POLARIS AIRCRAFT INCOME FUND IV
10-Q, 1995-05-12
EQUIPMENT RENTAL & LEASING, NEC
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                   FORM 10-Q

                             ----------------------

           _X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 1995

                                       OR

          ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                       For the transition period from to

                             ----------------------

                          Commission File No. 33-15551

                             ----------------------

                        POLARIS AIRCRAFT INCOME FUND IV,
                        A California Limited Partnership

                       State of Organization: California
                   IRS Employer Identification No. 94-3039169
        201 Mission Street, 27th Floor, San Francisco, California 94105
                           Telephone - (415) 284-7400


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days.

                  Yes  _X_                      No  ___


                      This document consists of 14 pages.


<PAGE>



                        POLARIS AIRCRAFT INCOME FUND IV,
                        A California Limited Partnership

           FORM 10-Q - For the Quarterly Period Ended March 31, 1995




                                     INDEX


Part I. Financial Information                                              Page

           Item 1.    Financial Statements

                      a)  Balance Sheets - March 31, 1995 and
                          December 31, 1994.................................3

                      b)  Statements of Operations - Three Months Ended
                          March 31, 1995 and 1994...........................4

                      c)  Statements of Changes in Partners' Capital
                          (Deficit) - Year Ended December 31, 1994
                          and Three Months Ended March 31, 1995.............5

                      d)  Statements of Cash Flows - Three Months
                          Ended March 31, 1995 and 1994.....................6

                      e)  Notes to Financial Statements.....................7

           Item 2.    Management's Discussion and Analysis of
                      Financial Condition and Results of Operations........10



Part II.   Other Information

           Item 1.    Legal Proceedings....................................12

           Item 5.    Other Information....................................13

           Item 6.    Exhibits and Reports on Form 8-K.....................13

           Signature.......................................................14

                                       2

<PAGE>



                         Part I. Financial Information

Item 1.    Financial Statements

                        POLARIS AIRCRAFT INCOME FUND IV,
                        A California Limited Partnership

                                 BALANCE SHEETS

                                                       March 31,    December 31,
                                                         1995          1994
                                                         ----          ----
                                                      (Unaudited)
ASSETS:

CASH AND CASH EQUIVALENTS                            $ 18,951,964  $ 18,152,875

RENT AND OTHER RECEIVABLES                              2,091,187     1,941,568

NOTES RECEIVABLE, net of allowance for credit
 losses of $2,831,915 in 1995 and $3,263,108 in 1994    5,150,330     5,862,206

AIRCRAFT at cost, net of accumulated depreciation
 of $52,306,248 in 1995 and $49,947,066 in 1994        66,371,196    68,730,378

OTHER ASSETS, net of accumulated amortization
 of $2,116,873 in 1995 and $2,105,937 in 1994              93,377       104,313
                                                     ------------  ------------

                                                     $ 92,658,054  $ 94,791,340
                                                     ============  ============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):

PAYABLE TO AFFILIATES                                $    144,587  $    174,860

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                   58,627        32,995

LESSEE SECURITY DEPOSITS                                1,084,512     1,072,067

MAINTENANCE RESERVES                                    2,640,825     2,146,917

DEFERRED RENTAL INCOME                                       --         110,000
                                                     ------------  ------------

     Total Liabilities                                  3,928,551     3,536,839
                                                     ------------  ------------

PARTNERS' CAPITAL (DEFICIT):
 General Partner                                       (3,568,546)   (3,543,265)
 Limited Partners, 499,964 units
   issued and outstanding                              92,298,049    94,797,766
                                                     ------------  ------------

     Total Partners' Capital                           88,729,503    91,254,501
                                                     ------------  ------------

                                                     $ 92,658,054  $ 94,791,340
                                                     ============  ============

        The accompanying notes are an integral part of these statements.

                                       3

<PAGE>



                        POLARIS AIRCRAFT INCOME FUND IV,
                        A California Limited Partnership

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)



                                                    Three Months Ended March 31,

                                                       1995            1994
                                                       ----            ----
REVENUES:
    Rent from operating leases                      $ 3,069,373     $ 3,121,973
    Interest                                            505,435         404,720
    Gain on sale of aircraft                               --           425,000
                                                    -----------     -----------

           Total Revenues                             3,574,808       3,951,693
                                                    -----------     -----------

EXPENSES:
    Depreciation and amortization                     2,370,118       2,803,744
    Management and advisory fees                        153,469         156,099
    Operating                                            44,167         869,978
    Administration and other                             60,080          53,550
                                                    -----------     -----------

           Total Expenses                             2,627,834       3,883,371
                                                    -----------     -----------

NET INCOME                                          $   946,974     $    68,322
                                                    ===========     ===========

NET INCOME ALLOCATED
    TO THE GENERAL PARTNER                          $   321,916     $   375,619
                                                    ===========     ===========

NET INCOME (LOSS) ALLOCATED TO
    LIMITED PARTNERS                                $   625,058     $  (307,297)
                                                    ===========     ===========

NET INCOME (LOSS) PER LIMITED
    PARTNERSHIP UNIT                                $      1.25     $     (0.61)
                                                    ===========     ===========


        The accompanying notes are an integral part of these statements.

                                       4

<PAGE>



                        POLARIS AIRCRAFT INCOME FUND IV,
                        A California Limited Partnership

              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)


                                           Year Ended December 31, 1994 and
                                           Three Months Ended March 31, 1995

                                       General       Limited
                                       Partner       Partners         Total
                                   -------------  -------------  -------------

Balance, December 31, 1993          $  (3,309,775) $ 117,899,531  $ 114,589,756

   Net income (loss)                    1,294,178     (9,352,755)    (8,058,577)

   Cash distributions to partners      (1,527,668)   (13,749,010)   (15,276,678)
                                    -------------  -------------  -------------

Balance, December 31, 1994             (3,543,265)    94,797,766     91,254,501

   Net income                             321,916        625,058        946,974

   Cash distribution to partners         (347,197)    (3,124,775)    (3,471,972)
                                    -------------  -------------  -------------

Balance, March 31, 1995 (Unaudited) $  (3,568,546) $  92,298,049  $  88,729,503
                                    =============  =============  =============


        The accompanying notes are an integral part of these statements.

                                       5

<PAGE>



                        POLARIS AIRCRAFT INCOME FUND IV,
                        A California Limited Partnership

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                    Three Months Ended March 31,

                                                         1995           1994
                                                         ----           ----
OPERATING ACTIVITIES:
 Net income                                          $    946,974  $     68,322
 Adjustments to reconcile net income to
   net cash provided by operating activities:
   Depreciation and amortization                        2,370,118     2,803,744
   Gain on sale of aircraft                                  --        (425,000)
   Changes in operating assets and liabilities:
     Increase in rent and other receivables              (149,619)      (80,091)
     Decrease in other assets                                --          35,887
     Increase (decrease) in payable to affiliates         (30,273)      119,270
     Increase (decrease) in accounts payable
       and accrued liabilities                             25,632       (11,500)
     Increase in lessee security deposits                  12,445       220,000
     Increase in maintenance reserves                     493,908          --
     Decrease in deferred income                         (110,000)         --
                                                     ------------  ------------

       Net cash provided by operating activities        3,559,185     2,730,632
                                                     ------------  ------------

INVESTING ACTIVITIES:
 Proceeds from sale of aircraft                              --         425,000
 Increase in notes receivable                                --        (163,077)
 Principal payments on notes receivable                   711,876        99,641
                                                     ------------  ------------

       Net cash provided by investing activities          711,876       361,564
                                                     ------------  ------------

FINANCING ACTIVITIES:
 Cash distribution to partners                         (3,471,972)   (4,166,367)
                                                     ------------  ------------

       Net cash used in financing activities           (3,471,972)   (4,166,367)
                                                     ------------  ------------

CHANGES IN CASH AND CASH
 EQUIVALENTS AND SHORT-TERM
 INVESTMENTS                                              799,089    (1,074,171)

CASH AND CASH EQUIVALENTS AND
 SHORT-TERM INVESTMENTS AT
 BEGINNING OF PERIOD                                   18,152,875    20,474,194
                                                     ------------  ------------

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                       $ 18,951,964  $ 19,400,023
                                                     ============  ============

        The accompanying notes are an integral part of these statements.

                                       6

<PAGE>



                        POLARIS AIRCRAFT INCOME FUND IV,
                        A California Limited Partnership

                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)


1.     Accounting Principles and Policies

In the opinion of management,  the financial statements presented herein include
all  adjustments,  consisting  only of  normal  recurring  items,  necessary  to
summarize fairly Polaris Aircraft Income Fund IV's (the Partnership's) financial
position and results of operations.  The financial statements have been prepared
in accordance with the  instructions  of the Quarterly  Report to the Securities
and  Exchange  Commission  (SEC)  Form  10-Q  and  do  not  include  all  of the
information  and note  disclosures  required by  generally  accepted  accounting
principles.  These  statements  should be read in conjunction with the financial
statements  and notes thereto for the years ended  December 31, 1994,  1993, and
1992  included in the  Partnership's  1994 Annual Report to the SEC on Form 10-K
(Form 10-K).

Financial  Accounting  Pronouncements  - The  Partnership  adopted SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," and the related SFAS No. 118
as of January  1, 1995.  SFAS No.  114 and SFAS No.  118  require  that  certain
impaired  loans be measured  based on the present  value of expected  cash flows
discounted at the loan's  effective  interest  rate; or,  alternatively,  at the
loan's  observable  market price or the fair value of the collateral if the loan
is collateral  dependent.  The Partnership had previously measured the allowance
for credit losses using methods similar to that prescribed in SFAS No. 114. As a
result,   no  additional   provision  was  required  by  the  adoption  of  this
pronouncement. The Partnership has recorded an allowance for credit losses equal
to the  full  amount  of the  following  impaired  loan as a  result  of  issues
regarding  its  collection  due to  restrictions  regarding the cash flow by the
Bankruptcy  Court.  The  Partnership  recognizes  revenue  on this  loan only as
payments are received.

As discussed  in Note 3, the modified  leases with  Continental  Airlines,  Inc.
(Continental)  include an  extended  deferral of the dates when  certain  rental
payments are due the Partnership. The Partnership recorded a note receivable and
an allowance for credit losses equal to the total of the deferred rents, the net
of which is reflected in the  accompanying  balance sheets.  The note receivable
and  corresponding  allowance  for credit  losses are  reduced by the  principal
portion of payments  received.  In addition,  the Partnership  recognizes rental
revenue and  interest  revenue in the period the  deferred  rental  payments are
received. The deferred rents and corresponding  allowance for credit losses were
$2,831,915  and  $3,263,108  as  of  March  31,  1995  and  December  31,  1994,
respectively.


2.     Lease to American Trans Air, Inc. (ATA)

As discussed in the Form 10-K,  the  Partnership  negotiated a seven-year  lease
with ATA for two Boeing 727-200  Advanced  aircraft  formerly on lease to USAir,
Inc. The leases began in February and March 1993.  ATA was not required to begin
making cash rental  payments  until January and February 1994,  although  rental
revenue will be recognized  over the entire lease term. The leases are renewable
for up to  three  one-year  periods.  ATA  transferred  to the  Partnership  two
unencumbered  Boeing  727-100  aircraft  as part of the lease  transaction.  The
Partnership sold both of these aircraft as discussed in the Form 10-K.


                                       7

<PAGE>



Under the ATA  lease,  the  Partnership  may be  required  to  finance  aircraft
hushkits for use on the aircraft at an estimated aggregate cost of approximately
$5.0 million,  which will be partially  recovered with interest through payments
from ATA over an extended lease term. The Partnership  loaned  $1,164,800 to ATA
in 1993 to  finance  the  purchase  by ATA of two  spare  engines.  This loan is
reflected  in  notes  receivable  in  the  accompanying   balance  sheets.   The
Partnership has received all scheduled principal and interest payments due under
the notes.  The  balances of the notes at March 31, 1995 and  December  31, 1994
were $913,154 and $949,489, respectively.


3.      Continental Lease Modification

As discussed in the Form 10-K, the Continental leases for the Partnership's five
McDonnell  Douglas  DC-9-30  aircraft  and Five  Boeing  727-200  aircraft  were
modified.  The modified agreement  specifies (i) extension of the leases for the
five Boeing  727-200s to April 1994 and for the five McDonnell  Douglas  DC-9-30
aircraft to June 1996; (ii)  renegotiated  rental rates averaging  approximately
67% of the original lease rates; (iii) payment of ongoing rentals at the reduced
rates beginning in October 1991; (iv) payment of deferred  rentals with interest
beginning in July 1992; and (v) payment by the  Partnership of certain  aircraft
modification and refurbishment  costs, not to exceed approximately $4.9 million,
a portion  of which  will be  recovered  with  interest  through  payments  from
Continental over the extended lease term. The Partnership's  share of such costs
will be  capitalized  and  depreciated  over  the  remaining  lease  terms.  The
Partnership's  balance  sheets  reflect the net  reimbursable  costs incurred of
$659,414 and $819,259 as of March 31, 1995 and December 31, 1994,  respectively,
as notes receivable.

On January  26,  1995,  Continental  announced  a number of actual and  proposed
changes in its  operations  and financial  situation.  In connection  with those
changes,  Continental indicated that it was discussing with certain of its major
lenders  modifications  to existing debt  amortization  schedules to enhance the
airline's capital structure. Continental stated that during those discussions it
would not be making  payments to such  lenders and  lessors  otherwise  required
under  the  current  contracts.  The  Partnership  is not  engaged  in any  such
discussions  with  Continental at the present time, and Continental has made all
payments due to the  Partnership  on a current basis to date.  Note 7 contains a
further discussion of the Continental events subsequent to March 31, 1995.


4.     Sale of Aircraft to Continental

The leases of five Boeing 727-200  aircraft to Continental  expired on April 30,
1994 as discussed in Note 3. In May 1994, the Partnership sold these aircraft to
Continental for an aggregate sales price of $5,032,865.  The Partnership  agreed
to accept  payment of the sales price in 29 monthly  installments  of  $192,500,
with  interest  at a rate of 9.5% per  annum.  The  Partnership  recorded a note
receivable  for the sales price and  recognized a loss on sale of  $6,707,562 in
the second quarter of 1994. The Partnership has received all scheduled  payments
due under the note. The note  receivable  balance at March 31, 1995 and December
31, 1994 was $3,213,253 and $3,706,458, respectively.


5.     Viscount Air Services, Inc. (Viscount) Restructuring

As discussed  in the Form 10-K,  the  Partnership  has entered into an agreement
with  Viscount  to defer  certain  rents  due the  Partnership  which  aggregate
$600,000;  to extend a line of credit to Viscount  for a total of $387,000 to be
used primarily for maintenance expenses relating to the Partnership's  aircraft;
and which gives the Partnership the option to acquire approximately 1.86% of the
issued  and  outstanding  shares of  Viscount  stock as of July 26,  1994 for an
option price of approximately $279,000.

                                       8

<PAGE>




The deferred  rents are being repaid by Viscount  with  interest at a rate of 6%
per annum over the  remaining  terms of the leases.  The unpaid  balances of the
deferred  rents,  which are reflected as rents  receivable in the March 31, 1995
and December 31, 1994 balance sheets, were $585,417 and $450,000,  respectively.
The line of credit, which was advanced to Viscount in full during 1994, is being
repaid by Viscount  over a 30-month  period,  beginning  in January  1995,  with
interest at a rate of 11.53% per annum. The line of credit  balances,  which are
reflected  as notes  receivable  in the March 31,  1995 and  December  31,  1994
balance  sheets,  were  $364,509 and $387,000,  respectively.  Note 7 contains a
further discussion of the Viscount events subsequent to March 31, 1995.


6.     Related Parties

Under the Limited Partnership  Agreement,  the Partnership paid or agreed to pay
the following  amounts for the current quarter to the general  partner,  Polaris
Investment  Management  Corporation,  in connection  with  services  rendered or
payments made on behalf of the Partnership:

                                         Payments for
                                      Three Months Ended    Payable at
                                        March 31, 1995    March 31, 1995
                                       --------------     --------------

Aircraft Management Fees                  $139,979          $108,314

Out-of-Pocket Administrative Expense
    Reimbursement                           41,878            35,688

Out-of-Pocket Maintenance and
    Remarketing Expense Reimbursement       80,379               585
                                          --------          --------

                                          $262,236          $144,587
                                          ========          ========


7.     Subsequent Events

Continental  Restructuring - In early April 1995,  Continental announced that it
had successfully  concluded  discussions with The Boeing Company, as well as its
primary lender and the City and County of Denver, that would provide Continental
with  approximately $370 million in cash deferrals and savings over the next two
years,  and that it had  reached a  preliminary  agreement  with  certain of its
lessors for additional cash deferrals.

Viscount  Payment  Delinquency - Viscount is presently past due on certain rent,
deferred rent, maintenance reserve and financing payments due the Partnership in
April and May 1995. The past due payments aggregate  approximately $228,000. The
Partnership is currently  negotiating an agreement with Viscount whereby certain
of these past due  payments,  in addition to certain  future  payments  due from
Viscount,  may be deferred.  Any agreement for a further deferral as well as any
failure by Viscount to perform its financial  obligations  with the  Partnership
will have an adverse affect on the Partnership's financial position.


                                       9

<PAGE>



Item 2.     Management's  Discussion and Analysis of Financial  Condition  and 
            Results of Operations

Polaris  Aircraft Income Fund IV (the  Partnership)  owns a portfolio of 13 used
commercial  jet  aircraft out of its  original  portfolio  of 33  aircraft.  The
portfolio  includes five DC-9-30 aircraft leased to Continental  Airlines,  Inc.
(Continental);  two Boeing 727-200  Advanced  aircraft  leased to American Trans
Air, Inc.  (ATA);  two Boeing  737-200  Advanced  aircraft  leased to GB Airways
Limited (GB Airways); two Boeing 737-200 Advanced aircraft leased to TBG Airways
Limited (TBG Airways);  and two Boeing 737-200  aircraft  leased to Viscount Air
Services,  Inc.  (Viscount).  Out of an original  portfolio of 33 aircraft,  one
Boeing 727-100 Freighter,  formerly leased to Emery Aircraft Leasing Corporation
(Emery),  was  declared a casualty  loss due to an  accident  in 1991,  fourteen
Boeing  727-100  Freighters  were sold to Emery in 1993, and five Boeing 727-200
aircraft were sold to Continental in May 1994. As discussed in the Partnership's
1994 Annual Report to the Securities and Exchange  Commission on Form 10-K (Form
10-K), in 1993, ATA  transferred to the Partnership two Boeing 727-100  aircraft
as part of the ATA lease  transaction.  One of these Boeing 727-100 aircraft was
sold in February 1994 and the second Boeing 727-100  aircraft was sold in August
1994.


Partnership Operations

The  Partnership  recorded  net  income  of  $946,974,   or  $1.25  per  limited
partnership  unit,  for the three months  ended March 31, 1995,  compared to net
income of  $68,322,  or an  allocated  net loss of $0.61 per unit,  for the same
period in 1994. The improved  operating  results in the first quarter of 1995 as
compared to the first quarter of 1994 is due primarily to a significant decrease
in operating and depreciation  expenses in 1995, partially offset by a reduction
in total revenues in 1995.

During the first  quarter of 1994,  the  Partnership  incurred  maintenance  and
remarketing costs of approximately $850,000 necessary to remarket the two Boeing
737-200 aircraft and four Boeing 737-200 Advanced aircraft, formerly on lease to
Britannia,  to GB  Airways,  TBG  Airways  and  Viscount.  Maintenance  expenses
recognized during the first quarter of 1995 were minimal in comparison.

Further impacting the improved operating results in the first quarter of 1995 as
compared to the first quarter of 1994 was a decrease in depreciation  expense in
1995.  Depreciation  expense for the three  months ended March 31, 1995 does not
include  depreciation  expense  for the five  Boeing  727-200  aircraft  sold to
Continental in May 1994.

Partially offsetting the improved operating results in the first quarter of 1995
as  compared to the first  quarter of 1994 was a decrease  in total  revenues in
1995 as a  result  of a gain of  $425,000  on the  sale  of one  Boeing  727-100
aircraft to Total Aerospace  Services,  Inc.  recognized in the first quarter of
1994. No aircraft sales were concluded in the first quarter of 1995.


Liquidity and Cash Distributions

Liquidity - As  discussed  in the Form 10-K,  the  Partnership  entered  into an
agreement  with  Viscount  under which it agreed to defer  certain rents due the
Partnership on two aircraft. These deferred rents, which aggregate $600,000, are
being repaid by Viscount  with  interest  over the  remaining  lease terms.  The
agreement with Viscount also stipulates that the Partnership advance Viscount up
to $387,000, primarily for maintenance expenses incurred by Viscount relating to
the Partnership's  aircraft.  In accordance with the agreement,  the Partnership
advanced  Viscount  $387,000  during 1994 which is being repaid by Viscount with

                                       10

<PAGE>



interest over a 30-month period beginning in January 1995. Viscount is presently
past due on certain  rent,  deferred  rent,  maintenance  reserve and  financing
payments  due the  Partnership  in April  and May  1995.  The past due  payments
aggregate  approximately  $228,000.  The Partnership is currently negotiating an
agreement  with  Viscount  whereby  certain of these  payments,  in  addition to
certain future payments due from Viscount,  may be deferred. Any agreement for a
further  deferral as well as any  failure by  Viscount to perform its  financial
obligations   with  the   Partnership   will  have  an  adverse  affect  on  the
Partnership's financial position.

As  described in Item 7 of the Form 10-K,  the  Continental  leases  provide for
payment  by  the  Partnership  of  the  costs  of  certain   maintenance   work,
Airworthiness  Directive  compliance,  aircraft  modification and  refurbishment
costs, a portion of which will be recovered with interest  through payments from
Continental  over the lease terms. The balance of the costs that the Partnership
is currently obligated to pay or finance is approximately $2.3 million.

As described in the Form 10-K, the ATA lease  specifies that the Partnership may
finance   certain   aircraft   hushkits  at  an  estimated   aggregate  cost  of
approximately  $5.0  million,  which will be partially  recovered  with interest
through payments from ATA over an extended lease term.

The  Partnership  receives  maintenance  reserve  payments  from  certain of its
lessees that may be  reimbursed to the lessee or applied  against  certain costs
incurred by the Partnership for maintenance work performed on the  Partnership's
aircraft, as specified in the leases.  Maintenance reserve balances remaining at
the  termination  of the lease may be used by the  Partnership  to offset future
maintenance  expenses or  recognized  as revenue.  The net  maintenance  reserve
balances aggregate $2,640,825 as of March 31, 1995.

The  Partnership's  cash reserves are being retained to finance a portion of the
cost that may be incurred under the leases with Continental and ATA and to cover
other potential cash requirements.

Cash  Distributions - Cash  distributions  to limited  partners during the three
months  ended  March 31,  1995 and 1994 were  $3,124,775,  or $6.25 per  limited
partnership unit and $3,749,730, or $7.50 per unit, respectively. The timing and
amount of future cash  distributions  will depend upon the Partnership's  future
cash requirements,  the receipt of payments from Continental for the sale of the
five Boeing 727-200  aircraft,  the receipt of modification  financing  payments
from  Continental,  the receipt of rental  payments  from  Continental,  ATA, GB
Airways,  TBG Airways and Viscount,  and the receipt of deferred rental payments
and financing payments from Viscount.


Continental Restructuring

As discussed in Notes 3 and 7 to the financial  statements and in the Form 10-K,
in January 1995,  Continental  announced a number of actual and proposed changes
in its  operations  and financial  situation.  In early April 1995,  Continental
announced  that  it had  successfully  concluded  discussions  with  The  Boeing
Company,  as well as its primary lender and the City and County of Denver,  that
would provide  Continental with approximately $370 million in cash deferrals and
savings over the next two years, and that it had reached a preliminary agreement
with certain of its lessors for additional cash deferrals.

                                       11

<PAGE>



                           Part II. Other Information


Item 1.     Legal Proceedings

As  discussed  in Item 3 of Part I of  Polaris  Aircraft  Income  Fund IV's (the
Partnership)  1994 Annual Report to the  Securities  and Exchange  Commission on
Form  10-K  (Form  10-K),  there  are a  number  of  pending  legal  actions  or
proceedings  to  which  the  Partnership  is a  party  or to  which  any  of its
properties are subject.  Except as described below,  there have been no material
developments  with respect to any such actions or proceedings  during the period
covered by this report.

Reuben Riskind, et al. v. Prudential Securities,  Inc., et al. - Kidder, Peabody
& Co. has been added as an  additional  defendant  by virtue of an  Intervenor's
Amended Plea in Intervention filed on or about April 7, 1995.

Adams,  et al. v.  Prudential  Securities,  Inc., et al. - On or about March 15,
1995,  this  action  was  removed to the United  States  District  Court for the
Northern  District  of Ohio,  Eastern  Division.  On  March  17,  1995,  certain
defendants, including Prudential Securities Corporation, filed a tagalong motion
to transfer this action to the consolidated  Multi-District  Litigation filed in
the United States District Court for the Southern District of New York, which is
described in Item 10 of Part III of the Partnership's 1994 Form 10-K.

Other  Proceedings  - Item 10 of Part III of the  Partnership's  1994  Form 10-K
discusses  certain  actions  which have been filed  against  Polaris  Investment
Management  Corporation  and others in connection  with the sale of interests in
the  Partnership  and the  management  of the  Partnership.  Except as described
below, there have been no material developments with respect to any of the other
actions described therein during the period covered by this report.

Cohen, et al. v. Kidder Peabody & Company,  Inc., et al. - On or about March 31,
1995 this  action  was  removed  to the  United  States  District  Court for the
Southern District of Florida.




                                       12

<PAGE>



Item 5.     Other Information

Effective March 31, 1995,  Howard L. Feinsand resigned as Director and President
of Polaris Investment  Management  Corporation (PIMC).  James W. Linnan, 53, has
assumed the position of Director and President of PIMC effective March 31, 1995.
Mr. Linnan has served PIMC in various capacities since April 1979, most recently
as Vice President.

Effective  March 31, 1995,  Rodney  Sirmons  resigned as Director of PIMC.  Eric
Dull, 34, has assumed the position of Director of PIMC effective March 31, 1995.
Mr. Dull presently holds the position of Senior Vice President, Restructuring of
GE Capital Aviation Services, Inc. (GECAS).

Effective May 1, 1995,  William C. Bowers resigned as Secretary of PIMC. Richard
L. Blume,  46, has assumed the position of Secretary  of PIMC  effective  May 1,
1995.  Mr. Blume  presently  holds the position of Executive  Vice President and
General Counsel of GECAS.

Norman Liu, 38, has assumed the position of Vice President of PIMC effective May
1, 1995.  Mr. Liu  presently  holds the  position of Executive  Vice  President,
Capital Funding and Portfolio Management of GECAS.

Edward Sun, 45, has assumed the position of Vice President of PIMC effective May
1, 1995.  Mr. Sun  presently  holds the  position of Senior  Managing  Director,
Structured Finance of GECAS.



Item 6.     Exhibits and Reports on Form 8-K

a)  Exhibits (numbered in accordance with Item 601 of Regulation S-K)

    27.  Financial Data Schedules (Filed electronically only)

b)  Reports on Form 8-K

    No reports on Form 8-K were filed by the  Registrant  during the quarter for
    which this report is filed.


                                                13

<PAGE>



                                   SIGNATURE



Pursuant 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.

                                    POLARIS AIRCRAFT INCOME FUND IV,
                                    A California Limited Partnership
                                    (Registrant)
                                    By:     Polaris Investment
                                            Management Corporation,
                                            General Partner




          May 10, 1995                 By:     /S/James F. Walsh
- -------------------------------                -----------------
                                               James F. Walsh
                                               Chief Financial Officer
                                               (principal financial officer and
                                               principal accounting officer of
                                               Polaris Investment Management
                                               Corporation, General Partner of
                                               the Registrant)

                                       14

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<PERIOD-TYPE>                                               3-MOS
<FISCAL-YEAR-END>                                               DEC-31-1995
<PERIOD-END>                                                    MAR-31-1995
<CASH>                                                             18951964
<SECURITIES>                                                              0
<RECEIVABLES>                                                       7241517
<ALLOWANCES>                                                              0
<INVENTORY>                                                               0
<CURRENT-ASSETS>                                                          0
<PP&E>                                                            118677444
<DEPRECIATION>                                                     52306248
<TOTAL-ASSETS>                                                     92658054
<CURRENT-LIABILITIES>                                                     0
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                                                     0
                                                               0
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<SALES>                                                                   0
<TOTAL-REVENUES>                                                    3574808
<CGS>                                                                     0
<TOTAL-COSTS>                                                             0
<OTHER-EXPENSES>                                                    2627834
<LOSS-PROVISION>                                                          0
<INTEREST-EXPENSE>                                                        0
<INCOME-PRETAX>                                                      946974
<INCOME-TAX>                                                              0
<INCOME-CONTINUING>                                                  946974
<DISCONTINUED>                                                            0
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                         946974
<EPS-PRIMARY>                                                          1.25
<EPS-DILUTED>                                                             0
        

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