UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

For the fiscal year ended December 31, 1996.     Commission file number 0-13426

               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

                              Minnesota 41-1470203
                         510 Marquette Avenue, Suite 300
                          Minneapolis, Minnesota 55402

                  Registrant's telephone number (612) 338-2828


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

                                               Name of each exchange on
     Title of each class                           which registered

            None                                          None

Securities registered pursuant to Section 12(g) of the act:  $13,220,000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                              Yes __x__ No ____


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this form 10-K. [ ]



               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP


                                TABLE OF CONTENTS

                                                                           PAGE
PART I
    Item 1         Business...............................................  1-2

    Item 2         Properties.............................................    3

    Item 3         Legal Proceedings......................................    3

    Item 4         Submission of Matters to a Vote
                   of Limited Partners....................................    3


PART II
    Item 5         Market for the Partnership's Limited Partnership
                   Interests and Related Limited Partner Matters..........    3

    Item 6         Selected Financial Data................................  4-5

    Item 7         Management's Discussion and Analysis of
                   Financial Condition and Results of Operations..........  5-7

    Item 8         Financial Statements and Supplementary Data............    7

    Item 9         Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure....................    7


PART III
    Item 10        The General Partner of the Partnership................. 8-10

    Item 11        Management Remuneration and Transactions...............10-11

    Item 12        Limited Partnership Ownership of Certain
                   Beneficial Owners and Management.......................   11

    Item 13        Certain Relationships and Related
                   Transactions...........................................   11


PART IV
    Item 14        Exhibits, Financial Statement Schedules
                   and Reports on Form 8-K................................   11


SIGNATURES         .......................................................   12



               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

                                     PART I

 Item 1.  Business

          The registrant, Griffin Real Estate Fund-IV, A Limited Partnership
(the "Partnership"), was organized on March 13, 1984 under the laws of the State
of Minnesota. The Partnership was formed by the general partner, Griffin
Associates-IV, a Minnesota limited partnership, to acquire existing,
income-producing real properties for rental purposes. On December 23, 1983 the
Partnership commenced an offering of $15,000,000 pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933. The offering terminated
December 22, 1984 upon the acceptance of 13,220 units ($13,220,000).

          The Partnership is engaged solely in the business of real estate
investment, and is limiting its investment to the real property acquired at its
inception plus reasonable repairs and capital improvements. The goal of these
investments is to generate both capital gain income and current income from cash
flow. The Partnership does not invest in real estate mortgages, securities of or
interests in persons primarily engaged in real estate activities, or in other
securities. A presentation of information about industry segments is not
applicable and would not be material to an understanding of the Partnership's
business taken as a whole.

          The General Partner manages and controls all of the affairs of the
Partnership, including deciding when and on what terms properties should be sold
or refinanced.

         As of December 31, 1996 the Partnership has made the real property
investments set forth in the following table:

<TABLE>
<CAPTION>

         Name, type of property                                           Date of           Type of
            and location        (a)                Size                   Purchase       Ownership (b)
            ------------                           ----                   --------       ---------
<S>                                             <C>                       <C>           <C>
         1.  Presidential Estates Apts.          244 units & 2             2/10/84       Mortgage Note
             Indianapolis, Indiana               office buildings
         2.  Brooklane Apartments                278 units                12/27/84       Mortgage Note
             Brown Deer, Wisconsin
         3.  Ravenwood Apts. (c)                 192 units                 4/30/85       Mortgage Note
             Cincinnati, Ohio
</TABLE>

   (a)   Reference is made to Schedule III of this annual report.

   (b)   Reference is made to Note 3 of Notes to Financial Statements filed with
         this annual report for the current outstanding principal balances and a
         description of the long-term indebtedness secured by the Partnership's
         real property investments;

   (c)   The Partnership has a 30% interest in this property. The other 70%
         interest is owned by Griffin Real Estate Fund-V, A Limited Partnership.
         Reference is made to Note 8 to the financial statements.

         The Partnership's real property investments are subject to competition
from similar types of properties in the vicinities in which they are located.

         The Terms of Transactions between the Partnership and affiliates of the
General Partner are described in Item 11 to which reference is hereby made.

         It is the Partnership's policy to conduct its business activities in
accordance with the Partnership Agreement which may not be changed without a
vote of a majority of the Limited Partnership units outstanding. Pursuant to the
Partnership Agreement, the Partnership may not issue senior securities, make
loans to other persons, invest in the securities of other entities for the
purposes of exercising control, underwrite the securities of others or offer
securities in exchage for property.

         As circumstances dictate, the Partnership has the right under the
Partnership Agreement to borrow money, and to use its investments in real
property as collateral for that debt. The amount of debt for acquisitions was
subject to a maximum of 75% loan to value. Although not required, the General
Partner intends to maintain this limit with any subsequent refinancings. No
refinancings occurred in 1996, 1995, or 1994. There is no limit on the number of
mortgages that may be taken out on any one piece of the Partnership's real
properties.

         The Partnership Agreement provides for the redemption of limited
partnership units under certain circumstances. In 1996, 1995 and 1994 the
Partnership redeemed zero, zero and ten units respectively.

         It is the policy of the General Partner to report on a quarterly basis
to the limited partners. Each interim report contains limited financial
reporting with a management discussion of operations and goals for the
Partnership. The annual report contains financial statements that are audited by
independent public accountants, and is accompanied by a management discussion of
operations and goals.

<TABLE>
<CAPTION>

                                                  AVERAGE EFFECTIVE ANNUAL
                                                       RENTAL PER UNIT

            BROOKLANE               PRESIDENTIAL
            APARTMENTS              ESTATES                RAVENWOOD                KRISTOPHER             MOUNTAIN CREEK
            BROWN DEER, WI          INDIANAPOLIS,          APARTMENTS               WOODS APARTMENTS       APARTMENTS STONE
                                    IN                     CINCINNATI, OH           CLARKSTON, GA          MTN., GA
----------- ----------------------- ---------------------- ------------------------ ---------------------- ----------------------
<C>                       <C>                    <C>                      <C>
1996                       $ 6,848                $ 5,542                  $ 4,508            *                      *
----------- ----------------------- ---------------------- ------------------------ ---------------------- ----------------------
1995                         6,718                  5,359                    4,637            *                      *
----------- ----------------------- ---------------------- ------------------------ ---------------------- ----------------------
1994                         6,397                  4,972                    4,634            *                      *
----------- ----------------------- ---------------------- ------------------------ ---------------------- ----------------------
1993                         5,952                  4,865                    4,547            *                      *
----------- ----------------------- ---------------------- ------------------------ ---------------------- ----------------------
1992                         5,787                  4,921                    4,463                $ 6,013                $ 4,522

</TABLE>

*        Indicates the Partnership did not own the property at any time during
         the year.


<TABLE>
<CAPTION>
                                                     SCHEDULE OF REAL
                                                       ESTATE TAXES

                   BROOKLANE          PRESIDENTIAL
                   APARTMENTS         ESTATES              RAVENWOOD  (b)           KRISTOPHER             MOUNTAIN CREEK
                   BROWN DEER,        INDIANAPOLIS         APARTMENTS               WOODS APARTMENTS       APARTMENTS STONE
                   WI                 IN                   CINCINNATI, OH           CLARKSTON, GA          MTN., GA
------------------ ------------------ -------------------- ------------------------ ---------------------- -----------------------
<S>                   <C>                  <C>                    <C>                     <C>                       <C>
             1996
         TAX RATE        29.78                (a)                   20.99                     *                      *
       ASSESSMENT      $265,046               (a)                  $75,889                    *                      *
------------------ ------------------ -------------------- ------------------------ ---------------------- -----------------------
             1995
         TAX RATE        38.59               24.04                  20.57                     *                      *
       ASSESSMENT      $289,404            $148,181                $73,026                    *                      *
------------------ ------------------ -------------------- ------------------------ ---------------------- -----------------------
             1994
         TAX RATE        37.28               26.24                  18.89                     *                      *
       ASSESSMENT      $279,600            $142,861                $66,989                    *                      *
------------------ ------------------ -------------------- ------------------------ ---------------------- -----------------------
             1993
         TAX RATE        35.41               25.85                  18.60                     *                      *
       ASSESSMENT      $290,383            $148,552                $66,063                    *                      *
------------------ ------------------ -------------------- ------------------------ ---------------------- -----------------------
             1992
         TAX RATE        33.52               25.46                  20.22                   40.03                  40.03
       ASSESSMENT      $274,904            $138,607                $71,304                 $55,579                $53,584

</TABLE>

* Indicates the Partnership did not own the property at any time during the
year.

(a) Data not yet availabale

(b) The Partnership is allocated 30% of the
stated assessment. Griffin Real Estate Fund-V, A Limited Partnership is
allocated the remaining 70%.


 Item 2. Properties

         The Partnership owns the real properties referred to in Item 1 to which
reference is hereby made.


 Item 3. Legal Proceedings

         On September 20, 1995 Everest Investors, LLC ("Everest") filed a
lawsuit in Hennepin County Minnesota's Fourth Judicial District Court against
Griffin Associates IV ("General Partner"), the general partner of Griffin Real
Estate Fund IV, A Limited Partnership ("Partnership"). The lawsuit alleged that
the General Partner had wrongfully denied Everest access to the books and
records of the Partnership. The court granted, in part, Everest's request for
access to the books and records and ordered the General Partner to provide
Everest access to these records. The General Partner complied with this court
order. Everest continued to seek access to additional books and records of the
Partnership beyond the scope of the court order. The General Partner vigorously
defended the Partnership's right to keep its proprietary records from being
reviewed by Everest, who has not been admitted as a limited partner of the
Partnership despite having been assigned a financial interest in 126 units by
some original limited partners. The General Partner filed for a dismissal of the
matter. The court heard arguments on September 29, 1995, October 26, 1995 and
November 17, 1995. On November 27, 1995 the court dismissed Everest's lawsuit.
Everest appealed the dismissal in the Minnesota Court of Appeals on March 12,
1996. Briefs were filed and oral arguments were heard by the court on July 1,
1996. On September 10, 1996 the court affirmed the dismissal.


 Item 4. Submission of Matters to a Vote of Limited Partners

         There were no matters submitted to a vote of the Limited Partners.


 Item 5. Market for the Partnership's Limited Partnership Interests and Related
         Limited Partner Matters

         There are approximately 1,436 holders of record of units of the
Partnership. There is no public market for units and it is not anticipated that
a public market for units will develop. The General Partner will not redeem or
repurchase units except upon death of the original limited partner.

         Reference is made to Item 6 in this annual report for a discussion of
cash distributions made to the Limited Partners.



 Item 6. Selected Financial Data

<TABLE>
<CAPTION>

                                   Griffin Real Estate Fund-IV, A Limited Partnership
                            For the Years Ended December 31, 1996, 1995, 1994, 1993, and 1992

                                      1996               1995               1994               1993               1992
                                      ----               ----               ----               ----               ----
<S>                              <C>                <C>                <C>                <C>               <C>
 Total revenues                   $ 3,665,258        $  3,600,899       $  3,394,914       $  3,244,941      $  3,836,340

 Income (Loss) before
   extra-ordinary item                 12,823             (37,252)          (103,729)          (768,243)         (816,561)
 Income (Loss) before
   extra-ordinary item per
   limited partner unit (c)                 1                  (3)                (8)               (57)              (61)
 Extraordinary Items:
   Gain on foreclosure
     of property                            -                   -                  -                  -           171,728
 Loss on extinguishment
   of debt                                  -                   -                  -            (78,215)                -
 Extraordinary items:
   Gain on foreclosure of
     property per limited
     partner unit (c)                       -                   -                  -                  -                13
   Loss on extinguishment
     of debt per limited
     partner unit (c)                       -                   -                  -                 (6)                -
 Net income (loss)                     12,823             (37,252)          (103,729)          (846,458)         (644,833)
 Net income (loss) per
   limited partner unit (c)                 1                  (3)                (8)               (63)              (48)

 Total assets                     $10,637,967        $ 10,885,194       $ 11,049,378       $ 11,508,304       $11,359,546
 Mortgages and
   contracts for deed              12,267,599          12,363,382         12,453,362         12,558,350        11,871,516
 Cash distributions
   per limited
   partner unit (b)(c)                      5                   -                  -                  -                 -

</TABLE>

(a) The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing in Exhibit 13 in this
annual report.

(b) Cash distributions of $181 per limited partnership unit have been made to
the Limited Partners since the inception of the Partnership. These distributions
have not resulted in taxable income to such Limited Partners and have therefore
all represented a return of capital under Generally Accepted Accounting
Principles. Each Partner's taxable income (or loss) from the Partnership in each
year is equal to his allocable share of the taxable income (loss) of the
Partnership, without regard to cash generated or distributed by the Partnership.
The Partnership's Taxable Income and Tax Losses (including net income and losses
from operations but not interest income earned on cash reserves and investments)
as well as Profit or Loss on the Sale of Properties will constitute passive
activity income and losses under the 1986 Act with respect to those taxpayers to
which the passive activity rules apply.

(c) The net income (loss) and cash distribution per limited partnership unit are
based upon the weighted average number of limited partnership units outstanding
during the period.

(d) The 1992 figures reflect the foreclosures of Mountain Creek Apartments and
Kristopher Woods Apartments.

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

 RESULTS OF OPERATIONS

          Summary of Operations - 1996 Compared to 1995

          Rental rates of the property portfolio increased an average of 3.1%.
Individually, rental rates decreased 1.2% at Ravenwood Apartments due to lower
market rates, and increased 4.3% and 2.9% at Presidential Estates Apartments and
Brooklane Apartments respectively.

          Average physical occupancy declined at all three properties, with the
largest drop at Ravenwood Apartments where the average occupancy rate went from
88.1% to 86.7%. Rent loss due to vacancy rose by approximately $41,800. As a
result of the overall increase in rental rates and despite a decrease in other
income, total revenues increased approximately $64,400.

          Interest expense dropped slightly for all three properties since
payments are being made on steadily declining principal balances. Interest rates
averaged about the same throughout 1996 as they did for 1995.

          Excluding the interest expense and the depreciation and amortization
expenses which are non-cash expenditures, total expenses increased slightly by
about $8,500. The improved revenue and stable expenses combined to increase Net
Income by about $50,000.

          During 1996, the Partnership invested approximately $302,900 in
physical improvements to the properties. Most of these funds were spent on the
pool HVAC system and hall remodeling at Brooklane Apartments, and on the parking
lot and roofs at Presidential Estates Apartments.

          The overall performance of the Partnership's properties in 1996 added
approximately $255,600 to its cash reserves before distributions to the limited
partners.

          An improved cash position has enabled the Partnership to resume
distributions to limited partners of record on September 30,1996 at $5 per unit.
This equates to an annual return of $20 or 2% per partnership unit. Unitholders
of record on December 31, 1996 were paid $10 per unit on January 24, 1997
consisting of the normal distribution of $5 and a bonus distribution of an
additional $5 per unit.

          During 1996 the Partnership commenced the active sale of Ravenwood
Apartments. A formal agreement for the sale was executed on February 11, 1997.
Currently the purchase is contingent upon the satisfactory approval of the due
diligence by the purchaser. Although there can be no assurance a closing will
take place, if all goes according to schedule a sale of the property will be
concluded during the month of April 1997.

          Summary of Operations -- 1996 Compared to 1995


          Rental rates of the property portfolio increased an average of 4.4%.
Individually, rental rates increased by the smallest amount of 2.5% at Ravenwood
Apartments and the largest amount of 5.5% at Presidential Estates Apartments.

          Average physical occupancy improved at two of the three properties
with the physical occupancy at Ravenwood Apartments declining. Occupancy rates
averaged increases from 92.1% to 93.2%. Rent loss due to vacancy declined by
approximately $26,700. As a result of increased rental rates and improved
occupancy, plus the increase in interest and other income, revenue increased
approximately $206,000.

          Interest expense increased at all three properties with a total
increase of approximately $187,300. The terms of all three mortgage notes
includes an adjustable rate of interest. Rates that were at 7.1% at the
beginning of 1994 rose throughout 1994 and 1995 to a high of 9.5% by the end of
1995.

          Excluding the interest expense and the depreciation and amortization
expenses which are non-cash expenditures, total other operating expenses
declined by approximately $60,700.

          As a result of improved revenue, and a smaller increase in expenses,
Net Loss was reduced by approximately $66,500.

          During the year, the Partnership invested approximately $199,300 in
physical improvements to the properties. The majority of these expenditures
related to the completion of the exterior renovations and landscaping of
Presidential Estates Apartments.

          As a result of the overall performance of the Partnership's properties
in 1995 the Partnership added approximately $326,100 to its cash reserve
balance.

 LIQUIDITY

          The Partnership has approximately $609,754 of cash reserves on hand at
December 31, 1996. This should provide the Partnership with ample liquidity with
which to operate the Partnership and provide funds for capital improvements to
the properties in the near term and into the future. The Partnership has
committed approximately $150,000 to capital improvements at Brooklane Apartments
and approximately $130,000 at Presidential Estates Apartments.

          Although there can be no assurance of continuing cash flow from
property operations, if anticipated cash flow is realized, the Partnership
intends to continue distributions in 1997 at an annual rate of $20 or 2% per
partnership unit.

          Although there can be no assurance that a sale will ultimately be
completed, the Partnership intends on selling its share of Ravenwood Apartments
during 1997. Upon a successful completion of a sale, the proceeds will be
distributed. The Partnership has no other plans for property sales in the near
term.


                                 OCCUPANCY TABLE

          Approximate occupancy levels of the Partnership's investment property
by quarter.

<TABLE>
<CAPTION>
                 Brooklane           Presidential         Ravenwood         Kristopher        Mtn. Creek
                 Apts.               Estates Apts.        Apts.             Woods Apts.       Apts.
                 Brown Deer          Indianapolis         Cincinnati        Clarkston         Stone Mtn.
                 Wisconsin           Indiana              Ohio              Georgia           Georgia
                 -----------         -------------        ----------        ------------      -------
<S>             <C>                 <C>                  <C>               <C>               <C>
 3/31/96         92%                 92%                  87%               *                 *
 6/30/96         98%                 88%                  87%               *                 *
 9/30/96         99%                 92%                  87%               *                 *
 12/31/96        96%                 89%                  85%               *                 *

 3/31/95         95%                 89%                  86%               *                 *
 6/30/95         99%                 95%                  91%               *                 *
 9/30/95         98%                 93%                  91%               *                 *
 12/31/95        96%                 90%                  86%               *                 *

 3/31/94         93%                 83%                  91%               *                 *
 6/30/94         99%                 85%                  92%               *                 *
 9/30/94         96%                 94%                  90%               *                 *
 12/31/94        97%                 91%                  88%               *                 *

 3/31/93         89%                 91%                  92%               *                 *
 6/30/93         99%                 93%                  96%               *                 *
 9/30/93         99%                 90%                  94%               *                 *
 12/31/93        96%                 87%                  90%               *                 *

 3/31/92         93%                 93%                  92%               88%               82%
 6/30/92         92%                 96%                  91%               *                 *
 9/30/92         91%                 93%                  96%               *                 *
 12/31/92        83%                 90%                  96%               *                 *

</TABLE>

          * Indicates the Partnership did not own the property at the end of the
quarter.

  Item 8. Financial Statements and Supplementary Data

          The Table of Contents to Financial Statements, Financial Statements
and Supplementary Data listed in Item 14 are referenced herein as included in
the exhibits attached to this report and are incorporated herein by reference.

  Item 9. Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

          There have been no changes in independent auditors and as of the date
of the filing, there were no material disagreements with the current independent
auditors (Larson, Allen, Weishair & Co.,LLP) regarding any of the following:

          1)     Accounting principles or practices
          2)     Extent and quality of financial statement disclosure
          3)     Auditing scope or procedures


                                    PART III

 Item 10. The General Partner of the Partnership

          The General Partner of the Partnership is Griffin Associates-IV, A
Limited Partnership, a Minnesota limited partnership formed in August of 1983 by
certain directors and officers of Griffin Companies for the sole purpose of
acting as General Partner of the Partnership. As General Partner, Griffin
Associates-IV manages and controls the affairs of the Partnership and has
general responsibility and authority in all matters affecting its business.

          Griffin Companies, A Minnesota corporation organized in 1969, and its
affiliates are engaged in real estate brokerage, real estate investment
counseling, and management of commercial and residential real estate. Griffin
Companies and its Affiliates have organized and served as general partners in
thirty-two privately placed partnerships and six publicly offered partnerships,
which were formed for the purpose of real estate investment.

          The General Partner and its Affiliates provide executive, supervisory
and certain administrative services for the Partnership's operations and the
General Partner is responsible for determining whether, when and on what terms
properties should be sold or refinanced. In addition, the books and records of
the Partnership are maintained by Griffin Companies, and are subject to audit by
independent certified public accountants. The partners of the General Partner
intend to devote only as much of their time to the business of the Partnership
as they determine to be reasonably required. Limited Partners have no right to
participate in the management of the Partnership.

          Effective December 31, 1994, James R. Wadsworth, one of the partners
of the General Partner, withdrew as a partner.

          The identity and business experience of each of the partners of the
General Partner is as follows:

          Larry D. Fransen (age 56) founded Griffin Companies in 1969. He is a
Director and senior officer of each of its operating entities, in addition to
serving as Chairman.

          Since 1969, he has acted as general partner in many partnerships
investing in apartments, office buildings, warehouses, land and motels.

          Acting on behalf of Griffin Companies' clients, Mr. Fransen has
negotiated the acquisition and disposition of more than one billion dollars in
investment real estate properties nationwide.

          He is a member of numerous professional organizations, including the
Greater Minneapolis Area Board of Realtors, the Minnesota Association of
Realtors, the National Association of Realtors (NAR), Minnesota Multi Housing
Association (MHA), National Multi-Housing Council (NMHC), the National Apartment
Association (NAA), Commercial and Investment Institute, National Association of
Real Estate Investment Trusts (NAREIT), and the Pension Real Estate Association
(PREA).

          Mr. Fransen holds the CCIM (Certified Commercial Investment Member)
designation of the Commercial Investment Institute, as well as the SRS
(Specialist in Real Estate Securities) designation. For 13 years, he was an
instructor for the Commercial Investment Institute and served as the group's
national president in 1983. He has been awarded the Omega Tau Rho Medal of
Service for his years of service to the National Association of Realtors.

          Robert S. Dunbar (age 57) is Chief Executive Officer of Griffin
Companies. Following several years with Control Data Corporation where he held
various administrative and management positions, he was named Executive Vice
President of the U.S. Jaycees in 1970, with responsibility for planning,
budgeting and administration of the national organization. In 1972, he joined
Ed. Phillips & Sons Company in Minneapolis, Minnesota as a sales manager. In
1975 he was elected President of Westland Capital Corporation, a Minneapolis
venture capital firm, where he was responsible for analyzing various companies
for potential investment opportunities. He joined Griffin Companies in 1977.

          Mr. Dunbar is a member of the Institute of Real Estate Management
(IREM) and the Minnesota Multi Housing Association (MHA). He holds the Certified
Apartment Manager (CAM) designation of the National Apartment Association and is
a Certified Property Manager (CPM) as designated by the National Association of
Realtors. Mr. Dunbar also holds a Minnesota Real Estate Broker's License and has
completed the necessary course work for their prestigious Certified Commercial
Investment Member (CCIM) designation conferred by the Commercial Investment
Institute. He is a member of the National Multi-Housing Council and The
Executive Committee (T.E.C.). He also serves on the Board of Trustees of
Northwestern College.

          Robert E. Christenson (age 60) served as a Senior Vice President of
Griffin Companies from April 1982 to March 1985. Since 1970 Mr. Christenson has
been active in the brokerage of commercial investment real estate at two
regional mortgage banking and investment real estate firms based in Minneapolis,
Minnesota.

          Mr. Christenson holds the professional designation CCIM and is past
President of the Upper Midwest CCIM Chapter. He is a member of the Greater
Minneapolis Area Board of Realtors, the Minnesota Association of Realtors and
the National Association of Realtors where he currently serves on the Commercial
Investment Council. Mr. Christenson received the National Service Medal from the
National Association of Realtors in September 1980, and was awarded the William
J. Campbell Trophy for the National Commercial Transaction of the Year for 1982
by the Realtors National Marketing Institute.

          Mr. Christenson is a member of the Real Estate Securities Syndication
Institute and serves as a member of its National Syndication Forum. He is a
member of the International Association for Financial Planning and is a member
and Director of the Twin Cities Association for Financial Planning.

          Thomas A. Robeson (age 65) served as a Senior Vice President of
Griffin Companies, which he joined in April 1980, until his departure on
February 29, 1988.

          Mr. Robeson's previous business experience includes service in the
Investment Division of a national insurance company, from 1955 to 1957, and from
1957 to 1972, with IBM Corporation, where he held various sales and management
positions.

          Mr. Robeson entered the real estate field in 1972 when he joined a
real estate firm in St. Paul, Minnesota. His responsibilities included
brokerage, management and syndication of various types of real estate. In 1975,
Mr. Robeson joined a Minneapolis investment company where he was involved in the
brokerage of a wide range of commercial, industrial, and investment real estate.
In 1978, he was promoted to Vice President and Manager of the
Commercial-Investment Division of that company. He has experience in the
acquisition and disposition of shopping centers, apartment buildings, commercial
office buildings, motels, net leased industrial warehouse and manufacturing
facilities, and industrial, commercial and residential unimproved property.

          Mr. Robeson holds the professional designation CCIM (Certified
Commercial Investment Member of the Realtors National Marketing Institute). He
is a member of the International Association for Financial Planning and of
several real estate organizations, including the National Association of
Industrial and Office Parks, the Upper Midwest Chapter of the Realtors National
Marketing Institute, the Greater Minneapolis Area Board of Realtors, the
Minnesota Association of Realtors and the National Association of Realtors.

          Messrs. Fransen and Dunbar together own 100% of the issued and
outstanding shares of common stock of Griffin Companies. The partners of the
General Partner represent and warrant that they have a collective personal net
worth on an unaudited cost basis and on an unaudited estimated current value
basis (measured as total assets at estimated current value less all liabilities)
in excess of $1,500,000. The assets of the partners of the General Partner are
largely invested in interests in real property and in Griffin Companies.
Therefore, it may be difficult to precisely value such assets or to liquidate
such assets expeditiously or on terms favorable to the seller.

 Item 11. Management Remuneration and Transactions

          Partners of the General Partner receive no current or proposed direct
remuneration in such capacity. The Partnership is required to pay a management
fee to Griffin Companies and the General Partner is entitled to receive a share
of cash distributions, when and as cash distributions are made to the Limited
Partners, and a share of profits or losses as described below:

        .      Profits, losses, other than from refinancing or from the sale of
               Partnership properties, are allocated 99% to the limited partners
               and 1% to the general partner.

        .      Cash flow distributions, other than from refinancing or from the
               sale of Partnership properties, are allocated 95% to the limited
               partners and 5% to the general partner.

        .      Net proceeds from refinancing or from the sale of property other
               than upon liquidation, less any necessary liability reserves or
               debt payments, will be distributed in the following order subject
               to the general partner receiving at least 1% of the
               distributions:

               ..   First, to the limited partners to the extent that prior
                    distributions are less than the original capital
                    contribution plus 6% per annum (as defined in the
                    Partnership Agreement);

               ..   Second, any unpaid real estate commissions due to the
                    general partner on the resale of the Partnership properties;

               ..   Third, any remaining balance, 85% to the limited partners
                    and 15% to the general partner.

          The Partnership is entitled to engage in various transactions
involving affiliates of the General Partner of the Partnership.

          Griffin Companies ("Griffin"), an affiliate of the General Partner,
may be reimbursed for direct expenses relating to the administration of the
Partnership and operation of the Partnership real property investments. Griffin
received approximately $11,756, $ 11,781 and $11,097 in 1996, 1995, and 1994
respectively, for these expenses.

Reference is made to Note 5 of Notes to Financial Statements appearing elsewhere
in this annual report for a description of related party transactions.

 Item 12. Limited Partnership Ownership of Certain Beneficial Owners and
          Management

          No person or any "group" is known by the Partnership to own
beneficially more than 5% of the outstanding units of the Partnership.

          The individual general partners of the General Partner as a group have
the following interest in the Partnership:

             Amount and Nature         Percent of Class
             of Beneficial             Outstanding at
             Title of Class                Ownership           December 31, 1996
             --------------                ---------           -----------------

          Limited Partnership Units   100 units purchased at          .8%
                                      $1,000 per unit

          No partner of the General Partner possesses a right to acquire
beneficial ownership of interest of the Partnership. There exists no
arrangement, known to the Partnership, the operation of which may at subsequent
date result in a change in control of the Partnership.

 Item 13. Certain Relationships and Related Transactions

          The partners of Griffin Associates-IV, the general partner of the
Partnership, are also owners and employees of Griffin Companies, a Minnesota
corporation. Accounts payable - affiliates consists of unpaid management fees to
and advances from Griffin Companies The following is a summary of approximate
fees incurred for the years ended December 31:

                                        1996           1995           1994
                                        ----           ----           ----

        Property management fees     $195,590       $ 192,305      $ 183,022
        Major improvement
          supervisory fees             41,901          33,296         70,414

          On April 26, 1985, Griffin Real Estate Fund-IV entered into a joint
venture with Griffin Real Estate Fund-V for the purpose of purchasing Ravenwood
Apartments, with Griffin Real Estate Fund-V designated as the managing partner.
Griffin Real Estate Fund-IV contributed $330,000 (30%) and Griffin Real Estate
Fund-V contributed $770,000 (70%) to the venture. All allocations of cash flow,
tax consequences, expenses, and future contributions are to be in the ratio of
30% to 70%, respectively. There are no remunerations between Griffin Real Estate
Fund-IV and Griffin Real Estate Fund-V in relation to the Ravenwood Joint
Venture.

 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

          The following documents are filed as part of this report:

               Exhibit 13:  Financial Statements and Schedules

               Exhibit 27:  Financial Data Schedule

          No annual report or proxy material for the fiscal year 1996 has been
sent to the Partners of the Partnership. An annual report will be sent to the
Partners subsequent to this filing substantially similar to this form 10K.



                                   SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.


 Dated:  March 25, 1997               Griffin Real Estate Fund-IV,
                                      A Limited Partnership




                                      By:    Larry Fransen \s\
                                             ----------------------------------
                                             Larry Fransen
                                             for the General Partner
                                             Griffin Associates-IV,
                                             A Limited Partnership

          Pursuant to the requirements of the Securities and Exchange Act of
1934, this Report has been signed below by the following person on behalf of the
Registrant and in the capacity and on the date indicated.





 Dated:  March 25, 1997               By:    Larry Fransen \s\
                                             ----------------------------------
                                             Larry Fransen
                                             Managing General Partner
                                             of the General Partner
                                             Griffin Associates-IV
                                             A Limited Partnership