SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB
(Mark One)
[ X ] Annual Report Under Section 13 or 15(d) of the Securities  Exchange Act of
1934 For the fiscal year ended December 31, 1998

[ ] 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
   ---    ----

Check if there no  disclosure  of  delinquent  filers in response to Item 405 of
Regulation S-B is not contained herein, and no disclosure will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

Revenues for the issuer's most recent fiscal year:  $715,000

On March  26,  1999 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  March  26,  1999  the  Issuer  has  243,420  Shares  of  Common  Stock
outstanding.

Documents Incorporated by Reference:  None

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


<PAGE>


                                     PART I

Item 1.           Business.

Business of the Company

AeroCentury IV, Inc. (the "Company") was incorporated in the state of California
on February  27,  1997  ("Inception").  The  Company  was formed  solely for the
purpose of offering up to $10,000,000 in 10% Secured  Promissory Notes ("Notes")
(the  "Offering").  The  Offering  commenced in May 1997 and was  terminated  in
August 1997,  after  $4,869,000 in Notes were sold. The proceeds of the Offering
were used to  purchase  income  producing  assets  ("Income  Producing  Assets")
consisting of turboprop  aircraft and aircraft engines,  subject to operating or
full payout leases with third parties.

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 its  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 the  Company  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.

The sole director of the Company is Neal D. Crispin. The officers of the Company
are Neal D. Crispin,  President,  Marc J.  Anderson,  Senior Vice  President and
Chief  Operating  Officer,  Frank  Duckstein,  Vice President and Glenn Roberts,
Secretary.

The revenue  generated from the Income Producing Assets is used to fund interest
payments on the Notes,  reinvestment in additional  Income Producing Assets and,
after May 1, 2003,  deposits to a sinking fund account established to facilitate
repayment of  principal of the Notes on their  maturity (or such earlier time if
the Company decides to make  prepayments on the principal of the Notes).  At the
maturity date of the Notes,  the Company will pay off the outstanding  principal
using proceeds of the resale of the Company's Income Producing Assets, the funds
in the Sinking Fund Account and/or proceeds of third-party lender refinancing.

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") and a 50%
undivided interest in a Shorts SD-360, serial number S/N 3676 ("S/N 3676")

S/N 3606 and S/N 3676 are subject to similar 48-month  leases,  expiring on July
27, 2001, with a British regional airline.

S/N AC-647 is subject to a 36-month  lease,  expiring on April 13, 2001,  with a
regional carrier in Uruguay.

The Engine is used on a  McDonnell  Douglas  DC-9  aircraft  and is subject to a
60-month  lease  with the  seller  ending on  November  4,  2002.  The Engine is
subleased by the seller to a Mexican-based regional carrier.

Financial Assets

As  provided  in the  prospectus  for the  Offering,  the  Company may invest in
Financial Assets,  including indebtedness secured by Equipment. On March 4, 1998
the  Company  loaned  $866,670 to ACY, in  connection  with ACY's  purchase of a
Shorts SD-360 aircraft.  ACY issued a secured  promissory note to the Company in
the amount of the loan,  which was  secured by a perfected  first lien  security
interest in the aircraft. Pursuant to the note's provision for prepayment at any
time without  penalty,  ACY repaid the note in full during August 1998. ACY paid
the Company $43,910 of interest during the term of the loan.



<PAGE>


Factors that May Affect Future Results

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. The Company believes that the air transport industry is
currently stable, with demand for aircraft,  asset prices and lease rates level,
and in some  cases,  increasing.  Nonetheless  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  in the  current  climate,  as well as during  such
downturns, 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 re-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 re-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 or sell 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.

International  Risks. The Company's  portfolio currently consists of leases with
foreign air carriers. Leases with foreign lessees, however, 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  attendant  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 engine 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 that 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 is 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 makes 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.



<PAGE>


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
re-lease or re-sell  equipment at acceptable  rates may depend on the demand and
market  values at the time of re-lease or re-sale.  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 re-sale
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 aircraft 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,  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.

Year 2000 Considerations. Management of the Company has directed its information
technology ("IT") manager to require any software or hardware  purchased for use
by the Company to have a warranty of Year 2000 compliance.  It has also directed
its IT manager to study any systems that may require Year 2000 remediation.  The
IT manager has determined that,  because the Company's IT system is based on the
"MacOS" system,  the Company's  internal  technology  systems are ready for Year
2000,  and  there  should  not  be  any  material  costs  associated  with  such
remediation.  Furthermore,  the  phone and  internet  access  systems  have been
warranted by their vendors for Year 2000 compliance.  The Company's internal and
administrative  operations  are  not  highly  dependent  on any  other  advanced
technology system,  and,  consequently,  management  believes that the Company's
exposure  to  loss  as a  result  of  Year  2000  issues  in  its  internal  and
administrative operations is not significant.

Management  believes that the electronic systems used in the equipment leased by
the Company to lessees will not be materially affected by the Year 2000 and that
any  remediation  of the  technology  systems  embedded in the aircraft  that it
leases will not be a material  expense to the Company.  The Company has notified
all lessees of the Year 2000 problem and has requested information on the status
of each lessee's study and remediation  plans.  The Company  believes that there
should not be any material costs in connection with such a study. The Company is
consulting with all the  manufacturers  of its leased  equipment to confirm Year
2000 compliance.  Since the Company's leases generally place all maintenance and
repair obligations on the lessees,  to the extent that the aircraft are on lease
when the Year 2000 problem is identified, it would generally be the lessee's and
not the  Company's  responsibility  to remediate  any Year 2000 problem with the
leased aircraft.



<PAGE>


To the extent that a lessee has Year 2000 problems that significantly  adversely
affect its overall  financial  status,  such  material  problems  may affect the
lessee's operations and increase the risk of default by a lessee under its lease
with the Company.  Furthermore,  Year 2000 issues may have a material  impact on
FAA operations  and the operations of certain air carriers,  which in turn would
negatively affect the aircraft industry in general.

The Company's  essential  functions  are not dependent  upon any key third party
vendors or service  providers  related to the leasing or finance  business,  and
consequently,  the  interruption  of goods and services  from any such  industry
specific third party vendor or service  provider to the Company is not likely to
cause a material loss to the Company. Of course, the Company's ordinary business
operation is dependent  upon vendors that provide  basic  services to businesses
generally, such as utility companies, phone and long distance companies, courier
services, banking institutions.  The Company is in the process of inquiring with
such providers regarding their respective Year 2000 readiness. The state of Year
2000  readiness  of these  third  parties  cannot be  assessed  by the  Company;
however,  management  believes that a temporary  interruption in services to the
Company by these types of service  providers  caused by Year 2000 problems would
not cause material  losses to the Company.  An extended loss of these  services,
however,   could   adversely   affect  the  Company's   business  and  financial
performance. The Company has not yet made any contingency plans for the extended
loss of these basic services.

Item 2.           Properties.

The  Company  does  not own or  lease  any real  property,  plant or  materially
important physical  properties other than equipment under operating lease as set
forth in Item 1.

The Company  maintains its principal  office at 1440 Chapin  Avenue,  Suite 310,
Burlingame, California, 94010. All office facilities are provided by JMC without
reimbursement by the Company.

Item 3.           Legal Proceedings.

The Company is not involved in any legal proceedings.

Item 4.           Submission of Matters to a Vote of Security Holders.

None.

                                     PART II

Item 5.           Market for the Common Equity and Related Stockholder Matters.

General

There is no  established  trading  market  for the  Notes  and the Notes are not
listed on any securities exchange.

Number of Security Holders

         Number of holders of Notes ("Noteholders") as of March 26, 1999:  353

Dividends

The Company has not declared a dividend on Common Stock since its formation. The
Company  intends to retain  earnings,  if any, to pay interest on the Notes,  to
acquire additional  aircraft assets, and to fund repayment of the Note principal
upon the maturity date of the Notes.  Under the Indenture  under which the Notes
were issued, dividends may not be paid until the Notes are repaid in full.



<PAGE>


Item 6.           Management's Discussion and Analysis or Plan of Operation.

Although the Company was formed  during  February  1997,  it had no  significant
operations until the third quarter of 1997.

Capital Resources and Liquidity

At the end of 1998,  the Company had cash  balances of $988,260  and deposits of
$14,610.  The Company's cash balances were held for the interest payment made to
the  Noteholders  in February  1999,  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
will vary in the future,  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.  The leases for the  Company's  aircraft  expire at varying  times
between April 2001 and November 2002.

         1998 versus 1997

The increase in cash flow from  operations  was due  primarily to an increase in
rent income from the Income  Producing  Assets  purchased  during 1997 and 1998,
which  was  only  partially  offset  by an  increase  in  interest  expense  and
management  fees (see Results of Operations,  below).  As mentioned  above,  the
Company had no significant operations until the third quarter of 1997.

During  1998,  the  Company   invested   approximately   $1,041,610,   including
reimbursement   for   chargeable   acquisition   costs  and  brokerage  fees  of
approximately  $66,610,  in Income  Producing  Assets,  compared  to  $2,571,910
invested  in 1997.  There  was no cash flow from  financing  activities  in 1998
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  ($184,230)  or  ($0.76)  per  share  and
($121,450)  or ($1.23)  per share for the year ended  December  31, 1998 and the
period from Inception (February 7, 1997) to December 31, 1997, respectively.

         1998 versus 1997

Rental income increased by approximately  $470,000 as a result of the additional
rent received from aircraft  purchased during the second half of 1997 and during
1998.  Depreciation  increased from year to year by approximately  $168,000 as a
result of  depreciable  aircraft  purchased  during the latter  part of 1997 and
during 1998.  Amortization was approximately $49,000 higher in 1998 than in 1997
bcause of the additional  proceeds raised in the Offering during 1997.  Interest
expense  and  management  fees also  increased  by  approximately  $291,000  and
$46,000,  respectively,  in 1998 as a result of the additional proceeds received
over the term of the  Offering  during 1997 which were  subject to interest  and
management fees for all of 1998.



<PAGE>


Item 7.  Financial Statements.

(a)               Financial Statements and Schedules

         (1)      Financial statements for AeroCentury IV, Inc.:

                           Report of Independent Auditors, Vocker Kristofferson 
                              and Co.
                           Balance Sheet as of December 31, 1998
                           Statements of Operations for the Year Ended December 
                              31, 1998 and the Period from
                              Inception (February 7, 1997) to December 31, 1997
                           Statements of Changes in Shareholder's Equity for the
                              Year Ended  December  31, 1998 and the Period from
                              Inception (February 7, 1997) to December 31, 1997
                           Statements of Cash Flows for the Year Ended  December
                              31, 1998 and the Period from  Inception  (February
                              7, 1997) to December 31, 1997
                           Notes to Financial Statements

         (2)      Schedules:

                           Allschedules  have been  omitted  since the  required
                              information   is   presented   in  the   financial
                              statements or is not applicable.
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



To the Board of Directors and Stockholders of AeroCentury IV, Inc.


We have  audited  the  accompanying  balance  sheet  of  AeroCentury  IV,  Inc.,
California  corporation,  as of December 31, 1998 and the related  statements of
operations,  shareholder's equity and cash flows for the year ended December 31,
1998 and the period from  Inception  (February  7, 1997) to December  31,  1997.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of  AeroCentury  IV, Inc.,  at
December 31, 1998 and the related statements of operations, shareholder's equity
and cash  flows  for the year  ended  December  31,  1998  and the  period  from
Inception  (February 7, 1997) to December 31, 1997, in conformity with generally
accepted accounting principles.



VOCKER KRISTOFFERSON AND CO.

/s/Vocker Kristofferson and Co.

February 4, 1999
San Mateo, California




<PAGE>


                              AEROCENTURY IV, INC.
                                  Balance Sheet
                                December 31, 1998
<TABLE>


                                     ASSETS
<S>                                                                        <C>   
Current assets:
     Cash                                                                  $     988,260
     Deposits                                                                     14,610
     Rent receivable                                                              54,260
     Accounts receivable                                                           6,410
                                                                           -------------
Total current assets                                                           1,063,540

Aircraft and aircraft engines under operating leases,
     net of accumulated depreciation of $242,160                               3,371,360
Debt issue costs, net of accumulated
     amortization of $104,500                                                    485,010
                                                                           -------------

Total assets                                                               $   4,919,910
                                                                           =============
</TABLE>
<TABLE>


                      LIABILITIES AND SHAREHOLDER'S EQUITY
<S>                                                                        <C>    
Current liabilities:
     Accounts payable                                                      $      11,000
     Interest payable                                                             81,150
     Maintenance deposits                                                         21,020
                                                                           -------------
Total current liabilities                                                        113,170

Medium-term secured notes                                                      4,869,000

Total liabilities                                                              4,982,170

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                                                            (305,680)
                                                                           -------------
Total shareholder's equity                                                      (62,260)
                                                                           -------------

Total liabilities and shareholder's equity                                 $   4,919,910
                                                                           =============

</TABLE>

See accompanying notes.




<PAGE>

<TABLE>

                              AEROCENTURY IV, INC.
                            Statements of Operations

<S>                                                              <C>                  <C>

                                                                                            For the
                                                                      For the        period from Inception
                                                                    year ended       (February 7, 1997) to
                                                                   December 31,          December 31,
                                                                       1998                  1997
Revenues:

     Rent income                                                  $      625,280        $     155,300
     Interest income                                                      89,720               71,590
                                                                  --------------        -------------

                                                                         715,000              226,890
                                                                  --------------        -------------

Expenses:

     Depreciation                                                        204,810               37,350
     Amortization                                                         76,580               27,920
     Interest                                                            486,900              195,990
     Management fees                                                      97,380               51,240
     Professional fees and general and administrative                     32,760               35,040
                                                                  --------------        -------------

                                                                         898,430              347,540
                                                                  --------------        -------------

Loss before taxes                                                      (183,430)            (120,650)

Provision for income taxes                                                   800                  800
                                                                  --------------        -------------

Net loss                                                          $    (184,230)        $   (121,450)
                                                                  ==============        =============

Weighted average common shares outstanding                               243,420               98,929
                                                                  ==============        =============

Basic loss per common share                                       $       (0.76)        $      (1.23)
                                                                  ==============        =============
</TABLE>


See accompanying notes.




<PAGE>


                              AEROCENTURY IV, INC.
                       Statements of Shareholder's Equity
                  For the year ended December 31, 1998 and the
              period from Inception (February 7, 1997) to December
                                    31, 1997

<TABLE>
<S>                                             <C>              <C>              <C>               <C>    

                                                                                                          Total
                                                   Preferred          Common         Accumulated      Shareholder's
                                                     Stock             Stock           Deficit           Equity

Issuance of 243,420 shares of common stock       $           -    $      243,420    $           -    $      243,420

Net loss for the period                                      -                 -        (121,450)         (121,450)
                                                 -------------    --------------    -------------    --------------

Balance, December 31, 1997                                   -           243,420        (121,450)           121,970

Net loss for the period                                      -                 -        (184,230)         (184,230)
                                                 -------------    --------------    -------------    --------------

Balance, December 31, 1998                       $           -    $      243,420    $     305,680    $     (62,260)
                                                 =============    ==============    =============    ==============

</TABLE>

See accompanying notes.



<PAGE>


                              AEROCENTURY IV, INC.
                            Statements of Cash Flows

<TABLE>
<S>                                                             <C>                 <C>    

                                                                                            For the
                                                                      For the        period from Inception
                                                                    year ended       (February 7, 1997) to
                                                                   December 31,          December 31,
                                                                       1998                  1997
Operating activities:
     Net loss                                                     $    (184,230)        $   (121,450)
     Adjustments to reconcile net loss to
       net cash provided/(used) by operating activities:
         Depreciation                                                    204,810               37,350
         Amortization                                                     76,580               27,920
         Change in operating assets and liabilities:
           Deposits                                                     (14,610)                    -
           Accounts receivable                                           (1,780)              (4,620)
           Rent receivable                                              (22,040)             (32,220)
           Accounts payable                                                6,000                5,000
           Interest payable                                                    -               81,150
           Maintenance deposits                                           21,020                    -
                                                                  --------------        -------------
Net cash provided/(used) by operating activities                          85,750              (6,870)

Investing activities:
     Investment in secured promissory note                             (866,670)                    -
     Repayment of secured promissory note                                866,670                    -
     Purchase of interests in aircraft                               (1,041,610)          (2,571,910)
                                                                  --------------        -------------
Net cash used in invested activities                                 (1,041,610)          (2,571,910)

Financing activities:
     Proceeds from issuance of medium-term secured notes                       -            4,869,000
     Debt issue costs                                                          -            (486,900)
     Proceeds from issuance of common stock                                    -              140,800
                                                                  --------------        -------------
Net cash provided by financing activities                                      -            4,522,900
                                                                  --------------        -------------

Net (decrease)/increase in cash                                        (955,860)            1,944,120

Cash, beginning of period                                              1,944,120                    -
                                                                  --------------        -------------

Cash, end of period                                               $      988,260        $   1,944,120
                                                                  ==============        =============

Supplemental  disclosures of cash flow information:  Cash paid during the period
for:
                                                                            1998                 1997
                                                                            ----                 ----
     Interest (net of amount capitalized)                         $      486,900        $     121,960
     Income taxes                                                            800                  800
</TABLE>

Supplemental schedule of noncash investing and financing activities:
During 1997, JHC contributed  $102,620 of the total it paid for debt issue costs
as a common stock investment in the Company.


<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 the  Company  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.

         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.

         As the Company has  substantial  amounts of long-lived  assets that are
potentially  subject to impairment,  FAS 121,  "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed of" has been applied
for the year ending  December  31,  1998.  Long-lived  assets are  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  may  not be  recoverable.  If the sum of the  expected  future
undiscounted cash flows is less than the carrying amount of the asset, a loss is
recognized for the  difference  between the fair value and the carrying value of
the asset. There were no write-downs required during 1998.

         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 by the  Company 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.


         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  and
are subject to  withdrawal  restrictions.  As of December 31, 1998,  the Company
maintained  $965,080  of its cash  balances  in a money  market  fund  held by a
regional brokerage firm, which is not federally insured.

         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")
and a 50% undivided  interest in a Shorts  SD-360,  serial number S/N 3676 ("S/N
3676")

         The Company invested approximately $1,041,610,  including reimbursement
for chargeable acquisition costs and brokerage fees of approximately $66,610, in
aircraft assets during 1998.

         Aircraft and Aircraft Engines Leases

         S/N 3606 and S/N 3676 are subject to similar  48-month  leases,  
expiring on July 27, 2001, with a British regional airline.

         S/N AC-647 is subject to a 36-month lease,  expiring on April 13, 2001,
with a regional carrier in Uruguay.

         The Engine is used on a McDonnell  Douglas DC-9 aircraft and is subject
to a 60-month lease with the seller, expiring on November 4, 2002. The Engine is
subleased by the seller to a Mexican-based regional carrier.

         All of the  Company's  aircraft  are leased and  operated 
internationally.  All leases  relating to these aircraft are denominated and 
payable in U.S. dollars.



<PAGE>


                              AEROCENTURY IV, INC.
                          Notes to Financial Statements


2.       Aircraft and Aircraft Engines Under Operating Leases (continued)

         Aircraft and Aircraft Engines Leases (continued)

         The  Company  leases  its  aircraft  to  lessees   domiciled  in  three
geographic  areas. The tables below set forth geographic  information  about the
Company's operating leased aircraft equipment grouped by domicile of the lessee:

<TABLE>
<S>                                                                   <C>                      <C>    
                                                                                                       For the
                                                                             For the            Period from Inception
                                                                           Year Ended           (February 7, 1997) to
                                                                          December 31,              December 31,
Region                                                                        1998                      1997
------                                                                        ----                      ----
Operating lease revenue:
         Europe                                                        $        362,480          $          125,300
         South America                                                           90,300                           -
         Mexico                                                                 172,500                      30,000
                                                                       ----------------          ------------------
Total                                                                  $        625,280          $          155,300
                                                                       ================          ==================

Operating lease revenue less depreciation:
         Europe                                                        $        238,150          $           92,140
         South America                                                           60,070                           -
         Mexico                                                                 122,250                      25,810
                                                                       ----------------          ------------------
Total                                                                  $        420,470          $          117,950
                                                                       ================          ==================

Net book value of operating leased assets:
         Europe                                                        $      1,516,520
         South America                                                        1,011,370
         Mexico                                                                 843,470
                                                                       ----------------
Total                                                                  $      3,371,360
                                                                       ================
</TABLE>

         As of December 31, 1998, minimum future lease rent payments  receivable
under noncancelable leases were as follows:

                           Year                       Amount

                           1999                  $     773,040
                           2000                        773,040
                           2001                        465,740
                           2002                        150,000
                           2003                              -
                                                 -------------

                                                 $   2,161,820



<PAGE>


                              AEROCENTURY IV, INC.
                          Notes to Financial Statements

2.       Aircraft and Aircraft Engines Under Operating Leases (continued)

         Detail of Investment

         The following schedule provides an analysis of the Company's investment
in aircraft under operating leases and the related accumulated  depreciation for
the years ended December 31, 1998 and 1997:
<TABLE>
<S>                                            <C>                    <C>    

                                                                        Accumulated
                                                     Cost              Depreciation               Net

Additions                                        $   2,571,910         $    (37,350)         $   2,534,560
                                                 -------------         ------------          -------------
Balance, December 31, 1997                           2,571,910              (37,350)             2,534,560

Additions                                            1,041,610             (204,810)               836,800
                                                 -------------         -------------         -------------
Balance, December 31, 1998                       $   3,613,520         $   (242,160)         $   3,371,360
                                                 =============         =============         =============
</TABLE>

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 payable approximates
fair value.

4.       Income taxes

         The items comprising income tax expense are as follows:

<TABLE>
         <S>                                                                      <C>               <C> 

                                                                                             1998              1997

   
                                                                                             ----              ----
         Current tax provision
              Federal                                                               $           -    $            -
              State                                                                           800               800
                                                                                    -------------    --------------
              Current tax provision                                                           800               800
                                                                                    -------------    --------------

         Deferred tax provision
              Federal                                                                    (62,640)            41,290
              State                                                                      (10,750)             7,090
                                                                                    ------------     --------------
              Deferred tax provision                                                     (73,390)            49,180
              Valuation allowance                                                          73,390          (48,380)
                                                                                    -------------    --------------

         Total provision for income taxes                                           $         800    $          800
                                                                                    =============    ==============


</TABLE>

<PAGE>


                              AEROCENTURY IV, INC.
                          Notes to Financial Statements


4.       Income taxes (continued)

         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> 
                                                                                             1998              1997
                                                                                             ----              ----

         Income tax expense at statutory federal income tax rate                    $    (62,640)    $     (41,290)
         State taxes net of federal benefit                                              (10,750)           (7,090)
         State franchise taxes                                                                800
         Valuation allowance                                                               73,390            48,380
                                                                                    -------------    --------------
         Total provision for income taxes                                           $         800    $            -
                                                                                    =============    ==============
</TABLE>

         Temporary   differences  and   carryforwards   which  gave  rise  to  a
significant  portion of deferred tax assets and  liabilities  as of December 31,
1998 are as follows:
<TABLE>
        <S>                                                                        <C>    

         Deferred tax assets:
              Net operating loss                                                    $   (133,890)
              Maintenance reserves and other                                              (8,370)
                                                                                    -------------
                  Subtotal                                                              (142,260)
                  Valuation allowance                                                     121,770
                                                                                    -------------
                  Net deferred tax asset                                                   20,490
         Deferred tax liabilities:
              Amortization of organizational costs                                            270
              Depreciation on aircraft                                                     20,220
                                                                                     ------------
                                                                                    $           -
                                                                                    =============
</TABLE>

         The Company anticipates that deferred tax liabilities will be offset by
deferred tax assets and has  recorded a valuation  allowance  for the  remaining
portion of deferred  tax assets as the Company  does not  anticipate  generating
adequate future taxable income to realize the benefits of the remaining deferred
tax assets on the balance  sheet.  The  Company's  net  operating  losses may be
carried forward for fifteen or twenty years depending on when they were created,
and begin to expire in 2012.

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 1998 and 1997,  the Company  accrued a
total of $97,380 and $51,240, respectively, in management fees due JMC.

         JMC may receive a brokerage  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  brokerage  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. During 1998 and 1997, the Company paid JMC a
total of $58,500 and $299,000,  respectively,  in brokerage  fees and reimbursed
JMC for $8,110 and $22,900, respectively, for Chargeable Acquisition Expenses.
No remarketing fees were paid during 1998 or 1997

<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. In
1997, the Company paid $97,380 to JHC. In addition, during 1997, JHC contributed
$102,620 of the total it paid for organization and offering expenses as a common
stock  investment in the Company.  JHC purchased  130,800  additional  shares of
common stock in the Company at a price of $1.00 per share on August 6, 1997.

         As provided in the prospectus for the Offering,  the Company may invest
in Financial Assets,  including  indebtedness secured by Equipment.  On March 4,
1998 the Company loaned  $866,670 to ACY in connection  with ACY's purchase of a
Shorts SD-360 aircraft.  ACY issued a secured  promissory note to the Company in
the amount of the loan,  which was  secured by a perfected  first lien  security
interest in the aircraft. Pursuant to the note's provision for prepayment at any
time without  penalty,  ACY repaid the note in full during August 1998. ACY paid
the Company $43,910 of interest during the term of the loan.







8
21

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

None.


                                    PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance With Section 16(a) of the Exchange Act.

General

Pursuant  to a  Management  Agreement  between  the  Company  and  JMC,  JMC  is
responsible for most management  decisions,  has  responsibility for supervising
the  Company's  day-to-day  operations,  including  compliance  with  legal  and
regulatory   requirements,   and  is   responsible   for  cash   management  and
communications  between the Company  and the  holders of Notes.  The  Management
Agreement  authorizes JMC, in its sole  discretion,  to acquire,  hold title to,
sell,  lease,  re-lease or otherwise  dispose of Income  Producing Assets or any
interest  therein,  on behalf  of the  Company  when and upon such  terms as JMC
determines  to be in the best  interests  of the  Company,  subject  to  certain
limitations set forth in the Prospectus.

Directors and Officers

The directors, executive officers and key employees of the Company and JMC, each
of whom serves until his successor is elected and qualified, are as follows:

              Name                      Position Held

Neal D. Crispin                         President, Chairman of the Board of
                                        Directors and Chief
                                        Financial Officer of the Company

Marc J. Anderson                        Senior Vice President of the Company

Frank Duckstein                         Vice President of the Company

Glenn Roberts                           Secretary of the Company

Sidney F. Gage                          Member of JMC's Advisory Board


Neal D. Crispin,  age 53. Mr.  Crispin is Chairman of the Board of Directors and
President of the Company.  He is also  President and a Director of ACY, JHC, JMC
and CMA Consolidated,  Inc.  ("CMA").  Prior to forming CMA in 1983, Mr. Crispin
was vice  president-finance of an oil and gas company.  Previously,  Mr. Crispin
was a manager with Arthur Young & Co., Certified Public Accountants. Mr. Crispin
is the  husband of Toni M.  Perazzo,  a Director  and Officer of JHC and JMC. He
received a Bachelors  degree in Economics  from the  University of California at
Santa Barbara and a Masters degree in Business  Administration  (specializing in
Finance) from the University of California at Berkeley. Mr. Crispin, a certified
public  accountant,  is a member of the American  Institute of Certified  Public
Accountants and the California Society of Certified Public Accountants.




<PAGE>


Marc J. Anderson,  age 62. Mr.  Anderson is the Company's  Senior Vice President
and is also Senior Vice  President and Chief  Operating  Officer of JHC, JMC and
ACY and a Director of ACY.  Prior to joining JMC in 1994,  Mr.  Anderson  was an
aviation  consultant (1992 to 1994) and prior to that spent seven years (1985 to
1992) as Senior Vice President-Marketing for PLM International, a transportation
equipment leasing company. He was responsible for the acquisition, modification,
leasing and  remarketing of all aircraft.  Prior to PLM, Mr.  Anderson served as
Director-Contracts  for Fairchild Aircraft Corp., Director of Aircraft Sales for
Fairchild SAAB Joint Venture, and Vice President,  Contracts for SHORTS Aircraft
USA, Inc.  Prior to that,  Mr.  Anderson was employed  with several  airlines in
various roles of increasing responsibility beginning in 1959.

Frank  Duckstein,  age  44.  Mr.  Duckstein  is the  Company's  Vice  President,
Remarketing.  He holds the same  position  with JMC. Mr.  Duckstein  has been in
charge of market  development for JMC since joining JMC 1995. From 1989 to 1995,
Mr.  Duckstein  served  as  Director  of  Marketing  for  PLM  International,  a
transportation  equipment leasing company.  While at PLM, he was responsible for
sales and remarketing,  market research and development,  both  domestically and
internationally,  of PLM's  corporate  and commuter  aircraft,  as well as their
helicopter  fleet.  Previously,  he was with  the  following  international  and
regional airlines  operating within Europe and the U.S. with  responsibility for
operation,  market  development  and sales:  Direct Air (Berlin,  Germany);  Air
Berlin (Berlin,  Germany),  and Aeroamerica  (Berlin,  Germany).  Mr.  Duckstein
attended the Technical University of Berlin, majoring in Economics.

Glenn  Roberts,  age 34,  Secretary,  is also the Controller of JMC and ACY. Mr.
Roberts  has been  employed  by JMC and CMA since  1989.  He has also  served as
Manager of Investor  Relations for several equipment leasing programs  sponsored
by JMC and CMA and as a financial  analyst for JMC. Mr.  Roberts was  previously
employed as a production manager for a database  publishing firm specializing in
company and industry research reports.

Sidney F.  Gage,  age 55,  Member of JMC  Advisory  Board.  Mr.  Gage has been a
partner of Gage &  Baumgarten,  a management  consulting  firm  specializing  in
strategic  business  planning,  since 1990.  Previously,  he was Executive  Vice
President and Director of Mission Resources,  Inc., the managing general partner
of Mission  Resource  Partners,  an oil and gas  company on the  American  Stock
Exchange,  and President of Mission  Securities,  Inc.,  its NASD  broker-dealer
affiliate.  He is a certified public accountant with degrees from the University
of Notre Dame and the Stanford University Graduate School of Business.  Mr. Gage
has served as a consultant to the CMA Group of companies since 1990.

Item 10.          Executive Compensation.

The Company has no employees. The following is a summary of the compensation and
reimbursements  paid to the parent of the  Company  and  related  parties by the
Company for the years ended December 31, 1998 and 1997.

Compensation

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
0.50% of the Company's Aggregate Gross Proceeds received through the last day of
such quarter.  During 1998 and 1997, the Company  accrued a total of $97,380 and
$51,240, respectively, in management fees due JMC.

JMC may  receive a  brokerage  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  brokerage  fee that
would be paid to an unaffiliated party for such a transaction.  The total of the
Aggregate Purchase Price plus the brokerage fee shall not exceed the fair market
value of the asset based on  appraisal.  During 1998 and 1997,  the Company paid
JMC a total  of  $58,500  and  $299,000,  respectively,  in  brokerage  fees and
reimbursed JMC for $8,110 and $22,900,  respectively,  in Chargeable Acquisition
Expenses. No remarketing fees were paid during 1998 or 1997.

The Company  reimburses  JHC for certain costs  incurred in connection  with the
organization of the Company and the Offering.  The Company made no such payments
during 1998. In 1997, the Company paid $97,380 to JHC. In addition, during 1997,
JHC  contributed  $102,620 of the total it paid for  organization  and  offering
expenses as a common stock investment in the Company.



<PAGE>


Item 11.         Security Ownership of Certain Beneficial Owners and Management.

No person is known to the Company to be the beneficial  owner of more than 5% of
the Units.  No officer or director  of JHC or JMC or any of its related  parties
beneficially owns any Units.

JHC owns 100% of the issued and  outstanding  common stock of the  Company.  Mr.
Crispin,  President of JHC, and Toni M. Perazzo, Vice  President-Finance of JHC,
collectively own the majority of the issued and outstanding common stock of JHC,
including shares owned by CMA Consolidated,  an affiliated company controlled by
Mr. Crispin.  Marc J. Anderson,  Senior Vice President of JMC owns approximately
1% of JHC's common stock.

Item 12.          Certain Relationships and Related Transactions.

See Item 10, above.

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

         (a)      Exhibits

                  None.

         (b)      Reports on form 8-K Filed in Last Quarter

                  None.


<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 March 26, 1999.

                                        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 March 26,
1999.

Signature                                   Title

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