8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 27, 2006

VMS NATIONAL PROPERTIES JOINT VENTURE

(Exact name of Registrant as specified in its charter)

            Illinois

  0-14194

  36-3311347

 (State or other jurisdiction

(Commission

     (I.R.S. Employer

 of incorporation or

File Number)

  Identification Number)

           organization)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

VMS National Properties Joint Venture, an Illinois joint venture (the “Registrant”), owns Chapelle Le Grande (“Chapelle”), a 105-unit apartment complex located in Merrillville, Indiana.  As previously reported, on December 12, 2006 the Registrant entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Financial Equity Associates, Ltd., an Illinois corporation (the “Purchaser”), to sell Chapelle to the Purchaser for a total sales price of $5,250,000.

On December 27, 2006 the Registrant and the Purchaser agreed to amend the Purchase Agreement (the “First Amended Purchase Agreement”).  The First Amended Purchase Agreement extended the feasibility period from December 27, 2006 until December 29, 2006.  On December 29, 2006 the Registrant and the Purchaser agreed to further amend the Purchase Agreement (the “Second Amended Purchase Agreement”).  The Second Amended Purchase Agreement extends the feasibility period from December 29, 2006 until January 4, 2007.    

Item 9.01

Financial Statements and Exhibits

(d)

Exhibit

10.10a

First Amendment to Purchase and Sale Contract between VMS National Properties Joint Venture, an Illinois joint venture, and Financial Equity Associates, Ltd., an Illinois corporation, dated December 27, 2006.

10.10b

Second Amendment to Purchase and Sale Contract between VMS National Properties Joint Venture, an Illinois joint venture, and Financial Equity Associates, Ltd., an Illinois corporation, dated December 29, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VMS National Properties Joint Venture

(an Illinois joint venture)

VMS National Residential Portfolio I

By:

MAERIL, Inc.

Managing General Partner

By:

/s/Stephen B. Waters

Stephen B. Waters

Vice President

 Date:  January 3, 2007

VMS National Residential Portfolio Ii

By:

MAERIL, Inc.

Managing General Partner

By:

/s/Stephen B. Waters

Stephen B. Waters

Vice President

 Date:  January 3, 2007

EX-1

Exhibit 10.10a

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "First Amendment") is made as of the 27^th day of December, 2006 (the "First Amendment Date"), by and between VMS NATIONAL PROPERTIES JOINT VENTURE, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and FINANCIAL EQUITY ASSOCIATES, LTD., an Illinois corporation , having a principal address at 3330 Dundee Rd., Ste. S-3, Northbrook, IL 60062 ("Purchaser").

RECITALS:

WHEREAS, Seller and Purchaser are parties to a Purchase and Sale Contract dated as of December 12, 2006 (the "Contract"), for the real property identified therein;

WHEREAS, Purchaser and Seller desire to amend the Contract on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Contract and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

AGREEMENT:

1.

Extension of Feasibility Period.  The Feasibility Period as set forth in Section 3.1 of the Contract is hereby extended to December 29, 2006.

2.

Miscellaneous.  The following provisions shall apply with respect to this First Amendment:

(a)

Except as modified herein, the Contract is in full force and effect and is hereby ratified by Purchaser and Seller.

(b)

Capitalized terms not defined herein shall have the same meaning as set forth in the Contract.

(c)

In the event of any conflict between the Contract and this First Amendment, the terms and conditions of this First Amendment shall control.

(d)

This First Amendment may be executed in counterparts, each of which (or any combination of which) when signed by all of the parties shall be deemed an original, but all of which when taken together shall constitute one agreement.  Executed copies hereof may be delivered by telecopier and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be promptly delivered thereafter.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the First Amendment Date.

SELLER:

VMS NATIONAL PROPERTIES JOINT VENTURE

By:

VMS NATIONAL RESIDENTIAL

PORTFOLIO I

By:

MAERIL, INC.,

its Managing General Partner

By: /s/Brian J. Bornhorst

Name:

Brian J. Bornhorst

Title: Vice President

and

By:

VMS NATIONAL RESIDENTIAL

PORTFOLIO II

By:

MAERIL, INC.,

its Managing General Partner

By: /s/Brian J. Bornhorst

Name:

Brian J. Bornhorst

Title: Vice President

PURCHASER:

FINANCIAL EQUITY ASSOCIATES, LTD.,

an Illinois corporation

By:

/s/John H. Cox

Name:  John H. Cox

Title:

President

EX-2

Exhibit 10.10b

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Second Amendment") is made as of the 29^th day of December, 2006 (the "Second Amendment Date"), by and between VMS NATIONAL PROPERTIES JOINT VENTURE, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and FINANCIAL EQUITY ASSOCIATES, LTD., an Illinois corporation , having a principal address at 3330 Dundee Rd., Ste. S-3, Northbrook, IL 60062 ("Purchaser").

RECITALS:

WHEREAS, Seller and Purchaser are parties to a Purchase and Sale Contract dated as of December 12, 2006, as amended by that certain First Amendment to Purchase and Sale Contract dated as of December 27, 2006 (the "Contract"), for the real property identified therein;

WHEREAS, Purchaser and Seller desire to amend the Contract on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Contract and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

AGREEMENT:

1.

Extension of Feasibility Period.  The Feasibility Period as set forth in Section 3.1 of the Contract is hereby extended to January 4, 2007.

2.

Miscellaneous.  The following provisions shall apply with respect to this Second Amendment:

(a)

Except as modified herein, the Contract is in full force and effect and is hereby ratified by Purchaser and Seller.

(b)

Capitalized terms not defined herein shall have the same meaning as set forth in the Contract.

(c)

In the event of any conflict between the Contract and this Second Amendment, the terms and conditions of this Second Amendment shall control.

(d)

This Second Amendment may be executed in counterparts, each of which (or any combination of which) when signed by all of the parties shall be deemed an original, but all of which when taken together shall constitute one agreement.  Executed copies hereof may be delivered by telecopier and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be promptly delivered thereafter.

-1-

SECOND AMENDMENT TO CONTRACT

CHAPELLE LE GRANDE APARTMENTS

8358\973\1023360.1

[signature page follows]

-2-

SECOND AMENDMENT TO CONTRACT

CHAPELLE LE GRANDE APARTMENTS

8358\973\1023360.1

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the Second Amendment Date.

SELLER:

VMS NATIONAL PROPERTIES JOINT VENTURE

By:

VMS NATIONAL RESIDENTIAL

PORTFOLIO I

By:

MAERIL, INC.,

its Managing General Partner

By: /s/Brian J. Bornhorst

Name:

Brian J. Bornhorst

Title: Vice President

and

By:

VMS NATIONAL RESIDENTIAL

PORTFOLIO II

By:

MAERIL, INC.,

its Managing General Partner

By: /s/Brian J. Bornhorst

Name:

Brian J. Bornhorst

Title: Vice President

PURCHASER:

FINANCIAL EQUITY ASSOCIATES, LTD.,

an Illinois corporation

By:

/s/John H. Cox

Name:

John H. Cox

Title:

President

SIGNATURE PAGES

SECOND AMENDMENT TO CONTRACT

CHAPELLE LE GRANDE APARTMENTS

8358\973\1023360.1