SHELTER PROPERTIES IV LIMITED PARTNERSHIP, 10KSB, 1999-02-01

SHELTER PROPERTIES IV LIMITED PARTNERSHIP
10KSB, 1999-02-01
REAL ESTATE

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FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
(As last amended by 34-31905, eff. 4/26/93)

[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 [No Fee Required]

For the fiscal year ended October 31, 1998
or

[ ] Transition Report Under to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]

For the transition period.........to.........

Commission file number 0-10884

SHELTER PROPERTIES IV
(Name of small business issuer 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)

(864) 239-1000
Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:

Units of Limited Partnership Interest
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $11,566,000

state the aggregate market value of the voting partnership interests held by
Non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of October 31, 1998. 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
PART I

ITEM 1. DESCRIPTION OF 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 only other general partner of the Partnership
is N. Barton Tuck, Jr. Mr. Tuck is not an affiliate of the Corporate General
Partner and is effectively prohibited by the Partnership's partnership agreement
(the "Partnership Agreement") from participating in the management of the
Partnership. The Corporate General Partner is a subsidiary of Apartment
Investment and Management Company ("AIMCO"). The Partnership Agreement provides
that the Partnership is to terminate on December 31, 2022 unless terminated
prior to such date.

The Registrant is engaged in the business of operating and holding real
properties for investment. In 1982 and 1983, during its acquisition phase, the
Registrant acquired five existing apartment properties. The Registrant continues
to own and operate three of these properties. See "Item 2, Properties."

Commencing June 8, 1982, the Registrant 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 Registrant had accepted subscriptions for 50,000 Units, including 100 Units
purchased by the Corporate General Partner, for an aggregate of $50,000,000. The
Registrant invested approximately $38,000,000 of such proceeds in five existing
apartment properties. Since its initial offering, the Registrant has not
received, nor are limited partners required to make, additional capital
contributions.

A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.

The Registrant has no employees. Management and administrative services are
performed by the Corporate General Partner and by agents retained by the
Corporate General Partner. Until September 30, 1998, property management
services were performed at the Partnership's properties by Insignia Management
Group L.P. Since October 1, 1998, AIMCO, an affiliate of the Corporate General
Partner, has been providing such property management services. (See "Transfer
of Control" below)

The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located. In addition, various limited
partnerships have been formed by the General Partners and/or their affiliates to
engage in business which may be competitive with the Registrant.

Transfer of Control

On October 1, 1998, Insignia Financial Group, Inc. merged into Apartment
Investment and Management Company, a publicly traded real estate investment
trust, with AIMCO being the surviving corporation (the "Insignia Merger"). In
addition, AIMCO also acquired approximately 51% of the outstanding common shares
of beneficial interest of Insignia Properties Trust ("IPT"), the entity which
controls the Corporate General Partner. As a result of the Insignia Merger,
AIMCO acquired indirect control of the Corporate General Partner. Also,
effective October 1, 1998 IPT and AIMCO entered into an Agreement and plan of
Merger pursuant to which IPT is to be merged with and into AIMCO or a subsidiary
of AIMCO (the "IPT Merger"). The IPT Merger, which requires the approval of the
holders of a majority of the outstanding IPT Shares, is expected to be
consummated in February 1999. AIMCO has agreed to vote all of the IPT Shares
owned by it (approximately 51%) in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the IPT
Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger. As a
result of AIMCO's ownership and its agreement, the vote of no other holder of
IPT is required to approve the merger. The Corporate General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.

ITEM 2. DESCRIPTION OF PROPERTIES:
The following table sets forth the Registrant's investments in properties:

Date of
Property Purchase Type of Ownership Use
Baymeadows Apartments 9/30/82 Fee ownership subject Apartment
Jacksonville, Florida to first and second 904 units
mortgages.
Quail Run Apartments 1/03/83 Fee ownership subject Apartment
Columbia, South Carolina to first and second 332 units
mortgages. (1)
Countrywood Village Apartments 3/31/83 Fee ownership subject Apartment
Raleigh, North Carolina to first and second 384 units
mortgages.

1) Property is held by a Limited Partnership which the Registrant owns a
99.99% interest in.

SCHEDULE OF PROPERTIES:

Set forth below for each of the Registrant's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
federal tax basis.

CGrossng Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
Baymeadows
Apartments $33,839 $18,894 5-36 yrs S/L $4,589
Quail Run
Apartments 13,421 6,910 5-34 yrs S/L 1,620
Countrywood
Village Apts. 13,630 8,397 5-30 yrs S/L 1,631
Total $60,890 $34,201 $7,840

See "Note A" to the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.

SCHEDULE OF PROPERTY INDEBTEDNESS:
The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.

Principal Principal
Balance At Stated Balance
October 31, Interest Period Maturity Due At
Property 1998 Rate Amortized Date Maturity (2)
(in thousands) (in thousands)
Baymeadows
1st Mortgage $13,731 7.60% (1) 11/15/02 $11,554
2nd Mortgage 493 7.60% (1) 11/15/02 493
Quail Run
1st Mortgage 5,537 7.60% (1) 11/15/02 4,659
2nd Mortgage 199 7.60% (1) 11/15/02 199
Countrywood Village
1st Mortgage 4,290 7.60% (1) 11/15/02 3,610
2nd Mortgage 154 7.60% (1) 11/15/02 154
24,404
Less unamortized
discounts (911)
Total $23,493

(1)The principal balance is being amortized over 257 months with a balloon
payment due November 15, 2002.
(2)See Item 7, Financial Statements - Note C for information with respect to the
Registrant's ability to repay these loans.

RENTAL RATES AND OCCUPANCY:
Average annual rental rate and occupancy for 1998 and 1997 for each property:

Average Annual Average Annual
Rental Rates Occupancy

Property 1998 1997 1998 1997

Baymeadows $7,389 $6,969 94% 95%

Quail Run 7,729 7,446 94% 93%

Countrywood Village 7,073 6,757 93% 95%

As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. All of the properties are subject to competition from other
residential apartment complexes in the area. The Corporate General Partner
believes that all of the properties are adequately insured. Each property is an
apartment complex which leases units for lease terms of one year or less. No
residential tenant leases 10% or more of the available rental space. All of the
properties are in good condition. See "Item 6 - Management Discussion and
Analysis or Plan of Operation" for information related to budgeted capital
improvements at each of the properties.

REAL ESTATE TAXES AND RATES:
Real estate taxes and rates in 1998 for each property were:

1998 1998
Billing Rate
(in thousands)
Baymeadows $ 499* 2.13
Quail Run 173* 1.83
Countrywood 109* 1.23

These properties have a fiscal year end different than the real estate tax
year; therefore, tax expense as stated in the Partnership's Statement of
operations does not agree to the 1998 billing.

ITEM 3. LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the Corporate General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Corporate
General Partner has filed demurrers to the amended complaint which are scheduled
to be heard in February 1999. The Corporate General Partner believes this action
to be without merit, and intends to vigorously defend it.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC. V.
INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, county of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). The complaint names as defendants Insignia, several
Insignia Affiliates alleged to be managing partners of the Subject Partnerships,
the Partnership and the Corporate General Partner. Plaintiffs allege that they
have requested from, but have been denied by each of the Subject Partnerships,
lists of their respective limited partners for the purpose of making tender
offers to purchase up to 4.9% of the limited partner units of each of the
Subject Partnerships. The complaint also alleges that certain of the defendants
made tender offers to purchase limited partner units in many of the Subject
Partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract, unfair
business practices, and violations of the partnership statutes of the states in
which the Subject Partnerships are organized. Plaintiffs seek compensatory,
punitive and treble damages. The Corporate General Partner filed an answer to
the complaint on September 15, 1998. The Corporate General Partner believes the
claims to be without merit and intends to defend the action vigorously.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Corporate General Partner believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fiscal year ended October 31, 1998, no matter was submitted to a vote
of unit holders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

The Partnership, a publicly-held limited partnership, offered and sold 49,900
limited partnership units aggregating $49,900,000. An additional 100 units were
purchased by the Corporate General Partner. The Partnership currently has 3,193
olders of record owning an aggregate of 49,995 Units. Affiliates of the
Corporate General Partner owned 19,737 units or 37.474% at October 31, 1998. No
Public trading market has developed for the Units, and it is not anticipated
that such a market will develop in the future.

During the years ended October 31, 1998 and 1997, distributions of $812,000 and
$800,000 were paid from operations, respectively. Future cash distributions
will depend on the levels of net cash generated from operations, refinancings,
property sales and the availability of cash reserves. The Partnership's
distribution policy will be reviewed on a quarterly basis. Subsequent to the
Partnership's fiscal year-end a distribution from operations of $2,400,000 was
paid during November and December 1998. There can be no assurance, however, that
the Partnership will generate sufficient funds from operations to permit any
additional distributions to its partners in 1999 or subsequent periods. In
addition, the Partnership is restricted from making distributions if the amount
in the reserve account for each property maintained by the mortgage lender is
less than $1,000 per apartment unit at such property. The reserve accounts are
currently fully funded. See "Item 6, Management's Discussion and Analysis or
Plan of Operation" for information relating to anticipated capital expenditures
at the properties.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

The Registrant's net income for the year ended October 31, 1998 was $1,531,000
as compared to $507,000 for the year ended October 31, 1997. (See "Note D" of
the financial statements for a reconciliation of these amounts to the
Registrant's federal taxable losses). The increase in net income was due to an
increase in total revenue and a decrease in total expenses. Revenues increased
due to an increase in rental income which was partially offset by a decrease in
other income. The increase in rental income is primarily attributable to the
increase in average annual rental rates at all three of the Registrant's
investment properties which more than offset the small occupancy decreases at
Bay Meadows and Countrywood Village. Other income decreased primarily due to a
decrease in recreational income at Baymeadows as a result of closing the racquet
club at the property. This facility had been losing money and it was determined
to be in the best interest of the Registrant to close it to outside users at the
end of 1997 in order to reduce maintenance and support staff at the facility.
The facility continues to be maintained and is available for the residents' use
and enjoyment.

Expenses decreased due to reductions in operating and interest expense which
were partially offset by increases in property taxes. Operating expenses
decreased due to the completion of (i) the exterior painting projects at Quail
Run and Baymeadows during 1997 and (ii) a parking lot repair project was also
completed at Baymeadows during 1997. These decreases more than offset the
increase in major landscaping at Countrywood Village and Baymeadows, as well as
an increase in interior painting, decorating expenses, and sewer repairs at
Baymeadows during the year ended October 31, 1998. These costs were incurred to
attract new tenants and increase the curb appeal at the properties. Interest
expense decreased due to the reduction in mortgage balances encumbering the
properties as a result of scheduled principal payments. The increase in
property taxes is attributable to overall increased tax rates at the
Registrant's properties.

General and administrative and depreciation expense remained relatively constant
or the comparable periods. Included in general and administrative expenses at
oth October 31, 1998 and 1997 are management reimbursements to the Corporate
eneral Partner allowed under the Partnership Agreement. In addition, costs
ssociated with the quarterly and annual communications with investors and
egulatory agencies and the annual audit and appraisals required by the
artnership Agreement are also included.

Management relies on the annual appraisals performed by outside appraisers to
assess the impairment of investment properties. There are three recognized
approaches or techniques available to the appraiser. When applicable, these
approaches are used to process the data considered significant to each to arrive
at separate value indications. In all instances the experience of the
appraiser, coupled with his objective judgment, plays a major role in arriving
at the conclusions of the indicated value from which the final estimate of value
is made. The three approaches commonly known are the cost approach, the sales
comparison approach, and the income approach. The cost approach is often not
considered to be reliable due to the lack of land sales and the significant
amount of depreciation and, therefore, is often not presented. Upon receipt of
the appraisals, any property which is stated on the books of the Registrant
above the estimated value given in the appraisal, is written down to the
estimated value given by the appraiser. The appraiser assumes a stabilized
occupancy at the time of the appraisal and, therefore, any impairment of value
is considered to be permanent by Management. For the year ended October 31,
1998, no adjustments for impairment of value were recorded.

As part of the ongoing business plan of the Registrant, the Corporate General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Registrant from increases in
expense. As part of this plan, the Corporate General Partner attempts to
protect the Registrant from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.

Liquidity and Capital Resources

At October 31, 1998, the Registrant had cash and cash equivalents of
approximately $3,181,000 as compared to approximately $1,847,000 at October 31,
1997. The increase in cash and cash equivalents is due to $3,889,000 of cash
provided by operating activities, which was partially offset by $974,000 of cash
used in investing activities and $1,581,000 of cash used in financing
activities. Cash used in investing activities consisted of capital improvements
and deposits to escrow accounts maintained by the mortgage lender. Cash used in
financing activities consisted of payments of principal made on the mortgages
encumbering the Registrant's properties and partner distributions. The
Registrant invests its working capital reserves in a money market mutual fund.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with federal,
state, and local legal and regulatory requirements. The Registrant has budgeted
approximately $4.6 million in capital improvements for all of the Registrant's
properties in 1999. Budgeted capital improvements at Baymeadows include parking
lot repairs, plumbing upgrades, major landscaping, roof replacement, major
building repairs and improvements to its recreational facility. Budgeted
capital improvements at Quail Run include roof replacement, major carpet
replacement, and repairs to its air conditioning system. Countrywood has no
major budgeted expenditures in 1999. The capital expenditures will be incurred
only if cash is available from operations or from partnership reserves. To the
extent that such budgeted capital improvements are completed, the Registrant's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $23,493,000 net of discount, is amortized over 257
months with a balloon payment of approximately $20,669,000 due on November 15,
2002. The Corporate General Partner will attempt to refinance such indebtedness
or sell the properties prior to such maturity date. If the property cannot be
refinanced or sold for a sufficient amount, the Registrant will risk losing such
property through foreclosure.

Cash distributions from operations of approximately $812,000 and $800,000 were
made during the year ended October 31, 1998 and 1997, respectively. During the
first quarter of fiscal 1999, the Registrant made distributions in the aggregate
amount of $2,400,000 from operations. The Registrant's distribution policy is
reviewed on a quarterly basis. There can be no assurance, however, that the
Registrant will generate sufficient funds from operations to permit further
distributions to its partners in 1999 or subsequent periods.

Year 2000

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Corporate General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.

Status of Progress in Becoming Year 2000 Compliant

The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. As of
December 31, 1998, the Managing Agent has fully completed its assessment of all
information systems that could be significantly affected by the Year 2000, and
has begun the remediation, testing and implementation phase on both hardware and
software systems. Assessments are continuing in regards to embedded systems in
operating equipment. The Managing Agent anticipates having all phases complete
by June 1, 1999.

In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Corporate General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Corporate General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse effect upon the operations of the Partnership.

Risk Associated with the Year 2000

The Corporate General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Corporate General Partner
is not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Corporate General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Corporate General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
Other

Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and as such may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Partnership to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
forward-looking statements speak only as of the date of this annual report. The
Partnership expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Partnership's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.

ITEM 7. FINANCIAL STATEMENTS

SHELTER PROPERTIES IV

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheet - October 31, 1998

Consolidated Statements of Operations - Years ended October 31, 1998 and
1997

Consolidated Statements of Changes in Partners' Capital - Years
ended October 31, 1998 and 1997

Consolidated Statements of Cash Flows - Years ended October 31, 1998 and
1997

Notes to Consolidated Financial Statements

Report of Ernst & Young LLP, Independent Auditors

The Partners
Shelter Properties IV

We have audited the accompanying consolidated balance sheet of Shelter
Properties IV as of October 31, 1998, and the related consolidated statements of
operations, changes in partners' capital and cash flows for each of the two
years in the period ended October 31, 1998. 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 conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
IV at October 31, 1998, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended October 31, 1998, in
conformity with generally accepted accounting principles.

/s/ERNST & YOUNG LLP

Greenville, South Carolina
December 17, 1998

SHELTER PROPERTIES IV
CONSOLIDATED BALANCE SHEET
(in thousands, except per unit data)

October 31, 1998

Assets
Cash and cash equivalents $ 3,181
Receivables and deposits 1,236
Restricted escrows 1,830
Other assets 400
Investment properties (Notes C & F):
Land $ 3,442
Buildings and related personal property 57,448
60,890
Less accumulated depreciation (34,201) 26,689

$ 33,336

Liabilities and Partners' Capital
Liabilities
Accounts payable $ 163
Tenant security deposit liabilities 248
Accrued property taxes 660
Other liabilities 274
Mortgage notes payable (Note C) 23,493

Partners' Capital
General partners $ --
Limited partners (49,995 units
issued and outstanding) 8,498 8,498

$ 33,336

See Accompanying Notes to Consolidated Financial Statements

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

Years Ended October 31,
1998 1997
Revenues:
Rental income $11,055 $10,620
Other income 511 598
Total revenues 11,566 11,218

Expenses:
Operating 4,859 5,524
General and administrative 283 274
Depreciation 1,932 1,931
Interest 2,166 2,220
Property taxes 795 762
Total expenses 10,035 10,711

Net income (Note D) $ 1,531 $ 507

Net income allocated to general partner (1%) $ 15 $ 5
Net income allocated to limited partners (99%) 1,516 502
$ 1,531 $ 507

Net income per limited partnership unit $ 30.32 $ 10.04
Distribution per limited partnership unit $ 16.08 $ 15.84

See Accompanying Notes to Consolidated Financial Statements

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

Limited
Partnership General Limited
Units Partners Partners Total

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

Partners' (deficit) capital
at October 31, 1996 49,995 $ (4) $ 8,076 $ 8,072

Net income for the year
ended October 31, 1997 -- 5 502 507

Distributions to Partners -- (8) (792) (800)

Partners' (deficit) capital
at October 31, 1997 49,995 (7) 7,786 7,779

Net income for the year
ended October 31, 1998 -- 15 1,516 1,531

Distributions to Partners -- (8) (804) (812)

Partners' capital at
October 31, 1998 49,995 $ -- $ 8,498 $ 8,498

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended October 31,
1998 1997
Cash flows from operating activities:
Net income $ 1,531 $ 507
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,932 1,931
Amortization of discounts and loan costs 280 276
Loss on disposal of property -- 39
Change in accounts:
Receivables and deposits (7) (86)
Other assets 47 (53)
Accounts payable 59 (170)
Tenant security deposit liabilities (29) 2
Accrued property taxes 30 (12)
Other liabilities 46 (269)
Net cash provided by operating activities 3,889 2,165

Cash flows from investing activities:
Property improvements and replacements (894) (1,024)
Net deposits to restricted escrows (80) (72)
Net cash used in investing activities (974) (1,096)

Cash flows from financing activities:
Payments on mortgage notes payable (769) (713)
Partners' distributions (812) (800)
Net cash used in financing activities (1,581) (1,513)

Net increase (decrease) in cash and cash
equivalents 1,334 (444)
Cash and cash equivalents at beginning of period 1,847 2,291
Cash and cash equivalents at end of period $ 3,181 $ 1,847

Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,888 $ 1,943

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES IV
NOTES TO FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: 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 only other general partner
of the Partnership is N. Barton Tuck, Jr. Mr. Tuck is not an affiliate of the
Corporate General Partner and is effectively prohibited by the Partnership's
partnership agreement (the "Partnership Agreement") from participating in the
management of the Partnership. The Corporate General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). See "Note B - Transfer
of Control." The directors and officers of the Corporate General Partner also
serve as executive officers of AIMCO. 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 three apartment properties located in the Southeast.

Principles of Consolidation: The financial statements include all the accounts
of the Partnership and its 99.99% owned partnership. The General Partner of the
consolidated partnership is Shelter Realty IV Corporation. Shelter Realty IV
Corporation may be removed by the Registrant; therefore, the consolidated
partnership is controlled and consolidated by the Registrant. All significant
interpartnership balances have been eliminated.

Uses of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Allocation of Cash Distributions: Cash distributions by the Partnership are
allocated between general and limited partners in accordance with the provisions
of the Partnership Agreement. The Partnership Agreement provides that net cash
from operations means revenue received less operating expenses paid, adjusted
for certain specified items which primarily include mortgage payments on debt,
property improvements and replacements not previously reserved, and the effects
of other adjustments to reserves including reserve amounts deemed necessary by
the Corporate General Partner. In the following notes to financial statements,
whenever net cash from operations is used, it has the aforementioned meaning.
The following is a reconciliation of the subtotal in the accompanying statements
of cash flows captioned "net cash provided by operating activities" to "net cash
from operations," as defined in the Partnership Agreement. However, "net cash
from operations" should not be considered an alternative to net income as an
indicator of the Partnership's operating performance or to cash flows as a
measure of liquidity.

Years Ended October 31,
1998 1997
(in thousands)
Net cash provided by operating activities $ 3,889 $ 2,165
Property improvements and replacements (894) (1,024)
Payments on mortgage notes payable (769) (713)
Changes in reserves for net operating
liabilities (146) 588
Changes in restricted escrows, net (80) (72)
Additional operating reserves -- (132)
Net cash from operations $ 2,000 $ 812

The Corporate General Partner reserved approximately $132,000 on October 31,
1997 to fund capital improvements and repairs at its properties. No amounts
were reserved in fiscal 1998 for such purposes.

Distributions made from reserves no longer considered necessary by the general
partners are considered to be additional net cash from operations for allocation
purposes. Cash distributions of $812,000 and $800,000 were made during the
years ended October 31, 1998 and 1997, respectively. During the first fiscal
quarter of 1999, the Partnership made a distribution in the amount of
$2,4000,000 from operations.

The Partnership Agreement provides that 99% of distributions of net cash from
operations are allocated to the limited partners until they receive net cash
from operations for such fiscal year equal to 7% of their adjusted capital
values (as defined in the Partnership Agreement), at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners for such fiscal year. Thereafter, the general partners will be
allocated 10% of any distributions of remaining net cash from operations for
such fiscal year.

All distributions of distributable net proceeds (as defined in the Partnership
Agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum of the average of the limited partners' adjusted capital
value, less any prior distributions of net cash from operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1%
of the selling prices of properties sold where they acted as a broker, and then
the limited partners will be allocated 85% of any remaining distributions of
distributable net proceeds and the general partners will receive 15%.

Distributions may be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Reserve Account until the
Reserve Account is funded in an amount equal to $1,000 per apartment unit for
each respective property for a total of $1,620,000. As of October 31, 1998, the
Partnership has deposits of approximately $1,830,000 in its Reserve Account.

Allocation of Profits, Gains and Losses: Profits, gains and losses of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the Partnership Agreement.

Profits, not including gains from property dispositions, are allocated as if
they were distributions of net cash from operations.

Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior 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 it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the 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. 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 losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Accordingly, net income as shown in the statements of operations and changes in
partners' capital for 1998 and 1997 were allocated 99% to the limited partners
and 1% to the general partners. Net income per limited partnership unit for
each such year was computed as 99% of net income divided by 49,995 units
outstanding.

Fair Value of Financial Instruments: Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
Instruments", as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value 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 fair
value. Fair value is defined in the SFAS 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 financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity, approximates its carrying balance.

Other Reserves: The general partners may designate a portion of cash generated
from operations as "other reserves" in determining net cash from operations.
The general partners designated as other reserves an amount equal to the net
liabilities related to the operations of apartment properties during the current
fiscal year that are expected to require the use of cash during the next fiscal
year. The changes in other reserves during 1998 and 1997 were approximately
$146,000 decrease and approximately $588,000 increase respectively, which
amounts were determined by considering changes in the balances of receivables
and deposits, other assets, accounts payable, tenant security deposit
liabilities, accrued taxes and other liabilities. At this time, the general
partners expect to continue to adjust other reserves based on the net change in
the aforementioned account balances.

Cash and Cash Equivalents: Includes cash on hand and in banks, money market
funds and certificates of deposit with original maturities less than 90 days.
At certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.

Restricted Escrow:

Reserve Account: A general Reserve Account was established in 1992 with the
refinancing proceeds for each mortgaged property. These funds were established
to cover necessary repairs and replacements of existing improvements, debt
service, out of pocket expenses incurred for ordinary and necessary
administrative tasks, and payment of real property taxes and insurance premiums.
The Partnership is required to deposit net operating income (as defined in the
mortgage note) from each refinanced property to the respective reserve account
until they equal $1,000 per apartment unit or $1,620,000 in total. The balance
at October 31, 1998, is approximately $1,830,000, which includes interest.

Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984 and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 7 years.

Loan Costs: Loan costs of approximately $849,000, less accumulated amortization
of approximately $503,000, are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.

Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the Corporate General Partner's policy is to offer rental concessions
during particularly slow months or in response to heavy competition from other
similar complexes in the area. Concessions are charged against rental income as
incurred.

Investment Properties: Investment properties consist of three apartment
complexes and are stated at cost. Acquisition fees are capitalized as a cost of
real estate. In accordance with Financial Accounting Standards Board Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," the Partnership records impairment losses on long-
lived assets used in operations when events and circumstances indicate that the
assets might be impaired and the undiscounted cash flows estimated to be
generated by those assets are less than the carrying amounts of those assets.
Costs of apartment properties that have been permanently impaired have been
written down to appraised value. The Corporate General Partner relies on the
annual appraisals performed by the outside appraisers for the estimated value of
the Partnership's properties. There are three recognized approaches or
techniques available to the appraiser. When applicable, these approaches are
used to process the data considered significant to each to arrive at separate
value indications. In all instances the experience of the appraiser, coupled
with his objective judgment, plays a major role in arriving at the conclusions
of the indicated value from which the final estimate of value is made. The three
approaches commonly known are the cost approach, the sales comparison approach,
and the income approach. The cost approach is often not considered to be
reliable due to the lack of land sales and the significant amount of
depreciation and, therefore, is often not presented. Upon receipt of the
appraisals, any property which is stated on the books of the Partnership above
the estimated value given in the appraisal, is written down to the estimated
value given by the appraiser. The appraiser assumes a stabilized occupancy at
the time of the appraisal and, therefore, any impairment of value is considered
to be permanent by the Corporate General Partner. No adjustments for
impairment of value were recorded in the years ended October 31, 1998 or 1997.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 established standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers. Management has not
completed its review of Statement 131, but does not anticipate the adoption of
this statement to materially affect the Partnership. The Partnership will adopt
the new requirements retroactively in 1999.

Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising costs of approximately $98,000 and $88,000 for the years ended
October 31, 1998 and 1997, respectively were charged to expense as incurred.

Reclassification: Certain reclassifications have been made to the 1997
information to conform to the 1998 presentation.

NOTE B - TRANSFER OF CONTROL

NOTE C - MORTGAGE NOTES PAYABLE

The principal terms of mortgage notes payable are as follows:

Principal Monthly Principal
Balance At Payment Stated Balance
October 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)
Baymeadows
1st Mortgage $13,731 $ 126 7.60% 11/15/02 $11,554
2nd Mortgage 493 3 7.60% 11/15/02 493
Quail Run
1st Mortgage 5,537 51 7.60% 11/15/02 4,659
2nd Mortgage 199 1 7.60% 11/15/02 199
Countrywood Village
1st Mortgage 4,290 39 7.60% 11/15/02 3,610
2nd Mortgage 154 1 7.60% 11/15/02 154
24,404 $ 221
Less unamortized
discounts (911)
Total $23,493

The Partnership exercised interest rate buy-down options for the three
properties when the debt was refinanced in 1992, thereby, reducing the stated
rate from 8.76% to 7.6%. The fee for the interest rate reduction amounted to
approximately $1,964,000 and is being amortized as a loan discount on the

interest method over the life of the loans. The unamortized discount fee is
reflected as a reduction of the mortgage notes payable and increases the
effective rate of the debt to 8.76%.

The mortgage notes payable are non-recourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. The notes could not be prepaid prior to November 15,
1997, thereafter, prepayment penalties are required if repaid prior to maturity.
Further the properties may not be sold subject to existing indebtedness.

The estimated fair values of the Partnership's aggregate debt is approximately
$24,404,000. This estimate is not necessarily indicative of the amounts the
Partnership may pay in actual market transactions.

Scheduled principal payments of mortgage notes payable subsequent to October 31,
1998, are as follows (in thousands):

1999 $ 830
2000 896
2001 966
2002 21,712
$24,404

NOTE D - INCOME TAXES

The Partnership has received a ruling from the Internal Revenue Service that it
will be 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 income and Federal taxable
income (loss) (in thousands, except per unit data):

1998 1997

Net income as reported $ 1,531 $ 507
Add (deduct):
Amortization of present value discounts (2) (6)
Depreciation differences 897 (1,160)
Change in prepaid rental (138) 203
Accrued expenses 33 (100)
Other 14 40
Federal taxable income (loss) 2,335 $ (516)
Federal taxable income (loss) per limited
partnership unit $ 46.24 $(10.21)

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

Net assets as reported $ 8,498
Land and buildings 9,256
Accumulated depreciation (28,105)
Syndication 6,293
Other 208
Net liabilities - tax basis $ (3,850)

NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent 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 as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the

Corporate General Partner and affiliates during the year ended October 31, 1998
and 1997:

1998 1997
(in thousands)
Property management fees (included in operating
expenses) $ 576 $ 558
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses, and investment
properties) (1) 214 223

(1) Included in "reimbursements for services of affiliates" for the years
ended October 31, 1998 and 1997, is approximately $17,000 and $29,000,
respectively, in reimbursements for construction oversight costs.

During the years ended October 31, 1998 and 1997, affiliates of the Corporate
General Partner were entitled to receive 5% of gross receipts from all of
Registrant's properties as compensation for providing property management
services. These services were performed by Insignia Management, L.P. during
1997 and until October 1, 1998 (the effective date of the Insignia Merger (see
Note B)), at which time AIMCO Management began providing such services. The
Registrant paid to such affiliates $576,000 and $558,000 for the years ended
October 31, 1998 and 1997 respectively.

Insignia Residential Group, L.P., received reimbursement of accountable
administrative expenses amounting to approximately $199,000 and $223,000 for the
eleven months ended September 30, 1998 and the year ended October 30, 1997,
respectively. For October 1998, an affiliate of AIMCO received reimbursements
for administrative expenses of approximately $15,000.

On July 21, 1998, an affiliate of the Corporate General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 20,000 of the outstanding
units of limited partnership interest in the Partnership at $500 per Unit, net
to the seller in cash. The Purchaser acquired 3,685 units pursuant to this
tender offer. As a result of this purchase, AIMCO currently owns, through its
affiliates, a total of 19,737 limited partnership units or 39.474%.
Consequently, AIMCO could be in a position to significantly influence all voting
decisions with respect to the Registrant. Under the Partnership Agreement,
unitholders holding a majority of the Units are entitled to take action with
respect to a variety of matters. When voting on matters, AIMCO would in all
likelihood vote the Units it acquired in a manner favorable to the interest of
the Corporate General Partner because of their affiliation with the Corporate
General Partner.

For the period November 1, 1996 to August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the Corporate
General Partner with an insurer unaffiliated with the Corporate General Partner.
An affiliate of the Corporate General Partner acquired, in the acquisition of a
business, certain financial obligations from an insurance agency which was later
acquired by the agent who placed the master policy. The agent assumed the
financial obligations to the affiliate of the Corporate General Partner which
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate
of the Corporate General Partner by virtue of the agent's obligations was not
significant.

NOTE F - REAL ESTATE AND ACCUMULATED DEPRECIATION

Investment Properties

Initial Cost
To Partnership
(in thousands)
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition

Baymeadows
Jacksonville, Florida $14,224 $ 1,884 $26,916 $ 5,039

Quail Run
Columbia, South Carolina 5,736 875 10,642 1,904

Countrywood Village
Raleigh, North Carolina 4,444 683 10,711 2,236

Totals $24,404 $ 3,442 $48,269 $ 9,179

<TABLE>
<CAPTION>
Gross Amount At Which Carried
At October 31, 1998
(in thousands)

Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Baymeadows
Jacksonville, Florida $ 1,884 $31,955 $33,839 $18,894 1969-1975 09/30/82 5-36

Quail Run
Columbia, South Carolina 875 12,546 13,421 6,910 1970-1973 01/03/83 5-34

Countrywood Village
Raleigh, North Carolina 683 12,947 13,630 8,397 1973-1974 03/31/83 5-30
Totals $ 3,442 $57,448 $60,890 $34,201

</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation":

Years Ended October 31,
1998 1997
(in thousands)
Real Estate
Balance at beginning of year $59,996 $59,038
Property improvements 894 1,024
Disposals of property -- (66)
Balance at End of Year $60,890 $59,996

Accumulated Depreciation
Balance at beginning of year $32,269 $30,365
Additions charged to expense 1,932 1,931
Disposals of property -- (27)
Balance at end of year $34,201 $32,269

The aggregate cost of the real estate for Federal income tax purposes at October
31, 1998 and 1997 is approximately $70,146,000 and approximately $69,252,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at October 31, 1998 and 1997 is approximately $62,305,000 and approximately
$61,270,000, respectively.

NOTE G - LEGAL PROCEEDINGS

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Registrant has no officers or directors. The Individual and Corporate
General Partners are as follows:

Individual General Partner - N. Barton Tuck, Jr., age 60, is the Individual
General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth
Management, Inc. Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation (the former parent of the Corporate General Partner of the
Partnership). For six years prior to 1966, Mr. Tuck was employed in Greenville,
South Carolina by the certified public accounting firm of S.D. Leidesdorf &
Company. From 1966 to 1970, he was a registered representative with the
investment banking firm of Harris Upham & Co., Inc. in Greenville, South
Carolina. Since 1970, Mr. Tuck has been engaged in arranging equity investments
for individuals and partnerships. Mr. Tuck is a graduate of the University of
North Carolina. Mr. Tuck has delegated to the Corporate General Partner all of
his authority, as a general partner of the Partnership, to manage and control
the Partnership and its business and affairs.

Corporate General Partner - The names and ages of, as well as the positions and
offices held by, the present executive officers and director of Shelter Realty
IV Corporation ("Corporation") are set forth below. There are no family
relationships between or among any officers or directors.

Name Age Position
Patrick J. Foye 41 Executive Vice President and
Director
Timothy R. Garrick 42 Vice President - Accounting

Patrick J. Foye has been Executive Vice President and Director of the Corporate
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

Timothy R. "Randy" Garrick has served as Vice President-Accounting of the
Corporate General Partner and AIMCO since October 1, 1998. Prior to that date,
Mr. Garrick served as Vice President-Accounting Services of Insignia Financial
Group since June of 1997. From 1992 until June of 1997, Mr. Garrick served as
Vice President of Partnership Accounting for Insignia Financial Group. From
1987 to 1990, Mr. Garrick served as Investment Advisor for U.S. Shelter
Corporation. From 1984 to 1987, Mr. Garrick served as Partnership Investment
Analyst for U.S. Shelter Corporation. From 1979 to 1984, Mr. Garrick worked on
the audit staff of Ernst & Whinney. Mr. Garrick received his B.S. Degree from
the University of South Carolina in 1979 and is a Certified Public Accountant.

ITEM 10. EXECUTIVE COMPENSATION

Neither the Individual General Partner nor any of the directors and officers of
the Corporate General Partner received any remuneration from the Registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of October 31, 1998.

Number
Entity of Units Percentage

Cooper River Properties, LLC
(an affiliate of AIMCO) 3,685 7.37%
Insignia Properties LP (an affiliate
of AIMCO) 16,052 32.11%

Cooper River Properties LLC and Insignia Properties LP are indirectly ultimately
owned by AIMCO. Their business address is 55 Beattie Place, Greenville, SC
29602.

No director or officer of the Corporate General Partner owns any Units. The
Corporate General Partner owns 100 Units as required by the terms of the
partnership agreement governing the Partnership.

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the Corporate General Partner. AIMCO and its
affiliates currently own 39.474% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for the remaining limited partnership interests in the
Partnership. There is a substantial likelihood that, within a short period of
time, AIMCO OP will offer to acquire limited partnership interests in the
Partnership for cash or preferred units or common units of limited partnerships
interests in AIMCO OP. While such an exchange offer is possible, no definite
plans exist as to when or whether to commence such an exchange offer, or as to
the terms of any such exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Individual General Partner and the Corporate General Partner received cash
distributions of $8,000 from operations as General Partners during both the
fiscal year ended October 31, 1998 and 1997. For a description of the share of
cash distributions from operations, if any, to which the general partners are
entitled, reference is made to Item 7, Financial Statements - Note A -
Allocation of Cash Distributions and Allocation of Profits, Gain, and Losses.

The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership's partnership agreement provides for
certain payments to affiliates for services and as reimbursement of certain
expenses incurred by affiliates on behalf of the Partnership. The following
payments were made to the Corporate General Partner and affiliates during the
year ended October 31, 1998 and 1997:

During the year ended October 31, 1997 and for the eleven months ended September
30, 1998, Insignia Management L.P., an affiliate of the Corporate General
Partner, was entitled to receive 5% of gross receipts from all of the
Registrant's properties it manages. Insignia Management earned management fees
of $558,000 and $527,000, respectively for such periods. For October 1998,
AIMCO Management, an affiliate of the Corporate General Partner, performed
Property management services at the Partnership's properties. AIMCO Management
earned management fees of $49,000 for such portion of 1998.

For the period November 1, 1996 to August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the Corporate
General Partner with an insurer unaffiliated with the Corporate General Partner.
An affiliate of the Corporate General Partner acquired, in the acquisition of a
business, certain financial obligations from an insurance agency which was later
acquired by the agent who placed the master policy. The agent assumed the
financial obligations to the affiliate of the Corporate General Partner which
receives payments on these obligations
from the agent. The amount of the Partnership's insurance premiums accruing to
the benefit of the affiliate of the Corporate General Partner by virtue of the
agent's obligations was not significant.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.

(b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1998:

Current Report on Form 8-K filed on October 1, 1998 disclosing change
in control of Registrant from Insignia Financial Group, Inc. to AIMCO.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

SHELTER PROPERTIES IV

By: Shelter Realty IV Corporation
Corporate General Partner

By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President

By: /s/Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)

Date: January 29, 1999

n accordance with the Exchange Act, this report has been signed below by the
ollowing persons on behalf of the Registrant and in the capacities and on the
ate indicated.

/s/Patrick J. Foye Date: January 29, 1999
Patrick J. Foye
Executive Vice President and Director

/s/Timothy R. Garrick Date: January 29, 1999
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
EXHIBIT INDEX

EXHIBIT

3 See Exhibit 4(a)

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].

(b) Subscription Agreement and Signature Page [included as Exhibit 8 to the
Prospectus and incorporated herein by reference].

10(I) Contracts related to acquisition of properties:

(a) Real Estate Sales Agreement dated May 5, 1982, First Modification to
Real Estate Sales Agreement dated June 18, 1982 (filed as Exhibit 12(B)
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).

(b) Agreement for Purchase and Sale dated May 14, 1982 between Lincoln
Spartanburg Corners Associates and U.S. Shelter Corporation to purchase
The Corners Apartments. (Filed as Exhibit 12(A) to Amendment No. 1 to
Registration Statement, No. 2-77217, of Registrant filed June 8, 1982
and incorporated herein by reference).

(c) Real Estate Purchase Agreement dated October 11, 1982 and Second
Addendum to Real Estate Purchase Agreement dated December 10, 1982
between Rushcreek Village Apartments, Ltd. and U.S. Shelter Corporation
to purchase Rushcreek Village Apartments. (Filed as Exhibit 10(a) to
Form 8-K of Registrant dated December 15, 1982 and incorporated herein
by reference).

(d) Real Estate Purchase Agreement dated December 3, 1982 between Quail Run
Apartments, a Limited Partnership and Percival Partnership and U.S.
Shelter Corporation to purchase Quail Run Apartments. (Filed as Exhibit
10(b) to Form 8-K of Registrant dated December 15, 1982 and incorporated
herein by reference).

(e) Real Estate Purchase Agreement dated March 13, 1983 between Europco
Management Company of America, Inc. and U.S. Shelter Corporation to
purchase Countrywood Village Apartments. (Filed as Exhibit 10 to Form
8-K of Registrant dated March 31, 1983 and incorporated herein by
reference).

(II) Form of Management Agreement with U.S. Shelter Corporation subsequently
assigned to Shelter Management Group, L.P. (now known as Insignia
Management Group, L.P.) [Filed with Amendment No. 1 of Registration
Statement No. 2-77217 of Registrant filed June 8, 1982 and incorporated
herein by reference].

EXHIBIT INDEX

EXHIBIT

(III) Contracts related to refinancing of debt:

(a) First Deeds of Trust and Security Agreements dated October 28, 1992
between Shelter Properties IV and Joseph Philip Forte (Trustee) and
First Commonwealth Realty Credit Corporation, a Virginia Corporation,
securing the following properties: Baymeadows, Quail Run and
Countrywood Village.*

(b) Second Deeds of Trust and Security Agreements dated October 28, 1992
between Shelter Properties IV and Joseph Philip Forte (Trustee) and
First Commonwealth Realty Credit Corporation, a Virginia Corporation,
securing the following properties: Baymeadows, Quail Run and
Countrywood Village.*

(c) First Assignments of Leases and Rents dated October 28, 1992 between
Shelter Properties IV and Joseph Philip Forte (Trustee) and First

Commonwealth Realty Credit Corporation, a Virginia Corporation, securing
the following properties: Baymeadows, Quail Run and Countrywood
Village.*

(d) Second Assignments of Leases and Rents dated October 28, 1992 between
Shelter Properties IV and Joseph Philip Forte (Trustee) and First
Commonwealth Realty Credit Corporation, a Virginia Corporation, securing
the following properties: Baymeadows, Quail Run and Countrywood
Village. *

(e) First Deeds of Trust Notes dated October 28, 1992 between Shelter
Properties IV and First Commonwealth Realty Credit Corporation, relating
to the following properties: Baymeadows, Quail Run and Countrywood
Village.

(f) Second Deeds of Trust Notes dated October 28, 1992 between Shelter
Properties IV and First Commonwealth Realty Credit Corporation, relating
to the following properties: Baymeadows, Quail Run and Countrywood
Village.*

*Filed as Exhibits 10 (iii) a through 10 (iii) f, respectively, to Form
10-KSB - Annual or Transitional Report filed January 29, 1993 and
incorporated herein by reference.

27 Financial Data Schedule.

28 (a) Agreement of Limited Partnership for Quail Run IV Limited Partnership
between Shelter IV GP Limited Partnership and Shelter Properties IV
entered into on February 12, 1992. (Filed as Exhibit 28 to Form 10-QSB
- Quarterly or Transitional Report filed June 11, 1993 and incorporated
herein by reference.)

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties IV 1998 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000702174
<NAME> SHELTER PROPERTIES IV
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> OCT-31-1998
<CASH> 3,181
<SECURITIES> 0
<RECEIVABLES> 1,236
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 60,890
<DEPRECIATION> 34,201
<TOTAL-ASSETS> 33,336
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 23,493
0
0
<COMMON> 0
<OTHER-SE> 8,498
<TOTAL-LIABILITY-AND-EQUITY> 33,336
<SALES> 0
<TOTAL-REVENUES> 11,566
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,035
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,166
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,531
<EPS-PRIMARY> 16.08
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>

</TABLE>