<PAGE>  1                       UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-KSB


/X/     Annual Report Pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934
              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:

                      Commission file number:  0-16508
                        ____________________________

                      USA REAL ESTATE INVESTMENT TRUST
            (Exact Name of Registrant as Specified in its Charter)

          California                                 68-0109347
   (State of Organization)             (I.R.S. Employer Identification No.)

        One Scripps Drive, Suite 201, Sacramento, California  95825-7684
       (Address of registrant's principal executive offices)   (Zip Code)

                                (916)761-4992
             (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:
                                       None

          Securities registered pursuant to Section 12(g) of the Act:
                         Shares of Beneficial Interests
                          ____________________________

     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, 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 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/

     Indicate by check mark whether the Registrant is an accelerated filer
(as defined under Rule 12b-2 of the Securities Exchange Act of 1934).
/ / Yes  /X/ No

     The aggregate market value of the voting shares of beneficial interest
(the "shares") held by nonaffiliates of the registrant outstanding at December
31, 2004, was $11,449,592.  This calculation is based on the book value
because there is no active public trading market for the shares.

     Documents Incorporated by Reference:  None
<PAGE>  2


                         USA REAL ESTATE INVESTMENT TRUST
                                  Table of Contents


                                                                      Page
    PART I.

              ITEM 1.   Business ...................................    3
              ITEM 2.   Description of Properties ..................    6
              ITEM 3.   Legal Proceedings ..........................    6
              ITEM 4.   Submission of Matters to a Vote
                          of Security Holders ......................    6

    PART II.

              ITEM 5.   Market for the Common Equity and
                          Related Shareholder Matters ..............    7
              ITEM 6.   Management's Discussion and Analysis .......    7
              ITEM 7.   Financial Statements .......................    9
              ITEM 8.   Changes in and Disagreements with
                          Accountants on Accounting and
                          Financial Disclosure .....................    17
              ITEM 8A.  Controls and Procedures ....................    17
              ITEM 8B.  Other Information ..........................    17

    PART III.

              ITEM 9.   Directors, Executive Officers, Promoters
                          and Control Persons; Compliance with
                          Section 16(a) of the Exchange Act ........    17
              ITEM 10.  Executive Compensation .....................    18
              ITEM 11.  Security Ownership of Certain
                          Beneficial Owners and Management
                          and Related Shareholder Matters ..........    19
              ITEM 12.  Certain Relationships and
                          Related Transactions .....................    20
              ITEM 13.  Exhibits ...................................    20
              ITEM 14.  Principal Accountant Fees and Services .....    20



















<PAGE>  3                         PART I.

                        Forward-Looking Statements

     This Annual Report on Form 10-KSB, together with other statements and
information publicly disseminated by USA Real Estate Investment Trust (the
"Trust"), contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Such statements are based on assumptions and
expectations which may not be realized and are inherently subject to risks,
uncertainties and other factors, many of which cannot be predicted with
accuracy and some of which might not even be anticipated.  Future events
and actual results, performance, transactions or achievements, financial
and otherwise, may differ materially from the results, performance,
transactions or achievements expressed or implied by the forward-looking
statements.  Risks, uncertainties and other factors that might cause such
differences, some of which could be material, include, but are not limited
to:  changes in the global political environment; national and local
economic, business and real estate and other market conditions; the competitive
environment in which we operate; property management risks; financing risks,
such as the inability to obtain debt or equity financing on favorable terms;
possible future downgrades in our credit rating; the level of volatility of
interest rates; financial stability of tenants, including the ability of
tenants to pay rent, the decision of tenants to close stores and the effect
of bankruptcy laws; the rate of revenue increases versus expense increases;
the ability to maintain our status as a REIT for federal income tax
purposes; governmental approvals, actions and initiatives; environmental/
safety requirements and costs; risks of real estate acquisition and
development, including the failure of acquisitions to close and pending
developments and redevelopments to be completed on time and within budget;
risks of disposition strategies, including the failure to complete sales
on a timely basis and the failure to reinvest sale proceeds in a manner
that generates favorable returns; risks of joint venture activities; as
well as other risks identified in this Annual Report on Form 10-KSB and,
from time to time, in the other reports we file with the SEC or in other
documents that we publicly disseminate.  We undertake no obligation to
publicly update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise.



ITEM 1.  BUSINESS.

GENERAL

     The Trust is a California business trust that was formed on October 7,
1986, for the primary purpose of engaging in the business of acquiring,
owning and financing real property investments.  The Trust commenced
operations on October 19, 1987, upon the sale of the minimum offering amount
of shares of beneficial interest ("shares").

     The purpose of the Trust is to provide investors with an opportunity to
own, through transferable shares, an interest in diversified real estate
investments.  The Trust invests primarily in income producing real properties
in accordance with the investment objectives and policies of the Trust.
Through such investments, the Trust seeks to provide investors with an
opportunity to participate in a portfolio of professionally managed real



<PAGE>  4
estate investments in the same way a mutual fund affords investors an
opportunity to invest in a professionally managed portfolio of stocks, bonds
and other securities.

     The Trust has operated and intends to continue to operate in a manner
intended to qualify as a "real estate investment trust" (REIT) under Sections
856-860 of the Internal Revenue Code of 1986, as amended (the "Code").  A
qualified REIT is relieved, in part, from federal income taxes on ordinary
income and capital gains distributed to its shareholders.  State tax benefits
also may accrue to a qualified REIT.  Pursuant to Code requirements, the Trust
distributes to its shareholders at least 90 percent of its taxable income and
100 percent of the net capital gain from the sale of Trust properties.

     The Trust will terminate 21 years after the death of the last survivor of
persons listed in the Trust's Declaration of Trust.  The Trust may also be
terminated at any time by the majority vote or written consent of shareholders.

     The office of the Trust is located at One Scripps Drive, Suite 201, in
Sacramento, California.


INVESTMENT OBJECTIVES

     The Trust seeks to invest in real estate investments.

     At December 31, 2004, the Trust owned and managed two real properties
and one promissory note collateralized by real property in order to produce
income. Subject to certain limitations, the Declaration of Trust gives the
Trustees discretion to allocate the Trust's investments without the prior
approval of shareholders.


INVESTMENT GUIDELINES

     Acquisition Policies.  The Trustees have adopted investment guidelines
for the purpose of selecting the Trust's investments.  Pursuant to the
guidelines, the allocation of Trust assets depends principally upon the
following factors:

     1.  The number of real estate investments available for acquisition
which show current income or potential for appreciation in value;

     2.  The availability of funds for investment;

     3.  The laws and regulations governing investment in and the subsequent
sale of real estate investments by a REIT; and

     4.  The applicable federal and state income tax, securities, and real
estate laws and regulations.

     The guidelines may vary from time to time, at the sole discretion of the
Trustees, in order to adapt to changes in real estate markets, federal income
tax laws and regulations and general economic conditions.  The Trustees also
have discretion to acquire an investment not meeting these guidelines if the
Trustees determine that other circumstances justify the acquisition in a
particular case.

     Portfolio Turnover.  The Trustees have set general guidelines for the
disposition of properties in its portfolio which take into consideration
<PAGE>  5
certain regulatory restrictions and federal income tax laws regarding REIT
portfolio turnover.  Income tax regulations preclude the Trust from holding
any property (other than foreclosure property) primarily for sale to customers
in the ordinary course of the Trust's trade or business, but provide a "safe
harbor" for property held for at least four years from the date of acquisition.
Portfolio turnover policy also depends on whether a favorable sales price can
be realized by the Trust, primarily a function of the capitalization rate
applied to similar types of property in similar markets.  The Trust may elect
to hold property as long as is reasonably necessary to provide an attractive
sales price.


OTHER INFORMATION

     The Trust has no employees.  It is administered by its Trustees and by
its Chairman, and by independent contractors who work under the supervision
thereof as a self-administered real estate investment trust.

     The Trust is involved in only one industry segment:  acquiring,
operating, holding for investment and disposing of real estate investments.
Revenues, net income and assets from this industry segment are included in
the Trust's financial statements which appear at Item 7 of Part II.

     The Trust's results of operations will depend on the availability of
suitable opportunities for investment and the comparative yields available
from time to time on real estate and other investments, as well as market
conditions affecting leasing and sale of real estate in the areas in which the
Trust's investments are located.  These factors, in turn, are influenced to a
large extent by the type of investment involved, financing available for real
estate investment, the nature and geographic location of the property,
competition and other factors, none of which can be predicted with certainty.

     The real estate investment market is highly competitive.  The Trust
competes for acceptable investments with other financial institutions,
including banks, insurance companies, savings and loan associations, pension
funds and other real estate investment trusts and partnerships.  Many of
these competitors have greater resources than the Trust.  The number of such
competitors and funds available for investment in properties of the type
suitable for investment by the Trust may increase, resulting in increased
competition for such investments and possibly increased costs and thus
reduced income for the Trust.

     The rules and regulations adopted by various agencies of federal, state
or local governments relating to environmental controls and the development
and operation of real property may operate to reduce the number of investment
opportunities available to the Trust or may adversely affect the properties
currently owned by it.  While the Trust does not believe environmental
controls have had a material impact on its activities, there can be no
assurance that the Trust will not be adversely affected thereby in the future.


TAX LEGISLATION

     The Trust has elected to be treated as a real estate investment trust
under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the
"Code").  The Trust expects to operate and to invest in a manner that will
maintain its qualification for real estate investment trust taxation.  The
Code requirements for such qualification are complex.  While no assurance can
be given that the Trust qualified for taxation as a real estate investment
<PAGE>  6
trust for past taxable years, the Trust nevertheless believes that it has so
qualified and will endeavor to continue to qualify for its current year and
future years.

     The business of the Trust is uniquely sensitive to tax legislation.
Changes in tax laws are made frequently.  There is no way for the Trust to
anticipate when or what changes in the tax laws may be made in the future, or
how such changes might affect the Trust.

     The Internal Revenue Service ("IRS") has not yet issued regulations to
carry out numerous provisions enacted as part of the tax legislation passed
since 1986.  Nor has the IRS addressed the issues relating to the application
of some of the new tax rules to entities such as real estate investment
trusts.  Until such regulations are issued by the IRS, it is difficult to
predict what impact, if any, such new legislation may have on entities such
as a real estate investment trust.


ITEM 2.  DESCRIPTION OF PROPERTIES.

     At December 31, 2004 the Trust owned two real properties and one
promissory note in the principal amount of $390,000 collateralized by a first
deed of trust on 4350 Riverside Boulevard in Sacramento, California.  The
first real property, located at 4350 Pell Drive in Sacramento, California
("Pell"), is 95 percent occupied and leased at competitive rates for the area
in which it is located.  Pell was subject to a contract of sale and was sold
in January 2005.  The second real property, 19401 Parthenia Street in
Northridge, California ("Parthenia"), is 60 percent occupied under month-to-
month tenancies at rates the Trust considers appropriate in the
circumstances.  Parthenia is subject to a contract of sale which the Trust
anticipates will close in 2005 subject to certain contingencies.  In order to
lease the vacant portion of Parthenia at normal competitive rates substantial
and costly renovation would be required.  Because Parthenia is about to be
sold the Trust decided not to undertake such renovation at the present time.

     Title insurance and liability and property damage insurance in amounts
deemed appropriate by the Trust have been obtained for the properties referred
to above.  The Trust does not carry flood or earthquake insurance on said
properties.

     For additional information concerning the aforesaid investments, see
Notes 1,2,3 and 6 of the Notes to Financial Statements.


ITEM 3.  LEGAL PROCEEDINGS.

     None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.







<PAGE>  7                      PART II


ITEM 5.  MARKET FOR THE COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

     The Trust has one class of authorized and outstanding equity consisting
of shares of beneficial interest, par value $1.00 per share.  The Trust
engaged in a continuous best efforts public offering from May 20, 1987, until
May 20, 1992.  Since 1995 the Trust has repurchased 9,974 shares from 9,760
shareholders at a cost of $4,793,205.  Repurchased shares revert to authorized
but unissued shares and result in closing shareholders' accounts.

    The Trust executed a one-for-thirty reverse share split in 1998 and a one-
for-four reverse share split in 2000.  After each reverse share split the Trust
eliminated all fractional shares when the shareholder account held less than one
share.  As of December 31, 2004, the Trust had 24,840 shares outstanding to
3,008 shareholders of record.

     No active public trading market presently exists for the shares of the
Trust.  The Trust does not anticipate that an active public trading market will
exist within the foreseeable future.  Occasional trades in the shares of the
Trust take place without the participation of the Trust on the Over-the-
Counter Bulletin Board (www.otcbb.com).


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

CRITICAL ACCOUNTING ESTIMATES

     The Trust carries its rental properties at cost less accumulated
depreciation unless the asset is determined to be impaired.  The Trust
records impairment losses on long-lived assets used in operations when
events and circumstances indicate that the asset might be impaired and
the expected undiscounted cash flows estimated to be generated by those
assets are less than the related carrying amounts.  If a rental property
is determined to be impaired, the impairment would be measured based
upon the excess of the asset's carrying value over the fair value.

RESULTS OF OPERATIONS

     The Trust sold One Scripps Drive in Sacramento, California and
50,000 square feet of land at 19401 Parthenia Street in Northridge,
California in September 2003 and July 2004, respectively.

     Rent revenues, property taxes, operating expenses and depreciation
and amortization decreased in 2004 compared to 2003 due primarily to the
sale of One Scripps Drive in Sacramento, California, in September 2003.

LIQUIDITY AND CAPITAL RESOURCES

     In 2003 the Trust received $2,880,471 from the sale of One Scripps
Drive in Sacramento, California and collected $30,000 on the promissory
note collateralized by 6691 Stanford Ranch Road in Rocklin, California.
In 2004 the Trust received $1,395,629 from the sale of 50,000 square
feet of land at 19401 Parthenia Street in Northridge, California and
collected the remaining $80,000 balance on the promissory note collater-
alized by 6691 Stanford Ranch Road in Rocklin, California.  In January 2005
the Trust received $5,887,882 from the sale of 4350 Pell Drive in Sacramento,
California and expects to receive proceeds from the sale of the balance of
19401 Parthenia Street in Northridge, California later in 2005.
<PAGE>  8

     The Trust's capital requirements in 2005 will depend upon what real
estate investments the Trust makes, the dividends paid and the shares
repurchased.  The Trust expects it will have sufficient liquidity and cash
resources to meet its capital requirements in 2005.

OFF-BALANCE SHEET ARRANGEMENTS

     The Trust has no off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS AND CONTINGENT LIABILITIES

     The Trust has no contractual obligations or contingent liabilities.

IMPACT OF INFLATION

     The Trust's operations have not been materially affected by inflation.
While the rate of inflation has been relatively low since the Trust commenced
operations in October, 1987, even if the rate of inflation were to rise, the
Trust anticipates that it would be able to offset most of the impact of higher
operating expenses through rent escalation clauses and lease clauses that pass
on most of the operating expenses to tenants.





































<PAGE> 9

ITEM 7.  FINANCIAL STATEMENTS

                                                                         Page

         Report of Independent Registered Public Accounting Firm ...       10

         Balance Sheet
           As of December 31, 2004 .................................       11

         Statements of Income
           Years Ended December 31, 2004 and 2003 ..................       12

         Statements of Changes in Shareholders' Equity
           Years Ended December 31, 2004 and 2003 ..................       13

         Statements of Cash Flows
           Years Ended December 31, 2004 and 2003 ..................       14

         Notes to Financial Statements .............................       15







































<PAGE>  10

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Trustees
USA Real Estate Investment Trust




We have audited the accompanying balance sheet of USA Real Estate Investment
Trust as of December 31, 2004 and the related statements of income, changes
in shareholders' equity, and cash flows for the years ended December 31,
2004 and 2003.  These financial statements are the responsibility of the
Trust's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States).   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.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating of the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of USA Real Estate Investment
Trust as of December 31, 2004 and the results of its operations and its cash
flows for each of the two years in the periods ended December 31, 2004 and
2003 in conformity with U.S. generally accepted accounting principles.

Perry-Smith LLP





Sacramento, California
January 28, 2005















<PAGE>  11

                        USA REAL ESTATE INVESTMENT TRUST
                                 Balance Sheet


                                                          December 31,
                                                             2004
                                                          -----------
                                      ASSETS

Rental properties, less accumulated
  depreciation of $3,631,155                             $  9,968,020
Note receivable                                               390,000
                                                           ----------
                                                           10,358,020



Cash and cash equivalents                                     758,747
Other assets                                                  346,980
                                                          -----------
    Total assets                                         $ 11,463,747
                                                          ===========



                       LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

  Lease deposits                                         $     14,155
                                                          -----------
Shareholders' Equity:
  Shares of beneficial interest, par value
    $1 a share; authorized 62,500 shares;
    24,840 shares outstanding                                  24,840
  Additional paid-in capital                               29,895,357
  Distributions in excess of net income                   (18,470,605)
                                                          -----------
    Total shareholders' equity                             11,449,592
                                                          -----------
    Total liabilities and shareholders' equity           $ 11,463,747
                                                          ===========




See notes to financial statements.











<PAGE>  12

                           USA REAL ESTATE INVESTMENT TRUST
                                 Statements of Income
                       Years Ended December 31, 2004 and 2003





                                                         2004         2003
                                                     -----------  -----------

Revenues:
  Rent                                               $ 1,067,239  $ 1,481,495
  Interest                                                34,553       11,149
                                                     -----------  -----------

                                                       1,101,792    1,492,644
                                                     -----------  -----------


Expenses:

  Operating expenses                                     291,825      408,377
  Property taxes                                         209,745      226,700
  Property management fees                                52,800       52,800
  Interest                                                   165       15,429
  Depreciation and amortization                          337,692      493,820
  General and administrative                             185,175      184,853
                                                     -----------  -----------

                                                       1,077,402    1,381,979
                                                     -----------  -----------

Net income before gain on
  sale of rental properties                               24,390      110,665


Gain on sale of rental properties                      1,252,984       69,512
                                                     -----------  -----------


Net income                                           $ 1,277,374  $   180,177
                                                     ===========  ===========



Net income per share of
  beneficial interest                                $     50.85  $      6.95
                                                     ===========  ===========

Weighted average number of shares                         25,119       25,938
                                                     ===========  ===========


See notes to financial statements.



<PAGE>  13


                       USA REAL ESTATE INVESTMENT TRUST
                Statements of  Changes in Shareholders' Equity
                    Years Ended December 31, 2004 and 2003



                                                     Distribu-      Total
                     Shares of        Additional     tions in       Share-
                Beneficial Interest     Paid-in      Excess of      holders'
                 Number     Amount      Capital      Net Income     Equity
               ---------   ---------  -----------  -------------  -----------

December 31,
2002              26,285  $   26,285  $30,546,358  $(17,098,870) $13,473,773

Repurchases
  of shares         (601)       (601)    (272,013)                  (272,614)

Net income                                              180,177      180,177

Distributions                                        (1,235,679)  (1,235,679)
               ---------   ---------   ----------   -----------   ----------
December 31,
2003              25,684   $  25,684  $30,274,345  $(18,154,372) $12,145,657

Repurchases
  of shares         (844)       (844)    (378,988)                  (379,832)

Net income                                            1,277,374    1,277,374

Distributions                                        (1,593,607)  (1,593,607)
               ---------   ---------   ----------   -----------   ----------
December 31,
2004              24,840  $   24,840  $29,895,357  $(18,470,605) $11,449,592
               =========   =========   ==========   ===========   ==========



See notes to financial statements.


















<PAGE>  14              USA REAL ESTATE INVESTMENT TRUST
                            Statements of Cash Flows
              For the Years Ended December 31, 2004 and 2003

                                                         2004        2003
CASH FLOWS FROM OPERATING ACTIVITIES:                ----------   ----------

Net income                                          $ 1,277,374  $   180,177
                                                     ----------   ----------
  Adjustments to reconcile net
  income to net cash provided
  by operating activities:
    Depreciation & amortization                         337,692      493,820
    Gain on sale of properties                       (1,252,984)     (69,512)
    Increase in other assets                           (230,375)     (86,938)
   (Decrease)increase in liabilities                    (52,130)      27,641
                                                     ----------   ----------
     Total adjustments to net income                 (1,197,797)     365,011
                                                     ----------   ----------
         NET CASH PROVIDED BY
         OPERATING ACTIVITIES                            79,577      545,188
                                                     ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in note receivable                        (390,000)
  Collections on notes receivable                        80,000       30,000
  Improvements to properties                            (99,192)    (496,193)
  Proceeds from sale of properties                    1,395,629    2,880,471
                                                     ----------   ----------
        NET CASH PROVIDED BY
        INVESTING ACTIVITIES                            986,437    2,414,278
                                                     ----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Redemption of shares                                 (379,832)    (272,614)
  Distributions paid                                 (1,593,607)  (1,235,679)
                                                     ----------   ----------
        NET CASH USED IN
        FINANCING ACTIVITIES                         (1,973,439)  (1,508,293)
                                                     ----------   ----------
        NET(DECREASE)INCREASE IN CASH                  (907,425)   1,451,173


CASH AND CASH EQUIVALENTS AT
 BEGINNING OF YEAR                                    1,666,172      214,999
                                                     ----------   ----------
CASH AND CASH EQUIVALENTS AT
 END OF YEAR                                        $   758,747  $ 1,666,172
                                                     ==========   ==========









See notes to financial statements.



<PAGE>  15               USA REAL ESTATE INVESTMENT TRUST
                           Notes to Financial Statements

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    GENERAL:  USA Real Estate Investment Trust (the "Trust") was organized
under the laws of the State of California pursuant to a Declaration of Trust
dated October 7, 1986.  The Trust commenced operations on October 19, 1987,
upon the sale of the minimum offering amount of shares of beneficial interest.
Effective August 31, 1994, the Trust terminated its agreements with its former
advisor and its former property manager and became a self-administered real
estate investment trust.  At the Trust's 1994 Annual Meeting of Shareholders
held on December 29, 1994, the Trust's shareholders approved an amendment to
the Trust's Declaration of Trust which changed the name of the Trust from
Commonwealth Equity Trust USA to its current name.

    RECLASSIFICATION:  Certain amounts in the 2003 financial statements
have been reclassified to conform with the 2004 presentation.

    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 amount of assets, liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities.  Actual results could
differ from those estimates.

    RENTAL PROPERTIES:  The Trust carries its rental properties at cost less
accumulated depreciation unless the asset is determined to be impaired.  The
Trust records impairment losses on long-lived assets used in operations when
events and circumstances indicate that the assets might be impaired and the
expected undiscounted cash flows estimated to be generated by those assets
are less than the related carrying amounts.  If a rental property is
determined to be impaired, the impairment would be measured based upon the
excess of the asset's carrying value over the fair value.

    Property improvements are capitalized while maintenance and repairs are
expensed as incurred.  Depreciation of buildings and capital improvements is
computed using the straight-line method over five to forty years.

    CONCENTRATION OF CREDIT RISK:  The Trust operates in one industry
segment.  The Trust's properties and the collateral for its note receivable
are all located in California.  The Trust maintains cash balances in excess
of Federal Deposit Insurance Corporation insurable limits.

    CASH EQUIVALENTS:  For purposes of the statement of cash flows, all
certificates of deposit with original maturities of ninety days or less are
considered cash equivalents.

    LEASING COSTS AND LOAN COSTS:  Costs incurred in obtaining leases are
amortized on the straight-line method over the terms of the related leases.
Costs incurred in obtaining loans are amortized on the straight-line method
over the terms of the related debt.

    DISTRIBUTIONS IN EXCESS OF NET INCOME:  The Trust has a general policy of
distributing cash to its shareholders in an amount that approximates taxable
income plus noncash charges such as depreciation and amortization.  As a
result, distributions to shareholders exceed cumulative net income.

    REVENUE RECOGNITION:  All the Trust's leases are classified as operating
leases.  Minimum rents are recognized on a straight-line basis over the terms
<PAGE>  16
of the related leases.  Property taxes, common area maintenance, and
insurance reimbursements are recognized on the accrual basis over the
periods in which the expenses occurred.

    INCOME TAXES:  The Trust has elected to be taxed as a real estate
investment trust.  Accordingly, the Trust does not pay income tax on income
because income distributed to shareholders is at least equal to 90 percent of
its taxable income.

    NET INCOME PER SHARE:  The net income per share is computed based on the
weighted-average number of shares of 25,119 and 25,938 during 2004 and 2003,
respectively.


2.  NOTE RECEIVABLE

    The note receivable as of December 31, 2004 is collateralized by a first
deed of trust on 4350 Riverside Boulevard in Sacramento, California.  The
note bears interest at 10 percent per annum and is all due and payable on
June 29, 2005.  The fair market value of the note approximates its carrying
value at December 31, 2004.


3. LINE OF CREDIT

    At December 31, 2004 the Trust had available a $2,000,000 line of credit.
The line of credit expires June 30, 2006 and is collateralized by a first
deed of trust on 4350 Pell Drive in Sacramento, California.  Advances under
the line of credit bear interest at prime.  At December 31, 2004 there was
no outstanding balance on the line of credit.

    The weighted average interest rate for the line of credit was 4.25
percent and 7.96 percent for 2004 and 2003, respectively.


4.  DISTRIBUTIONS

    Cash distributions per share of beneficial interest for federal income
tax purposes for the past two years were:  6 percent of the distributions
paid in 2004 were ordinary income, 16 percent were nontaxable, and 79
percent were capital gains; 100 percent of the distributions paid in 2003
were nontaxable.


5.  SUBSEQUENT EVENTS

    In January 2005 the Trust sold 4350 Pell Drive in Sacramento,
California for $5,887,882 in cash and realized a gain of $1,698,852.
Concurrently, with the sale the line of credit described in Note 3
was cancelled.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.

         None.



<PAGE>  17
ITEM 8A.  CONTROLS AND PROCEDURES.

     The Trust's Chairman, Chief Executive Officer and Chief Financial
Officer, Gregory Crissman, conducted an evaluation of the effectiveness
of the Trust's disclosure controls and procedures.  Based on that
evaluation, he concluded that the Trust's disclosure controls and
procedures were effective as of December 31, 2004.  Additionally, there
have been no significant changes in the Trust's internal controls or in
other factors that could significantly affect these controls subsequent
to December 31, 2004, including any corrective actions with regard to
significant deficiencies and material weaknesses.


ITEM 8B.  OTHER INFORMATION.

          None.


                                 PART III.


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

GENERAL

     The Trust has no employees.  It is administered by its Trustees
and by its Chairman, and by independent contractors who work under the
supervision thereof.

THE TRUSTEES

     The Trustees of the Trust are as follows:

                                         Trustee
               Name              Age      Since                Office
               ----              ---     -------               ------

        Gregory E. Crissman       53       1986      Trustee and Chairman,
                                                      Chief Executive Officer
                                                      and Chief Financial
                                                      Officer
        Benjamin A. Diaz          71       1988      Trustee and Secretary
        Joyce A. Marks            70       1986      Trustee


     The following is a brief description of the background and business
experience of each Trustee.

     GREGORY E. CRISSMAN.  Mr. Crissman is the Chairman, Chief Executive
Officer and Chief Financial Officer of the Trust.  He has over 20 years of
experience in real estate, accounting, auditing, and taxation.  He also
served as Chairman of the Board of California Real Estate Investment Trust,
a New York Stock Exchange listed real estate investment trust, and was its
Chief Financial Officer from 1989 until 1993.  Mr. Crissman was an Executive
Vice President of B&B Property Investment, Development and Management
Company, Inc. ("B&B"), from 1983 until 1990 and from 1992 until 1993.  In
addition, Mr. Crissman was a director of B&B and was President of B&B from
1990 until 1992.  From 1976 to 1979 Mr. Crissman worked at Bowman & Company,
<PAGE>  18
an accounting firm in Stockton, California.  In 1976 Mr. Crissman received
his BS degree with honors from the California State University at Sacramento
and is a Certified Public Accountant.  Mr. Crissman is also a member of the
American Institute of Certified Public Accountants.

     BENJAMIN A. DIAZ.  Mr. Diaz is the Secretary of the Trust.  Mr. Diaz
is a retired judge of the Superior Court of California.  He served as a
judge of the Sacramento County Superior Court from April, 1976, to May,
1986.  He has engaged in private practice in Sacramento, California, as a
partner in the law firm of Grossfield and Diaz from June, 1986, to September,
1987, and in the law firm of Diaz & Gebers, specializing in real estate
transactions, general practice, litigation, business law, and personal
injury matters from October, 1987 to December, 1991.  From January, 1992, to
the present, Judge Diaz has been engaged in pro tem judging, arbitration,
mediation and consulting services.  Mr. Diaz received his Juris Doctor
degree from the University of Pacific, McGeorge School of Law, Sacramento,
California, in 1966.  Prior to serving on the bench, Mr. Diaz had extensive
tax and auditing experience with the State of California Franchise Tax Board,
dealing with large corporate unitary tax audits, and with the California
State Board of Equalization.

     JOYCE A. MARKS.  Ms. Marks was employed by the Bank of America for more
than forty years.  During her career with Bank of America, Ms. Marks had
extensive experience with land development and subdivision financing,
including construction and take-out financing for commercial properties.  Ms.
Marks was for many years active in the Building Industry Association of
Sacramento and from 1976 to 1983 served as a board member of, and in 1983 as
President of, its Associate Counsel.  Ms. Marks received Bank of America's
Award for Excellence in 1985.  Her most recent positions include Senior Sales
Training Specialist, Marketing Officer, Branch Manager and Credit
Administrator at one of Bank of America's Regional Headquarters.

     Trustees of the Trust are elected annually by the Trust's shareholders
and hold office until their successors are duly elected and qualified.  No
family relationship exists between any Trustee and any other Trustee.  No
arrangement exists or existed between any Trustee and any other person or
entity pursuant to which the Trustee was selected as a Trustee or nominee.


ITEM 10.  EXECUTIVE COMPENSATION.

COMPENSATION OF OFFICERS

     During 2004, the Trust was a self-administered, self-managed real estate
investment trust.  The Trust has the following officers:  Chairman, Chief
Executive Officer, Financial Officer, and Secretary.  No officer except
Gregory E. Crissman is compensated by the Trust in his capacity as an
officer.  During 2004, none of the Trust's officers received compensation
in excess of $63,800.










<PAGE>  19
                      Summary Compensation Table

                                                       Total       Long-Term
          Name and                      Officer        Annual      and other
     Principal Position         Year  Compensation  Compensation  Compensation
-----------------------------   ----  ------------  ------------  ------------
Gregory E. Crissman, Chairman   2004    $52,800      $63,800 (1)     None

(1)  Includes fees for each meeting of the Trustees attended for a
     total of $11,000.


COMPENSATION OF TRUSTEES

     Each Trustee receives $1,375 for each Trustees' meeting attended
plus reimbursement of direct expenses incurred in connection with such
attendance.  There are currently no plans to alter this compensation schedule.
No Trustee received compensation under any other arrangement during 2004 except
Gregory E. Crissman who received compensation as an officer for work performed.
The Trustees do not maintain a nominating or compensation committee or any
other standing committee except for an audit committee.  The audit committee
consists of Benjamin A. Diaz who serves without additional compensation.  The
Trustees have authority to establish committees and to compensate members as
appropriate for their service.  During 2004, the Trustees had eight regular
meetings.  All Trustees attended all meetings.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED SHAREHOLDER MATTERS.

     The following table sets forth as of December 31, 2004, the number of
shares owned by each person who is known by the Trust to own beneficially more
than 5 percent of its outstanding shares and the Trustees and officers of the
Trust as a group.  No Trustee beneficially owns any shares of the Trust except
as set forth below.  The Trust has been advised that all of such shares are
beneficially owned and the sole investment and voting power is held by the
persons named:
                                               Amount and Nature of   Percent
  Name and Address of Beneficial Owner         Beneficial Ownership   of Class
  ------------------------------------         --------------------   --------
Mitchell Partners, L.P. and James E. Mitchell

3187-D Airway Avenue
Costa Mesa, California  92626                          1,953           7.8623

Gregory E. Crissman, Chairman,
  Chief Executive Officer,
  Chief Financial Officer and Trustee                     46           0.1852

2561 Fulton Square Lane, #55
Sacramento, CA  95821

All Trustees and officers as a group                      46           0.1852



     During 2004, based upon a review of the Forms 3, 4 and 5 on file with the
Trust, it does not appear that any officer or Trustee failed to file such a
required report on a timely basis.

<PAGE>  20
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          None.


ITEM 13.  EXHIBITS.

          3.1     Amended and Restated Declaration of Trust of
                     Commonwealth Equity Trust USA

          3.2     Bylaws of the Trust

          3.3     Amendments to Sections 2.3.1, 2.3.7, 2.3.8, 2.4.2 and
                     2.4.3 of the Amended and Restated Declaration of Trust
                     of Commonwealth Equity Trust USA (adopted on August 29,
                     1988 at the 1988 Annual Meeting)

          4.1     Article VIII of Exhibit 3.1

          4.2     Form of Share Certificate

         14.1     Code of Ethics

         31.1     Section 302 Certifications as filed by the Chief Executive
                     Officer and the Chief Financial Officer pursuant to SEC
                     Release No. 33-8212 and 34-47551.

         32.1     Section 906 Certifications as filed by the Chief Executive
                     Officer and the Chief Financial Officer pursuant to SEC
                     Release No. 33-8212 and 34-47551.




ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     The following table represents aggregate fees billed to the Trust for
2004 and 2003 by Perry-Smith LLP, the Trust's principal accounting firm.

                                              2004           2003
                                              ----           ----

          Audit Fees                       $ 31,230       $ 17,500
          Audit Related Fees                    310
          Tax Fees                            2,530
                                             ------         ------
                                           $ 34,070       $ 17,500
                                             ======         ======

     Pre-Approval Policy for Accounting Services.  In 2004, the Audit Committee
and the Trustees adopted a formal pre-approval policy for accounting services
and fees.  The policy requires that all audit services, audit related services,
tax fees and all other fees of the Trust's independent auditor be pre-approved
by the Audit Committee and the Trustees.  The Audit Committee and the Trustees
approved the audit and tax services and fees provided by the independent
auditor during 2004.



<PAGE>  21

                    USA REAL ESTATE INVESTMENT TRUST
                                 Signatures



     Pursuant to the requirements of Section 13 of 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.




     Dated: February 25, 2005           USA Real Estate Investment Trust
           --------------------




                                               Gregory E. Crissman
                                    By:  -------------------------------
                                              Gregory E. Crissman as
                                              Chairman, Chief Executive
                                              Officer and Chief Financial
                                              Officer



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:




     Dated: February 25, 2005                  Gregory E. Crissman
           -------------------      By:  -------------------------------
                                               Gregory E. Crissman
                                                     Trustee



     Dated: February 25, 2005                    Benjamin A. Diaz
           -------------------      By:  -------------------------------
                                                 Benjamin A. Diaz
                                                      Trustee




     Dated: February 25, 2005                     Joyce A. Marks
           -------------------      By:  -------------------------------
                                                  Joyce A. Marks
                                                      Trustee