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) January 18, 2007

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 Terrace Gardens Townhouses (“Terrace Gardens”), a 126-unit apartment complex located in Omaha, Nebraska. As previously reported, on December 4, 2006, the Registrant and two other partnerships, which are affiliated with the Registrant’s managing general partner, (together the “Selling Partnerships”) that own three apartment complexes (together the “Properties” and individually a “Property”) with an aggregate of 642 units entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Northview Realty Group, Inc., a Canadian corporation (the “Purchaser”), to sell the Properties to the Purchaser for a total sales price of $29,100,000, of which $7,200,000 represents the portion of the sales price allocated to Terrace Gardens.

On January 18, 2007 the Registrant and the Purchaser agreed to amend the Purchase Agreement (the “First Amended Purchase Agreement”).  The First Amended Purchase Agreement extends the feasibility period from January 18, 2007 to January 31, 2007.  The Purchaser delivered an additional deposit of $100,000 in conjunction with the extension of the feasibility period of which approximately $24,700 is allocated to the Registrant.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibit

10.8a

First Amendment to Purchase and Sale Contract between VMS National Properties Joint Venture, an Illinois joint venture, and the affiliated Selling Partnerships, and Northview Realty Group, Inc., a Canadian corporation, dated January 18, 2007.

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 24, 2007

VMS National Residential Portfolio II

By:

MAERIL, Inc.

Managing General Partner

By:

/s/Stephen B. Waters

Stephen B. Waters

Vice President

 Date:  January 24, 2007

EX-1

Exhibit 10.8a

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "First Amendment") is made as of the 18^th day of January, 2007 (the "First Amendment Date"), by and between CONSOLIDATED CAPITAL PROPERTIES IV, a California limited partnership ("CCP IV"), APARTMENT ASSOCIATES, LTD., a Texas limited partnership ("AA") and VMS NATIONAL PROPERTIES JOINT VENTURE ("VMS"), all having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (CCP IV, AA and VMS are individually a "Seller" and collectively "Sellers"), and NORTHVIEW REALTY GROUP, INC., a Canadian corporation, having a principal address at 550 Sherbrooke, Suite 1480, Montreal, QC, Canada H3A 1B9 ("Purchaser").

RECITALS:

WHEREAS, Sellers and Purchaser are parties to a Purchase and Sale Contract dated as of December 4, 2006 (the "Contract"), for the real property identified therein;

WHEREAS, Purchaser and Sellers 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, Sellers 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 31, 2007.

2.

Initial Deposit.  In exchange for the extension of the Feasibility Period in Section 1 of this First Amendment, Purchaser agrees, on the First Amendment Date, to deliver an additional $100,000 to the Escrow Agent by wire transfer of immediately available funds, which amount shall be added to and become a part of the Initial Deposit for all purposes under the Contract.  The increased Initial Deposit shall be allocated among the Sellers of the Properties pursuant to the Applicable Share attributable to each of their respective Properties.

3.

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 Sellers.

(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 or electronic mail and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be promptly delivered thereafter.

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

SELLERS:

CONSOLIDATED CAPITAL PROPERTIES IV,

a California limited partnership

By:

ConCap Equities, Inc.,

a Delaware corporation,

its General Partner

By: /s/Kristian D. Vercauteren

Name: Kristian D. Vercauteren

Title Vice President

APARTMENT ASSOCIATES, LTD.,

a Texas limited partnership

By:

CCP/IV Apartments GP, L.L.C.,

a South Carolina limited liability company,

Its General Partner

By:

Consolidated Capital

Properties IV,

a California limited partnership,

its Manager

By:

ConCap Equities, Inc.,

a Delaware corporation,

its General Partner

By: /s/Kristian D. Vercauteren

Name: Kristian D. Vercauteren

Title Vice President

[Additional Seller signature continues on next page]

[Additional Seller signature to First Amendment to Purchase and Sale Agreement]

VMS NATIONAL PROPERTIES JOINT VENTURE

By:

VMS NATIONAL RESIDENTIAL PORTFOLIO I

By:

MAERIL, INC.,

its Managing General Partner

By: /s/Kristian D. Vercauteren

Name: Kristian D. Vercauteren

Title Vice President

and

By:

VMS NATIONAL RESIDENTIAL PORTFOLIO II

By:

MAERIL, INC.,

its Managing General Partner

By: /s/Kristian D. Vercauteren

Name: Kristian D. Vercauteren

Title Vice President

[Purchaser's signature continues on next page]

[Purchaser's signature to First Amendment to Purchase and Sale Agreement]

PURCHASER:

NORTHVIEW REALTY GROUP, INC.,

a Canadian corporation

By:      /s/Doug Reim

Name: Doug Reim

Title:    Principal