FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

x ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1995

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-26048


                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1

State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization                                Identification No.)

California                                                   33-0563307

WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1
3158 Redhill Avenue, Suite 120, Costa Mesa, CA  92626
(714) 662-5565

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

Title of Securities                                Exchanges on which Registered

None                                                   N/A

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

UNITS OF LIMITED PARTNERSHIP INTEREST                  N/A


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 (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 ____  Indicate  by check  mark if
disclosure of delinquent  filers  pursuant to Item 405 of Regulation  S-K is not
contained  herein,  and  will  not 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-K or any amendment to this Form 10-K. x



                       DOCUMENTS INCORPORATED BY REFERENCE

         List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g.,  Part I, Part II, etc.) into which the document
is  incorporated:  (1) Any annual report to security  holders;  (2) Any proxy or
information  statement;  and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980).

None



<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA


                             
                                                                 May 4, 1993
                   Year ended                                   (inception)To
                   December 31, 1995      December 31,1994    December 31, 1993
                   -----------------      ----------------    -----------------

Revenues                     $68,682         $        8           $           0

Partnership operating
expenses                      86,499             67,946                  11,634

Equity in loss of
Local Partnerships          (727,986)          (413,316)                (     0)
                            --------           --------                 -------

Net loss                  $ (745,803)      $   (396,001)              $ (11,634)
                           =========          =========               =========

Net loss per Limited
Partnership Interest         $(73.83)          $ (50.35)            (a) $(23.55)
                             =======            =======                 =======

Total assets             $ 8,355,140       $ 10,391,250             $ 2,389,712
                           =========         ==========               =========

Net investment in
Local Partnerships        $ 6,928,034        $ 7,852,303              $  355,087
                           =========         ==========                ========

Capital contributions payable
to Local Partnerships       $799,745        $ 2,289,218              $  125,263
                             =======          =========                ========
Accrued fees and expenses
due to affiliates           $ 65,438           $ 75,820              $1,229,220
                              ======             ======               =========

(a) Limited Partners were not admitted to the Partnership until January 1994.


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

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of  approximately  $696,900 for the period
ended  December 31, 1995.  This  decrease in cash consists of cash (used by) and
provided by the  Partnership's  operating,  investing  activities  and financing
activities of approximately $55,400, $(914,800) and $162,500, respectively. Cash
used by investing  activities  consisted  primarily of capital  contributions to
Local  Limited  Partnerships  of  approximately   $1,317,000,   and  payment  of
capitalized  costs  totaling  approximately  $7,100.  Cash provided by investing
activities  consisted of a the  collection of loans  receivable  and advances of
approximately  $409,300. Cash used by financing activities consisted of advances
to General Partner and affiliates of approximately  $47,000 and cash provided by
consisted  of  capital   contributions   from  partners  and  offering   expense
adjustments of $145,000 and 64,500,  respectively.  Cash provided by and used by
the operating  activities of the Partnership  was minimal  compared to its other
activities.  Cash  provided  by  operating  activities  consisted  primarily  of
interest  received  on cash  deposits,  and cash  used in  operating  activities
consisted  primarily  of payments for  operating  fees and  expenses.  The major
components of all these activities are discussed in greater detail below.

<PAGE>

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately $2,106,700 for the period
ended December 31, 1994. This increase in cash was provided by the Partnership's
operating  and financing  activities,  including the proceeds from the offering.
Cash from financing  activities for the period of  approximately  $7,113,635 was
sufficient to fund the investing  activities of the Partnership in the aggregate
amount  of  approximately  $5,053,500,  which  consisted  primarily  of  capital
contributions to Local Limited  Partnerships of approximately  $4,972,300,  less
loans repaid by Local Limited  Partnerships  and  acquisition  costs and fees of
approximately $760,400. Cash provided by and used by the operating activities of
the Partnership was minimal compared to its other  activities.  Cash provided by
operating  activities consisted primarily of interest received on cash deposits,
and cash used in  operating  activities  consisted  primarily  of  payments  for
operating fees and expenses.  The major  components of all these  activities are
discussed in greater detail below.

The Partnership is indebted to WNC & Associates,  Inc., at December 31, 1995 and
December  31,  1994  in  the  amount  of  approximately   $65,400  and  $75,800,
respectively. The component items of such indebtedness are as follows:

                                                  1995                    1994
                                                  ----                    ----

Advances to pay acquisition fees                                       $31,700
Advances due to (from) affiliate made for
  acquisition costs, organizational, offering
  and selling expenses                          (1,200)                 14,100
Asset management fees                           66,600                  30,000
                                                ------                  ------
   Total                                       $65,400                 $76,800
                                               =======                 =======


As of December 31, 1995, the Partnership has received approximately  $10,000,000
from the  sale of  Units.  Approximately  $8,116,000  (81%)  of  which  has been
committed to the purchase price and acquisition fees and costs of investments in
20 Local  Limited  Partnership  Interests.  The  Partnership  had  made  capital
contributions  to Local  Limited  Partnerships  in the  amount of  approximately
$6,477,000 as of December 31, 1995.

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
Local Limited  Partnerships in which the Partnership has invested or will invest
will generate cash sufficient to provide distributions to the Partnership of any
material amount.  Distributions  to the Partnership  would first by used to meet
operating  expenses  of the  Partnership,  including  the  payment  of the asset
management fee to the General Partner.  See Item 11 hereof.  As a result,  it is
not anticipated that the Partnership  will provide  distributions to the Limited
Partners prior to the sale of the Apartment Complexes, if ever.

The Partnership's  investments are not readily marketable and may be affected by
adverse general economic conditions which, in turn, could substantially increase
the risk of operating  losses for the  Apartment  Complexes,  the Local  Limited
Partnerships  and the  Partnership.  These  problems may result from a number of
factors,   many  of  which  cannot  be  controlled   by  the  General   Partner.
Nevertheless,  the General Partner anticipates that capital raised from the sale
of the Units is sufficient to fund the Partnership's operations.

The  Partnership  has  established  working  capital  reserves of at least 3% of
capital  contributions,  an amount  which is  anticipated  to be  sufficient  to
satisfy general working capital and administrative  expense  requirements of the
Partnership  excluding  payment of the asset  management fee as well as expenses
attendant to the preparation of tax returns and reports to the Limited  Partners
and other investor  servicing  obligations of the Partnership.  Liquidity would,
however,  be adversely  affected by  unanticipated  or greater than  anticipated
operating costs. To the extent that working capital reserves are insufficient to
satisfy  the  cash  requirements  of the  Partnership,  it is  anticipated  that
additional  funds  would be sought  through  bank  loans or other  institutional
<PAGE>

financing.  The General Partner may also apply any cash  distributions  received
from the  Local  Limited  Partnerships  for such  purposes  or to  replenish  or
increase working capital reserves.

Under its  Partnership  Agreement the  Partnership  does not have the ability to
assess its partners for additional  capital  contributions to provide capital if
needed  by the  Partnership  or  Local  Limited  Partnerships.  Accordingly,  if
circumstances arise that cause the Local Limited Partnerships to require capital
in addition to that  contributed by the  Partnership and any equity of the Local
General Partners, the only sources from which such capital needs will be able to
be  satisfied  (other than the limited  reserves  available  at the  Partnership
level) will be (i) third-party debt financing  (which may not be available,  if,
as expected, the Apartment Complexes owned by the Local Limited Partnerships are
already  substantially  leveraged),  (ii)  additional  equity  contributions  or
advances of the Local General Partners,  (iii) other equity sources (which could
adversely affect the Partnership's  interest in Low Income Housing Credits, cash
flow and/or  proceeds of sale or  refinancing  of the  Apartment  Complexes  and
result in adverse tax consequences to the Limited Partners), or (iv) the sale or
disposition  of the  Apartment  Complexes  (which  could  have the same  adverse
effects as discussed in (iii) above).  There can be no assurance that funds from
any of such sources would be readily available in sufficient amounts to fund the
capital requirement of the Local Limited Partnerships in question. If such funds
are not  available,  the Local Limited  Partnerships  would risk  foreclosure on
their Apartment  Complexes if they were unable to renegotiate the terms of their
first  mortgages  and any other debt secured by the  Apartment  Complexes to the
extent the capital requirements of the Local Limited Partnerships relate to such
debt.


The  Partnership's  capital  needs and  resources  are expected to undergo major
changes  during  their  first  several  years of  operations  as a result of the
completion of their  offerings of Units and their  acquisition  of  investments.
Thereafter,  the  Partnership's  capital  needs and resources are expected to be
relatively  stable over the  holding  periods of the  investments  except to the
extent of proceeds received in payment of Promissory Notes and disbursed to fund
the deferred obligations of the Partnerships.

Results of Operations
---------------------

As reflected on its  Statements of  Operations,  the  Partnership  had losses of
approximately  $745,800 and  $396,000 for the years ended  December 31, 1995 and
1994,  respectively.  The  component  items of revenue and expense are discussed
below.


Revenue.  The Partnership's  revenues  consisted  entirely of interest earned on
Promissory  Notes  and  cash  deposits  held in  financial  institutions  (i) as
Reserves,  or (ii) pending  investment in Local Limited  Partnerships.  Interest
revenue in future years will be a function of prevailing  interest rates and the
amount of cash balances.  It is anticipated  that the Partnership  will maintain
cash  Reserves  in an amount  not  materially  in excess of the  minimum  amount
required by its Partnership Agreement, which is 3% of Capital Contributions.

Expenses. The most significant component of operating expenses is expected to be
the Asset  Management Fee. The Asset  Management Fees is equal to the greater of
(i) $2,000 for each Apartment Complex or (ii) 0.275% of gross proceeds, and will
be decreased or increased annually based on changes to the Consumer Price Index.
The annual  management  fee incurred was $36,667 and $30,000 for the years ended
December 31, 1995 and 1994, respectively.

Amortization  expense  consists of the  amortization of capitalized  acquisition
fees and costs and of  organization  costs over a period of 30 years and t years
respectively.

Office expense consist of the  Partnership's  administrative  expenses,  such as
accounting and legal fees, bank charges and investor reporting expenses.
<PAGE>

Equity in losses from Limited  Partnerships.  The Partnership's equity in losses
from  Limited  Partnerships  is  generally  equal  to  approximately  99% of the
aggregate net loss of the Limited Partnerships. After rent-up, the Local Limited
Partnerships  are expected to generate  losses  during each year of  operations;
this is so because,  although rental income is expected to exceed cash operating
expenses,  depreciation and amortization deductions claimed by the Local Limited
Partnerships are expected to exceed net rental income.


Item 8.  Financial Statements and Supplementary Data:
<PAGE>




               WNC HOUSING TAX CREDIT FUND, IV, L.P., SERIES 1
                     (A California Limited Partnership)

                            FINANCIAL STATEMENTS

               For The Years Ended December 31, 1995 and 1994

                                    with

                    INDEPENDENT AUDITORS' REPORT THEREON








<PAGE>

                          INDEPENDENT AUDITORS' REPORT





To the Partners
WNC Housing Tax Credit Fund IV, L.P., Series 1


We have audited the accompanying  consolidated balance sheets of WNC Housing Tax
Credit  Fund  IV,  L.P.,  Series  1  (a  California  Limited  Partnership)  (the
Partnership)  as of December  31, 1995 and 1994 and the  related  statements  of
operations,  partners'  equity (deficit) and cash flows for the years then ended
and for the period May 4, 1993 (date of inception)  to December 31, 1993.  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 did not audit certain of the financial  statements of the limited
partnerships  in which WNC  Housing  Tax  Credit  Fund IV,  L.P.,  Series 1 is a
limited  partner.  These  investments,  as discussed in Note 3 to the  financial
statements,  are accounted for by the equity method. The financial statements of
certain of the limited partnerships,  representing 83% and 76% of investments in
limited partnerships at December 31, 1995 and 1994,  respectively,  were audited
by other  auditors  whose  reports  have been  furnished to us, and our opinion,
insofar as it relates to the amounts included for such limited partnerships,  is
based solely on the report of the other auditors.

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
management,  as well as evaluating the overall financial statement presentation.
We  believe  that our  audits  and the  reports  of  other  auditors  provide  a
reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of other auditors, the 1995
and 1994 financial  statements referred to above present fairly, in all material
respects, the financial position of WNC Housing Tax Credit Fund IV, L.P., Series
1 (a California  Limited  Partnership) as of December 31, 1995 and 1994, and the
results  of its  operations  and its cash flows for the years then ended and for
the period May 4, 1993 (date of  inception)  to December 31, 1993 in  conformity
with generally accepted accounting principles.






Irvine, California
February 29, 1996, except
 as to Note 3 which is as of
 May 9, 1997



<PAGE>


                WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                      (A California Limited Partnership)

                                BALANCE SHEETS

                          December 31, 1995 and 1994



ASSETS                                         1995                   1994
                                               ----                   ----
Cash and cash equivalents                 $  1,410,867           $   2,107,761
Advances receivable (Note 2)                       ---                 409,286
Investments in limited partnerships
 (Note 3)                                    6,928,034               7,852,303
Other assets                                    16,239                  21,900
                                             ---------               ---------
 
                                          $  8,355,140           $  10,391,250
                                             =========              ==========
  
LIABILITIES AND PARTNERS' 
EQUITY (DEFICIT)

Liabilities:
  Payables to limited partnerships
   (Note 5)                               $    799,745           $   2,289,218
  Accrued fees and advances due to
   General Partner and affiliate
   (Note 4)                                     65,438                  75,820
                                             ---------                 -------

     Total liabilities                         865,183               2,365,038
                                             =========               =========
 
Partners' equity (deficit) (Note 7):
  General partner                              (25,001)                (18,188)
  Limited partners (10,000 units
   authorized - 10,000 units
   outstanding at December 31, 1995
   and 1994)                                 7,514,958               8,044,400
                                             ---------               --------- 
     Total partners' equity                  7,489,957               8,026,212
                                             ---------               --------- 
                                          $  8,355,140           $  10,391,250
                                             =========              ==========  



                See accompanying notes to financial statements
                                   FS-3

<PAGE>


                WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                      (A California Limited Partnership)

                           STATEMENTS OF OPERATIONS

              For The Years Ended December 31, 1995 and 1994, and
                  The Period May 4, 1993 (Date of Inception)
                             To December 31, 1993


                                      1995            1994            1993
                                      ----            ----            ----  
Interest income                 $   68,682     $     85,261    $       ---
                                  --------         --------       --------
Operating expenses:
  Amortization                      30,926           20,797            ---
  Asset management fees 
   (Note 4)                         36,667           30,000            ---
  Interest expense                     ---            4,327         11,563
  Other                             18,906           12,822             71
                                  --------         --------       --------
     Total operating expenses       86,499           67,946         11,634
                                  --------         --------       -------- 
Income (loss) from operations      (17,817)          17,315        (11,634)

Equity in losses from limited
 partnerships (Note 3)            (727,986)        (413,316)           ---
                                  --------         --------       --------
 
     Net loss                  $  (745,803)    $   (396,001)   $   (11,634)
                                  ========         ========       ========
Net loss allocated to:
  General partner              $    (7,458)    $     (3,960)   $      (116)
  Limited partners                (738,345)        (392,041)       (11,518)
                                  --------         --------       --------
     Total net loss allocated  $  (745,803)    $   (396,001)   $   (11,634)
                                  ========         ========       ======== 
Net loss per weighted limited 
partner units                  $    (73.83)    $     (50.35)   $    (23.55)
                                  ========         ========       ======== 
Outstanding weighted limited 
partner units                       10,000            7,787            489
                                  ========         ========       ======== 


                   See accompanying notes to financial statements
                                         FS-4

<PAGE>
                WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1       
                      (A California Limited Partnership)

                  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

             For The Years Ended December 31, 1995 and 1994, and
                  The Period May 4, 1993 (Date of Inception)
                            To December 31, 1993



                                      General         Limited
                                      Partner         Partners         Total

Capital contribution from
 General Partner                  $       100      $       ---   $         100

Capital contributions                     ---          978,000         978,000

Capital issued for notes
 receivable (Note 7)                      ---          (56,000)        (56,000)

Offering expenses                      (1,219)        (120,701)       (121,920)

Net loss                                 (116)         (11,518)        (11,634)
                                   ----------       ----------      ----------  
Equity (deficit)
 December 31, 1993                     (1,235)         789,781         788,546

Capital contributions                     ---        9,022,000       9,022,000

Offering expenses                     (12,993)      (1,286,340)     (1,299,333)

Collection of notes receivable
 (Note 7)                                 ---           56,000          56,000

Capital issued for notes
 receivable (Note 7)                      ---         (145,000)       (145,000)

Net loss                               (3,960)        (392,041)       (396,001)
                                   ----------       ----------      ----------
Equity (deficit)
 December 31, 1994                    (18,188)       8,044,400       8,026,212

Collection of notes receivable
 (Note 7)                                 ---          145,000         145,000

Offering expenses                         645           63,903          64,548

Net loss                               (7,458)        (738,345)       (745,803)
                                   ----------       ----------      ----------
Equity (deficit)
 December 31, 1995                $   (25,001)     $ 7,514,958     $ 7,489,957
                                   ==========       ==========      ==========  




                    See accompanying notes to financial statements
                                        FS-5

<PAGE>

                   WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                         (A California Limited Partnership)

                              STATEMENTS OF CASH FLOWS

                 For The Years Ended December 31, 1995 and 1994, and
                     The Period May 4, 1993 (Date of Inception)
                                To December 31, 1993



                                              1995        1994         1993
                                              ----        ----         ----
Cash flows from operating activities:
  Net loss                            $   (745,803)   $  (396,001) $   (11,634)
  Adjustments to reconcile net
   loss to net cash provided
   (used) by operating activities:
    Amortization                            30,926         20,797          ---
    Equity in loss of limited
     partnerships                          727,986        413,316          ---
    Accrued asset management fees due
     affiliate of general partner           36,667         30,000          ---
    Accrued interest payable to
     affiliate of general partner              ---        (10,862)      10,862
    Change in accrued interest payable         ---           (701)         701
    Change in other assets                   5,661         (9,900)         ---
                                        ----------     ----------    ---------
Net cash provided (used) by operating
 activities                                 55,437         46,649          (71)
                                        ----------     ----------    ---------
Cash flows from investing activities:
  Investments in limited partnerships,
   net                                  (1,317,044)    (4,972,314)    (187,800)
  Changes in advances from general
   partner and affiliates for
   acquisition fees                            ---         (8,179)         ---
  Change in advances receivable            409,286        687,310   (1,096,596)
  Acquisition costs and fees                (7,072)      (760,369)         ---
                                        ----------     ----------    ---------
Net cash used in investing activities     (914,830)    (5,053,552)  (1,284,396)
                                        ----------     ----------    ---------
Cash flows from financing activities:
  Capital contributions from partners      145,000      9,855,000          100
  Changes in advances from general
   partner and affiliates for:
    Acquisition of limited partnerships    (47,049)    (1,039,414)   1,039,414
    Offering adjustments (expenses)            ---       (156,636)         ---
  Offering adjustments (expenses)           64,548     (1,299,333)         ---
  Proceeds (payments) on loan payable          ---       (245,982)     245,982
                                        ----------     ----------    ---------
Net cash provided by financing
 activities                                162,499      7,113,635    1,285,496
                                        ----------     ----------    ---------
Net increase in cash and cash
 equivalents                              (696,894)     2,106,732        1,029

Cash, beginning of year                  2,107,761          1,029          ---
                                        ----------     ----------    ---------
Cash, end of year                     $  1,410,867  $   2,107,761  $     1,029
                                        ==========     ==========    ========= 







Continued

                                          FS-6


<PAGE>


                WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                      (A California Limited Partnership)

                     STATEMENTS OF CASH FLOWS - CONTINUED

              For The Years Ended December 31, 1995 and 1994, and
                  The Period May 4, 1993 (Date of Inception)
                             To December 31, 1993



                                      1995              1994              1993

SUPPLEMENTAL DISCLOSURE OF 
 CASH FLOW INFORMATION:

  Interest paid                 $       ---        $    15,890    $        ---
                                   ========           ========        ========
  Income taxes paid             $       800        $       800    $        ---
                                   ========           ========        ========

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During the years ended December 31, 1995 and 1994, the Partnership incurred, but
did not pay $36,667 and  $30,000,  respectively,  of  management  fees due to an
affiliate.

During the year ended December 31, 1994, the Partnership  incurred,  but did not
pay  $2,163,955  of payables to limited  partnerships  (in  connection  with its
investments in limited partnerships).

During the year ended December 31, 1994, the Partnership  incurred,  but did not
pay acquisitions fees of $31,691 payable to an affiliate.

The Partnership had incurred  payables (in connection with its investment in the
limited partnership) of $125,263 as of December 31, 1993.

The Partnership had  subscriptions  receivable and notes  receivable for capital
contributions of $922,000 and $56,000,  respectively, at December 31, 1993 (Note
7).

The Partnership had incurred offering costs of $121,920 and acquisition fees and
expenses of $42,024 and  organization  costs of $15,000 which were payable to an
affiliate of the general partner as of December 31, 1993.








                  See accompanying notes to financial statements
                                     FS-7

<PAGE>


                    WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                          (A California Limited Partnership)

                             NOTES TO FINANCIAL STATEMENTS

                  For The Years Ended December 31, 1995 and 1994, and
                      The Period May 4, 1993 (Date of Inception)
                                 To December 31, 1993



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Organization
------------

WNC Housing Tax Credit Fund IV, L.P.,  Series 1 (the  "Partnership")  was formed
under  the  California  Revised  Limited  Partnership  Act on May 4,  1993,  and
commenced  operations on October 20, 1993. The  Partnership was formed to invest
primarily in other limited  partnerships which will own and operate multi-family
housing complexes that will qualify for low income housing credits.

The  general  partner  is WNC  Tax  Credit  Partners,  IV,  L.P.  (the  "General
Partner"),  a California  limited  partnership.  WNC &  Associates,  Inc. is the
general  partner of the General  Partner.  Wilfred N. Cooper,  Sr.,  through the
Cooper Revocable Trust,  owns 70% of the outstanding  stock of WNC & Associates,
Inc. John B. Lester,  Jr. is the original limited partner of the Partnership and
owns,  through the Lester Family Trust,  30% of the  outstanding  stock of WNC &
Associates, Inc.

The  Partnership  Agreement  authorized  the sale of  10,000  units  of  limited
partnership  interests  at $1,000  per Unit  ("Units").  The  offering  of Units
concluded in July 1994 at which time 10,000  Units in the amount of  $10,000,000
had been accepted.  The General  Partner has a 1% interest in operating  profits
and losses,  taxable income and loss and in cash available for distribution from
the  Partnership.  The limited  partners  will be allocated the remaining 99% of
these items in proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in  the   Partnership   Agreement)  and  the  General  Partner  has  received  a
subordinated  disposition  fee (as described in Note 4), any additional  sale or
refinancing  proceeds  will  be  distributed  90% to the  limited  partners  (in
proportion to their respective investments) and 10% to the General Partner.

The Partnership's  investments in limited  partnerships are subject to the risks
incident to the management and ownership of multifamily residential real estate,
and  include  the risks  that  neither  the  Partnership's  investments  nor the
apartment   complexes  owned  by  the  limited   partnerships  will  be  readily
marketable.  Additionally there can be no assurance that the Partnership will be
able to dispose of its  interest in the limited  partnerships.  The value of the
Partnership's  investments  will be subject to  changes  in  national  and local
economic conditions,  including unemployment  conditions,  which could adversely
impact vacancy levels, rental payment defaults and operating expenses.  This, in
turn,  could  substantially  increase  the  risk  of  operating  losses  for the
apartment  complexes  and the  Partnership.  The  apartment  complexes  could be
subject to loss through  foreclosure.  In addition,  each limited partnership is
subject to risks relating to  environmental  hazards which might be uninsurable.
Because the Partnership's ability to control its operations will depend on these
and other  factors  beyond the  control of the  General  Partner and the general
partners of the limited partnerships, there can be no assurance that Partnership
operations will be profitable or that the  anticipated  housing tax credits will
be available to limited partners.







Continued

                                     FS-8

<PAGE>


                    WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                          (A California Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended December 31, 1995 and 1994, and
                      The Period May 4, 1993 (Date of Inception)
                                 To December 31, 1993



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

Method of Accounting For Investments in Limited Partnerships
------------------------------------------------------------

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the limited partnership's results of operations and for
any distributions  received.  Costs incurred by the Partnership in acquiring the
investments in limited  partnerships  are  capitalized as part of the investment
and amortized over 30 years (see Note 3).

Losses  from  limited  partnerships  allocated  to the  Partnership  will not be
recognized to the extent that the  investment  balance  would be adjusted  below
zero.

Use of Estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could materially differ from those estimates.

Cash and Cash Equivalents
-------------------------

The  Partnership  considers all investments  with remaining  maturities of three
months or less when purchased to be cash equivalents.

Concentration of Credit Risk
----------------------------

At December  31,  1995,  the  Partnership  maintained  cash  balances at certain
financial institutions in excess of the federally insured maximum.

Offering Expenses
-----------------

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees, and other costs  incurred in connection  with the
selling of limited partnership interests in the Partnership. The General Partner
is  obligated  to pay all  offering  and  organization  costs in  excess  of 15%
(including sales commissions) of the total offering proceeds.  Offering expenses
are reflected as a reduction of limited partners'  capital.  The Partnership has
incurred  offering  and  selling  expenses  to date of  $606,705  and  $750,000,
respectively,  as of December  31, 1995,  which are  reflected as a reduction of
partners'  equity.  During 1995, it was  determined by management  that offering
costs were overstated by $64,548 at December 31, 1994. Accordingly, during 1995,
the  correction  of such  overstatement  has been  reflected  as a reduction  to
offering  costs  and  accrued  fees and  advances  due to  General  Partner  and
affiliate.

Organization Costs
------------------

Organization  costs are being  amortized  on the  straight-line  method  over 60
months. Organization costs amounted to $15,000 as of December 31, 1995 and 1994.
Accumulated  amortization  amounted to $6,000 and $3,000 as of December 31, 1995
and 1994, respectively.

Continued

                                    FS-9

<PAGE>

                    WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                         (A California Limited Partnership)


                      NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 For The Years Ended December 31, 1995 and 1994, and
                     The Period May 4, 1993 (Date of Inception)
                                To December 31, 1993



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

Net Loss Per Limited Partner Unit
---------------------------------

Net loss per limited partner unit is computed by dividing the limited  partners'
share of net loss by the weighted  number of limited  partner units  outstanding
during the period.

NOTE 2 - ADVANCES RECEIVABLE
----------------------------

For 1994,  advances  represent amounts paid to three limited  partnerships which
the Partnership did not acquire. These amounts,  which are  noninterest-bearing,
were repaid in 1995 by affiliates of the General  Partner who became the limited
partner in these three limited partnerships.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
--------------------------------------------

As of  December  31,  1995  and  1994,  the  Partnership  had  acquired  limited
partnership  interests in twenty  limited  partnerships,  each of which owns one
apartment  complex.  As of December  31,  1995,  construction  on all  apartment
complexes  was  complete.   The  respective  general  partners  of  the  limited
partnerships  manage  the day to day  operations  of the  limited  partnerships.
Significant  limited  partnership  business  decisions  require  approval of the
Partnership. The Partnership, as a limited partner, is entitled to up to 99%, as
specified in the partnership agreements,  of the operating profits and losses of
the  limited  partnerships  upon  its  acquisition  of its  limited  partnership
interests.

The  Partnership's  investments  in the  limited  partnerships  as  shown in the
accompanying  balance  sheet as of December 31, 1995 and 1994 are  approximately
$1,519,000 and $2,319,000,  respectively,  greater than the Partnership's equity
as shown in the limited partnership's  financial statements.  This difference is
primarily due to acquisition  costs related to the acquisition of the investment
that have been capitalized in the Partnership's  investment  account and will be
amortized  over 30  years  and  capital  contributions  accrued  but  not  paid.
Following is a summary of the  components of the  Partnership's  investments  in
limited partnerships as of December 31, 1995 and 1994:

                                                  1995              1994

Investments per balance sheet,
 beginning of period                      $    7,852,303    $       355,087

Capital contributions to limited
 partnerships                                        ---          7,136,269

Tax credit adjustments and
 distributions                                  (172,429)               ---


Continued

                                         FS-10

<PAGE>


                   WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                         (A California Limited Partnership)

                      NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 For The Years Ended December 31, 1995 and 1994, and
                     The Period May 4, 1993 (Date of Inception)
                                To December 31, 1993



NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------

                                                  1995              1994
                                                  ----              ----  
Capitalized acquisition fees
 and costs                                       4,072            792,060

Equity in losses of limited
 partnerships                                 (727,986)          (413,316)

Amortization of capitalized
 acquisition fees and costs                    (27,926)           (17,797)
                                             ---------          --------- 
Investments per balance sheet,
 end of period                         $     6,928,034      $   7,852,303
                                             =========          ========= 

Approximate   selected   financial   information  from  the  combined  financial
statements of the limited partnerships at December 31, 1995 and 1994 and for the
periods then ended is as follows:

                              COMBINED BALANCE SHEETS

ASSETS                                              1995                1994
                                                    ----                ----  
Cash                                       $     918,000        $      702,000
Land                                           1,586,000             1,364,000
Construction in progress                             ---             6,705,000
Buildings, net                                31,916,000            21,397,000
Due from affiliates                               94,000             1,069,000
Other assets                                     559,000               147,000
                                              ----------            ----------  
                                           $  35,073,000        $   31,384,000
                                              ==========            ==========  
LIABILITIES AND PARTNERS' EQUITY

Liabilities:
  Construction and mortgage loans payable  $  26,396,000        $   22,526,000
  Other liabilities                            2,600,000             2,394,000
                                              ----------            ----------
     Total liabilities                        28,996,000            24,920,000
                                              ----------            ----------
Partners' equity:
  WNC Housing Tax Credit Fund IV, L.P.,
   Series 1                                    5,409,000             5,533,000
  Other partners                                 668,000               931,000
                                              ----------            ----------
     Total partners' equity                    6,077,000             6,464,000
                                              ----------            ----------
                                           $  35,073,000        $   31,384,000
                                              ==========            ==========

Continued

                                         FS-11

<PAGE>


                 WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

               For The Years Ended December 31, 1995 and 1994, and
                   The Period May 4, 1993 (Date of Inception)
                              To December 31, 1993



NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------

                        COMBINED STATEMENTS OF OPERATIONS

                                                 1995              1994
                                                 ----              ---- 
Revenues:
  Operating                                $ 2,245,000        $    811,000
  Other (not allocable to Partnership)          90,000              30,000
                                             ---------           ---------
     Total revenues                          2,335,000             841,000
                                             ---------           ---------
Expenses:
  Operating expenses                         1,530,000             389,000
  Interest expense                             641,000             259,000
  Depreciation                                 901,000             592,000
                                             ---------           ---------
     Total expenses                          3,072,000           1,240,000
                                             ---------           ---------
Net loss                                   $  (737,000)       $   (399,000)
                                             =========           =========
Net loss allocable to  Partnership         $  (728,000)       $   (413,000)
                                             =========           =========

Certain limited  partnerships  have incurred  operating  losses and have working
capital deficiencies.  In the event these limited partnerships continue to incur
operating  losses,  additional  capital  contributions by the Partnership may be
required to sustain the operations of such limited  partnerships.  If additional
capital  contributions  are not made when they are required,  the  Partnership's
investment in certain of such limited partnerships could be impaired.

One limited  partnership,  which  represents 19% of the total combined equity of
the investments in limited  partnerships,  has insufficient cash flow to service
the limited partnership's indebtedness as required during 1996. In addition, the
limited  partnership is in  negotiations to restructure  its  construction  loan
payable.  The ultimate result of these negotiations could  significantly  impact
management's plans to hold its rental property in the normal course of business.
In the event the  limited  partnership  is  required  to  liquidate  or sell its
property,  the net proceeds could be significantly  less than the carrying value
of such  property.  As of December 31, 1995, the carrying value of such property
totaled $7,615,430.

In September  1996, the original  general  partners of this limited  partnership
were removed.  The Los Angeles County Housing Development  Corporation was named
as the sole general  partner.  The Partnership is currently in discussions  with
the former general  partners to restore them as limited  partners in the limited
partnership with no or minimal ownership interest.





Continued

                                        FS-12

<PAGE>


                    WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                          (A California Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended December 31, 1995 and 1994, and
                      The Period May 4, 1993 (Date of Inception)
                                 To December 31, 1993



NOTE 4 - RELATED PARTY TRANSACTIONS
-----------------------------------

Under the terms of the  Partnership  Agreement,  the Partnership is obligated to
the General Partner or its affiliates for the following items:

         Acquisition  fees of up to 8% of the  gross  proceeds  from the sale of
         Partnership  units as compensation for services  rendered in connection
         with the acquisition of limited partnerships.  As of December 31, 1995,
         the  Partnership  had  incurred   acquisition   fees  of  approximately
         $800,000.   Acquisition  fees  are  included  in  limited   partnership
         investment. Accumulated amortization amounted to $43,964 and $17,297 as
         of December 31, 1995 and 1994, respectively.

         Reimbursement  of costs incurred by an affiliate of the General Partner
         in  connection  with the  acquisition  of limited  partnerships.  These
         reimbursements  have not  exceeded  1.2% of the gross  proceeds.  As of
         December 31, 1995 and 1994, the Partnership  incurred acquisition costs
         of $38,157  and  $34,084,  respectively,  which have been  included  in
         limited partnership investment. Amortization was insignificant for 1995
         and 1994.

         An  annual  asset  management  fee equal to the  greater  amount of (i)
         $2,000 for each apartment complex, or (ii) 0.275% of gross proceeds. In
         either case,  the fee will be decreased or increased  annually based on
         changes to the  Consumer  Price  Index.  However,  in no event will the
         maximum  amount  exceed  0.2% of the  invested  assets  (defined as the
         Partnership's  capital  contributions plus its allocable  percentage of
         the mortgage debt  encumbering the apartment  complexes) of the limited
         partnerships. The Partnership incurred asset management fees of $36,667
         and   $30,000  for  the  year  ended   December   31,  1995  and  1994,
         respectively. The Partnership incurred no management fees during 1993.

         A  subordinated  disposition  fee in an amount equal to 1% of the sales
         price of real estate sold.  Payment of this fee is  subordinated to the
         limited  partners  receiving a return on investment  (as defined in the
         Partnership  Agreement) and is payable only if services are rendered in
         the sales effort.

         During 1993, the Partnership  incurred interest expense of $10,862 from
         funds of $1,039,414  advanced to the Partnership by an affiliate of the
         General Partner.



Continued

                                         FS-13

<PAGE>


                  WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                        (A California Limited Partnership)
                     NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended December 31, 1995 and 1994, and
                    The Period May 4, 1993 (Date of Inception)
                               To December 31, 1993



NOTE 4 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

Accrued fees and  advances due  (to)/from  General  Partner and  affiliate as of
December 31, 1995 and 1994 consist of the following:

                                                    1995              1994
                                                    ----              ----
Acquisition fees                              $      ---         $  (31,691)

Advances due (to)/from affiliate made
 for acquisition costs, organizational,
 offering and selling expenses                     1,229            (14,129)

Asset management fees                            (66,667)           (30,000)

                                              $  (65,438)        $  (75,820)

NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS
-----------------------------------------

Payable to limited partnership  represent amounts which are due at various times
based on  conditions  specified  in the  limited  partnership  agreement.  These
contributions are non-interest  bearing, are payable in installments and are due
upon the limited partnership  achieving certain operating benchmarks  (generally
within two years of the Partnership's initial investment).

NOTE 6 - INCOME TAXES
---------------------

No provision  for income taxes has been recorded in the  accompanying  financial
statements as any  liability for income taxes is the  obligation of the partners
of the Partnership.

NOTE 7 - INVESTOR NOTES RECEIVABLE
----------------------------------

As of December 31, 1994 and 1993, the Partnership had received notes  receivable
of  $145,000  and  $56,000 in  connection  with the sale of  partnership  units.
Limited  partners who  subscribed  for ten or more units of limited  partnership
interest  ($10,000)  could elect to pay 50% of the  purchase  price in cash upon
subscription and the remaining 50% by the delivery of a promissory note payable,
together with  interest at a rate of 11% per annum,  due no later than 13 months
after the subscription  date. Since such notes were not collected as of the date
of  issuance  of the  financial  statements,  the  balance  was  reflected  as a
reduction of partners' equity in the  accompanying  financial  statements.  Such
amounts were subsequently collected.
















                                      FS-14


<PAGE>



Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:



Financial Statements

Report of independent public accountants.

Balance sheet as of December 31, 1995 and 1994

Statements of Operations  for the years ended December 31, 1995 and December 31,
1994 and the period May 4, 1993 (inception) to December 31, 1993.

Statement of Partners' Equity for the years ended December 31, 1995 and December
31, 1994 and the period May 4, 1993 (inception) to December 31, 1993.

Statements of Cash Flows for the years ended  December 31, 1995 and December 31,
1994 and the period May 4, 1993 (inception) to December 31, 1994.

Notes to Financial Statements.

Financial Statement Schedules:

These schedules are omitted because any required  information is included in the
financial statements and notes thereto, or they are
not applicable, or not required.

Exhibits

(3) Articles of incorporation  and by-laws:  The registrant is not incorporated.
The Partnership  Agreement is included as Exhibit B to the Prospectus,  filed as
Exhibit 28.1 to Form 10-K for fiscal year ended December 31, 1995.

(10)     Material contracts:

10.1 Second  Amended and Restated  Agreement of Limited  Partnership of Beckwood
Manor Seven Limited Partnership filed as exhibit 10.1 to Form 8-K dated December
8, 1993 is hereby incorporated herein by reference as exhibit 10.1.

10.2 Amended and Restated Agreement of Limited Partnership of Alpine Manor, L.P.
filed as exhibit 10.3 to Post-Effective  Amendment No. 1 dated February 16, 1994
is hereby  incorporated herein by reference as exhibit 10.2. 

10.3 Second  Amended and Restated  Agreement of Limited  Partnership  of Briscoe
Manor, Limited Partnership filed as exhibit 10.4 to Post-Effective Amendment No.
1 dated February 16, 1994 is hereby  incorporated herein by reference as exhibit
10.3.

10.4 Amended and Restated  Agreement and  Certificate of Limited  Partnership of
Evergreen  Four,  Limited  Partnership  filed as exhibit 10.5 to  Post-Effective
Amendment  No. 1 dated  February  16,  1994 is  hereby  incorporated  herein  by
reference as exhibit 10.4.

10.5 Amended and Restated  Agreement and  Certificate of Limited  Partnership of
Fawn  Haven,  Limited  Partnership  filed  as  exhibit  10.6  to  Post-Effective
Amendment  No. 1 dated  February  16,  1994 is  hereby  incorporated  herein  by
reference as exhibit 10.5.

10.6 Amended and Restated  Agreement of Limited  Partnership  of Fort  Stockton,
L.P. filed as exhibit 10.7 to Post-Effective  Amendment No. 1 dated February 16,
1994 is hereby incorporated herein by reference as exhibit 10.6.

10.7 Amended and Restated  Agreement of Limited  Partnership  and Certificate of
Limited Partnership of Madisonville Manor Senior Citizens Complex, Ltd. filed as
exhibit 10.8 to Post-Effective Amendment No. 1 dated February 16, 1994 is hereby
incorporated herein by reference as exhibit 10.7.

10.8 Amended and Restated  Agreement of Limited  Partnership  and Certificate of
Limited  Partnership  of Mt.  Graham  Housing,  Ltd.  filed as  exhibit  10.9 to
Post-Effective  Amendment No. 1 dated  February 16, 1994 is hereby  incorporated
herein by reference as exhibit 10.8.

10.9 Amended and Restated  Agreement of Limited  Partnership  and Certificate of
Limited  Partnership of Northside Plaza Apartments,  Ltd. filed as exhibit 10.10
to Post-Effective Amendment No. 1 dated February 16, 1994 is hereby incorporated
herein by reference as exhibit 10.9.

10.10 Amended and Restated Agreement of Limited Partnership of Pampa Manor, L.P.
filed as exhibit 10.11 to Post-Effective Amendment No. 1 dated February 16, 1994
is hereby incorporated herein by reference as exhibit 10.10.
<PAGE>

10.11  Amended and Restated  Agreement of Limited  Partnership  of Vernon Manor,
L.P. filed as exhibit 10.12 to Post-Effective Amendment No. 1 dated February 16,
1994 is hereby incorporated herein by reference as exhibit 10.11.

10.12 Amended and Restated  Agreement of Limited  Partnership and Certificate of
Limited  Partnership of Waterford Place, A Limited  Partnership filed as exhibit
10.13 to  Post-Effective  Amendment  No. 1 dated  February  16,  1994 is  hereby
incorporated herein by reference as exhibit 10.12.

10.13 Amended and Restated Agreement of Limited Partnership Yantis, Ltd filed as
exhibit  10.13 to  Post-Effective  Amendment  No. 1 dated  February  16, 1994 is
hereby incorporated herein by reference as exhibit 10.13.

10.14  Third  Amended  and  Restated   Agreement  of  Limited   Partnership  and
Certificate of Limited  Partnership of Indian Creek Limited Partnership filed as
exhibit 10.16 to  Post-Effective  Amendment No. 2 dated March 11, 1994 is hereby
incorporated herein by reference as exhibit 10.14.

10.15  Agreement  of Limited  Partnership  of Laurel Creek  Apartments  filed as
exhibit  10.1 to Form 8-K dated May 25,  1994 is hereby  incorporated  herein by
reference as exhibit 10.15.

10.16 Second Amended and Restated Agreement of Limited  Partnership of Sandpiper
Square,  A Limited  Partnership  filed as exhibit 10.2 to Form 8-K dated May 25,
1994 is hereby incorporated herein by reference as exhibit 10.16.

10.17  Amended and Restated  Agreement of Limited  Partnership  of Regency Court
Partners  filed as  exhibit  10.1 to Form 8-K  dated  June  30,  1994 is  hereby
incorporated herein by reference as exhibit 10.17.

10.18  Disposition  and  Development  Agreement  By and  Between  The  Community
Development  Commission of the County of Los Angeles and Regency Court  Partners
(including  forum of Ground  Lease) filed as exhibit 10.2 to Form 8-K dated June
30, 1994 is hereby incorporated herein by reference as exhibit 10.18.

10.19 Amended and Restated  Agreement of Limited  Partnership of Baycity Village
Apartments,  Limited  Partnership  filed  as  exhibit  10.19  to  Post-Effective
Amendment No. 4 dated July 14, 1994 is hereby  incorporated  herein by reference
as exhibit 10.19.

10.20 Second  Amended and Restated  Agreement of Limited  Partnership  of Hidden
Valley Limited  Partnership filed as exhibit 10.20 to  Post-Effective  Amendment
No. 4 dated July 14, 1994 is hereby  incorporated herein by reference as exhibit
10.20.

10.21  Amended and  Restated  Agreement  of Limited  Partnership  of HOI Limited
Partnership  of  Lenoir  and  Amendments  thereto  filed  as  exhibit  10.21  to
Post-Effective Amendment No. 4 dated July 14, 1994 is hereby incorporated herein
by reference as exhibit 10.20.


Reports on Form 8-K

No reports on From 8-K were filed during the fourth  quarter ended  December 31,
1995.





<PAGE>


         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.

WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1

By:  WNC Tax Credit Partners IV, L.P.       General Partner

By:  WNC & Associates, Inc.         General Partner


By:/s/ John B. Lester, Jr.
-----------------------------------------------------
John B. Lester, Jr.                 President
Date: January 18, 1999


By:    /s/ Theodore M. Paul
-----------------------------------------------------
Theodore M. Paul  Vice President - Finance

Date: January 18, 1999




         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

By:  /s/ Wilfred N. Cooper, Sr.
-----------------------------------------------------
Wilfred N. Cooper, Sr.     Director and Chairman of the Board

Date: January 18, 1999

By: /s/ John B. Lester, Jr.
-----------------------------------------------------
John B. Lester, Jr.        Director and Secretary

Date: January 15, 1998