SecProbe.io

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By Facsimile: (925) 871-4046 and U.S. Mail

Chip Patterson, Esq.					March 29, 2005
MacKenzie Patterson Fuller, Inc.
1640 School Street
Moraga, California 94556
(925) 631-9100 ext. 206

Re:  	U.S. Realty Partners Limited
	Schedule TO-T filed on March 22, 2005
	File No. 005-55083

Dear Mr. Patterson:

      We have reviewed the filing listed above and have the
following comments. All defined terms have the same meaning as in
the offer materials.

      Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.

Schedule TO-T - Item 10. Financial Statements

1. Please tell us why financial statements are not material and
should not be furnished in accordance with Item 10 of Schedule TO
and Item 1010(a) and (b) of Regulation M-A for the offerors, or
Purchasers, in this third-party tender offer.  Please refer to
Instruction 2 of Item 10 of Schedule TO.  We note that the
consideration consists solely of cash and that the offer is not
subject to any financing condition, but the offerors are not
public reporting companies, nor is the offer for all outstanding
securities of the subject class. In this regard, consider whether
you can provide a balance sheet or statement of net worth for
individual Purchasers.

Schedule TO-T Item 12. Exhibits

2. We note that the Purchasers have made informal agreements to
contribute to the financing of the acquisition of the units
subject to the offer, the expenses to be incurred in connection
with the offer, and all other anticipated costs of the purchasers.
We believe that these agreements should be filed as exhibits pursuant
to Item 1016 of Regulation M-A.

Schedule TO-T Item 13. Information Required by Schedule 13E-3

3. While you incorporate by reference the information set forth in
the offer to purchase, any inapplicability of item requirements
should be stated. In this respect, it appears that Item 13 is
inapplicable and you should disclose this accordingly.

Offer to Purchase

General

4. The Offer to Purchase should be generally revised to fully
discuss the implications of your offer on the concurrent consent
solicitation being conducted by the Partnership. Although you generally
refer to the fact that you may control 25% of the Units if the offer is
fully subscribed, you do not specifically discuss how (if at all) that
ownership would affect the Partnership`s consent solicitation. For
example, the Schedule 14A filing by the Partnership sets the
record date for the consent solicitation to approve the asset sale as
January 21, 2005. However, the letter of transmittal to be signed
by tendering Unit holders states that upon purchase of tendered Units
pursuant to the offer, "all prior proxies and consents given by
[the tendering Unit holder] will be revoked and no subsequent proxies
or consents may be given (and if given will be deemed ineffective)."
If tendering into this offer would make the consent solicitation less
likely to succeed, this must be fully explained and discussed in
the offer materials. You should also explain what voting rights you
will have as to purchased Units with respect to the consent
solicitation. For example, Unit holders may believe that your vote
would substantially affect the outcome of that solicitation.

5. We note that Steven Gold, one of the Purchasers in this Offer
and holder of approximately 1% of the outstanding Units, has submitted
a written offer to purchase Twin Lakes, the property of the
Partnership to be sold. Please revise to discuss the potential impact
of this offer on Mr. Gold`s ability to purchase the Partnership
property (now or in the future).

6. We note the statement in Schedule I to the offer to purchase
that the Purchasers have an "informal agreement" to share the costs
associated with the offer and to allocate any resulting purchases
of Units in a manner to be determined in the future. Since Unit
holders who do not tender into the offer or who maintain their
interest in the Partnership due to pro ration may want to know who
will own securities purchased, amend the offer materials to disclose
how purchased Units will be allocated among the numerous named
bidders. Similarly, indicate each Purchaser`s financial responsibilities
with respect to the offer. Depending on when this information is
provided, be aware that you may need to extend the offer and
disseminate additional offer materials.

7. Refer to the last comment above. Disclose how the Purchasers
are funded. For example, are they funded through capital calls for
specific deals? In addition, provide a brief background for each
Purchaser-entity, such as when it was established, by whom, and
for what purpose.

8. Refer to the disclosure at the bottom of page 2 of the offer to
purchase. There you state that Purchasers reserve the right upon
the occurrence of any of the conditions specified in the offer
materials, "to terminate the Offer and not accept for payment any
Units not theretofore accepted for payment or paid for...." As you
know, it is our view that all offer condition, other than those
related to regulatory approvals necessary for consummation of the
offer (there appear to be no such conditions to your offer) must be
satisfied or waived on or before the expiration date. How could Units
be accepted or paid before prior to the expiration of the offer? Please
revise or advise.

Summary Term Sheet
Is the Financial Condition of the Bidders Relevant to My Decision
On Whether to Tender in the Offer, page 5

9. See comment 1 above. Given the requirement of Item 10 of
Schedule TO and Item 1010(a) and (b) of Regulation M-A, it appears
that the financial condition, in this offer, is relevant to the
decision on whether to tender in the offer.  Please revise this
question and answer to comply with our position.

10. Some of the Purchasers are currently engaged in other tender
offers for which they also have financial commitments. This fact,
including the maximum dollar amounts for which the Purchasers may
be responsible under such offers, should be prominently disclosed in
the offer materials. Your revised materials should address the
Purchasers` ability to fund all of the financial commitments
associated with this and those other offers.

General Background Information, page 11

11. In this subsection, you state that tendering Unit holders will
not have to pay brokerage fees or commissions. Will you reimburse
tendering Unit holders for any such fees if their Units are held
and tendered through a broker? If not, please revise.

Section 2, page 13

12. Refer to the last sentence in the first paragraph on page 13.
The disclosure here is convoluted and unlikely to be understandable
to Unit holders. What are the "limitations of applicable law" to
which you refer here? Under what circumstance would Purchasers
retain tendered securities without paying for them or extending the
offer? Please revise, and avoid this "boilerplate" language in future
offers.

Section 3, page 13

13. Under "Other Requirements" on page 13, you indicate that
distributions declared or paid "during the period commencing on
the Offer Date and terminating on the Expiration Date" would be
retained by the tendering security holder. How is this consistent
with the statement in the first paragraph under "Tender Offer" in
the Schedule TO itself and similar statements throughout the Offer
to Purchase? There, you state that the Offer price would be subject
to reduction for distributions made or declared prior to the Expiration
Date, which would seem to include distributions between the date the
offer began and when it ends. Please review generally (including in the
Letter of Transmittal, if necessary).

Section 6, page 15

14. We note that you assume that the partnership is treated as a
partnership for federal income tax purposes and is not a "publicly
traded partnership" as that term is defined in the Code.  Please
revise or advise holders as to why you are unable to clarify this
uncertainty.

Section 7, page 17

15. In this section, you state that you will not pay for tendered
Units until you receive confirmation that the general partner will
recognize the transfer of those Units to you. However, you do not
discuss any potential for delays in payment for tendered Units
anywhere else in the offer materials. Please discuss the potential
for any such delays, if applicable, throughout the offer to
purchase, including in the summary term sheet.

Section 8, page 17

16. See comment [4] above concerning the need to discuss the
effect (if any) of your purchase of Units in this offer on the
consent solicitation being conducted by the Partnership. If the
offer will have no effect because of the record date for the consent
solicitation, this fact should also be explained.

Section 13, page 19

17. Your offer conditions allow the Purchasers to terminate this
offer if the "benefits to be derived by the Purchasers" are
materially diminished. Given the existence of the consent
solicitation of the Partnership, please revise to more
specifically describe those "contemplated benefits." For example,
what if the Partnership cannot get the requisite number of consents
to pass its proposal?

18. Many of your offer conditions are vaguely and broadly drafted,
such that a Unit holder would be unlikely to be able to determine
whether or not an offer condition had been "triggered." Therefore,
it is our position that if you believe an event implicates on the
listed offer condition, you must immediately advise as to how
Purchasers will proceed. For example, you may not wait until the end
of the offer to terminate it based on an event that occurred on day
two of the offer. Please confirm your understanding supplementally.

Closing Comment

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the purchasers are in possession of
all facts relating to their disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from each filing person acknowledging
that:

* The filing person is responsible for the adequacy and accuracy of
the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing person may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

      Please direct any questions to me at (202) 942-2903.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

                					Very truly yours,

						      Celeste M. Murphy
						      Special Counsel
							Office of Mergers and
							Acquisitions

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