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. 4)

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


                     JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
                           (Name of Subject Company)

                        MADISON 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
                                200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 878-8000

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       AMENDMENT NO. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 4 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 December
19, 1997 (the "Schedule 14D-1") by Madison 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. 4 to the Statement on Schedule 13D of the Purchaser, IPLP, IPT,
Insignia and Andrew L. Farkas, originally filed with the Commission on
December 4, 1995, as amended by Amendment No. 1 filed with the Commission on
October 16, 1996, Amendment No. 2 filed with the Commission on April 25, 1997 
and Amendment No. 3 filed with the Commission on December 19, 1997 (and together
with the Schedule 14D-1, the "Schedules"). The Schedules relate to the tender
offer of the Purchaser to purchase up to 39,000 of the outstanding units of
limited partnership interest (the "Units") of Johnstown/Consolidated Income
Partners at a purchase price of $68 per Unit, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated December 19, 1997 (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.

         The following Items of the Schedule 14D-1 are hereby supplemented
and/or amended as follows:

ITEM 2.  IDENTITY AND BACKGROUND.

         The first sentence of the eighth paragraph in Section 11 ("Certain
Information Concerning the Purchaser, IPLP, IPT and Insignia") of the Offer to
Purchase is hereby amended and restated in its entirety as follows:

                  "The principal executive offices of IPT and IPLP are located
                  at One Insignia Financial Plaza, P.O. Box 19059, Greenville,
                  South Carolina 29602, and the telephone number of each is
                  (864) 239-1300."

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

         Sub-items (a), (b), (c) and (e) are hereby amended and restated in
their entirety as follows:

         "(a) The Purchaser has no plans with respect to an extraordinary
corporate transaction of the Partnership. The information set forth in the
Offer to Purchase under "Introduction" and in Section 8 ("Future Plans of
Insignia, IPT and the Purchaser") is incorporated herein by reference.

         (b),(e) The information set forth in the Offer to Purchase under
"Introduction" and in Section 8 ("Future Plans of Insignia, IPT and the
Purchaser") is incorporated herein by reference.

         (c)  Not applicable."

ITEM 6.   INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

         Sub-items (a) and (b) are hereby amended and restated in their
entirety as follows:

         "(a) The information set forth in the Offer to Purchase under
"Introduction," in Section 11 ("Certain Information Concerning the Purchaser,
IPLP, IPT and Insignia") is incorporated herein by reference. IPLP currently
owns 11,632 (or approximately 9.0%) of the outstanding Units.

         (b)  None."





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ITEM 10.  ADDITIONAL INFORMATION.


         (f) The first sentence of Section 5 ("Extension of Tender Period;
Termination; Amendment") of the Offer to Purchase is hereby amended and
restated in its entirety as follows:

                  "The Purchaser (which is an affiliate of the General Partner)
                  expressly reserves the right, in its sole discretion, at any
                  time and from time to time (i) to extend the period of time
                  during which the Offer is open and thereby delay acceptance
                  for payment of, and the payment for, validly tendered Units,
                  (ii) to terminate the Offer if any condition referred to in
                  Section 14 has not been satisfied or upon the occurrence of
                  any event specified in Section 14, and (iii) to amend the
                  Offer in any respect (including, without limitation, by
                  increasing the consideration offered, increasing or
                  decreasing the number of Units being sought, or both)."

         The first paragraph of Section 9 ("Certain Information Concerning the
Partnership") of the Offer to Purchase is hereby amended by deleting the second
sentence, which contains the Purchaser's disclaimer as to financial
information.

         Finally, the second paragraph of Section 13 ("Background of the
Offer") is hereby supplemented by inserting the following at the end of the
paragraph:

                  "The Purchaser's determination of the Purchase Price was
                  based on its review and analysis of the foregoing
                  information, the other financial information and analyses
                  concerning the Partnership summarized below. In determining
                  the Purchase Price, the Purchaser did not rely upon any
                  material, non-public information concerning the Partnership
                  not summarized below or elsewhere in this Offer to Purchase."



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                                   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:  January 15, 1998


                                   MADISON 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. 4 TO THE
                                   STATEMENT ON SCHEDULE 13D


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



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