SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)
[ X ] Annual Report Under Section 13 or 15(d) of the Securities  Exchange Act of
1934 For the quarterly period ended March 31, 2000.
[ ] Transition  Report Under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 For the transition period from to ----------------------

Commission File Number:  333-22239


               AeroCentury IV, Inc.
(Name of small business issuer in its charter)

           California                             94-3260392
(State or other jurisdiction           I.R.S. Employer Identification No.)
of incorporation or organization)

1440 Chapin Avenue, Suite 310
Burlingame, California                              94010
Address of principal executive offices)           (Zip Code)

Issuer's telephone number, including area code:               (650) 340-1880
Securities registered pursuant to Section 12(b) of the Act:         None

Securities registered pursuant to Section 12(g) of the Act:         None

Check whether the Issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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



On May 15, 2000 the aggregate  market value of the voting and non-voting  Common
equity held by  non-affiliates  (computed by reference to the price at which the
common equity was sold) was $0.


As of May 15, 2000 the Issuer has 243,420 Shares of Common Stock outstanding.


Transitional Small Business Disclosure Format (check one):  Yes      No     X
                                                               ----       ----


<PAGE>



Part I.           Financial Information

Item 1.           Financial Statements.
<TABLE>


                              AEROCENTURY IV, INC.
                                  Balance Sheet
                                 March 31, 2000

<CAPTION>

                                     ASSETS
<S>                                                                        <C>
Current assets:
     Cash                                                                  $     280,420
     Deposits                                                                     68,300
     Rent receivable                                                              93,260
     Accounts receivable                                                         164,800
                                                                           -------------
Total current assets                                                             606,780

Receivable from affiliates                                                       262,360
Aircraft and aircraft engines under operating leases,
     net of accumulated depreciation of $556,230                               3,717,230
Debt issue costs, net of accumulated
     amortization of $200,240                                                    389,280
Other assets                                                                       3,640
                                                                           -------------

Total assets                                                               $   4,979,290
                                                                           =============

                      LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
     Accounts payable                                                      $      71,150
     Interest payable                                                             81,150
     Security deposits                                                            40,200
     Maintenance deposits                                                        162,480
     Deferred taxes                                                                5,580
                                                                           -------------
Total current liabilities                                                        360,560
                                                                           -------------

Medium-term secured notes                                                      4,869,000
                                                                           -------------

Total liabilities                                                              5,229,560
                                                                           -------------

Preferred stock, no par value, 100,000 shares authorized,
     no shares issued and outstanding                                                  -
Common stock, no par value, 500,000 shares authorized,
     243,420 shares issued and outstanding                                       243,420
Accumulated deficit                                                            (493,690)
                                                                           -------------
Total shareholder's equity                                                     (250,270)
                                                                           -------------

Total liabilities and shareholder's equity                                 $   4,979,290
                                                                           =============

</TABLE>

See accompanying notes.


<PAGE>

<TABLE>

                              AEROCENTURY IV, INC.
                            Statements of Operations

<CAPTION>

                                                                  For the Three Months Ended March 31,
<S>                                                               <C>                   <C>
                                                                       2000                  1999
                                                                       ----                  ----
Revenues:

     Rent income                                                  $      186,890        $     193,260
     Interest income                                                       4,870                8,300
                                                                  --------------        -------------

                                                                         191,760              201,560
                                                                  --------------        -------------

Expenses:

     Depreciation                                                         64,600               60,130
     Amortization                                                         19,150               19,150
     Maintenance                                                          43,490                    -
     Interest                                                            121,730              121,730
     Management fees                                                      24,340               24,340
     Professional fees and general and administrative                     11,590                1,600
                                                                  --------------        -------------

                                                                         284,900              226,950
                                                                  --------------        -------------

Loss before taxes                                                       (93,140)             (25,390)

Tax (benefit)/provision                                                 (32,050)                    -
                                                                  --------------        -------------

Net loss                                                          $     (61,090)        $    (25,390)
                                                                  ==============        =============

Weighted average common shares outstanding                               243,420              243,420
                                                                  ==============        =============

Basic loss per common share                                       $       (0.25)        $      (0.10)
                                                                  ==============        =============


See accompanying notes.
</TABLE>




<PAGE>

<TABLE>


                                               AEROCENTURY IV, INC.
                                            Statements of Cash Flows

<CAPTION>

                                                                  For the Three Months Ended March 31,
<S>                                                               <C>                   <C>
                                                                       2000                  1999
                                                                       ----                  ----

Net cash (used)/provided by operating activities                  $     (88,910)        $      49,950
                                                                  --------------        -------------

Net (decrease)/increase in cash                                         (88,910)               49,950

Cash, beginning of period                                                369,330              988,260
                                                                  --------------        -------------

Cash, end of period                                               $      280,420        $   1,038,210
                                                                  ==============        =============

Supplemental  disclosures of cash flow information:  Cash paid during the period
for:
                                                                            2000                 1999
                                                                            ----                 ----
     Interest (net of amount capitalized)                         $      121,730        $     121,730
     Income taxes                                                              -                    -

</TABLE>

See accompanying notes.



<PAGE>



                               AEROCENTURY IV, INC.
                          Notes to Financial Statements

1.       Summary of Significant Accounting Policies

         Basis of Presentation

         AeroCentury IV, Inc. (the  "Company") was  incorporated in the state of
California on February 7, 1997 ("Inception").  The Company was formed solely for
the purpose of acquiring  Income  Producing  Assets.  The Company  offered up to
$10,000,000 in $1,000 Secured  Promissory  Notes maturing on April 30, 2005 (the
"Notes") pursuant to a prospectus dated May 21, 1997 (the "Prospectus").

         All of the  Company's  outstanding  common  stock is owned by  JetFleet
Holding Corp.  ("JHC"), a California  corporation formed in January 1994. In May
1998, JetFleet Management Corp., the sole shareholder of the Company was renamed
JetFleet Holding Corp. The rights and obligations under the management agreement
between the Company and JHC were assigned by JHC to a newly-created wholly-owned
subsidiary  named  "JetFleet   Management  Corp."  ("JMC").   JMC  also  manages
AeroCentury  Corp.  ("ACY"),  a  Delaware  corporation,   and  JetFleet  III,  a
California  corporation,  which are affiliates of JHC and which have  objectives
similar to the Company's.  Neal D. Crispin, the President of the Company,  holds
the same position  with JHC and JMC and owns a significant  amount of the common
stock of JHC.

         Cash and Cash Equivalents/Deposits

         The Company  considers highly liquid  investments  readily  convertible
into known amounts of cash, with original maturities of 90 days or less, as cash
equivalents.  Deposits  represent  cash  balances  held  related to  maintenance
reserves and security deposits and are subject to withdrawal restrictions. As of
March 31, 2000, the Company maintained  $318,460 of its cash balances in a money
market fund held by a regional brokerage firm, which is not federally insured.

         Aircraft and Aircraft Engines Under Operating Leases

         The Company's interests in aircraft are recorded at cost, which include
acquisition costs (see Note 2). Depreciation is computed using the straight-line
method over each aircraft's  estimated  economic life to its estimated  residual
value.

         Debt Issue Costs

         Pursuant  to  the  terms  of  the  Prospectus,   the  Company  paid  an
Organization and Offering  Expense  Reimbursement to JHC in cash in an amount up
to 2.0% of Aggregate Gross Offering  Proceeds for reimbursement of certain costs
incurred in  connection  with the  organization  of the Company and the Offering
(the "Reimbursement").

         To the extent  that JHC  incurred  expenses  in excess of the 2.0% cash
limit,  such  excess  expenses  were  repaid to JHC in the form of Common  Stock
issued by the Company at a price of $1.00 per share (the  "Excess  Stock").  The
amount of Excess  Stock that the Company can issue was limited  according to the
amount of Aggregate Gross Offering  Proceeds raised by the Company.  The Company
capitalized the Reimbursement paid and amortizes such costs over the life of the
Notes (approximately eight years).

         Assets Subject to Lien

         The  Company's  obligations  under the Notes are  secured by a security
interest  in all of the  Company's  right,  title  and  interest  in the  Income
Producing Assets acquired by the Company.



<PAGE>



                               AEROCENTURY IV, INC.
                          Notes to Financial Statements

1.       Summary of Significant Accounting Policies (continued)

         Income Taxes

         The Company follows the liability method of accounting for income taxes
as required by the provisions of Statement of Financial Accounting Standards No.
109 - Accounting for Income Taxes.

         Use of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect certain  reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

2.       Aircraft and Aircraft Engines Under Operating Leases

         Aircraft and Aircraft Engines

         The  Company  owns a Shorts  SD3-60-100,  serial  number S/N 3606 ("S/N
3606"), a Pratt & Whitney JT8D-9A  aircraft  engine,  serial number 674452B (the
"Engine"), a Fairchild Metro III aircraft,  serial number AC-647 ("S/N AC-647"),
a 50% undivided interest in a Shorts SD-360, serial number S/N 3676 ("S/N 3676")
and a 67% undivided interest in a deHavilland DHC-6, serial number S/N 668 ("S/N
668").  The Company did not purchase any aircraft  during the first three months
of 2000.

         Aircraft and Aircraft Engines Leases

         At the time of purchase,  S/N 3606 and S/N 3676 were subject to similar
48-month  leases,  expiring in July 2001, with a British  regional  airline.  On
February  24,  2000,  the  lessee  of  these  two  30-seat  aircraft  filed  for
reorganization.   The  lessee  is   continuing  to  operate,   and,   under  the
reorganization  plan,  the  lessee  has agreed to  continue  leasing  one of the
aircraft,  S/N 3676,  in which the Company  owns a 50%  interest,  on a month to
month basis at the same rent. The lessee has also agreed to begin paying monthly
maintenance  reserves based on the hours flown. The Company is in the process of
identifying any unfunded maintenance reserves related to the  pre-reorganization
period  for  which it will  submit  an  unsecured  claim  to the  reorganization
administrator.  The lessee  operated S/N 3606 through April 24, 2000 at the same
rent.  The Company is  evaluating  the  condition  of the aircraft and will seek
re-lease  opportunities  once such  condition is  determined  and any  necessary
maintenance work is performed.

         S/N AC-647 was  subject to a 36-month  lease,  expiring  in April 2001,
with a regional  carrier in  Uruguay.  During  June  1999,  however,  management
repossessed  the aircraft  due to  non-payment  of rent and is seeking  re-lease
opportunities.  In  connection  with the  repossession,  the Company  recorded a
write-off of approximately  $4,300 which represents rent receivable in excess of
the letter of credit held by the  Company,  which the Company  collected  during
August  1999.  The  Company  has signed a term sheet with a U.S.  carrier  for a
one-year lease of S/N AC-647, beginning during the second quarter of 2000.

         The Engine is used on a McDonnell  Douglas DC-9 aircraft and is subject
to a 60-month  lease with the seller,  expiring in November  2002. The Engine is
subleased by the seller to a Mexican-based regional carrier.

         S/N 668 is subject to a 60-month  lease,  expiring in July 2004, with a
regional carrier in Colombia.


<PAGE>



                               AEROCENTURY IV, INC.
                          Notes to Financial Statements


3.       Medium-Term Secured Notes

         As mentioned  above, the Company raised funds through the Offering from
May 1997 to August 1997.  During 1997, the Company  accepted  subscriptions  for
4,869 Notes aggregating  $4,869,000 in Gross Offering Proceeds.  Pursuant to the
Prospectus,  the Company  subsequently  issued $4,869,000 in Notes due April 30,
2005.  The Notes  bear  interest  at an annual  rate of 10.00%  which is due and
payable on a quarterly basis, in arrears, on the first business day of February,
May,  August and November.  The carrying amount of the Notes  approximates  fair
value.

4.       Income Taxes

         The items comprising income tax expense are as follows:
<TABLE>
<CAPTION>

                                                                                 For the Three Months Ended March 31,
<S>                                                                                <C>               <C>
                                                                                             2000              1999
                                                                                             ----              ----
         Current tax provision
              Federal                                                               $           -    $            -
              State                                                                             -                 -
                                                                                    -------------    --------------
              Current tax provision                                                             -                 -
                                                                                    -------------    --------------

         Deferred tax provision
              Federal                                                                    (31,940)           (8,900)
              State                                                                         (120)            17,300
                                                                                    -------------    --------------
              Deferred tax provision                                                     (32,060)             8,400
              Valuation allowance                                                               -           (8,400)
                                                                                    -------------    --------------
         Total provision for income taxes                                           $    (32,060)    $            -
                                                                                    =============    ==============
</TABLE>

         Total  income  tax  expense  differs  from the  amount  which  would be
provided by applying the statutory federal income tax rate to pretax earnings as
illustrated below:
<TABLE>
<S>                                                                                 <C>              <C>
                                                                                             2000              1999
                                                                                             ----              ----

         Income tax expense at statutory federal income tax rate                    $    (31,670)    $      (8,630)
         State taxes net of federal benefit                                                 (390)              (40)
         Tax rate differences                                                                   -            17,340
         California franchise tax                                                               -             (270)
         Valuation allowance                                                                    -           (8,400)
                                                                                    -------------    --------------
         Total provision for income taxes                                           $    (32,060)    $            -
                                                                                    =============    ==============
</TABLE>



<PAGE>



                               AEROCENTURY IV, INC.
                          Notes to Financial Statements


4.       Income Taxes (continued)

         Temporary   differences  and   carryforwards   which  gave  rise  to  a
significant  portion of deferred tax assets and liabilities as of March 31, 2000
are as follows:
<TABLE>
<S>                                                                                 <C>
         Deferred tax assets:
              Maintenance deposits                                                  $      32,320
              State franchise taxes                                                           270
                                                                                    -------------
                  Subtotal                                                                 32,590
                  Valuation allowance                                                           -
                                                                                    -------------
                  Net deferred tax assets                                                  32,590
         Deferred tax liabilities:
              Amortization of organizational costs                                          (190)
              Depreciation of aircraft                                                   (37,980)
                                                                                    -------------
                                                                                    $     (5,580)
</TABLE>

         The Company  anticipates  generating  adequate future taxable income to
realize the benefits of the remaining  deferred tax assets on the balance sheet.
As  discussed  in Note 1,  the  Company  is a  subsidiary  of JHC.  JHC  files a
consolidated   tax  return  that  includes  the  Company  as  a  member  of  the
consolidated group. The current and deferred taxes of the consolidated group are
allocated  to  members  of  the  group  in  their  separately  issued  financial
statements.  Current and deferred  income taxes are  allocated to members of the
group by applying FAS 109 as if it were a separate  taxpayer.  In addition,  the
members of the group record  inter-company  receivables  and payables to reflect
the tax benefits of net operating losses used in the consolidated tax return.

5.       Related Party Transactions

         The  Company's   Income   Producing  Asset  portfolio  is  managed  and
administered  under the terms of a  management  agreement  with JMC.  Under this
agreement,  on the last day of each calendar  quarter,  JMC receives a quarterly
management fee equal to 0.5% of the Company's  Aggregate Gross Proceeds received
through  the last day of such  quarter.  In the first  three  months of 2000 and
1999,  the Company  accrued a total of $24,340  and  $24,340,  respectively,  in
management fees due JMC.

         JMC may receive a acquisition  fee for locating  assets for the Company
and a  remarketing  fee in  connection  with the sale of the  Company's  assets,
provided  that  such fees are not more than the  customary  and usual  fees that
would be paid to an unaffiliated party for such a transaction.  The total of the
Aggregate  Purchase Price plus the acquisition fee cannot exceed the fair market
value of the asset based on  appraisal.  JMC may also receive  reimbursement  of
Chargeable  Acquisition Expenses incurred in connection with a transaction which
are payable to third  parties.  Because the  Company did not  purchase  aircraft
during the first quarters of 2000 or 1999, it did not pay any  acquisition  fees
or Chargeable Acquisitions Expenses to JMC. No remarketing fees were paid during
the first three months of 2000 or 1999.




<PAGE>



                               AEROCENTURY IV, INC.
                          Notes to Financial Statements


5.       Related Party Transactions (continued)

         As discussed in Note 1, the Company  reimbursed  JHC for certain  costs
incurred in connection  with the  organization  of the Company and the Offering.
The Company made no such payments during the first three months of 2000 or 1999.

         The  Company  is a member  of a group  that  files a  consolidated  tax
return. The Company has recorded a receivable from affiliates to reflect the tax
benefits of net  operating  losses of the Company used in the  consolidated  tax
return.  Under the terms of a tax sharing  agreement  between the members of the
consolidated  group,  in the event that the  Company  has  taxable  income,  the
Company  will  be  credited  for  the tax  benefits  provided  by the use of the
Company's prior year net operating losses.



<PAGE>



Item 2.           Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

Certain statements  contained in this report and, in particular,  the discussion
regarding the Company's beliefs, plans, objectives,  expectations and intentions
regarding:  the Company's lack of significant  operating  expenses in connection
with assets that remain on lease and the Company's cash flow are forward looking
statements.  While the Company  believes that such statements are accurate,  the
Company's business is dependent upon general economic  conditions,  particularly
those that  affect the demand for  turboprop  aircraft  and  engines,  including
competition for turboprop and other aircraft,  a favorable  outcome with respect
to the aircraft  leased to the  defaulting  British  regional  air carrier,  and
future  trends and results  cannot be predicted  with  certainty.  The Company's
actual  results  could differ  materially  from those  discussed in such forward
looking  statements.  Factors that could cause or contribute to such differences
include those discussed below in the section  entitled  "Factors that May Affect
Future Results." The cautionary statements made in this Report should be read as
being applicable to all related forward-looking  statements wherever they appear
in this Report.

Capital Resources and Liquidity

At March 31,  2000,  the Company had cash  balances of $280,420  and deposits of
$68,300.  The Company's cash balances were held for the interest payment made to
the Noteholders in May 2000, for normally  recurring expenses and for investment
in additional Income Producing Assets.

Since  its  formation,  the  Company's  capital  has come in the form of  equity
contributions  from JHC,  proceeds from the Offering and rental revenue from the
Income Producing Assets purchased using those proceeds.  The Company's liquidity
varies, increasing to the extent cash flows from operations exceed expenses, and
decreasing as interest  payments are made to the  Noteholders  and to the extent
expenses exceed cash flows from leases.

The Company's primary use of its operating cash flow is interest payments to its
Noteholders.  Excess cash flow, after payment of interest and operating expenses
is held for investment in additional Income Producing Assets.  Since the Company
has acquired Income Producing Assets which are subject to triple net leases (the
lessee pays  operating  and  maintenance  expenses,  insurance  and taxes),  the
Company does not anticipate that it will incur significant operating expenses in
connection with ownership of its Income  Producing Assets as long as they remain
on lease.

The Company currently has available adequate reserves to meet its immediate cash
requirements.  See  "Factors  that May  Affect  Future  Results",  below,  for a
discussion of factors affecting the Company's cash flow.

There was no cash flow from investing  activities  during the first three months
or 2000 or 1999  because the Company did  purchase  any  aircraft  during  those
periods.  There was no cash flow from  financing  activities  in the first three
months of 2000 or 1999 because the Offering terminated in August 1997.

Although  the  Company  has  positive  cash flow from  operations,  the  Company
operates at a net loss due to depreciation and interest expense.

Results of Operations

The  Company  recorded a net loss of  ($61,090)  and  ($25,390)  or ($0.25)  and
($0.10)  per  share  for the  three  months  ended  March  31,  2000  and  1999,
respectively.

Rental  income  decreased by  approximately  $6,000 in the first three months of
2000  versus the same period in 1999 due to the lack of rent  collected  for S/N
AC-647  following  its  repossession  in June 1999  (discussed  in Note 2 to the
financial statements). Depreciation increased from 1999 to 2000 by approximately
$5,000  as a  result  of  the  acquisitions  noted  above.  Maintenance  expense
increased  by  approximately  $43,000  in 2000 as a result of  maintenance  work
performed on an off-lease aircraft. Professional fees increased by approximately
$10,000 in 2000 primarily due to insurance  expense  incurred in connection with
the off-lease status of S/N AC-647.

The Company  recognized a tax benefit during the first three months of 2000 as a
result of recording a receivable  from affiliates to reflect the tax benefits of
net  operating  losses of the  Company  used by other  members of the group with
which the Company  files a  consolidated  tax  return.  Under the terms of a tax
sharing  agreement  between the members of the consolidated  group, in the event
that the Company has taxable  income,  the Company  will be credited for the tax
benefits provided by the use of the Company's prior year net operating losses.

Factors that May Affect Future Results

Concentration  of Leases.  The Company owns 100% of one aircraft  (S/N 3606) and
50% of a second aircraft (S/N 3676) leased to a British regional carrier,  which
in the aggregate represent 52% of the Company's monthly revenue.  The lessee has
recently  filed for  reorganization.  The lessee is continuing to operate,  and,
under the  reorganization  plan,  the lessee has agreed to continue  leasing S/N
3676, on a month-to-month  basis at the same rent. The lessee has also agreed to
begin paying monthly  maintenance  reserves based on the hours flown. The lessee
has suspended  payments on the second  aircraft,  S/N 3656,  and will return the
aircraft  to the  Company.  The  Company is in the  process of  identifying  any
pre-reorganization claims, such as unfunded maintenance reserves or unpaid lease
rentals,  which will be submitted to the  administrators of the lessee, and will
be considered an unsecured  claim against the lessee.  It is unlikely,  however,
that the Company will recover the full amount of such claims from the lessee. If
the  Company is unable to maintain  S/N 3676 on lease with the British  regional
air carrier and find a replacement  lessee for S/N 3606 promptly,  the Company's
ability to meet its scheduled interest payments may be impaired.

Ability  to Repay  Notes.  The  Company's  ability  to repay  the Notes at their
maturity  date is  dependent in part upon  reinvestment  of excess cash flows in
additional Income Producing Assets. To the extent that the Company realizes less
than anticipated lease rentals due to lessee rental defaults,  early termination
of leases,  or lower than expected  remarketing  proceeds during the term of the
Notes or realizes significant unexpected expenses due to lessee defaults in rent
or other  obligations,  this may result in lower than expected  excess cash flow
available for  reinvestment  in additional  Assets.  As a result,  the Company's
ability to repay the Notes in full at  maturity  may be  negatively  affected by
such events even if the Company is able to meet its scheduled interest payments.

The  Company's  ability  to  repay  the  Notes at  their  maturity  date is also
dependent in part upon its ability to  refinance  the Notes or sell its aircraft
portfolio at a price sufficient to retire the outstanding Note principal. If due
to the risks described below in the risk factors entitled  "Ownership Risks" and
"Leasing  Risks",  the  values  of the  Company's  aircraft  portfolio  are in a
depressed state at the maturity date of the Notes,  the Company may be unable to
repay the entire Note indebtedness on the maturity date.

General Economic Conditions. The market for used aircraft has been cyclical, and
usually  reflects  economic  conditions  and  the  strength  of the  travel  and
transportation  industry.  At any time,  the  market  for used  aircraft  may be
adversely  affected by such factors as airline  financial  difficulties,  higher
fuel costs, and improved availability and economics of new replacement aircraft.

An adverse change in the global air travel  industry,  however,  could result in
reduced  carrier revenue and excess capacity and increase the risk of failure of
some weaker regional air carriers.  While the Company  believes that with proper
asset and lessee  selection  the impact of such  changes on the  Company  can be
reduced,  there is no  assurance  that the  Company's  business  will escape the
effects of such a global downturn,  or a regional  downturn in an area where the
Company has placed a significant amount of its assets.

Reliance on JMC. All management of the Company is performed by JMC pursuant to a
management  agreement between JMC and the Company.  The Board of Directors does,
however,  have ultimate control and supervisory  responsibility over all aspects
of  the  Company  and  does  owe  fiduciary   duties  to  the  Company  and  its
stockholders.  In addition,  while JMC may not owe any  fiduciary  duties to the
Company by virtue of the management  agreement,  the officers of the Company are
also officers or employees of JMC, and in that capacity owe fiduciary  duties to
the Company and the stockholders by virtue of holding such offices. Although the
Company has taken steps to prevent such  conflicts,  such  conflicts of interest
arising from such dual roles may still occur.

Ownership Risks. The Company's portfolio is leased under operating leases, where
the terms of the leases do not take up the entire  useful life of an asset.  The
Company's  ability to recover its purchase  investment in an asset subject to an
operating lease is dependent upon the Company's  ability to profitably  re-lease
or sell the asset after the  expiration of the initial  lease term.  Some of the
factors that have an impact on the Company's ability to re-lease or sell include
worldwide economic  conditions,  general aircraft market conditions,  regulatory
changes  that may make an asset's use more  expensive or preclude use unless the
asset is  modified,  changes in the  supply or cost of  aircraft  equipment  and
technological  developments  which  cause  the  asset  to  become  obsolete.  In
addition,  a successful  investment  in an asset  subject to an operating  lease
depends in part upon  having  the asset  returned  by the lessee in  serviceable
condition as required under the lease.  If the Company is unable to remarket its
aircraft  equipment  on  favorable  terms  when  the  operating  lease  for such
equipment  expires,  the Company's  business,  financial  condition,  cash flow,
ability to service debt and results of operation could be adversely affected.

Lessee Credit Risk. If a lessee defaults upon its obligations under a lease, the
Company may be limited in its ability to enforce remedies. Most of the Company's
lessees are small domestic and foreign regional passenger airlines, which may be
even  more  sensitive  to  airline  industry  market  conditions  than the major
airlines.  As a  result,  the  Company's  inability  to  collect  rent  under  a
significant  lease or to  repossess  equipment  in the event of a  default  by a
lessee  could have a material  adverse  effect on the  Company's  revenue.  If a
lessee that is a certified U.S.  airline is in default under the lease and seeks
protection under Chapter 11 of the United States  Bankruptcy Code, under Section
1110 of the Bankruptcy Code, the Company would be  automatically  prevented from
exercising  any  remedies  for a  period  of 60  days.  By the end of the 60 day
period,  the lessee must agree to perform the obligations and cure any defaults,
or the Company would have the right to repossess the  equipment.  This procedure
under the  Bankruptcy  Code has been subject to significant  recent  litigation,
however,  and it is possible that the Company's  enforcement rights may still be
further  adversely  affected by a  declaration  of  bankruptcy  by a  defaulting
lessee.  Even if an aircraft  can be  repossessed,  the Company may be unable to
recover  damages  from  the  lessee  if  the  condition  of  the  aircraft  when
repossessed was worse than that required by the lease.


International  Risks. The Company's  portfolio currently consists of leases with
foreign air carriers. Leases with foreign lessees may present somewhat different
credit risks than those with domestic lessees.

Foreign laws, regulations and judicial procedures may be more or less protective
of lessor  rights as those which apply in the United  States.  The Company could
experience   collection  problems  related  to  the  enforcement  of  its  lease
agreements  under foreign local laws and the remedies in foreign  jurisdictions.
The protections potentially offered by Section 1110 of the Bankruptcy Code would
not apply to non-U.S.  carriers,  and applicable local law may not offer similar
protections.  Certain countries do not have a central  registration or recording
system with which to locally  establish the Company's  interest in equipment and
related leases. This could add difficulty in recovering an aircraft in the event
that a foreign lessee defaults.

Leases with foreign  lessees are subject to risks  related to the economy of the
country  or region in which  such  lessee is  located  even if the U.S.  economy
remains  strong.  On the other hand,  a foreign  economy may remain  strong even
though the domestic U.S. economy does not. A foreign economic downturn may occur
and impact a foreign  lessee's  ability to make lease payments,  even though the
U.S. and other economies remain stable. Furthermore, foreign lessees are subject
to risks  related  currency  conversion  fluctuations.  Although  the  Company's
current leases are all payable in U.S. dollars,  in the future,  the Company may
agree to leases that permit  payment in foreign  currency,  which would  subject
such lease  revenue to  monetary  risk due to currency  fluctuations.  Even with
dollar-denominated lease payment provisions, the Company could still be affected
by a  devaluation  of the  lessee's  local  currency  which  would  make it more
difficult for a lessee to meet its dollar-denominated lease payments, increasing
the risk of default of that lessee,  particularly  if that carrier's  revenue is
primarily derived in the local currency.

Competition.  The Company has many competitors in the aircraft leasing industry,
including leasing companies, banks and other financial institutions and aircraft
leasing  partnerships.  The market is highly competitive.  Most of the Company's
competitors have  substantially  greater  financial and other resources than the
Company.

Casualties,   Insurance  Coverage.  The  Company,  as  owner  of  transportation
equipment, could be held liable for injuries or damage to property caused by its
assets. Though some protection may be provided by the United States Aviation Act
with  respect  to its  aircraft  assets,  it is not  clear to what  extent  such
statutory  protection  would be  available  to the  Company and such act may not
apply to aircraft  operated in foreign  countries.  Though the Company may carry
insurance or require a lessee to insure  against a risk,  some risks of loss may
not be insurable.  An uninsured loss with respect to the Equipment or an insured
loss, for which insurance  proceeds are  inadequate,  would result in a possible
loss of invested capital in and any profits anticipated from such equipment.

Leasing  Risks.  The  Company's  successful  negotiation  of  lease  extensions,
re-leases  and sales may be critical  to its  ability to achieve  its  financial
objectives,  and will involve a number of substantial risks. Demand for lease or
purchase  of  the  assets  depends  on the  economic  condition  of the  airline
industry,  which is in turn highly  sensitive  to general  economic  conditions.
Ability to remarket  equipment at acceptable  rates may depend on the demand and
market  values at the time of  remarketing.  The  market  for used  aircraft  is
cyclical,  and generally,  but not always,  reflects economic conditions and the
strength of the travel and transportation  industry. The demand for and value of
many types of older  aircraft  in the  recent  past has been  depressed  by such
factors as airline financial  difficulties,  increased fuel costs, the number of
new  aircraft on order and the number of older  aircraft  coming off lease.  The
Company's  concentration  in a limited  number of airframe and  aircraft  engine
types (generally, turboprop equipment) subjects the Company to economic risks if
those airframe or engine types should decline in value. The recent  introduction
of "regional jets" to serve on short routes previously  thought to be economical
only for turboprop  aircraft  operation  could decrease the demand for turboprop
aircraft,  while at the same  increasing the supply of used turboprop  aircraft.
This could  result in lower lease rates and values for the  Company's  turboprop
aircraft.

Risks Related to Regional Air Carriers. Because the Company has concentrated its
existing  leases on leases to  regional  air  carriers,  it will be  subject  to
certain  risks.  First,  lessees in the  regional air carrier  market  include a
number of companies that are start-up,  low capital,  and low margin operations.
Often,  the success of such carriers is dependent upon  arrangements  with major
trunk  carriers,  which may be subject to  termination or  cancellation  by such
major carrier. This market segment is also characterized by low entry costs, and
thus,  there is strong  competition  in this industry  segment from start-ups as
well as major airlines.  Thus, leasing  transactions with these types of lessees
results in a generally higher lease rate on aircraft, but may entail higher risk
of default or lessee bankruptcy.



<PAGE>



                                   SIGNATURES


Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities  Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on May 15, 2000.

                                               AEROCENTURY IV, INC.


                                           By: /s/ Neal D. Crispin
                                               -------------------
                                               Neal D. Crispin
                                       Title:  President

Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the  following  persons in the  capacities  indicated on May 15,
2000.

Signature                     Title

/s/ Neal D. Crispin           President and Chairman of the
-------------------           Board of Directors of the Registrant
Neal D. Crispin               Chief Financial Officer