UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3
(RULE 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 4)

U.S. REALTY PARTNERS LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
(Name of the Issuer)

U.S. REALTY PARTNERS LIMITED PARTNERSHIP
U.S. REALTY I CORPORATION
AIMCO PROPERTIES, L.P.
AIMCO-GP, INC.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
TWIN LAKES APARTMENTS, LLC
--------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)

LIMITED PARTNERSHIP UNITS
--------------------------------------------------------------------------------
(Title of Class of Securities)

NONE
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29601
(864) 239-1000
--------------------------------------------------------------------------------
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

Copies to:
M. Todd Wade
Powell Goldstein LLP
1201 West Peachtree Street, NW, Fourteenth Floor
Atlanta, Georgia 30309
(404) 572-6600

This statement is filed in connection with (check the appropriate box):

a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.

b. [ ] The filing of a registration statement under the Securities Act of 1933.

c. [ ] A tender offer.

d. [ ] None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]

Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]

CALCULATION OF FILING FEE

--------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
--------------------------------------------------------------------------------
$19,500,000 $2,470.65
--------------------------------------------------------------------------------

* For purposes of calculating the fee only. This amount assumes the sale of the
assets of U.S. Realty Partners Limited Partnership for $19,500,000. The
amount of the filing fee, calculated in accordance with Section
14(g)(1)(A)(ii) and Rule 0-11(c) under the Securities Exchange Act of 1934,
as amended, equals $126.70 per $1,000,000 of the asset sale price.

[X] Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

<Table>

Amount Previously Paid $2,470.65 Filing Party: U.S. Realty Partners Limited Partnership
---------- -----------------------------------------
Form or Registration No.: PRE14C Date Filed: September 3, 2004
------- ------------------------------------------
</Table>

TRANSACTION STATEMENT

This Transaction Statement on Schedule 13E-3 relates to the sale of
property of U.S. Realty Partners Limited Partnership, a Delaware limited
partnership (the "Partnership"), and an amendment to the Partnership's agreement
of limited partnership, all of which are described in the proxy statement on
Schedule 14A, filed contemporaneously with this Transaction Statement (the
"Proxy Statement"). A copy of the Proxy Statement is filed with this Schedule
13E-3 as Exhibit (a)(1). The item numbers and responses thereto below are
provided in accordance with the requirements of Schedule 13E-3.

ITEM 1. SUMMARY TERM SHEET.

The information set forth under "SUMMARY" in the Proxy Statement is
incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) The information set forth under "THE PARTNERSHIP AND THE PROPERTIES
- The Partnership" in the Proxy Statement is incorporated herein by reference.

(b) The information set forth under "SUMMARY - Approval of the
Proposals" and "CONSENTS REQUIRED" in the Proxy Statement is incorporated herein
by reference.

(c) The information set forth under "TRANSACTIONS INVOLVING PARTNERSHIP
UNITS - Secondary Market Transactions" in the Proxy Statement is incorporated
herein by reference.

(d) The information set forth under "TRANSACTIONS INVOLVING PARTNERSHIP
UNITS - Distributions" in the Proxy Statement is incorporated herein by
reference.

(e) Not applicable.

(f) The information set forth under "TRANSACTIONS INVOLVING PARTNERSHIP
UNITS - Prior Tender Offers" and "TRANSACTIONS INVOLVING PARTNERSHIP UNITS -
Prior Purchases by Affiliates" in the Proxy Statement is incorporated herein by
reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) - (b) The information set forth under "THE PARTNERSHIP AND THE
PROPERTIES - The Partnership" and "INFORMATION CONCERNING THE

PURCHASER AND AIMCO - AIMCO" in the Proxy Statement is incorporated herein by
reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth under "SUMMARY," "SPECIAL FACTORS," "THE
THIRD PARTY SALE," "THE AMENDMENT," "THE AFFILIATE SALE," "UNITED STATES FEDERAL
INCOME TAX CONSEQUENCES," AND "CONSENTS REQUIRED" in the Proxy Statement is
incorporated herein by reference.

(d) The information set forth under "NO APPRAISAL RIGHTS" in the Proxy
Statement is incorporated herein by reference.

(e) The information set forth under "GENERAL LEGAL MATTERS" in the
Proxy Statement is incorporated herein by reference.

(f) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) The information set forth under "CONFLICTS OF INTEREST" in the
Proxy Statement is incorporated herein by reference.

(b) - (c) The information set forth under "TRANSACTIONS INVOLVING
PARTNERSHIP UNITS - Prior Tender Offers," "TRANSACTIONS INVOLVING PARTNERSHIP
UNITS - Prior Purchases by Affiliates," and "TRANSACTIONS INVOLVING PARTNERSHIP
UNITS - Recent Transactions by Affiliates" in the Proxy Statement is
incorporated herein by reference.

(e) The information set forth under "CONFLICTS OF INTEREST" and
"TRANSACTIONS INVOLVING PARTNERSHIP UNITS - Voting and Other Arrangements" in
the Proxy Statement is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b) Not applicable.

(c)(1) - (8) The information set forth under "PLANS AFTER THE SALES" in the
Proxy Statement is incorporated herein by reference. Except as set forth in
"PLANS AFTER THE SALES" in the Proxy Statement, none of AIMCO, AIMCO Properties,
the General Partners or the Affiliated Purchaser has any present plans or
proposals which

relate to or would result in an extraordinary transaction, such as a merger,
reorganization or liquidation, involving the Partnership; a purchase or sale or
transfer of a material amount of the Partnership's assets; any changes in the
Partnership's present capitalization, indebtedness or distribution policy; any
changes in composition of the Partnership's senior management or personnel or
their compensation; any other material changes in the Partnership's structure or
business; causing the Partnership's units to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or causing the suspension of the Partnership's obligation to
file reports under Section 15(d) of the Exchange Act.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a) - (c) The information set forth under "SPECIAL FACTORS -
BACKGROUND" and "SPECIAL FACTORS - REASONS FOR AND FAIRNESS OF THE PROPOSALS in
the Proxy Statement is incorporated herein by reference.

(d) The information set forth under "THE THIRD PARTY SALE - Effects of
the Sale," "THE AFFILIATE SALE - Effects of the Sale," and "UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES" in the Proxy Statement is incorporated herein
by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a) - (b) The information set forth under "SPECIAL FACTORS - REASONS
FOR AND FAIRNESS OF THE PROPOSALS - Fairness of the Proposals" in the Proxy
Statement and the information set forth under "GENERAL PARTNERS' RECOMMENDATION"
in the Supplement to the Proxy Statement is incorporated herein by reference.

(c) The information set forth under "SUMMARY - Approval of the
Proposals" and "SPECIAL FACTORS - REASONS FOR AND FAIRNESS OF THE PROPOSALS -
Fairness of the Proposals - Procedural Fairness of the Proposal" in the Proxy
Statement is incorporated herein by reference.

(d) - (e) The information set forth under "SPECIAL FACTORS - REASONS
FOR AND FAIRNESS OF THE PROPOSALS - Fairness of the Proposals - Procedural
Fairness of the Proposal" in the Proxy Statement and the information set forth
under "GENERAL PARTNERS' RECOMMENDATION" in the Supplement to the Proxy
Statement is incorporated herein by reference.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a) - (c) The information set forth under "SPECIAL FACTORS - REASONS
FOR AND FAIRNESS OF THE PROPOSALS - Appraisal of Twin Lakes" in the Proxy
Statement is incorporated herein by reference.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a) - (b), (d) The information set forth under "SOURCE OF FUNDS" in the
Proxy Statement is incorporated herein by reference.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) The information set forth under "THE PARTNERSHIP AND THE PROPERTIES
- The General Partners" and "SECURITY OWNERSHIP" in the Proxy Statement is
incorporated herein by reference.

(b) The information set forth under "TRANSACTIONS INVOLVING PARTNERSHIP
UNITS - Recent Transactions by Affiliates" in the Proxy Statement is
incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

(d) Not applicable.

(e) The information set forth under "NO RECOMMENDATION BY THE GENERAL
PARTNERS" in the Proxy Statement is incorporated herein by reference.

ITEM 13. FINANCIAL STATEMENTS.

(a) The information set forth under "SUMMARY FINANCIAL INFORMATION" in
the Proxy Statement is incorporated herein by reference. In addition, the
audited financial statements for the Partnership's 2003 and 2002 fiscal years
set forth in Part II, Item 7 of the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 2003 filed with the SEC and the unaudited
financial statements for the nine months ended September 30, 2004 and 2003 filed
with the SEC on November 15, 2004 are incorporated herein by reference.

(b) The information set forth under Appendix A to the Proxy Statement
is incorporated herein by reference.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) The information set forth under "FEES AND EXPENSES" in the Proxy
Statement is incorporated herein by reference.

(b) Not applicable.

ITEM 15. ADDITIONAL INFORMATION.

(b) The information set forth in the Proxy Statement is incorporated
herein by reference.

ITEM 16. EXHIBITS.

(a)(1) Proxy Statement, filed on Schedule 14A on January 24, 2005 is
incorporated herein by reference.

(a)(2) Supplement to the Proxy Statement, filed on Schedule 14A on February
14, 2005 is incorporated herein by reference.

(b)(1) Amended and Restated Secured Credit Agreement, dated as of November 2,
2004, by and among Apartment Investment and Management Company, AIMCO
Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management
Company as the borrowers and Bank of America, N.A., Keybank National
Association, and the Lenders listed therein (Exhibit 10.4 to Apartment
Investment and Management Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2004 is incorporated herein by
this reference).

(c)(1) Appraisal Report, dated as of April 28, 2004, by KTR Newmark Real
Estate Services LLC. (Previously filed)

(d) None.

(f) Appraisal Rights (The information set forth under "APPRAISAL RIGHTS"
and Appendix B to the Proxy Statement filed as Exhibit (a)(1) hereto is
incorporated herein by reference.)

(g) None.

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.

Dated: February 14, 2005 U.S. REALTY PARTNERS LIMITED PARTNERSHIP

By: U.S. Realty I Corporation, its
General Partner

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

By: AIMCO-GP, Inc., its General Partner

AIMCO-GP, INC.

U.S. REALTY I CORPORATION

TWIN LAKES APARTMENTS, L.L.C.

By: AIMCO Properties, L.P., its Sole
Member

By: AIMCO-GP, Inc., its General
Partner

By: /s/ Martha L. Long
-----------------------------------
Senior Vice President of each of
the foregoing entities

EXHIBIT INDEX

<Table>
<Caption>
Exhibit No. Description
----------- -----------

(a)(1) Proxy Statement, filed on Schedule 14A on January 24, 2005, is
incorporated herein by reference.

(a)(2) Supplement to the Proxy Statement, filed on Schedule 14A on
February 14, 2005 is incorporated herein by reference.

(b)(1) Amended and Restated Secured Credit Agreement, dated as of
November 2, 2004, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., AIMCO/Bethesda
Holdings, Inc., and NHP Management Company as the borrowers
and Bank of America, N.A., Keybank National Association, and
the Lenders listed therein (Exhibit 10.4 to Apartment
Investment and Management Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2004 is
incorporated herein by this reference).

(c)(1) Appraisal Report, dated as of April 28, 2004, by KTR Newmark
Real Estate Services LLC. (Previously filed)

(d) None.

(f) Appraisal Rights (The information set forth under "APPRAISAL
RIGHTS" and Appendix B to the Proxy Statement filed as Exhibit
(a)(1) hereto is incorporated herein by reference.)

(g) None.
</Table>