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

                               FORM 10-K/AMENDED

[X]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended December 31, 1996                                
                                      OR

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

                Commission file number        33-17577        

                       U.S. Realty Income Partners L.P.                       
            (Exact name of registrant as specified in its charter)
  
          Delaware                                        62-1331754          
(State or other jurisdiction of                (I.R.S. Employer Identification
incorporation or organization)                 Number)

P. O. Box 50507, Nashville, Tennessee                                37205     
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone, including area code         (615)  665-5959           

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

       Title of each class         Name of each exchange on which registered
  NOT APPLICABLE                     NOT APPLICABLE                            
          Securities registered pursuant to section 12(g) of the Act:
                                NOT APPLICABLE                                
                               (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.  Yes  X    No     

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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 II of this Form 10-K or any amendment to this
Form 10-K.  Yes  X    No     

     The aggregate sales price of the limited partnership interests subscribed
for by non-affiliates was $4,858,000 at April 15, 1996.  There is no public
market for these interests.
















                       U.S. REALTY INCOME PARTNERS L.P.
                         1996 FORM 10-K ANNUAL REPORT
                                     INDEX




                                    PART I

Item 1.  Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Item 2.  Properties . . . . . . . . . . . . . . . . . . . . . . . . . . 2 

Item 3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 2

Item 4.  Submission of Matters to a Vote of Limited Partners. . . . . . 2

                                    PART II

Item 5.  Market for the Registrant's Limited Partnership
         Interests and Related Limited Partner Matters. . . . . . . . . 3

Item 6.  Selected Financial Data. . . . . . . . . . . . . . . . . . . . 3

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations. . . . . . . . . . . . . . 4

Item 8.  Financial Statements and Supplementary Data. . . . . . . . . . 9

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure. . . . . . . . . . . . . . 9

                                   PART III

Item 10. Directors and Executive Officers of the Registrant . . . . . . 10

Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . 11

Item 12. Security Ownership of Certain Beneficial Owners
         and Management . . . . . . . . . . . . . . . . . . . . . . . . 11

Item 13. Certain Relationships and Related Transactions . . . . . . . . 12

                                    PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports
         on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . .14

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15





<PAGE>
                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Prospectus of the Registrant dated November 30, 1987, as
supplemented through December 1996 and filed pursuant to Rule 424(b), are hereby
incorporated by reference.


                                    PART 1

Item 1.  Business

     U.S. Realty Income Partners L.P. (the "Partnership") is a Delaware limited
partnership formed in 1987 for the purpose of acquiring, operating, holding and
ultimately disposing of existing income producing residential and commercialreal
estate properties.  The Partnership sold $4,858,000 limitedpartnershipinterests
(the "Units") through November 30, 1989, when it terminated its public offering
(the "Offering") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933, as amended, which Offering registered 20,000 Units. The
Partnership began admitting limited partners on May 15, 1988.  

     The principal investment objectives of the Partnership are:  (i)
preservation and protection of capital; (ii) long-term capital appreciation;
(iii) distribution of current cash flow, some of which may not be subject to
federal income taxes in the early years of the Partnership's operations; (iv)
build-up of equity through reduction of mortgage indebtedness on Partnership
properties; (v) a diversified real estate portfolio; and (vi) federal income tax
deductions during the initial years of the Partnership's operations which may be
used to offset income from the Partnership and possibly other passive sources.

     The Partnership is managed by the general partner of the Partnership
Vanderbilt Realty Joint Venture (the "General Partner").  Vanderbilt Realty
Associates, Inc., acts as the managing partner of the General Partner.  The
General Partner has the responsibility for the initial selection, evaluation and
negotiation of the investments for the Partnership.  In making the Partnership's
investments, the General Partner considered various real property and financial
factors, including the condition and use of the property, the prospects forlong-
range liquidity, income-producing capacity, long-term appreciation and incometax
considerations.  In addition, the General Partner considers the possible effect
of shortages of materials, supplies and energy sources.  As of December 31,1992,
the Partnership had fully invested the proceeds raised in its offering through
the purchase of two properties through joint venture arrangements.  

     The Partnership invested in property only if one or more of the following
conditions were met:  (1) during the period of at least one year preceding the
purchase, the property generated (or would have generated if leases currently in
existence had been in effect) cash flow in an amount estimated to be 
consistent with the Partnership's objectives; or (2) for a period of at leasttwo
years, the projection of income from the property based on executed leases or
other appropriate guarantees indicates the Partnership should obtain from the
property cash flow consistent with its investment objectives.  

    The Partnership has no employees.  The General Partner and its affiliatesare
permitted to perform services for the Partnership for a competitive fee and have
done so.
                                       
     The business of the Partnership is not seasonal and the Partnership does no
foreign or export business.

     A presentation of information about industry segments is not applicable
because the Partnership operates solely in the real estate industry.





Item 2.  Properties.

     In October 1988, the Partnership acquired a 66.67% interest in a Tennessee
joint venture known as Bellevue Plaza Partners owning as its primary asset an
improved shopping center located in Nashville, Tennessee.  The joint venture
interest was acquired for a purchase price of $1,500,000.  Please refer to
Supplement No. 2 dated October 26, 1988 for additional information concerningthe
acquisition of this joint-venture interest which supplement is incorporated
herein by reference.

     In November 1988, the Partnership acquired a 50% ownership interest in a
joint venture known as DR/US West End General Partnership, a Virginia general
partnership (the "DR/US Joint Venture").The DR/US Joint Venture owned an office
building located in Nashville, Tennessee.  See Supplement No. 3 dated November
29, 1988 for additional information concerning this property which supplement is
incorporated herein by reference. The Partnership purchased its interest for an
initial contribution of $900,000.  In order to retain its 50% interest, the
Partnership contributed an additional $1,035,000 to the DR/US Joint Venture by
August 1989.  In 1991, an additional $150,000 was contributed as part of a
Chapter 11 reorganization.  In 1995, the DR/US Joint Venture contributed its
equity position in the office building to Daniels Southeast Venture.  See
"Liquidity and Capital Resources".


Item 3.  Legal Proceedings.


    None.


Item 4.  Submission of Matters to a Vote of Security Holders.

     No matters were submitted to the Limited Partners during the fourth quarter
ended December 31, 1996.

<PAGE>
                                    PART II


Item 5.  Market for the Registrant's Limited Partnership Interests and Related 
         Limited Partner Matters.

     At December 31, 1996, the Partnership had admitted Limited Partners holding
4,858 Units.

     The Partnership does not currently intend to list the Units on a national
securities exchange, and there is no public market for the Units.  If a public
market for the Units does not develop, the Partnership may, in the sole
discretion of the General Partner, repurchase Units under certain circumstances,
as set forth in the Partnership's prospectus.  At the request of a limited
partner, other than a resident of the State of California, who wishes tosellall
or a part of the Limited Partner's Units, the General Partner may assist such
Limited Partner in locating a purchaser, within the limit of applicable laws and
regulations.  Neither the General Partner nor the Partnership is obligated to
redeem or repurchase Units.

Item 6.  Selected Financial Data.

                       U.S. Realty Income Partners L.P.
                       (a Delaware limited partnership)

                                            Year Ended December 31,        
                                       1996          1995           1994      
Selected Income Statement Data:

     Rental Income                   $743,689    $  692,478     $  690,424

     Interest Income                    3,212         6,088          1,971

     Interest Expense                 362,845       366,378        370,034

     Operating Expense                230,326       210,251        195,893
     
     Net Effect of Change in
       Basis of Accounting for
       Investment in Joint 
       Venture                           -      (       118)   (    25,174)

     Net Loss                     ($   52,640)  ($   68,378)   ($   85,202)

     Net Loss Per Limited 
     Partnership Interest         ($    10.29)  ($    13.37)     ($  16.66)
<PAGE>
                       U.S. Realty Income Partners L.P.
                       (a Delaware limited partnership)


                                                Year Ended December 31,        

                                        1996          1995           1994    

Selected Balance Sheet Data:

     Property and Improvements-Net   $4,040,633    $4,196,063     $4,351,493

     Investments in Joint Venture         1,000         1,000          1,000

     Notes Payable                    3,600,032     3,642,603      3,681,141

     Cash Distributions to Limited
     Partners                                 0             0              0

     Cash Distributions per Limited
     Partnership Interest                     0             0              0

     The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing elsewhere in this annual
report.

Item 7.Management's Discussion and Analysis of Financial Condition and Results 
        of Operations.

   As of December 31, 1996, the Partnership had raised $4,858,000 in funds from
Limited Partners.  The Partnership's offering terminated in November 1989.

     During 1988 the Partnership purchased interests in two joint ventures
located in Nashville, Tennessee.  

Bellevue

     In October 1988, the Partnership acquired a 66.67% interest in a Tennessee
joint venture known as Bellevue Plaza Partners holding as its primary asset a
shopping center located in Nashville, Tennessee ("Bellevue") which was renovated
in 1988.The Bellevue property was 100% leased at the end of 1993 - 1996.  Lease
rent from the tenants amounts to $48,367 per occupancy month.  In addition, the
tenants pay common area maintenance charges of $5,881 per month for a total of
$54,248 per month.

    On February 1, 1989, the joint venture obtained a $3,800,000 first mortgage
loan on this property from an unaffiliated lender.  The mortgage bears interest
at a rate of 10% per annum and requires monthly installments of interest only
through February 1, 1991.  Monthly debt service was $31,667 until March 1991 at
which time monthly installments of principal and interest rose to $33,743.  The
loan became due on February 1, 1997.  However, the lender has extended the
maturity to August 1997.  The Partnership is currently negotiating refinancing
this loan.  The Partnership has paid debt service on a current basis.  

The pollution problem is moving slowly.  The State of Tennessee plans to
promulgate rules and regulations pertaining to state-wide pollution problems. 
Hopefully, we would then know what it takes to resolve the problem.  As part of
the overall solution, a "super fund" of money would be made available for
participants such as Ted's Cleaners to pay for the clean up of the pollutants. 
In the meantime, Ted's has accepted responsibility and has funded various
expenses.  In any event, management anticipates no liability to the partnership
due to the existence of this fund and since management believes that the current
tenant is responsible for the cost of the cleanup.

In January, Haverty's did not extend their lease by exercising their option. 
This means their lease terminates at the end of October 1997.  They have
requested to remain in the center for an additional year from October 1996 at a
slightly higher rental rate but with a thirty-day termination rate.  Their lease
would essentially be a month to month lease.  At this time, we do not feel that
we need to commit to this.  A search has started for a replacement tenant who
could go into the center as early as November 1997.  If a tenant is not forth
coming, we would then grant Haverty's request.

In the meantime, Mass Mutual as part of their mortgage extension, is requiring
that all cash-flow be placed in escrow in case the partnership has any expense
for Ted's Cleaners and for tenant improvements and commissions for re-leasingthe
Haverty's space.  Unfortunately, this provision prevents the partnership from
paying any distributions from Bellevue Plaza.



DR/US West End

      In November 1988, the Partnership acquired a 50% ownership interest in a
joint venture known as DR/US West End General Partnership (the "Joint Venture")
which owns an office building located in Nashville, Tennessee.The Partnership's
Joint Venture partner is Daniel West End Limited Partnership,the general partner
of which is the Daniel Corporation ("Daniel").  The property was 95% occupied at
December 31, 1994, 1995 and 1996.  There are no tenant leases currently under
negotiation.   One tenant occupied 45.9% of the space with payments providing
annual lease income of $932,000.  

The partnership contributed 3310 West End office building to a new partnership
in July 1995.  A major reason for this was we had one tenant, Gresham and Smith,
leasing 65,000 squarefeet out of a total of 107,000 square feet with their lease
ending in 1998.  They have terminated their lease and are moving from the
building.  Of course, they are still liable for the rent until their lease
terminates.  Management has known about their planned move for several monthsand
most of the space should be re-leased within six months with a number of tenants
which have equal or better credit.  The positive aspect of this is the building
will not have any loss of rental revenue.  However, there is a cost of over
$1,100,000 that must be paid for tenant improvements and commissions.  This
expense will be paid for from rental cash flow.

Our contribution of 3310 in 1995 to the new partnership with Prudential Life
Insurance paying off the mortgage was a wise decision.  It now enables the
partnership to have sufficient cash flow to pay for these costs.  If we had not
made that change, our partnership would not have the cash flow to pay these
expenses and the partnership would stand a good chance of losing the building.


Liquidity and Capital Resources

    On November 1, 1988, for an initial investment of $900,000, the Partnership
acquired a 50% interest in the DR/US West End General Partnership (the "DR/US
Joint Venture"), a Tennessee general partnership formed to own and operate a
commercialoffice building in Nashville, Tennessee (the "3310 Office Building"). 
The 3310 Office Building was 95% leased at December 31, 1995.  One tenant
occupies 45.9% of the space with payments providing base annual lease income of
$932,000.  The lease for this tenant runs through November 31, 1998, with two
additional three-year options to renew at market rates.  This tenant may cancel
its lease with six months' notice after 1998 with a termination payment equal to
the present value of true rents due using a discount rate of prime plus two
percent.  Also, the tenant has the option to reduce its total square footage,but
extending its lease term.  The first mortgage principal debt balance at June 30,
1995 was $[6,673,138]and bore interest at 9%.  This debt was scheduled to mature
in April, 1997.  In addition, the other joint venture partner loaned $673,512 to
the DR/US Joint Venture at prime plus 1% which was scheduled to mature March 1,
2028, in order to meet the venture to meet its obligations.  Also, there was a
$220,696 nonrecourse promissory note paying interest only at 8% which matured 


February 1, 1997.

      In view of the expiration of the lease for the largest tenant of the 3310
Office Building and the maturity of the senior debt on the property, the DR/US
JointVenture began to consider future plans for the 3310 Office Building as well
as asale of the property and discussed possible alternatives with third parties,
including the Prudential Life Insurance Company of America ("Prudential").

      Effective August 1995, the DR/US Joint Venture contributed all of its
assets to a newly formed limited partnership, the Daniel S.E. Limited
Partnership, a Virginia limited partnership (the US/Daniel Venture").  The
US/Daniel Venture thencontributed its assets to a newly-formed limited liability
company known as Prudential/Daniel Office Venture, LLC, (the "PruDan L.L.C"). 
The members of PruDan LLC are the US/Daniel Venture and Prudential.


      The assets of PruDan LLC consist of:  (1) the 3310 Office Building, a
107,000 square foot office building in Nashville, Tennessee; (2) the Somerset
Park Business Center, a 108,113 square foot six-story office building located in
Raleigh, North Carolina; and (3) Somerset Park, 207,326 square feet in four two-
story office building located in Raleigh, North Carolina (items 2 and 3 are
collectively referred to as the "somerset Buildings").  The assets of PruDan LLC
reflect indirect capital contributions from the Partnership, Daniel Realty
Company ("DRC")andFirst Daniel Realty Development Corporation (collective, with
DRC, "Daniel") and Prudential valued at $1,361,445, $2,131,055 and $31,432,500,
respectively, or equity interests of 3.9%, 6.1% and 90.0%, respectively.  The
Partnership's capital contribution consisted of its interest in the assetsofthe
DR/US Joint Venture, principally the 3310 Office Building.  Daniel's capital
contribution consisted of its interest in the assets of the DR/US Joint Venture
(valued at $355,600) and is interest in the Somerset Buildings (valued at
$1,775,455).Prudential's capital contribution consisted of payoff of $7,537,955
of debt on the 3310 Office Building, plus $120,000 for a new roof repair escrow,
purchasing Metropolitan Life Insurance's interest in the Somerset Buildings,
payoff of debt on the Somerset Buildings, and transactions costs including due
diligence, closing costs, and fees for professional services (legal and
accounting) totalling 1.5% of the transaction.

      In reaching the decision to contribute the Partnership's interest in the
DR/US Joint Venture to the PruDan LLC, the General Partners considered a number
of factors:


      (1)   The 3310 Office Building was subject to a first mortgage loan with
            a principal debt balance at June 30, 1995 of $6,634,502, bearing
            interest at 9%, and scheduled to mature in April 1997.

      (2)   A single tenant, Gresham & Smith ("G&S"), occupied 45.9% of the
            space in the 3310 Office Building providing base annual lease income
            of $932,000 pursuant to a lease scheduled to terminate in October,
            1998, less than nineteen months after maturity of the debt on the
            property.  This lease has been terminated.

      (3)   Based on its present projections, the DR/US Joint Venture estimated
            that all of the existing cash flow between now and the year 2000
            would be required to pay the debt expense and establish a reserve
            necessary to find a replacement tenant for G&S or to make necessary
            tenant improvements.  The General Partners estimate that
            approximately $1,200,000 could be required to make necessary
            improvements to secure new tenants.

      In making these considerations, the General Partners considered two
alternatives totheformation of the PruDan LLC; refinancing and sale of the 3310
Office Building.With the uncertainty surrounding the G&S lease, it was unlikely
that another lender would be willing to make a loan.  G&S would not commit to
extend their lease at this time and even if a new loan could be procured, it is
unlikely that there would be sufficient proceeds to pay off the existing debt. 
The mortgage problem created by the timing of the G&S lease expiration also
served to increase the difficulty in a sale of the property.  For these reasons,
the General Partners believe the PruDan LLC presented the most viable option for
the Partnership.

      The General Partners believe the Partnership's investment in the PruDanLLC
accomplished the following objectives:

      (1)   Eliminated the mortgage problem created by the expiration of the G&S
            lease by retiring all debt on the 3310 Office Building;

      (2)   Reduced the direct risk to the Partnership involving the potential
            expiration of the G&S lease and the potential loss of cash flow.

      (3)   Establishment of a strong working relationship with Prudential, an
            entity with significant capital resources.

      (4)   Diversification of risk from single asset, single location to
            multiple assets in different locations; and

      (5)   Access to cash flow from Bellevue Plaza formerly used for debt
            service on the 3310 Office Building and now available for
            distribution to the Partnership's limited partners.

These objectives were accomplished without requiring any additional debt or the
need for capital contributions from the Partnership's limited partners.  The
General Partners are currently considering the possibility of annual
distributions to the limited partners from the cash flow from Bellevue Plaza.

     The operational results of the Partnership for the years ended December 31,
1996, 1995 and 1994 are summarized below:

Year Ended December 31, 1996:

                                     BELLEVUE      PARTNERSHIP     TOTAL   

Revenues                            $  745,340     $    1,561    $  746,901
     
Operating Expenses                     151,322         79,004       230,326
Interest                               362,845           -          362,845
Depreciation & Amort.                  165,680         20,675       186,355
Refinancing Costs                       28,543           -           28,543
                                       708,390         99,679       808,069

Net Operating Income (Loss)             36,950    (    98,118)  (    61,168)  

Partnership Share                       66 2/3%           100%

Partnership Net Income (Loss)       $   24,633    ($   98,118)  ($   73,485) 
Partnership Cash Flow               $  193,244    ($   56,598)   $  136,646 











Year Ended December 31, 1995:

                                     BELLEVUE      PARTNERSHIP     TOTAL   

Revenues                            $  695,821     $    2,745    $  698,566
     
Operating Expenses                     143,657         66,594       210,251
Interest                               366,378           -          366,378
Depreciation & Amort.                  176,761         10,427       187,188
                                       686,796         77,021       763,817

Net Operating Loss                 (     9,025)   (    74,276)  (    65,251)  

Partnership Share                       66 2/3%           100%

Partnership Net Loss                $    6,017    ($   74,276)  ($   68,259) 
Partnership Cash Flow               $   53,750    ($   63,849)  ($   10,099)



Year Ended December 31, 1994:

                         BELLEVUE         DR/US      PARTNERSHIP     TOTAL   

Revenues                $  691,875     $1,840,514    $      520    $2,532,909
     
Operating Expenses         140,832        734,155        55,061       930,048
Interest                   370,034        694,176          -        1,064,210
Depreciation & Amort.      173,598        510,169        10,428       694,195
                           684,464      1,938,500        65,489     2,688,453

Net Oper. Income (Loss)      7,411    (    97,986)  (    64,969)  (   155,544) 

Partnership Share          66 2/3%         50%            100%

Prtrshp Net Inc. (Loss) $    4,941    ($   48,993)  ($   64,969)  ($  109,021)
Partnership Cash Flow   $  101,042     $        0   ($   54,541)   $   46,501 




   The Partnership has utilized the proceeds of the offering as set forth under
"Estimated Use of Proceeds of the Offering," in the Partnership's Prospectus to
acquire, operate and hold for investment existing income producing residential
and commercial real estate properties. Since the proceeds of the offering are
less than the maximum amount the Partnership was unable to diversify its
investments to the extent initially desired.

   The Partnership has established a working capital reserve of 5% of the gross
proceeds of the offering.  After May 15, 1990 the Partnership's Prospectus
provided that the working capital reserve could be reduced to 3% depending upon
the Partnership's experience with its properties.  At December 31, 1996, the
Partnership had $291,829 in cash and cash equivalents.  This represents 6% of
capital raised.  In the event such reserves are insufficient to satisfy
unanticipated costs, the Partnership will be required to borrow additional funds
to meet such costs.      
    

    Due to the ongoing commitments with the lenders on the Joint Venture, the
General Partner has deemed it advisable not to make any cash distributions since
May 1990.  The General Partner does expect to make cash distributions in 1997. 
However, the amount is not known at this time.


Item 8.  Financial Statements and Supplementary Data.

     See Index to Financial Statements on Page F-l of Form 10-K for Financial
Statements and Financial Statement schedules, where applicable.

Item 9.  Changes in and Disagreements with Accountants on Accounting and       
         Financial Disclosure.

     None.

<PAGE>
                                   PART III


Item 10.  Directors and Executive Officers of the Partnership.

     The General Partner of the Partnership is Vanderbilt Realty Joint Venture,
a Tennessee general partnership.  The constituent partners of Vanderbilt Realty
Joint Venture are Vanderbilt Realty Associates, Inc., a Tennessee corporation
wholly owned by Mr. Robert Bond Miller, and American Financial Planners Group,
Inc., a New York corporation.  The Partnership is managed by the General Partner
through Miller & Associates, Inc., an Affiliate of the General Partner.

     The following persons are the principal representatives of the constituent
partners oftheGeneral Partner and are responsible for the day-to-day operations
of the Partnership:

     Name                                               Age

     Robert Bond Miller                                  61
     Donald R. Zoch                                      40
     Lee Rosenberg                                       43


     Robert Bond Miller.  Mr. Miller serves as President of Vanderbilt Realty
Associates, Inc., and Miller & Associates, Inc.  Prior to establishing Miller &
Associates, Inc., he served as President of Jacques-Miller, Inc., which he co-
founded in 1969.  During this tenure, Jacques-Miller, Inc., and its affiliates
acquired over 165 properties valued in excess of $600 million and raised a total
of $350 million in capital from 15,500 investors.

     From 1965 to 1968, Mr. Miller was in charge of the Nashville office of
Blair, Follin, Allen & Walker, where he was responsible for sales and
installation of fringe benefit programs, including life, disability and health
insurance plans.  Previously he was associated with Massachusetts Mutual Life
Insurance Co., from 1960 to 1965, during which time he became a Life Member of
the Million Dollar Roundtable and earned the Chartered Life Underwriter
designation.  A founding member of the International Association of Financial
Planners (IAFP), he established the organization's Nashville Chapter and served
as its first President.

     Mr. Miller received a Bachelor of Science degree in Aeronautics from St.
Louis University.  Following graduation, he served three years in the U.S. Air
Force, receiving his honorable discharge as a first lieutenant.

     Donald R. Zoch.  Mr. Zoch is an executive officer of American Financial
Planners Group, Inc.  Mr. Zoch has lectured extensively in this field and is a
Certified Financial Planner, Registered Investment Advisor and is licensed with
the National Association of Security Dealers, Inc. ("NASD").  Zoch & Zoch
FinancialGroup,Inc.has been active in the financial planning field since 1975;
Mr. Zoch was an Adjunct Professor at the College of Financial Planning in New
Jersey and received a Bachelor of Arts degree in Business from Catholic
University of America, Washington, D.C.



     Lee Rosenberg.  Mr. Rosenberg is an executive officer of American Financial
Planners Group, Inc. and has more than 14 years experience in financial planning
Mr. Rosenberg has been a partner in ARS Financial Services, Inc., Valley Stream,
New York, a firm specializing in personal financing planning for more than five
years.  He is a Certified Financial Planner, Registered Investment Advisor and
is licensed with the NASD, and is currently a member and serves on the Board of
Directors of the Long Island Society of the Institute of Certified Financial
Plannersaswell as being a Director of the New York Chapter of National Speakers
Association.

     Mr. Rosenberg received a Bachelor of Arts degree in Business from Brooklyn
University, Brooklyn, New York.

     There are no family relationships among executive officers and directors.

Miller & Associates, Inc.

     Miller & Associates, Inc. was formed in 1986 by four individuals who were
officers of Jacques-Miller, Inc., a Tennessee corporation, which acts as a
general partner in real estate limited partnerships.  Three of these four
individuals are no longer affiliated with Miller & Associates, Inc.  Mr. Robert
Bond Miller is the sole shareholder of Miller & Associates, Inc.

     Mr. Miller, the president of Miller & Associates, Inc. served as president
ofJacques-Miller,Inc.,acompany he co-founded in 1969.  In addition, Mr. Miller
served as a general partner of Jacques-Miller Associates, an affiliate of
Jacques-Miller, Inc., which entity served as a general partner of various
investment partnerships sponsored by Jacques-Miller, Inc.

Item 11.  Executive Compensation.

     The Partnership is required to pay certain fees, make distributions and
allocate a share of the profits and losses of the Partnership to the General
Partner.  See pages 11 to 13 of the Prospectus of the Partnership, which pages
are incorporated herein by reference, for a discussion of the compensation
payable to the General Partner and its Affiliates, as well as Note G to the
Financial Statements included herein.

     The General Partner and its Affiliates may not be reimbursed by the
Partnership foritsoverhead costs or expenses, and no overhead costs or expenses
of the General Partner or its Affiliates can be allocated to or paid by the
Partnership.  However, direct costs may be reimbursed, including employee time
spent on Partnership matters.  The foregoing reimbursements of expenses will be
made regardless of whether any distributions of Operating Cash Flow are made to
the Limited Partners.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     (a)  Limited Partners were admitted beginning May 15, 1988 and admissions
ceased in November 1989, at which time the Partnership's offering terminated. 
As of this date, the Partnership is not aware of any person or group who has
subscribed for more than 5% of the outstanding Units.


     (b)  The officers and directors of the general partners of the General
Partner of the Partnership as a group have subscribed for the following Units:


Amount of Class               Beneficial Ownership       Percent of Class

Units of Limited
Partnership Interest                  None                       0%

     No officer or director of the general partners of the General Partner
possesses a right to acquire beneficial ownership of additional Units other than
those noted above.

Item 13.  Certain Relationships and Related Transactions.

     The Partnership is subject to various conflicts of interest arising out of
its relationship with the General Partner and its Affiliates.  All agreementsand
arrangements, including those relating to compensation, between the Partnership
and the General Partner and its Affiliates are not the result of arm's-length
negotiations.  

     Affiliates of the General Partner have been general partners or managers of
other limited partnerships or groups of investors, which have invested in real
properties.  In addition, the General Partner and its Affiliates have and
continue to form and manage or advise additional public and private real estate
investment entities.  The General Partner and its Affiliates will have conflicts
ofinterestin allocating management time, services and functions between various
existing partnerships and any future partnerships which they may organize or
serve, as well as other business ventures in which they are involved.  Miller &
Associates, Inc., which, for a property management fee, may perform property
management services for Partnership properties, and may also, in the future,
solicit outside property management accounts.

     Many of the officers and directors of the constituent partners of the
General Partner are also officers and directors of one or more entities (many of
which are affiliated with the General Partner) which engage in the development,
brokerage, sale, operation or management of real estate. 

     The General Partner and its Affiliates do intend to sponsor privately
offered real estate partnerships although it is not anticipated that the
investment objectives of such partnerships will be the same as those of the
Partnership.  

     The General Partner has certain interests in the Operating Cash Flow, Net
Sale or Refinancing Proceeds and profits and losses of the Partnership.  Because
the timing and amount of Operating Cash Flow, Net Sale or Refinancing Proceeds
and profits and losses of the Partnership received by, or allocated to, the
Limited Partners may be affected by decisions of the General Partner, including
the timing of a sale of any of the Partnership properties, the establishment and
maintenance of reasonable reserves, the timing of expenditures, the level of
mortgage amortization and other matters, the General Partner may have a conflict
of interest with respect to such determinations.



     Where conflicts arise from anticipated transactions with Affiliates of the
General Partner, the limitations described below have been adopted.

     While the Partnership will make no loans to the General Partner or its
Affiliates, the Partnership may borrow money from the General Partner or its
Affiliates but only on terms as to interest rate, security, fees and other
charges at least as favorable to the Partnership as that changed by unaffiliated
lending institutions in the same locality on comparable loans for the same
purpose.

     The General Partners and its Affiliates are not prohibited from providing
services to, and otherwise dealing or doing business with, persons who deal with
the Partnership, although there are no present arrangements with respect to any
such services.  However, no rebates or "give-ups" may be received by the General
Partner or any of its Affiliates, nor may the General Partner or any such
Affiliates participate in any reciprocal business arrangement which would have
the effect of circumventing any of the provisions of the Agreement.


     Zoch & Zoch Financial Group, Inc., a broker-dealer affiliated with the
General Partner, acted as Selling Agent in the offering but did not receive
selling commissions.
<PAGE>
                                    PART IV

Item 14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K.

     (a)  The following documents are filed as part of this report:

          (1)  (2)  Financial Statements and Schedules

(See index offinancialstatements filed with this annual report included in Item
8.)

          (3)  Exhibits

               (a)  Restated Limited Partnership Agreement of the Partnership
                    is hereby incorporated by reference to the Prospectus of 
                    the Partnership dated November 30, 1987, as filed with 
                    the Securities and Exchange Commission, File No. 33-17577,
                    as supplemented December 28, 1987, October 26, 1988, and
                    November 29, 1988.

               (b)  Annual Report

     (b)  The following reports on Form 8-K were filed since the beginning ofthe
last quarter of the period covered by this report:  

               DATE                                 

               None                                   



<PAGE>
                                  SIGNATURES

     
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  U.S. REALTY INCOME PARTNERS L.P.

                                  By:  Vanderbilt Realty Joint Venture
                                       the General Partner

                                       By:  Vanderbilt Realty Associates, Inc.
                                            its Managing General Partner

                                       By:  Robert Bond Miller                
                                            Robert Bond Miller
                                            President, Director, Chief 
                                            Executive Officer, Chief Financial
                                            Officer and Chief Accounting 
                                            Officer