UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark one)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2008~~2009

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period _________to_________

Commission file number 0-10884

SHELTER PROPERTIES IV

(Exact name of registrant as specified in its charter)

South Carolina	57-0721760
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

55 Beattie Place, P.O. Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

Registrant's telephone number, including area code (864) 239-1000

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes [X] No [ ]~~

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £

Accelerated filer £

Non-accelerated filer £(Do not check if a

smaller reporting company)

Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked ~~prices~~price of such partnership interests as of the last business day of the registrant’s most recently completed second fiscal quarter. No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for ~~tenants~~residents in such markets; insurance risk, including the cost of insurance; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the ~~section entitled “Risk Factors” described in Item 1A of this Annual Report and the~~ other documents the ~~Partnership~~ Partnership files from time to time with the Securities and Exchange Commission.

PART I

Item 1. Business

Shelter Properties IV (the "Partnership" or "Registrant") was organized as a limited partnership under the laws of the State of South Carolina on August 21, 1981. The general partner responsible for management of the Partnership's business is Shelter Realty IV Corporation, a South Carolina corporation (the "Corporate General Partner"). The Corporate General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The other general partner is AIMCO Properties, L.P., an affiliate of the Corporate General Partner and AIMCO. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2022 unless terminated prior to such date.

Commencing June 8, 1982, the Partnership offered pursuant to a Registration Statement filed with the Securities and Exchange Commission up to 49,900 Units of Limited Partnership Interest (the "Units") at a purchase price of $1,000 per Unit with a minimum purchase of 5 Units ($5,000) or 2 Units ($2,000) for an Individual Retirement Account. An additional 100 Units were purchased by the Corporate General Partner.

The offering terminated on December 15, 1982. Upon termination of the offering, the Partnership had accepted subscriptions for 50,000 Units, including 100 Units purchased by the Corporate General Partner, for an aggregate of $50,000,000. The Partnership invested approximately $38,000,000 of such proceeds in five existing apartment properties. Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions.

The Partnership is engaged in the business of operating and holding real estate properties for investment. In 1982 and 1983, during its acquisition phase, the Partnership acquired five existing apartment properties. The Partnership continues to own and operate one investment property.

The Partnership has no employees. Management and administrative services are performed by the Corporate General Partner and by agents retained by the Corporate General Partner. An affiliate of the Corporate General Partner has been providing such property management services.

A further description of the Partnership's business is included in "Item 1A7. ~~Risk~~Management's ~~Factors~~Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

The risk factors noted in this section and other factors noted throughout this Annual Report describe certain risks and uncertainties that could cause the Partnership’s actual results to differ materially from those contained in any forward-looking statement.

The Partnership’s existing and future debt financing could render it unable to operate, result in foreclosure on its property, prevent it from making distributions on its equity or otherwise adversely affect its liquidity.

The Partnership is subject to the risk that its cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If the Partnership fails to make required payments of principal and interest on secured debt, its lender could foreclose on the property securing such debt, which would result in loss of income and asset value to the Partnership. Payments of principal and interest may leave the Partnership with insufficient cash resources to operate its property or pay distributions.

Disruptions in the financial markets could affect the Partnership’s ability to obtain financing and the cost of available financing and could adversely affect the Partnership’s liquidity.

The Partnership’s ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets and the level of involvement of certain government sponsored entities, specifically, Federal Home Loan Mortgage Corporation, or Freddie Mac, and Federal National Mortgage Association, or Fannie Mae, in secondary credit markets. Recently the United States credit markets have experienced significant liquidity disruptions, which have caused the spreads on debt financings to widen considerably and have made obtaining financing more difficult. Further or prolonged disruptions in the credit markets could result in Freddie Mac or Fannie Mae reducing their level of involvement in secondary credit markets which would adversely affect the Partnership’s ability to obtain non-recourse property debt financing.

Failure to generate sufficient net operating income may limit the Partnership’s ability to fund necessary capital expenditures or the Partnership’s ability to repay advances from affiliates.

The Partnership’s ability to fund necessary capital expenditures on its property depends on its ability to generate net operating income in excess of required debt payments. If the Partnership is unable to fund capital expenditures on its property, the Partnership may not be able to preserve the competitiveness of its property, which could adversely affect the Partnership’s net operating income.

The Partnership’s ability to repay advances from affiliates depends on its ability to generate net operating income in excess of required debt payments and capital expenditure requirements. Net operating income and liquidity may be adversely affected by events or conditions beyond the Partnership’s control, including:

the general economic climate;

competition from other apartment communities and other housing options;

local conditions, such as loss of jobs or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates;

changes in governmental regulations and the related cost of compliance;

increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents;

changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; and

changes in interest rates and the availability of financing.

Competition could limit the Partnership’s ability to lease apartments or increase or maintain rents.

The Partnership’s apartment property competes for residents with other housing alternatives, including other rental apartments, condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing in a particular area could adversely affect the Partnership’s ability to lease apartments and to increase or maintain rental rates. The current challenges in the credit and housing markets have increased housing inventory that competes with the Partnership’s property.

Laws benefiting disabled persons may result in the Partnership’s incurrence of unanticipated expenses.

Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990, to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to the Partnership’s property, or affect renovations of the property. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although the Partnership believes that its property is substantially in compliance with present requirements, the Partnership may incur unanticipated expenses to comply with the ADA and the FHAA in connection with the ongoing operation of its property.

Potential liability or other expenditures associated with potential environmental contamination may be costly.

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

Moisture infiltration and resulting mold remediation may be costly.

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Corporate General Partner have implemented policies, procedures, third-party audits and training and the Corporate General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Corporate General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

Item 2. Property

The following table sets forth the Partnership's investment in property:

	Date of
Property	Purchase	Type of Ownership	Use

Baymeadows Apartments	9/30/82	Fee ownership subject	Apartment
Jacksonville, Florida		to first mortgage	904 units

Schedule of Property

Set forth below for the Partnership's property is the gross carrying value, accumulated depreciation, depreciable life, method of depreciation and Federal tax basis.

	Gross
	Carrying	Accumulated	Depreciable	Method of	Federal
Property	Value	Depreciation	Life	Depreciation	Tax Basis
	(in thousands)				(in thousands)
Baymeadows Apartments
Baymeadows
Apartments	$85,~~189~~808	$4754,~~617~~720	5-36 yrs	S/L	$3128,~~959~~315

See "Note A – Organization and Summary of Significant Accounting Policies" to the financial statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the Partnership's depreciation and capitalization policies.

Schedule of Property Indebtedness

The following table sets forth certain information relating to the loan encumbering the Partnership's property.

	Principal				Principal
	Balance At	Stated			Balance
	December 31,	Interest	Period	Maturity	Due At
Property	~~2008~~2009	Rate(1)	Amortized	Date	Maturity (2)
	(in thousands)				(in thousands)
Baymeadows
Apartments	$38,~~943~~050	4.87%	30 yrs	9/05/12	$35,445

(1) Fixed rate mortgage.

(2) See “Note B – Mortgage Note Payable" to the financial statements included in "Item 8. Financial Statements and Supplementary Data” for information with respect to the Partnership's ability to prepay this loan and other specific details about this loan.

Rental Rates and Occupancy

Average annual rental rates and occupancy for ~~2008~~2009 and ~~2007~~2008 were as follows:

	Average Annual		Average Annual
	Rental Rates		Occupancy
	(per unit)
Property	~~2008~~2009	~~2007~~2008	~~2008~~2009	~~2007~~2008
Baymeadows
Apartments	$1110,~~028~~410	$1011,~~783~~028	9094%	8390%

The Corporate General Partner attributes the increase in occupancy at Baymeadows Apartments to ~~the~~competitive ~~completion of the~~pricing ~~redevelopment of the property, resulting in more units available for rent~~efforts.

AsThe ~~noted under "Item 1. Business", the~~ real estate industry is highly competitive. The property is subject to competition from other residential apartment complexes in the area. The Corporate General Partner believes that the property is adequately insured. The property is an apartment complex which leases units for lease terms of one year or less. No tenant leases 10% or more of the available rental space. The property is in good physical condition, subject to normal depreciation and deterioration as is typical for assets of this type and age.

Real Estate Taxes and Rate

Real estate taxes and rate in ~~2008~~2009 for the property were as follows:

	2008	2008
	2009	2009
	Billing	Rate
	(in thousands)
Baymeadows Apartments	$~~1,101~~ 943	1.5866%

Capital Improvements

During the year ended December 31, 2009, the Partnership completed approximately $1,795,000 of capital improvements at Baymeadows Apartments, which consisted primarily of roof replacement, swimming pool resurfacing, exterior painting, water heater and floor covering replacements and construction related to the casualties discussed in “Item 8. Financial Statements and Supplementary Data”. These improvements were funded from operating cash flow, insurance proceeds and advances from AIMCO Properties, L.P. During the year ended December 31, 2005, a project was approved to add 288 new apartment units at the property at a total estimated cost of approximately $26,953,000 of which approximately $257,000 was incurred as of December 31, 2005. The project to add the additional 288 units was on hold as the Corporate General Partner was informed by the city of Jacksonville that it would not allow permits for new units in the area until litigation that was unrelated to the Partnership and Baymeadows Apartments was resolved. During the fourth quarter of 2009, the Partnership cancelled the proposed project and wrote-off approximately $257,000 of costs, which are included in operating expenses. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

During the year ended December 31, 2008, the Partnership completed approximately $696,000 of capital improvements at Baymeadows Apartments arising from the redevelopment of the property. Additional capital improvements of approximately $3,440,000 were also completed which consisted primarily of roof replacement, electrical upgrades, appliance and floor covering replacements and construction related to the casualties discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These improvements were funded from operating cash flow, insurance proceeds and advances from AIMCO Properties, L.P. The Partnership completed a redevelopment project in order to become more competitive with other properties in the area in an effort to increase occupancy at the property. The redevelopment was completed during the first quarter of 2008 at a total cost of approximately $33,852,000, of which approximately $696,000 was completed during 2008. The redevelopment consisted of major landscaping, interior and exterior improvements, the addition of detached garages and upgrades to the pool area. The project was funded by Partnership reserves and advances from AIMCO Properties, L.P. In addition, a project was approved during the year ended December 31, 2005 to add 288 new apartment units at the property at a total estimated cost of approximately $26,953,000 of which approximately $254,000 was completed as of December 31, 2005. The project to add the additional 288 units is currently on hold as the Corporate General Partner has been informed by the city of Jacksonville that it will not allow permits for new units in the area until litigation that is unrelated to the Partnership and Baymeadows Apartments is resolved. The balance of the costs associated with the redevelopment are expected to be funded from operating cash flow and advances from AIMCO Properties, L.P. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2009. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

Capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. does not have an obligation to fund such advances. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

Item 3. Legal Proceedings

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts ~~will~~have bebeen dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The ~~Corporate~~parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The Corporate General Partner is uncertain as to the amount of any ~~additional~~ loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any ~~additional~~ loss will occur or a potential range of loss.

ItemPART 4. Submission of Matters to a Vote of Security HoldersII

During the quarter ended December 31, 2008, no matter was submitted to a vote of unit holders through the solicitation of proxies or otherwise.

PART II

The Partnership, a publicly-held limited partnership, offered and sold 49,900 limited partnership units (the “Units”) aggregating $49,900,000. An additional 100 units were purchased by the Corporate General Partner. The Partnership currently has 1,~~441~~418 holders of record owning an aggregate of 49,995 Units. Affiliates of the Corporate General Partner owned 36,650 Units or 73.31% at December 31, ~~2008~~2009. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

The Partnership made no distributions during the years ended December 31, ~~2008~~2009 and ~~2007~~2008. Future cash distributions will depend on the levels of cash generated from operations and the timing of the debt maturity, property sale, and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. Given the amounts owed to affiliates of the Corporate General Partner, it is not expected that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit any distributions to its partners in ~~2009~~2010 or subsequent periods. See "Item 2. Property - Capital Improvements" for information relating to anticipated capital expenditures at the property.

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 36,650 Units in the Partnership representing 73.31% of the outstanding Units at December 31, ~~2008~~2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 73.31% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Corporate General Partner monitors the rental market environment of its investment property to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Corporate General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the Corporate General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the Corporate General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership, such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

Results of Operations

The Partnership’s net loss for the ~~year~~years ended December 31, 2009 and 2008 was approximately $87,~~151~~490,000, ~~compared~~and ~~to net loss of approximately~~ $78,~~622~~151,000 ~~for the year ended December 31~~, ~~2007~~respectively. The ~~increase~~decrease in net loss is due to ana ~~increase~~decrease in total expenses, ~~partially~~and ~~offset by~~ an increase in total revenues ~~and~~, ~~the~~partially ~~recognition~~offset ofby ~~casualty~~a ~~gains~~decrease in ~~2008~~casualty gains. Total expenses ~~increased~~ decreased due to ~~increases~~decreases in ~~depreciation~~operating, interest, property tax and ~~property~~general ~~tax~~and administrative expenses, partially offset by aan increase ~~decrease~~ in ~~operating~~depreciation ~~expenses~~expense. ~~General~~Operating ~~and~~expense ~~administrative~~decreased ~~expenses~~primarily ~~remained~~due ~~relatively~~to ~~constant~~decreases ~~for~~in ~~the~~insurance ~~comparable periods. Depreciation~~ expense ~~increased~~as ~~due~~a toresult ~~property~~of ~~improvements~~a ~~and~~decrease ~~replacements~~in ~~placed~~the ~~into~~hazard ~~service~~insurance premium at the Partnership’s investment property, ~~during~~decreases in utilities, advertising, contract services, and payroll and related benefits and a decrease in clean up expenses related to the storm ~~past~~damage ~~twelve~~discussed ~~months~~below, partially offset by the write-off of costs incurred in 2005 related to the project to add additional units to the property, which ~~are~~is now ~~being depreciated~~cancelled. Interest expense ~~increased~~ decreased primarily due to ana ~~increase~~decrease in interest on advances from an affiliate of the Corporate General Partner ~~and~~as a ~~reduction~~result inof ~~capitalized~~a lower average interest ~~associated~~rate charged on such advances. Interest expense also decreased due to ~~with~~scheduled ~~the~~payments ~~completion~~of principal resulting in a lower carrying balance of the mortgage ~~redevelopment~~encumbering atthe ~~Baymeadows~~investment ~~Apartments~~property. ~~Property~~Depreciation ~~tax~~ expense increased due to anproperty ~~increase~~improvements inand ~~the~~replacements ~~assessed~~placed ~~value~~into ofservice during the ~~property.~~past ~~Operating~~twelve ~~expenses~~months, ~~decreased~~which ~~primarily~~are ~~due~~now tobeing ~~decreases~~depreciated. inIn ~~contract~~addition, ~~maintenance~~as part of the ~~and~~redevelopment ~~hazard~~project ~~insurance~~completed ~~premiums~~in 2008, the Partnership replaced roofing on certain buildings at Baymeadows Apartments,. The ~~partially~~Partnership ~~offset~~determined that the roofing work performed by the contractor was defective, forcing the ~~clean~~Partnership upto ~~expenses~~retain ~~recognized~~a ~~resulting~~different ~~from~~contractor ~~Tropical~~to ~~Storm~~repair ~~Fay~~the defective work. As a result of the defective work, asthe ~~discussed~~Partnership wrote off the remaining net book ~~below~~value of the roofing of approximately $653,000 to depreciation expense during the year ended December 31, 2009. The Partnership is currently pursuing legal action against the contractor that installed the defective roofing. Property tax expense decreased due to a decrease in the assessed value of the property.

~~Included in general~~ General and administrative expenses ~~for~~decreased ~~the~~primarily ~~years~~due ~~ended~~to ~~December~~a ~~31,~~decrease ~~2008~~in ~~and~~the ~~2007~~cost ~~are~~of services included in the management reimbursements tocharged by the Corporate General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses for the years ended December 31, 2009 and 2008 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

Total revenues increased due to ~~increases~~ an increase in ~~both rental and~~ other income. Rental income ~~increased~~remained ~~due~~relatively toconstant for the year ended ~~increases~~December 31, 2009 as an increase in occupancy ~~and~~was ~~the~~offset ~~average~~by ~~rental~~a ~~rate~~decrease atin ~~Baymeadows~~the average ~~Apartments~~rental rate. Other income increased primarily due to increases in application ~~lease cancellation~~ fees, ~~parking~~ ~~income,~~administrative ~~laundry income, pet~~ fees and ~~cleaning~~income ~~and~~from ~~damage~~the ~~fees~~sale ~~at Baymeadows~~of ~~Apartments~~a land easement.

In August 2008, Baymeadows Apartments sustained damages from Tropical Storm Fay. The damages were approximately $~~717~~797,000, including clean up costs of approximately $~~312~~369,000. For the year ended December 31, 2008, the Partnership recognized a loss of approximately $44,000 due to the write off of undepreciated assets of approximately $44,000, as the Partnership ~~does~~did not ~~expect to~~ receive insurance proceeds to cover the damages. ~~For~~During the year ended December 31, ~~2008~~2009, ~~this~~the Partnership recognized an additional loss of approximately $2,000, which is reflected as a reduction of casualty gain, ~~and~~due to the ~~clean~~write off of undepreciated assets of approximately $2,000. For the year ended December 31, 2009, approximately $57,000 of the clean up costs included above are included in operating expenses due to actual costs exceeding estimated costs.

In June 2008, Baymeadows Apartments experienced wind damages from a storm, causing damages of approximately $6686,000. During the year ended December 31, 2008, the Partnership received approximately $20,000 in insurance proceeds. SubsequentThe toPartnership received approximately $66,000 in additional insurance proceedsduring the year ended December 31, 20082009. theThe Partnership receivedrecognized ana additionalcasualty gain of approximately $3676,000 induring insurancethe proceedsandyear doesended notDecember expect31, 2009, due to recordthe areceipt lossof frominsurance thisproceeds eventin 2008 and 2009 net of the write off of undepreciated damaged assets of approximately $10,000.

InOn ~~October~~March 27, 2007, Baymeadows Apartments incurred ~~damages of~~ approximately $~~282~~32,000 ~~from~~in adamages ~~severe storm.~~to ~~During~~one ~~the year ended December 31, 2008, the Partnership incurred~~unit ~~approximately~~resulting ~~$176,000~~from ofa ~~clean up expenses, including approximately $105,000 of asbestos abatement~~fire. ~~All of the asbestos related work was complete as of December 31, 2008.~~ During the year ended December 31, 2008, the Partnership received insurance proceeds of approximately $~~272~~22,000 and wrote off undepreciated damaged assets of approximately $354,000, resulting in a casualty gain of approximately ~~$237,000.~~ ~~In addition, during the year ended December 31, 2008, the Partnership received approximately~~ $3218,000 ~~to cover lost rents~~.

OnIn ~~March~~October ~~27,~~ 2007, Baymeadows Apartments incurred damages of approximately $32282,000 infrom ~~damages~~a tosevere storm. ~~one~~During ~~unit~~the year ended December 31, 2008, the Partnership incurred ~~resulting~~approximately ~~from~~$176,000 aof ~~fire~~clean up expenses, including approximately $105,000 of asbestos abatement. All of the asbestos related work was complete as of December 31, 2008. During the year ended December 31, 2008, the Partnership received insurance proceeds of approximately $22272,000 and wrote off undepreciated damaged assets of approximately $435,000, resulting in a casualty gain of approximately $237,000. In addition, during the year ended December 31, 2008, the Partnership received approximately $1832,000 to cover lost rents.

~~During~~Liquidity the first quarter of 2008, the Partnership completed a redevelopment project at the property at a total cost of approximately $33,852,000. During the construction period, certain expenses were capitalized and ~~are being depreciated~~Capital over the remaining life of the property. During the year ended December 31, 2007, approximately $143,000 of interest, approximately $52,000 of real estate taxes and approximately $20,000 of other operating costs were capitalized. No such costs were capitalized related to the redevelopment during the year ended December 31, 2008.Resources

~~Liquidity~~At December 31, 2009, the Partnership had cash and ~~Capital~~cash equivalents of ~~Resources~~approximately $218,000, compared to approximately $142,000 at December 31, 2008. Cash and cash equivalents increased approximately $76,000 due to approximately $2,096,000 and $740,000 of cash provided by operating and financing activities, respectively, partially offset by approximately $2,760,000 of cash used in investing activities. Cash provided by financing activities consisted of advances from an affiliate, partially offset by principal payments made on the mortgage encumbering the Partnership’s investment property and repayment of advances from an affiliate. Cash used in investing activities consisted of property improvements and replacements, partially offset by insurance proceeds received.

~~At December~~Pursuant ~~31,~~to ~~2008,~~ the Partnership ~~had~~Agreement, ~~cash~~AIMCO ~~and~~Properties, ~~cash~~L.P., ~~equivalents~~an affiliate of the Corporate ~~approximately~~General ~~$142~~Partner,~~000,~~ ~~compared~~advanced tothe Partnership approximately $~~157~~2,055,000 atand $4,876,000 during the years ended December 31, 2009 and 2008., respectively, to ~~Cash~~fund capital improvements, redevelopment and ~~cash~~operations ~~equivalents~~at ~~decreased~~Baymeadows Apartments. The ~~approximately~~interest rates ~~$15,000~~charged ~~due~~on the outstanding advances made to ~~approximately~~the Partnership range from the ~~$4,286,000~~prime rate plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of ~~cash~~the ~~used~~Corporate inGeneral Partner ~~investing~~review ~~activities~~the market rate adjustment quarterly. The interest rates on outstanding advances at December 31, ~~partially~~2009 ~~offset~~ranged byfrom 5.25% to 9.60%. Interest expense was approximately $41,~~025~~245,000 and $~~246~~1,335,000 offor ~~cash~~the ~~provided~~years byended ~~financing~~December 31, 2009 and ~~operating~~ ~~activities~~2008, respectively. ~~Cash~~During ~~used~~the inyear ~~investing~~ended ~~activities~~December ~~consisted~~31, 2009, the Partnership repaid approximately $560,000 of ~~property~~advances ~~improvements~~and accrued interest. There were no such payments during the year ended December 31, 2008. At December 31, 2009 and ~~replacements~~December 31, ~~partially~~2008, ~~offset~~the bytotal ~~insurance~~advances and accrued interest due to ~~proceeds~~AIMCO ~~received~~Properties, L.P. ~~Cash~~was ~~provided~~approximately by$24,437,000 ~~financing~~and ~~activities~~$21,697,000, respectively, ~~consisted~~and ofis ~~advances~~included in due to affiliates on the balance sheets included in “Item 8. Financial Statements and Supplementary Data”. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, ~~partially~~L.P. ~~offset~~is not byobligated ~~principal~~to ~~payments~~provide ~~made~~such advances. For more information on ~~the~~AIMCO ~~mortgage~~Properties, ~~encumbering~~L.P., ~~the~~including ~~Partnership’s~~copies ~~investment~~of ~~property.~~its ~~The~~audited ~~Partnership~~balance ~~invests~~sheet, please see its ~~working~~reports ~~capital~~filed ~~reserves~~with inthe ~~interest~~Securities ~~bearing~~and ~~accounts~~Exchange Commission.

~~Pursuant~~The tosufficiency ~~the~~of ~~Partnership~~existing ~~Agreement,~~liquid ~~during~~assets to ~~the~~meet ~~years~~future ~~ended~~liquidity ~~December 31, 2008~~ and ~~2007,~~capital ~~AIMCO~~expenditure ~~Properties,~~requirements ~~L.P.,~~is andirectly ~~affiliate~~related ofto the ~~Corporate~~level ~~General~~of ~~Partner,~~capital ~~advanced~~expenditures required at the ~~Partnership~~property ~~approximately~~to adequately ~~$4,876,000~~maintain ~~and~~the ~~$11,487,000,~~physical ~~respectively,~~assets toand ~~fund~~other ~~redevelopment,~~operating ~~capital improvements~~needs ~~and~~of ~~operations~~the atPartnership ~~Baymeadows~~and ~~Apartments.~~to comply ~~Interest~~with isFederal, ~~charged~~state, atand ~~the prime~~local ~~rate~~legal ~~plus~~and 2%regulatory (5requirements.~~25%~~ atThe Corporate ~~December~~General ~~31,~~Partner ~~2008)~~monitors ~~and~~developments ~~interest~~in ~~expense~~the ~~was approximately~~area ~~$1,335,000~~of legal and regulatory ~~$923,000~~compliance. ~~for~~The ~~the~~Partnership ~~years~~regularly ~~ended~~evaluates ~~December~~the ~~31,~~capital improvement ~~2008~~needs ~~and 2007,~~of ~~respectively~~the property. AtWhile ~~December~~the ~~31,~~Partnership ~~2008~~has ~~and~~no ~~2007,~~material commitments ~~the~~for ~~total~~property ~~advances~~improvements and ~~accrued~~ ~~interest~~replacements, ~~due~~certain toroutine ~~AIMCO~~capital expenditures ~~Properties,~~are Lanticipated during 2010.P. ~~was~~Such ~~approximately~~capital ~~$21,697,000~~expenditures ~~and~~will depend ~~$15,486,000,~~on ~~respectively,~~the ~~and~~physical iscondition ~~included~~of inthe ~~due~~property toas ~~affiliates~~well onas ~~the~~anticipated ~~balance~~cash flow ~~sheets~~generated ~~included~~by inthe ~~“Item 8~~property. ~~Financial~~Capital ~~Statements~~expenditures ~~and~~will ~~Supplementary~~be ~~Data”.~~incurred ~~The~~only if cash is ~~Partnership~~available ~~may~~from ~~receive~~operations, ~~additional~~Partnership ~~advances~~reserves ofor ~~funds~~advances from AIMCO Properties, L.P. , although AIMCO Properties, L.P. isdoes not ~~obligated~~have toan ~~provide~~obligation to fund such advances. ~~For~~ ~~more~~To ~~information~~the onextent ~~AIMCO~~that ~~Properties,~~capital ~~L.P.,~~improvements ~~including~~are ~~copies of its audited balance sheet~~completed, ~~please see its reports filed with~~ the ~~Securities and Exchange~~ ~~Commission.~~Partnership's ~~Subsequent~~distributable tocash ~~December 31~~flow, ~~2008~~if any, ~~AIMCO~~may ~~Properties,~~be ~~L.P.~~adversely ~~advanced~~affected at ~~approximately~~least ~~$800,000~~in to the ~~Partnership~~short ~~to fund capital improvements at Baymeadows Apartments~~term.

The ~~sufficiency~~Partnership’s ofassets ~~existing~~are ~~liquid~~thought ~~assets~~ to be ~~meet~~generally ~~future~~sufficient ~~liquidity~~for ~~and~~any ~~capital~~near-term ~~expenditure~~needs ~~requirements~~(exclusive ~~is directly related to the level~~ of capital ~~expenditures required at the property to adequately~~improvements ~~maintain~~and ~~the~~repayment ~~physical~~of ~~assets~~advances ~~and~~from ~~other~~affiliates) ~~operating needs~~ of the Partnership. ~~and~~The tomortgage ~~comply~~indebtedness ~~with~~of ~~Federal,~~approximately ~~state~~$38,050,000 ~~and~~encumbering ~~local~~Baymeadows ~~legal and regulatory requirements. The~~Apartments ~~Corporate~~requires ~~General~~monthly ~~Partner~~payments ~~monitors developments in the area~~ of ~~legal~~principal and ~~regulatory~~ ~~compliance.~~interest ~~The~~and ~~Partnership~~requires ~~regularly~~a ~~evaluates the capital~~balloon ~~improvement~~payment ~~needs~~ of ~~the~~approximately ~~property.~~$35,445,000 ~~While~~in ~~the~~2012. ~~Partnership~~The ~~has~~Corporate noGeneral ~~material commitments~~Partner ~~for property improvements and replacements, certain routine capital~~will ~~expenditures~~attempt ~~are~~to ~~anticipated~~refinance ~~during~~such ~~2009.~~indebtedness ~~Such~~and/or ~~capital~~sell ~~expenditures will depend on~~ the ~~physical condition of the~~ property asprior ~~well~~to ~~as anticipated cash flow~~such ~~generated~~maturity bydate. If the property. ~~Capital~~cannot ~~expenditures will~~ be ~~incurred~~refinanced ~~only if cash is available from operations, Partnership reserves~~ and/or ~~advances~~sold ~~from~~for ~~AIMCO~~a ~~Properties, L.P., although AIMCO~~sufficient ~~Properties,~~amount ~~L.P. does not have an obligation to fund such advances. To~~ the ~~extent~~ ~~that~~Partnership ~~capital~~will ~~improvements~~risk ~~are~~losing ~~completed,~~ the ~~Partnership's~~property ~~distributable cash~~to ~~flow, if any, may be adversely affected at least in the short term~~foreclosure.

The Partnership’s ~~assets~~made ~~are~~no ~~thought~~distributions ~~to be~~during ~~generally~~the ~~sufficient~~years ~~for~~ended ~~any~~December ~~near-term~~31, ~~needs~~2009 ~~(exclusive~~and of2008. ~~capital~~Future ~~improvements~~cash distributions will ~~and~~depend ~~repayment~~on the levels of ~~advances~~cash generated from ~~affiliates)~~operations ofand the ~~Partnership.~~timing ~~The~~of ~~mortgage~~the ~~indebtedness~~debt ofmaturity, ~~approximately~~property ~~$38~~sale,~~943,000~~ ~~encumbering~~and/or ~~Baymeadows~~refinancing. ~~Apartments requires~~The ~~monthly~~Partnership's ~~payments~~cash available offor ~~principal~~distribution ~~and~~is ~~interest~~reviewed ~~and~~on ~~requires~~ a ~~balloon payment~~monthly ofbasis. ~~approximately~~Given ~~$35,445,000~~the inamounts owed ~~2012.~~to ~~The~~affiliates of the Corporate General Partner, ~~will attempt~~it tois ~~refinance~~not ~~such~~expected ~~indebtedness~~that ~~and/or sell~~ the ~~property prior to such~~ ~~maturity~~Partnership ~~date.~~will Ifgenerate ~~the~~sufficient ~~property~~funds ~~cannot~~from beoperations, ~~refinanced~~after ~~and/or~~required capital ~~sold~~expenditures, ~~for~~to apermit ~~sufficient amount~~any ~~the~~distributions ~~Partnership~~to ~~will~~its ~~risk~~partners ~~losing~~in ~~the~~2010 ~~property~~or subsequent ~~to foreclosure~~periods.

The Partnership ~~made~~Agreement noprovides ~~distributions during~~for ~~the~~partners ~~years~~to ~~ended~~receive ~~December~~distributions ~~31,~~from ~~2008~~the ~~and~~net ~~2007.~~proceeds ~~Future~~of ~~cash~~the ~~distributions~~sales ~~will~~of ~~depend~~properties, on the ~~levels~~net ofproceeds ~~cash generated~~ from ~~operations~~refinancings and ~~the~~net ~~timing~~cash offrom ~~the~~operations as ~~debt~~those ~~maturity,~~terms ~~property~~are ~~sale,~~defined ~~and/or~~in ~~refinancing~~the Partnership Agreement. The Partnership's ~~cash~~Agreement ~~available~~requires ~~for~~that ~~distribution~~the islimited ~~reviewed~~partners onbe furnished with a ~~monthly~~statement ~~basis.~~of ~~Given~~Net Cash from Operations as such term is defined in the ~~amounts~~Partnership Agreement. Net Cash ~~owed~~from Operations should not be considered an alternative to ~~affiliates~~net loss as an indicator of the ~~Corporate~~Partnership's ~~General~~operating ~~Partner,~~performance itor to cash flows as a measure of liquidity. Below is ~~not~~a ~~expected~~reconciliation ~~that~~of ~~the~~net cashprovided by ~~Partnership~~operating ~~will~~activities ~~generate~~as ~~sufficient~~disclosed ~~funds~~in ~~from~~the ~~operations,~~statements ~~after~~of ~~required~~cash flows ~~capital~~included ~~expenditures,~~in to“Item ~~permit~~8. ~~any~~Financial ~~distributions~~Statements and Supplementary Data” to ~~its~~Net ~~partners~~Cash from Operations (as defined in ~~2009~~the ~~or subsequent~~Partnership ~~periods~~Agreement).

The Partnership Agreement provides for partners to receive distributions from the net proceeds of the sales of properties, the net proceeds from refinancings and net cash from operations as those terms are defined in the Partnership Agreement. The Partnership Agreement requires that the limited partners be furnished with a statement of Net Cash from Operations as such term is defined in the Partnership Agreement. Net Cash from Operations should not be considered an alternative to net loss as an indicator of the Partnership's operating performance or to cash flows as a measure of liquidity. Below is a reconciliation of net cashprovided by operating activities as disclosed in the statements of cash flows included in “Item 8. Financial Statements and Supplementary Data” to Net Cash from Operations as defined in the Partnership Agreement.

	Years ended
	December 31,
	2009	2008
	(in thousands)
Net cash provided by operating activities	$ 2,096	$ 246
Payments on mortgage note payable	(893)	(851)
Property improvements and replacements	(2,826)	(4,600)
Changes in reserves for net operating
liabilities	(1,271)	(1,247)

Net cash used in operations (as defined in
the Partnership Agreement)	$ (2,894)	$ (6,452)

	Years ended
	December 31,
	2008	2007
	(in thousands)
Net cash provided by operating activities	$ 246	$ 240
Payments on mortgage note payable	(851)	(206)
Property improvements and replacements	(4,600)	(11,477)
Changes in reserves for net operating
liabilities	(1,247)	(1,570)
Net cash used in operations	$ (6,452)	$(13,013)

The Corporate General Partner may designate a portion of cash generated from operations as "other reserves" in determining net cash from operations (as defined in the Partnership Agreement). The increase in other reserves during 2009 and 2008 was approximately $1,271,000, and $1,247,000, respectively. These amounts were determined by considering changes in the balance of receivables and deposits, other assets, accounts payable, tenant security deposit liabilities, due to affiliates, bad debt expense and other liabilities. At this time, the Corporate General Partner expects to continue to adjust other reserves based on the net change in the aforementioned account balances.

The Corporate General Partner may designate a portion of cash generated from operations as "other reserves" in determining net cash from operations. The decrease in other reserves during 2008 and 2007 was approximately $1,247,000, and $1,570,000, respectively. These amounts were determined by considering changes in the balance of receivables and deposits, other assets, accounts payable, tenant security deposit liabilities, due to affiliates, bad debt expense and other liabilities. At this time, the Corporate General Partner expects to continue to adjust other reserves based on the net change in the aforementioned account balances.Other

~~Other~~In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 36,650 Units in the Partnership representing 73.31% of the outstanding Units at December 31, 2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 73.31% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.

InCritical ~~addition~~Accounting toPolicies ~~its indirect ownership of the general partner interest in the Partnership, AIMCO~~ and ~~its affiliates owned~~ 36,650 Units in the Partnership representing 73.31% of the outstanding Units at December 31, 2008. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 73.31% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.Estimates

~~Critical~~A summary of the Partnership’s significant accounting policies is included in "Note A – Organization and Summary Significant Accounting Policies" which is included in the financial statements in "Item 8. Financial Statements and Supplementary Data". The Corporate ~~Estimates~~General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the financial statements with useful and reliable information about the Partnership’s operating results and financial condition. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas. The following may involve a higher degree of judgment and complexity.

AImpairment ~~summary~~ of ~~the~~Long-Lived Partnership’s significant accounting policies is included in "Note A – Organization and Summary Significant Accounting Policies" which is included in the financial statements in "Item 8. Financial Statements and Supplementary Data". The Corporate General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the financial statements with useful and reliable information about the Partnership’s operating results and financial condition. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas. The following may involve a higher degree of judgment and complexity.Asset

~~Impairment~~Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of ~~Long-Lived~~the ~~Asset~~asset is not recoverable. If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

~~Investment~~Real property investment is ~~recorded~~subject atto varying ~~cost,~~degrees ~~less accumulated~~of ~~depreciation,~~risk. Several ~~unless~~factors may adversely affect the ~~carrying~~economic performance ~~amount~~and value of the ~~asset~~Partnership’s isinvestment ~~not recoverable~~property. IfThese factors ~~events~~include, orbut ~~circumstances~~are ~~indicate~~not ~~that~~limited ~~the~~to, ~~carrying~~general ~~amount~~economic climate; competition offrom ~~the~~other ~~property~~apartment ~~may~~communities ~~not~~and beother ~~recoverable~~housing options; local conditions, such ~~the~~as ~~Partnership~~loss ~~will~~of ~~make~~jobs or an ~~assessment~~ increase in the supply of ~~its~~apartments ~~recoverability~~that bymight adversely ~~comparing~~affect ~~the~~apartment ~~carrying~~occupancy ~~amount~~or torental ~~the~~rates; ~~Partnership’s~~changes in governmental ~~estimate~~regulations ofand the ~~undiscounted~~related ~~future~~cost ~~cash~~of ~~flows,~~compliance; ~~excluding~~increases ~~interest~~in ~~charges,~~operating ofcosts ~~the~~(including ~~property. If~~real ~~the~~estate ~~carrying~~taxes) ~~amount~~due ~~exceeds~~to ~~the~~inflation ~~aggregate~~and other factors, which may not ~~undiscounted~~be ~~future~~offset ~~cash~~by ~~flows~~increased rents; changes in tax laws and housing laws, including the ~~Partnership~~enactment ~~would~~of ~~recognize~~rent ancontrol ~~impairment~~laws or other laws regulating multi-family ~~loss~~housing; toand ~~the~~changes ~~extent~~in interest rates and the ~~carrying~~availability ~~amount~~of ~~exceeds~~financing. ~~the~~Any ~~estimated~~adverse ~~fair~~changes ~~value~~in these and other factors could cause an impairment of the ~~property~~ Partnership’s assets.

~~Capitalized~~The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs ~~Related~~including tointerest, ~~Redevelopment~~property taxes and ~~Construction~~operating costs ~~Projects~~associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.

~~The~~Revenue Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 34, “Capitalization of Interest Costs”, and SFAS No. 67, “Accounting for Costs and the Initial Rental Operations of Real Estate Properties”. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level. Recognition

~~Revenue~~The ~~Recognition~~Partnership generally leases apartment units for twelve-month terms or less. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease. The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

~~The~~Item ~~Partnership generally leases apartment units for twelve-month terms or less~~8. ~~The~~ ~~Partnership~~Financial ~~will~~Statements offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease. The Partnership evaluates all accounts receivable from residents and ~~establishes~~Supplementary ~~an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.~~Data

~~Item~~SHELTER 8.PROPERTIES ~~Financial Statements and Supplementary Data~~IV

~~SHELTER~~LIST ~~PROPERTIES~~OF IVFINANCIAL STATEMENTS

~~LIST~~Report OFof ~~FINANCIAL~~Independent ~~STATEMENTS~~Registered Public Accounting Firm

~~Report~~Balance ofSheets ~~Independent~~- ~~Registered~~December ~~Public Accounting~~31, ~~Firm~~2009 and 2008

~~Balance~~Statements ~~Sheets~~of Operations - Years ended December 31, ~~2008~~2009 and ~~2007~~ 2008

Statements of ~~Operations~~Changes -in Partners' Deficit - Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Statements of ~~Changes~~Cash inFlows ~~Partners' Deficit~~ - Years ended December 31, ~~2008~~2009 and ~~2007~~2008

~~Statements~~Notes ofto ~~Cash Flows - Years ended~~Financial ~~December 31, 2008 and 2007~~Statements

~~Notes~~ Report toof ~~Financial Statements~~Independent Registered Public Accounting Firm

~~Report~~The ~~of Independent Registered Public Accounting Firm~~Partners

~~The~~Shelter ~~Partners~~Properties IV

We have audited the accompanying balance sheets of Shelter Properties IV as of December 31, 2009 and 2008, and the related statements of operations, changes in partners' deficit, and cash flows for each of the two years in the period ended December 31, 2009. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance with ~~sheets~~the standards of ~~Shelter~~the ~~Properties~~Public IVCompany asAccounting ofOversight ~~December~~Board ~~31,~~(United ~~2008~~States). Those ~~and~~standards ~~2007,~~require that we plan and perform the audit to obtain reasonable ~~related~~assurance about whether the financial statements ofare ~~operations,~~free ~~changes~~of inmaterial misstatement. We ~~partners'~~were ~~deficit,~~not ~~and~~engaged ~~cash~~to ~~flows for~~perform ~~each~~an audit of the ~~two~~Partnership’s internal ~~years~~control inover ~~the~~financial ~~period~~reporting. Our ~~ended~~audits ~~December~~included consideration ~~31,~~of ~~2008.~~internal ~~These~~control over financial reporting as a basis for ~~statements~~designing audit procedures that are appropriate in the ~~responsibility~~circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership'’s ~~management.~~internal ~~Our responsibility~~control isover tofinancial reporting. Accordingly, we express no ansuch opinion. An audit also includes examining, on ~~these~~a test basis, evidence supporting the amounts and disclosures in the financial statements, ~~based~~assessing the onaccounting principles used and significant estimates made by management, and ~~our~~evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audits~~opinion, ~~in accordance with~~ the ~~standards~~financial ~~of the Public Company Accounting Oversight Board (United States).~~statements ~~Those~~referred ~~standards require that we plan and perform the audit~~ to ~~obtain~~above ~~reasonable assurance~~present ~~about~~fairly, ~~whether~~in ~~the~~all ~~financial statements are free of~~ material ~~misstatement. We~~ ~~were~~respects, ~~not engaged to perform an audit of~~ the ~~Partnership’s internal control over~~ financial ~~reporting. Our audits included~~ ~~consideration~~position of ~~internal~~Shelter ~~control~~Properties ~~over~~IV ~~financial~~at ~~reporting~~December as31, a2009 ~~basis~~and ~~for designing~~2008, ~~audit~~and ~~procedures that are appropriate in~~ the ~~circumstances, but not~~results ~~for~~of ~~the~~its ~~purpose~~operations ofand ~~expressing~~its ancash ~~opinion~~flows onfor ~~the~~each ~~effectiveness~~ of the ~~Partnership’s~~ ~~internal~~two ~~control~~years ~~over~~in ~~financial~~the ~~reporting. Accordingly, we express~~period noended ~~such~~December ~~opinion. An audit also includes examining~~31, ~~on a test basis~~2009, ~~evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~financial~~with ~~statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation~~U.S. Wegenerally ~~believe~~accepted ~~that our~~accounting ~~audits provide a reasonable basis for our opinion~~principles.

In/s/ERNST ~~our~~& ~~opinion, the financial statements~~YOUNG referred to above present fairly, in all material respects, the financial position of Shelter Properties IV at December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.LLP

~~/s/ERNST~~Greenville, &South ~~YOUNG LLP~~Carolina

~~Greenville~~March 29, ~~South Carolina~~2010

~~March~~SHELTER 19PROPERTIES IV BALANCE SHEETS (in thousands, ~~2009~~except unit data)

SHELTER PROPERTIES IV BALANCE SHEETS (in thousands, except unit data)

	December 31,
	2009	2008
Assets
Cash and cash equivalents	$ 218	$ 142
Receivables and deposits	425	432
Other assets	532	698
Investment property (Notes B, E and F):
Land	1,883	1,883
Buildings and related personal property	83,925	83,306
	85,808	85,189
Less accumulated depreciation	(54,720)	(47,617)
	31,088	37,572

	$ 32,263	$ 38,844

Liabilities and Partners' Deficit
Liabilities
Accounts payable	$ 263	$ 1,319
Tenant security deposit liabilities	191	228
Other liabilities	420	379
Due to affiliates (Note D)	25,018	22,164
Mortgage note payable (Note B)	38,050	38,943
	63,942	63,033

Partners' Deficit
General partners	(110)	(35)
Limited partners (49,995 units issued and
outstanding)	(31,569)	(24,154)
	(31,679)	(24,189)

	$ 32,263	$ 38,844

	December 31,
	2008	2007
Assets
Cash and cash equivalents	$ 142	$ 157
Receivables and deposits	432	540
Other assets	698	922
Investment property (Notes B, E and F):
Land	1,883	1,883
Buildings and related personal property	83,306	79,498
	85,189	81,381
Less accumulated depreciation	(47,617)	(40,623)
	37,572	40,758
	$ 38,844	$ 42,377
Liabilities and Partners' (Deficiency) Capital
Liabilities
Accounts payable	$ 1,319	$ 2,211
Tenant security deposit liabilities	228	226
Other liabilities	379	423
Due to affiliates (Note D)	22,164	15,761
Mortgage note payable (Note B)	38,943	39,794
	63,033	58,415
Partners' (Deficiency) Capital
General partners	(35)	47
Limited partners (49,995 units issued and
outstanding)	(24,154)	(16,085)
	(24,189)	(16,038)
	$ 38,844	$ 42,377

See Accompanying Notes to Financial Statements

~~See~~SHELTER ~~Accompanying~~PROPERTIES ~~Notes~~IV ~~to Financial~~STATEMENTS ~~Statements~~OF OPERATIONS (in thousands, except per unit data)

SHELTER PROPERTIES IV STATEMENTS OF OPERATIONS (in thousands, except per unit data)

	Years Ended December 31,
	2009	2008
Revenues:
Rental income	$ 8,803	$ 8,796
Other income	1,209	989
Total revenues	10,012	9,785

Expenses:
Operating	5,252	6,220
General and administrative	153	243
Depreciation	8,010	7,239
Interest	3,259	3,394
Property taxes	902	1,051
Total expenses	17,576	18,147

Casualty gain (Note E)	74	211
Net loss (Note C)	$ (7,490)	$ (8,151)

Net loss allocated to general partners (1%)	$ (75)	$ (82)
Net loss allocated to limited partners (99%)	(7,415)	(8,069)
	$ (7,490)	$ (8,151)

Net loss per limited partnership unit	$(148.31)	$(161.40)

	Years Ended December 31,
	2008	2007
Revenues:
Rental income	$ 8,796	$ 7,853
Other income	989	830
Total revenues	9,785	8,683
Expenses:
Operating	6,220	6,453
General and administrative	243	255
Depreciation	7,239	6,170
Interest	3,394	2,831
Property taxes (Note H)	1,051	596
Total expenses	18,147	16,305
Casualty gain (Note E)	211	--
Net loss (Note C)	$ (8,151)	$ (7,622)
Net loss allocated to general partners (1%)	$ (82)	$ (76)
Net loss allocated to limited partners (99%)	(8,069)	(7,546)
	$ (8,151)	$ (7,622)
Net loss per limited partnership unit	$(161.40)	$(150.94)

See Accompanying Notes to Financial Statements

~~See~~SHELTER ~~Accompanying~~PROPERTIES ~~Notes~~IV ~~to Financial~~STATEMENTS ~~Statements~~OF CHANGES IN PARTNERS' DEFICIT (in thousands, except unit data)

SHELTER PROPERTIES IV STATEMENTS OF CHANGES IN PARTNERS' DEFICIT (in thousands, except unit data)

	Limited
	Partnership	General	Limited
	Units	Partners	Partners	Total

Original capital contributions	50,000	$ 2	$ 50,000	$ 50,002

Partners' capital (deficiency)
at December 31, 2007	49,995	$ 47	$(16,085)	$(16,038)

Net loss for the year ended
December 31, 2008	--	(82)	(8,069)	(8,151)

Partners' deficit
at December 31, 2008	49,995	(35)	(24,154)	(24,189)

Net loss for the year ended
December 31, 2009	--	(75)	(7,415)	(7,490)

Partners' deficit
at December 31, 2009	49,995	$ (110)	$(31,569)	$(31,679)

	Limited
	Partnership	General	Limited
	Units	Partners	Partners	Total
Original capital contributions	50,000	$ 2	$ 50,000	$ 50,002
Partners' capital (deficiency)
at December 31, 2006	49,995	$ 123	$ (8,539)	$ (8,416)
Net loss for the year ended
December 31, 2007	--	(76)	(7,546)	(7,622)
Partners' capital (deficiency)
at December 31, 2007	49,995	47	(16,085)	(16,038)
Net loss for the year ended
December 31, 2008	--	(82)	(8,069)	(8,151)
Partners' deficit
at December 31, 2008	49,995	$ (35)	$(24,154)	$(24,189)

See Accompanying Notes to Financial Statements

~~See~~SHELTER ~~Accompanying~~PROPERTIES ~~Notes~~IV ~~to Financial~~STATEMENTS ~~Statements~~OF CASH FLOWS (in thousands)

SHELTER PROPERTIES IV STATEMENTS OF CASH FLOWS (in thousands)

	Years Ended December 31,
	2009	2008
Cash flows from operating activities:
Net loss	$ (7,490)	$ (8,151)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation	8,010	7,239
Bad debt expense	89	200
Casualty gain	(74)	(211)
Amortization of loan costs	122	122
Write off of project costs	257	--
Change in accounts:
Receivables and deposits	(62)	(112)
Other assets	44	102
Accounts payable	(25)	(428)
Tenant security deposit liabilities	(37)	2
Other liabilities	41	(44)
Due to affiliates	1,221	1,527
Net cash provided by operating activities	2,096	246

Cash flows from investing activities:
Insurance proceeds received	66	314
Property improvements and replacements	(2,826)	(4,600)
Net cash used in investing activities	(2,760)	(4,286)

Cash flows from financing activities:
Payments on mortgage note payable	(893)	(851)
Advances from affiliate	2,055	4,876
Repayment of advances from affiliate	(422)	--
Net cash provided by financing activities	740	4,025

Net increase (decrease) in cash and cash equivalents	76	(15)
Cash and cash equivalents at beginning of year	142	157
Cash and cash equivalents at end of year	$ 218	$ 142

Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest	$ 2,009	$ 1,910

Supplemental disclosure of non-cash activity:
Property improvements and replacements included in
accounts payable	$ 36	$ 1,067

	Years Ended December 31,
	2008	2007
Cash flows from operating activities:
Net loss	$ (8,151)	$ (7,622)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation	7,239	6,170
Bad debt expense	200	215
Casualty gain	(211)	--
Amortization of loan costs	122	122
Change in accounts:
Receivables and deposits	(112)	(135)
Other assets	102	(122)
Accounts payable	(428)	460
Tenant security deposit liabilities	2	36
Other liabilities	(44)	(2)
Due to affiliates	1,527	1,118
Net cash provided by operating activities	246	240
Cash flows from investing activities:
Insurance proceeds received	314	--
Property improvements and replacements	(4,600)	(11,477)
Net cash used in investing activities	(4,286)	(11,477)
Cash flows from financing activities:
Payments on mortgage note payable	(851)	(206)
Advances from affiliate	4,876	11,487
Net cash provided by financing activities	4,025	11,281
Net (decrease) increase in cash and cash equivalents	(15)	44
Cash and cash equivalents at beginning of year	157	113
Cash and cash equivalents at end of year	$ 142	$ 157
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest	$ 1,910	$ 1,804
Supplemental disclosure of non-cash activity:
Property improvements and replacements included in
accounts payable	$ 1,067	$ 1,531

At December 31, 2007, accounts payable included approximately $1,531,000 of property improvements and replacements which are included in property improvements and replacements for the year ended December 31, 2008.

~~At December 31, 2006, accounts payable~~See ~~included~~Accompanying ~~approximately~~Notes ~~$1,411,000~~to ofFinancial ~~property improvements and replacements which are included in property improvements and replacements for the year ended December 31, 2007.~~Statements

~~See~~SHELTER ~~Accompanying~~PROPERTIES ~~Notes~~IV ~~to Financial~~NOTES ~~Statements~~TO FINANCIAL STATEMENTS DECEMBER 31, 2009

~~SHELTER~~Note ~~PROPERTIES~~A IV- ~~NOTES~~Organization TOand ~~FINANCIAL~~Summary ~~STATEMENTS~~of Significant ~~DECEMBER~~Accounting ~~31, 2008~~Policies

~~Note~~Organization: AShelter -Properties ~~Organization~~IV (the "Partnership" or "Registrant") was organized as a limited partnership under the laws of the State of South Carolina on August 21, 1981. The general partner responsible for management of the Partnership's business is Shelter Realty IV Corporation, a South Carolina corporation (the "Corporate General Partner"). The Corporate General Partner is a subsidiary of Apartment Investment and ~~Summary~~Management Company ("AIMCO"), a publicly traded real estate investment trust. The other general partner is AIMCO Properties, L.P., an affiliate of the Corporate General Partner ~~Significant~~and ~~Accounting~~AIMCO. ~~Policies~~The Partnership Agreement provides that the Partnership is to terminate on December 31, 2022 unless terminated prior to such date. The Partnership commenced operations on July 22, 1982, and completed its acquisition of apartment properties on March 31, 1983. The Partnership operates one apartment property located in Jacksonville, Florida.

~~Organization~~Subsequent Events: ~~Shelter Properties IV (the "Partnership" or "Registrant") was organized as a limited partnership under the laws of the State of South Carolina on August 21, 1981.~~ The ~~general partner responsible for management of the~~ Partnership'’s ~~business~~management isevaluated ~~Shelter~~subsequent ~~Realty~~events IVthrough ~~Corporation, a South Carolina corporation (~~the ~~"Corporate General Partner"). The Corporate~~time ~~General~~this ~~Partner~~Annual isReport a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The other general partner is AIMCO Properties, L.P., an affiliate of the Corporate General Partner and AIMCO. The Partnership Agreement provides that the Partnership is to terminate on ~~December~~Form ~~31,~~10-K ~~2022~~was ~~unless terminated prior to such date~~filed. The Partnership commenced operations on July 22, 1982, and completed its acquisition of apartment properties on March 31, 1983. The Partnership operates one apartment property located in Jacksonville, Florida.

~~Deferred~~Recent ~~Costs~~Accounting Pronouncement: ~~Loan~~In ~~costs~~June of2009, the ~~approximately~~Financial ~~$863,000~~Accounting atStandards Board (“FASB”) issued Statement of Financial ~~both~~Accounting ~~December~~Standards 31No. 168, ~~2008~~The FASB Accounting Standards Codification and the ~~2007,~~Hierarchy ~~less~~of ~~accumulated~~Generally ~~amortization~~Accepted Accounting Principles—a replacement of ~~approximately~~FASB ~~$407,000~~Statement ~~and~~No. ~~$285~~162,~~000,~~ ~~respectively~~or SFAS No. 168, ~~are~~which ~~included~~is ineffective ~~other~~for ~~assets~~financial statements onissued ~~the~~for interim and annual periods ending after September 15, ~~accompanying~~2009. Upon ~~balance~~the ~~sheets~~effective date of SFAS No. ~~The~~168, ~~loan~~the ~~costs~~FASB ~~are~~Accounting Standards ~~amortized~~Codification, ~~over~~or the ~~term~~FASB ofASC, became the single source of ~~related~~authoritative ~~loan~~GAAP ~~agreement~~recognized by the FASB to be applied by nongovernmental entities. ~~The~~Rules ~~total~~and ~~amortization~~interpretive ~~expense~~releases ~~for~~of the ~~years~~Securities ~~ended~~and Exchange ~~December~~Commission, 31or SEC, ~~2008~~under ~~and~~authority ~~2007~~of ~~was~~federal ~~approximately~~securities ~~$122~~laws are also sources of authoritative GAAP for SEC registrants. The FASB ASC superseded all then-existing non-SEC accounting and reporting standards,~~000~~ and isall other non-grandfathered non-SEC accounting literature not included in ~~interest~~ ~~expense.~~the ~~Amortization~~FASB ~~expense~~ASC is now ~~expected~~non-authoritative. Subsequent to bethe ~~approximately~~effective ~~$122~~date of SFAS No. 168,~~000~~ ~~for~~ the ~~years~~FASB ~~2009~~will ~~through~~issue ~~2011~~Accounting ~~and~~Standards ~~approximately~~Updates ~~$90,000~~that ~~for~~serve ~~2012~~to update the FASB ASC.

~~Leasing~~Deferred ~~commissions~~Costs: ~~and~~Loan ~~other~~costs ~~direct~~of ~~costs~~approximately $863,000 at ~~incurred~~both inDecember ~~connection~~31, ~~with~~2009 ~~successful~~and ~~leasing~~2008, ~~efforts~~less ~~are~~accumulated ~~deferred~~amortization of approximately $529,000 and $407,000, respectively, are included in other assets on the accompanying balance sheets. The loan costs are amortized over the ~~terms~~term of the related ~~leases~~loan agreement. ~~Amortization~~ ofThe ~~these~~total amortization expense for the years ended ~~costs~~December 31, 2009 and 2008 was approximately $122,000 and is included in interest ~~operating~~expense. ~~expenses~~Amortization expense is expected to be approximately $122,000 for the years 2010 and 2011 and approximately $90,000 for 2012.

~~Use~~Leasing ofcommissions ~~Estimates:~~and ~~The~~other ~~preparation~~direct ~~of financial statements in~~costs ~~conformity~~incurred ~~with accounting principles generally accepted~~ in ~~the~~connection ~~United~~with ~~States requires~~successful ~~management~~leasing toefforts ~~make~~are ~~estimates~~deferred and amortized ~~assumptions~~over ~~that affect~~ the ~~amounts reported~~terms inof the ~~financial~~related ~~statements and accompanying notes~~leases. Amortization ~~Actual~~of ~~results~~these ~~could~~costs ~~differ~~is ~~from~~included ~~those~~in ~~estimates~~operating expenses.

~~Allocation~~Use of ~~Cash Distributions~~Estimates: ~~Cash distributions~~The bypreparation ~~the~~of ~~Partnership~~financial ~~are~~statements ~~allocated between general and limited~~in ~~partners~~conformity inwith ~~accordance~~accounting ~~with~~principles ~~the~~generally ~~provisions~~accepted ofin the ~~Partnership~~United ~~Agreement. The~~States ~~Partnership~~requires ~~Agreement~~management ~~provides~~to ~~that~~make ~~net~~estimates ~~cash~~and ~~from~~assumptions ~~operations~~that ~~means~~affect ~~revenue received~~the ~~less operating expenses paid, adjusted for certain specified items~~amounts ~~which~~reported ~~primarily~~in ~~include~~the ~~mortgage~~financial ~~payments~~statements ~~on debt, property improvements~~ and ~~replacements~~ ~~not~~accompanying ~~previously~~notes. ~~reserved,~~Actual ~~and the effects of other adjustments to~~results ~~reserves~~could ~~including~~differ ~~reserve~~from ~~amounts~~those ~~deemed necessary by the Corporate General Partner~~estimates.

~~The~~Allocation ~~Partnership~~of ~~Agreement provides that 99%~~Cash ofDistributions: Cash distributions ofby ~~net~~the ~~cash~~Partnership ~~from operations~~ are allocated tobetween ~~the~~general and limited partners ~~until~~in ~~they~~accordance ~~receive~~with ~~net~~the ~~cash~~provisions ~~from operations for such fiscal year equal to 7%~~ of ~~their adjusted capital values (as defined in~~ the ~~Partnership~~ Partnership Agreement),. atThe ~~which~~Partnership ~~point~~Agreement ~~the~~provides ~~general~~that ~~partners will be allocated all~~ net cash ~~from~~ from operations ~~until~~means ~~they~~revenue ~~have~~ received ~~distributions~~less ~~equal~~operating toexpenses ~~10%~~paid, ofadjusted ~~the~~for ~~aggregate~~certain ~~net~~specified ~~cash~~items ~~from~~which ~~operations~~primarily ~~distributed~~include tomortgage ~~partners~~payments ~~for~~on ~~such fiscal year. Thereafter~~debt, property ~~the~~improvements ~~general~~and ~~partners~~replacements ~~will~~not bepreviously ~~allocated~~reserved, ~~10%~~and the effects of ~~any~~other ~~distributions~~adjustments ~~of remaining~~to ~~net~~reserves ~~cash~~including ~~from~~reserve ~~operations~~amounts ~~for~~deemed ~~such~~necessary ~~fiscal~~by the ~~year~~Corporate General Partner.

~~All~~The ~~distributions~~Partnership ofAgreement ~~distributable~~provides ~~net~~that 99% ~~proceeds~~of ~~(as~~distributions ~~defined~~of innet ~~the~~cash ~~Partnership Agreement)~~ from ~~property~~operations ~~dispositions and~~are ~~refinancings will be~~ allocated to the limited partners until ~~each~~they ~~limited partner~~receive ~~has~~net ~~received~~cash anfrom ~~amount~~operations ~~equal~~for tosuch afiscal ~~cumulative~~year equal to 7% ~~per~~ ~~annum~~ of ~~the~~their ~~average~~adjusted ofcapital ~~the~~values ~~limited~~(as ~~partners'~~defined ~~adjusted~~in ~~capital~~the ~~value~~Partnership Agreement), ~~less any~~at ~~prior~~which ~~distributions~~point ofthe ~~net~~general ~~cash~~partners ~~from~~will ~~operations~~be ~~and~~allocated ~~distributable~~all net cash ~~proceeds,~~from ~~and~~operations ~~has~~until ~~also~~they have received andistributions ~~amount~~ equal to ~~the limited partners' adjusted capital value. Thereafter, the general partners receive 1~~10% of the ~~selling~~aggregate ~~price~~net ofcash ~~properties~~from ~~sold~~operations ~~where~~distributed ~~they~~to ~~acted~~partners asfor asuch ~~broker~~fiscal year. Thereafter, ~~and then~~ the ~~limited~~ general partners will be allocated 8510% of any ~~remaining~~ distributions of ~~distributable~~remaining net ~~proceeds~~cash ~~and~~from ~~the~~operations ~~general~~for ~~partners~~such ~~will~~fiscal ~~receive 15%~~year.

~~Allocation~~All distributions of ~~Profits,~~distributable ~~Gains,~~net proceeds (as defined in the Partnership Agreement) from property dispositions and refinancings will be allocated to the limited partners until each limited ~~Losses:~~partner ~~Profits~~has received an amount equal to a cumulative 7% per annum of the average of the limited partners' adjusted capital value, ~~gains~~less any prior distributions of net cash from operations and distributable net proceeds, and has also received ~~losses~~an ofamount equal to the ~~Partnership~~limited ~~are~~partners' ~~allocated~~adjusted ~~between~~capital value. Thereafter, the general partners receive 1% of the selling price of properties sold where they acted as a broker, and then the limited partners inwill be ~~accordance~~allocated ~~with~~85% ~~the~~of ~~provisions~~any remaining distributions of distributable net proceeds and the ~~Partnership~~general ~~Agreement~~partners will receive 15%.

Allocation of Profits, ~~not~~Gains, ~~including~~and Losses: Profits, gains ~~from property~~and ~~dispositions,~~losses of the Partnership are allocated asbetween ifgeneral ~~they~~and ~~were~~limited ~~distributions~~partners in accordance with the provisions of ~~net~~the ~~cash~~Partnership ~~from operations~~Agreement.

~~Any gain from property dispositions attributable to the excess~~Profits, ifnot ~~any,~~including ofgains ~~the~~from ~~indebtedness relating to a~~ property ~~immediately~~dispositions, ~~prior~~are ~~to the disposition of such property over the Partnership's adjusted basis in the property shall be~~ allocated ~~to each partner having a negative capital account balance, to the extent of such negative balance. The balance of any gain shall be treated on a cumulative basis~~ as if itthey ~~constituted an~~were ~~equivalent~~distributions ~~amount~~ of ~~distributable~~ net ~~proceeds~~cash ~~and shall be allocated to the~~from ~~general partners to the extent that general partners would have received distributable net proceeds in connection therewith; the balance shall be allocated to the limited partners~~operations. ~~However,~~ ~~the interest of the general partners will be equal to at least 1% of each gain at all times during the existence of the Partnership.~~

~~All~~Any ~~losses,~~gain ~~including~~from ~~losses~~property dispositions attributable to ~~property~~ ~~dispositions~~the excess, ~~are~~if ~~allocated~~any, ~~99%~~of the indebtedness relating to a property immediately prior to the ~~limited~~disposition ~~partners~~of ~~and~~such 1%property toover the Partnership's ~~general~~adjusted ~~partners.~~basis ~~Accordingly,~~in ~~net~~the ~~loss~~property asshall ~~shown~~be inallocated to each partner having a negative capital account balance, to the ~~statements~~extent of ~~operations~~such negative balance. The ~~and~~balance ~~changes~~of inany ~~partners'~~gain ~~deficit~~shall ~~for~~be ~~both~~treated ofon ~~the~~a ~~years~~cumulative ~~ended~~basis ~~December~~as ~~31,~~if ~~2008~~it constituted an equivalent amount of distributable net proceeds and ~~2007~~shall ~~were~~be allocated ~~99%~~to the general partners to the ~~limited~~extent that general partners ~~and~~would 1%have toreceived distributable net proceeds in connection therewith; the ~~general~~balance shall be allocated to the limited partners. However, ~~Net~~the ~~loss~~interest ~~per~~of ~~limited~~the ~~partnership~~general partners ~~unit~~will ~~for~~be ~~each~~equal ~~such~~to ~~year~~at ~~was~~least ~~computed as 99~~1% of ~~net~~each ~~loss~~gain ~~divided~~at byall ~~49,995~~times ~~units~~during ~~outstanding~~the existence of the Partnership.

~~Fair~~All ~~Value of Financial Instruments: Statement of Financial Accounting Standards (“SFAS”) No. 107~~losses, ~~"Disclosures~~including ~~about~~losses ~~Fair~~attributable ~~Value~~to ofproperty ~~Financial Instruments"~~dispositions, asare ~~amended~~allocated by99% ~~SFAS~~to ~~No.~~the ~~119,~~limited ~~"Disclosures~~partners ~~about Derivative Financial Instruments~~ and ~~Fair~~1% ~~Value~~to ~~of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in~~ the ~~balance sheet, for which it is practicable to~~ ~~estimate~~general ~~fair value~~partners. ~~Fair~~ ~~value~~Accordingly, isnet ~~defined~~loss ~~in the SFAS~~ as ~~the~~shown ~~amount~~in ~~at which~~ the ~~instruments~~statements ~~could~~of ~~be exchanged in a current transaction between~~operations ~~willing~~and ~~parties,~~changes ~~other than~~ in apartners' ~~forced~~deficit orfor ~~liquidation~~both ~~sale.~~of ~~The Partnership believes that~~ the ~~carrying~~years ~~amounts~~ended ofDecember ~~its~~31, ~~financial instruments (except for long~~2009 ~~term~~and ~~debt)~~2008 ~~approximate~~were ~~their~~allocated ~~fair~~99% ~~values due~~ to the ~~short~~limited ~~term~~partners ~~maturity~~and of1% ~~these instruments.~~to ~~The Partnership estimates~~ the ~~fair value of its long-term debt by~~general ~~discounting~~partners. ~~future~~Net ~~cash~~loss ~~flows~~per ~~using~~limited apartnership ~~discount~~unit ~~rate~~for ~~commensurate~~each ~~with~~such ~~that currently~~year ~~believed~~was ~~to be available to the Partnership for similar term,~~computed ~~long-term~~as ~~debt.~~99% ~~The fair value~~ of ~~the~~net ~~Partnership's~~loss ~~long~~divided ~~term~~by ~~debt~~49,995 atunits ~~the Partnership’s incremental borrowing rate is approximately $37,258,000~~outstanding.

~~Cash~~Fair ~~and~~Value ~~Cash~~of ~~Equivalents~~Financial Instruments: ~~Cash~~FASB ~~and~~ASC ~~cash~~Topic ~~equivalents~~825, ~~include~~“Financial ~~cash~~Instruments”, onrequires ~~hand~~disclosure ~~and~~of fair value information about financial instruments, whether or not recognized in ~~banks~~the balance sheet, for which it is practicable to estimate fair value. AtFair ~~certain~~value ~~times~~is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its ~~cash~~financial ~~deposited~~instruments at(except afor ~~bank~~long-term ~~may~~debt) approximates their fair ~~exceed~~value due to the ~~limit~~short-term onmaturity ~~insured~~of ~~deposits~~these instruments. The ~~Cash~~Partnership ~~balances~~estimates ~~include~~the ~~less~~fair ~~than~~value ~~$1,000~~of ~~and~~its long-term debt by discounting ~~approximately~~future ~~$6,000~~cash atflows ~~December~~using ~~31,~~a ~~2008~~discount ~~and~~rate ~~2007,~~commensurate ~~respectively,~~with that ~~are~~currently ~~maintained~~believed byto anbe ~~affiliated~~available ~~management~~to ~~company~~the onPartnership ~~behalf~~for similar term, long-term debt. At December 31, 2009, the fair value of ~~affiliated~~the ~~entities~~Partnership's long-term indebt ~~cash~~at ~~concentration~~the ~~accounts~~Partnership's incremental borrowing rate was approximately $37,000,000.

~~Depreciation~~Cash and Cash Equivalents: ~~Depreciation~~Cash isand ~~provided~~cash byequivalents ~~the~~include cash on ~~straight-line~~hand ~~method~~and ~~over~~in ~~the~~banks. ~~estimated~~At ~~lives~~certain oftimes, the ~~apartment~~amount ~~property~~of ~~and~~cash deposited at a bank may ~~related~~exceed ~~personal~~the ~~property~~limit on insured deposits. ~~For~~ ~~Federal~~Cash ~~income~~balances ~~tax~~include ~~purposes~~approximately $36,000 ~~the~~and ~~modified accelerated~~less ~~cost~~than ~~recovery~~$1,000 ~~method~~at isDecember ~~used~~31, ~~for~~2009 ~~depreciation of~~and ~~(1)~~2008, ~~real~~respectively, ~~property~~that are ~~additions~~maintained ~~over~~by 27an ~~1/2~~affiliated ~~years~~management ~~and~~company ~~(2)~~on ~~personal~~behalf ~~property~~of affiliated ~~additions~~entities ~~over~~in 5cash ~~years~~concentration accounts.

~~Tenant Security Deposits~~Depreciation: ~~The~~Depreciation ~~Partnership~~is ~~requires~~provided ~~security~~by ~~deposits~~the ~~from~~straight-line ~~lessees~~method ~~for~~over the ~~duration~~estimated lives of the ~~lease~~apartment property and related ~~such~~personal ~~deposits~~property. For ~~are~~Federal ~~included~~income ~~in receivables~~tax ~~and~~purposes, ~~deposits.~~the ~~Deposits~~modified accelerated ~~are~~cost ~~refunded~~recovery ~~when~~method ~~the~~is ~~tenant~~used ~~vacates, provided~~for ~~the~~depreciation ~~tenant~~of ~~has~~(1) ~~not~~real ~~damaged~~property additions ~~the~~over ~~space~~27 1/2 years and is(2) ~~current~~personal onproperty ~~rental~~additions over 5 ~~payments~~years.

~~Leases:~~Tenant ~~The~~Security ~~Partnership~~Deposits: ~~generally leases apartment units for twelve-month terms or less.~~ The Partnership ~~will~~requires ~~offer~~security ~~rental~~deposits ~~concessions during particularly slow months or in response to heavy competition~~ from ~~other~~lessees ~~similar~~for ~~complexes in~~ the ~~area. Rental~~duration ~~income attributable to leases, net~~ of ~~any concessions, is recognized on a straight-line basis over~~ the ~~term~~ ~~of the~~ lease~~. The~~ ~~Partnership~~and ~~evaluates~~such ~~all~~deposits ~~accounts~~are ~~receivable~~included ~~from~~in ~~residents~~receivables and ~~establishes~~deposits. anDeposits ~~allowance,~~are ~~after~~refunded when the ~~application~~tenant ~~of security deposits~~vacates, provided ~~for~~the ~~accounts~~tenant ~~greater~~has ~~than~~not 30damaged ~~days~~the ~~past~~space ~~due~~and onis current ~~tenants~~on ~~and all~~rental ~~receivables due from former tenants~~payments.

~~Investment Property~~Leases: ~~Investment~~The ~~property~~Partnership ~~consists~~generally ofleases ~~one~~ apartment units ~~complex~~for ~~and~~twelve-month isterms ~~stated~~or ~~at cost~~less. The Partnership ~~capitalizes~~will ~~costs~~offer rental ~~incurred~~concessions induring ~~connection~~particularly ~~with~~slow ~~capital~~months ~~expenditure~~or ~~activities,~~in ~~including redevelopment~~response ~~and~~to ~~construction~~heavy ~~projects,~~competition from other ~~tangible~~similar ~~property~~complexes ~~improvements and~~in ~~replacements~~the ~~of existing property components~~area. ~~Costs~~Rental ~~including interest,~~income ~~property~~attributable ~~taxes and operating costs associated with redevelopment and~~to ~~construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with SFAS No. 34~~leases, ~~“Capitalization~~ net of ~~Interest~~any ~~Costs”~~concessions, ~~and~~is ~~SFAS~~recognized ~~No.~~on ~~67,~~a ~~“Accounting~~straight-line ~~for~~basis ~~Costs~~over ~~and~~ the ~~Initial Rental Operations of Real Estate Properties”. Costs incurred~~ interm ~~connection with capital projects are capitalized where the costs~~ of the ~~project~~ ~~exceed $250~~lease. ~~Included~~The inPartnership ~~these~~evaluates ~~capitalized~~all ~~costs~~accounts ~~are~~receivable ~~payroll costs~~from ~~associated~~residents ~~with time spent by site employees in connection with the planning, execution~~ and ~~control~~establishes ofan ~~all capital expenditure activities at the property level. During the years ended December 31~~allowance, ~~2008~~after ~~and 2007,~~ the ~~Partnership capitalized~~application ~~interest~~ of ~~approximately $14~~security deposits,~~000~~ ~~and~~for ~~$143,000,~~accounts ~~respectively, property~~greater ~~taxes~~than of30 ~~approximately~~days ~~$8,000~~past ~~and~~due ~~$52,000,~~on ~~respectively,~~current ~~and~~tenants ~~operating costs of approximately $2,000~~ and ~~$20,000, respectively. Capitalized costs are~~all ~~depreciated~~receivables ~~over~~due ~~the~~from ~~useful~~former ~~life of the asset~~tenants. ~~Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.~~

InInvestment ~~accordance~~Property: ~~with~~Investment ~~SFAS~~property ~~No.~~consists ~~144,~~of ~~“Accounting~~one ~~for~~apartment ~~the~~complex ~~Impairment~~and oris ~~Disposal~~stated ofat ~~Long-Lived~~cost, ~~Assets”~~less accumulated depreciation, unless the carrying amount of the asset is not recoverable. The Partnership ~~records~~capitalizes ~~impairment~~costs ~~losses~~incurred onin ~~long-lived~~connection ~~assets~~with ~~used~~capital inexpenditure ~~operations~~activities, ~~when~~including redevelopment ~~events~~and construction projects, other tangible property improvements and replacements of existing property components. Costs including ~~circumstances~~interest, ~~indicate~~property ~~the~~taxes ~~assets~~and ~~might~~operating becosts ~~impaired~~associated with redevelopment and construction ~~the~~projects ~~undiscounted~~are ~~cash~~capitalized during periods in which redevelopment and ~~flows~~construction ~~estimated~~projects toare bein ~~generated~~progress. byCosts ~~those~~incurred ~~assets~~in connection with capital projects are ~~less~~capitalized ~~than~~where the ~~carrying amounts~~costs of ~~those~~the ~~assets~~project exceed $250. No Included ~~adjustments~~in ~~for~~these ~~impairment~~capitalized ofcosts ~~value~~are ~~were~~payroll costs associated with time spent ~~necessary~~by ~~for~~site employees in connection with the ~~years~~planning, ~~ending~~execution and control of all capital expenditure activities at the property level. During the years ended December 31, 2009 and 2008, the Partnership capitalized interest of approximately $6,000 and ~~2007~~$14,000, respectively, property taxes of approximately $2,000 and $8,000, respectively, and operating costs of approximately $1,000 and $2,000, respectively. Capitalized costs are depreciated over the useful life of the asset. Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.

~~Advertising:~~If ~~The~~events ~~Partnership~~or ~~expenses~~circumstances indicate that the carrying ~~costs~~amount of the property may not be recoverable, the Partnership will ~~advertising~~make asan ~~incurred.~~assessment ~~Advertising~~of ~~costs~~its ~~were~~recoverability ~~approximately~~by ~~$247~~comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows,~~000~~ ~~and~~excluding interest ~~$248~~charges,~~000~~ ~~for~~of the ~~years~~property. If ~~ended~~the ~~December~~carrying ~~31,~~amount ~~2008~~exceeds ~~and~~the ~~2007,~~estimated aggregate ~~respectively~~undiscounted future cash flows, the Partnership would recognize an ~~which~~impairment ~~are~~loss ~~included~~to inthe ~~operating~~extent the carrying amount exceeds ~~expense~~the estimated fair value of the property. No adjustments for impairment of value were necessary for the years ending December 31, 2009 and 2008.

~~Segment Reporting~~Advertising: ~~SFAS~~The ~~No.~~Partnership ~~131,~~expenses ~~"Disclosure~~the ~~about~~costs ~~Segments~~ of anadvertising ~~Enterprise~~as ~~and~~incurred. ~~Related~~Advertising ~~Information"~~costs ~~established~~were ~~standards~~approximately ~~for~~$125,000 ~~the way that public business enterprises report information about operating segments in annual financial statements~~ and ~~requires that those enterprises report selected~~ ~~information~~$247,000 ~~about operating segments in interim financial reports. SFAS No. 131 also established standards~~ for ~~related~~the ~~disclosures~~years ~~about~~ended ~~products~~December ~~and services~~31, ~~geographic~~ ~~areas,~~2009 and ~~major customers. As defined in SFAS No. 131~~2008, ~~the~~respectively, ~~Partnership~~which ~~has~~are ~~only~~included ~~one~~in ~~reportable segment~~operating expense.

~~Recent~~Segment ~~Accounting Pronouncements~~Reporting: ~~In September~~ ~~2006, the Financial Accounting Standards Board (“~~FASB”) ~~issued~~ASC ~~SFAS No.~~Topic ~~157~~280-10, “~~Fair~~Segment ~~Value Measurements~~Reporting”~~. SFAS No. 157 defines fair value as the price~~, ~~that~~established ~~would~~standards befor ~~received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at~~ the ~~measurement~~way ~~date.~~that ~~SFAS~~public ~~No.~~business ~~157~~enterprises ~~applies whenever other standards require~~report ~~assets~~information orabout ~~liabilities~~operating tosegments bein ~~measured~~annual atfinancial ~~fair~~statements ~~value~~ and ~~does not expand the use~~requires ofthat ~~fair~~those ~~value~~enterprises inreport ~~any~~selected ~~new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the~~ information ~~used~~about inoperating ~~developing~~segments ~~fair value estimates. The hierarchy gives the highest priority to quoted prices~~ in ~~active markets and the~~ ~~lowest~~interim ~~priority~~financial ~~to unobservable data, such as the reporting entity’s own data~~reports. ~~SFAS~~ ~~No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. In February 2008, the~~ FASB ~~issued~~ASC ~~FASB~~Topic ~~Staff Position No. FAS 157~~280-2,10 ~~“Effective~~also ~~Date~~established ofstandards ~~FASB Statement No. 157”, which deferred the effective date of SFAS No. 157~~ for ~~all nonrecurring fair value~~ ~~measurements~~related ofdisclosures ~~non-financial~~about ~~assets~~products and ~~non-financial~~services, ~~liabilities~~geographic ~~until fiscal years beginning after November 15~~areas, ~~2008. The~~and ~~provisions of SFAS No~~major customers. ~~157 are~~As ~~applicable~~defined toin ~~recurring~~FASB ~~fair~~ASC ~~value~~Topic ~~measurements of financial assets and liabilities for fiscal years beginning after November 15~~280-10, ~~2007, which for~~ the ~~Partnership~~ ~~is generally limited to annual disclosures required by SFAS No. 107. The~~ Partnership ~~adopted~~has ~~the~~only ~~provisions of SFAS No. 157 effective~~one ~~January~~reportable ~~1, 2008, and at that time determined no transition adjustment was required~~segment.

Note B - Mortgage Note Payable

The principal terms of mortgage note payable is as follows:

	Principal			Monthly			Principal
	Balance At			Payment	Stated		Balance
	December 31,			Including	Interest	Maturity	Due At
Property	~~2008~~2009	~~2007~~2008		Interest	Rate (1)	Date	Maturity
	(in thousands)			(in thousands)			(in thousands)
Baymeadows
Apartments	$38,~~943~~050		$3938,~~794~~943	$ 231	4.87%	09/05/12	$35,445

(1) Fixed rate mortgage.

The mortgage note payable is non-recourse and is secured by a pledge of the apartment property and revenues generated by the property. Further, the property may not be sold subject to existing indebtedness.

The mortgage loan agreement required monthly payments of interest only beginning on October 5, 2005 until September 5, 2007, with the interest rate being 4.87%. From October 5, 2007 through September 5, 2012, the loan agreement requires monthly payments of principal and interest calculated using a 360 month loan amortization period. The mortgage matures on September 5, 2012 at which time the unpaid principal amount and any interest accrued but remaining unpaid becomes due.

Scheduled principal payments of mortgage notes payable subsequent to December 31, ~~2008~~2009 are as follows (in thousands):

2009	$ 893
2010	$ 938
2010	938
2011	984
2012	36,128
Total	$38,~~943~~050

Note C - Income Taxes

The Partnership is classified as a partnership for Federal income tax purposes. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

The following is a reconciliation of reported net loss and Federal taxable loss (in thousands, except per unit data):

	Years Ended December 31,
	2008	2007
	2009	2008
Net loss as reported	$ (87,~~151~~490)	$ (78,~~622~~151)
Add (deduct):
Depreciation differences	~~554~~2,818	~~277~~554
Change in prepaid rental	~~(13)~~14	40(13)
Other	(~~183~~48)	(~~166~~183)
Federal taxable loss	$(74,~~793~~706)	$(7,~~471~~793)
Federal taxable (loss) income per
Federal taxable loss per limited
limited partnership unit	$(45.49)	$129.07
partnership unit	$(54.41)	$(45.49)

For ~~2008~~2009 and ~~2007~~2008, allocations under Internal Revenue Code section 704(b) result in the limited partners being allocated a non-pro rata amount of taxable income or loss.

The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net liabilities (in thousands):

	2008	2007
	2009	2008
Net liabilities as reported	$(2431,~~189~~679)	$(1624,~~038~~189)
Land and buildings	6,~~028~~304	6,~~297~~028
Accumulated depreciation	(119,~~641~~077)	(11,~~950~~641)
Syndication	6,293	6,293
Other	~~597~~541	~~279~~597
Net liabilities – Federal tax basis	$(2227,~~912~~618)	$(1522,~~119~~912)

Note D - Transactions with Affiliated Parties

The Partnership has no employees and depends on the Corporate General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the Corporate General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $~~480~~488,000 and $~~427~~480,000 during the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively, which are included in operating expenses.

An affiliate of the Corporate General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $~~856~~416,000 and $~~581~~856,000 for the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively, which is included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the years ended December 31, ~~2008~~2009 and ~~2007~~2008 are construction management services provided by an affiliate of the Corporate General Partner of approximately $~~686~~327,000 and $~~401~~686,000, respectively. At December 31, ~~2008~~2009 and ~~2007~~2008, the Partnership owed approximately $~~467~~581,000 and $~~275~~467,000, respectively, for ~~accountable~~ accountable administrative expenses, which are included in due to affiliates.

Pursuant to the Partnership Agreement, ~~during the years ended December 31, 2008 and 2007,~~ AIMCO Properties, L.P., an affiliate of the Corporate General Partner, advanced the Partnership approximately $42,~~876~~055,000 and $114,~~487~~876,000 during the years ended December 31, 2009 and 2008, respectively, to fund capital improvements, redevelopment and operations at Baymeadows Apartments. The ~~Interest~~interest rates is charged aton the outstanding advances made to the Partnership range from the prime rate plus 2% (5to a variable rate based on the prime rate plus a market rate adjustment for similar type loans.~~25%~~ Affiliates of the Corporate General Partner review the market rate adjustment quarterly. The interest rates on outstanding advances at December 31, ~~2008)~~2009 ~~and~~ranged ~~interest~~from 5.25% to 9.60%. Interest expense was approximately $1,~~335~~245,000 and $~~923~~1,335,000 for the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively. AtDuring the year ended December 31, 2009, the Partnership repaid approximately $560,000 of advances and accrued interest. There were no such payments during the year ended December 31, 2008. At December 31, 2009 and ~~2007~~December 31, 2008, the total advances and accrued interest due to ~~AIMCO~~ AIMCO Properties, L.P. was approximately $2124,~~697~~437,000 and $1521,~~486~~697,000, respectively, and is included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. ~~Subsequent to December 31, 2008, AIMCO Properties, L.P. advanced approximately $800,000 to the Partnership to fund capital improvements at Baymeadows Apartments.~~

The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Corporate General Partner. During the years ended December 31, ~~2008~~2009 and ~~2007~~2008, the Partnership was charged by AIMCO and its affiliates approximately $~~235~~225,000 and $~~323~~235,000, respectively, for insurance coverage and fees associated with policy claims administration.

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 36,650 limited partnership units (the “Units”) in the Partnership representing 73.31% of the outstanding Units at December 31, ~~2008~~2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 73.31% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.

Note E – Casualty Events

In August 2008, Baymeadows Apartments sustained damages from Tropical Storm Fay. The damages ~~are~~were approximately $~~717~~797,000, including clean up costs of approximately $~~312~~369,000. For the year ended December 31, 2008, the Partnership recognized a loss of approximately $44,000 due to the write off of undepreciated assets of approximately $44,000, as the Partnership ~~does~~did not ~~expect to~~ receive insurance proceeds to cover the damages. ~~For~~During the year ended December 31, ~~2008~~ 2009, ~~this~~the Partnership recognized an additional loss of approximately $2,000, which is reflected as a reduction of casualty gain, ~~and~~due to the write off of undepreciated assets of approximately $2,000. For the year ended December 31, 2009, approximately $57,000 of the clean up costs included above are included in ~~operating~~ operating expenses due to actual costs exceeding estimated costs.

In June 2008, Baymeadows Apartments experienced wind damages from a storm, causing damages of approximately $6686,000. During the year ended December 31, 2008, the Partnership received approximately $20,000 in insurance proceeds. SubsequentThe toPartnership received approximately $66,000 in additional insurance proceedsduring the year ended December 31, 20082009. theThe Partnership receivedrecognized ana additionalcasualty gain of approximately $3676,000 induring insurancethe proceedsandyear doesended notDecember expect31, 2009, due to recordthe areceipt lossof frominsurance thisproceeds eventin 2008 and 2009 net of the write off of undepreciated damaged assets of approximately $10,000.

Note F – Investment Property and Accumulated Depreciation

		Initial Cost
		To Partnership
		(in thousands)
			Buildings	~~Buildings~~Net Cost	~~Net Cost~~
			and Related	~~and Related~~Capitalized	~~Capitalized~~
			Personal	~~Personal~~Subsequent to	~~Subsequent to~~
Description	Encumbrances	Land	Property	~~Property~~Acquisition	~~Acquisition~~
	(in thousands)			(in thousands)	~~(in thousands)~~
Baymeadows Apartments	$38,~~943~~050	$ 1,883	$26,917	$2657,~~917~~008	~~$56,389~~

	Gross Amount At Which Carried
	At December 31, 2008
	At December 31, 2009
	(in thousands)
		Buildings
		And Related
		Personal		Accumulated	Date	Depreciable
Description	Land	Property	Total	Depreciation	Acquired	Life-Years
				(in thousands)
Baymeadows	$ 1,883	$83,~~306~~925	$85,~~189~~808	$4754,~~617~~720	09/30/82	5-36 yrs
Apartments

During the first quarter of 2008, Baymeadows Apartments completed a redevelopment project in order for the property to remain competitive in the Jacksonville area at a total cost of approximately $33,852,000, approximately $696,000 of which was completed during 2008. During the construction period, certain expenses were capitalized and are being depreciated over the remaining life of the related assets. ~~During the year ended December 31, 2007, approximately $143,000 of interest, approximately $52,000 of real estate taxes and approximately $20,000 of other operating costs were capitalized.~~ No such costs were capitalized related to the redevelopment during the year ended December 31, 2008. The project was funded from operations and advances from AIMCO Properties, L.P.

InAs ~~addition,~~part of athe redevelopment project, ~~was approved during~~ the ~~year~~Partnership ~~ended~~replaced ~~December~~roofing ~~31,~~on ~~2005~~certain buildings toat ~~add~~Baymeadows ~~288~~Apartments. The ~~new~~Partnership ~~apartment~~has ~~units~~determined at that the ~~property at~~roofing awork ~~total~~performed ~~estimated~~by ~~cost~~the ofcontractor ~~approximately~~was ~~$26~~defective,~~953,000,~~ offorcing ~~which approximately~~the ~~$254,000~~Partnership ~~was~~to ~~completed~~retain ~~during~~a ~~2005.~~different ~~The~~contractor ~~project~~ to ~~add~~repair the ~~additional~~defective ~~288~~work. ~~units~~As a isresult ~~currently~~of onthe ~~hold~~defective aswork, the ~~Corporate~~Partnership ~~General~~wrote ~~Partner~~off ~~has~~the ~~been~~remaining ~~informed~~net ~~by the~~book ~~city~~value of ~~Jacksonville~~the ~~that~~roofing itof ~~will~~approximately ~~not~~$653,000 ~~allow~~to ~~permits~~depreciation ~~for~~expense ~~new units in the area~~during ~~until litigation that is unrelated to~~ the ~~Partnership~~year ~~and~~ended ~~Baymeadows~~December ~~Apartments is~~31, ~~resolved~~2009. The ItPartnership is ~~expected~~currently ~~that the new construction will be funded by~~pursuing ~~operating~~legal ~~cash~~action ~~flow~~against ~~and~~the ~~advances~~contractor ~~from~~that ~~AIMCO~~installed ~~Properties,~~the Ldefective roofing.P.

~~Reconciliation~~During the year ended December 31, 2005, a project was approved to add 288 new apartment units at the property at a total estimated cost of ~~"Investment~~approximately ~~Property~~$26,953,000 of which approximately $257,000 was incurred as of December 31, 2005. The project to add the additional 288 units was on hold as the Corporate General Partner was informed by the city of Jacksonville that it would not allow permits for new units in the area until litigation that was unrelated to the Partnership and Baymeadows Apartments was ~~Accumulated~~resolved. ~~Depreciation":~~During the fourth quarter of 2009, the Partnership cancelled the proposed project and wrote off approximately $257,000 of costs, which are included in operating expenses.

	Years Ended December 31,
	2008	2007
	(in thousands)
Investment Property
Balance at beginning of year	$ 81,381	$ 69,784
Property improvements	4,136	11,597
Disposal of property	(328)	--
Balance at end of year	$ 85,189	$ 81,381
Accumulated Depreciation
Balance at beginning of year	$ 40,623	$ 34,453
Additions charged to expense	7,239	6,170
Disposal of property	(245)	--
Balance at end of year	$ 47,617	$ 40,623

Reconciliation of "Investment Property and Accumulated Depreciation":

The aggregate cost of the investment properties for Federal income tax purposes at December 31, 2008 and 2007 is approximately $91,217,000 and $87,678,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2008 and 2007 is approximately $59,258,000 and $52,573,000, respectively.

	Years Ended December 31,
	2009	2008
	(in thousands)
Investment Property
Balance at beginning of year	$ 85,189	$ 81,381
Property improvements	1,795	4,136
Disposal of property	(1,176)	(328)
Balance at end of year	$ 85,808	$ 85,189

Accumulated Depreciation
Balance at beginning of year	$ 47,617	$ 40,623
Additions charged to expense	7,357	7,239
Disposal of property	(254)	(245)
Balance at end of year	$ 54,720	$ 47,617

~~Note~~The Gaggregate -cost ~~Contingencies~~of the investment properties for Federal income tax purposes at December 31, 2009 and 2008 is approximately $92,112,000 and $91,217,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2009 and 2008 is approximately $63,797,000 and $59,258,000, respectively.

AsNote ~~previously~~G disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-~~call"~~ (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts will be dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The Corporate General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.Contingencies

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The ~~Partnership~~plaintiffs isalso ~~unaware~~contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of ~~any~~Columbia ~~other~~decertified ~~pending~~the orcollective ~~outstanding~~action. ~~litigation~~In ~~matters~~July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving it652 orplaintiffs and established a framework for resolving the 88 ~~its~~remaining ~~investment~~“on-call” ~~property~~claims ~~that~~and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not ofresolved. aThe parties ~~routine~~have ~~nature~~selected ~~arising~~six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the ~~ordinary~~Defendants received a ~~course~~defense verdict against the first two claimants, and plaintiffs dismissed the claims of ~~business~~the next two claimants. The remaining two arbitrations will take place in April 2010. The Corporate General Partner is uncertain as to the amount of any loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any loss will occur or a potential range of loss.

~~Environmental~~The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.Environmental

~~Mold~~Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Corporate General Partner have implemented policies, procedures, third-party audits and training and the Corporate General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Corporate General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.Mold

~~Note~~The HPartnership -is ~~Fourth~~aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Corporate General Partner have implemented policies, procedures, third-~~Quarter~~party ~~Adjustment~~audits and ~~(unaudited)~~training and the Corporate General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Corporate General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.

~~For~~Item ~~the first three quarters of 2008, the Partnership recorded property tax expense based on its best estimate of the amounts to be paid for Florida property taxes~~9. ~~During~~Changes ~~the~~in ~~fourth quarter of 2008, the Partnership received the 2008 property tax bill. The Partnership adjusted accrued property taxes~~ and ~~associated~~Disagreements ~~property~~with ~~tax~~Accountants ~~expense~~on ~~by approximately~~Accounting ~~$391,000 during the fourth quarter of 2008 to reflect an increase in the assessed value of the property.~~and

~~Item~~Financial ~~9. Changes in and Disagreements with Accountants on Accounting and~~Disclosure

~~Financial Disclosure~~None.

~~None~~Item 9A(T). Controls and Procedures

~~Item 9A~~(Ta). Disclosure Controls and Procedures

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (aas defined in Rules 13a-15(e) ~~Disclosure~~ ~~Controls~~and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Corporate General Partner, who ~~Procedures~~are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

~~The Partnership~~Management’s ~~management,~~Report with the participation of the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on ~~such~~Internal ~~evaluation,~~Control ~~the principal executive~~Over ~~officer~~Financial and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective. Reporting

~~Management~~The Partnership’s ~~Report~~management onis responsible for establishing and maintaining adequate internal control over financial reporting. Internal ~~Control~~control ~~Over~~over financial reporting is defined in Rule ~~Financial~~13a-15(f) ~~Reporting~~and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~The Partnership’s management is responsible~~· ~~for~~pertain ~~establishing~~to ~~and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under~~ the ~~Exchange Act as a process designed by, or~~ ~~under~~maintenance ~~the supervision~~ of, ~~the~~records ~~principal~~that ~~executive~~in ~~and~~reasonable ~~principal~~detail ~~financial officers~~accurately ~~of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer~~ and ~~principal~~fairly ~~financial officer,~~reflect ~~respectively, and effected by~~ the ~~Partnership’s~~transactions ~~management~~ and ~~other~~dispositions ~~personnel to provide reasonable assurance regarding the reliability~~ of ~~financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:~~assets;

· ~~pertain~~provide reasonable assurance that transactions are recorded as necessary to ~~the maintenance~~permit preparation of consolidated ~~records~~financial ~~that~~statements in ~~reasonable~~accordance ~~detail~~with ~~accurately~~generally ~~and~~accepted accounting ~~fairly~~principles, ~~reflect the~~and ~~transactions~~that receipts and ~~dispositions~~expenditures are being made only in accordance with authorizations of ~~assets~~the Partnership’s management; and

· provide reasonable assurance ~~that~~regarding ~~transactions~~prevention ~~are~~or ~~recorded~~timely asdetection ~~necessary~~of tounauthorized ~~permit preparation of~~acquisition, ~~consolidated~~use ~~financial~~or ~~statements~~disposition inof ~~accordance~~assets ~~with generally accepted accounting principles, and~~ that ~~receipts~~could ~~and~~have ~~expenditures~~a ~~are~~material ~~being~~effect ~~made~~on ~~only in accordance with authorizations of~~ the ~~Partnership’s management; and~~financial statements.

~~· provide~~Because ~~reasonable~~of its inherent limitations, internal ~~assurance~~control ~~regarding~~over ~~prevention~~financial reporting may not prevent or ~~timely~~detect ~~detection~~misstatements. Projections of ~~unauthorized~~any ~~acquisition,~~evaluation of effectiveness to future periods are subject to ~~use~~the orrisks ~~disposition~~that controls may become inadequate because of ~~assets~~changes ~~that~~in ~~could~~conditions, or ~~have~~that athe ~~material~~degree ~~effect~~of oncompliance with the ~~financial~~policies or procedures may ~~statements~~deteriorate.

~~Because~~The ofPartnership’s ~~its~~management ~~inherent~~assessed ~~limitations,~~the effectiveness of the Partnership’s internal control over financial reporting ~~may not prevent or detect misstatements.~~as ~~Projections~~ of ~~any~~December ~~evaluation~~31, of2009. In ~~effectiveness~~making tothis ~~future~~assessment, ~~periods~~the ~~are~~Partnership’s management ~~subject~~used to the ~~risks~~criteria ~~that~~set ~~controls~~forth ~~may~~by ~~become~~the ~~inadequate~~Committee ~~because~~ of ~~changes in conditions,~~ orSponsoring ~~that~~Organizations ~~the degree~~ of ~~compliance with~~ the ~~policies~~Treadway orCommission ~~procedures~~(COSO) ~~may~~in Internal ~~deteriorate~~Control-Integrated Framework.

~~The~~Based ~~Partnership’s~~on ~~management~~their ~~assessed~~assessment, the ~~effectiveness~~ ~~of the~~ Partnership’s management ~~internal~~concluded ~~control~~that, ~~over financial reporting~~ as of December 31, ~~2008. In making this assessment~~2009, the Partnership’s ~~management~~ ~~used the criteria set forth by the Committee of~~internal ~~Sponsoring~~control ~~Organizations~~over offinancial ~~the~~reporting ~~Treadway~~is ~~Commission (COSO) in Internal Control-Integrated Framework~~effective.

~~Based~~This onannual ~~their~~report ~~assessment,~~does not include an attestation report of the Partnership’s registered public accounting firm ~~management~~regarding ~~concluded~~internal ~~that,~~control asover offinancial ~~December~~reporting. ~~31,~~Management’s ~~2008,~~report was not subject to the attestation by the Partnership’s ~~internal~~registered public accounting ~~control~~firm ~~over~~pursuant ~~financial~~to ~~reporting~~temporary isrules ~~effective~~of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

~~This~~(b) Changes ~~annual~~in ~~report~~Internal ~~does not include an~~Control ~~attestation~~Over ~~report~~Financial ~~of the Partnership’s registered public accounting firm regarding internal control over financial reporting~~Reporting. Management’s report was not subject to the attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

There has been no change in the Partnership’s internal control over financial reporting (~~b) Changes~~as defined in ~~Internal~~Rules ~~Control~~13a-15(f) and ~~Over~~15d-15(f) ~~Financial~~under ~~Reporting~~the Exchange Act) during the fourth quarter of 2009 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

~~There~~Item ~~has~~9B. ~~been~~Other no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2008 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.Information

~~Item 9B~~None. ~~Other Information~~

~~None.~~ PART III

~~PART~~Item ~~III~~10. Directors, Executive Officers and Corporate Governance

~~Item~~The 10Partnership has no directors or officers. The ~~Directors~~Corporate General Partner is Shelter Realty IV Corporation. The names and ages of, ~~Executive~~as ~~Officers~~well as the position and offices held by, the present director and officers of the Corporate ~~Governance~~General Partner are set forth below. There are no family relationships between or among any directors or officers.

The Partnership has no directors or officers. The Corporate General Partner is Shelter Realty IV Corporation. The names and ages of, as well as the position and offices held by, the present director and officers of the Corporate General Partner are set forth below. There are no family relationships between or among any directors or officers.

Name	Age	Position

Steven D. Cordes	38	Director and Senior Vice President
John Bezzant	47	Director and Senior Vice President
Timothy J. Beaudin	51	President and Chief Operating Officer
Ernest M. Freedman	39	Executive Vice President and Chief Financial Officer
Lisa R. Cohn	41	Executive Vice President, General Counsel and Secretary
Paul Beldin	36	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	48	Senior Director of Partnership Accounting

Name	Age	Position
Steven D. Cordes	37	Director and Senior Vice President
Harry G. Alcock	46	Director and Executive Vice President
Timothy J. Beaudin	50	President and Chief Operating Officer
David R. Robertson	43	President and Chief Financial Officer
Lisa R. Cohn	40	Executive Vice President, General Counsel and Secretary
Patti K. Fielding	45	Executive Vice President – Securities and Debt; Treasurer
Paul Beldin	35	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	47	Vice President

Steven D. Cordes was appointed as a Director of the Corporate General Partner effective March 2, 2009. Mr. Cordes has been a Senior Vice President of the Corporate General Partner and AIMCO since May 2007. Mr. Cordes joined AIMCO in 2001 as a Vice President of Capital Markets with responsibility for AIMCO’s joint ventures and equity capital markets activity. Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers. Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership. Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

~~Steven~~John D.Bezzant ~~Cordes~~ was appointed as a Director of the Corporate General Partner effective ~~March~~December 216, 2009. Mr. ~~Cordes~~Bezzant has been a Senior Vice President of the Corporate General Partner and AIMCO since ~~May 2007. Mr.~~ ~~Cordes~~joining ~~was~~AIMCO ~~appointed~~in ~~Senior~~June ~~Vice~~2006. Prior ~~President~~to –joining ~~Structured~~AIMCO, ~~Equity~~from in2005 ~~May~~to ~~2007.~~ June 2006, Mr. ~~Cordes~~Bezzant ~~joined~~was ~~AIMCO in 2001 as~~ a First Vice President ofat ~~Capital Markets~~Prologis, ~~with~~a ~~responsibility~~Denver, Colorado-based ~~for~~real ~~AIMCO’s~~estate ~~joint~~investment ~~ventures~~trust, and ~~equity~~from ~~capital markets~~1986 ~~activity. Prior~~ to ~~joining AIMCO~~2005, Mr. ~~Cordes~~Bezzant served ~~was~~as aVice ~~manager~~President, inAsset ~~the financial~~Management ~~consulting~~at ~~practice~~Catellus ofDevelopment ~~PricewaterhouseCoopers. Effective March~~Corporation, ~~2009~~a San Francisco, California-based real estate investment trust. Mr. Bezzant ~~Cordes~~brings ~~was~~particular ~~appointed~~expertise to ~~serve~~the asBoard in the ~~equivalent~~areas of ~~the~~real ~~chief executive~~estate ~~officer~~finance, ofproperty ~~the~~operations, ~~Partnership~~sales and development.

~~Harry~~Timothy GJ. ~~Alcock~~Beaudin was appointed asPresident and aChief ~~Director~~ Operating Officer of AIMCO and the Corporate General Partner in February ~~October~~2009. He ~~2004~~joined AIMCO and ~~was~~the ~~appointed~~Corporate ~~Executive~~General Partner as Executive Vice President ofand ~~the~~Chief ~~Corporate~~Development ~~General~~Officer ~~Partner~~ in ~~February~~October ~~2004~~2005 and ~~has been~~was appointed Executive Vice President and Chief Property Operating Officer of the Corporate General Partner and AIMCO ~~since~~in October ~~1999~~2008. Mr. ~~Alcock~~Beaudin ~~has had~~oversees ~~responsibility~~conventional ~~for acquisition~~ and ~~financing~~affordable ~~activities~~property ofoperations, ~~AIMCO~~transactions, ~~since~~asset ~~July 1994~~management, and ~~serving~~redevelopment asand ~~Vice~~construction ~~President~~services ~~from~~for ~~July~~AIMCO ~~1996~~and the Corporate General Partner. Prior to ~~October~~joining ~~1997~~AIMCO and asbeginning ~~Senior Vice~~in ~~President~~1995, ~~from~~Mr. ~~October~~Beaudin ~~1997~~was with toCatellus ~~October~~Development ~~1999~~Corporation. During ~~Mr.~~his ~~Alcock~~last ~~focuses~~five onyears at ~~transactions~~Catellus, ~~related~~Mr. toBeaudin ~~AIMCO’s~~served ~~portfolio~~as ofExecutive ~~properties~~Vice inPresident, ~~the~~with ~~western portion~~management ofresponsibility ~~the~~for ~~United~~development, ~~States~~construction and asset management.

~~Timothy~~Ernest JM. ~~Beaudin~~Freedman was appointed Executive Vice President and Chief ~~Development~~Financial Officer of the Corporate General Partner ~~and~~ and AIMCO in ~~October~~November ~~2005~~2009. Mr. ~~and~~Freedman ~~was~~joined ~~appointed~~AIMCO ~~Executive~~in ~~Vice~~2007 ~~President~~as ~~and Chief~~Senior ~~Property~~Vice ~~Operating~~President ~~Officer~~ of ~~the~~Financial ~~Corporate~~Planning ~~General~~and ~~Partner~~Analysis and ~~AIMCO in October~~has ~~2008. Mr.~~served ~~Beaudin~~as ~~was~~Senior ~~promoted~~Vice to President ~~and Chief Operating Officer~~ of ~~AIMCO~~ inFinance since February 2009., ~~Mr.~~responsible ~~Beaudin oversees conventional and affordable~~for ~~property~~financial ~~operations~~planning, ~~and information technology~~tax, inaccounting ~~addition to redevelopment~~ and ~~construction~~ ~~services. He~~related ~~is also responsible for asset management for conventional properties~~areas. Prior to joining AIMCO ~~and beginning in 1995~~, ~~Mr. Beaudin~~from ~~was~~2004 ~~with~~to ~~Catellus Development Corporation~~2007, ~~a San Francisco, California-based real estate investment trust. During his last five years at Catellus,~~ Mr. ~~Beaudin~~Freedman served as ~~Executive~~chief ~~Vice~~financial ~~President,~~officer ~~with~~of ~~management~~HEI ~~responsibility~~Hotels ~~for development, construction~~ and ~~asset management~~Resorts.

Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the Corporate General Partner and AIMCO in December 2007. From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO. Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel. Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

~~Patti~~Paul K.Beldin ~~Fielding~~joined ~~was~~AIMCO ~~appointed~~in ~~Executive~~May 2008 and has served as Senior Vice President -and ~~Securities~~Chief ~~and~~Accounting ~~Debt~~Officer of ~~the~~AIMCO and the Corporate General Partner ~~in February~~since ~~2004~~that ~~and~~time. Prior ofto joining AIMCO, inMr. Beldin ~~February~~served ~~2003. Ms.~~as ~~Fielding~~controller ~~was~~and ~~appointed Treasurer~~then as chief financial officer of ~~AIMCO~~America ~~and~~First Apartment ~~the~~Investors, ~~Corporate~~Inc., ~~General~~a ~~Partner~~publicly intraded ~~January~~multifamily ~~2005. Ms.~~real estate investment ~~Fielding~~trust, isfrom ~~responsible~~May ~~for~~2005 ~~debt~~to ~~financing~~September ~~and~~2007 when the ~~treasury~~company ~~department.~~ was acquired by Sentinel MsReal Estate Corporation. Prior ~~Fielding~~to ~~previously~~joining ~~served~~America asFirst ~~Senior~~Apartment Investors, ~~Vice~~Inc., ~~President~~Mr. -Beldin ~~Securities~~was a senior manager at Deloitte and ~~Debt~~Touche ofLLP, ~~AIMCO~~where he was employed from ~~January~~August ~~2000~~1996 to ~~February~~May ~~2003. Ms.~~2005, ~~Fielding~~including ~~joined~~two ~~AIMCO~~years inas an ~~February~~audit ~~1997~~manager asin aSEC ~~Vice~~services ~~President~~at Deloitte’s national office.

~~David~~Stephen RB. ~~Robertson~~Waters was appointed ~~President~~Senior ~~and~~Director ~~Chief~~of ~~Investment~~Partnership ~~Officer~~Accounting of AIMCO inand ~~February~~the ~~2009,~~Corporate ~~and~~General onPartner ~~March~~in June 1, 2009,. Mr. ~~he also~~Waters ~~became~~has ~~Chief~~responsibility ~~Financial~~for ~~Officer~~partnership ofaccounting with AIMCO and serves as the principal financial officer of the Corporate General Partner. Mr. ~~Robertson~~Waters joined AIMCO as ~~Executive~~a ~~Vice~~Director ~~President~~of inReal Estate Accounting ~~February~~in ~~2002~~September 1999 and ~~has~~was ~~served~~appointed asVice ~~Chief~~President ~~Investment~~of ~~Officer~~the ~~since~~Corporate ~~March 2007.~~ General InPartner ~~addition~~and ~~to serving as~~ AIMCO’s ~~chief~~in ~~financial~~April ~~officer, Mr~~2004. Prior ~~Robertson~~to ~~is responsible~~joining ~~for portfolio strategy~~AIMCO, ~~capital allocation, investments, joint ventures, asset management and transaction activities. Since February 1996,~~ Mr. ~~Robertson~~Waters ~~has~~was ~~served as Chairman of Robeks Corporation,~~ a ~~150-unit~~ ~~privately~~senior ~~held~~manager ~~chain~~at ofErnst ~~specialty~~& ~~food~~Young ~~stores that he founded~~LLP.

~~Paul~~The ~~Beldin~~Registrant ~~was~~is ~~appointed~~not ~~Senior~~aware ~~Vice President and Chief Accounting Officer~~ of ~~AIMCO and~~ the ~~Corporate General~~ ~~Partner~~involvement in ~~May~~any ~~2008. Mr.~~legal ~~Beldin~~proceedings ~~joined~~with ~~AIMCO~~respect ~~in May 2008. Prior~~ to ~~that,~~ Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the ~~company~~directors ~~was acquired by Sentinel Real Estate Corporation. Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte~~ and ~~Touche~~ ~~LLP, where he was employed from August 1996 to May 2005, including two~~executive ~~years~~officers aslisted ~~an audit manager~~ in ~~SEC~~this ~~services~~Item ~~at Deloitte’s national office~~10.

~~Stephen~~One B.or ~~Waters~~more ~~was~~of ~~appointed~~the ~~Vice~~above persons are also ~~President~~directors and/or officers of ~~the~~a ~~Corporate~~general ~~General~~partner ~~Partner~~(or ~~and~~general ~~AIMCO~~partner inof ~~April~~a ~~2004. Mr.~~general ~~Waters~~partner) ~~previously~~of ~~served~~limited aspartnerships which either have a ~~Director~~class of ~~Real~~securities registered ~~Estate~~pursuant ~~Accounting~~to ~~since~~Section ~~joining~~12(g) of the Securities Exchange Act of 1934, or ~~AIMCO~~are insubject ~~September~~to ~~1999. Mr.~~the ~~Waters~~reporting ~~has~~requirements ~~responsibility~~of ~~for~~Section ~~partnership~~15(d) of such Act. Further, ~~accounting~~one ~~with~~or ~~AIMCO~~more of the above persons are also officers of Apartment Investment and Management ~~serves~~Company asand the ~~principal~~general ~~financial~~partner ~~officer~~of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the ~~Corporate~~Securities ~~General~~Exchange ~~Partner~~Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.

~~One~~The orboard ~~more~~ of ~~the above persons are also~~ directors ~~and/or officers~~ of athe ~~general partner (or general partner of a general~~Corporate ~~partner)~~General ofPartner ~~limited~~does ~~partnerships~~not ~~which either~~ have a ~~class~~separate ofaudit ~~securities registered~~committee. ~~pursuant~~As ~~to Section 12(g) of the Securities Exchange Act of 1934~~such, ~~or are subject to~~ the ~~reporting~~board ~~requirements~~ of ~~Section 15(d) of such Act. Further,~~ ~~one~~directors ~~or more~~ of the ~~above~~Corporate ~~persons~~General ~~are~~Partner ~~also~~fulfills ~~officers of Apartment Investment and Management Company and~~ the ~~general~~functions ~~partner~~ of ~~AIMCO~~an ~~Properties, L~~audit committee.~~P.,~~ ~~entities that~~The ~~have~~board ~~a class~~ of ~~securities~~directors ~~registered~~has ~~pursuant~~determined tothat ~~Section~~Steven ~~12(g)~~D. ofCordes meets the ~~Securities~~requirement ~~Exchange Act~~ of ~~1934,~~an or"audit ~~are~~committee ~~subject~~financial ~~to the reporting requirements of Section 15 (d) of such Act~~expert".

The ~~board~~directors ofand ~~directors~~officers of the Corporate General Partner ~~does~~with ~~not~~authority ~~have~~over athe ~~separate~~Partnership ~~audit~~are ~~committee.~~all Asemployees ~~such, the board~~ of ~~directors~~subsidiaries of ~~the~~AIMCO. ~~Corporate~~AIMCO ~~General~~has ~~Partner~~adopted ~~fulfills~~a ~~the~~code ~~functions~~ of anethics ~~audit committee.~~that ~~The~~applies ~~board~~to of such directors ~~has~~and ~~determined~~officers that ~~Steven~~is D.posted ~~Cordes~~on ~~meets~~AIMCO's ~~the~~website (www.AIMCO.com). ~~requirement~~AIMCO's ofwebsite anis ~~"audit~~not ~~committee~~incorporated ~~financial~~by ~~expert"~~reference to this filing.

~~The~~Item ~~directors and officers of the Corporate General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO~~11. ~~AIMCO~~Executive ~~has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.~~Compensation

~~Item~~None ~~11.~~of ~~Executive~~the ~~Compensation~~directors and officers of the Corporate General Partner received any remuneration from the Partnership during the year ended December 31, 2009.

~~None~~Item of12. ~~the~~Security ~~directors~~Ownership ~~and officers~~ of ~~the Corporate~~Certain ~~General~~Beneficial ~~Partner~~Owners ~~received~~and ~~any~~Management ~~remuneration~~and ~~from~~Related ~~the~~Stockholder ~~Partnership during the year ended December 31, 2008.~~Matters

~~Item~~Except ~~12.~~as ~~Security~~noted ~~Ownership~~below, no person or entity was known by the Partnership to be the beneficial owner of ~~Certain~~more ~~Beneficial~~than ~~Owners~~5% ~~and~~of ~~Management~~the Limited ~~and~~Partnership ~~Related~~Units ~~Stockholder~~of ~~Matters~~the Partnership as of December 31, 2009.

Except as noted below, no person or entity was known by the Partnership to be the beneficial owner of more than 5% of the Limited Partnership Units of the Partnership as of December 31, 2008.

Entity	Number of Units	Percentage
CooperRiverProperties, LLC
(an affiliate of AIMCO)	3,685	7.37%
AIMCO IPLP, L.P.
(an affiliate of AIMCO)	16,052	32.11%
AIMCO Properties, L.P.
(an affiliate of AIMCO)	16,913	33.83%

Entity	Number of Units	Percentage
CooperRiverProperties, LLC
(an affiliate of AIMCO)	3,685	7.37%
AIMCO IPLP, L.P.
(an affiliate of AIMCO)	16,052	32.11%
AIMCO Properties, L.P.
(an affiliate of AIMCO)	16,913	33.83%

Cooper River Properties, LLC and AIMCO IPLP, L.P. are indirectly ultimately owned by AIMCO. Their business addresses are 55 Beattie Place, Greenville, South Carolina 29601.

~~Cooper~~AIMCO ~~River~~ Properties, ~~LLC and AIMCO IPLP,~~ L.P. ~~are~~is indirectly ultimately owned by AIMCO. Its business ~~addresses~~address ~~are~~is 554582 S. Ulster St. Parkway, ~~Beattie~~Suite ~~Place~~1100, ~~Greenville~~Denver, ~~South~~Colorado ~~Carolina 29602~~80237.

~~AIMCO~~No ~~Properties,~~director ~~L.P.~~or isofficer ~~indirectly~~of the Corporate ~~ultimately~~General ~~owned~~Partner byowns ~~AIMCO~~any Units. ~~Its~~The ~~business~~Corporate ~~address~~General isPartner ~~4582~~owns S.100 ~~Ulster~~Units ~~St. Parkway,~~as ~~Suite~~required ~~1100,~~by ~~Denver,~~the ~~Colorado~~terms ~~80237~~of the Partnership Agreement governing the Partnership.

~~Item~~The ~~13.~~Partnership ~~Certain~~has ~~Relationships~~no employees and ~~Related~~depends on ~~Transactions,~~the Corporate General Partner and ~~Director~~its ~~Independence~~affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

~~The~~Affiliates ~~Partnership~~of ~~has no employees and depends on~~ the Corporate General Partner receive ~~and~~5% ~~its~~of ~~affiliates~~gross ~~for~~receipts from the ~~management~~Partnership's ~~and administration~~property ofas ~~all~~compensation ~~Partnership~~for providing ~~activities~~property management services. The Partnership ~~Agreement~~paid ~~provides~~to such affiliates ~~for~~approximately ~~certain~~$488,000 ~~payments~~and to$480,000 ~~affiliates~~during ~~for~~the ~~services~~years ~~and~~ended ~~reimbursement~~December of31, ~~certain~~2009 and ~~expenses~~2008, ~~incurred~~respectively, bywhich ~~affiliates~~are included in operating expenses on ~~behalf~~the statements of ~~the~~operations ~~Partnership~~included in “Item 8. Financial Statements and Supplementary Data”.

~~Affiliates~~An affiliate of the Corporate General Partner ~~receive~~charged 5%the Partnership for reimbursement of ~~gross~~accountable ~~receipts~~administrative ~~from~~expenses amounting ~~the~~to ~~Partnership's~~approximately ~~property~~$416,000 asand ~~compensation~~$856,000 for the years ended December ~~providing~~31, 2009 and 2008, respectively, which is included in general and administrative expenses and investment property ~~management~~on ~~services~~the financial statements included in “Item 8. Financial Statements and Supplementary Data”. The ~~Partnership~~portion ~~paid~~of tothese reimbursements ~~such~~included ~~affiliates~~in investment property for the years ended December 31, 2009 and 2008 are construction management services provided by an affiliate of the Corporate General Partner of approximately $~~480~~327,000 and $~~427~~686,000, respectively. At ~~during the years ended~~ December 31, ~~2008~~2009 and 2008, the Partnership owed ~~2007~~approximately $581,000 and $467,000, respectively, for accountable administrative expenses, which are included in ~~operating~~due ~~expenses~~to affiliates on the ~~statements~~balance ofsheets ~~operations~~ included in “Item 8. Financial Statements and Supplementary Data”.

AnPursuant ~~affiliate~~to of the Partnership ~~Corporate~~Agreement, ~~General~~AIMCO ~~Partner charged~~Properties, ~~the~~L.P., ~~Partnership~~an ~~for~~affiliate ~~reimbursement~~ of ~~accountable~~the ~~administrative expenses~~Corporate ~~amounting~~General toPartner, advanced the Partnership approximately $~~856~~2,055,000 and $~~581~~4,876,000 ~~for~~during the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively, ~~which~~to fund iscapital ~~included~~improvements, inredevelopment ~~general~~ and ~~administrative~~operations at ~~expenses~~Baymeadows ~~and~~Apartments. The interest ~~investment~~rates ~~property~~charged on the ~~financial~~outstanding ~~statements~~advances ~~included~~made into ~~“Item~~the Partnership range 8.from ~~Financial~~the ~~Statements~~prime ~~and~~rate ~~Supplementary~~plus ~~Data”~~2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the Corporate General Partner review the market rate adjustment quarterly. The ~~portion~~interest rates ofon ~~these~~outstanding advances at December 31, 2009 ranged from 5.25% to ~~reimbursements~~9.60%. Interest ~~included~~expense inwas approximately ~~investment~~$1,245,000 ~~property~~and $1,335,000 for the years ended December 31, ~~2008~~ 2009 and ~~2007~~2008, ~~are~~respectively. ~~construction~~During ~~management~~the ~~services~~year ~~provided~~ended byDecember an31, ~~affiliate~~2009, of the ~~Corporate~~Partnership repaid ~~General Partner of~~ approximately $~~686~~560,000 of advances and ~~$401,000,~~accrued interest. There were no ~~respectively~~such payments during the year ended December 31, 2008. At December 31, ~~2008~~2009 and December ~~2007~~31, 2008, the ~~Partnership~~total ~~owed~~advances and accrued interest due to AIMCO Properties, L.P. was approximately $~~467~~24,437,000 and $~~275~~21,697,000, respectively, and ~~for~~is ~~accountable administrative expenses, which are~~ included in due to affiliates on the balance sheets included in “Item 8. Financial Statements and Supplementary Data”. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

~~Pursuant~~The ~~to the~~ Partnership ~~Agreement,~~insures ~~during the~~its ~~years~~property ~~ended~~up ~~December~~to certain ~~31,~~limits ~~2008~~through ~~and~~coverage ~~2007,~~provided by AIMCO ~~Properties,~~which ~~L.P.,~~is ~~an affiliate~~generally ofself-insured ~~the~~for ~~Corporate~~a ~~General~~portion ~~Partner,~~of ~~advanced~~losses ~~the~~and ~~Partnership~~liabilities ~~approximately~~related to workers’ $4compensation,~~876,000~~ ~~and~~property ~~$11~~casualty,~~487,000,~~ ~~respectively,~~general toliability ~~fund redevelopment~~ and ~~operations at~~vehicle ~~Baymeadows Apartments~~liability. ~~Interest~~The Partnership isinsures ~~charged~~its atproperty above the ~~prime~~AIMCO ~~rate~~limits ~~plus~~through ~~2% (5.25%~~insurance atpolicies ~~December~~obtained ~~31,~~by ~~2008)~~AIMCO ~~and~~from ~~interest~~insurers ~~expense~~unaffiliated ~~was~~with ~~approximately~~the ~~$1,335,000~~Corporate ~~and~~General ~~$923,000~~Partner. ~~for~~During the years ended December 31, ~~2007~~2009 and ~~2006~~2008, ~~respectively. At December 31, 2008 and 2007~~ the ~~total~~Partnership ~~advances~~was charged ~~and~~by ~~accrued interest due to~~ AIMCO ~~Properties,~~ ~~L.P.~~and ~~was~~its affiliates approximately $21225,~~697,~~000 and $15235,~~486,~~000, respectively, ~~and~~ isfor ~~included~~insurance incoverage ~~due to affiliates on the balance sheets included in “Item 8. Financial Statements~~ and ~~Supplementary~~fees ~~Data”.~~associated The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with ~~the~~policy ~~Securities and Exchange Commission.~~claims ~~Subsequent to December 31, 2008, AIMCO Properties, L~~administration.~~P. advanced approximately $800,000 to the Partnership to fund capital improvements at Baymeadows Apartments.~~

~~The~~In addition to its indirect ownership of the general partner interest in the Partnership, ~~insures~~AIMCO and its ~~property~~affiliates upowned 36,650 toUnits in the Partnership representing 73.31% of the outstanding Units at ~~certain~~December ~~limits~~31, ~~through~~2009. ~~coverage~~A ~~provided~~number of these Units were acquired pursuant to tender offers made by AIMCO ~~which~~or its affiliates. It is ~~generally~~possible that AIMCO or its ~~self-insured~~affiliates will acquire additional Units in exchange for acash ~~portion~~or a combination of ~~losses~~cash and ~~liabilities~~units ~~related~~in toAIMCO ~~workers’ compensation~~Properties, ~~property~~L.P., ~~casualty~~the operating partnership of AIMCO, either ~~general~~through ~~liability~~private ~~and~~purchases ~~vehicle~~or ~~liability~~tender offers. ~~The~~ Pursuant to the Partnership Agreement, ~~insures~~Unit ~~its~~holders ~~property~~holding ~~above~~a majority of the ~~AIMCO~~Units ~~limits~~are ~~through~~entitled ~~insurance~~to take ~~policies~~action ~~obtained~~with byrespect ~~AIMCO~~to ~~from~~a ~~insurers~~variety ~~unaffiliated~~of ~~with~~matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. ~~During~~As ~~the~~a ~~years~~result ~~ended~~of ~~December~~its ownership of 73.31% of the outstanding Units, ~~2008~~AIMCO and ~~2007,~~its affiliates are in a position to control all such voting decisions with respect to the Partnership. ~~was~~Although the Corporate ~~charged~~General byPartner ~~AIMCO~~owes ~~and~~fiduciary ~~its~~duties ~~affiliates~~to ~~approximately~~the ~~$235~~limited partners of the Partnership,~~000~~ ~~and~~the ~~$323~~Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result,~~000,~~ the duties of the Corporate General ~~respectively~~Partner, ~~for~~as ~~insurance~~corporate ~~coverage~~general partner, to the Partnership and ~~fees~~its ~~associated~~limited partners may come into conflict with ~~policy~~the ~~claims~~duties of the Corporate General Partner ~~administration~~to AIMCO as its sole stockholder.

InNeither ~~addition to its indirect ownership~~ of the ~~general~~ partner interest in the Partnership, AIMCO and its affiliates owned 36,650 Units in the Partnership representing 73.31% of the outstanding Units at December 31, 2008. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner~~. As a result of its ownership of 73.31% of~~'s ~~the~~directors ~~outstanding~~is ~~Units,~~independent ~~AIMCO~~under ~~and its affiliates are in a position to control all such voting decisions with respect to~~ the ~~Partnership.~~independence ~~Although~~standards ~~the~~established ~~Corporate General~~for ~~Partner owes fiduciary duties to the limited partners of the~~New ~~Partnership,~~York ~~the~~Stock ~~Corporate~~Exchange ~~General~~listed ~~Partner~~companies ~~also owes fiduciary duties to AIMCO~~ as ~~its~~both ~~sole~~directors ~~stockholder.~~are Asemployed aby ~~result,~~ the ~~duties of the Corporate General~~ ~~Partner,~~parent ~~as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties~~ of the Corporate General Partner ~~to AIMCO as its sole stockholder~~.

~~Neither~~Item of14. ~~the~~Principal ~~Corporate~~Accounting ~~General~~Fees ~~Partner's directors~~and ~~is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the Corporate General Partner.~~Services

~~Item~~The 14Corporate General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2010. The ~~Principal~~aggregate ~~Accounting~~fees ~~Fees~~billed for services rendered by Ernst & Young LLP for 2009 and ~~Services~~2008 are described below.

~~The~~Audit Fees. Fees ~~Corporate~~for ~~General Partner has reappointed~~audit ~~Ernst~~services &totaled ~~Young~~approximately ~~LLP~~$38,000 asand ~~independent~~$45,000 ~~auditors~~for to2009 ~~audit~~and ~~the financial statements~~2008, ofrespectively. Fees ~~the~~for ~~Partnership~~audit ~~for~~services ~~2009. The~~also ~~aggregate~~include fees ~~billed~~ for ~~services~~the ~~rendered~~reviews byof ~~Ernst~~the &Partnership's ~~Young~~Quarterly ~~LLP~~Reports ~~for~~on ~~2008~~Form ~~and 2007 are described below~~10-Q.

~~Audit~~Tax Fees. Fees for ~~audit~~tax services totaled approximately $456,000 ~~and $38,000~~ for ~~2008~~both 2009 and ~~2007, respectively~~2008. ~~Fees for audit services also include fees for the reviews of the Partnership's Quarterly Reports on Form 10-Q.~~

TaxPART Fees. Fees for tax services totaled approximately $6,000 and $16,000 for 2008 and 2007, respectively. IV

~~PART~~Item IV15. Exhibits, Financial Statement Schedules

~~Item~~(a) The ~~15.~~following ~~Exhibits,~~financial statements ~~Financial~~of ~~Statement~~the ~~Schedules~~Registrant are included in Item 8:

~~(a) The~~Balance ~~following~~Sheets ~~financial statements~~at ofDecember ~~the~~31, ~~Registrant~~2009 ~~are included in Item 8:~~and 2008.

~~Balance~~Statements ~~Sheets~~of atOperations for the years ended December 31, ~~2008~~2009 and ~~2007~~ 2008.

Statements of ~~Operations~~Change ~~for~~in Partners’ Deficit for the years ended December 31, ~~2008~~2009 and ~~2007~~2008.

Statements of ~~Change~~Cash inFlows ~~Partners’ Deficit~~ for the years ended December 31, ~~2008~~2009 and ~~2007~~2008.

~~Statements~~Notes ofto ~~Cash~~Financial ~~Flows for the years ended December 31, 2008 and 2007~~Statements.

~~Notes~~Schedules toare ~~Financial~~omitted ~~Statements~~for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

~~Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.~~ (b)Exhibits:

~~(b)Exhibits:~~See Exhibit index.

~~See~~The ~~Exhibit~~agreements ~~index~~included as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as ~~SIGNATURES~~categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

~~Pursuant~~have tobeen ~~the~~qualified ~~requirements~~by ofdisclosures ~~Section 13 or~~that ~~15(d)~~were ofmade to the ~~Securities~~other ~~Exchange~~party ~~Act~~in ofconnection ~~1934,~~with the ~~registrant~~negotiation ~~has~~of ~~duly caused~~the ~~this~~applicable ~~report~~agreement, towhich bedisclosures ~~signed~~are onnot ~~its~~necessarily ~~behalf~~reflected byin the ~~undersigned, thereunto duly~~ ~~authorized.~~agreement;

~~SHELTER~~may ~~PROPERTIES~~apply IVstandards ~~By:~~of ~~Shelter~~materiality ~~Realty~~in IVa ~~Corporation~~way that ~~Corporate~~is ~~General~~different ~~Partner~~from ~~By:~~what ~~/s/Steven~~may D.be ~~Cordes~~viewed ~~Steven~~as D.material ~~Cordes~~to ~~Senior~~an ~~Vice~~investor; and ~~President By: /s/Stephen B. Waters Stephen B. Waters Vice President Date: March 23, 2009~~

~~Pursuant~~were tomade ~~the~~only ~~requirements~~as of ~~Securities Exchange~~the ~~Act~~date of ~~1934,~~the applicable ~~this~~agreement ~~report~~or ~~has~~such ~~been~~other ~~signed~~date ~~below~~or bydates ~~the~~as ~~following~~may ~~persons on~~be ~~behalf~~specified ofin the agreement ~~registrant~~ and inare ~~the~~subject ~~capacities~~to ~~and~~more onrecent ~~the dates indicated~~developments.

/s/Harry G. Alcock	Director and Executive	Date: March 23, 2009
Harry G. Alcock	Vice President
/s/Steven D. Cordes	Director and Senior	Date: March 23, 2009
Steven D. Cordes	Vice President
/s/Stephen B. Waters	Vice President	Date: March 23, 2009
Stephen B. Waters

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

~~SHELTER PROPERTIES IV~~ SIGNATURES

~~EXHIBIT~~Pursuant ~~INDEX~~to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Exhibit Description~~SHELTER PROPERTIES IV By: Shelter Realty IV Corporation Corporate General Partner By: /s/Steven D. Cordes Steven D. Cordes Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters Senior Director of ~~Exhibit~~ Partnership Accounting Date: March 29, 2010

3 Pursuant to the requirements of Securities ~~See~~Exchange ~~Exhibit~~Act ~~4(a)~~of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

4 (a) Amended and Restated Certificate and Agreement of Limited Partnership (included as Exhibit A to the Prospectus of Registrant dated June 8, 1982 contained in Amendment No. 1 to Registration Statement No. 2-77217, of Registrant filed June 8, 1982 (the "Prospectus") and incorporated herein by reference).

/s/John Bezzant	Director and Senior	Date: March 29, 2010
John Bezzant	Vice President

/s/Steven D. Cordes	Director and Senior	Date: March 29, 2010
Steven D. Cordes	Vice President

/s/Stephen B. Waters	Senior Director	Date: March 29, 2010
Stephen B. Waters	of Partnership Accounting

(b) SubscriptionSHELTER AgreementPROPERTIES and Signature Page (included as Exhibit 8 to the Prospectus and incorporated herein by reference).IV

10(i) ContractsEXHIBIT related to acquisition of property:INDEX

~~(a) Real Estate Sales Agreement dated May 5, 1982, First Modification to Real Estate Agreement dated June 18, 1982 (filed as~~ Exhibit ~~12(b)~~ Description ~~to Amendment No. 1 to Registration Statement No. 2-77217~~ of ~~Registrant~~ filed June 8, 1982 and incorporated herein by reference) and Second Modification to Real Estate Sales Agreement dated September 30, 1982 between Baymeadows Associates and U.S. Shelter Corporation to purchase Baymeadows Apartments (filed as Exhibit ~~10(a) to Form 10-K of Registrant dated January 26, 1983 and incorporated herein by reference).~~

~~10(iii) Contracts~~3 ~~related~~See toExhibit ~~refinancing of debt:~~4(a)

4 (na) ~~Additional~~Amended ~~Mortgage~~and ~~Note,~~Restated ~~dated~~Certificate ~~August~~and ~~22,~~Agreement ~~2005~~of ~~between~~Limited ~~Shelter~~Partnership (included ~~Properties~~as ~~IV,~~Exhibit ~~L.P.,~~A ato ~~South~~the ~~Carolina~~Prospectus ~~limited~~of ~~partnership~~Registrant ~~and~~dated ~~Allstate~~June ~~Life Insurance Company~~8, an1982 ~~Illinois~~contained ~~corporation for Baymeadows Apartments (Filed as~~in ~~Exhibit~~Amendment ~~10(n)~~No. 1 to ~~Current~~Registration ~~Report~~Statement onNo. ~~Form 8~~2-K77217, of Registrant ~~dated~~filed ~~August 22~~June 8, ~~2005~~ 1982 (the "Prospectus") and incorporated herein by reference).

(ob) ~~Modification,~~ Subscription ~~Restatement~~Agreement and ~~Consolidation~~Signature ofPage ~~Notes dated August 22, 2005 between Shelter Properties IV, L.P. and Allstate Life Insurance Company~~ (~~Filed~~ included as Exhibit ~~10(o)~~ 8 to ~~Current~~the ~~Report~~Prospectus ~~on Form 8-K of Registrant dated August 22, 2005~~ and incorporated herein by reference).

10(pi) ~~Second~~Contracts ~~Consolidated,~~related Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, dated August 22, 2005, between Shelter Properties IV, L.P. and Allstate Life Insurance Company (Filed as Exhibit 10(p) to ~~Current~~acquisition ~~Report on Form 8-K~~ of ~~Registrant dated August 22, 2005 and incorporated herein by reference).~~property:

(qa) Real Estate Sales Agreement dated May 5, 1982, First ~~Nonrecourse~~Modification ~~Exception~~to ~~Indemnity~~Real Estate Agreement dated ~~August~~June 2218, ~~2005~~1982 by(filed ~~AIMCO~~as Exhibit ~~Properties,~~12(b) Lto Amendment No.P 1 to Registration Statement No. 2-77217 of Registrant filed June 8, ~~for~~1982 ~~the~~and ~~benefit~~incorporated ofherein ~~Allstate~~by ~~Life~~reference) ~~Insurance~~and ~~Company~~Second ~~(Filed~~Modification to asReal Estate Sales Agreement dated September 30, 1982 between Baymeadows Associates and U.S. Shelter Corporation to purchase Baymeadows Apartments (filed as Exhibit 10(qa) to ~~Current Report on~~ Form 810-K of Registrant dated ~~August~~January 2226, ~~2005 and~~1983 and incorporated herein by reference).

~~31.1 Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14~~10(aiii)~~/15d-14(a),~~ Contracts related ~~as Adopted Pursuant~~ to ~~Section~~refinancing ~~302~~ of ~~the~~ ~~Sarbanes-Oxley Act of 2002.~~debt:

~~31.2~~ (n) Additional Mortgage Note, dated ~~Certification~~August of22, ~~equivalent~~2005 ofbetween ~~Chief~~Shelter ~~Financial~~Properties ~~Officer~~IV, ~~pursuant~~L.P., toa ~~Securities~~South Carolina limited ~~Exchange~~partnership ~~Act~~and ~~Rules~~Allstate ~~13a-14(a)/15d-14(a)~~Life Insurance Company, an Illinois corporation for Baymeadows Apartments (Filed as ~~Adopted~~Exhibit ~~Pursuant~~10(n) to ~~Section~~Current ~~302~~Report on Form 8-K of ~~the~~Registrant ~~Sarbanes-Oxley~~dated ~~Act~~August of22, ~~2002~~2005 and incorporated herein by reference).

~~32.1 Certification~~(o) Modification, ofRestatement ~~the~~and Consolidation ~~equivalent~~ of ~~the~~Notes ~~Chief~~dated ~~Executive~~August ~~Officer~~22, ~~and~~2005 ~~Chief Financial~~between ~~Officer~~Shelter ~~pursuant~~Properties toIV, ~~18 U~~L.SP.C. and ~~Section~~Allstate ~~1350,~~Life Insurance Company (Filed as ~~Adopted~~Exhibit ~~Pursuant~~10(o) to Current Report on ~~Section~~Form ~~906~~8-K of ~~the~~Registrant ~~Sarbanes-Oxley~~dated ~~Act~~August of22, ~~2002~~2005 and incorporated herein by reference).

(p) Second Consolidated, Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, dated August 22, 2005, between Shelter Properties IV, L.P. and Allstate Life Insurance Company (Filed as Exhibit 10(p) to Current Report on Form 8-K of Registrant dated August 22, 2005 and incorporated herein by reference).

(q) Nonrecourse Exception Indemnity Agreement dated August 22, 2005 by AIMCO Properties, L.P., for the benefit of Allstate Life Insurance Company (Filed as Exhibit 10(q) to Current Report on Form 8-K of Registrant dated August 22, 2005 and incorporated herein by reference).

31.1 Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filing Compare · SHELTER PROPERTIES IV LIMITED PARTNERSHIP