AMENDMENT TO PARTNERSHIP AGREEMENT

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                                                                  EXHIBIT 3.4(d)

          AMENDMENT TO PARTNERSHIP AGREEMENT AND AMENDED AND RESTATED

                       CERTIFICATE OF LIMITED PARTNERSHIP

     AMENDMENT TO PARTNERSHIP AGREEMENT AND AMENDED AND RESTATED CERTIFICATE OF

LIMITED PARTNERSHIP (this "Amendment") of National Property Investors 5, a

California limited partnership (the "Partnership"), dated October 19, 2004.

                                    RECITALS

     A. The business of the Partnership is governed by that certain Partnership

Agreement dated July 15, 1981, as amended from time to time ("Partnership

Agreement"), and that certain Amended and Restated Certificate of Limited

Partnership dated November 15, 1981, as amended from time to time ("Partnership

Certificate").

     B. Pursuant to Section 16 of the Partnership Agreement and Section 13 of

the Partnership Certificate, consent of a majority of the limited partners of

the Partnership is required to amend both