SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended              September 30, 1996
                                    --------------------------------------------

                                       OR

[ ]  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                          33-80849
                       ---------------------------------------------------------

                      Capital Preferred Yield Fund-IV, L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                         84-1331690
-----------------------                     ------------------------------------
(State of organization)                     (I.R.S. Employer Identification No.)

7175 West Jefferson Avenue, Suite 4000
         Lakewood, Colorado                               80235
---------------------------------------                 ----------
Address of principal executive offices)                 (Zip Code)


        Registrant's telephone number, including area code (303) 980-1000
                                                           --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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    .
                                       ---     ---

                        Exhibit Index Appears on Page 14

                               Page 1 of 15 Pages



<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                          Quarterly Report on Form 10-Q
                              For the Quarter Ended
                               September 30, 1996


                                Table of Contents
                                -----------------



PART I.   FINANCIAL INFORMATION                                            PAGE
                                                                           ----
    Item 1.  Financial Statements (Unaudited)

               Balance Sheet - September 30, 1996                           3

               Statements  of  Income - For the three  months  ended
               September  30,  1996  and for  the  period  from  the
               Commencement of Operations (April 16, 1996) to
               September 30, 1996                                           4

               Statement of Partner's  Capital - For the period from
               the Commencement of Operations (April 16, 1996) to
               September 30, 1996                                           5

               Statement  of Cash  Flows - For the  period  from the
               Commencement of Operations (April 16, 1996) to
               September 30, 1996                                           6

               Notes to Financial Statements                               7-11

    Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                        12-13


PART II.  OTHER INFORMATION

    Item 1.  Legal Proceedings                                             14

    Item 6.  Exhibits and Reports on Form 8-K                              14

             Signature                                                     15
 

                                        2

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                                  BALANCE SHEET
                                   (Unaudited)


                                     ASSETS

                                                                   September 30,
                                                                       1996
                                                                   -------------

Cash and cash equivalents                                             $2,086,100
Accounts receivable, net                                                  68,551
Receivable from affiliates                                                 4,000
Net investment in direct finance leases                                  126,110
Leased equipment, net                                                  4,442,562
                                                                      ----------

         Total assets                                                 $6,727,323
                                                                      ==========


                        LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:

Accounts payable and accrued liabilities                              $   42,802
Payable to affiliates                                                     44,444
Rents received in advance                                                  9,128
Distributions payable to partners                                         59,006
                                                                      ----------

                  Total liabilities                                      155,380
                                                                      ----------

PARTNERS' CAPITAL:
    General partner                                                            -

    Limited Partners:
         Class A                                                       6,503,169
         Class B                                                          68,774
                                                                      ----------
Total partners' capital                                                6,571,943
                                                                      ----------

Total liabilities and partners' capital                               $6,727,323
                                                                      ==========


   The accompanying notes are an integral part of these financial statements.

                                        3

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                              STATEMENTS OF INCOME
                                   (Unaudited)


                                                             For the period from
                                                               the Commencement
                                                                of Operations
                                              September 30,  (April 16, 1996) to
                                                  1996        September 30, 1996
                                              -------------  -------------------

REVENUE:
   Operating lease rentals                      $ 190,847          $ 247,586
   Direct finance lease income                      3,230              3,230
   Interest income                                 14,727             19,806
                                                ---------          ---------
         Total revenue                            208,804            270,622
                                                ---------          ---------

EXPENSES:
   Depreciation and amortization                  148,914            177,197
   Direct services from general partner            17,036             23,891
   Management fees paid to general partner          3,210              3,971
   General and administrative                      35,881             36,622
                                                ---------          ---------
         Total expenses                           205,041            241,681
                                                ---------          ---------

NET INCOME                                      $   3,763          $  28,941
                                                =========          =========

NET INCOME (LOSS) ALLOCATED:
   To the general partner                       $   8,896          $  12,658
   To the Class A limited partners                 (5,088)            16,109
   To the Class B limited partner                     (45)               174
                                                ---------          ---------
                                                $   3,763          $  28,941
                                                =========          =========

Net income (loss) per weighted
  average Class A limited partner
  unit outstanding                              $    (.11)         $     .39
                                                =========          =========

Weighted average Class A limited
  partner units outstanding                        47,746             41,214
                                                =========          =========




   The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                         STATEMENT OF PARTNERS' CAPITAL
         For the period from commencement of operations (April 16, 1996)
                              to September 30, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                          Class A      Class B
                                            General       Limited      Limited
                                            Partner       Partners     Partner         Total
                                            -------       --------     -------         -----

<S>                                        <C>          <C>            <C>        <C>         
Capital contributions                      $       -    $ 7,743,042    $ 70,000   $  7,813,042
Commissions and offering costs on
  sale of Class A limited partner units      (11,220)    (1,110,748)          -     (1,121,968)
Net income                                    12,658         16,109         174         28,941
Distributions to partners                     (1,438)      (145,234)     (1,400)      (148,072)
                                           ---------    -----------    ---------  ------------

Partners' capital, September 30, 1996      $       -    $ 6,503,169    $ 68,774   $  6,571,943
                                           =========    ===========    ========   ============



</TABLE>












   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                       For the period from the
                                                      Commencement of Operations
                                                         (April 16, 1996) to
                                                          September 30, 1996
                                                      --------------------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                    $   176,445
                                                             -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment on operating leases
    from affiliate                                            (4,621,028)
  Investment in direct finance leases, acquired
    from affiliate                                              (134,706)
                                                             -----------
Net cash used in investing activities                         (4,755,734)
                                                             -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Class A capital contributions                  7,743,042
  Proceeds from Class B capital contributions                     70,000
  Commissions paid to affiliate in connection
    with the sale of Class A limited partner units              (756,205)
  Non-accountable organization and offering expenses
    reimbursement paid to the general partner in
    connection with the sale of Class A limited
    partner units                                               (302,382)
  Distributions to partners                                      (89,066)
                                                             -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                      6,665,389
                                                             -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                      2,086,100

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                       -
                                                             -----------

Cash and cash equivalents at end of period                   $ 2,086,100
                                                             ===========








   The accompanying notes are an integral part of these financial statements.

                                        6

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                             NOTES TO BALANCE SHEET
                                   (Unaudited)


1.   Basis of Presentation:
     ---------------------

     The  accompanying  unaudited  balance sheet has been prepared in accordance
     with  generally  accepted  accounting   principles  for  interim  financial
     information and the  instructions to Form 10-Q and Rule 10-01 of Regulation
     S-X.  Accordingly,   they  do  not  include  all  of  the  information  and
     disclosures required by generally accepted accounting principles for annual
     financial   statements.   In  the  opinion  of  the  general  partner,  all
     adjustments  (consisting only of normal recurring  adjustments)  considered
     necessary  for  a  fair  presentation  have  been  included.   For  further
     information, refer to the balance sheet of Capital Preferred Yield Fund-IV,
     L.P.  (the  "Partnership"),   and  the  related  notes,   included  in  the
     Partnership's  registration statement on Form S-1, as of December 31, 1995,
     previously filed with the Securities and Exchange Commission.

2.   Summary of Significant Accounting Policies:
     ------------------------------------------

     Partnership Allocations:

     Cash Distributions:
     ------------------
     During the Reinvestment  Period (as defined in the Partnership  Agreement),
     available cash is distributed to the partners as follows:

         First,  1.0% to the  general  partner  and 99.0% to the Class A limited
         partners   until  the  Class  A  limited   partners   receive   annual,
         non-compounded   cumulative  distributions  equal  to  10.5%  of  their
         contributed capital.

         Second,  1.0% to the  general  partner and 99.0% to the Class B limited
         partner   until   the   Class  B  limited   partner   receives   annual
         non-compounded   cumulative   distributions   equal  to  10.5%  of  its
         contributed capital.

         Third,  any remaining  available cash will be reinvested or distributed
         to the partners as specified in the Partnership Agreement.

     After the  Reinvestment  Period (as defined in the Partnership  Agreement),
     available cash will be distributed to the partners as follows:

         First, in accordance with the first and second  allocations  during the
         Reinvestment Period as described above.


                                        7

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                             NOTES TO BALANCE SHEET
                                   (Unaudited)

2.   Summary of Significant Accounting Policies, continued:
     ------------------------------------------

         Second,  99.0% to the Class A limited  partners and 1.0% to the general
         partner,  until the Class A limited partners achieve Payout (as defined
         in the Partnership Agreement).

         Third,  99.0% to the Class B limited  partner  and 1.0% to the  general
         partner,  until the Class B limited partner achieves Payout (as defined
         in the Partnership Agreement).

         Fourth,  99.0% to the Class A and Class B limited partners (as a class)
         and 1.0% to the general partner,  until the Class A and Class B limited
         partners achieve 170% recovery (i.e.,  receive cash distributions equal
         to 170% of their capital contributions).

     Thereafter,  90% to the Class A and Class B limited  partners  (as a class)
     and 10% to the general partner.

     Profits and Losses:
     ------------------

     There are several special  allocations that precede the general allocations
     of  profits  and  losses  to the  partners.  The most  significant  special
     allocations are as follows:

         First,  commissions  and expenses paid in  connection  with the sale of
         Class A limited partner units are allocated 1.0% to the general partner
         and 99.0% to the Class A limited partner.

         Second,  depreciation  relating to Partnership equipment and any losses
         resulting  from the sale of equipment are generally  allocated  1.0% to
         the  general  partner  and  99.0%  to  the  limited   partners  (shared
         99.0%/1.0% by the Class A and Class B limited  partners,  respectively)
         until  the  cumulative  amount  of such  depreciation  and such  losses
         allocated  to  each  limited  partner  equals  such  limited  partner's
         contributed  capital reduced by commissions  and expenses  allocated to
         such partner.  Thereafter,  gain on sale of equipment,  if any, will be
         allocated  to the  general  partner  in an  amount  equal to the sum of
         depreciation and loss on sale of equipment  previously allocated to the
         general partner.

         Third,  notwithstanding  anything in the  Partnership  Agreement to the
         contrary,  and before any other allocation is made, items of income and
         gain for the current period shall be allocated, as quickly as possible,
         to the general partner to the extent of any deficit balance existing in
         the  general   partner's  capital  account  as  of  the  close  of  the
         immediately  preceding  period,  in order to restore the balance in the
         general partner's capital account to zero.



                                        8

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.
                             NOTES TO BALANCE SHEET
                                   (Unaudited)

2.   Summary of Significant Accounting Policies, continued:
     ------------------------------------------

     After  giving  effect to special  allocations,  profits  (as defined in the
     Partnership  Agreement),  are first  allocated in proportion to, and to the
     extent  of,  any  previous  losses,  in  reverse  chronological  order  and
     priority.  Any  remaining  profits  are  allocated  in the same  order  and
     priority as cash distributions.

     After  giving  effect to special  allocations,  losses  (as  defined in the
     Partnership  Agreement),  are allocated in proportion to, and to the extent
     of, any previous profits in reverse  chronological order and priority.  Any
     remaining losses are allocated 1.0% to the general partner and 99.0% to the
     limited  partners  (shared  99.0%/1.0%  by the  Class A and Class B limited
     partners, respectively).

     INCOME TAXES

     No  provision  for income taxes has been made in the  financial  statements
     since  taxable  income  or  loss is  recorded  in the  tax  returns  of the
     individual partners.

     CASH EQUIVALENTS

     The Partnership  considers  short-term,  highly liquid investments that are
     readily convertible to known amounts of cash to be cash equivalents.

     Cash equivalents consist of $1,628,000 of overnight  government  securities
     held by a bank at  September  30,  1996.  Cash  equivalents  have  original
     maturities of 90 days or less.

     NET INCOME (LOSS) PER CLASS A LIMITED PARTNER UNIT

     Net income (loss) per Class A limited  partner unit is computed by dividing
     the net income  (loss)  allocated  to the Class A limited  partners  by the
     weighted average number of Class A limited partner units outstanding during
     the period.

3.   Transactions With the General Partner and Affiliates
     ----------------------------------------------------

     SALES COMMISSIONS AND OFFERING COSTS

     Under the terms of the Partnership Agreement,  CAI Securities  Corporation,
     an  affiliate  of  the  general  partner,  is  entitled  to  receive  sales
     commissions  and  wholesaling  fees  equal  to 10% of the  Class A  limited
     partners' capital contributions, up to 9% of which is paid to participating
     broker-dealers.  During  the period  from the  commencement  of  operations
     (April 16, 1996) to September 30, 1996, CAI Securities  Corporation  earned
     commissions  and fees in the amount of  $774,304  ($18,099 of which will be
     paid in the fourth  quarter),  $662,422 of which was paid to  participating
     broker-dealers.

                                        9

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.
                             NOTES TO BALANCE SHEET
                                   (Unaudited)


3.   Transactions With the General Partner and Affiliates, continued:
     ----------------------------------------------------

     As provided  in the  Partnership  Agreement,  the  general  partner  earned
     $309,622  ($7,240  of  which  will  be  paid  in  the  fourth  quarter)  as
     reimbursement  for expenses  incurred during the period from April 16, 1996
     to  September  30,  1996  in  connection  with  the   organization  of  the
     Partnership  and the offering of Class A limited  partner units for sale to
     the public.

     DIRECT SERVICES:

     The  general  partner  and  its  affiliates  provide  accounting,  investor
     relations,  billing, collecting, asset management, and other administrative
     services to the Partnership. The Partnership reimburses the general partner
     for these services  performed on its behalf as permitted under the terms of
     the Partnership  Agreement. A total of $23,891 of expenses were incurred by
     the general  partner  through  September 30, 1996,  $5,000 of which will be
     paid in the fourth quarter.

     PAYABLE TO AFFILIATES:

     Payable to  affiliates  consists of sales  commissions,  wholesaling  fees,
     organization  and offering expense  reimbursements  with respect to Class A
     limited   partner   units  sold  and   amounts   relating  to  general  and
     administrative  expenses  during the period ended September 30, 1996 due to
     the general partner and its affiliates.


4.   During the period ending September 30, 1996, the Partnership purchased from
     Capital  Associates  International,  Inc.  ("CAII"),  the  Class B  limited
     partner and an affiliate of the general partner,  the equipment under lease
     listed  below.  The  Partnership  purchased  the equipment at cost to CAII,
     including  reimbursement of other acquisition costs and acquisition fees as
     provided for in the Partnership Agreement.
<TABLE>
<CAPTION>


                                                                                  Acquisition          Total
                                        Equipment                 Cost of          Fees and          Equipment
                Lessee                 Description               Equipment       Reimbursements    Purchase Price
      --------------------------       -----------              -----------      --------------    --------------

<S>                                     <C>                     <C>                 <C>              <C>        
      General Motors Corporation        Forklifts               $     4,549         $     158        $     4,707
      General Motors Corporation        Forklifts                    80,638             2,794             83,432
      General Motors Corporation        Forklifts                   170,982             5,925            176,907
      General Motors Corporation        Forklifts                    28,764               997             29,761
      General Motors Corporation        Forklifts                    27,795               963             28,758
      General Motors Corporation        Forklifts                   205,011             7,104            212,115
      General Motors Corporation        Forklifts                    49,904             1,729             51,633
      General Motors Corporation        Forklifts                   144,568             5,009            149,577

                                       10

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.
                             NOTES TO BALANCE SHEET
                                   (Unaudited)

4.    (continued)

                                                                                  Acquisition          Total
                                        Equipment                 Cost of          Fees and          Equipment
                Lessee                 Description               Equipment       Reimbursements    Purchase Price
      --------------------------       -----------              -----------      --------------    --------------

      General Motors Corporation        Loader                  $    80,897         $   2,803        $    83,700
      Staples                           Copiers                     229,777             7,962            237,739
      Staples                           Copiers                     246,081             8,527            254,608
      USS/Kobe Steel                    Forklifts                    35,334             1,224             36,558
      International Paper Company       Networking equipment        122,043             4,229            126,272
      Universal Forest Products         Forklifts                    34,323             1,189             35,512
      General Motors Corporation        Forklifts                    37,350             1,294             38,644
      Universal Forest Products         Forklifts                    34,323             1,189             35,512
      Universal Forest Products         Forklifts                    21,246               736             21,982
      Addison Wesley Longman            IBM Notebooks               496,392            17,200            513,592
      Louisiana Workers Comp            Computer equipment          116,055             4,021            120,076
      General Motors Corporation        Material handling           108,935             3,775            112,710
      General Motors Corporation        Material handling           113,319             3,927            117,246
      Xerox                             Forklifts                    14,015               486             14,501
      General Motors Powertrain         Scrubber                      6,208               215              6,423
      General Motors Corporation        Material handling           108,164             3,748            111,912
      General Motors Corporation        Material handling            21,327               739             22,066
      Medtronic                         Copier                       14,140               490             14,630
      General Motors Corporation        Material handling            12,987               450             13,437
      International Paper               Forklifts                   862,897            29,899            892,796
      USS/Kobe Steel                    Forklifts                    83,000             2,876             85,876
      Home Depot                        Forklifts                   647,037            22,420            669,457
      Ball Foster Glass                 Wrapper                     230,958             8,003            238,961
      Ball Foster Glass                 Lift trucks                  59,342             2,012             61,354
      General Motors                    Trailer                      37,182             1,288             38,470
      Ball Foster Glass                 Wrapping equipment           99,023             3,431            102,454
      Alliant Techsystems               Phone system                 11,942               414             12,356
                                                                -----------         ---------        -----------

                                                                $ 4,596,508         $ 159,226        $ 4,755,734
                                                                ===========         =========        ===========
</TABLE>


As of September 30, 1996, the general partner had identified  approximately $3.5
million of  equipment  expected  to be placed  under  lease that  satisfied  the
Partnership's  investment  criteria,  $324,000  of which  was  purchased  by the
Partnership  from CAII during October 1996. The  Partnership  expects to acquire
the remainder of the identified equipment from CAII with the available cash from
operations  and the net  proceeds  from the sale of  additional  Class A limited
partner units.

                                       11

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

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


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

The Partnership  commenced  operations on April 16, 1996 and reported net income
of $28,941 or $.39 per weighted  average Class A limited  partner unit,  for the
period from April 16, 1996 to September 30, 1996.

The  Partnership  reported  net  income  of  $3,763,  or a net  loss of $.11 per
weighted average Class A limited partner unit, for the period from June 30, 1996
through  September  30,  1996.  The loss per  weighted  average  Class A limited
partner unit results from the allocation of profits and losses among the general
partner and limited  partners as  specified  in the  Partnership  Agreement  and
discussed in Note 2 above.

The  ultimate   profitability  of  the  Partnership's  leasing  transactions  is
dependent in part on the general level of interest  rates because  leasing is an
alternative to financing  equipment  purchases with debt.  Lease rates therefore
tend to rise  and  fall  with  interest  rates  although  lease  rate  movements
generally lag behind interest rate movements. The amount of future distributions
to the partners will depend, in part, on future interest rates.

A comparison of current  operating  results to the  corresponding  period of the
prior year  cannot be made since the  Partnership  did not  commence  operations
until April 16, 1996.

Liquidity & Capital Resources
-----------------------------

The  Partnership  was  formed on  December  18,  1995.  On April 16,  1996,  the
Partnership commenced offering 500,000 Class A limited partner units at $100 per
unit. On June 3, 1996, the Partnership held its initial closing, receiving gross
offering  proceeds of $1,200,000 from the sale of 12,000 Class A limited partner
units.  The  Partnership  intends to continue  offering Class A limited  partner
units for sale and admitting  additional  Class A limited partners through April
15,  1998.  A  summary  of  the  Partnership's   offering  activities  from  the
commencement of operations to September 30, 1996 is presented below:

Class A limited partner units sold                                       77,430
                                                                    ===========

Gross offering proceeds                                             $ 7,743,042
Sales commissions                                                      (774,304)
Organization and offering expenses                                     (309,622)
Due diligence expenses                                                  (38,042)
                                                                    -----------
   Net offering proceeds                                            $ 6,621,074
                                                                    ===========

Class B limited partner (CAII) cash contribution                    $    70,000
                                                                    ===========

                                       12

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

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



Liquidity & Capital Resources, continued
-----------------------------

Available cash and cash reserves of the  Partnership  are invested in short-term
government  securities,  pending the acquisition of equipment or distribution to
the partners.

During  the  period  from  April  16,  1996  through  September  30,  1996,  the
Partnership  purchased  equipment under lease having a total equipment  purchase
price  of  $4,755,734.  As of  September  30,  1996,  the  general  partner  had
identified  approximately  $3.5 million of equipment expected to be placed under
lease that satisfied the Partnership's  investment  criteria,  $324,000 of which
was purchased by the Partnership  from CAII during October 1996. The Partnership
expects to acquire the remainder of the identified  equipment from CAII with the
available cash from  operations and the net proceeds from the sale of additional
Class A limited partner units during the remainder of 1996.

During  the  period  from  April  16,  1996  through  September  30,  1996,  the
Partnership declared distributions to the partners of $144,050 ($59,005 of which
was paid during October 1996). A substantial  portion of such  distributions  is
expected to constitute a return of capital.  Distributions  may be characterized
for tax,  accounting and economic  purposes as a return of capital,  a return on
capital  or a  portion  of both.  The  portion  of each cash  distribution  by a
partnership  which  exceeds its net income for the fiscal period may be deemed a
return of capital.  However,  the total percentage of a partnership's  return on
capital  over its life will only be  determined  after all  residual  cash flows
(which include  proceeds from the  re-leasing  and sale of equipment)  have been
realized at the  termination of the  Partnership.  For the period from April 16,
1996 through September 30, 1996,  approximately 89% of the cash distributions to
the  partners  constituted  a return of capital for  accounting  purposes.  This
percentage  may  not be  reflective  of the  percentage  of  distributions  that
constitutes a return of capital at any subsequent point in time.

The general partner believes that the Partnership will generate  sufficient cash
flows from operations during 1996, to (1) meet current  operating  requirements,
(2) enable it to fund cash distributions to both the Class A and Class B limited
partners  at  annualized  rates  of 10.5%  (substantial  portions  of which  are
expected to constitute returns of capital), of their capital contributions,  and
(3) reinvest in  additional  equipment  under  leases,  provided  that  suitable
equipment can be identified and acquired.



                                       13

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                                    PART II.

                                OTHER INFORMATION



Item 1.   Legal Proceedings

          The  Partnership  is not a party  to any  material  legal  proceedings
          outside the ordinary course of its business.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  None.

          (b)  The  Partnership  did not file any reports on Form 8-K during the
               quarter ended September 30, 1996.


                                       14

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                                    Signature



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Partnership  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                               CAPITAL PREFERRED YIELD FUND-IV, L.P.

                               By:  CAI Equipment Leasing V Corp.


Dated:   November 4, 1996      By:  /s/ John E. Christensen
                                    -----------------------
                                    John E. Christensen
                                    Senior Vice President,
                                    Chief Administrative Officer and Director



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