SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                SCHEDULE 14D-1/A
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)

                                      AND

                                 SCHEDULE 13D/A
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 7)

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


                   SHELTER PROPERTIES IV LIMITED PARTNERSHIP
                           (Name of Subject Company)

                        COOPER RIVER PROPERTIES, L.L.C.
                           INSIGNIA PROPERTIES, L.P.
                           INSIGNIA PROPERTIES TRUST
                         INSIGNIA FINANCIAL GROUP, INC.
                                   (Bidders)

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

                                      NONE
                     (Cusip Number of Class of Securities)

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


                                JEFFREY P. COHEN
                             SENIOR VICE PRESIDENT
                         INSIGNIA FINANCIAL GROUP, INC.
                                375 PARK AVENUE
                                   SUITE 3401
                            NEW YORK, NEW YORK 10152
                                 (212) 750-6070
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)

                                    COPY TO:

                              JOHN A. HEALY, ESQ.
                               ROGERS & WELLS LLP
                                200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 878-8000

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












       AMENDMENT NO. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 7 TO SCHEDULE 13D

       This Amendment No. 1, which amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on July 21,
1998 (the "Schedule 14D-1") by Cooper River Properties, L.L.C. (the
"Purchaser"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust
("IPT") and Insignia Financial Group, Inc. ("Insignia"), also constitutes
Amendment No. 7 to the Statement on Schedule 13D of the Purchaser, IPLP, IPT,
Insignia and Andrew L. Farkas, originally filed with the Commission on May 30,
1995, as amended by Amendment No. 1 filed with the Commission on June 14, 1995,
Amendment No. 2 filed with the Commission on June 21, 1995, Amendment No. 3
filed with the Commission on July 3, 1995, Amendment No. 4 filed with the
Commission on November 27, 1995, Amendment No. 5 filed with the Commission on
June 23, 1997 and Amendment No. 6 filed with the Commission on July 21, 1998
(and together with the Schedule 14D-1, the "Schedules"). The Schedules relate
to the tender offer of the Purchaser to purchase up to 20,000 of the
outstanding units of limited partnership interest (the "Units") of Shelter
Properties IV Limited Partnership at a purchase price of $500 per Unit, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated July 21, 1998 (the "Offer to Purchase") and the
related Assignment of Partnership Interest (which, together with any
supplements or amendments, collectively constitute the "Offer"). Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Offer to Purchase and the Schedule 14D-1.


ITEM 10. ADDITIONAL INFORMATION.

       (f) On July 30, 1998, certain entities claiming to own limited
partnership interests in certain limited partnerships (including the
Partnership) whose general partners are affiliates of Insignia, IPT and the
Purchaser (the "Affiliated General Partners") filed a complaint in the Superior
Court of the State of California, County of Los Angeles (the "Los Angeles
Complaint") against Insignia, the Subject Partnerships (defined below), the
Affiliated General Partners (including the General Partner) and additional
entities affiliated with several of the defendants. The action involves 44 real
estate limited partnerships (each named as a defendant) in which the plaintiffs
allegedly own interests and which Insignia affiliates allegedly manage or
control (the "Subject Partnerships"). Plaintiffs allege that they have
requested from, but have been denied by each of the Subject Partnerships, lists
of their respective limited partners for the purpose of making tender offers to
purchase up to 4.9% of the units of limited partnership interest in each of the
Subject Partnerships. The Los Angeles Complaint also alleges that certain of
the defendants made tender offers to purchase units of limited partnership
interest in many of the Subject Partnerships, with the alleged result that
plaintiffs have been deprived of the benefits they would have realized from
ownership of the additional units. The plaintiffs assert eleven causes of
action, including breach of contract, unfair business practices, and violations
of the partnership statutes of the states in which the Subject Partnerships are
organized. Plaintiffs seek compensatory, punitive and treble damages. Insignia
was only recently served with the Los Angeles Complaint and has not yet
responded to it. Insignia believes the claims to be without merit and intends
to defend the action vigorously.

       The Offer has been extended to 5:00 p.m., New York time, on Friday,
August 21, 1998. On August 18, 1998, the Purchaser issued a press release
announcing such extension and reporting that approximately 4,055 Units had been
tendered pursuant to the Offer to date. A copy of the press release has been
filed as Exhibit (a)(5) to this Amendment No. 7 and is incorporated herein by
reference in its entirety.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

       (a)(5) Text of press release issued by the Purchaser on August 18, 1998.




                                       2





                                   SIGNATURE


       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:  August 18, 1998


                                   COOPER RIVER PROPERTIES, L.L.C.


                                   By:    /s/ JEFFREY P. COHEN
                                   -----------------------------------------
                                         Jeffrey P. Cohen
                                         Manager



                                   INSIGNIA PROPERTIES, L.P.

                                   By:   Insignia Properties Trust,
                                         its General Partner


                                   By:    /s/ JEFFREY P. COHEN
                                   -----------------------------------------
                                         Jeffrey P. Cohen
                                         Senior Vice President



                                   INSIGNIA PROPERTIES TRUST


                                   By:    /s/ JEFFREY P. COHEN
                                   -----------------------------------------
                                         Jeffrey P. Cohen
                                         Senior Vice President



                                   INSIGNIA FINANCIAL GROUP, INC.


                                   By:    /s/ FRANK M. GARRISON
                                   -----------------------------------------
                                         Frank M. Garrison
                                         Executive Managing Director



                                   SOLELY FOR PURPOSES OF, AND INSOFAR AS THIS
                                   FILING CONSTITUTES, AMENDMENT NO. 7 TO THE
                                   STATEMENT ON SCHEDULE 13D


                                   /s/  ANDREW L. FARKAS
                                   -----------------------------------------
                                   By:   Jeffrey P. Cohen, Attorney-in-Fact



                                       3




                                 EXHIBIT INDEX



EXHIBIT NO.                       DESCRIPTION
- -----------                       -----------
  (a)(5)      Text of press release issued by the Purchaser on August 18, 1998.







                                       4

EX-99.(A)(5)

                                                                 EXHIBIT (A)(5)

COOPER RIVER PROPERTIES, L.L.C.
P.O. Box 19059
Greenville, SC 29602

CONTACT:       Edward McCarthy of Beacon Hill Partners, Inc.
               (212) 843-8500


FOR IMMEDIATE RELEASE


                           COOPER RIVER ANNOUNCEMENT

       GREENVILLE, SOUTH CAROLINA, August 18, 1998--Cooper River Properties,
L.L.C. today announced that it has extended the expiration date of its
outstanding tender offers for limited partnership interests in Shelter
Properties I Limited Partnership, Shelter Properties II Limited Partnership,
Shelter Properties IV Limited Partnership, Shelter Properties V Limited
Partnership, Shelter Properties VI Limited Partnership and Shelter Properties
VII Limited Partnership. The expiration date for each tender offer has been
extended to 5:00 p.m., New York time, on Friday, August 21, 1998. The offers
were previously scheduled to expire at 12:00 midnight on Monday, August 17,
1998.

       Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on August 17, 1998,
approximately 1,007 interests had been tendered pursuant to the Shelter
Properties I offer, approximately 1,724 interests had been tendered pursuant to
the Shelter Properties II offer, approximately 4,055 interests had been
tendered pursuant to the Shelter Properties IV offer, approximately 2,583
interests had been tendered pursuant to the Shelter Properties V offer,
approximately 2,903 interests had been tendered pursuant to the Shelter
Properties VI offer and approximately 1,430 interests had been tendered
pursuant to the Shelter Properties VII offer.

       For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offers.


                                     # # #