Exhibit 2.1

                       PLAN OF LIQUIDATION
                               OF
                USP REAL ESTATE INVESTMENT TRUST

     1.   Upon approval of the liquidation and termination of the
Trust by the shareholders of the Trust, the Trust shall cease to
carry on business except to the extent necessary for the
beneficial winding up of the business and affairs of the Trust
and the liquidation of the Trust's assets.

     2.   The officers of the Trust shall be authorized to sell
or otherwise liquidate any or all of the properties of the Trust
which, in their judgment, should be sold or liquidated in order
to facilitate the liquidation of the Trust, and such officers
shall make payment of, or provide for the payment or settlement
of, all debts and obligations of the Trust.

     3.   The officers of the Trust or their designees are
authorized, directed and empowered to distribute to the
shareholders, in proportion to their respective shareholdings,
the assets of the Trust, in whatever form they may then be, not
needed for the payment of the liabilities of the Trust, in
whatever form they may be, as liquidating distributions of the
Trust, such distributions to be made on or before December 31,
2000.

     4.   Upon termination of the Trust and distribution to the
Shareholders as herein provided, a majority of the Trustees shall
execute and lodge among the records of the Trust an instrument in
writing setting forth the fact of such termination, which
instrument shall also be recorded in the Office of the Recorder
of Linn County, Iowa.  A copy of such instrument shall also be
sent to each Shareholder and each State Administrator.

     5.   This Plan of Liquidation shall be a plan of complete
liquidation within the meaning of Section 331 of the Code, and
this Plan shall be deemed to authorize, empower and direct the
officers of the Trust to file the appropriate forms with the
Internal Revenue Service, file final tax returns for the Trust,
and do all such other things as, in their opinion, may be
necessary to conform with the provisions of Section 331 of the
Code or advisable to carry out the purposes of this Plan