Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

            |X| Quarterly Report Pursuant to Section 13 or 15(d) of
                the Securities Exchange Act of 1934.
                For the quarterly period ended March 31, 1997

            |_| 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 000-21552

                      ATEL Cash Distribution Fund IV, L.P.
             (Exact name of registrant as specified in its charter)

      California                                             94-3145429
(State or other jurisdiction of                             (I. R. S. Employer
 incorporation or organization)                             Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (415) 989-8800



Indicate  by a 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        |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 1997 AND DECEMBER 31, 1996
                                   (Unaudited)


                                     ASSETS

                                                     1997             1996
                                                     ----             ----
Cash and cash equivalents                          $1,302,622         $696,421

Accounts receivable                                   514,324          633,329

Investments in leases                              45,501,068       52,264,526
                                               ---------------  ---------------
Total assets                                      $47,318,014      $53,594,276
                                               ===============  ===============


                        LIABILITIES AND PARTNERS' CAPITAL



Non-recourse debt                                 $16,813,490      $20,450,921
Lines of credit                                     1,000,000        1,500,000
Accounts payable:
     Equipment purchases                                    -           42,227
     General Partner                                   67,218           74,487
     Other                                            117,414          138,590
Deposit due to lessee                                       -           97,772
Accrued interest payable                               65,349           96,904
Unearned operating lease income                       470,064          463,160
                                               ---------------  ---------------
Total liabilities                                  18,533,535       22,864,061

Partners' capital:
     General Partner                                   74,245           67,497
     Limited Partners                              28,710,234       30,662,718
                                               ---------------  ---------------
Total partners' capital                            28,784,479       30,730,215
                                               ---------------  ---------------
Total liabilities and partners' capital           $47,318,014      $53,594,276
                                               ===============  ===============


                             See accompanying notes.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1997 AND 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     1997             1996
                                                                                                     ----             ----
<S>                                                                                                  <C>              <C>
Revenues:
Leasing activities:
   Operating leases                                                                                 $2,295,887       $2,732,327
   Direct financing leases                                                                             292,127          291,182
   Leveraged leases                                                                                     62,013           47,133
   Gain on sale of assets                                                                              527,355           32,398
Interest                                                                                                10,242             7,303
Other                                                                                                    1,142               922
                                                                                                ---------------  ---------------
                                                                                                     3,188,766        3,111,265
                                                                                                ---------------  ---------------
Expenses:
Depreciation and amortization                                                                        1,748,461        2,028,154
Interest                                                                                               433,375          505,484
Equipment and incentive management fees to General Partner                                             205,025          222,691
Administrative cost reimbursements to General Partner                                                   69,901           45,820
Professional fees                                                                                        4,871            6,860
Provision for losses                                                                                    31,888           31,107
Other                                                                                                   20,405           20,461
                                                                                                ---------------  ---------------
                                                                                                     2,513,926        2,860,577
                                                                                                ---------------  ---------------
Net income                                                                                            $674,840         $250,688
                                                                                                ===============  ===============

Net income:
     General Partner                                                                                    $6,748           $2,507
     Limited Partners                                                                                  668,092          248,181
                                                                                                ---------------  ---------------
                                                                                                      $674,840         $250,688
                                                                                                ===============  ===============
Net income per Limited Partnership unit                                                                  $0.09            $0.03
Weighted average number of units outstanding                                                         7,487,350        7,488,850
</TABLE>

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Limited Partners     General
                                                                  Units            Amount          Partner           Total
<S>                                                                 <C>            <C>                 <C>          <C>
Balance December 31, 1996                                           7,487,350      $30,662,718         $67,497      $30,730,215
Distributions to limited partners                                                   (2,620,576)              -       (2,620,576)
Net income                                                                             668,092           6,748          674,840
                                                             ----------------- ---------------- ---------------  ---------------
Balance March 31, 1997                                              7,487,350      $28,710,234         $74,245      $28,784,479
                                                             ================= ================ ===============  ===============
</TABLE>

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1997 AND 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                     1997             1996
                                                                                                     ----             ----
<S>                                                                                                 <C>              <C>
Operating activities:
Net income                                                                                            $674,840         $250,688
Adjustments to reconcile net income to net cash provided by operations:
   Depreciation and amortization                                                                     1,748,461        2,028,154
   Leveraged lease revenues                                                                                  -          (43,415)
   Gain on sale of asset                                                                              (527,355)         (32,398)
   Provision for losses                                                                                 31,888           31,107
   Changes in operating assets and liabilities:
     Accounts receivable                                                                               119,005          (28,893)
     Notes receivable                                                                                        -           33,756
     Bank overdrafts                                                                                         -          334,627
     Accounts payable, General Partner                                                                   (7,269)       (100,663)
     Accounts payable, other                                                                           (21,176)         (63,190)
     Deposits due to lessees                                                                           (97,772)        (771,024)
     Accrued interest payable                                                                          (31,555)         (18,752)
     Unearned operating lease income                                                                      6,904         (38,978)
                                                                                                ---------------  ---------------
Net cash from operations                                                                             1,895,971        1,581,019
                                                                                                ---------------  ---------------

Investing activities:
Purchase of equipment on operating leases                                                              (42,227)      (1,611,981)
Reduction in investment in direct financing leases                                                     729,869        1,023,762
Purchase of equipment on direct financing leases                                                       (77,518)        (898,949)
Proceeds from sales of lease assets                                                                  4,763,034          636,395
Reduction in investment in leveraged leases                                                             95,079                -
                                                                                                ---------------  ---------------
Net cash provided by (used in) investing activities                                                  5,468,237         (850,773)
                                                                                                ---------------  ---------------

Financing activities:
Distributions to limited partners                                                                   (2,620,576)      (2,529,787)
Borrowings on line of credit                                                                                 -        2,000,000
Repayment of line of credit                                                                           (500,000)               -
Repayment of non-recourse debt                                                                      (3,637,431)      (1,507,595)
                                                                                                ---------------  ---------------
Net cash used in financing activities                                                               (6,758,007)      (2,037,382)
                                                                                                ---------------  ---------------

Net increase (decrease) in cash and cash equivalents                                                   606,201       (1,307,136)
Cash and cash equivalents at beginning of period                                                       696,421        7,152,081
                                                                                                ---------------  ---------------
Cash and cash equivalents at end of period                                                          $1,302,622       $5,844,945
                                                                                                ===============  ===============
</TABLE>


<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)
                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1997 AND 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                     1997             1996
                                                                                                     ----             ----

Supplemental disclosures of cash flow information:
<S>                                                                                                   <C>              <C>
Cash paid during period for interest                                                                  $464,930         $524,236
                                                                                                ===============  ===============

Supplemental schedule of non-cash transactions:
Operating lease assets reclassified to assets held for sale or lease                                                   $439,677
Less accumulated depreciation                                                                                          (306,125)
                                                                                                                 ---------------
                                                                                                                       $133,552
                                                                                                                 ===============
</TABLE>

                             See accompanying notes.



<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2. Organization and partnership matters:

ATEL Cash  Distribution  Fund IV, L.P. (the  Partnership),  was formed under the
laws of the State of  California  on  September  19,  1991,  for the  purpose of
acquiring  equipment  to  engage in  equipment  leasing  and  sales  activities.
Contributions in the aggregate of $600 were received as of October 8, 1991, $100
of which  represented the General  Partner's  continuing  interest,  and $500 of
which represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of $1,200,000 and the receipt of the proceeds  thereof on March 6, 1992,
the Partnership commenced operations.  The Partnership or the General Partner on
behalf of the Partnership, will incur costs in connection with the organization,
registration  and issuance of the Units.  The amount of such costs to be born by
the Partnership is limited by certain provisions in the Partnership Agreement.

As of February 3, 1993, the Partnership had received subscriptions for 7,500,000
Limited  Partnership  Units  ($75,000,000)  in addition  to the Initial  Limited
Partners' 50 Units. Of those  subscriptions,  7,487,350 Units ($74,873,500) were
issued and outstanding as of March 31, 1997.

The Partnership's business consists of leasing various types of equipment. As of
March 31, 1997, the original terms of the Partnership's  leases were from two to
ten years.






<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


3. Investment in leases:

The Partnership's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                                                 Depreciation
                                                                                 Expense or       Reclassi-
                                            December 31,                        Amortization     fications or       March 31,
                                                 1996           Additions         of Leases      Dispositions         1997
                                                 ----           ---------         ---------     --------------        ----
<S>                                             <C>                   <C>          <C>             <C>              <C>
Net investment in operating leases              $33,943,386                        ($1,556,443)    ($4,204,121)     $28,182,822
Net investment in direct financing
   leases                                        11,855,610           $77,518         (729,869)         (2,737)      11,200,522
Net investment in leveraged leases                4,844,014                 -          (95,079)              -        4,748,935
Residual value interests                            610,878                 -                -         (28,821)         582,057
Reserve for losses                                 (305,978)          (31,888)               -               -         (337,866)
Assets held for sale or lease                        16,464                 -                -               -           16,464
Initial direct costs, net of
   accumulated amortization of
   $1,365,512 in 1996 and
   $1,304,175 in 1997                             1,300,152                 -         (192,018)              -        1,108,134
                                            ---------------- ----------------- ---------------- ---------------  ---------------
                                                $52,264,526           $45,630      ($2,573,409)    ($4,235,679)     $45,501,068
                                            ================ ================= ================ ===============  ===============
</TABLE>


The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1996,
acquisitions and dispositions  during the quarter ended March 31, 1997 and as of
March 31, 1997.

<TABLE>
<CAPTION>
                                                                 December 31,                    1st Quarter       March 31,
                                                                   1996         Acquisitions    Dispositions          1997
                                                                   ----         ------------    ------------          ----
<S>                                                               <C>              <C>             <C>              <C>
Transportation                                                    $21,497,670                      ($7,105,011)     $14,392,659
Corporate aircraft                                                  9,635,969                       (1,890,000)       7,745,969
Mining                                                              4,347,960                                -        4,347,960
Printing                                                            4,393,249                                -        4,393,249
Construction                                                        4,985,297                                -        4,985,297
Other                                                               4,726,040                                -        4,726,040
Materials handling                                                  3,915,999                                -        3,915,999
Manufacturing                                                       1,587,670                                -        1,587,670
Ground support                                                      1,127,988                                -        1,127,988
Data processing                                                       851,561                                -          851,561
Office equipment                                                      216,080                                -          216,080
                                                             ----------------- ---------------- ---------------  ---------------
                                                                   57,285,483                       (8,995,011)      48,290,472
Less accumulated depreciation                                     (23,342,097)     ($1,556,443)      4,790,890      (20,107,650)
                                                             ----------------- ---------------- ---------------  ---------------
                                                                  $33,943,386      ($1,556,443)    ($4,204,121)     $28,182,822
                                                             ================= ================ ===============  ===============
</TABLE>

All of the property on operating  leases was acquired during 1992,  1993,  1994,
1995 and 1996.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


3. Investment in leases (continued):

At March 31, 1997, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                Year ending     Operating             Direct Financing
                                               December 31,       Leases           Leases           Total
<S>                                              <C>              <C>              <C>             <C>
                                                       1997        $5,738,967       $2,910,511      $8,649,478
                                                       1998         6,177,543        3,487,195       9,664,738
                                                       1999         5,325,941        2,407,843       7,733,784
                                                       2000         2,453,551        1,427,923       3,881,474
                                                       2001         1,831,758          867,616       2,699,374
                                                 Thereafter         1,930,449          397,917       2,328,366
                                                             ----------------- ---------------- ---------------
                                                                  $23,458,209      $11,499,005     $34,957,214
                                                             ================= ================ ===============
</TABLE>


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.81% to 11.2%.

Future minimum principal payments of non-recourse debt are as follows:

<TABLE>
<CAPTION>
                                                Year ending
                                               December 31,     Principal         Interest          Total
<S>                                              <C>              <C>              <C>             <C>
                                                       1997        $2,190,908       $1,035,441      $3,226,349
                                                       1998         5,167,306          992,328       6,159,634
                                                       1999         5,055,577          585,451       5,641,028
                                                       2000         2,324,358          276,272       2,600,630
                                                       2001         1,313,315          121,001       1,434,316
                                                 Thereafter           762,026           39,505         801,531
                                                             ----------------- ---------------- ---------------
                                                                  $16,813,490       $3,049,998     $19,863,488
                                                             ================= ================ ===============
</TABLE>



<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


5.  Related party transactions:

The terms of the Limited Partnership  Agreement provide that the General Partner
and/or   Affiliates   are  entitled  to  receive   certain  fees  for  equipment
acquisition, management and resale and for management of the Partnership.

The General Partner and/or Affiliates earned the following fees, commissions and
reimbursements, pursuant to the Limited Partnership Agreement as follows:

<TABLE>
<CAPTION>
                                                                                                     1997             1996
                                                                                                     ----             ----
<S>                                                                                                   <C>              <C>
Incentive  management  fees  (computed  as  5% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                                      $205,025         $210,600

Administrative costs reimbursed to General Partner                                                      69,901           45,820
                                                                                                ---------------  ---------------
                                                                                                      $274,926         $256,420
                                                                                                ===============  ===============
</TABLE>


6.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1997.  The  agreement  includes an
acquisition  facility to be used by the  Partnership  and  Affiliates to provide
bridge financing for assets on leases.  Draws on the acquisition facility by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.

At March 31, 1997, the Partnership  had $1,000,000 of borrowings  under the line
of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
1997.




<PAGE>

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


Capital Resources and Liquidity

During 1997,  the  Partnership's  primary  source of liquidity was proceeds from
sales  of lease  assets.  During  1996,  the  Partnership's  primary  source  of
liquidity was rents from operating leases. The liquidity of the Partnership will
vary in the  future,  increasing  to the extent  cash flows from  leases  exceed
expenses and proceeds from lease asset sales, and decreasing as lease assets are
acquired,  as  distributions  are made to the limited partners and to the extent
expenses exceed cash flows from leases and proceeds from lease asset sales.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the  initial  lease  terms  expire the  Partnership  will  re-lease  or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on October 28, 1997.

The Partnership  anticipates reinvesting a portion of lease payments from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest), the payment of management and acquisition fees to the General Partner
and providing for cash distributions to the Limited Partners.

The  Partnership  would  likely be in a position  to borrow  against its current
portfolio to meet such  requirements  if its current  reserves  were found to be
inadequate  to  meet  contingencies.  The  General  Partners  envision  no  such
requirements for operating purposes.

Through March 31, 1997, the Partnership had borrowed  approximately  $38,342,000
with a remaining unpaid balance of approximately $16,813,000.  Borrowings are to
be generally non-recourse to the Partnership,  that is, the only recourse of the
lender  for a default  by the  lessee  on the  underlying  lease  will be to the
equipment or  corresponding  lease acquired with the loan proceeds.  The General
Partners  expect that aggregate  borrowings in the future will not exceed 40% of
aggregate  equipment  cost. In any event,  the Agreement of Limited  Partnership
limits such borrowings to 40% of the total cost of equipment, in aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the  acquisition  of  additional  equipment.  At March 31,  1997,  there were no
commitments to purchase additional lease assets.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.


<PAGE>

The Partnership made distributions of cash from 1997 first quarter operations in
February, March and April 1997. The amount of the distributions totaled $.35 per
Unit.  This was paid in either  monthly  amounts of  $.11667  per Unit or in one
quarterly payment of $.35 per Unit in April 1997. These  distributions are equal
to an annualized distribution rate of 14%.

Rents  from  operating  leases  were the  primary  sources  of cash  flows  from
operations in the first quarter of both 1997 and 1996. The amounts of such rents
decreased from 1996 to 1997 by $436,440.

Sources of cash from  investing  activities in 1997 consisted of the proceeds of
the sales of lease assets and cash flows from direct financing leases.  Proceeds
from the sales of lease assets are not expected to be consistent from one period
to another. Cash flows from direct financing leases decreased by $293,893. Lease
rents have declined due to lease terminations and sales of assets.

In the first quarter of 1996, the only  financing  source of cash was borrowings
under the line of credit. The funds were used to partially fund the acquisitions
of lease assets. There were no financing sources of cash in 1997.  Repayments of
non-recourse debt have increased due to borrowings over the last year.

Results of Operations

Operations  in the first  quarter of 1997  resulted  in net  income of  $674,840
compared to $250,688 in 1996.

The decreases in operating  lease revenues were matched  closely by decreases of
depreciation and amortization  expense.  Depreciation has decreased as operating
lease assets have been sold.

The other major  factor in the  increase in net income was the increase in gains
on sales of lease assets. Most of those assets sold were operating lease assets.
The  original  cost of such assets sold  increased  from  $1,407,323  in 1996 to
$8,995,011 in 1997. Proceeds from asset sales increased from $636,395 in 1996 to
$4,590,09 in 1997.






<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

Item 4. Submission Of Matters To A Vote Of Security Holders.

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits And Reports On Form 8-K.

                                   (a) Documents filed as a part of this report

                                     1. Financial Statements

                                        Included in Part I of this report:

                                        Balance  Sheets,   March  31,  1997  and
December 31, 1996.

                                        Income  statements  for the three  month
                        periods ended March 31, 1997 and
                                      1996.
                                        Statement  of   changes   in   partners'
                                           capital  for the three  months  ended
                                           March 31, 1997.
                                        Statements  of cash  flows for the three
                                           month  periods  ended  March 31, 1997
                                           and 1996.
                                        Notes to the Financial Statements

                                     2. Financial Statement Schedules

                                        All other  schedules for which provision
                                        is  made  in the  applicable  accounting
                                        regulations   of  the   Securities   and
                                        Exchange  Commission  are  not  required
                                        under the  related  instructions  or are
                                        inapplicable,  and  therefore  have been
                                        omitted.

                                   (b)  Report on Form 8-K
                                        None

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  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.

Date:
May 12, 1997

                      ATEL CASH DISTRIBUTION FUND IV, L.P.
                                  (Registrant)



                                        By: ATEL Financial Corporation
                                            General Partner of Registrant




                               By: /s/ A. J. Batt
                               ----------------------------------
                                   A. J. Batt
                                   President and Chief Executive Officer
                                   of General Partner




                              By: /s/ Dean L. Cash
                              ----------------------------------
                                  Dean L. Cash
                                  Executive Vice President
                                  of General Partner




                                        By: /s/ F. Randall Bigony
                                            -----------------------------------
                                            F. Randall Bigony
                                            Principal financial officer
                                            of registrant




                                        By: /s/ Donald E. Carpenter
                                            -----------------------------------
                                            Donald E. Carpenter
                                            Principal accounting
                                            officer of registrant