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


	FORM 10-K

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

For the fiscal year ended December 31, 1998                                
	
                                         
	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 March 31, 1999.  There is no public 
market for these interests.



	U.S. REALTY INCOME PARTNERS L.P.
	1998 FORM 10-K ANNUAL REPORT
	INDEX



	PART I

Item 1.  Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Item 2.  Properties . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Item 3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 4

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

	PART II

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

Item 6.  Selected Financial Data. . . . . . . . . . . . . . . . . . . . 5

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations. . . . . . . . . . . . . . 6

Item 8.  Financial Statements and Supplementary Data. . . . . . . . . . 12

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure. . . . . . . . . . . . . . 12

	PART III

Item 10. Directors and Executive Officers of the Registrant . . . . . . 13

Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . 14

Item 12. Security Ownership of Certain Beneficial Owners
         and Management . . . . . . . . . . . . . . . . . . . . . . . . 14

Item 13. Certain Relationships and Related Transactions . . . . . . . . 15

	PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports
         on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . 17

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18



	DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Prospectus of the Registrant dated November 30, 1987, as 
supplemented through December 1998 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 incomeproducing residential andcommercial real 
estate properties.The Partnership sold $4,858,000 limited partnership interests 
(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 whichmay 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 for long-
range liquidity,income-producing capacity,long-term appreciation and income tax 
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 least two 
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 affiliates are 
permitted to perform services for the Partnership for acompetitive 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 concerning the 
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, 1998.



	PART II


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

    At December 31, 1998, 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 to sell all 
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,        
                                       1998         1997          1996      
Selected Income Statement Data:

     Rental Income                   $593,069    $  732,267     $  743,689

     Interest Income                   16,883         6,236          3,212

     Interest Expense                 352,958       357,889        362,845

     Operating Expense                226,415       210,126        230,326
     
     Income from Joint Venture         47,344        30,709         20,845

     Net Income (Loss)            ($   71,808)   $    4,065    ($   52,640)

     Net Income (Loss) Per 
     Limited Partnership Interest ($    14.04)   $      .79    ($    10.29)


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


               	                             Year Ended December 31,       
                                        1998          1997           1996    

Selected Balance Sheet Data:

     Property and Improvements-Net   $3,729,821    $3,885,252     $4,040,633

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

     Notes Payable                    3,505,577     3,557,105      3,600,032

     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, 1998, 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.  The mortgage holder, Mass Mutual, has 
continued to extend the mortgage.A refinancing will occur when the vacant space 
is re-leased and the pollution problem with Ted's Cleaners is financed.  The 
State of Tennessee has promulgated rulesandregulations pertaining to state wide 
pollution problems.  Ted's Cleaners has made application to the Industry "Super 
Fund" to obtain money to clean up the pollution.The problem should be addressed 
this spring.  Hopefully, there will be a final resolution this year.  
Haverty's moved from the center at the end of Occtober, 1997.We have reached an 
agreement with T. J. Maxx/Marshalls for 28,300 sq. ft.  Our Partnership has 
completed work on the space which includes tear out, removal of existing 
fixtures, providing a separate meter,upgrading the elctrical supply and putting 
the HVAC in good working order.The tenant was responsible for the completion of 
any work to make the space suitable to the tenant.  As our Partnership does not 
have extensive reserves, the tenant has fronted the cost of this and the 
Partnership will repay the amount from the first two years lease payments.  The 
term of the lease is 10 years.  Lease payments will yield approximately $50,000 
more revenue to the Partnership each year after the first two years than
received from the lease with Haverty's.  However, for the next two years, this 
center will only break even on a cash flow basis.  The Partnership has paid 
debt service on a current basis.  



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 LimitedPartnership,the general partner 
of which is the Daniel Corporation ("Daniel"). The property was 95% occupied at 
December 31, 1994, 1995 and 1996.  When Gresham and Smith moved last March the 
Partnership began a program to re-lease the 65,000 sq. ft. of space. As of this 
date, all but 1,400 sq. ft. has been re-leased.  In 1998 the Partnership will 
have to fund tenant build out and brokerage commissions in an amount of 
$1,300,000. This will have to come from operational cash flow.  Lastly, a new 
roof and decking for the building were completed in 1997.  

The partnership contributed 3310WestEnd office building to a new partnership in 
July 1995.  A major reason for this was we had one tenant, Gresham and Smith, 
leasing 65000 square feet out of a total of 107000 square feet with their lease 
ending in 1998.  They have terminated their lease and moved  from the building. 

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.








Properties in Raleigh, NC

These properties consist of one 110,000 sq. ft. building (Center 98) and four 
50,000 sq. ft. buildings (Park).  These buildings are operating according to 
schedule.  Prudential Life Insurance Company has funded the Partnership with 
approximately $7,280,000 to build a garage and a new 55,600 sq. ft. building 
which was completed at the end of 1998.Approximately 95% of this space has been 
leased.  The new parking garage will have 178 spaces.  

In the next couple of months a nationally known brokerage firm will be retained 
to determine the market value of the office buildings and secureany interest in 
the purchase of them.

With the circumstances regarding the shopping center and the $1,300,000 payment 
due on the 3310 Office Building, it does not appear there will be any cash 
distribution in 1998 from operations.  However, if the study and interest 
regarding the office buildings prove positive, there is a possibility of one or 
more sales of the office buildings.  Our Partnership will make distributions to 
the partners when this occurs.

Liquidity and Capital Resources

	On November 1, 1988, for an initial investment of $900000,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 
commercial office building in Nashville, Tennessee(the "3310 Office Building").

	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 
Joint Venture began to consider future plans for the 3310OfficeBuilding as well 
asa sale of the property and discussed possible alternatives withthird 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 then contributed its assets to anewlyformed 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") and First 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 capitalcontribution consisted of its interest inthe assets of the 
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 to the formation of the PruDanLLC;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 PruDanLLC presented the most viable option for 
the Partnership.

The General Partners believe the Partnership's investment in the PruDan LLC 
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 operational results of the Partnership for the years ended December 31, 
1998, 1997 and 1996 are summarized below:

Year Ended December 31, 1998:
                                                 JOINT VENTURE
		                        BELLEVUE      PARTNERSHIP     TOTAL   

Revenues    		           $ 607,244   $     50,052 $     657,296
     
Operating Expenses      		 170,199         56,216       226,415
Interest                   		 352,958           -          352,958
Depreciation & Amort.                166,907         10,428       177,335
                                     690,064         66,644       756,708

Net Operating Income (Loss)	    (   82,820)    (   16,592)    (   99,412)   

Partnership Share              	   66 2/3%           100%

Partnership Net Income (Loss)	   ($   55,216)   ($   16,592)  ($   71,808)
Partnership Cash Flow	  	   ($  175,486)   ($    6,164)  ($  181,650)



Year Ended December 31, 1997:

                                                  JOINT VENTURE
		                         BELLEVUE      PARTNERSHIP       TOTAL   

Revenues	   		            $  736,661     $   32,551    $  769,212
     
Operating Expenses			   155,771         54,355       210,126
Interest                   		   357,889           -          357,889
Depreciation & Amort.   		   166,056         10,428       176,484
Refinancing Costs                        2,500           -            2,500
                     			   682,216         64,783       746,999
 
Net Operating Income (Loss)             54,445    (    32,232)       22,213  

Partnership Share          		    66 2/3%           100%

Partnership Net Loss			$   36,297    ($   32,232)   $    4,065 
Partnership Cash Flow			$  207,110    ($   21,804)   $  185,306 



Year Ended December 31, 1996:

                                                  JOINT VENTURE
		                         BELLEVUE      PARTNERSHIP     TOTAL   

Revenues					 $745,340     $   22,406    $  767,746
     
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 Loss     		    (    36,950)   (    77,273)  (    40,323)  

Partnership Share          	         66 2/3%           100%

Partnership Net Loss    	     $   24,633    ($   77,273)  ($   52,654) 
Partnership Cash Flow   	     $  193,244    ($   56,598)  ($  136,646)




   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, 1998, the 
Partnership had $295,485 in cash and cash equivalents.  This represents 6.1% 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 cashdistributions since 
May 1990.  The General Partner does not expect to make cash distributions in 
1999.


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.


	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 of the General Partner and are responsible for the daytoday operations 
of the Partnership:

     Name                                               Age

     Robert Bond Miller                                  63
     Donald R. Zoch                                      42
     Lee Rosenberg                                       45


     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 $600million 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 
Financial Group,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 16 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 
Planners as well as being a Director of the NewYork Chapter ofNational 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 
of Jacques-Miller,Inc., a company 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 for its overhead costs or expenses,and no overhead costsor 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 November1989,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 rightto 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 agreements and 
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 
of interest in allocating management time,servicesand 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 th 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 changedby 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.

	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 of financial statements 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 of the 
last quarter of the period covered by this report:  

               DATE                                 

               None                                   




	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








 

 
 




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