SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                 Amendment No. 1
                                       to
                                   SCHEDULE TO

         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                               -------------------

                          NATIONAL PROPERTY INVESTORS 4
                            (Name of Subject Company)

     MPF-NY 2007; MPF Badger Acquisition Co., LLC; MP Falcon Fund, LLC; MPF
Flagship Fund 12, LLC; MPF Income Fund 24, LLC; MPF ePlanning Opportunity Fund,
 LP; MPF DeWaay Fund 6, LLC; MPF Special Fund 8, LLC; MPF Flagship Fund 9, LLC;
MPF DeWaay Fund 5, LLC; MPF DeWaay Premier Fund 3, LLC; MPF DeWaay Premier Fund
      4, LLC; MPF Flagship Fund 13, LLC AND MACKENZIE PATTERSON FULLER, LP
                                   (Bidders)

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                 None or unknown
                      (CUSIP Number of Class of Securities)
                             -----------------------
                                                  Copy to:
Christine Simpson                                 Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP                    MacKenzie Patterson Fuller, LP
1640 School Street                                1640 School Street
Moraga, California  94556                         Moraga, California  94556
(925) 631-9100 ext.224                            (925) 631-9100 ext. 206

                     (Name, Address, and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

         Transaction                                            Amount of
         Valuation*                                             Filing Fee

         $3,000,250                                             $92.11

 *       For purposes of calculating the filing fee only.  Assumes the purchase
         of 12,000 Units at a purchase price equal to $250 per Unit in cash.

[X]      Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

         Amount Previously Paid:  $ 92.11
         Form or Registration Number: SC TO-T
         Filing Party: MacKenzie Patterson Fuller, LP
         Date Filed: SEPTEMBER 27, 2007

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]






                         FINAL AMENDMENT TO TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2007; MPF Badger Acquisition Co., LLC; MP Falcon Fund, LLC; MPF Flagship
Fund 12, LLC; MPF Income Fund 24, LLC; MPF ePlanning Opportunity Fund, LP; MPF
DeWaay Fund 6, LLC; MPF Special Fund 8, LLC; MPF Flagship Fund 9, LLC; MPF
DeWaay Fund 5, LLC; MPF DeWaay Premier Fund 3, LLC; MPF DeWaay Premier Fund 4,
LLC; MPF Flagship Fund 13, LLC (collectively the "Purchasers") to purchase
12,000 Units of limited partnership interest (the "Units") in National Property
Investors 4 (the "Partnership"), the subject company, at a purchase price equal
to $250 per Unit, less the amount of any distributions declared or made with
respect to the Units between September 27, 2007 (the "Offer Date") and November
9, 2007 (the "Expiration Date"), upon the terms and subject to the conditions
set forth in the Offer to Purchase dated September 27, 2007 (the "Offer to
Purchase") and the related Letter of Transmittal.

The Offer resulted in the tender by unitholders, and acceptance for payment by
the Purchasers, of a total of 161 Units. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 167 Units, or approximately 0.03%
of the total outstanding Units. These shares were allocated among the Purchasers
as follows:

MPF-NY 2007:  16 Units
MPF Flagship Fund 12: 145 Units

                                   SIGNATURES


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:   November 26, 2007

MPF-NY 2007; MPF Badger Acquisition Co., LLC; MP Falcon Fund, LLC; MPF Flagship
Fund 12, LLC; MPF Income Fund 24, LLC; MPF ePlanning Opportunity Fund, LP; MPF
DeWaay Fund 6, LLC; MPF Special Fund 8, LLC; MPF Flagship Fund 9, LLC; MPF
DeWaay Fund 5, LLC; MPF DeWaay Premier Fund 3, LLC; MPF DeWaay Premier Fund 4,
LLC; MPF Flagship Fund 13, LLC

By:      /s/ Chip Patterson
         ---------------------------------
         Chip Patterson, Senior Vice President of Manager or
         General Partner of each filing person

MACKENZIE PATTERSON FULLER, LP

By:      /s/ Chip Patterson
         ---------------------------------
         Chip Patterson, Senior Vice President