior Vice President

Senior Director

Date: December 14, 2009

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