FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                             SECTION 13 OR 15(d)

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      [No Fee Required]

                 For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      [No Fee Required]

             For the transition period from _________to _________

                         Commission file number 0-10412

                        NATIONAL PROPERTY INVESTORS 4
                (Name of small business issuer in its charter)

         California                                              13-3031722
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                       Greenville, South Carolina 29602
                   (Address of principal executive offices)

                   Issuer's telephone number (864) 239-1000

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the best of the Partnership's  knowledge in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [X]

State issuer's revenues for its most recent fiscal year.  $7,545,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2001. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

                                     PART I

Item 1.     Description of Business

National  Property   Investors  4  (the  "Partnership"  or  "Registrant")  is  a
California  limited  partnership formed in July 1980. The Partnership is engaged
in the business of operating and holding real estate  properties for investment.
NPI Equity  Investments,  Inc., a Florida  corporation,  became the Registrant's
managing  general  partner (the "Managing  General  Partner" or "NPI Equity") on
June 21,  1991.  The  Managing  General  Partner  was a  subsidiary  of National
Property Investors, Inc. ("NPI") until December 31, 1996, at which time Insignia
Properties Trust ("IPT")  acquired the stock of NPI Equity.  On October 1, 1998,
IPT  merged  into  Apartment   Investment  and  Management   Company  ("AIMCO").
Therefore,  the Managing General Partner is a wholly-owned  subsidiary of AIMCO.
The  partnership  agreement  provides  that the  Partnership  is to terminate on
December 31, 2005, unless terminated prior to such date.

The  principal  business  of the  Partnership  is to  hold  for  investment  and
ultimately  sell  income-producing   multi-family  residential  properties.  The
Partnership is a "closed"  limited  partnership  real estate syndicate formed to
acquire multi-family  residential properties.  In 1981, the Partnership offered,
pursuant  to  a  registration  statement  filed  with  the  Securities  Exchange
Commission, 70,000 Limited Partnership units (the "Units") and sold 60,005 units
aggregating  $30,002,500.  The net proceeds of the offering were used to acquire
seven  income-producing   residential  properties.  The  Partnership's  original
property portfolio was geographically diversified. The Partnership's acquisition
activities  were completed in May 1982 and since then the principal  activity of
the Partnership has been managing its portfolio. Six of the properties were sold
prior to 1997.  The  Partnership  currently owns one  residential  property (see
"Item 2.  Description of Property").  Since its initial offering the Partnership
has not  received,  nor are the Limited  Partners  required to make,  additional
capital contributions.

The Registrant  has no employees.  Management  and  administrative  services are
provided by the Managing  General Partner and by agents retained by the Managing
General Partner.  Property  management  services are provided by an affiliate of
the Managing General Partner.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the  Registrant's  property.  The number and quality of competitive  properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments  at the  Partnership's  property  and the rents  that may be
charged  for  such  apartments.  While  the  Managing  General  Partner  and its
affiliates  own and/or  control a significant  number of apartment  units in the
United  States such units  represent an  insignificant  percentage  of the total
apartment  units in the United  States and  competition  for the  apartments  is
local.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations  might adversely  affect the property
owned by the Partnership.

The  Partnership  monitors its property for evidence of  pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
the supply and demand for  similar  properties  resulting  from  various  market
conditions, increases/decreases in unemployment or population shifts, changes in
the  availability of permanent  mortgage  financing,  changes in zoning laws, or
changes in patterns or needs of users. In addition,  there are risks inherent in
owning  and  operating  residential   properties  because  such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.

A further  description  of the  Partnership's  business  is included in "Item 6.
Management's Discussion and Analysis or Plan of Operation" included in this Form
10-KSB.

Item 2.     Description of Property

The following table sets forth the Partnership's investment in its property:

                                    Date of
Property                            Purchase     Type of Ownership        Use

Village of Pennbrook Apartments     12/15/81  Fee simple, subject to   Apartment
  Falls Township, Pennsylvania                first mortgage           722 units

Schedule of Property

Set forth  below for the  Partnership's  property is the gross  carrying  value,
accumulated depreciation,  depreciable life, method of depreciation, and Federal
tax basis.
<TABLE>
<CAPTION>

                          Gross
                         Carrying   Accumulated                           Federal
Property                  Value    Depreciation     Rate      Method     Tax Basis
                             (in thousands)                            (in thousands)
Village of Pennbrook
<S>                       <C>         <C>        <C>                      <C>
  Apartments              $28,472     $22,355    5-27.5 yrs    S/L        $ 4,717
</TABLE>

See  "Item  7.  Financial  Statements  -  Note  A"  for a  description  of the
Partnership's depreciation policy.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the  loan
encumbering the Registrant's property.
<TABLE>
<CAPTION>

                       Principal                                            Principal
                      Balance At             Stated                          Balance
                      December 31, Monthly  Interest   Period   Maturity      Due At
Property                 2001      Payment    Rate    Amortized   Date       Maturity
                         (in thousands)                                   (in thousands)
Village of Pennbrook
<S>                     <C>         <C>       <C>        <C>    <C>   <C>      <C>
  Apartments            $30,224     $ 236     7.01%      20     09/01/21       $ --
</TABLE>

On August 31,  2001,  the  Partnership  refinanced  the  mortgage  note  payable
encumbering Village of Pennbrook  Apartments.  The refinancing replaced mortgage
indebtedness of $19,300,000 with a new mortgage of $30,400,000. The new mortgage
carries a stated  interest  rate of 7.01%  compared to a stated rate of 7.33% on
the old  mortgage.  Payments of principal and interest are due monthly until the
loan matures in September  2021 at which time the loan will be fully  amortized.
Loan  costs  capitalized  for  the  refinancing  were  approximately   $858,000,
including  a  $304,000  refinancing  fee paid to an  affiliate  of the  Managing
General Partner pursuant to the Partnership Agreement.  The Partnership recorded
an extraordinary loss on early extinguishment of debt of approximately  $169,000
as a result of unamortized loan costs being written off.

See "Item 7. Financial  Statements - Note D" for information with respect to the
Registrant's  ability to repay this loan and other  specific  details  about the
loan.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2001 and 2000 for the property:

                                    Average Annual
                                     Rental Rates                   Average
                                      (per unit)                   Occupancy
 Property                        2001            2000           2001        2000
 Village of Pennbrook
   Apartments                   $10,186         $9,878          96%          96%

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  The Partnership's  property is subject to competition from
other residential  apartment complexes in the area. The Managing General Partner
believes that the property is adequately  insured.  The property is an apartment
complex  which leases units for terms of one year or less.  No tenant leases 10%
or more  of the  available  rental  space.  The  property  is in  good  physical
condition,  subject to normal  depreciation and  deterioration as is typical for
assets of this type and age.

Real Estate Taxes and Rates

Real estate taxes and rates in 2001 for the property:

                                              2001              2001
                                             Billing            Rate
       Village of Pennbrook
         Apartments                           $549             5.08%

Capital Improvements

During the year ended December 31, 2001, the Partnership completed approximately
$683,000 of capital improvements at Village of Pennbrook consisting primarily of
air  conditioning  replacements,   cabinets,  floor  coverings,  water  heaters,
appliances and structural  improvements.  These capital improvements were funded
from replacement  reserves and operating cash flow. The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
It is expected  that at least $300 per unit or  approximately  $217,000  will be
budgeted for capital expenditures. Additional improvements may be considered and
will depend on the physical  condition  of the  property as well as  anticipated
cash flows generated by the property.


Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.

Estate of Harry  Schubert v.  National  Property  Investors  4, Civil Action No.
97-09129, Court of Common Pleas of Bucks County, Pennsylvania.  During 1998, the
Plaintiff brought action against the Partnership  alleging that as the result of
carbon monoxide and methane  poisoning due to a malfunctioning  heat unit in the
deceased's   apartment  at  the  Partnership's   property,   the  decedent  lost
consciousness for several hours, suffered respiratory arrest, and suffered other
pains and injuries. The Plaintiff alleges breach of contract,  fraud, violations
of the Unfair Trade Practices and Consumer  Protection Law and negligence.  This
matter is currently in the preliminary  stages of discovery.  The  Partnership's
motion for summary judgment was denied June 22, 2001. The Partnership intends to
vigorously defend this matter.

The Managing  General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

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

During the quarter ended  December 31, 2001, no matters were submitted to a vote
of the Unit holders through the solicitation of proxies or otherwise.

                                     PART II

Item 5.     Market for the  Registrant's  Common  Equity and Related  Security
            Holder Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 60,005
limited partnership units aggregating $30,002,500.  As of December 31, 2001, the
Partnership  had 60,005  units  outstanding  held by 1,169  limited  partners of
record.  Affiliates of the Managing General Partner owned 44,842 units or 74.73%
at December 31, 2001. No public trading market has developed for the Units,  and
it is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2001 and 2000 (see "Item 6. Management's Discussion and
Analysis or Plan of Operation" for further details):

                                                    Distributions
                                                              Per Limited
                                            Aggregate       Partnership Unit

          01/01/01 - 12/31/01             $12,892,000 (1)       $214.40
          01/01/00 - 12/31/00               2,099,000 (2)         34.63

(1)   Consists of $2,666,000 of cash from  operations  and  $10,226,000  of cash
      form proceeds of the Village of Pennbrook refinancing.

(2)   Cash from operations.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturity,   refinancing,   and/or  sale  of  the  property.   The  Partnership's
distribution  policy is reviewed on a monthly  basis.  There can be no assurance
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital expenditures to permit distributions to its partners in 2002 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 44,842 limited  partnership  units
(the "Units") in the Partnership representing 74.73% of the outstanding Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  74.73% of the  outstanding  Units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner.  However,  with respect to 26,466
units, Insignia Properties,  LP, an affiliate of AIMCO, is required to vote such
Units: (i) against any increase in compensation  payable to the Managing General
Partner or to affiliates;  and (ii) on all other matters  submitted by it or its
affiliates, in proportion to the votes cast by non-tendering unitholders. Except
for the  foregoing,  no other  limitations  are  imposed  on  AIMCO's,  Insignia
Properties,  L.P.'s or their  affiliates'  ability to influence voting decisions
with respect to the Partnership.

Item 6.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-KSB and the other  filings  with the  Securities  and
Exchange  Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations,  including  forward-looking
statements  pertaining to such matter, does not take into account the effects of
any changes to the Registrant's business and results of operation.  Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

Results of Operations

The Partnership realized net income of approximately $986,000 and $1,406,000 for
the years ended  December  31, 2001 and 2000,  respectively.  One of the primary
reasons for the decrease in net income for the year ended  December 31, 2001 was
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$169,000  related to the  refinancing  of the  mortgage  encumbering  Village of
Pennbrook Apartments, as discussed in "Capital Resources and Liquidity".

The Partnership  realized income before the extraordinary  item of approximately
$1,155,000  and  $1,406,000  for the years  ended  December  31,  2001 and 2000,
respectively.   The  decrease  in  income  before  the  extraordinary   item  is
attributable to an increase in total expenses,  partially  offset by an increase
in total  revenues.  The  increase in expenses is due to  increases in interest,
operating,  depreciation,  property tax and general and administrative expenses.
Interest  expense  increased due to the refinancing of the mortgage  encumbering
Village of Pennbrook Apartments which resulted in a higher debt balance in 2001.
Operating expense  increased  primarily due to increases in natural gas cost and
insurance  rates  partially  offset by decreases in maintenance  and advertising
expenses.  Depreciation  expense increased as a result of property  improvements
and replacements placed into service during the past twelve months which are now
being  depreciated.  Property  tax expense  increased  due to an increase in the
applicable tax rate.

General and administrative  expenses increased  primarily due to the Partnership
management  fees  paid to the  Managing  General  Partner  in  conjunction  with
distributions  of cash from operations.  Included in general and  administrative
expenses for the year ended  December 31, 2001 and 2000, are  reimbursements  to
the Managing General Partner allowed under the Partnership  Agreement associated
with its management of the Partnership.  Costs associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement are also included.

Total  revenues  increased  due to an increase in rental and other  income.  The
increase in rental  income was the result of an  increase in the average  rental
rates while maintaining steady occupancy levels at the Partnership's  investment
property. Other income increased due to an increase in laundry income.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors the rental market  environment of its  investment  property to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of  inflation-related  increases in expenses by increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Capital Resources and Liquidity

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $375,000  compared to  approximately  $1,076,000  at December 31,
2000, a decrease of approximately $701,000. The decrease is due to approximately
$2,826,000  and $712,000 of cash used in  financing  and  investing  activities,
respectively,  partially offset by approximately  $2,837,000 of cash provided by
operating   activities.   Cash  used  in  financing   activities   consisted  of
distributions  paid to  partners,  repayment of the prior  mortgage,  loan costs
associated with the new mortgage and principal payments made on the new mortgage
encumbering the Partnership's property partially offset by proceeds from the new
mortgage.  Cash used in  investing  activities  consisted  primarily of property
improvements and replacements slightly offset by net withdrawals from restricted
escrows maintained by the mortgage lender.  The Partnership  invests its working
capital reserves in interest bearing accounts.

The Managing  General Partner has extended to the Partnership a $300,000 line of
credit.  At the present time, the  Partnership  has no  outstanding  amounts due
under this line of credit.  Based on present plans, the Managing General Partner
does not anticipate  the need to borrow in the near future.  Other than cash and
cash equivalents,  the line of credit is the Partnership's only unused source of
liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Partnership  is  currently
evaluating the capital  improvement needs of the property for the upcoming year.
A  minimum  of $300 per unit or  approximately  $217,000  will be  budgeted  for
capital expenditures.  Additional improvements may be considered and will depend
on the  physical  condition of the  property as well as  anticipated  cash flows
generated by the  property.  The capital  improvements  will be incurred only if
cash is available from operations or from  partnership  reserves.  To the extent
that  such  budgeted  capital  improvements  are  completed,  the  Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.

On August 31,  2001,  the  Partnership  refinanced  the  mortgage  note  payable
encumbering Village of Pennbrook  Apartments.  The refinancing replaced mortgage
indebtedness of $19,300,000 with a new mortgage of $30,400,000. The new mortgage
carries a stated  interest  rate of 7.01%  compared to a stated rate of 7.33% on
the old  mortgage.  Payments of principal and interest are due monthly until the
loan matures in September  2021 at which time the loan will be fully  amortized.
Loan  costs  capitalized  for  the  refinancing  were  approximately   $858,000,
including  a  $304,000  refinancing  fee paid to an  affiliate  of the  Managing
General Partner pursuant to the Partnership Agreement.  The Partnership recorded
an extraordinary loss on early extinguishment of debt of approximately  $169,000
as a result of unamortized loan costs being written off.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2005. Accordingly,  prior to such date the Partnership
will need to  either  sell its  investment  property  or extend  the term of the
Partnership.  If the Partnership is unable to extend its term, the ultimate sale
price of the investment property may be adversely affected.

During  the  year  ended   December  31,  2001,  the   Partnership   distributed
approximately $12,892,000  (approximately $12,865,000 to the limited partners or
$214.40 per limited partnership unit). Of this amount,  approximately $2,666,000
(approximately  $2,639,000  to  the  limited  partners  or  $43.98  per  limited
partnership   unit)  was  distributed   from  operations   while   approximately
$10,226,000  ($170.42  per  limited  partnership  unit) was  distributed  to the
limited  partners  from  the net  proceeds  of the  refinancing  of  Village  of
Pennbrook  Apartments.  Cash  distributions  from  operations  of  approximately
$2,099,000  were  paid  during  the  year  ended  December  31,  2000,  of which
approximately  $2,078,000 was paid to the limited  partners  ($34.63 per limited
partnership unit). At December 31, 1999, a distribution payable of approximately
$551,000  (approximately  $545,000 to the limited  partners or $9.08 per limited
partnership  unit) was  accrued  and  subsequently  paid in  January  2000.  The
Partnership's  cash available for  distribution  is reviewed on a monthly basis.
Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves,  and the  timing  of the debt
maturity,  refinancing,  and/or sale of the property.  There can be no assurance
that the  Partnership  will  generate  sufficient  funds from  operations  after
required  capital  improvements to permit  distributions  to its partners during
2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 44,842 limited  partnership  units
(the "Units") in the Partnership representing 74.73% of the outstanding Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  74.73% of the  outstanding  Units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner.  However,  with respect to 26,466
units, Insignia Properties,  LP, an affiliate of AIMCO, is required to vote such
Units: (i) against any increase in compensation  payable to the Managing General
Partner or to affiliates;  and (ii) on all other matters  submitted by it or its
affiliates, in proportion to the votes cast by non-tendering unitholders. Except
for the  foregoing,  no other  limitations  are  imposed  on  AIMCO's,  Insignia
Properties,  L.P.'s or their  affiliates'  ability to influence voting decisions
with respect to the Partnership.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Managing  General  Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Item 7.     Financial Statements


NATIONAL PROPERTY INVESTORS 4

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 2001

      Statements of Operations - Years ended December 31, 2001 and 2000

      Statements  of Changes in Partners'  Deficit - Years ended  December 31,
      2001 and 2000

      Statements of Cash Flows - Years ended December 31, 2001 and 2000

      Notes to Financial Statements


<PAGE>


              Report of Ernst & Young LLP, Independent Auditors



The Partners
National Property Investors 4


We have audited the accompanying  balance sheet of National Property Investors 4
as of December 31, 2001, and the related  statements of  operations,  changes in
partners' deficit,  and cash flows for each of the two years in the period ended
December 31, 2001.  These  financial  statements are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the 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 the  Partnership's  management,  as  well  as  evaluating  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 National Property Investors 4
at December 31, 2001,  and the results of its  operations and its cash flows for
each of the two years in the period ended December 31, 2001, in conformity  with
accounting principles generally accepted in the United States.


                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 15, 2002



<PAGE>




                        NATIONAL PROPERTY INVESTORS 4

                                  BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2001

<TABLE>
<CAPTION>


Assets:
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   375
   Receivables and deposits                                                      438
   Other assets                                                                1,121
   Investment property (Notes D and E):
      Land                                                    $ 1,980
      Buildings and related personal property                   26,492
                                                                28,472
      Less accumulated depreciation                            (22,355)        6,117

                                                                            $ 8,051
Liabilities and Partners' Deficit

Liabilities:
   Accounts payable                                                           $ 37
   Tenant security deposit liabilities                                           380
   Other liabilities                                                             656
   Mortgage note payable (Note D)                                             30,224

Partners' Deficit:
   General partner                                             $ (377)
   Limited partners (60,005 units issued and
      outstanding)                                             (22,869)      (23,246)

                                                                            $ 8,051

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        NATIONAL PROPERTY INVESTORS 4

                            STATEMENTS OF OPERATIONS
                     (in thousands, except per unit data)

<TABLE>
<CAPTION>


                                                           Years Ended December 31,
                                                              2001         2000
Revenues:
<S>                                                          <C>          <C>
  Rental income                                              $ 7,167      $ 6,925
  Other income                                                   378          346
      Total revenues                                           7,545        7,271

Expenses:
  Operating                                                    2,366        2,276
  General and administrative                                     499          452
  Depreciation                                                 1,216        1,136
  Interest                                                     1,718        1,489
  Property taxes                                                 591          512
      Total expenses                                           6,390        5,865

Income before extraordinary item                               1,155        1,406
Extraordinary loss on early extinguishment of debt
  (Note D)                                                      (169)          --

Net income                                                    $ 986       $ 1,406

Net income allocated to general partner (1%)                  $ 10         $ 14
Net income allocated to limited partners (99%)                   976        1,392

                                                              $ 986       $ 1,406
Net income per limited partnership unit:
  Income before extraordinary loss                           $ 19.05      $ 23.20
  Extraordinary loss                                           (2.78)          --

                                                             $ 16.27      $ 23.20

Distributions per limited partnership unit                   $214.40      $ 34.63

              See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                        NATIONAL PROPERTY INVESTORS 4

                  STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                       (in thousands, except unit data)


<TABLE>
<CAPTION>

                                       Limited
                                     Partnership    General     Limited
                                        Units       Partner     Partners      Total

<S>                                    <C>            <C>       <C>         <C>
Original capital contributions         60,005         $ 1       $ 30,003    $ 30,004

Partners' deficit at
  December 31, 1999                    60,005       $ (353)     $(10,294)   $(10,647)

Distribution to partners                   --           (21)      (2,078)     (2,099)

Net income for the year ended
  December 31, 2000                        --            14        1,392       1,406

Partners' deficit at
  December 31, 2000                    60,005          (360)     (10,980)    (11,340)

Distributions to partners                  --           (27)     (12,865)    (12,892)

Net income for the year ended
  December 31, 2001                        --            10          976         986

Partners' deficit at
  December 31, 2001                    60,005       $ (377)     $(22,869)   $(23,246)

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        NATIONAL PROPERTY INVESTORS 4

                            STATEMENTS OF CASH FLOWS
                                (in thousands)
<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                                   2001         2000
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net income                                                      $ 986       $ 1,406
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                   1,216        1,136
     Amortization of loan costs                                        61           75
     Extraordinary loss on early extinguishment of debt               169           --
     Change in accounts:
      Receivables and deposits                                        360         (145)
      Other assets                                                     49          (77)
      Accounts payable                                                (10)          12
      Tenant security deposit liabilities                             (41)          59
      Other liabilities                                                47           (5)
        Net cash provided by operating activities                   2,837        2,461

Cash flows from investing activities:
  Property improvements and replacements                             (775)        (463)
  Net withdrawals from restricted escrows                              63          110
        Net cash used in investing activities                        (712)        (353)

Cash flows from financing activities:
  Distributions to partners                                       (12,892)      (2,650)
  Proceeds from refinancing                                        30,400           --
  Loan costs paid                                                    (858)          --
  Repayment of mortgage note payable                              (19,300)          --
  Payments on mortgage note payable                                  (176)          --
        Net cash used in financing activities                      (2,826)      (2,650)

Net decrease in cash and cash equivalents                            (701)        (542)
Cash and cash equivalents at beginning of period                    1,076        1,618
Cash and cash equivalents at end of period                        $ 375       $ 1,076

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 1,599      $ 1,415

Supplemental information of non-cash activity:
  Property improvements and replacements included in
   accounts payable                                                $ --         $ 92

              See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>

                        NATIONAL PROPERTY INVESTORS 4

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2001


Note A - Organization and Significant Accounting Policies

Organization

National   Property   Investors  4,  a  California   Limited   Partnership  (the
"Partnership" or "Registrant"),  was formed on July 1, 1980 to acquire, hold for
investment,  and ultimately sell income producing real estate property.  Capital
contributions of $30,002,500  ($500 per unit) were made by the limited partners.
In addition,  the general partner  contributed  $1,000. The Partnership owns one
apartment complex located in Falls Township,  Pennsylvania. The managing general
partner is NPI Equity  Investments,  Inc. ("NPI Equity" or the "Managing General
Partner").  The  Managing  General  Partner  is  a  wholly-owned  subsidiary  of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust. The Partnership Agreement provides that the Partnership
is to terminate on December 31, 2005, unless terminated prior to such date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Investment Property

Investment  property  consists of one  apartment  complex and is stated at cost.
Acquisition  fees are  capitalized as a cost of real estate.  In accordance with
Statement of Financial  Accounting  Standards ("SFAS") No. 121,  "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
Of", the  Partnership  records  impairment  losses on long-lived  assets used in
operations  when  events and  circumstances  indicate  that the assets  might be
impaired  and the  undiscounted  cash flows  estimated  to be generated by those
assets are less than the carrying  amounts of those  assets.  Costs of apartment
properties  that have  been  permanently  impaired  have  been  written  down to
appraised  value.  No  adjustments  for impairment of value were recorded in the
years ended December 31, 2001 and 2000. See "Recent  Accounting  Pronouncements"
below.

Depreciation

Depreciation is provided by the straight-line method over the estimated lives of
the apartment  property and related  personal  property.  For Federal income tax
purposes,  the  accelerated  cost recovery  method is used (1) for real property
over 18 years for additions  after March 15, 1984 and before May 9, 1985, and 19
years for additions  after May 8, 1985,  and before January 1, 1987. As a result
of the Tax Reform Act of 1986,  for  additions  after  December  31,  1986,  the
modified  accelerated  cost recovery method is used for depreciation of (1) real
property over 27 1/2 years and (2) personal property additions over 5 years.

Cash and Cash Equivalents

Includes  cash on hand and in  banks.  At  certain  times,  the  amount  of cash
deposited  at a bank may  exceed the limit on insured  deposits.  Cash  balances
include  approximately  $188,000 at December 31, 2001 that are  maintained by an
affiliated   management  company  on  behalf  of  affiliated  entities  in  cash
concentration accounts.

Loan Costs

Loan  costs of  approximately  $858,000  are  included  in other  assets  in the
accompanying balance sheet and are being amortized on a straight-line basis over
the  life of the  loan.  At  December  31,  2001,  accumulated  amortization  is
approximately  $11,000.  Amortization  of loan  costs is  included  in  interest
expense.

Tenant Security Deposits

The Partnership  requires security deposits from lessees for the duration of the
lease.  Deposits are refunded when the tenant  vacates,  provided the tenant has
not damaged its space and is current on rental payments.

Fair Value of Financial Statements

SFAS No.  107,  "Disclosures  about Fair  Value of  Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes that the carrying  amounts of its
financial  instruments (except for long term debt) approximate their fair values
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's long term debt, after discounting the scheduled loan payments at a
borrowing rate currently available to the Partnership, approximates its carrying
balance.

Leases

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on leases. In addition, the Managing
General Partner's policy is to offer rental concessions during particularly slow
months or in response to heavy  competition from similar  complexes in the area.
Concessions are charged against rental income as incurred.

Allocation of Profits, Gains, and Losses

Profits,  gains, and losses of the Partnership are allocated between general and
limited partners in accordance with the provisions of the Partnership Agreement.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports. It also established standards for related
disclosures about products and services,  geographic areas, and major customers.
As defined in SFAS No. 131, the Partnership has only one reportable segment. The
Managing General Partner believes that segment-based disclosures will not result
in a more  meaningful  presentation  than the financial  statements as currently
presented.

Income Taxes

Taxable income or loss of the  Partnership is reported in the income tax returns
of its  partners.  No  provision  for  income  taxes  is made  in the  financial
statements of the Partnership.

Advertising Costs

The Partnership expenses the cost of advertising as incurred.  Advertising costs
of  approximately  $47,000 and $73,000  during the years ended December 31, 2001
and 2000, respectively,  were charged to expense as incurred and are included in
operating expenses.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Managing  General  Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for payments to
affiliates for property management services based on a percentage of revenue and
for  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.

The following  payments were made to affiliates of the Managing  General Partner
during each of the years ended December 31, 2001 and 2000 (in thousands):

                                                          2001        2000

Property management fees (included in operating
  expenses)                                               $ 381       $ 362
Reimbursement for services of affiliates
  (included in investment property and general
  and administrative expenses)                              209         170
Partnership management fee (included in general
  and administrative expenses                               174          87
Non-accountable reimbursement (included in general
  and administrative expenses)                              100         100
Loan costs (included in other assets)                       304          --

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from the Partnership's  property as compensation for providing property
management  services.  The  Partnership  paid to such  affiliates  approximately
$381,000  and  $362,000  for  the  years  ended  December  31,  2001  and  2000,
respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $209,000 and $170,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the (Corporate/Managing) General Partner of approximately $44,000 and $2,000 for
the years ended  December  31,  2001 and 2000,  respectively.  The  construction
management  service fees are  calculated  based on a  percentage  of current and
certain prior year  additions to investment  property and are being  depreciated
over 15 years.

For services relating to the  administration of the Partnership and operation of
the Partnership's  property, the Managing General Partner is entitled to receive
payment for non-accountable  expenses up to a maximum of $100,000 per year based
upon the number of Partnership units sold, subject to certain  limitations.  The
Managing General Partner was entitled to and did receive $100,000 in each of the
years ended December 31, 2001 and 2000.

In  addition  to the amounts  discussed  above,  as  compensation  for  services
rendered in managing the  Partnership,  the Managing General Partner is entitled
to receive a Partnership  Management Fee in conjunction  with  distributions  of
cash from  operations,  subject to certain  limitations.  During the years ended
December 31, 2001 and 2000,  approximately  $174,000 and $87,000,  respectively,
was incurred in  conjunction  with the  operating  distributions.  Approximately
$28,000 of this fee is included in accounts payable at December 31, 2001.

The Partnership Agreement also provides for a commission to the Managing General
Partner  for  its  role  in  the  refinancing  of the  Partnership's  investment
property.  During the year ended  December  31,  2001,  the  Partnership  paid a
commission of  approximately  $304,000  related to the refinancing of Village of
Pennbrook Apartments. Such fee was capitalized and is included in other assets.

The Managing  General  Partner has made available to the  Partnership a $300,000
line of credit. At the present time, the Partnership has no outstanding  amounts
due under this line of credit.  Based on present  plans,  the  Managing  General
Partner does not  anticipate  the need to borrow in the near future.  Other than
cash and cash equivalents,  the line of credit is the Partnership's  only unused
source of liquidity.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the year ended December 31, 2001,
the  Partnership  paid  AIMCO  and  its  affiliates  approximately  $70,000  for
insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 44,842 limited  partnership  units
(the "Units") in the Partnership representing 74.73% of the outstanding Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  74.73% of the  outstanding  Units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner.  However,  with respect to 26,466
units, Insignia Properties,  LP, an affiliate of AIMCO, is required to vote such
Units: (i) against any increase in compensation  payable to the Managing General
Partner or to affiliates;  and (ii) on all other matters  submitted by it or its
affiliates, in proportion to the votes cast by non-tendering unitholders. Except
for the  foregoing,  no other  limitations  are  imposed  on  AIMCO's,  Insignia
Properties,  L.P.'s or their  affiliates'  ability to influence voting decisions
with respect to the Partnership.

Note C - Distributions

During  the  year  ended   December  31,  2001,  the   Partnership   distributed
approximately $12,892,000  (approximately $12,865,000 to the limited partners or
$214.40 per limited partnership unit). Of this amount,  approximately $2,666,000
(approximately  $2,639,000  to  the  limited  partners  or  $43.98  per  limited
partnership   unit)  was  distributed   from  operations   while   approximately
$10,226,000  ($170.42  per  limited  partnership  unit) was  distributed  to the
limited  partners  from  the net  proceeds  of the  refinancing  of  Village  of
Pennbrook  Apartments.  Cash  distributions  from  operations  of  approximately
$2,099,000  were  paid  during  the  year  ended  December  31,  2000,  of which
approximately  $2,078,000 was paid to the limited  partners  ($34.63 per limited
partnership unit). At December 31, 1999, a distribution payable of approximately
$551,000  (approximately  $545,000 to the limited  partners or $9.08 per limited
partnership unit) was accrued and subsequently paid in January 2000.

Note D - Mortgage Note Payable

The principal terms of the mortgage note payable are as follows:
<TABLE>
<CAPTION>

                          Principal     Monthly                           Principal
                         Balance At     Payment     Stated                 Balance
                        December 31,   Interest    Interest  Maturity      Due At
Property                    2001         Only        Rate      Date       Maturity
                             (in thousands)                            (in thousands)
Village of Pennbrook
<S>                        <C>           <C>        <C>      <C>   <C>      <C>
  Apartments               $30,224       $ 236      7.01%    09/01/21       $ --
</TABLE>

The  mortgage  note  payable  is  non-recourse  and is  secured by pledge of the
Partnership's  investment property and by pledge of revenues from the investment
property.  Prepayment penalties are imposed if the mortgage note is repaid prior
to  maturity.  Further,  the  property  may  not be  sold  subject  to  existing
indebtedness.

On August 31,  2001,  the  Partnership  refinanced  the  mortgage  note  payable
encumbering Village of Pennbrook  Apartments.  The refinancing replaced mortgage
indebtedness of $19,300,000 with a new mortgage of $30,400,000. The new mortgage
carries a stated  interest  rate of 7.01%  compared to a stated rate of 7.33% on
the old  mortgage.  Payments of principal and interest are due monthly until the
loan matures in September  2021 at which time the loan will be fully  amortized.
Loan  costs  capitalized  for  the  refinancing  were  approximately   $858,000,
including  a  $304,000  refinancing  fee paid to an  affiliate  of the  Managing
General Partner pursuant to the Partnership Agreement.  The Partnership recorded
an extraordinary loss on early extinguishment of debt of approximately  $169,000
as a result of unamortized loan costs being written off.

Scheduled  principal payments subsequent to December 31, 2001 are as follows (in
thousands):

                                   2002        $   735
                                   2003            788
                                   2004            845
                                   2005            906
                                   2006            972
                                Thereafter      25,978
                                               $30,224

Note E - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

                                                        Initial Cost
                                                       To Partnership
                                                       (in thousands)

                                                              Buildings        Cost
                                                             and Related    Capitalized
                                                              Personal     Subsequent to
Description                         Encumbrances     Land     Property      Acquisition
                                   (in thousands)                         (in thousands)
Village of Pennbrook Apartments
<S>                                    <C>         <C>         <C>            <C>
  Falls Township, Pennsylvania         $30,224     $ 1,972     $18,245        $ 8,255



                      Gross Amount At Which Carried
                          At December 31, 2001
                             (in thousands)

                                Buildings
                               And Related
                                Personal             Accumulated     Date    Depreciable
Description             Land    Property    Total    Depreciation  Acquired  Life-Years
                                                    (in thousands)
Village of Pennbrook
  Apartments          $ 1,980    $26,492   $28,472     $(22,355)    12/81    5-27.5 yrs

Reconciliation of "Real Estate and Accumulated Depreciation":
</TABLE>

                                                    December 31,
                                                 2001          2000
                                                   (in thousands)
Investment Property
Balance at beginning of year                    $27,789       $27,234
  Property improvements                             683           555
Balance at end of year                          $28,472       $27,789

Accumulated Depreciation
Balance at beginning of year                    $21,139       $20,003
  Additions charged to expense                    1,216         1,136
Balance at end of year                          $22,355       $21,139


The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001  and  2000,  is  approximately  $6,043,000  and  $5,359,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at  December  31,  2001 and 2000,  is  approximately  $1,326,000  and  $807,000,
respectively.

Note F - Income Taxes

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                                December 31,
                                              2001         2000

Net income as reported                       $ 986       $ 1,406
Add (deduct):
  Depreciation differences                      697          715
  Prepaid rent                                   (7)          20
  Other                                         (60)          62

Federal taxable income                      $ 1,616      $ 2,203

Federal taxable income per limited
  partnership unit                          $ 26.66      $ 33.54

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands):

                                                       2001

         Net liabilities as reported                 $(23,246)
         Land and buildings                           (22,429)
         Accumulated depreciation                      21,029
         Syndication and distribution costs             3,375
         Other                                            422

         Net liabilities - Federal tax basis         $(20,849)

Note G - Legal Proceedings

In March 1998, several putative  unitholders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.

Estate of Harry  Schubert v.  National  Property  Investors  4, Civil Action No.
97-09129, Court of Common Pleas of Bucks County, Pennsylvania.  During 1998, the
Plaintiff brought action against the Partnership  alleging that as the result of
carbon monoxide and methane  poisoning due to a malfunctioning  heat unit in the
deceased's   apartment  at  the  Partnership's   property,   the  decedent  lost
consciousness for several hours, suffered respiratory arrest, and suffered other
pains and injuries. The Plaintiff alleges breach of contract,  fraud, violations
of the Unfair Trade Practices and Consumer  Protection Law and negligence.  This
matter is currently in the preliminary  stages of discovery.  The  Partnership's
motion for summary judgment was denied June 22, 2001. The Partnership intends to
vigorously defend this matter.

The Managing  General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.


Item 8.     Changes in and  Disagreements  with  Accountants on Accounting and
            Financial Disclosures

            None.


                                    PART III

Item 9.     Directors,  Executive  Officers,  Promoters  and Control  Persons;
            Compliance with Section 16(a) of the Exchange Act

The Partnership has no officers or directors.  NPI Equity,  the Managing General
Partner,  manages substantially all of the Partnership's affairs and has general
responsibility  in all matters  affecting its  business.  NPI Equity is a wholly
owned subsidiary of AIMCO.

The  name of the  directors  and  executive  officers  of the  Managing  General
Partner,  their age and the nature of all  positions  with NPI Equity  presently
held by them are set forth below. There are no family  relationships  between or
among any officers and directors.

Name                        Age    Position

Patrick J. Foye              44    Executive Vice President and Director

Martha L. Long               42    Senior Vice President and Controller

Patrick  J.  Foye  has been  Executive  Vice  President  and  Director  of the
Managing  General  Partner  since  October  1,  1998.  Mr.  Foye has served as
Executive Vice President of AIMCO since May 1998.  Prior to joining AIMCO, Mr.
Foye was a partner in the law firm of  Skadden,  Arps,  Slate,  Meagher & Flom
LLP  from  1989 to 1998  and was  Managing  Partner  of the  firm's  Brussels,
Budapest and Moscow  offices from 1992 through  1994.  Mr. Foye is also Deputy
Chairman of the Long Island Power  Authority and serves as a member of the New
York State  Privatization  Council.  He received a B.A.  from Fordham  College
and a J.D. from Fordham University Law School.

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act:  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The executive  officers and director of the Managing General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Managing General Partner.  Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive  officers and director of the Managing  General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The executive  officers and director of the Managing  General  Partner  reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited financial statements with accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive officers and director of the Managing General Partner has approved the
inclusion of the audited  financial  statements  in the Form 10-KSB for the year
ended December 31, 2001 for filing with the Securities and Exchange Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal  year.  Fees for the last  fiscal  year were  annual  audit  services  of
approximately  $31,000  and  non-audit  services  (principally  tax-related)  of
approximately $16,000.

Item 10.    Executive Compensation

Neither the director nor the officers of the Managing  General Partner  received
any  remuneration  from the Registrant  during the years ended December 31, 2001
and 2000.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, as of December 31, 2001, no person or entity was known to
own of  record  or  beneficially  more  than  five  percent  of the Units of the
Partnership.

                                             Number of         Percent
                                               Units          of Total
Insignia Properties, L.P.                     32,525           54.20%
  (an affiliate of AIMCO)
IPLP Acquisition I, LLC                        4,452            7.42%
  (an affiliate of AIMCO)
AIMCO Properties, L.P.                         7,865           13.11%
  (an affiliate of AIMCO)

Insignia  Properties,   L.P.  and  IPLP  Acquisition  I,  LLC  are  indirectly
ultimately  owned by  AIMCO.  Their  business  address  is 55  Beattie  Place,
Greenville, SC 29602.

AIMCO  Properties,  L.P. is indirectly  ultimately  controlled  by AIMCO.  Its
business address is 2000 Colorado Boulevard, Denver, CO 80222.

No director or officer of the Managing General Partner owns any Units.

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for payments to
affiliates for property management services based on a percentage of revenue and
for  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.

The following  payments were made to affiliates of the Managing  General Partner
during each of the years ended December 31, 2001 and 2000 (in thousands):

                                                         2001       2000

Property management fees                                $ 381      $ 362
Reimbursement for services of affiliates                  209        170
Partnership management fee                                174         87
Non-accountable reimbursement                             100        100
Loan costs                                                304         --

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from the Partnership's  property as compensation for providing property
management  services.  The  Partnership  paid to such  affiliates  approximately
$381,000  and  $362,000  for  the  years  ended  December  31,  2001  and  2000,
respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $209,000 and $170,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the (Corporate/Managing) General Partner of approximately $44,000 and $2,000 for
the years ended  December  31,  2001 and 2000,  respectively.  The  construction
management  service fees are  calculated  based on a  percentage  of current and
certain prior year  additions to investment  property and are being  depreciated
over 15 years.

For services relating to the  administration of the Partnership and operation of
the Partnership's  property, the Managing General Partner is entitled to receive
payment for non-accountable  expenses up to a maximum of $100,000 per year based
upon the number of Partnership units sold, subject to certain  limitations.  The
Managing General Partner was entitled to and did receive $100,000 in each of the
years ended December 31, 2001 and 2000.

In  addition  to the amounts  discussed  above,  as  compensation  for  services
rendered in managing the  Partnership,  the Managing General Partner is entitled
to receive a Partnership  Management Fee in conjunction  with  distributions  of
cash from  operations,  subject to certain  limitations.  During the years ended
December 31, 2001 and 2000,  approximately  $174,000 and $87,000,  respectively,
was incurred in  conjunction  with the  operating  distributions.  Approximately
$28,000 of this fee is included in accounts payable at December 31, 2001.

The Partnership Agreement also provides for a commission to the Managing General
Partner  for  its  role  in  the  refinancing  of the  Partnership's  investment
property.  During the year ended  December  31,  2001,  the  Partnership  paid a
commission of  approximately  $304,000  related to the refinancing of Village of
Pennbrook Apartments. Such fee was capitalized and is included in other assets.

The Managing  General  Partner has made available to the  Partnership a $300,000
line of credit. At the present time, the Partnership has no outstanding  amounts
due under this line of credit.  Based on present  plans,  the  Managing  General
Partner does not  anticipate  the need to borrow in the near future.  Other than
cash and cash equivalents,  the line of credit is the Partnership's  only unused
source of liquidity.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the year ended December 31, 2001,
the  Partnership  paid  AIMCO  and  its  affiliates  approximately  $70,000  for
insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 44,842 limited  partnership  units
(the "Units") in the Partnership representing 74.73% of the outstanding Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  74.73% of the  outstanding  Units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner.  However,  with respect to 26,466
units, Insignia Properties,  LP, an affiliate of AIMCO, is required to vote such
Units: (i) against any increase in compensation  payable to the Managing General
Partner or to affiliates;  and (ii) on all other matters  submitted by it or its
affiliates, in proportion to the votes cast by non-tendering unitholders. Except
for the  foregoing,  no other  limitations  are  imposed  on  AIMCO's,  Insignia
Properties,  L.P.'s or their  affiliates'  ability to influence voting decisions
with respect to the Partnership.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Reports on Form 8-K filed in the fourth  quarter of calendar  year
            2001:

            None.


<PAGE>


                                   SIGNATURES


In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    NATIONAL PROPERTY INVESTORS 4


                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Managing General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                      Date:


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Partnership and in the capacities and on the
dates indicated.


/s/Patrick J. Foye      Executive Vice President      Date:
Patrick J. Foye         and Director


/s/Martha L. Long       Senior Vice President         Date:
Martha L. Long          and Controller




<PAGE>


                                  EXHIBIT INDEX

Exhibit

 2.1              NPI,  Inc.  Stock  Purchase  Agreement  dated as of August 17,
                  1995,  incorporated by reference to the Partnership's  Current
                  Report on Form 8-K dated August 17, 1995.

 2.2              Partnership  Units Purchase  Agreement  dated as of August 17,
                  1995  incorporated  by  reference  to Exhibit  2.1 to Form 8-K
                  filed by Insignia Financial Group, Inc.  ("Insignia") with the
                  Securities and Exchange Commission on September 1, 1995.

 2.3              Management  Purchase  Agreement  dated as of August 17,  1995,
                  incorporated  by reference to Exhibit 2.2 to Form 8-K filed by
                  Insignia   Financial  Group,  Inc.  with  the  Securities  and
                  Exchange Commission on September 1, 1995.

 2.4              Agreement  and Plan of Merger,  dated as of October 1, 1999,
                  by and  between  AIMCO and IPT shown as  Exhibit  2.1 in 8-K
                  dated as of October 1, 1988.

 2.5              Master  Indemnity  Agreement  dated  as of  August  17,  1995,
                  incorporated  by reference to Exhibit 2.5 to Form 8-K filed by
                  Insignia  with  the  Securities  and  Exchange  Commission  on
                  September 1, 1995.

 3.4              Agreement of Limited Partnership,  incorporated by reference
                  to  Exhibit A to the  Prospectus  of the  Partnership  dated
                  September  20,  1983,  as  amended  on June 13 1989,  and as
                  thereafter   supplemented  contained  in  the  Partnership's
                  Registration Statement on Form S-11 (Reg. No. 2-63733).

10.1              Agreement to Purchase Village of Pennbrook  Apartments dated
                  November 25, 1981 between the  Partnership  and SB Partners,
                  incorporated   by   reference   to  the   Exhibits   to  the
                  Partnership's  Current Report on Form 8-K dated November 25,
                  1981.

10.4              Property  Management  Agreement  dated June 21, 1991, by and
                  between the Partnership  and NPI Management  incorporated by
                  reference  to  Exhibit  10.4  to  the  Partnership's  Annual
                  Report on Form 10-K for the year ended December 31, 1991.

10.5              Multifamily  Note dated September 30, 1996, by and between the
                  Partnership and Lehman Brothers Holding,  Inc. for the Village
                  of Pennbrook  incorporated by reference to Exhibit 10.5 to the
                  Partnership's  Annual  Report on Form 10-K for the year  ended
                  December 31, 1996.

10.6              Multifamily  Note dated November 1, 1996, by and between the
                  Partnership  and  Lehman  Brothers  Holding,  Inc.  for  the
                  Village of  Pennbrook  incorporated  by reference to Exhibit
                  10.6 to the  Partnership's  Annual  Report  on Form 10-K for
                  the year ended December 31, 1991.

10.7              Multifamily  Note  dated  August  30,  2001,  by  and  between
                  National   Property   Investors   4,  a   California   limited
                  partnership,  and  GMAC  Commercial  Mortgage  Corporation,  a
                  California  corporation initially filed as Exhibit 10.7 to the
                  Registrant's  Form 10QSB for the quarter  ended  September 30,
                  2001 and incorporated herein by reference.

16                Letter dated December 8, 1998,  from the  Registrant's  former
                  independent  accountant  regarding  its  concurrence  with the
                  statements made by the Registrant in this Current Report.