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 _________to _________

                         Commission file number 0-13454

                        NATIONAL PROPERTY INVESTORS 7
                (Name of small business issuer in its charter)

         California                                              13-3230613
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

                                 (864) 239-1000
                            Issuer's telephone number

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

                                      None

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

                      Units of Limited Partnership Interest
                                (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 of 1934 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  Registrant'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.  $7,749,000

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  7  (the  "Partnership"  or  "Registrant")  is  a
California  limited  partnership  formed in October  1983.  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 December 20, 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"),
a publicly  traded real  estate  investment  trust.  The  partnership  agreement
provides  that the  Partnership  is to terminate  on December  31, 2008,  unless
terminated prior to such date.

From  February 1984 through  February  1985,  the  Partnership  offered  100,000
limited  partnership  units at $500 per unit for an aggregate of $50,000,000 and
sold  60,517  units  providing  net  proceeds  of  $30,259,000,  pursuant  to  a
Registration Statement filed with the Securities and Exchange Commission.  Since
its initial offering,  the Registrant has not received, nor are limited partners
required to make,  additional  capital  contributions.  The net proceeds of this
offering were used to purchase seven income  producing  residential  real estate
properties.  The Partnership's  original property  portfolio was  geographically
diversified  with properties  acquired in six states.  One property was sold and
another was foreclosed on in 1994.  The Registrant  continues to own and operate
the remaining five properties (see "Item 2. Description of Properties").

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 properties
owned by the Partnership.

The Partnership  monitors its properties 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 Registrant 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  properties  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.

The  Partnership  has no full time  employees.  The Managing  General Partner is
vested with full authority as to the general  management and  supervision of the
business and affairs of the  Partnership.  The limited partners have no right to
participate  in the  management  or conduct of such  business  and  affairs.  An
affiliate  of  the  Managing  General  Partner  provides  day-to-day  management
services to the Partnership's investment properties.

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  properties.  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  Registrant's  properties  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 total
apartment  units in the United  States and  competition  for the  apartments  is
local.

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

Item 2.     Description of Properties

The following table sets forth the Partnership's investment in properties:
<TABLE>
<CAPTION>

                                   Date of
Property                           Purchase       Type of Ownership          Use

<S>                                 <C>
Fairway View II Apartments          11/84    Fee ownership subject to    Apartment
  Baton Rouge, Louisiana                     first mortgage              204 units

The Pines Apartments                04/85    Fee ownership subject to    Apartment
  Roanoke, Virginia                          first mortgage              216 units

Patchen Place Apartments            07/85    Fee ownership subject to    Apartment
  Lexington, Kentucky                        first mortgage              202 units

Northwoods I & II Apartments        07/85    Fee ownership subject to    Apartment
  Pensacola, Florida                         first mortgage              320 units

South Point Apartments              03/86    Fee ownership subject to    Apartment
  Durham, North Carolina                     first mortgage              180 units
</TABLE>

Schedule of Properties

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

                        Carrying    Accumulated                            Federal
Properties               Value      Depreciation      Rate     Method     Tax Basis
                            (in thousands)                              (in thousands)

<S>                     <C>           <C>          <C>                     <C>
Fairway View II         $10,849       $ 6,417      5-27.5 yrs    S/L       $ 1,627
The Pines                 8,612         5,791      5-27.5 yrs    S/L         1,471
Patchen Place             9,235         6,765      5-27.5 yrs    S/L         1,726
Northwoods I & II        10,545         6,580      5-27.5 yrs    S/L         1,939
South Point               9,599         6,020      5-27.5 yrs    S/L         2,098
        Total           $48,840       $31,573                              $ 8,861
</TABLE>

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

Schedule of Properties Indebtedness

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

                         Principal                                        Principal
                        Balance At                                         Balance
                       December 31,    Interest    Period    Maturity       Due At
Property                   2001          Rate     Amortized    Date      Maturity (2)
                      (in thousands)                                    (in thousands)

<S>                       <C>           <C>        <C>       <C>   <C>       <C>
Fairway View II           $ 5,430       7.03%      20 yrs    12/01/21        $ --
The Pines                   4,047       7.97%      20 yrs    01/01/20           --
Patchen Place               3,000       7.33%        (1)     11/01/03        3,000
Northwoods I & II           6,960       7.06%      20 yrs    09/01/21           --
South Point                 4,600       7.33%        (1)     11/01/03        4,600
        Total             $24,037                                          $ 7,600
</TABLE>

(1)   Loan requires payments of interest only.

(2)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the  Registrant's  ability  to prepay  these  loans and other  specific
      details about the loans.

On  August  31,  2001,  the  Partnership  refinanced  the  mortgage  encumbering
Northwoods  I and  II  Apartments.  The  refinancing  replaced  indebtedness  of
$5,000,000 with a new mortgage in the amount of $7,000,000. The interest rate on
the new mortgage is 7.06% as compared to 7.33% on the previous mortgage. The new
loan matures on  September  1, 2021,  requires  monthly  principal  and interest
payments and is scheduled to be fully amortized at maturity.  Total  capitalized
loan costs were approximately  $252,000 during the year ended December 31, 2001.
The Partnership  recognized an extraordinary loss on the early extinguishment of
debt of approximately $67,000 due to the write off of unamortized loan costs.

On November 30,  2001,  the  Partnership  refinanced  the  mortgage  encumbering
Fairway View II Apartments.  The refinancing replaced indebtedness of $4,200,000
with a new mortgage in the amount of  $5,430,000.  The interest  rate on the new
mortgage is 7.03% as compared to 7.33% on the  previous  mortgage.  The new loan
matures on December 1, 2021,  requires monthly  principal and interest  payments
and is scheduled to be fully amortized at maturity. In addition, the Partnership
was required to establish a repair  escrow of  approximately  $179,000  with the
lender for  certain  capital  replacements.  Total  capitalized  loan costs were
approximately  $181,000 during the year ended December 31, 2001. The Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately $40,000 due to the write off of unamortized loan costs.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2001 and 2000 for each property:
<TABLE>
<CAPTION>

                                     Average Annual                   Average
                                      Rental Rate                    Occupancy
                                       (per unit)
Property                          2001            2000           2001         2000

<S>                              <C>             <C>              <C>          <C>
Fairway View II                  $6,956          $6,489           92%          93%
The Pines                         7,354           7,165           95%          97%
Patchen Place                     7,129           6,918           86%          93%
Northwoods I & II                 6,415           6,357           95%          93%
South Point                       8,863           8,520           95%          92%
</TABLE>

The Managing  General  Partner  attributes  the decrease in occupancy at Patchen
Place  Apartments to increased home  purchases and increased  competition in the
area of the property.  The Managing  General Partner  attributes the increase in
occupancy at South Point Apartments to increased marketing efforts.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
residential  apartment  complexes  in the area.  The  Managing  General  Partner
believes that all of the properties are adequately insured.  Each property is an
apartment  complex  which leases  units for lease terms of one year or less.  No
residential  tenant leases 10% or more of the available rental space. All of the
properties are 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 each property were:

                                       2001            2001
                                      Billing          Rate
                                  (in thousands)

          Fairway View II              $ 52           11.68%
          The Pines                      74            1.12%
          Patchen Place                  50            0.96%
          Northwoods I & II             172            2.19%
          South Point                    96            1.26%

Capital Improvements

Fairway View II

During the year ended December 31, 2001, the Partnership completed approximately
$176,000 of capital  improvements  at Fairway View II,  consisting  primarily of
carpet and vinyl  replacements,  building  replacement,  air  conditioning  unit
replacement,  and structural  improvements.  These improvements were funded from
Partnership   reserves,   insurance   proceeds  and  operating  cash  flow.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $61,200.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.
The Pines

During the year ended December 31, 2001, the Partnership completed approximately
$259,000 of capital  improvements at The Pines,  consisting  primarily of carpet
and vinyl replacements,  plumbing upgrades,  appliances,  swimming pool upgrades
and cabinet  replacements.  These  improvements  were funded from operating cash
flow. The Partnership is currently  evaluating the capital  improvement needs of
the  property  for the  upcoming  year.  The  minimum  amount to be  budgeted is
expected  to be  $300  per  unit  or  $64,800.  Additional  improvements  may be
considered  and will  depend  on the  physical  condition  of the  property  and
anticipated cash flow generated by the property.

Patchen Place

During the year ended December 31, 2001, the Partnership completed approximately
$125,000 of capital  improvements  at Patchen  Place,  consisting  primarily  of
carpet  replacements,  air conditioning unit replacements and plumbing upgrades.
These  improvements  were funded from  Partnership  reserves and operating  cash
flow. The Partnership is currently  evaluating the capital  improvement needs of
the  property  for the  upcoming  year.  The  minimum  amount to be  budgeted is
expected  to be  $300  per  unit  or  $60,600.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Northwoods I and II

During the year ended December 31, 2001, the Partnership completed approximately
$268,000 of capital  improvements at Northwoods I & II, consisting  primarily of
carpet and vinyl  replacements,  air conditioning  unit  replacements,  plumbing
upgrades, appliances and structural improvements. These improvements were funded
from Partnership  reserves and operating cash flow. The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $96,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property and anticipated cash flow generated by the property.

South Point

During the year ended December 31, 2001, the Partnership completed approximately
$73,000 of capital  improvements at South Point,  consisting primarily of carpet
replacements,   appliances  and  air  conditioning  unit   replacements.   These
improvements were funded from Partnership  reserves and operating cash flow. The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $54,000.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow 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.

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 matter was submitted to the vote
of the unit holders through the solicitation of proxies or otherwise.


                                     PART II

Item 5.     Market for the Partnership's Equity and Related Partner Matters

The  Partnership,  a publicly-held  limited  partnership,  offered up to 100,000
limited  partnership units and sold 60,517 limited partnership units aggregating
$30,259,000.  At December 31, 2001, the  Partnership had 1,164 holders of record
owning an aggregate of 60,517 units.  Affiliates of the Managing General Partner
owned  40,365.67  units or 66.70% 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, 2000 and 2001 (see "Item 6" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/00 - 12/31/00             $ 3,179 (1)            $52.00
       01/01/01 - 12/31/01               3,519 (2)             57.57

(1)   Consists  of   approximately   $2,294,000  of  cash  from  operations  and
      approximately  $885,000 of cash from the refinancing proceeds of The Pines
      Apartments and from previously undistributed refinancing proceeds in prior
      years.

(2)   Consists  of   approximately   $1,133,000  of  cash  from  operations  and
      $2,386,000  of cash from the  refinancing  proceeds of Northwoods I and II
      and Fairway View II Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital  expenditures,  to permit any  distributions to its partners in
the year 2002 or subsequent  periods.  See "Item 2.  Description of Properties -
Capital   Improvements"   for  information   relating  to  anticipated   capital
expenditures at the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 40,365.67 limited partnership units
in the Partnership  representing 66.70% of the outstanding units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
affiliates of the Managing  General  Partner,  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  66.70%  of the
outstanding units, AIMCO is in a position to influence all such 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,  DeForest Ventures II L.P., from whom AIMCO,  through
its merger with  Insignia,  acquired  25,399  Units  (41.97% of the units),  had
agreed for the benefit of  non-tendering  unit  holders,  that it would vote its
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 all other unitholders. Except for
the foregoing,  no other  limitations  are imposed on AIMCO's or its affiliates'
right to vote each unit acquired.

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
disclosures  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  matters,  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   Registrant's  net  income  for  the  year  ended  December  31,  2001  was
approximately  $52,000 compared to net income of approximately  $119,000 for the
year ended  December  31,  2000.  The  decrease in net income for the year ended
December 31, 2001 was due to the extraordinary  loss on early  extinguishment of
debt related to the refinancing of the mortgages encumbering Northwoods I and II
and Fairway View II Apartments as discussed in "Liquidity and Capital Resources"
below. The  Partnership's  income before  extraordinary  item was  approximately
$159,000  and  $119,000  for  the  years  ended  December  31,  2001  and  2000,
respectively.  The increase in income  before  extraordinary  item was due to an
increase in total  revenues  which was partially  offset by an increase in total
expenses.

Total revenues increased for the year ended December 31, 2001 due to an increase
in rental income and a casualty gain at Fairway View II Apartments  due to storm
damage from a tropical storm in June 2001. Rental income increased primarily due
to  increased  average  rental  rates  at all of  the  Partnership's  investment
properties,  increased  occupancy  at  Northwoods  I  and  II  and  South  Point
Apartments  and  reduced  concessions  at  Northwoods  I and II and South  Point
Apartments,  which more than offset decreased  occupancy at Fairway View II, The
Pines,  and Patchen Place Apartments and increased  military  discounts at South
Point  Apartments.  The casualty  gain was the result of  insurance  proceeds of
approximately  $96,000  less  the net  book  value of the  damaged  property  of
approximately  $9,000.  These  increases were partially  offset by a decrease in
other  income.  The decrease in other income was  primarily due to a decrease in
interest  income as a result of lower average cash balances in interest  bearing
accounts held by the Partnership during 2001.

Total  expenses  increased for the year ended December 31, 2001 due to increases
in depreciation,  interest and operating expenses which were partially offset by
a  decrease  in  general  and  administrative  expenses.   Depreciation  expense
increased due to property  improvements  and  replacements  completed during the
last  twelve  months.  Interest  expense  increased  due to the  refinancing  of
Northwoods  I and II  Apartments  in August 2001 and Fairway View II in November
2001 which increased the average mortgage balance at these properties. Operating
expenses increased primarily due to increased natural gas bills at Patchen Place
and  The  Pines  Apartments  and  increased  insurance  expense  at  all  of the
Partnership's   properties.   General  and  administrative   expenses  decreased
primarily  due to  decreased  fees  paid  to the  Managing  General  Partner  in
connection  with the  distributions  from  operations made during the year ended
December 31, 2001,  reduced  legal fees,  and a decrease in the cost of services
included in the management  reimbursements  to the Managing  General  Partner as
allowed under the Partnership Agreement.  The decreases were partially offset by
increased  audit fees. Also included in general and  administrative  expenses at
both  December 31, 2001 and 2000 are costs  associated  with the  quarterly  and
annual communications with investors and regulatory agencies.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expense.  As part of this plan, the Managing General Partner attempts to protect
the  Registrant  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.

Liquidity and Capital Resources

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $912,000 as compared to  approximately  $871,000 at December  31,
2000.  Cash and cash  equivalents  increased by  approximately  $41,000 from the
Partnership's  year ended December 31, 2000 due to  approximately  $1,874,000 of
cash provided by operating activities, which was largely offset by approximately
$967,000 of cash used in investing activities and approximately $866,000 of cash
used in financing  activities.  Cash used in investing  activities  consisted of
property   improvements   and  replacements  and  deposits  to  escrow  accounts
maintained  by the  mortgage  lender  partially  offset  by  insurance  proceeds
received.  Cash used in financing  activities consisted of payments of principal
made on the mortgages encumbering the Partnership's properties, the repayment of
the mortgages  encumbering  Northwoods I and II and Fairway View II  Apartments,
the  payment of loan costs and  distributions  to partners  which was  partially
offset by the proceeds  received from the refinancing of Northwoods I and II and
Fairway View II Apartments. The Partnership invests its working capital reserves
in interest bearing accounts.

The Managing  General Partner has extended to the Partnership a $500,000 line of
credit.  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  against  the line of credit 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 various  properties  to  adequately  maintain  the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state, and local legal and regulatory requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming  year.  The  minimum  amount  to be  budgeted  will be $300 per unit or
$336,600.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of the  properties  as well  as  replacement  reserves  and
anticipated  cash flow  generated  by the  properties.  The  additional  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 December 13, 1999, the  Partnership  refinanced the mortgage  encumbering The
Pines  Apartments.   The  refinancing  replaced  indebtedness  of  approximately
$3,406,000 with a new mortgage in the amount of $4,225,000. The interest rate on
the new  mortgage is 7.97% as compared to 8.56% on the  previous  debt.  The new
loan  matures on  January  1, 2020,  requires  monthly  principal  and  interest
payments and is scheduled to be fully amortized at maturity.  Total  capitalized
loan costs were  approximately  $88,000 during the year ended December 31, 1999.
Additional  loan costs of  approximately  $16,000  and $8,000  were  capitalized
during the years ended December 31, 2000 and 2001, respectively.

On  August  31,  2001,  the  Partnership  refinanced  the  mortgage  encumbering
Northwoods  I and  II  Apartments.  The  refinancing  replaced  indebtedness  of
$5,000,000 with a new mortgage in the amount of $7,000,000. The interest rate on
the new mortgage is 7.06% as compared to 7.33% on the previous mortgage. The new
loan matures on  September  1, 2021,  requires  monthly  principal  and interest
payments and is scheduled to be fully amortized at maturity.  Total  capitalized
loan costs were approximately  $252,000 during the year ended December 31, 2001.
The Partnership  recognized an extraordinary loss on the early extinguishment of
debt of approximately $67,000 due to the write off of unamortized loan costs.

On November 30,  2001,  the  Partnership  refinanced  the  mortgage  encumbering
Fairway View II Apartments.  The refinancing replaced indebtedness of $4,200,000
with a new mortgage in the amount of  $5,430,000.  The interest  rate on the new
mortgage is 7.03% as compared to 7.33% on the  previous  mortgage.  The new loan
matures on December 1, 2021,  requires monthly  principal and interest  payments
and is scheduled to be fully amortized at maturity. In addition, the Partnership
was required to establish a repair  escrow of  approximately  $179,000  with the
lender for  certain  capital  replacements.  Total  capitalized  loan costs were
approximately  $181,000 during the year ended December 31, 2001. The Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately $40,000 due to the write off of unamortized loan costs.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately  $16,437,000  encumbering The Pines,  Northwoods I
and II and Fairway View II Apartments is scheduled to be fully amortized over 20
years with  maturity  dates from  January  2020 to December  2021.  The mortgage
indebtedness  of  $7,600,000   encumbering  the  remaining  properties  requires
interest only payments with balloon  payments due in November 2003. The Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
properties prior to such maturity dates. If the properties  cannot be refinanced
or sold for a sufficient  amount, the Registrant may risk losing such properties
through foreclosure.

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $3,519,000  (approximately  $3,484,000  to the
limited partners or $57.57 per limited  partnership  unit) to its partners.  The
distributions consisted of approximately $1,133,000 (approximately $1,122,000 to
the  limited  partners  or $18.54  per  limited  partnership  unit) of cash from
operations and approximately $2,386,000 (approximately $2,362,000 to the limited
partners or $39.03 per limited  partnership  unit) of cash from the  refinancing
proceeds of Northwoods I and II and Fairway View II Apartments.  During the year
ended  December 31, 2000, the  Partnership  declared and paid  distributions  of
approximately  $3,179,000  (approximately  $3,147,000 to the limited partners or
$52.00 per limited  partnership  unit)  consisting of  approximately  $2,294,000
(approximately  $2,271,000  to  the  limited  partners  or  $37.53  per  limited
partnership   unit)  of  cash  from   operations  and   approximately   $885,000
(approximately   $876,000  to  the  limited   partners  or  $14.47  per  limited
partnership unit) of cash from the refinancing  proceeds of The Pines Apartments
and from previously  undistributed  refinancing  proceeds in prior years. Future
cash  distributions  will  depend  on the  levels  of net  cash  generated  from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, refinancings, and/or property sales. The Registrant's cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital  expenditures to permit any distributions to its partners
in the year 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 40,365.67 limited partnership units
in the Partnership  representing 66.70% of the outstanding units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
affiliates of the Managing  General  Partner,  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  66.70%  of the
outstanding units, AIMCO is in a position to influence all such 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,  DeForest Ventures II L.P., from whom AIMCO,  through
its merger with  Insignia,  acquired  25,399  Units  (41.97% of the units),  had
agreed for the benefit of  non-tendering  unit  holders,  that it would vote its
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 all other unit holders.  Except
for the foregoing, no other limitations are imposed on AIMCO's or its affiliates
right to vote each unit acquired.

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 7

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)  Capital  - 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 7


We have audited the accompanying  balance sheet of National Property Investors 7
as of December 31, 2001, and the related  statements of  operations,  changes in
partners'  (deficit)  capital,  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 7
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 7

                                  BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2001

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   912
   Receivables and deposits                                                      429
   Restricted escrows                                                            539
   Other assets                                                                  691
   Investment properties (Notes B and E):
      Land                                                    $ 3,738
      Buildings and related personal property                   45,102
                                                                48,840
      Less accumulated depreciation                            (31,573)       17,267

                                                                            $ 19,838
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 109
   Tenant security deposit liabilities                                           108
   Other liabilities                                                             264
   Mortgage notes payable (Note B)                                            24,037

Partners' Deficit
   General partner                                             $ (349)
   Limited partners (60,517 units issued and
      outstanding)                                              (4,331)       (4,680)

                                                                            $ 19,838

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        NATIONAL PROPERTY INVESTORS 7

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


<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                                   2001         2000
Revenues:
<S>                                                               <C>          <C>
   Rental income                                                  $ 7,303      $ 7,151
   Other income                                                       359          372
   Casualty gain (Note G)                                              87           --
      Total revenues                                                7,749        7,523

Expenses:
   Operating                                                        2,958        2,774
   General and administrative                                         454          541
   Depreciation                                                     2,047        1,989
   Interest                                                         1,703        1,666
   Property taxes                                                     428          434
      Total expenses                                                7,590        7,404

Income before extraordinary item                                      159          119

Extraordinary loss on early extinguishment of debt (Note B)          (107)          --

Net income (Note C)                                                $ 52         $ 119

Net income allocated to general partner (1%)                        $ 1          $ 1

Net income allocated to limited partners (99%)                         51          118

                                                                   $ 52         $ 119

Per limited partnership unit:
   Income before extraordinary item                               $ 2.59       $ 1.95
   Extraordinary loss on early extinguishment of debt               (1.75)          --

   Net income                                                     $ 0.84       $ 1.95

Distributions per limited partnership unit                        $ 57.57      $ 52.00

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        NATIONAL PROPERTY INVESTORS 7

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


<TABLE>
<CAPTION>

                                         Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

<S>                                       <C>           <C>       <C>        <C>
Original capital contributions            60,517        $ 1       $30,259    $30,260

Partners' (deficit) capital at
  December 31, 1999                       60,517       $ (284)    $ 2,131    $ 1,847

Distributions to partners                     --          (32)     (3,147)    (3,179)

Net income for the year ended
  December 31, 2000                           --            1         118        119

Partners' deficit at
  December 31, 2000                       60,517         (315)       (898)    (1,213)

Distributions to partners                     --          (35)     (3,484)    (3,519)

Net income for the year ended
  December 31, 2001                           --            1          51         52

Partners' deficit at
  December 31, 2001                       60,517       $ (349)    $(4,331)   $(4,680)

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        NATIONAL PROPERTY INVESTORS 7

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

                                                             Years Ended December 31,
                                                                 2001         2000
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 52         $ 119
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                                   2,047        1,989
   Amortization of loan costs                                        95           98
   Casualty gain                                                    (87)          --
   Extraordinary loss on early extinguishment of debt               107           --
   Change in accounts:
      Receivables and deposits                                     (232)         140
      Other assets                                                   (8)         (20)
      Accounts payable                                              (33)         (24)
      Tenant security deposit liabilities                             8           (7)
      Accrued property taxes                                        (52)         (15)
      Other liabilities                                             (23)         (14)

          Net cash provided by operating activities               1,874        2,266

Cash flows from investing activities:
  Property improvements and replacements                           (901)        (981)
  Net (deposits to) withdrawals from restricted escrows            (162)          70
  Insurance proceeds received                                        96           --

          Net cash used in investing activities                    (967)        (911)

Cash flows from financing activities:
  Payments on mortgage notes payable                               (136)         (82)
  Repayment of mortgage notes payable                            (9,200)          --
  Proceeds from mortgage notes payable                           12,430           --
  Loan costs paid                                                  (441)         (16)
  Distributions to partners                                      (3,519)      (3,179)

          Net cash used in financing activities                    (866)      (3,277)
            activities

Net increase (decrease) in cash and cash equivalents                 41       (1,922)

Cash and cash equivalents at beginning of year                      871        2,793

Cash and cash equivalents at end of year                         $ 912        $ 871

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,592      $ 1,537

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        NATIONAL PROPERTY INVESTORS 7

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2001


Note A - Organization and Significant Accounting Policies

Organization:  National Property Investors 7 (the "Partnership" or "Registrant")
is a  California  limited  partnership  organized in October 1983 to acquire and
operate  residential  apartment  complexes.  The Partnership's  managing general
partner is NPI Equity  Investments,  Inc. ("NPI Equity" or the "Managing General
Partner"). NPI Equity was a wholly owned subsidiary of Insignia Properties Trust
("IPT").  On February 26, 1999,  IPT was merged into  Apartment  Investment  and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust.
The  directors  and  officers  of the  Managing  General  Partner  also serve as
executive  officers  of  AIMCO.  The  Partnership  Agreement  provides  that the
Partnership will terminate on December 31, 2008, unless terminated prior to such
date.  As of December  31,  2001,  the  Partnership  operates  five  residential
apartment complexes located throughout the southeastern United States.

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

Profits,  not including  gains from property  dispositions,  are allocated as if
they were distributions of net cash from operations.

Any gain from property  dispositions  attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property  over  the  Partnership's  adjusted  basis  in the  property  shall  be
allocated to each partner  having a negative  capital  account  balance,  to the
extent of such negative  balance.  The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent  amount of distributable net
proceeds and shall be  allocated  to the general  partner to the extent that the
general  partner  would have received  distributable  net proceeds in connection
therewith; the balance shall be allocated to the limited partners.  However, the
interest of the general partner will be equal to at least 1% of each gain at all
times during the existence of the Partnership.

All  losses,  including  losses  attributable  to  property  dispositions,   are
allocated 99% to the limited partners and 1% to the general partner.

Accordingly,  net income as shown in the statements of operations and changes in
partner's  (deficit)  capital for 2001 and 2000 was allocated 99% to the limited
partners and 1% to the general partner.  Net income per limited partnership unit
for each such year was  computed  as 99% of net income  divided by 60,517  units
outstanding.

Cash and Cash Equivalents: Cash and cash equivalents include 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  $815,000 at
December 31, 2001 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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

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 its rental
payments.

Restricted Escrows:

      Capital  Reserve:   At  the  time  of  the  refinancing  of  the  mortgage
      encumbering  Fairway  View II  Apartments,  approximately  $179,000 of the
      proceeds were designated for certain capital improvements. At December 31,
      2001, the escrow balance is unchanged at approximately $179,000.

      Replacement  Reserve:  A replacement  reserve  account is  maintained  for
      Patchen Place  Apartments and Southpoint  Apartments.  Each property has a
      required  monthly  payment  into its account to cover the costs of capital
      improvements and  replacements.  The balance of these accounts at December
      31, 2001, is approximately  $360,000 which includes  interest.  There were
      similar  replacement  reserve accounts  maintained for Fairway View II and
      Northwoods  I & II  Apartments.  Upon  the  refinancing  of the  mortgages
      encumbering  these two properties during the year ended December 31, 2001,
      the balance  remaining  in these  accounts was returned to the property by
      the mortgage lender.

Loan Costs: Loan costs of approximately $815,000, less accumulated  amortization
of approximately  $222,000, are included in other assets and are being amortized
over the lives of the related loans.

Investment Properties: Investment properties consist of five apartment complexes
and are  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. No
adjustments  for  impairment of value were recorded in the years ended  December
31, 2001 or 2000. See "Recent Accounting Pronouncements" below.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used 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.

Fair Value of Financial Instruments: 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 to maturity,  approximates  its carrying
balance.

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.

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.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $84,000 and  $102,000  for the years ended
December 31, 2001 and 2000, respectively, were charged to operating expense.

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 - Mortgage Notes Payable
<TABLE>
<CAPTION>

                        Principal     Monthly                              Principal
                       Balance At     Payment      Stated                   Balance
                      December 31,   Including    Interest    Maturity      Due At
Property                  2001        Interest      Rate        Date       Maturity
                            (in thousands)                              (in thousands)

<S>                      <C>            <C>         <C>       <C>   <C>      <C>
Fairway View II          $ 5,430        $ 42        7.03%     12/01/21       $   --
The Pines                  4,047          35        7.97%     01/01/20           --
Patchen Place (1)          3,000          18        7.33%     11/01/03        3,000
Northwoods I & II          6,960          55        7.06%     09/01/21           --
South Point (1)            4,600          28        7.33%     11/01/03        4,600
        Total            $24,037       $ 178                                $ 7,600
</TABLE>

(1)   The  mortgages  encumbering  Patchen  Place  Apartments  and  South  Point
      Apartments require interest-only payments.

The mortgage  notes  payable are  non-recourse  and are secured by pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment properties.  The notes require prepayment penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.

On December 13, 1999, the  Partnership  refinanced the mortgage  encumbering The
Pines  Apartments.   The  refinancing  replaced  indebtedness  of  approximately
$3,406,000 with a new mortgage in the amount of $4,225,000. The interest rate on
the new  mortgage is 7.97% as compared to 8.56% on the  previous  debt.  The new
loan  matures on  January  1, 2020,  requires  monthly  principal  and  interest
payments and is scheduled to be fully amortized at maturity.  Total  capitalized
loan costs were  approximately  $88,000 during the year ended December 31, 1999.
Additional  loan costs of  approximately  $16,000  and $8,000  were  capitalized
during the years ended December 31, 2000 and 2001, respectively.

On  August  31,  2001,  the  Partnership  refinanced  the  mortgage  encumbering
Northwoods  I and  II  Apartments.  The  refinancing  replaced  indebtedness  of
$5,000,000 with a new mortgage in the amount of $7,000,000. The interest rate on
the new mortgage is 7.06% as compared to 7.33% on the previous mortgage. The new
loan matures on  September  1, 2021,  requires  monthly  principal  and interest
payments and is scheduled to be fully amortized at maturity.  Total  capitalized
loan costs were approximately  $252,000 during the year ended December 31, 2001.
The Partnership  recognized an extraordinary loss on the early extinguishment of
debt of approximately $67,000 due to the write off of unamortized loan costs.

On November 30,  2001,  the  Partnership  refinanced  the  mortgage  encumbering
Fairway View II Apartments.  The refinancing replaced indebtedness of $4,200,000
with a new mortgage in the amount of  $5,430,000.  The interest  rate on the new
mortgage is 7.03% as compared to 7.33% on the  previous  mortgage.  The new loan
matures on December 1, 2021,  requires monthly  principal and interest  payments
and is scheduled to be fully amortized at maturity. In addition, the Partnership
was required to establish a repair  escrow of  approximately  $179,000  with the
lender for  certain  capital  replacements.  Total  capitalized  loan costs were
approximately  $181,000 during the year ended December 31, 2001. The Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately $40,000 due to the write off of unamortized loan costs.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2001 are as follows (in thousands):

                               2002             $   401
                               2003               8,032
                               2004                 464
                               2005                 499
                               2006                 537
                            Thereafter           14,104

                               Total            $24,037

Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly,  no provision for income taxes is made in the financial  statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

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

                                              2001         2000
Net income as reported                        $ 52         $ 119
Add (deduct):
  Depreciation differences                       84          (92)
  Other                                         (18)         (89)

Federal taxable income (loss)                 $ 118        $ (62)

Federal taxable income (loss) per
  limited partnership unit                   $ 1.93       $(1.02)


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

                                                 2001
Net liabilities as reported                    $(4,680)
Land and buildings                              (1,549)
Accumulated depreciation                        (6,857)
Syndication and distribution costs               3,555
Prepaid rent                                        20
Other                                              209

Net liabilities - Federal tax basis            $(9,302)

Note D - 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 services and as  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

The  following  payments  were  made to the  Managing  General  Partner  and its
affiliates during the years ended December 31, 2001 and 2000:

                                                         2001       2000
                                                         (in thousands)
Property management fees (included in operating
  expenses)                                              $379       $366
Reimbursement for services of affiliates
  (included in investment properties and operating
  and general and administrative expenses)                539        256
Non-accountable reimbursement (included in general
  and administrative expenses)                             91         91
Partnership management fee (included in general
  and administrative expenses)                             --         93
Loan costs (included in other assets)                     124         --

During the years ended  December 31, 2001 and 2000,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $379,000 and
$366,000 for the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $539,000 and
$256,000 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 Managing  General Partner of  approximately  $269,000 and
$7,000  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  properties and are being
depreciated over 15 years.

In connection with the refinancing of the mortgage loans encumbering  Northwoods
I and II and Fairway View  Apartments,  the  Partnership  paid  $124,000 in loan
costs to an affiliate  during the year ended  December  31,  2001.  No such loan
costs were paid in 2000.  These loan costs are  included in other assets and are
amortized as interest expense over the term of the loans.

For services relating to the  administration of the Partnership and operation of
Partnership  properties,  the  Managing  General  Partner is entitled to receive
payment for  non-accountable  expenses up to a maximum of $150,000 per year from
distributions from operations,  based upon the number of Partnership units sold,
subject  to  certain   limitations.   The  Managing   General  Partner  received
approximately  $91,000  in  such  reimbursements  for  both of the  years  ended
December 31, 2001 and 2000.

For managing the affairs of the Partnership, the Managing General Partner of the
Partnership  is entitled to receive a  partnership  management  fee.  The fee is
equal to 4% of the  Partnership's  adjusted cash from operations,  as defined in
the Partnership  Agreement,  in any year, provided that 50% of the fee shall not
be paid until the Partnership has distributed to the limited  partners  adjusted
cash from operations in such year which is equal to 5% of the limited  partners'
adjusted invested capital, as defined,  on a non-cumulative  basis. In addition,
50% of the fee shall not be paid until the  Partnership  has  distributed to the
limited partners adjusted cash from operations in such year which is equal to 8%
of the limited partners'  adjusted  invested capital on a non-cumulative  basis.
The fee shall be paid when adjusted cash from  operations is  distributed to the
limited partners.  The Managing General Partner was paid  approximately  $93,000
during the year ended  December  31, 2000 for such fees.  The  Managing  General
Partner was not entitled to receive a similar fee during the year ended December
31, 2001.

Upon the sale of the Partnership's properties, NPI Equity will be entitled to an
incentive  compensation  fee equal to a declining  percentage of the  difference
between the total amount distributed to limited partners and the appraised value
of their investment at February 1, 1992. The percentage amount to be realized by
NPI Equity,  if any,  will be  dependent  upon the year in which the property is
sold.  Payment of the incentive  compensation fee is subordinated to the receipt
by the limited partners, of: (a) distributions from capital transaction proceeds
of an amount equal to their appraised  investment in the Partnership at February
1, 1992; and (b) distributions from all sources (capital transactions as well as
cash  flow)  of an  amount  equal to six  percent  (6%)  per  annum  cumulative,
non-compounded,  on their present  appraised  investment in the  Partnership  at
February 1, 1992.

The Managing General Partner has extended to the Partnership a line of credit of
up to $500,000.  Loans under the line of credit will have a term of 365 days, be
unsecured  and bear  interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chase Manhattan Bank, N.A. The maturity date
of such  borrowing  will be  accelerated in the event of: (i) the removal of the
Managing  General  Partner  (whether  or  not  For  Cause);  (ii)  the  sale  or
refinancing of a property by the  Partnership;  or (iii) the  liquidation of the
Partnership. At the present time, the Partnership has no outstanding amounts due
under this line of credit.

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 Managing 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   currently  own  40,365.67   limited
partnership  units in the  Partnership  representing  66.70% of the  outstanding
units at December 31, 2001.  A number of these units were  acquired  pursuant to
tender offers made by affiliates of the Managing General Partner,  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
66.70% of the  outstanding  units,  AIMCO is in a position to influence all such
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,  DeForest Ventures II L.P., from whom AIMCO,
through its merger with Insignia,  acquired  25,399 Units (41.97% of the units),
had agreed for the benefit of non-tendering unit holders, that it would vote its
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 all other unit holders.  Except
for the foregoing, no other limitations are imposed on AIMCO's or its affiliates
right to vote each unit acquired.

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)

<S>                       <C>            <C>           <C>                <C>
Fairway View II           $ 5,430        $ 1,086       $ 8,788            $ 975
The Pines                   4,047            579         6,521             1,512
Patchen Place               3,000            706         6,409             2,120
Northwoods I & II           6,960            478         7,919             2,148
South Point                 4,600            859         7,686             1,054
Totals                    $24,037        $ 3,708       $37,323           $ 7,809
</TABLE>

<TABLE>
<CAPTION>

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

                            Buildings
                           And Related
                            Personal            Accumulated     Year of      Date    Depreciable
Description         Land    Property    Total   Depreciation  Construction Acquired  Life-Years
                                               (in thousands)
<S>                <C>       <C>       <C>        <C>             <C>        <C>       <C>
Fairway View II    $ 1,094   $ 9,755   $10,849    $ 6,417         1981       11/84     5-27.5
The Pines              584     8,028     8,612      5,791         1978       04/85     5-27.5
Patchen Place          714     8,521     9,235      6,765         1971       07/85     5-27.5
Northwoods I & II      483    10,062    10,545      6,580         1981       07/85     5-27.5
South Point            863     8,736     9,599      6,020         1980       03/86     5-27.5
Total              $ 3,738   $45,102   $48,840    $31,573
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                               Years Ended December 31,
                                                   2001         2000
                                                    (in thousands)
Investment Properties
Balance at beginning of year                     $47,996      $47,015
  Property improvements                              901          981
  Property dispositions from casualty                (57)          --
Balance at end of year                           $48,840      $47,996

Accumulated Depreciation
Balance at beginning of year                     $29,574      $27,585
  Additions charged to expense                     2,047        1,989
  Property dispositions from casualty                (48)          --
Balance at end of year                           $31,573      $29,574

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001 and 2000,  is  approximately  $47,291,000  and  $46,490,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2001 and 2000, is  approximately  $38,430,000  and  $36,467,000,
respectively.

Note F - Distributions

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $3,519,000  (approximately  $3,484,000  to the
limited partners or $57.57 per limited  partnership  unit) to its partners.  The
distributions consisted of approximately $1,133,000 (approximately $1,122,000 to
the  limited  partners  or $18.54  per  limited  partnership  unit) of cash from
operations and approximately $2,386,000 (approximately $2,362,000 to the limited
partners or $39.03 per limited  partnership  unit) of cash from the  refinancing
proceeds of Northwoods I and II and Fairway View II Apartments.  During the year
ended  December 31, 2000, the  Partnership  declared and paid  distributions  of
approximately  $3,179,000  (approximately  $3,147,000 to the limited partners or
$52.00 per limited  partnership  unit)  consisting of  approximately  $2,294,000
(approximately  $2,271,000  to  the  limited  partners  or  $37.53  per  limited
partnership   unit)  of  cash  from   operations  and   approximately   $885,000
(approximately   $876,000  to  the  limited   partners  or  $14.47  per  limited
partnership unit) of cash from the refinancing  proceeds of The Pines Apartments
and from previously undistributed refinancing proceeds in prior years.

At December 31, 2001 total undistributed refinancing proceeds were approximately
$242,000.

Note G - Casualty Gain

In June  2001,  Fairway  View II  Apartments  had wind and storm  damage  from a
tropical  storm which  affected 11 units.  Insurance  proceeds of  approximately
$96,000 were received  during the year ended December 31, 2001. The  Partnership
recognized a casualty gain of approximately  $87,000 for the year ended December
31, 2001 which represents the excess of the proceeds received as of December 31,
2001 over the write-off of the undepreciated destroyed assets.

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. (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.

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 Disclosure

            None.


                                    PART III

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

National  Property  Investors 7 (the  "Partnership" or the  "Registrant") has no
officers or directors.  The managing  general  partner of the Partnership is NPI
Equity Investments,  Inc. ("NPI Equity" or the "Managing General Partner").  The
present  executive  officers and directors of the Managing  General  Partner are
listed below:

         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 have 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 audit services of  approximately
$60,000  and  non-audit  services  (principally  tax-related)  of  approximately
$31,000.

Item 10.    Executive Compensation

Neither the director nor officers  received any  remuneration  from the Managing
General Partner during the year ended December 31, 2001.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below,  no person or entity was known by the  Partnership  to be
the beneficial  owners of more than 5% of the Limited  Partnership  Units of the
Partnership, as of December 31, 2001.

                                       Amount and Nature
        Name of Beneficial Owner      of Beneficial Owner     % of Class

        Insignia Properties, LP            25,399.00            41.97%
          (an affiliate of AIMCO)
        AIMCO Properties, LP               14,966.67            24.73%
          (an affiliate of AIMCO)

Insignia  Properties,  LP is indirectly  ultimately owned by AIMCO. Its business
address is 55 Beattie Place, Greenville, South Carolina 29602.

AIMCO Properties,  LP is indirectly ultimately controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 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 services and as  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

The following  payments were made to the Managing General Partner and affiliates
during the years ended December 31, 2001 and 2000:

                                                         2001       2000
                                                         (in thousands)

Property management fees                                 $379       $366
Reimbursement for services of affiliates                  539        256
Non-accountable reimbursement                              91         91
Partnership management fee                                 --         93
Loan costs                                                124         --

During the years ended  December 31, 2001 and 2000,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $379,000 and
$366,000 for the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $539,000 and
$256,000 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 Managing  General Partner of  approximately  $269,000 and
$7,000  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  properties and are being
depreciated over 15 years.

In connection with the refinancing of the mortgage loans encumbering  Northwoods
I and II and Fairway View  Apartments,  the  Partnership  paid  $124,000 in loan
costs to an affiliate  during the year ended  December  31,  2001.  No such loan
costs were paid in 2000.  These loan costs are  included in other assets and are
amortized as interest expense over the term of the loans.

For services relating to the  administration of the Partnership and operation of
Partnership  properties,  the  Managing  General  Partner is entitled to receive
payment for  non-accountable  expenses up to a maximum of $150,000 per year from
distributions from operations,  based upon the number of Partnership units sold,
subject  to  certain   limitations.   The  Managing   General  Partner  received
approximately  $91,000  in  such  reimbursements  for  both of the  years  ended
December 31, 2001 and 2000.

For managing the affairs of the Partnership, the Managing General Partner of the
Partnership  is entitled to receive a  partnership  management  fee.  The fee is
equal to 4% of the  Partnership's  adjusted cash from operations,  as defined in
the Partnership  Agreement,  in any year, provided that 50% of the fee shall not
be paid until the Partnership has distributed to the limited  partners  adjusted
cash from operations in such year which is equal to 5% of the limited  partners'
adjusted invested capital, as defined,  on a non-cumulative  basis. In addition,
50% of the fee shall not be paid until the  Partnership  has  distributed to the
limited partners adjusted cash from operations in such year which is equal to 8%
of the limited partners'  adjusted  invested capital on a non-cumulative  basis.
The fee shall be paid when adjusted cash from  operations is  distributed to the
limited partners.  The Managing General Partner was paid  approximately  $93,000
during the year ended  December  31, 2000 for such fees.  The  Managing  General
Partner was not entitled to receive a similar fee during the year ended December
31, 2001.

Upon the sale of the Partnership's properties, NPI Equity will be entitled to an
incentive  compensation  fee equal to a declining  percentage of the  difference
between the total amount distributed to limited partners and the appraised value
of their investment at February 1, 1992. The percentage amount to be realized by
NPI Equity,  if any,  will be  dependent  upon the year in which the property is
sold.  Payment of the incentive  compensation fee is subordinated to the receipt
by the limited partners, of: (a) distributions from capital transaction proceeds
of an amount equal to their appraised  investment in the Partnership at February
1, 1992; and (b) distributions from all sources (capital transactions as well as
cash  flow)  of an  amount  equal to six  percent  (6%)  per  annum  cumulative,
non-compounded,  on their present  appraised  investment in the  Partnership  at
February 1, 1992.

The Managing General Partner has extended to the Partnership a line of credit of
up to $500,000.  Loans under the line of credit will have a term of 365 days, be
unsecured  and bear  interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chase Manhattan Bank, N.A. The maturity date
of such  borrowing  will be  accelerated in the event of: (i) the removal of the
Managing  General  Partner  (whether  or  not  For  Cause);  (ii)  the  sale  or
refinancing of a property by the  Partnership;  or (iii) the  liquidation of the
Partnership. At the present time, the Partnership has no outstanding amounts due
under this line of credit.

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 Managing 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   currently  own  40,365.67   limited
partnership  units in the  Partnership  representing  66.70% of the  outstanding
units at December 31, 2001.  A number of these units were  acquired  pursuant to
tender offers made by affiliates of the Managing General Partner,  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
66.70% of the  outstanding  units,  AIMCO is in a position to influence all such
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,  DeForest Ventures II L.P., from whom AIMCO,
through its merger with Insignia,  acquired  25,399 Units (41.97% of the units),
had agreed for the benefit of non-tendering unit holders, that it would vote its
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 all other unit holders.  Except
for the foregoing, no other limitations are imposed on AIMCO's or its affiliates
right to vote each unit acquired.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            Exhibit  10.12,  Multifamily  Note dated  November 30, 2001,  by and
            between  National  Property   Investors  7,  a  California   Limited
            Partnership and GMAC Commercial Mortgage  Corporation,  a California
            corporation relating to Fairway View II Apartments.

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

            None.


<PAGE>


                                   SIGNATURES



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


                                    NATIONAL PROPERTY INVESTORS 7


                                    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:


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the date 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 Number    Description of Exhibit

 2.5              Master Indemnity Agreement dated as of August 17, 1995. (1)

 2.6              Agreement  and Plan of Merger,  dated as of October 1, 1998,
                  by and between AIMCO and IPT. (2)

 3.4              (a)   Agreement of Limited Partnership. (3)

                  (b)   Amendments to the Agreement of Limited Partnership. (4)

                  (c)   Amendments to the Agreement of Limited Partnership. (5)

                  (d)   Amendments to the Agreements of Limited Partnership. (6)

10.1              Purchase  Agreement  dated as of November 20,  1990,  by and
                  between the Managing  General Partner and the Prior Managing
                  General  Partner,  IRI  Properties  Capital Corp.  and RPMC,
                  incorporated   by   reference   to  Exhibit   10(a)  to  the
                  Registrant's  Current  Report on Form 8-K dated November 20,
                  1990. (7)

10.2              Amendments  to Purchase  Agreement  dated as of  November  20,
                  1990,  by and between  the  Managing  General  Partner and the
                  Prior Managing General Partner,  IRI Properties  Capital Corp.
                  and RPMC,  incorporated  by reference to Exhibit  10(a) to the
                  Registrant's Current Report on Form 8-K dated June
                  21, 1991. (8)

10.3              Property  Management  Agreement  dated June 21,  1991,  by and
                  between the  Registrant  and NPI  Management  incorporated  by
                  reference to Exhibit 10.4 to the Registrant's Annual Report on
                  Form 10-K for the year ended December 31, 1991. (7)

10.4              Multifamily  Note and Addendum,  dated January 4, 1994, made
                  by  the  Registrant  for  the  benefit  of  Hanover  Capital
                  Mortgage   Corporation,   as  it   pertains   to  The  Pines
                  Apartments. (8)

10.5              Multifamily Deed of Trust,  Assignment of Rents and Security
                  Agreement  and Rider,  dated  January 4, 1994,  between  the
                  Registrant and Hanover Capital Mortgage  Corporation,  as it
                  pertains to The Pines Apartments. (8)

10.6              Multifamily  Note  secured  by a  Mortgage  or Deed of Trust
                  dated November 1, 1996,  between National Property Investors
                  7 and Lehman Brothers Holdings,  Inc., d/b/a Lehman Capital,
                  a Division of Lehman  Brothers  Holdings  Inc.,  relating to
                  Northwoods Apartments. (9)

10.7              Multifamily  Note  secured  by a  Mortgage  or Deed of Trust
                  dated November 1, 1996,  between National Property Investors
                  7 and Lehman Brothers Holdings,  Inc., d/b/a Lehman Capital,
                  a Division of Lehman  Brothers  Holdings  Inc.,  relating to
                  South Point Apartments. (9)

10.8              Multifamily  Note  secured  by a  Mortgage  or Deed of Trust
                  dated November 1, 1996,  between National Property Investors
                  7 and Lehman Brothers Holdings,  Inc., d/b/a Lehman Capital,
                  a Division of Lehman  Brothers  Holdings  Inc.,  relating to
                  Patchen Place Apartments. (9)

10.9              Multifamily  Note  secured  by a  Mortgage  or Deed of Trust
                  dated November 1, 1996,  between National Property Investors
                  7 and Lehman Brothers Holdings,  Inc., d/b/a Lehman Capital,
                  a Division of Lehman  Brothers  Holdings  Inc.,  relating to
                  Fairway View II Apartments. (9)

10.10             Multifamily  Note dated  December  9, 1999,  by and  between
                  National   Property   Investors  7,  a  California   limited
                  partnership  and GMAC  Commercial  Mortgage  Corporation,  a
                  California corporation. (10)

10.11             Multifamily  Note  dated  August  31,  2001,  by  and  between
                  National   Property   Investors   7,  a   California   Limited
                  Partnership,  and  GMAC  Commercial  Mortgage  Corporation,  a
                  California   Corporation  relating  to  Northwoods  I  and  II
                  Apartments.  Incorporated  by  reference  to the  Registrant's
                  Quarterly   Report  on  Form  10-QSB  for  the  quarter  ended
                  September 30, 2001.

10.12             Multifamily  Note dated  November  30,  2001,  by and  between
                  National   Property   Investors   7,  a   California   Limited
                  Partnership  and  GMAC  Commercial  Mortgage  Corporation,   a
                  California corporation relating to Fairway View II Apartments.

16                Letter dated November 10, 1998, from the  Registrant's  former
                  independent  accountant  regarding  its  concurrence  with the
                  statements made by the  Registrant,  incorporated by reference
                  to Exhibit 16 filed with  Registrant's  Current Report on Form
                  8-K dated November 10, 1998.

-------------

(1)               Incorporated  by  reference to Exhibit 2.5 to Form 8-K filed
                  by Insignia with the Securities  and Exchange  Commission on
                  September 1, 1995.

(2)               Incorporated  by  reference  to  Exhibit  2.1 filed with the
                  Registrant's  Current  Report on Form 8-K dated  October  1,
                  1998.

(3)               Incorporated  by reference to Exhibit A to the Prospectus of
                  the  Registrant  dated  July  5,  1978,   contained  in  the
                  Registrant's  Registration  Statement on Form S-11 (Reg. No.
                  2-599991).

(4)               Incorporated by reference to the Definitive  Proxy Statement
                  of the Partnership dated July 2, 1981.

(5)               Incorporated  by reference to Definitive  Proxy statement of
                  the Partnership dated April 3, 1991.

(6)               Incorporated  by  reference,  to the  Statement  Furnished  in
                  Connection With the Solicitation of Consents of the Registrant
                  dated August 28, 1992.

(7)               Incorporated by reference to the Registrant's Annual Report on
                  Form 10-K for the year  ended  December  31,  1991.  Identical
                  agreements have been entered into for each of the Registrant's
                  properties.  The only difference in the agreements is that the
                  applicable property name has been inserted into the agreement.

(8)               Incorporated by reference to the Registrant's Annual Report on
                  Form 10-K for the period ended December 31, 1993.

(9)               Incorporated by reference to the Registrant's Annual Report on
                  Form 10-K for the period ended December 31, 1996.

(10)              Incorporated by reference to the Registrant's Annual Report on
                  Form 10-KSB for the period ended December 31, 1999.

<PAGE>
                                                       FHLMC Loan No. 002692473
                                                      Fairway View Apartments II

                                MULTIFAMILY NOTE
                     (MULTISTATE - REVISION DATE 11-01-2000)


US $5,430,000.00                                       As of November 30, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the principal sum of Five Million Four
Hundred Thirty Thousand and 00/100 Dollars (US $5,430,000.00),  with interest on
the unpaid  principal  balance at the annual rate of seven and three  hundredths
percent (7.03%).

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  and any other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security  Instrument.  "Event of Default" and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings given to such terms in the Security Instrument.

2. Address for Payment. All payments due under this Note shall be payable at 200
Witmer Road, Post Office Box 809, Horsham, Pennsylvania 19044, Attn: Servicing -
Account  Manager,  or such other place as may be designated by written notice to
Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of Forty Two  Thousand  One  Hundred  Ninety-Six  and 57/100  Dollars (US
$42,196.57),  shall be  payable  on the first  day of each  month  beginning  on
January 1, 2002,  until the entire unpaid  principal  balance  evidenced by this
Note is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on December 1, 2021 or on any earlier date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for thirty  (30) days or more,  or (b) any other  Event of Default  has
occurred and is continuing,  interest under this Note shall accrue on the unpaid
principal  balance from the earlier of the due date of the first unpaid  monthly
installment or the occurrence of such other Event of Default, as applicable,  at
a rate (the "Default  Rate") equal to the lesser of four (4)  percentage  points
above  the rate  stated  in the first  paragraph  of this  Note and the  maximum
interest rate which may be collected from Borrower under  applicable law. If the
unpaid  principal  balance and all accrued  interest are not paid in full on the
Maturity Date, the unpaid principal  balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.  Borrower also acknowledges
that its failure to make timely  payments will cause Lender to incur  additional
expenses in servicing and  processing the Loan,  that,  during the time that any
monthly  installment  under this Note is  delinquent  for more than  thirty (30)
days,  Lender will incur  additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other  obligations and to take advantage of other investment  opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly installment under this Note is delinquent for more than thirty (30) days
or any other Event of Default has occurred and is  continuing,  Lender's risk of
nonpayment of this Note will be  materially  increased and Lender is entitled to
be compensated for such increased risk. Borrower agrees that the increase in the
rate of interest  payable under this Note to the Default Rate  represents a fair
and reasonable estimate,  taking into account all circumstances  existing on the
date of this Note,  of the  additional  costs and expenses  Lender will incur by
reason of the  Borrower's  delinquent  payment and the  additional  compensation
Lender is entitled to receive for the increased  risks of nonpayment  associated
with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness  equal to zero percent (0%) of the unpaid principal  balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

            (1) If the  prepayment is made between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,
                  by
                  (B)   the excess (if any) of the Monthly Note Rate  over the
                        Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
            apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business Days before the Prepayment Date, on the 9.25%
            U.S. Treasury Security due February 1, 2016, as reported in The Wall
            Street Journal, expressed as a decimal calculated to five digits. In
            the event that no yield is published on the applicable  date for the
            Treasury Security used to determine the Assumed  Reinvestment  Rate,
            Lender,  in its discretion,  shall select the non-callable  Treasury
            Security  maturing  in  the  same  year  as  the  Treasury  Security
            specified  above with the lowest yield  published in The Wall Street
            Journal as of the applicable  date. If the publication of such yield
            rates in The Wall  Street  Journal is  discontinued  for any reason,
            Lender  shall select a security  with a comparable  rate and term to
            the Treasury  Security  used to determine  the Assumed  Reinvestment
            Rate.  The  selection  of an  alternate  security  pursuant  to this
            Paragraph shall be made in Lender's discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11.  Costs and  Expenses.  To the  fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal,  family, household or agricultural
purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

17. Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
             X       Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.


                       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


                                    NATIONAL PROPERTY INVESTORS 7, a California
                                    limited partnership

                                   By:   NPI Equity Investments, Inc., a Florida
                                         corporation, its general partner




                                          By:  ________________________________
                                              Patti K. Fielding
                                              Senior Vice President


                                  13-3230613
                                  Borrower's Social Security/Employer ID Number



<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS _____ DAY OF NOVEMBER, 2001.

GMAC COMMERCIAL MORTGAGE CORPORATION, a
   California corporation



By:  _______________________________
    Robert D. Falese, III
    Vice President


<PAGE>



                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE

The following  modifications are made to the text of the Note that precedes this
Exhibit:

1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2. Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.