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                  March 31, 1997
                              --------------------------------------------------

                                       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 13

                               Page 1 of 14 Pages


<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                          Quarterly Report on Form 10-Q
                              For the Quarter Ended
                                 March 31, 1997


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



PART I.   FINANCIAL INFORMATION                                            PAGE
                                                                           ----

     Item 1.  Financial Statements (Unaudited)

              Balance Sheets - March 31, 1997 and December 31, 1996          3

              Statement of Income - Three months ended
              March 31, 1997                                                 4

              Statement of Partner's Capital - Three months
              ended March 31, 1997                                           5

              Statement of Cash Flows - For the three months
              ended March 31, 1997                                           6

              Notes to Financial Statements                               7 - 9

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations              10 - 12


PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings                                             13

     Item 6.  Exhibits and Reports on Form 8-K                              13

              Signature                                                     14


                                        2

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                                  BALANCE SHEET
                                   (Unaudited)


                                     ASSETS

                                                      March 31,     December 31,
                                                        1997            1996
                                                     -----------    ------------

Cash and cash equivalents                            $ 1,548,389     $ 3,286,072
Accounts receivable                                       23,310          76,524
Receivable from affiliates                                 5,955              --
Net investment in direct finance leases                3,714,084         182,328
Leased equipment, net                                 34,127,607      13,107,533
                                                     -----------     -----------

     Total assets                                    $39,419,345     $16,652,457
                                                     ===========     ===========


                        LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accounts payable and accrued liabilities             $   586,787     $   658,229
Payable to affiliates                                     53,039          43,483
Rents received in advance                                142,074          31,991
Distributions payable to partners                        214,040         128,898
Discounted lease rentals                              18,822,216       2,765,239
                                                     -----------     -----------
         Total liabilities                            19,818,156       3,627,840
                                                     -----------     -----------

Partners' Capital:
     General partner                                           -               -

     Limited Partners:
         Class A                                      19,378,870      12,878,374
         Class B                                         222,319         146,243
                                                     -----------     -----------

Total partners' capital                               19,601,189      13,024,617
                                                     -----------     -----------

Total liabilities and partners' capital              $39,419,345     $16,652,457
                                                     ===========     ===========


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

                                        3

<PAGE>



                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                               STATEMENT OF INCOME
                                   (Unaudited)


                                                            For the three months
                                                            ended March 31, 1997
                                                            --------------------
Revenue:
   Operating lease rentals                                        $1,505,846
   Direct finance lease income                                        28,122
   Interest income                                                    49,978
                                                                  ----------
         Total revenue                                             1,583,946
                                                                  ----------

Expenses:
   Depreciation and amortization                                   1,191,594
   Direct services from general partner                               22,172
   Management fees paid to general partner                            30,113
   General and administrative                                         35,877
   Interest on discounted lease rentals                              148,888
                                                                  ----------
         Total expenses                                            1,428,644
                                                                  ----------

Net income                                                        $  155,302
                                                                  ==========

Net income allocated:
   To the general partner                                         $   16,540
   To the Class A limited partners                                   137,348
   To the Class B limited partner                                      1,414
                                                                  ----------
                                                                  $  155,302
                                                                  ==========

Net income per weighted average Class A
        limited partner unit outstanding                          $     0.70
                                                                  ==========

Weighted average Class A limited partner
        units outstanding                                            197,329
                                                                  ==========







   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 three months ended March 31, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                      Class A
                                                      Limited          Class A          Class B
                                      General         Partners         Limited          Limited
                                      Partner          Units           Partners         Partner          Total
                                    ----------        --------       ------------      ---------      ------------
<S>                                <C>                <C>           <C>               <C>            <C>         

Partners' capital,
  January 1, 1997                   $        -         154,503       $ 12,878,374      $ 146,243      $ 13,024,617
Capital contributions                        -          80,279          8,027,905         80,000         8,107,905
Volume discount                              -               -             (6,000)            -             (6,000)
Commissions and offering
  costs on sale of Class A
  limited partner units                (11,525)              -         (1,134,936)             -        (1,146,461)
Net income                              16,540               -            137,348          1,414           155,302
Distributions declared
  to partners                           (5,015)              -           (523,821)        (5,338)         (534,174)
                                    ----------        --------       ------------      ---------      ------------

Partners' capital,
  March 31, 1997                    $        0         234,782       $ 19,378,870      $ 222,319      $ 19,601,189
                                    ==========        ========       ============      =========      ============

</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 three months
                                                            ended March 31, 1997
                                                            --------------------

Net cash provided by operating activities                        $ 1,530,312
                                                                 -----------

Cash flows from investing activities:
  Purchases of equipment on operating leases from affiliate       (8,687,400)
  Investment in direct finance leases, acquired from affiliate      (464,890)
                                                                 -----------

Net cash used in investing activities                             (9,152,290)
                                                                 -----------

Cash flows from financing activities:
  Proceeds from Class A capital contributions                      8,027,905
  Proceeds from Class B capital contributions                         80,000
  Principal payments on discounted lease rentals                    (616,084)
  Commissions paid to affiliate in connection
    with the sale of Class A limited partner units                  (802,791)
  Non-accountable organization and offering expenses
    reimbursement paid to the general partner in connection
    with the sale of Class A limited partner units                  (355,703)
  Distributions to partners                                         (449,032)
                                                                 -----------

Net cash provided by financing activities                          5,884,295
                                                                ------------

Net decrease in cash and cash equivalents                         (1,737,683)

Cash and cash equivalents at beginning of period                   3,286,072
                                                                 -----------

Cash and cash equivalents at end of period                       $ 1,548,389
                                                                 ===========

Supplemental disclosure of cash flow information:
  Interest paid on discounted lease rentals                          148,888
Supplemental disclosure of noncash investing and
financing activities:
  Discounted lease rentals assumed in equipment acquisitions      16,673,062
  Reduction in Partner's capital accounts for commissions and
    costs payable to affiliates                                       22,554

   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)


                      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 financial  statements of Capital Preferred Yield
     Fund-IV,  L.P. (the "Partnership"),  and the related notes, included in the
     Partnership's  Annual  Report on Form 10-K for the year ended  December 31,
     1996 (the "1996 Form  10-K"),  previously  filed  with the  Securities  and
     Exchange Commission.

     The balance  sheet at December  31, 1996 has been  derived from the audited
     financial statements included in the Partnership's 1996 Form 10-K.

2.   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  three  months  ended  March  31,  1997,  CAI
     Securities  Corporation  earned  commissions  and  fees  in the  amount  of
     $802,791, $687,743 of which was paid to participating broker-dealers.

     As provided  in the  Partnership  Agreement,  the  general  partner  earned
     $343,670  ($22,554  of which was paid in April 1997) as  reimbursement  for
     expenses  incurred  during  the  three  months  ended  March  31,  1997  in
     connection  with the  organization  of the  Partnership and the offering of
     Class A limited partner units.  The general  partner also received  $22,554
     (all of which was paid in April 1997) as  reimbursement  for due  diligence
     expenses incurred during the three months ended March 31, 1997.

                                        7

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                             NOTES TO BALANCE SHEET
                                   (Unaudited)


2.   Transactions With the General Partner and Affiliates, continued
     ----------------------------------------------------

     SALES COMMISSIONS AND OFFERING COSTS, continued

     As  provided in the  Prospectus,  a volume  discount,  equal to 1.0% of the
     purchase  price per unit for all purchases of $500,000 or more, was granted
     during the three months ended March 31, 1997 in the amount of $6,000.

     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.  Such reimbursements totaled $22,172 ($14,808 of
     which were paid in April  1997)  during the three  months  ended  March 31,
     1997.

     PAYABLE TO AFFILIATES:

     Payable to affiliates  consists of direct services,  management fees, sales
     commissions,   wholesaling   fees,   organization   and  offering   expense
     reimbursements with respect to Class A limited partner units payable to the
     general partner and its affiliates.

3.   During the period  ending  March 31,  1997,  the  Partnership  acquired the
     equipment  described  below from  Capital  Associates  International,  Inc.
     ("CAII"):

<TABLE>
<CAPTION>


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

     <S>                             <C>                             <C>             <C>                 <C>        
      Alcoa Fujikura                  Forklifts                       $ 1,462,149     $   49,555          $ 1,511,704
      Alliant Techsystems             Lathe                               242,205          8,392              250,597
      Applied Magnetics               Teching system                    1,182,922         40,988            1,223,910
      Arqule, Inc.                    Research & development            2,332,813         80,829            2,413,642
      Christy's Market                Food service equipment              761,849         26,396              788,245
      Chrysler Corporation            Forklifts                         1,020,599         35,364            1,055,963
      Dewolfe Company                 Computer equipment                  553,983         19,198              573,181
      Enogex Inc.                     Computer equipment                  915,364         31,721              947,085
      General Motors Corporation      Machine tools                       269,074          9,323              278,397
      Genetics Institute              Research & development            1,008,407         34,941            1,043,348
      Heluva Good Cheese              Material handling equipment          47,066          1,599               48,665
      Home Depot, Inc                 Lift trucks                         491,977         16,706              508,683

                                        8

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

                             NOTES TO BALANCE SHEET
                                   (Unaudited)


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

      In Home Health, Inc.            Furniture, fixture & equipment  $    13,063     $      453          $    13,516
      International Paper             Utility carts                        77,607          2,689               80,296
      Louisiana Workers Comp          Server                               34,492          1,195               35,687
      Lucas Industries                Manufacturing equipment             823,887         28,549              852,436
      Matsushita                      Phone system                        110,431          3,826              114,257
      Morgan Construction             Production equipment              1,278,202         44,289            1,322,491
      Nabisco                         Sweeper                              17,248            597               17,845
      National Broadcasting Co        Broadcast video equipment           318,988          9,852              328,840
      Northwestern University         Test equipment                      137,343          4,759              142,102
      Oklahoma Gas & Electric         Computer equipment                2,862,444         99,184            2,961,628
      Precision Cast Parts            Forklifts                           131,068          4,542              135,610
      Robertshaw Controls             Manufacturing equipment           1,350,199         46,784            1,396,983
      The Foxboro Company             Manufacturing equipment           4,584,229        158,846            4,743,075
      Thomson Industries              Manufacturing equipment             412,550         14,295              426,845
      Total System Services           Mail sorter                       1,043,330         35,388            1,078,718
      Triconex Corporation            Manufacturing                       462,209         16,014              478,223
      United Artists                  Projection equipment                663,318         22,984              686,302
      Universal Forest Products       Forklifts                            79,316          2,748               82,064
      USS/Kobe Steel                  Lift trucks                         199,950          6,928              206,878
      Xerox                           Video projector                      75,520          2,616               78,136
                                                                      -----------     ----------          -----------
                                                                      $24,963,802     $  861,550          $25,825,352
                                                                      ===========     ==========          ===========
</TABLE>


      As of March 31, 1997, the general partner had identified  approximately $3
      million of equipment that satisfied the Partnership's  investment criteria
      that is expected to be acquired during 1997.








                                        9

<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  reported net income of $155,302,  or $.70 per weighted  average
Class A limited  partner  unit,  for the three months ended March 31, 1997.  Net
income was  principally  derived  from rentals  generated  from  $39,816,661  of
equipment owned by the Partnership as of March 31, 1997.

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.

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.


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 for sale to investors.  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 up
to 500,000 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 March 31, 1997 is presented below:

   Class A limited partner units sold                                   234,832
                                                                   ============

   Gross offering proceeds including volume discounts of $6,000    $ 23,477,187
   Sales commissions                                                 (2,348,319)
   Organization and offering expenses                                  (939,327)
   Due diligence expenses                                               (89,184)
                                                                   ------------
      Net offering proceeds                                        $ 20,100,357
                                                                   ============

   Class B limited partner (CAII) cash contribution                $    230,000
                                                                   ============




                                       10

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

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


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

A summary of the Partnership's offering activities for the first three months of
1997 is presented below:

   Class A limited partner units sold                                    80,279
                                                                    ===========

   Gross offering proceeds including volume discounts of $6,000     $ 8,021,905
   Sales commissions                                                   (802,791)
   Organization and offering expenses                                  (321,116)
   Due diligence expenses                                               (22,554)
                                                                    -----------
      Net offering proceeds                                         $ 6,875,444
                                                                    ===========

   Class B limited partner (CAII) cash contribution                 $    80,000
                                                                    ===========

The Partnership funds its operating activities principally with cash from rents,
discounted  lease  rentals  (non-recourse  debt),  interest  income and sales of
off-lease  equipment.  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 three months ended March 31, 1997, the Partnership acquired equipment
subject  to  leases  with a  total  purchase  price  of  $25,825,352  (including
$16,673,062  of discounted  lease  rentals).  As of March 31, 1997,  the general
partner had  identified  approximately  $3 million of additional  equipment that
satisfied the Partnership's acquisition criteria that is expected to be acquired
during 1997.

During  the  three  months  ended  March  31,  1997,  the  Partnership  declared
distributions to the Class A limited partners of $523,821 ($214,040 of which was
paid during April 1997). 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
for accounting purposes. 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 three months ended March
31, 1997,  approximately  74% of the cash  distributions  to the partners of the
Partnership  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.

                                       11

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

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


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

The general partner believes that the Partnership will generate  sufficient cash
flows  from  operations  during  the  remainder  of 1997,  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.



                                       12

<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 March 31, 1997.


                                       13

<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:   May 5, 1997               By:   /s/Anthony M. DiPaolo
                                         ---------------------
                                         Anthony M. DiPaolo
                                         Senior Vice President



                                       14