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, 1997. 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.                                          [ ]

Form 8-K dated July 1, 1997 is incorporated by reference in this report.


<PAGE>


               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............... 5-8

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

      Item 9    Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure.........................   8


PART III
      Item 10   The General Partner of the Partnership..................... 9-11

      Item 11   Management Remuneration and Transactions.................. 11-12

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

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


PART IV
      Item 14   Exhibits, Financial Statement Schedules
                and Reports on Form 8-K....................................   13


SIGNATURES      ............................................................  14


<PAGE>


               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, 1997 the Partnership has made the real property
investments set forth in the following table:

Name, type of property                                Date of     Type of
   and location (a)                Size               Purchase    Ownership (b)
   ------------                    ----               --------    -------------

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

(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;

         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 exchange for property.

<PAGE>

               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

            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 1997, 1996, or 1995. 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 1997, 1996 and 1995 the
Partnership redeemed no units.

            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.

                            AVERAGE EFFECTIVE ANNUAL
                                 RENTAL PER UNIT

-------- -------------------- -------------------- --------------------
         BROOKLANE APARTMENTS PRESIDENTIAL ESTATES RAVENWOOD APARTMENTS
         BROWN DEER, WI       INDIANAPOLIS, IN     CINCINNATI, OH
-------- -------------------- -------------------- --------------------
  1997   $6,556               $5,853               $4,447
-------- -------------------- -------------------- --------------------
  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
-------- -------------------- -------------------- --------------------

                                SCHEDULE OF REAL
                                  ESTATE TAXES

             BROOKLANE      PRESIDENTIAL       RAVENWOOD  (B)
             APARTMENTS     ESTATES            APARTMENTS
             BROWN DEER, WI INDIANAPOLIS, IN   CINCINNATI, OH
------------ -------------- ------------------ --------------
       1997
   TAX RATE       30.99            (a)                *
 ASSESSMENT     $275,556           (a)                *
------------ -------------- ------------------ --------------
       1996
   TAX RATE       29.78           23.71             20.99
 ASSESSMENT     $265,046        $120,512           $75,889
------------ -------------- ------------------ --------------
       1995
   TAX RATE       38.59           24.04             20.57
 ASSESSMENT     $289,404        $135,204           $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
------------ -------------- ------------------ --------------

*        Indicates the Partnership did not own the property at the time of
         assessment.
(a) Data not yet available
(b) The Partnership is allocated 30% of the stated assessment. Griffin Real
Estate Fund-V, A Limited Partnership is allocated the remaining 70%.


<PAGE>


               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

                                     PART I
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.

                                     PART II

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.


<PAGE>


               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

                                     PART II

 Item 6. Selected Financial Data

                  Griffin Real Estate Fund-IV, A Limited Partnership For the
         Years Ended December 31, 1997, 1996, 1995, 1994, and 1993

<TABLE>
<CAPTION>

                                                 1997           1996           1995           1994            1993
                                              ----------     -----------    -----------    -----------    -----------
<S>                                           <C>            <C>            <C>            <C>            <C>
 Total revenues                               $3,820,818     $ 3,665,258    $ 3,600,899    $ 3,394,914    $ 3,244,941
 Income (Loss) before
    extra-ordinary item                          154,728          12,823        (37,252)      (103,729)      (768,243)
 Income (Loss) before
    extra-ordinary item per
    limited partner unit (c)                          10               1             (3)            (8)           (57)
 Extraordinary Item:
    Loss on extinguishment
       of debt                                          -              -             -               -        (78,215)
 Extraordinary item:
    Loss on extinguishment
       of debt per limited
       partner unit (c)                                 -              -             -               -             (6)
 Net income (loss)                                 154,728        12,823        (37,252)      (103,729)      (846,458)
 Net income (loss) per
    limited partner unit (c)                            10             1             (3)            (8)           (63)
 Total assets                                  $ 9,340,491   $10,637,967   $ 10,885,194    $11,049,378    $11,508,304
 Mortgages and
    contracts for deed                          11,261,224    12,267,599     12,363,382     12,453,362     12,558,350
 Cash distributions
    per limited
  partner unit (b)(c)                                  31            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 $212 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.


<PAGE>


               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

                                     PART II

(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.

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

 RESULTS OF OPERATIONS
         Summary of Operations - 1997 Compared to 1996

         In 1997 the General Partner began marketing the properties for sale
resulting in the sale of one of the three apartment communities. The remaining
two continue to be marketed for sale. Quarterly distributions for 1997 were $20
per unit (including distributions paid in January 1998) or an annual return of
2% of the limited partners' original investment.

         On June 16, 1997 the Partnership sold the Ravenwood Apartments. In
addition to the operational distributions the Partnership distributed an
additional $6 per unit in July of 1997 from the sales proceeds. Because of this
sale, comparison of results from one year to the next is not possible for the
Partnership taken as a whole. The following discussion is therefore limited to
the two remaining properties that were held for the entire year.

Brooklane Apartments:

         Physical occupancy declined to the 90% range in the second quarter of
1997 due to increased construction of new apartments and single family homes.
The occupancy rate stayed there the rest of the year and ended at 89% as of
December 31, 1997. Gross potential rents increased 2.5% from 1996 over 1997.
However, due to the increased vacancy rate and a decrease in other income, gross
operating income declined 4.9% from 1996.

         An increase in tenant turnover lead to a $14,159 increase in painting
and decorating expenses from $2,245 in 1996 to $16,404 in 1997. There was also a
$9,236 increase in advertising expense from $19,439 in 1996 to $28,675 in 1997,
which is a result of efforts to lease vacant apartments. Utilities increased
6.3% from $140,124 in 1996 to $149,002 in 1997. These and lesser increases in
other expenses were largely offset by a $24,358 decrease in real estate taxes
from $289,404 in 1996 to $265,046 in 1997. The real estate tax reduction
resulted from a complete reassessment in the Village of Brown Deer, Wisconsin in
1996 for taxes payable in 1997. Capital expenditures of $65,724 were for patio
and HVAC repairs and for pool remodeling.

         On June 21, 1997 heavy rains caused flood damages and a subsequent
sewer backup. Damages were in excess of $236,000. Insurance reimbursements
totaled $202,357 and repairs were completed in 1997. The uninsured loss of over
$33,000 is part of the increase in repairs in maintenance. The above mentioned
tenant turnover also contributed to the increase in repairs. The total increase
was $109,612 going from $132,919 in 1996 to $242,531 in 1997.

<PAGE>

               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

Presidential Estates:

         The first quarter ended with an 88% physical occupancy rate. Occupancy
improved steadily throughout the year ending the year at 97%. Better occupancy
combined with a 3.3% increase in rental rates resulted in a 5% increase in
revenue from 1996 to 1997.

         Real estate tax expense dropped by nearly $20,000 from 1996 to 1997
primarily because of a reduction obtained through a successful protest of the
assessment. Utilities dropped $9,941 from $91,784 in 1996 to $81,843 in 1997
mainly due to lower electrical expense. Payroll expense rose $19,608 from
$181,259 in 1996 to $200,867 in 1997 due primarily to an increase in maintenance
salaries and employee rental allowances. Capital expenditures of $141,738 were
used for landscaping, parking lot overlay, laundry room remodeling and for
carpeting decks and balconies.

YEAR 2000

         The year 2000 compliance issue concerns the inability of computerized
information systems to accurately calculate, store or use a date after 1999.
This could result in a system failure or miscalculations causing disruptions of
operations. The General Partner is currently evaluating the accounting software
to find out if a Year 2000 problem exists. If the results of that evaluation
show that there is a problem, there will be a conversion to another software
that is widely used in the real estate industry, is readily available and is
Year 2000 compliant. Such a conversion, if necessary, would occur in 1999. The
General Partner's current estimate is that the costs associated with the Year
2000 issue, and the consequences of incomplete or untimely resolution of the
Year 2000 issue, will not have a material adverse affect on the results of
operations or financial position of the Partnership in any given year.

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.

<PAGE>

               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

         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.

LIQUIDITY

         The Partnership has approximately $410,299 of cash reserves on hand at
December 31, 1997. 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 $130,000 to capital improvements at Brooklane Apartments
and approximately $150,000 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 1998 at an annual rate of $20 or 2% per
partnership unit.

         Although there can be no assurance that sale will ultimately be
completed, the Partnership intends to sell the Brooklane and Presidential
Estates Apartments during 1998. Upon a successful completion of each sale, the
proceeds will be distributed.


<PAGE>


               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP


                                 OCCUPANCY TABLE

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

                       Brooklane           Presidential       Ravenwood
                       Apts.               Estates Apts.      Apts.
                       Brown Deer          Indianapolis       Cincinnati
                       Wisconsin           Indiana            Ohio
                       ---------           ------------       ----------

 3/31/97               94%                 88%                85%
 6/30/97               89%                 92%                 *
 9/30/97               90%                 95%                 *
 12/31/97              89%                 97%                 *

 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%

* 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


<PAGE>


               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

                                    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 57) 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).


<PAGE>


               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

         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 58) 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 61) 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 66) 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.


<PAGE>


               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

         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);

<PAGE>


               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP

                  **       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 $12,142, $11,756 and $ 11,781 in 1997, 1996, and 1995
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

         Everest Investors, LLC, located at 11755 Wilshire Boulevard, Suite 2360
Los Angles, California 90025, is the only person or "group" known by the
Partnership to own beneficially more than 5% of the outstanding units of the
Partnership. Everest Investors, LLC has only a financial interest in their units
which were asigned by the original owners of 722 units. Everest has not been
admitted as a limited partner of the Partnership.

                                     Amount and Nature       Percent of Class
                                       of Beneficial          Outstanding at
              Title of Class             Ownership          December 31, 1997
              --------------             ---------          -----------------

         Limited Partnership Units       722 Units                5.5%


         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, 1997
              --------------             ---------          -----------------

        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.


<PAGE>


               GRIFFIN REAL ESTATE FUND-IV, A LIMITED 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:
                                            1997          1996            1995
                                            ----          ----            ----
          Property management fees       $189,103       $195,590      $ 192,305
          Major improvement
            supervisory fees               65,890         41,901         33,296

         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 contributions were 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. After the
sale of Ravenwood Apartments on June 16, 1997 the joint venture terminated as of
December 31, 1997.

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

         An 8-K was filed on July 1, 1997 in regards to the sale of Ravenwood
Apartments on June 16, 1997. Proforma Financial Information was included with
this filing. No annual report or proxy material for the fiscal year 1997 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.

<PAGE>

               GRIFFIN REAL ESTATE FUND-IV, A LIMITED PARTNERSHIP


                                   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 30, 1998                       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 30, 1998                       By:       Larry Fransen \s\
                                                        -----------------
                                                        Larry Fransen
                                                        Managing General Partner
                                                        of the General Partner
                                                        Griffin Associates-IV
                                                        A Limited Partnership