UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                     For the quarterly period ended September 30, 2002


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934


                  For the transition period from __________ to __________

                         Commission file number 0-10884


                              SHELTER PROPERTIES IV
        (Exact name of small business issuer as specified in its charter)



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

                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS

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

                               September 30, 2002
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   696
   Receivables and deposits                                                      359
   Restricted escrows                                                            908
   Other assets                                                                  450
   Investment properties:
      Land                                                    $ 2,759
      Buildings and related personal property                   53,338
                                                                56,097
      Less accumulated depreciation                            (33,153)       22,944
                                                                            $ 25,357

Liabilities and Partners' Capital
Liabilities
   Accounts payable                                                           $ 79
   Tenant security deposit liabilities                                           224
   Accrued property taxes                                                        491
   Other liabilities                                                             644
   Mortgage notes payable                                                     20,492

Partners' Capital
   General partners                                             $ 113
   Limited partners (49,995 units issued and
      outstanding)                                               3,314         3,427
                                                                            $ 25,357

                See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES IV
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)
<TABLE>
<CAPTION>

                                          Three Months Ended          Nine Months Ended
                                            September 30,               September 30,
                                          2002          2001         2002          2001
Revenues:
<S>                                      <C>          <C>           <C>           <C>
  Rental income                          $ 2,407      $ 2,347       $ 7,016       $ 6,980
  Other income                               212          213           689           579
  Casualty gain (Note E)                      --           --           140            20
      Total revenues                       2,619        2,560         7,845         7,579

Expenses:
  Operating                                1,024        1,102         3,043         3,417
  General and administrative                 100          105           304           300
  Depreciation                               535          512         1,629         1,550
  Interest                                   429          448         1,228         1,241
  Property taxes                             164          163           496           506
  Loss on early extinguishment of
    debt (Note D)                             --           --            27            --
      Total expenses                       2,252        2,330         6,727         7,014

Net income                                $ 367        $ 230        $ 1,118        $ 565

Net income allocated to general
  partners (1%)                            $ 4          $ 3          $ 11           $ 6
Net income allocated to limited
  partners (99%)                             363          227         1,107           559

                                          $ 367        $ 230        $ 1,118        $ 565

Net income per limited partnership
  unit                                   $ 7.26        $ 4.54       $ 22.14       $ 11.18

Distributions per limited
  partnership unit                       $ 13.86       $ 5.26       $ 87.65       $ 18.58

                See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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


<TABLE>
<CAPTION>

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

<S>                                    <C>             <C>        <C>        <C>
Original capital contributions         50,000          $ 2        $50,000    $50,002

Partners' capital at
   December 31, 2001                   49,995         $ 109       $ 6,589    $ 6,698

Distributions to partners                  --             (7)      (4,382)    (4,389)

Net income for the nine months
   ended September 30, 2002                --             11        1,107      1,118

Partners' capital at
   September 30, 2002                  49,995         $ 113       $ 3,314    $ 3,427

                See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                              SHELTER PROPERTIES IV
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                   2002         2001
Cash flows from operating activities:
<S>                                                             <C>           <C>
  Net income                                                    $ 1,118       $ 565
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Loss on early extinguishment of debt                            27           --
     Depreciation                                                 1,629        1,550
     Amortization of discounts and loan costs                       176          201
     Casualty gain                                                 (140)         (20)
     Change in accounts:
      Receivables and deposits                                     (180)          23
      Other assets                                                 (123)        (105)
      Accounts payable                                             (199)         (12)
      Tenant security deposit liabilities                            (1)           7
      Accrued property taxes                                        297          313
      Other liabilities                                             275         (246)
         Net cash provided by operating activities                2,879        2,276

Cash flows from investing activities:
  Property improvements and replacements                         (1,540)      (1,723)
  Net insurance proceeds received                                   208           28
  Net withdrawals from (deposits to) restricted escrows             339         (526)
         Net cash used in investing activities                     (993)      (2,221)

Cash flows from financing activities:
  Proceeds from mortgage note payable                             8,450           --
  Repayment of mortgage notes payable                            (4,963)          --
  Loan costs paid                                                  (214)          --
  Advances from affiliate                                            95           --
  Repayment of advances from affiliate                              (95)          --
  Distributions to partners                                      (4,389)        (929)
  Payments on mortgage notes payable                               (591)        (618)
         Net cash used in financing activities                   (1,707)      (1,547)

Net increase (decrease) in cash and cash equivalents                179       (1,492)
Cash and cash equivalents at beginning of period                    517        2,042
Cash and cash equivalents at end of period                       $ 696        $ 550

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,020      $ 1,011

Included in property  improvements  for the nine months ended September 30, 2001
are  approximately  $927,000  of  improvements  which were  included in accounts
payable at December 31, 2000.

                See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES IV
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Shelter
Properties  IV  (the  "Partnership"  or  "Registrant")  have  been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information  and  with  the  instructions  to Form  10-QSB  and  Item 310 (b) of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Shelter  Realty IV  Corporation  (the
"Corporate  General Partner"),  all adjustments  (consisting of normal recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and nine month periods ended September 30, 2002
are not necessarily  indicative of the results that may be expected for the year
ending  December 31, 2002. For further  information,  refer to the  consolidated
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2001. The Corporate
General Partner is a subsidiary of Apartment  Investment and Management  Company
("AIMCO"), a publicly traded real estate investment trust.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the accompanying consolidated statements of operations reflect the loss on early
extinguishment  of debt at Quail Run  Apartments  (see  "Note D") in  operations
rather than as an extraordinary item.

Note B - Reconciliation of Cash Flows

As required by the Partnership  Agreement,  the following is a reconciliation of
"net cash provided by operating  activities"  in the  accompanying  consolidated
statements  of cash  flows to "net  cash from  operations",  as  defined  in the
Partnership  Agreement.  However,  "net  cash  from  operations"  should  not be
considered  an  alternative  to net income as an indicator of the  Partnership's
operating performance or to cash flows as a measure of liquidity.

                                                 For the Nine Months Ended
                                                       September 30,
                                                   2002             2001
                                                       (in thousands)
Net cash provided by operating activities         $ 2,879          $ 2,276
Payments on mortgage notes payable                   (591)            (618)
Property improvements and replacements             (1,540)          (1,723)
Change in restricted escrows, net                     339             (526)
Changes in reserves for net operating
 liabilities                                         (69)              20
(Additional) release of reserves                   (1,018)             571

Net cash from operations                             $ --             $ --

The Corporate General Partner reserved net cash from operations of approximately
$1,018,000 at September 30, 2002 to fund  continuing  capital  improvements  and
repairs at the Partnership's two investment properties.

The Corporate General Partner released previously reserved cash of approximately
$571,000 during the nine months ended September 30, 2001.

Note C - Transactions with Affiliated Parties

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

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts from all of the  Registrant's  properties as compensation for providing
property   management   services.   The  Registrant   paid  to  such  affiliates
approximately $391,000 and $381,000 for the nine months ended September 30, 2002
and 2001, respectively, which are included in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $407,000 and
$470,000 for the nine months ended  September  30, 2002 and 2001,  respectively,
which are  included  in  general  and  administrative  expenses  and  investment
properties.   Included  in  these  amounts  are  fees  related  to  construction
management services provided by an affiliate of the Corporate General Partner of
approximately $156,000 and $218,000 for the nine months ended September 30, 2002
and 2001, respectively.  The construction management service fees are calculated
based upon a percentage of current year additions to the investment properties.

In addition to reimbursement for services of affiliates, the Partnership paid an
affiliate of the Corporate General Partner approximately $85,000 during the nine
months  ended  September  30,  2002 for loan  costs  which are  capitalized  and
included with other assets on the  consolidated  balance sheets.  This loan cost
was associated with the refinancing of Quail Run Apartments (see "Note D").

In accordance  with the  Partnership  Agreement,  the Corporate  General Partner
loaned the  Partnership  funds to assist in paying  property  taxes at Quail Run
Apartments.  During the nine months ended  September 30, 2002,  the  Partnership
received  advances  of  approximately  $95,000  and made  principal  payments of
approximately  $95,000.  Interest is charged at the prime rate plus 2%. Interest
expense was less than $1,000 for the nine months ended September 30, 2002.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Countrywood Village in August of 2000, the Corporate General Partner is entitled
to a  commission  of up to 1% for its  assistance  in the sale.  Payment of such
commission  is  subordinate  to the limited  partners  receiving a cumulative 7%
return on their  investment.  This return has not yet been met, and accordingly,
the  commission of $178,000 was accrued and is included in other  liabilities in
the accompanying consolidated balance sheet at September 30, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Corporate  General Partner.  During the nine months ended
September  30,  2002 and 2001,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $164,000 and  $172,000,  respectively,  for insurance
coverage and fees associated with policy claims administration.

Note D - Refinancing and Related Loss

On June 14, 2002,  the  Partnership  refinanced  the mortgage notes at Quail Run
Apartments.  Gross  proceeds  from  the  refinancing  were  $8,450,000  of which
approximately  $4,963,000 was used to repay the existing mortgage notes. The new
note requires monthly principal and interest  payments of approximately  $65,000
at a fixed  interest  rate of 6.94% and  matures  July 1, 2022 at which time the
loan is scheduled to be fully  amortized.  The old debt carried a fixed interest
rate of 7.6%. The Partnership  recognized a loss on the early  extinguishment of
debt of  approximately  $27,000,  due to the write off of unamortized loan costs
and mortgage  discount.  Total  capitalized loan costs for the new mortgage were
approximately $214,000 at September 30, 2002.

Note E - Casualty Events

In November  2001,  Baymeadows  Apartments  experienced a fire which resulted in
damages of approximately $278,000.  Insurance proceeds of approximately $208,000
were  received  during the nine  months  ended  September  30, 2002 to cover the
damages.  A casualty gain of  approximately  $140,000 was recognized  during the
nine months ended September 30, 2002 as a result of the insurance  proceeds less
the  write-off of the net book value of the  destroyed  assets of  approximately
$68,000.

During  the nine  months  ended  September  30,  2001,  a net  casualty  gain of
approximately  $20,000 was recorded at Quail Run  Apartments.  The casualty gain
related to a fire which occurred on September 30, 1999. The gain was a result of
the receipt of insurance proceeds of approximately  $28,000 and the write-off of
the net book value of the destroyed assets of approximately $8,000.

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an  opportunity  to discuss  settlement.  On October  30,  2002,  the court
entered an order extending the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

The Corporate General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>

Item 2.     Management's Discussion and Analysis or Plan of Operation

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  The matters discussed
in this report contain certain forward-looking  statements,  including,  without
limitation,  statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  Actual  results may differ  materially  from those
described in the forward-looking statements and will be affected by a variety of
risks and factors  including,  without  limitation:  national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations;  the competitive  environment in which the
Registrant  operates;  financing risks,  including the risk that cash flows from
operations  may be  insufficient  to meet  required  payments of  principal  and
interest;  real estate risks, including variations of real estate values and the
general  economic  climate in local markets and  competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors  described in the documents the Registrant  files from time to time with
the Securities and Exchange Commission.

The Partnership's  investment properties consist of two apartment complexes. The
following  table sets forth the average  occupancy of the properties for each of
the nine months ended September 30, 2002 and 2001:

                                                            Average
                                                           Occupancy
       Property                                        2002          2001

       Baymeadows Apartments
         Jacksonville, Florida                         96%            96%

       Quail Run Apartments
         Columbia, South Carolina                      92%            94%

Results of Operations

The  Registrant's  net income for the three and nine months ended  September 30,
2002 was approximately  $367,000 and $1,118,000,  respectively,  compared to net
income of  approximately  $230,000  and  $565,000  for the three and nine months
ended September 30, 2001, respectively.  The increase in net income for both the
three and nine months  ended  September  30, 2002 is due to an increase in total
revenues and a decrease in total  expenses.  The increase in total  revenues for
the three months ended  September 30, 2002 is due to an increase in rental rates
at  Baymeadows  Apartments.  The increase in total  revenues for the nine months
ended  September  30, 2002 is due to an increase  in other  income and  casualty
gains.  Other income increased due to an increase in utility  reimbursements  at
Baymeadows  Apartments  partially offset by a decrease in interest  income.  The
decrease  in  interest  income is a result of lower cash  balances  in  interest
bearing accounts.

The  casualty  gain  recognized  in 2002 is a result of a November  2001 fire at
Baymeadows Apartments which resulted in damages of $278,000.  Insurance proceeds
of $208,000  were  received  during the nine months ended  September 30, 2002 to
cover the damages.  A casualty  gain of  approximately  $140,000 was  recognized
during the nine months  ended  September  30, 2002 as a result of the  insurance
proceeds  less the  write-off of the net book value of the  destroyed  assets of
approximately  $68,000.  The casualty  gain  recognized in 2001 is a result of a
September  1999  fire at Quail  Run  Apartments.  The  gain was a result  of the
receipt of insurance proceeds of approximately  $28,000 and write-off of the net
book value of the destroyed assets of approximately $8,000.

The decrease in total expenses for the three months ended  September 30, 2002 is
due to a decrease  in  operating  expense  partially  offset by an  increase  in
depreciation  expense.  The decrease in total expenses for the nine months ended
September 30, 2002 is due to a decrease in operating  expense,  partially offset
by increases in depreciation  expense and the recognition of a loss on the early
extinguishment  of  debt  as a  result  of  the  refinancing  of  the  mortgages
encumbering  Quail  Run  Apartments  (as  discussed  below).  Operating  expense
decreased  primarily  due to  decreases  in  utilities,  maintenance,  corporate
housing,  and payroll related expenses at both of the  Partnership's  investment
properties.  Depreciation expense increased as a result of property improvements
and  replacements  being placed into service at both properties  during the past
twelve months.

Included in general and  administrative  expenses  for the three and nine months
ended September 30, 2002 and 2001 are management  reimbursements  to the General
Partner  as  allowed  under the  Partnership  Agreement.  In  addition  to these
reimbursements,  costs  associated with the quarterly and annual  communications
with  investors  and  regulatory  agencies and the annual audit  required by the
Partnership Agreement are also included in general and administrative expenses.

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

Liquidity and Capital Resources

At  September  30,  2002,  the  Partnership  had cash and  cash  equivalents  of
approximately  $696,000,  compared to  approximately  $550,000 at September  30,
2001. The increase in cash and cash  equivalents of  approximately  $179,000 for
the nine months ended September 30, 2002, from the  Partnership's  calendar year
end,  is  due  to  approximately   $2,879,000  of  cash  provided  by  operating
activities,  partially  offset  by  approximately  $1,707,000  of  cash  used in
financing  activities  and  approximately  $993,000  of cash  used in  investing
activities.  Cash  used  in  financing  activities  consisted  primarily  of the
repayment of the mortgages  encumbering  Quail Run Apartments,  distributions to
partners and, to a lesser  extent,  payments of principal  made on the mortgages
encumbering the Partnership's  properties,  loan costs paid and the repayment of
advances from an affiliate of the Corporate General Partner, partially offset by
proceeds  from the mortgage  note payable and advances  from an affiliate of the
Corporate  General  Partner.  Cash used in  investing  activities  consisted  of
property  improvements and  replacements,  partially offset by net receipts from
escrow  accounts  maintained by the mortgage  lender and net insurance  proceeds
received.  The  Partnership  invests  its working  capital  reserves in interest
bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state  and local  legal and  regulatory  requirements.  The  Corporate
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related  to  compliance,  including  increased  legal  and audit  fees.  Capital
improvements  planned  for each of the  Partnership's  properties  are  detailed
below.

Baymeadows  Apartments:  The  Partnership  has budgeted,  but is not limited to,
approximately  $1,485,000 in capital  improvements at Baymeadows  Apartments for
2002 consisting primarily of roof replacement,  structural  improvements,  major
landscaping,  light fixtures, parking lot improvements,  plumbing,  recreational
facility  upgrades,  wall coverings,  signage,  air  conditioning and electrical
upgrades and cabinet, appliance and floor covering replacements. As of September
30,  2002  the  Partnership  has  spent  approximately   $1,441,000   (including
nonbudgeted   additions  due  to  a  casualty)   consisting  primarily  of  roof
replacements,  plumbing and electrical  upgrades,  cabinet  replacements,  floor
covering replacements, structural improvements,  recreational facility upgrades,
air  conditioning  upgrades,  and  construction  related to the 2001 casualties.
These  improvements were funded from insurance proceeds and operating cash flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Quail Run  Apartments:  The  Partnership  has  budgeted,  but is not limited to,
approximately  $132,000 in capital improvements at Quail Run Apartments for 2002
consisting  primarily  of air  conditioning  upgrades  and  appliance  and floor
covering  replacements.  As of  September  30,  2002 the  Partnership  has spent
approximately $99,000 consisting primarily of floor covering,  appliance and air
conditioning  replacements and structural improvements.  These improvements were
funded from operating cash flow.  Additional  improvements may be considered and
will depend on the physical  condition  of the  property as well as  anticipated
cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from  operations  and  Partnership  reserves.  To the extent that such  budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near term
needs (exclusive of capital  improvements) of the Registrant.  On June 14, 2002,
the  Partnership  refinanced the mortgage notes at Quail Run  Apartments.  Gross
proceeds from the refinancing were $8,450,000 of which approximately  $4,963,000
was used to repay the existing  mortgage  notes.  The new note requires  monthly
principal and interest  payments of  approximately  $65,000 at a fixed  interest
rate of 6.94%  and  matures  July 1,  2022 at which  time the loan will be fully
amortized.  The old debt carried a fixed interest rate of 7.6%. The  Partnership
recognized a loss on the early extinguishment of debt of approximately  $27,000,
due to the write off of  unamortized  loan costs and  mortgage  discount.  Total
capitalized  loan costs for the new  mortgage  were  approximately  $214,000  at
September 30, 2002.

The mortgage indebtedness at Baymeadows Apartments of approximately $12,075,000,
net of  discount,  is  amortized  over 257  months  with a  balloon  payment  of
approximately $12,048,000 due on November 15, 2002. The Partnership expects that
the refinancing of the debt encumbering  Baymeadows Apartments will be completed
on November 15, 2002. If the property cannot be refinanced,  the Registrant will
risk losing such property through foreclosure.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2002 and 2001 (in thousands except per unit data):
<TABLE>
<CAPTION>

                       Nine Months      Per Limited      Nine Months      Per Limited
                          Ended         Partnership         Ended         Partnership
                   September 30, 2002      Unit      September 30, 2001      Unit

<S>                       <C>             <C>               <C>              <C>
Operations                $ 698           $13.82            $ --             $ --
Sale (1)                    424             8.48              929            18.58
Refinancing (2)           3,267            65.35               --               --
                         $4,389           $87.65            $ 929           $18.58

(1)   From undistributed  proceeds of the sale of Countrywood Village Apartments
      in August 2000.

(2)   From the refinancing of the debt encumbering  Quail Run Apartments in June
      2002.
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital expenditures, to permit any additional distributions to its partners for
the remainder of 2002 or subsequent periods. In addition, the Partnership may be
restricted  from making  distributions  if the amount in the reserve account for
Baymeadows Apartments is less than $400 per apartment unit at such property or a
total of approximately  $362,000.  As of September 30, 2002, the reserve account
was fully  funded  with  approximately  $907,000  on deposit  with the  mortgage
lender.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 34,191 limited  partnership  units
(the "Units") in the Partnership representing 68.39% of the outstanding units at
September  30,  2002. A number of these units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership of AIMCO.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  68.39% of the  outstanding  Units,  AIMCO is in a
position to control all such voting  decisions  with respect to the  Registrant.
Although the  Corporate  General  Partner owes  fiduciary  duties to the limited
partners of the Partnership,  the Corporate  General Partner also owed fiduciary
duties  to  AIMCO  as its sole  stockholder.  As a  result,  the  duties  of the
Corporate General Partner,  as corporate general partner, to the Partnership and
its limited  partners may come into  conflict  with the duties of the  Corporate
General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

ITEM 3.     CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of the Corporate
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing date of this  quarterly report, evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  (13a-14(c)  and  (15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an  opportunity  to discuss  settlement.  On October  30,  2002,  the court
entered an order extending the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

The Corporate General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                    Exhibit 3, Amended and Restated Certificate and Agreement of
                    Limited Partnership (Exhibit A to the Prospectus included in
                    Registrant's  Amendment  No.  1 to  Registration  Statement,
                    filed  June 8, 1982  (File  No.  2-77217),  is  incorporated
                    herein by reference).

                    Exhibit  10(iii) g,  Multifamily  Note dated June 14,  2002,
                    between  Shelter  Properties  IV  and  Keycorp  Real  Estate
                    Capital Markets, Inc. for Quail Run Apartments.

                    Exhibit 99,  Certification  of Chief  Executive  Officer and
                    Chief Financial Officer.

            b) Reports on Form 8-K filed during the quarter ended  September 30,
               2002:

                  None.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                              SHELTER PROPERTIES IV


                                    By:   Shelter Realty IV Corporation
                                          Corporate General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: November 13, 2002



<PAGE>




                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this  quarterly  report on Form 10-QSB of Shelter  Properties
IV;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                    _______________________
                                    Patrick J. Foye
                                    Executive  Vice  President of Shelter Realty
                                    IV  Corporation,  equivalent  of  the  chief
                                    executive officer of the Partnership


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this  quarterly  report on Form 10-QSB of Shelter  Properties
IV;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                    _______________________
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer  of Shelter  Realty IV  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Quarterly Report on Form 10-QSB of Shelter  Properties IV
Limited  Partnership  (the  "Partnership"),   for  the  quarterly  period  ended
September 30, 2002 as filed with the Securities  and Exchange  Commission on the
date hereof (the  "Report"),  Patrick J. Foye,  as the  equivalent  of the chief
executive officer of the Partnership,  and Paul J. McAuliffe,  as the equivalent
of the chief  financial  officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Partnership.


                              /s/   Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: November 13, 2002


                              /s/   Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: November 13, 2002


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.