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, 2000

[ ]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.  $7,271,000

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, 2000. 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
(see "Transfer of Control" below).  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.

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia  Financial Group, Inc. and IPT merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation (the "Insignia Merger").  As a result, AIMCO acquired 100% ownership
interest in the Managing General Partner.  The Managing General Partner does not
believe  that this  transaction  has had or will have a  material  effect on the
affairs and operations of the Partnership.

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              $27,789     $21,139    5-27.5 yrs    S/L        $ 4,552
</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                2000        Payment       Rate   Amortized   Date     Maturity
                           (in thousands)                                  (in thousands)
Village of Pennbrook
<S>                    <C>           <C>         <C>        <C>    <C>   <C>   <C>
  Apartments           $19,300       $ 118       7.33%      (1)    11/01/03    $19,300
</TABLE>

(1)   Interest only payments.

See "Item 7. Financial  Statements - Note E" 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 2000 and 1999 for the property:

                                    Average Annual
                                     Rental Rates                   Average
                                      (per unit)                   Occupancy
 Property                        2000            1999           2000        1999
 Village of Pennbrook
   Apartments                   $9,878          $9,684          96%          94%

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 2000 for the property:

                                              2000              2000
                                             Billing            Rate
       Village of Pennbrook
         Apartments                           $526             4.87%

Capital Improvements

During the year ended December 31, 2000, the Partnership completed approximately
$555,000 of capital improvements at Village of Pennbrook consisting primarily of
water  heater,   floor  covering,   appliance,   furniture,   fixture,  and  air
conditioning  replacements,  as  well as  structural  improvements  and  vehicle
purchases.  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.   Approximately
$3,371,000  in unit  enhancements  has been  budgeted at the  property and it is
expected that at least an additional  $275 per unit or $198,550 will be budgeted
for capital  expenditures.  Additional  improvements  may be considered and will
depend on the physical condition of the property as well as replacement reserves
and 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. 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 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 Insignia  Merger.  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,
and  defendants  are  scheduled to respond to the complaint by March 2, 2001. On
March 2, 2001, the Managing  General Partner and its affiliates filed a demurrer
to the third amended complaint. The Managing General Partner does not anticipate
that  costs  associated  with this case will be  material  to the  Partnership's
overall operations.

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  heating 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 has
filed a motion for summary judgment to have the court dismiss the claims against
the  Partnership,  and this motion is currently  pending  before the court.  The
Partnership intends to vigorously defend this matter.

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, 2000, 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, 2000, the
Partnership  had 60,005  units  outstanding  held by 1,223  limited  partners of
record. Affiliates of the Managing General Partner own 44,237 units or 73.72% at
December 31, 2000. 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, 2000 and 1999 and subsequent to December 31, 2000. All
were distributions of cash from operations (see "Item 6. Management's Discussion
and Analysis or Plan of Operation" for further details).

                                                    Distributions
                                                              Per Limited
                                            Aggregate       Partnership Unit

          01/01/00 - 12/31/00              $2,099,000            $34.63
          01/01/99 - 12/31/99               4,398,000 (1)         72.56
    Subsequent to December 31, 2000           394,000              6.50

(1)  Includes  $551,000  which was  accrued  at  December  31,  1999 and paid in
     January 2000.

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  property sale. The  Partnership's  distribution
policy is reviewed  on a quarterly  basis.  There can be no  assurance  that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital expenditures to permit further  distributions to its partners in 2001 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 44,237 limited partnership units in
the Partnership  representing  73.72% of the  outstanding  units at December 31,
2000. 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
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $271.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  536 units  resulting  in its total
ownership  being  increased to 44,773  units or 74.62% of the total  outstanding
units. 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  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  74.62% 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 the Managing General Partner, 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 the ability of AIMCO or its affiliates 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 $1,406,000 and $841,000 for
the years ended  December 31, 2000 and 1999,  respectively.  The increase in net
income is  attributable to an increase in total revenues and a decrease in total
expenses.  The increase in total revenues is due to an increase in rental income
offset by a slight  decrease in other  income.  The increase in rental income is
due to an increase in both  average  occupancy  and average  rental rates at the
property.  The decrease in total  expenses is primarily  the result of decreased
operating  and  general  and  administrative  expenses  partially  offset  by an
increase in depreciation expense. The decrease in operating expense is primarily
due to a decrease in property legal expenses as a result of the Schubert  matter
and  discovery  efforts in 1999 as discussed in "Item 7.  Financial  Statements,
Note H - Legal Proceedings".  The decrease in general and administrative expense
is primarily due to the decrease in the  Partnership  management fee as a result
of reduced  distributions  from operations.  The increase in depreciation is the
result of property  improvements  and  replacements at Pennbrook during 2000 and
1999.

Included in general and administrative  expenses for the year ended December 31,
2000 and 1999, are  reimbursements to the Managing General Partner allowed under
the Partnership  Agreement  associated  with its management of the  Partnership.
Also  costs  associated  with  the  quarterly  and  annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement are included.

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,  2000,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,076,000  compared to approximately  $1,618,000 at December 31,
1999, a decrease of approximately $542,000. The decrease is due to approximately
$2,650,000 of cash used in financing  activities and  approximately  $353,000 of
cash used in investing  activities  which was partially  offset by approximately
$2,461,000  of cash  provided by  operating  activities.  Cash used in financing
activities  consisted  of  distributions  to  partners.  Cash used in  investing
activities  consisted  primarily  of  property   improvements  and  replacements
partially  offset by net withdrawals from restricted  escrows  maintained by the
mortgage  lender.  The Partnership  invests its working  capital  reserves in an
interest bearing account.

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.
Approximately  $3,371,000 in unit enhancements has been budgeted at the property
and it is expected that at least an additional $275 per unit or $198,550 will be
budgeted for capital expenditures. Additional improvements may be considered and
will depend on the physical  condition  of the  property as well as  replacement
reserves  and  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.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately  $19,300,000 consists of interest only payments of
approximately  $118,000  at a stated  rate of 7.33%.  The  mortgage  matures  on
November 1, 2003,  with the  principal  due on the maturity  date.  The Managing
General  Partner will attempt to refinance  such remaining  indebtedness  and/or
sell the  property  prior to such  maturity  date.  If the  property  cannot  be
refinanced or sold for a sufficient  amount,  the  Partnership  will risk losing
such property through foreclosure.

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).  Subsequent  to
December 31, 2000 a cash  distribution  was declared and paid from operations of
approximately  $394,000 of which approximately  $390,000 was paid to the limited
partners  ($6.50  per  limited   partnership   unit).  Cash  distributions  from
operations of approximately  $3,847,000 were paid during the year ended December
31, 1999, of which  approximately  $3,809,000  was paid to the limited  partners
($63.48 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.  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  property  sale.  The  Partnership's
distribution  policy is reviewed on a quarterly basis. There can be no assurance
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital expenditures to permit further distributions to its partners in
2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 44,237 limited partnership units in
the Partnership  representing  73.72% of the  outstanding  units at December 31,
2000. 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
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $271.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  536 units  resulting  in its total
ownership  being  increased to 44,773  units or 74.62% of the total  outstanding
units. 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  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  74.62% 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 the Managing General Partner, 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 the ability of AIMCO or its affiliates to influence  voting decisions
with respect to the Partnership.

<PAGE>
Item 7.     Financial Statements

NATIONAL PROPERTY INVESTORS 4

LIST OF FINANCIAL STATEMENTS


     Report of Ernst & Young LLP, Independent Auditors

     Balance Sheet - December 31, 2000

     Statements of Operations - Years ended December 31, 2000 and 1999

     Statements of Changes in Partners'  Deficit - Years ended December 31, 2000
     and 1999

     Statements of Cash Flows - Years ended December 31, 2000 and 1999

     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, 2000, 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, 2000.  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, 2000,  and the results of its  operations and its cash flows for
each of the two years in the period ended December 31, 2000, in conformity  with
accounting principles generally accepted in the United States.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 15, 2001

<PAGE>

                          NATIONAL PROPERTY INVESTORS 4

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2000
<TABLE>
<CAPTION>



Assets:
<S>                                                                         <C>
   Cash and cash equivalents                                                $  1,076
   Receivables and deposits                                                      798
   Restricted escrows                                                             63
   Other assets                                                                  542
   Investment property (Notes E and F):
      Land                                                    $  1,980
      Buildings and related personal property                   25,809
                                                                27,789
      Less accumulated depreciation                            (21,139)        6,650

                                                                            $  9,129
Liabilities and Partners' Deficit

Liabilities:
   Accounts payable                                                          $   139
   Tenant security deposit liabilities                                           421
   Other liabilities                                                             609
   Mortgage note payable (Note E)                                             19,300

Partners' Deficit:
   General partner                                            $   (360)
   Limited partners (60,005 units issued and
      outstanding)                                             (10,980)      (11,340)

                                                                            $  9,129
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>


                          NATIONAL PROPERTY INVESTORS 4

                            STATEMENTS OF OPERATIONS
                        (in thousands, except unit data)


<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                              2000         1999
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 6,925      $ 6,491
   Other income                                                  346          356
      Total revenues                                           7,271        6,847

Expenses:
   Operating                                                   2,276        2,417
   General and administrative                                    452          530
   Depreciation                                                1,136        1,064
   Interest                                                    1,489        1,489
   Property taxes                                                512          506
      Total expenses                                           5,865        6,006

Net income (Note G)                                          $ 1,406       $  841

Net income allocated to general partner (1%)                 $    14       $    8
Net income allocated to limited partners (99%)                 1,392          833

                                                             $ 1,406       $  841

Net income per limited partnership unit                      $ 23.20      $ 13.88

Distributions per limited partnership unit                   $ 34.63      $ 72.56
</TABLE>

                 See Accompanying Notes to Financial Statements


<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, 1998                    60,005       $ (317)     $ (6,773)   $ (7,090)

Distribution to partners                   --           (44)      (4,354)     (4,398)

Net income for the year ended
  December 31, 1999                        --             8          833         841

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

Distributions 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)
</TABLE>

                 See Accompanying Notes to Financial Statements

<PAGE>

                           NATIONAL PROPERTY INVESTORS 4

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

                                                             Years Ended December 31,
                                                                 2000         1999
Cash flows from operating activities:
<S>                                                             <C>           <C>
  Net income                                                    $ 1,406       $  841
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation                                                 1,136        1,064
     Amortization of loan costs                                      75           75
     Change in accounts:
      Receivables and deposits                                     (145)          (7)
      Other assets                                                  (77)         (41)
      Accounts payable                                               12           22
      Tenant security deposit liabilities                            59          (73)
      Other liabilities                                              (5)         451

          Net cash provided by operating activities               2,461        2,332

Cash flows from investing activities:
  Net withdrawals from restricted escrows                           110          305
  Property improvements and replacements                           (463)        (590)

          Net cash used in investing activities                    (353)        (285)

Cash flows from financing activities:
  Distributions to partners                                      (2,650)      (3,847)

          Net cash used in financing activities                  (2,650)      (3,847)

Net decrease in cash and cash equivalents                          (542)      (1,800)

Cash and cash equivalents at beginning of year                    1,618        3,418

Cash and cash equivalents at end of year                        $ 1,076      $ 1,618

Supplemental information:
  Cash paid for interest                                        $ 1,415      $ 1,415

Supplemental information of non-cash activity:
  Distribution payable                                          $    --      $   551
  Property improvements and replacements included in
   accounts payable                                             $    92      $    --
</TABLE>

                 See Accompanying Notes to Financial Statements

<PAGE>

                           NATIONAL PROPERTY INVESTORS 4

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000


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") (see "Note B - Transfer of
Control").  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 generally  accepted
accounting principles 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, 2000 and 1999.

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 15 years for  additions  prior to March 16,  1984,  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,  and (2) for personal  property over 5
years for additions  prior to 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 and money market accounts.  At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $840,000 at  December  31, 2000 that are
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Loan Costs

Loan  costs of  approximately  $523,000  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,  2000,  accumulated  amortization  is
approximately  $305,000.  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 and such deposits are included in receivables  and deposits.  Deposits are
refunded when the tenant vacates,  provided the tenant has not damaged its space
and is current on rental payments.

Replacement Reserve Escrow

Village of Pennbrook  Apartments  maintains a replacement reserve escrow to fund
replacement, refurbishment or repair of improvements to the property pursuant to
the  mortgage  note  documents.  As of December  31,  2000,  the balance in this
account is approximately $63,000.

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 establishes 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  $73,000 and $89,000  during the years ended December 31, 2000
and 1999, respectively,  were charged to expense as incurred and are included in
operating expenses.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation  (the "Insignia  Merger").  As a result,  AIMCO
acquired 100% ownership  interest in the Managing General Partner.  The Managing
General  Partner does not believe that this  transaction  has had or will have a
material effect on the affairs and operations of the Partnership.

Note C - 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, 2000 and 1999 (in thousands):

                                                         2000       1999

Property management fees (included in operating
  expenses)                                             $ 362      $ 343
Reimbursement for services of affiliates
  (included in investment property and operating
  and general and administrative expenses)                170        122
Partnership management fee (included in other
  liabilities and general and administrative
  expenses)                                                87        232
Non-accountable reimbursement (included in general
  and administrative expenses)                            100        100

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General  Partner  were  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  $362,000 and
$343,000 for the years ended December 31, 2000 and 1999, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $170,000 and $122,000 for the
years ended December 31, 2000 and 1999, respectively.

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 both years
ended December 31, 2000 and 1999.

As compensation for services rendered in managing the Partnership,  the Managing
General  Partner  is  entitled  to  receive  a  Partnership  Management  Fee  in
conjunction  with a  distribution  of cash from  operations,  subject to certain
limitations.  During the years ended  December 31, 2000 and 1999,  approximately
$87,000 and $232,000,  respectively,  was incurred and paid in conjunction  with
the operating distributions.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 44,237 limited partnership units in
the Partnership  representing  73.72% of the  outstanding  units at December 31,
2000. 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
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $271.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  536 units  resulting  in its total
ownership  being  increased to 44,773  units or 74.62% of the total  outstanding
units. 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  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  74.62% 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 the Managing General Partner, 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 the ability of AIMCO or its affiliates to influence  voting decisions
with respect to the Partnership.

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.

Note D - Distributions

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).  Subsequent  to
December 31, 2000 a cash  distribution  was declared and paid from operations of
approximately  $394,000 of which approximately  $390,000 was paid to the limited
partners  ($6.50  per  limited  partnership  unit).  In  association  with  this
distribution, the Managing General Partner was paid a Partnership management fee
of approximately  $9,000.  Cash  distributions  from operations of approximately
$3,847,000  were  paid  during  the  year  ended  December  31,  1999,  of which
approximately  $3,809,000 was paid to the limited  partners  ($63.48 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 E - Mortgage Note Payable

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

                          Principal     Monthly                           Principal
                         Balance At     Payment     Stated                 Balance
                        December 31,   Interest    Interest  Maturity      Due At
Property                    2000         Only        Rate      Date       Maturity
                             (in thousands)                            (in thousands)
Village of Pennbrook
<S>                        <C>           <C>        <C>      <C>   <C>     <C>
  Apartments               $19,300       $ 118      7.33%    11/01/03      $19,300
</TABLE>

The  mortgage  note  payable  is  non-recourse  and is  secured by pledge of the
Partnership's  rental  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.

Note F - 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         $19,300     $ 1,972     $18,245        $ 7,572
</TABLE>
<TABLE>
<CAPTION>

                      Gross Amount At Which Carried
                          At December 31, 2000
                             (in thousands)

                                Buildings
                               And Related
                                Personal             Accumulated     Date    Depreciable
Description             Land    Property    Total    Depreciation  Acquired  Life-Years
                                                    (in thousands)
Village of Pennbrook
<S>                   <C>        <C>       <C>         <C>          <C>      <C>
  Apartments          $ 1,980    $25,809   $27,789     $21,139      12/81    5-27.5 yrs
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                                    December 31,
                                                 2000          1999
                                                   (in thousands)
Investment Property
Balance at beginning of year                    $27,234       $26,644
  Property improvements                             555           590
Balance at end of year                          $27,789       $27,234

Accumulated Depreciation
Balance at beginning of year                    $20,003       $18,939
  Additions charged to expense                    1,136         1,064
Balance at end of year                          $21,139       $20,003

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2000  and  1999,  is  approximately  $5,359,000  and  $4,805,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at  December  31,  2000  and  1999,  is  approximately  $807,000  and  $386,000,
respectively. Due to Insignia Properties, L.P. acquiring over 50% of the limited
partnership  units during 1998, the Partnership  was technically  terminated for
tax purposes.

Note G - Income Taxes

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

                                                December 31,
                                              2000         1999

Net income as reported                      $ 1,406       $  841
Add (deduct):
  Depreciation differences                      715          717
  Prepaid rent                                   20           49
  Other                                          62          219

Federal taxable income                      $ 2,203      $ 1,826

Federal taxable income per limited
  partnership unit                          $ 33.54      $ 30.12

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

                                                       2000

         Net liabilities as reported                 $(11,340)
         Land and buildings                           (22,430)
         Accumulated depreciation                      20,332
         Syndication and distribution costs             3,375
         Other                                            490

         Net liabilities - Federal tax basis         $ (9,573)

Note H - 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. 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 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 Insignia  Merger.  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
and  defendants  are  scheduled to respond to the complaint by March 2, 2001. On
March 2, 2001, the Managing  General Partner and its affiliates filed a demurrer
to the third amended complaint. The Managing General Partner does not anticipate
that  costs  associated  with this case will be  material  to the  Partnership's
overall operations.

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 has
filed a motion for summary judgment to have the court dismiss the claims against
the  Partnership,  and this motion is currently  pending  before the court.  The
Partnership intends to vigorously defend this matter.

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.

<PAGE>

                                    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              43    Executive Vice President and Director

Martha L. Long               41    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 generally  accepted
accounting  principles,  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
generally  accepted  auditing  standards.   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, 2000 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  $28,000  and  non-audit  services  (principally  tax-related)  of
approximately $14,000.

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, 2000
and 1999.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, as of December 31, 2000, 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.                         7,260           12.10%
  (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, 2000 and 1999 (in thousands):

                                                         2000       1999

Property management fees                                $ 362      $ 343
Reimbursement for services of affiliates                  170        122
Partnership management fee                                 87        232
Non-accountable reimbursement                             100        100

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General  Partner  were  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  $362,000 and
$343,000 for the years ended December 31, 2000 and 1999, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $170,000 and $122,000 for the
years ended December 31, 2000 and 1999.

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 both years
ended December 31, 2000 and 1999.

As compensation for services rendered in managing the Partnership,  the Managing
General  Partner  is  entitled  to  receive  a  Partnership  Management  Fee  in
conjunction  with a  distribution  of cash from  operations,  subject to certain
limitations.  During the years ended  December 31, 2000 and 1999,  approximately
$87,000  and  $232,000,  respectively,  was  incurred  in  conjunction  with the
operating distributions.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 44,237 limited partnership units in
the Partnership  representing  73.72% of the  outstanding  units at December 31,
2000. 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
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $271.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  536 units  resulting  in its total
ownership  being  increased to 44,773  units or 74.62% of the total  outstanding
units. 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  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  74.62% 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 the Managing General Partner, 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 the ability of AIMCO or its affiliates to influence  voting decisions
with respect to the Partnership.

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.

Item 13.  Exhibits and Reports on Form 8-K

      (a) Reports on Form 8-K filed in the fourth quarter of calendar year 2000:

          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.

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.