SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549



                               FORM 10-Q



              Quarterly Report Under Section 13 or 15(d)
                of the Securities Exchange Act of 1934




For the quarter ended 
March 31, 1998                         Commission file number 0-8469  




                   JMB INCOME PROPERTIES, LTD. - IV
        (Exact name of registrant as specified in its charter)





                Illinois                    36-2857658                
      (State of organization)      (IRS Employer Identification No.)  



  900 N. Michigan Ave., Chicago, IL           60611                   
(Address of principal executive office)     (Zip Code)                




Registrant's telephone number, including area code 312/915-1987




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


<PAGE>


                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION


Item 1.    Financial Statements . . . . . . . . . . . . . .      3

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



PART II    OTHER INFORMATION

Item 5.    Other Information. . . . . . . . . . . . . . . .     12

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














































<PAGE>


<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

                                     JMB INCOME PROPERTIES, LTD. - IV
                                          (A LIMITED PARTNERSHIP)
                                         AND CONSOLIDATED VENTURE

                                        CONSOLIDATED BALANCE SHEETS

                                   MARCH 31, 1998 AND DECEMBER 31, 1997

                                                (UNAUDITED)


                                                  ASSETS
                                                  ------
<CAPTION>
                                                                            MARCH 31,     DECEMBER 31, 
                                                                              1998           1997      
                                                                          -------------   ------------ 
<S>                                                                       <C>            <C>           
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .      $  6,016,049      5,539,319 
  Rents and other receivables . . . . . . . . . . . . . . . . . . . .           348,421        440,968 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . .            10,372         25,675 
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . .            56,259            750 
                                                                           ------------    ----------- 
        Total current assets. . . . . . . . . . . . . . . . . . . . .         6,431,101      6,006,712 
                                                                           ------------    ----------- 

Investment property held for sale or disposition. . . . . . . . . . .         4,860,403      4,860,403 
                                                                           ------------    ----------- 

Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . .             5,297          5,845 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . .           214,796        224,974 
                                                                           ------------    ----------- 

                                                                           $ 11,511,597     11,097,934 
                                                                           ============    =========== 



<PAGE>


                                     JMB INCOME PROPERTIES, LTD. - IV
                                          (A LIMITED PARTNERSHIP)
                                         AND CONSOLIDATED VENTURE
                                  CONSOLIDATED BALANCE SHEETS - CONTINUED

                           LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                           -----------------------------------------------------
                                                                            MARCH 31,     DECEMBER 31, 
                                                                              1998           1997      
                                                                          -------------   ------------ 
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . .      $    521,101        508,287 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .            42,149         29,828 
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . .            13,137         13,851 
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . .           134,858         74,814 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . .            52,350          --    
                                                                           ------------    ----------- 

        Total current liabilities . . . . . . . . . . . . . . . . . .           763,595        626,780 

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . .            12,257         17,595 
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . .           820,107        820,107 
Long-term debt, less current portion. . . . . . . . . . . . . . . . .         1,730,999      1,866,179 
                                                                           ------------    ----------- 
Commitments and contingencies 

        Total liabilities . . . . . . . . . . . . . . . . . . . . . .         3,326,958      3,330,661 

Venture partner's equity in venture . . . . . . . . . . . . . . . . .         1,607,142      1,516,794 

Partners' capital accounts (deficits):
  General partners:
    Cumulative net earnings (loss). . . . . . . . . . . . . . . . . .         2,370,523      2,363,983 
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .        (3,640,853)    (3,640,853)
                                                                           ------------    ----------- 
                                                                             (1,270,330)    (1,276,870)
                                                                           ------------    ----------- 
  Limited partners (20,005 interests): 
    Capital contributions, net of offering costs. . . . . . . . . . .        17,996,292     17,996,292 
    Cumulative net earnings (loss). . . . . . . . . . . . . . . . . .        40,832,826     40,512,348 
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .       (50,981,291)   (50,981,291)
                                                                           ------------    ----------- 
                                                                              7,847,827      7,527,349 
                                                                           ------------    ----------- 
        Total partners' capital accounts. . . . . . . . . . . . . . .         6,577,497      6,250,479 
                                                                           ------------    ----------- 
                                                                           $ 11,511,597     11,097,934 
                                                                           ============    =========== 
<FN>
                       See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
                                     JMB INCOME PROPERTIES, LTD. - IV
                                          (A LIMITED PARTNERSHIP)
                                         AND CONSOLIDATED VENTURE

                                   CONSOLIDATED STATEMENTS OF OPERATIONS

                                THREE MONTHS ENDED MARCH 31, 1998 AND 1997

                                                (UNAUDITED)


<CAPTION>

                                                                                1998            1997    
                                                                            ------------    ----------- 
<S>                                                                        <C>             <C>          
Income:
  Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   867,424        751,853 
  Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       69,142         51,934 
                                                                             -----------     ---------- 
                                                                                 936,566        803,787 
                                                                             -----------     ---------- 
Expenses:
  Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . .       57,634         69,321 
  Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        --            92,590 
  Property operating expenses . . . . . . . . . . . . . . . . . . . . . . .      395,001        358,818 
  Professional services . . . . . . . . . . . . . . . . . . . . . . . . . .       40,000         36,058 
  Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . .          548         11,437 
  General and administrative. . . . . . . . . . . . . . . . . . . . . . . .       26,017         16,047 
                                                                             -----------     ---------- 
                                                                                 519,200        584,271 
                                                                             -----------     ---------- 
                                                                                 417,366        219,516 

Venture partner's share of 
  venture's operations. . . . . . . . . . . . . . . . . . . . . . . . . . .      (90,348)       (88,225)
                                                                             -----------     ---------- 
          Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . .  $   327,018        131,291 
                                                                             ===========     ========== 
          Net earnings (loss) per limited 
            partnership interest. . . . . . . . . . . . . . . . . . . . . .  $     16.02           6.44 
                                                                             ===========     ========== 
          Cash distributions per limited 
            partnership interest. . . . . . . . . . . . . . . . . . . . . .  $     --             --    
                                                                             ===========     ========== 


<FN>
                       See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
                                     JMB INCOME PROPERTIES, LTD. - IV
                                          (A LIMITED PARTNERSHIP)
                                         AND CONSOLIDATED VENTURE

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                THREE MONTHS ENDED MARCH 31, 1998 AND 1997

                                                (UNAUDITED)

<CAPTION>
                                                                                 1998           1997    
                                                                             -----------    ----------- 
<S>                                                                         <C>            <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   327,018        131,291 
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        --            92,590 
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .          548         11,437 
    Venture partner's share of venture's operations . . . . . . . . . . . .       90,348         88,225 
  Changes in:
    Rents and other receivables . . . . . . . . . . . . . . . . . . . . . .       92,547        152,788 
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .       15,303         12,736 
    Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (55,509)       (51,288)
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .       10,178          6,709 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .       12,321          7,958 
    Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .         (714)          (625)
    Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       60,044         18,713 
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .       52,350         47,109 
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .       (5,338)        (2,250)
                                                                             -----------    ----------- 
          Net cash provided by (used in) operating activities . . . . . . .      599,096        515,393 
                                                                             -----------    ----------- 
Cash flows from investing activities:
  Additions to investment properties. . . . . . . . . . . . . . . . . . . .        --              (701)
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .        --            (5,457)
                                                                             -----------    ----------- 
          Net cash provided by (used in) investing activities . . . . . . .        --            (6,158)
                                                                             -----------    ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . .     (122,366)      (110,768)
                                                                             -----------    ----------- 
          Net cash provided by (used in) financing activities . . . . . . .     (122,366)      (110,768)
                                                                             -----------    ----------- 



<PAGE>


                                     JMB INCOME PROPERTIES, LTD. - IV
                                          (A LIMITED PARTNERSHIP)
                                         AND CONSOLIDATED VENTURE

                             CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED




                                                                                  1998          1997    
                                                                             -----------    ----------- 

          Net increase (decrease) in cash and cash equivalents. . . . . . .      476,730        398,467 

          Cash and cash equivalents, beginning of year. . . . . . . . . . .    5,539,319      4,552,403 
                                                                             -----------    ----------- 
          Cash and cash equivalents, end of period. . . . . . . . . . . . .  $ 6,016,049      4,950,870 
                                                                             ===========    =========== 

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . .  $    58,348         69,946 
                                                                             ===========    =========== 
  Non-cash investing and financing activities . . . . . . . . . . . . . . .  $     --             --    
                                                                             ===========    =========== 
























<FN>
                       See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


                   JMB INCOME PROPERTIES, LTD. - IV
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        MARCH 31, 1998 AND 1997

                              (UNAUDITED)


GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997
which are included in the Partnership's 1997 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reported period.  Actual results could differ from those
estimates.

     The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996.  The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell such property and active marketing activity has commenced or is
expected to commence in the near term.  In accordance with SFAS 121, any
properties identified as "held for sale or disposition" are no longer
depreciated.  As of September 30, 1997, the Partnership committed to a plan
to sell the Parkway City Mall investment property.  Accordingly, the
consolidated property has been classified as held for sale or disposition
in the accompanying consolidated financial statements.  The results of
operations, net of venture partners' share, for the property were $366,833
and $158,981, respectively, for the three months ended March 31, 1998 and
1997.

TRANSACTIONS WITH AFFILIATES

     Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of March 31,
1998 and for the three months ended March 31, 1998 and 1997 were as
follows:

                                                          Unpaid at  
                                                          March 31,  
                                   1998       1997          1998     
                                 --------    -------    -------------
Property management 
  and leasing fees. . . . . .    $ 45,526     46,010          --     
Insurance commissions . . . .       --          --            --     
Reimbursement (at cost) for 
  out-of-pocket expenses. . .       --          --            --     
                                 --------    -------        ------   
                                 $ 45,526     46,010          --     
                                 ========    =======        ======   



<PAGE>


HUNTSVILLE (PARKWAY CITY MALL)

     As of March 31, 1998, occupancy of the shopping center was 61%.  In
addition, approximately 13% of the shopping center was occupied by tenants
occupying space on a temporary basis.  One of the center's tenants,
Yeilding's, vacated its approximate 24,000 square foot store in November
1996 after a bankruptcy petition was filed under Chapter 7 of the
bankruptcy code on October 8, 1996.  The joint venture executed a lease
with Castner Knott Market Centre Store which opened in October 1997 in the
space formerly occupied by Yeilding's.  On July 7, 1997, a major tenant of
the center, Montgomery Ward, occupying approximately 75,000 square feet or
18% of the center, filed a petition for protection under Chapter 11 of the
bankruptcy code.  Montgomery Ward closed its store at the center on
December 31, 1997; however, was obligated to continue to pay rent pursuant
to its original lease agreement.  In February 1998, Proffitt's Incorporated
and Montgomery Ward entered into an assignment and  assumption agreement
whereby Montgomery Ward assigned its interest in its lease at the shopping
center to Proffitt's.  Such assignment was approved by the bankruptcy court
on March 5, 1998 and was finalized in March 1998.  In order to encourage
such assignment, the joint venture has agreed in principle with Proffitt's
to allow the former Montgomery Ward store to remain unoccupied for a period
not to exceed two years, pending a redevelopment of the shopping center. 
During this time no minimum or percentage rent would be due under the
former Montgomery Ward lease.  There can be no assurance that any
redevelopment of the shopping center will be completed.  However, the
Partnership believes that this arrangement is necessary to position the
property for sale to a potential buyer.

     Parkway City Mall is one of the two malls serving the Huntsville
metropolitan area.  Several years ago, another shopping center developer
announced plans for a proposed third mall which, if built, would
significantly impact the market share of the Parkway City Mall. 
Additionally, several department stores, some of which currently have
stores at the Parkway City Mall, had announced their intention to open
stores at the proposed third mall.  The potential development of the third
mall has, for several years, had a substantial adverse effects on
Huntsville's ability to market the Parkway City Mall for lease or sale.

     The joint venture is continuing its discussions with a potential buyer
for the shopping center, the participants in which may include the
developer contemplating the proposed third mall in the Huntsville market. 
Under the proposal, such buyer would purchase and redevelop the shopping
center rather than develop such third mall.  Pending such negotiations,
which are preliminary in nature, such developer has suspended its
development of the third mall.  Until such discussions are finalized, the
joint venture is preparing to market the Parkway City Mall for sale to
other potential buyers.  In March 1998, Proffitt's entered into a non-
binding letter of intent to open two new stores at the shopping center (one
of which would be located at the former Montgomery Ward store location, as
discussed above) in connection with a potential redevelopment of the
shopping center.  However, there can be no assurance that a sale or
redevelopment of the shopping center will be completed.

     There are a number of factors that may affect the timing of a sale and
the sale price that will ultimately be achieved for the Parkway City Mall,
including, among other things, the following:  progress made toward the
potential redevelopment of the shopping center, potential increased
competition from any new shopping mall in the area, the relative
attractiveness of retail properties for investment purposes, conditions for
retailing generally, interest rates, the actual operations of the Parkway
City Mall, tenant bankruptcies, the continued operation and success of
anchor department store tenants, the quality of existing tenants and the
ability to retain such existing tenants and attract new tenants at the
Parkway City Mall.  As a result, there is no assurance as to what price
will ultimately be obtained upon a sale of the Parkway City Mall or the
timing of such a sale.



<PAGE>


ADJUSTMENTS

     In the opinion of the Managing General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1998 and for the three months ended March 31, 1998 and 1997.


PART I.  FINANCIAL INFORMATION

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
remaining investment.

     During 1997 and 1998, some of the Holders of Interests in the
Partnership received unsolicited tender offers from unaffiliated third
parties to purchase up to 4.9% of the Interests in the Partnership at a
price of $150 per Interest.  The Partnership recommended against acceptance
of these offers on the basis that, among other things, the offer price was
inadequate.  It is the Partnership's understanding that the most recent
offer is scheduled to expire May 31, 1998.   As of the date of this report,
the Partnership is aware that 10.75% of the Interests in the Partnership
have been purchased by such unaffiliated third parties either pursuant to
such tender offers or through negotiated purchases.  In addition, it is
possible that other offers for Interests may be made by unaffiliated third
parties in the future, although there is no assurance that any other third
party will commence an offer for Interests, the terms of any such offer or
whether any such offer, if made, will be consummated, amended or withdrawn.

The board of directors of JMB Realty Corporation ("JMB") the managing
general partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.  The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to these and any additional potential tender
offers for Interests.

     At March 31, 1998, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $6,016,000, of which
approximately $1,212,000 represents the joint venture partner's share of
undistributed cash flow from operations of Huntsville.  The remaining funds
of approximately $4,804,000 are available for distributions to partners,
tenant improvements and other capital expenditures at the Parkway City
Mall, cash incentives to major department stores and for working capital
requirements.

     The General Partners expect to conduct an orderly liquidation as
quickly as practicable.  The affairs of the Partnership are expected to be
wound up no later than December 31, 1999, barring unforeseen economic
developments.

RESULTS OF OPERATIONS

     The increase in cash and cash equivalents at March 31, 1998 as
compared to December 31, 1997 is primarily due to cash flow generated from
property operations at the Parkway City Mall which has been retained by the
venture as described in the notes.



<PAGE>


     The decrease in rents and other receivables as well as the increase in
unearned rents at March 31, 1998 as compared to December 31, 1997 is
primarily due to timing of rental receipts at the Parkway City Mall.

     The increase in escrow deposits and the corresponding increase in
accrued real estate taxes at March 31, 1998 as compared to December 31,
1997 is primarily due to the timing of payment of real estate taxes related
to the Parkway City Mall.

     The increase in rental income for the three months ended March 31,
1998 as compared to the three months ended March 31, 1997 is primarily due
to an increase in the rents received from temporary tenants as well as an
increase in base rents primarily as a result of the space previously
occupied by Yeilding's being vacant during 1997 until Castner Knott took
occupancy in October 1997.

     The decrease in depreciation expense for the three months ended March
31, 1998 as compared to the three months ended March 31, 1997 is due to no
further deprecation expense being incurred on the Parkway City Mall as a
result of this property being classified as held for sale or disposition in
accordance with SFAS 121 on September 30, 1997, and therefore, not subject
to continued depreciation as of that date.

     The increase in property operating expenses for the three months ended
March 31, 1998 as compared to the three months ended March 31, 1997 is
primarily due to an increase in repairs and maintenance at the Parkway City
Mall investment property.





<PAGE>


<TABLE>
PART II.  OTHER INFORMATION


     ITEM 5.  OTHER INFORMATION


                                                 OCCUPANCY

     The following is a listing of approximate occupancy levels by quarter for the Partnership's remaining
investment property:

<CAPTION>
                                                1997                                1998               
                                 -------------------------------------   ------------------------------
                                    At         At        At        At       At      At      At      At 
                                   3/31       6/30      9/30     12/31     3/31    6/30    9/30   12/31
                                   ----       ----      ----     -----     ----    ----   -----   -----
<S>                             <C>        <C>       <C>       <C>        <C>     <C>     <C>    <C>   
1. Parkway City Mall
    Huntsville, Alabama . . .       74%        74%       75%       61%      61%

</TABLE>


<PAGE>


PART II.  OTHER INFORMATION

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

            3-A.* The Prospectus of the Partnership dated July 26, 1976,
as supplemented August 19, 1976, September 16, 1976, and September 21,
1976, filed with the Commission pursuant to Rules 424(b) and 424(c), is
hereby incorporated herein by reference.

            3-B.* Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, and which agreement is hereby
incorporated herein by reference.

            4.    Mortgage Note between Huntsville Mall Associates and
New York Life Insurance Company, dated November 19, 1976, secured by the
Parkway City Mall in Huntsville, Alabama is hereby incorporated herein by
reference to the Partnership's Prospectus filed on Form S-11 (File No. 2-
55624) dated July 26, 1976.

            10.   Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the Parkway
City Mall in Huntsville, Alabama are hereby incorporated herein by
reference to the Partnership's Prospectus on Form S-11 (File No. 2-55624)
dated July 26, 1976.

            27.   Financial Data Schedule

            --------------------

            *     Previously filed as Exhibits 3-A and 3-B, respectively,
to the Partnership's Report for December 31, 1992 on Form 10-K (File No. 0-
8469) dated March 19, 1993.


      (b)   No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.





<PAGE>


                              SIGNATURES


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


                JMB INCOME PROPERTIES, LTD. - IV

                BY:   JMB Realty Corporation
                      (Managing General Partner)




                      By:   GAILEN J. HULL
                            Gailen J. Hull, Senior Vice President
                      Date: May 13, 1998


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




                      By:   GAILEN J. HULL
                            Gailen J. Hull, Principal Accounting Officer
                      Date: May 13, 1998