SECURITIES
      AND EXCHANGE COMMISSION





Washington,
      D.C. 20549


FORM
      10-K/A





FORM
      10-K/A.-AMENDED ANNUAL REPORT PURSUANT TO SECTION 13


OR
      15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934





AMENDMENT
      NUMBER 1. AS TO ITEM 15 FINANCIAL STATEMENTS





(Mark
      One)


[x]
      Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of
      1934


[Fee
      Required]


For
      the
      fiscal year ended December 31, 2004





or





[ 
      ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 ****


[No
      Fee
      Required]


For
      the
      transition period from  to




Commission
      file Number: 0-8952


SB
                  Partners(Exact
                  name of registrant as specified in its
                  charter)
  New
                  York
              
              13-6294787(State
                  of other Jurisdiction of
                incorporation
                  or organization)
              
              (I.R.S.
                  Employer
                Identification
                  No.)1251
                  Avenue of the Americas, N.Y.,
                  N.Y.
              
              10020(Address
                  of principal executive
                  offices)
              
              (Zip
                  Code)




Registrant's
      telephone number, including area code (212)
      408-2900




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




Title
                of each Class
            
            Name
                of each exchange on which
                registeredNONE





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




Units
                of Limited Partnership
                Interests(Title
                of
                Class)









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. [X] Yes [ ] No





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (sec.229.405 of this chapter) is not contained herein, and will
      not be contained, to the best of 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) (Amended by Exch Act Rel No. 28869,
      eff.
      5/1/91.)





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





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and ask price of such common equity, as of the
      last business day of the registrant’s most recently completed second fiscal
      quarter.





NOTE:
      If
      a determination as to whether a particular person or entity is an affiliate
      cannot be made without involving unreasonable effort and expense, the aggregate
      market value of the common stock held by non-affiliates may be calculated on
      the
      basis of assumptions reasonable under the circumstances, provided that the
      assumptions are set forth in this Form.





Not
      Applicable


---------------------





APPLICABLE
      ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:


Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act
      of
      1934 subsequent to the distribution of securities under a plan confirmed by
      a
      court. [  ] Yes [  ] NO




Not
      Applicable


---------------------




(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)





Indicate
      the number of shares outstanding of each of the registrant's classes of common
      stock, as of the latest practicable date.




Not
      Applicable


---------------------





DOCUMENTS
      INCORPORATED BY REFERENCE.


List
      hereunder the following documents if incorporated by reference and the Part
      of
      the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
      incorporated: (1) Any annual report to security holders; (2) Any proxy or
      information statement; and (3) Any prospectus filed pursuant to Rule 424(b)
      or
      (c) under the Securities Act of 1933. The listed documents should be clearly
      described for identification purposes (e.g. annual report to security holders
      for fiscal year ended December 24, 1980).





None


-------









ITEM
      15.
      EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS





The
      registrant’s Form 10-K for the year ended December 31, 2004 has been amended to
      reflect the inclusion of the audited financial statements of Waterview
      Associates, L.P. for the same period in accordance with Rule 3-09 of Regulation
      S-X.





Waterview
      Associates, L.P. is a joint venture, of which the Registrant is a partner,
      that
      owns an apartment property in West Chester, Pennsylvania. The registrant
      accounts for the investment using the equity method.




































**Waterview
      Associates L.P.**


**(a
      limited partnership)**


**Financial
      Statements**


**December
      31, 2004, 2003 and 2002**












































**PricewaterhouseCoopers
                LLP**
              Two
                Commerce Square, Suite 1700
              2001
                Market Street
              Philadelphia,
                PA, 19103-7042
              Telephone
                (267) 330 3000
              Faxsimile
                (267) 330 3300






**Report
      of Independent Auditors**




To
      the
      Partners of


Waterview
      Associates, L.P.




In
      our
      opinion, the accompanying balance sheets and the related statements of
      operations, changes in Partners’ capital, and cash flows present fairly, in all
      material respects, the financial position of Waterview Associates, L.P. (the
      “Partnership”) as of December 31, 2004 and 2003, and the results of its
      operations and its cash flows for the years ended December 31, 2004 and
      2003 and for the period from April 30, 2002 (“Inception”) through
      December 31, 2002, in conformity with accounting principles generally
      accepted in the United States of America. These financial statements are the
      responsibility of the Partnership’s management; our responsibility is to express
      an opinion on these statements based on our audits. We conducted our audits
      of
      these statements in accordance with auditing standards generally accepted in
      the
      United States of America. Those standards require that we plan and perform
      the
      audit to obtain reasonable assurance about whether the financial statements
      are
      free of material misstatement. An audit 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.








/s/
      PricewaterhouseCoopers LLP


Philadelphia,
      Pennsylvania


January 17,
      2005, except for Footnote 9


which
      is December 22, 2005








**Waterview
      Associates, L.P.**


**(a
      limited partnership)**


**Balance
      Sheets**


**December
      31, 2004 and 2003**





in
        thousands of dollars
  **2004**
              
              **2003****Assets**Cash and cash equivalents
              $
                  73
              
              $
                  114Accounts
                  receivable, net of allowance of $40 in 2004 and
                $47
                  in 2003, respectively
              29
              
              74Rental Properties, at costLand
              2,657
              
              2,657Land
                  improvements
              499
              
              493Building
                  and improvements
              15,095
              
              15,075Furnishings
                  and equipment
              480
              
              40018,731
              
              18,625Less:
                  Accumulated depreciation
              (1,295)
              
              (799)17,436
              
              17,826Prepaid
                and other assets
              263
              
              333$
                  17,801
              
              $
                  18,347**Liabilities and Partners’
                Capital**LiabilitiesAccounts
                  Payable
              $
                  93
              
              $
                  28Accrued
                  expenses and other liabilities
              209
              
              172Security
                  deposits payable
              72
              
              131Prepaid
                  rents
              28
              
              87Debt
                  Obligation
              13,871
              
              14,01214,273
              
              14,430Partners’
capital
                - see statement
              3,528
              
              3,917$
                  17,801
              
              $
                  18,347






The
          accompanying notes are an integral part of these financial
          statements.




**Waterview
        Associates, L.P.**
 **(a
        limited partnership)**
 **Statement
        of Operations**
 **Years
        Ended December 31, 2004 and 2003 and the**
 Period
        from April 30, 2002 ("Inception") through
        December 31, 2002
 
 in
          thousands of dollars







**2004**
            
            **2003**
            
            **2002****Revenues**Rental revenue
            $
                2,834
            
            $
                2,742
            
            $
                1,992Other
              revenue
            96
            
            83
            
            -2,930
            
            2,825
            
            1,992**Costs
              and expenses**Rental
              operations
            1,762
            
            1,572
            
            1,069General
              and administrative
            66
            
            43
            
            33Interest
            1,036
            
            1,043
            
            702Depreciation
            495
            
            485
            
            3143,359
            
            3,143
            
            2,118Net
              loss
            $
                (429)
            
            $
                (318)
            
            $
                (126)







The
          accompanying notes are an integral part of these financial
          statements.




**Waterview
      Associates, L.P.** **(a
        limited partnership)**
 **Statement
        of Changes in Partners' Capital**
 **Years
        Ended December 31, 2004 and 2003 and the**
 **Period
        from April 30, 2002 ("Inception") through
        December 31, 2002**
 
 (*in
          thousands of dollars*)






**Partners’ capital, April 30,
              2002 (“Inception”)**
            $
                4,380Net
              loss
            (126)**Partners’ capital, December 31,
              2002**
            4,254Partner contributions
            31Partner distributions
            (50)Net
              loss
            (318)**Partners’ capital, December 31,
              2003**
            3,917Partners contributions
            40Net
              loss
            (429)**Partners’
capital,
              December 31, 2004**
            $
                3,528




The
          accompanying notes are an integral part of these financial
          statements.




**Waterview
      Associates, L.P.** **(a
        limited partnership)**
 **Statement
        of Cash Flows**
 **Years
        Ended December 31, 2004 and 2003 and the**
 **Period
        from April 30, 2002 ("Inception") through
        December 31, 2002**
 
 (*in
          thousands of dollars*)




**2004**
              
              **2003**
              
              **2002****Cash flows from operating
                activities**
              $
                  (429)
              
              $
                  (318)
              
              $
                  (126)Net
                lossAdjustments
                to reconcile net loss to net cashProvided
                  by operating activitiesDepreciation
              496
              
              485
              
              314Changes
                  in assets and liabilitiesDecrease
                  (increase) in accounts receivable
              45
              
              (23)
              
              18Decrease
                  (increase) in prepaid and other assets
              70
              
              (82)
              
              (107)Increase
                  (decrease) in accounts payable
              65
              
              (20)
              
              48Increase
                  in accrued expenses and other liabilites
              37
              
              13
              
              79(Decrease)
                  increase in security deposit payable
              (59)
              
              131
              
              -(Decrease)
                  increase in prepaid rents
              (59)
              
              13
              
              -Net
                  cash and cash equivalents provided by
                operating
                  activities
              166
              
              199
              
              226**Cash
                flows used in investing activities**Capital
                expenditures
              (106)
              
              (76)
              
              (50)**Cash
                flows used in financing activities**Scheduled
                principal repayments on debt obligations
              (141)
              
              (133)
              
              (82)Contributions
                from Partners
              40
              
              31
              
              -Distributions
                to Partners
              -
              
              (50)
              
              -Net
                  cash and cash equivalents used by financing activites
              (101)
              
              (152)
              
              (82)Net
                (decrease) increase in cash and cash equivalents
              (41)
              
              (29)
              
              94**Cash
                and cash equivalents**Beginning
                of period
              114
              
              143
              
              49End
                of period
              $
                  73
              
              $
                  114
              
              $
                  143**Supplemental
                disclosure of cash flow information**Cash
                paid during the period for interest
              $
                  1,037
              
              $
                  1,044
              
              $
                  613




The
          accompanying notes are an integral part of these financial
          statements.




**Waterview
      Associates, L.P.** **(a
        limited partnership)**
 **Notes
        to Financial Statements**
 **December
        31, 2004, 2003 and** **2002**




**1.**
            **Business
                Operations and
                Organization**




On
      April 3, 2002, SBP Waterview GP, LLC and SB Partners (collectively the
“Sentinel Partners”) entered into a Partnership Admission and Contribution
      Agreement to acquire 75% of the interests in Waterview Associates, L.P. (the
      “Partnership”) from Waterview Management Co. (the Predecessor General Partner
“GP”) and Steven H. Korman, Bradley J. Korman, Lawrence M. Korman and Mark G.
      Korman (collectively the “Korman Partners”). On April 30, 2002
      (“Inception”) the Korman Partners and the Sentinel Partners (collectively the
“Partners”) amended and restated the Limited Partnership Agreement whereby SBP
      Waterview GP replaced the Predecessor GP as the sole General Partner and revised
      the terms to reflect a new agreement among the Partners. As a result, these
      transactions have been reflected as the formation of a new joint venture at
      agreed-upon values. The new joint venture continued the operations of the
      Partnership.




The
      Partnership is the owner and operator of an apartment complex consisting of
      207
      apartment units, recreational facilities, and associated commercial space
      located in West Chester, Pennsylvania (the “Property”).




**2.**
            **Significant
                Accounting Policies**




**Cash
      and Cash Equivalents**


The
      Partnership considers all highly liquid investments with maturities of three
      months or less when purchased to be cash equivalents. The Company maintains
      its
      cash and cash equivalents primarily on deposit with one financial institution
      and at times these balances exceed federally insurable limits. Management of
      the
      Partnership believes it adequately mitigates this risk by only investing in
      or
      through major financial institutions.




**Rental
      Properties**


Property
      and equipment are stated at cost. The cost of major additions and betterments
      are capitalized; maintenance and repairs, which do not improve or extend the
      life of the respective assets, are charged to operations as incurred. When
      property is retired or otherwise disposed of, the cost of the property and
      the
      related accumulated depreciation are removed from the accounts and any resulting
      gains or losses are reflected in income for the period.




The
      Partnership’s assets are depreciated over the following useful lives using the
      straight-line method of depreciation:




Building
                and improvements
            15-40
                yearsFurnishings and equipment
            5-7
                years




**Tenant
      Security Deposits**


During
      2003, the Partnership changed the accounting policy for tenant security
      deposits. As of December 31,
      2004 and 2003, tenant security deposits are carried on the financial statements
      of the Partnership as both an asset, in prepaid and other assets, and liability,
      in security deposits payable. For the period from April 30, 2002 through
      December 31, 2002, security deposits were held by the management company,
      SHK Management Co., Inc.




The
          accompanying notes are an integral part of these financial
          statements.




**Waterview
      Associates, L.P.**


**(a
      limited partnership)**


**Notes
        to Financial Statements**
 **December
        31, 2004, 2003 and** **2002**





**Federal
      Income Tax Reporting**


No
      provision for Federal income taxes is necessary in the financial statements
      of
      the Partnership because, as a partnership, it is not subject to Federal income
      tax. The tax effects of its activities accrue to the Partners.




The
      Partnership’s tax returns and the amount of allocable profits and losses are
      subject to examination by federal and state taxing authorities. The tax
      liability of the partners could be modified if such an examination resulted
      in
      changes to Partnership profits and losses.




**Use
      of Estimates**


The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosures of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting period. Actual results could differ from those
      estimates.




**Reclassifications**


Certain
      amounts in the year
      ended December 31, 2003 have been reclassified to conform to the
      presentation for the year ended December 31, 2004.




**3.**
            **Other
                Assets**




Other
      assets as of December 31, 2004 and 2003 include restricted cash of
      approximately $99,400 and $93,000, respectively, for a replacement reserve
      and
      insurance and real estate escrows required under the first mortgage obligation
      of the Partners. As of December 31, 2004 and 2003, the Partnership also had
      security deposits in escrow of approximately $72,000 and $138,000,
      respectively.




**4.**
            **Debt
                Obligations**




On August 3,
      2001, the Partnership entered into a $14,300,000 mortgage note which accrues
      interest at the fixed rate of 7.31% per annum and requires monthly payments,
      including interest and principal equal to $ 98,134. The remaining principal
      balance of approximately $12.4 million and all accrued but unpaid interest
      is
      due at maturity on September 1, 2011. Generally, prior to June 1,
      2011, the loan may not be prepaid and thereafter is pre-payable without penalty.
      However, subject to terms of the agreement, the loan may be defeased by the
      Partnership. The debt obligation is collateralized by the Property.




The
      following is a summary of estimated maturities over the next five years and
      thereafter:




*(in
      thousands of dollars)*






2005
            $
                1552006
            1672007
            1792008
            1902009
            208Thereafter
            12,972$13,871




The
          accompanying notes are an integral part of these financial
          statements.




**Waterview
      Associates, L.P.** **(a
        limited partnership)**
 **Notes
          to Financial Statements**
 **December
          31, 2004, 2003 and** **2002**




**5.**
            **Related
                Party Transactions**




The
      property is managed by SHK Management Co., Inc., whose owner is a partner of
      the
      Partnership. For this service, the management company receives a fee equal
      to
      5 %
      of
      gross rents received.




For
      the
      years ended December 31, 2004 and 2003 and for the period from
      April 31, 2002 (“Inception”) through December 31, 2002, the
      Partnership paid management fees of approximately $147,000, $140,000 and
      $103,000, respectively, which are included as part of rental operations
      expenses.




**6.**
            **Long-Term
                Retail Leases**




The
      Property had certain long-term retail tenants occupying a commercial building
      on
      the property. The Partnership received approximately $78,000, $82,000 and
      $47,000 related to these leases for the years ended December 31, 2004 and
      2003 and for the period from April 31, 2002 (“Inception”) through
      December 31, 2002, respectively. As of December 31, 2004, these lease
      expiration dates range from December 2004 through August 2012 and
      provide for future annual rents as follows:




2005
            $
                58,0002006
            60,0002007
            63,0002008
            65,0002009
            36,000Thereafter
            70,000




**7.**
            **Other
                Commercial Leases**




During 2000,
      the Partnership entered into a leasing agreement (the “Agreement”) whereby
      certain recreational facilities at the Property will be managed by a
      professional management company, on a year-to-year basis. According to the
      terms
      of the Agreement, the Partnership receives base minimum rents of $7,000 per
      month in addition to percentage rents equal to 50% of all gross receipts, as
      defined in the Agreement, greater than $130,000. For the period April 30,
      2002 (“Inception”) through December 31, 2002, the Partnership recognized
      total revenue of approximately $44,800.




During
      2003, the Partnership fully reserved past due rent balances from the year ended
      December 31, 2003 and the period
      from April 30, 2002 (“Inception”) through December 31,
      2002 of
      approximately $47,000 relating to the Agreement. The Partnership terminated
      the
      Agreement during 2003 due to the failure of the tenant to perform under the
      lease. During 2004, the Partnership received approximately $9,000 in cost fees
      from the Agreement. The remaining $38,000 is fully reserved, however, the
      Partnership continues to pursue collection.




**8.**
            **Commitments
                and Contingencies**




The Partnership
      from time to time is a defendant in litigation in the normal course of business
      as a property owner. Management does not believe that the outcome of such
      litigation will have a material adverse effect on the financial position or
      results of operations of the Partnership.




In
      the
      normal course of business, the Partnership may, from time to time, enter into
      contracts or agreements with tenants and other vendors that commit the
      Partnership to specific or contingent liabilities. For the years ended
      December 31, 2004 and 2003 and the period from April 30,
      2002 (“Inception”) through December 31, 2002, there were no contracts or
      agreements that management considers significant (either individually or in
      the
      aggregate) to the financial position or result of operations of the
      Partnership.




The
          accompanying notes are an integral part of these financial
          statements.
 
 
  **Waterview
        Associates, L.P.** **(a
          limited partnership)**
 **Notes
            to Financial Statements**
 **December
            31, 2004, 2003 and** **2002**




**9.**
            **Subsequent
                Event**




As
      of
      December 31, 2005, the Partners made additional contributions totaling $500,000 to
      the
      Partnership to fund operating deficits.




Additionally
      on December 22, 2005 the Partnership sold the property for a gross sales price
      of $25,750,000 resulting in a gain of approximately $8 million. The net proceeds
      after closing costs were in part used to defease the principal balance of the
      debt obligation, $2 million in defeasement costs and distributions to partners
      of approximately $5.8 million and $2.3 million to the Sentinel Partners and
      the
      Korman Partners, respectively. The remaining cash was retained by the
      Partnership to wind up its affairs. It is expected that the Partnership will
      be
      liquidated in late 2006 and any remaining cash distributed at that
      time.





The
          accompanying notes are an integral part of these financial
          statements.




SIGNATURES





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned hereunto
      duly authorized.







SB
              Partners(Registrant)By:
            SB PARTNERS REAL ESTATE
              CORPORATION
              GENERAL
                PARTNERSDate:
              February 23, 2006
            
            /s/
              David WeinerBy:
            David Weiner
              Vice ChairmanPrincipal Financial & Accounting
              OfficerDate:
              February 23, 2006
            
            /s/
              George N. Tietjen IIIBy:
            George N. Tietjen III
              Chief Financial Officer &
                Treasurer