UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 2000

BOSTON CAPITAL TAX CREDIT FUND IV L.P.

(Exact name of registrant as specified in its charter)

Delaware 0-26200 04-3208648

(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

c/o Boston Capital Corporation,

One Boston Place, Boston, Massachusetts 02108-4406

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (617) 624-8900

None

(Former name or former address, if changed since last report)

Item 5. Other Events

As of June, 2000 Boston Capital Tax Credit Fund IV L.P., a Delaware limited partnership, specifically Series 38 thereof, entered into various agreements relating to Heritage Two, LP, a Kentucky limited partnership (the "Operating Partnership") on behalf of Series 38 of the Partnership, including the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of June, 2000 (the "Operating Partnership Agreement"), pursuant to which Series 38 acquired a limited partner interest in the Operating Partnership. Capitalized terms used and not otherwise defined herein have their meanings set forth in the Operating Partnership Agreement.

The Operating Partnership owns a 22 unit apartment complex for families located at Whitley City, in McCreary County, Kentucky, which is known as Whitley Park Apartments (the "Apartment Complex"). The Apartment Complex consists of 5 buildings containing 4 one-bedroom units, 14 two-bedroom units and 4 three-bedroom units. Amenities include carpet and vinyl, range with vent hood, refrigerator, disposal, central forced heat/air systems, central laundry facility, and community room. Construction of the Apartment Complex commenced in March, 2000 and was completed in June, 2000. 100% Occupancy was achieved on July, 2000.

The Operating Partnership received permanent financing in the amount of $926,339 (the "Permanent Mortgage") from The United States Department of Agriculture- Rural Development. The Permanent Mortgage bears interest at 6.875% per annum payable over a 50-year amortization period and a 30-year term

It is expected that 100% of the rental apartment units in the Apartment Complex will qualify for the low-income housing tax credit (the "Tax Credits") under Section 42 of the Internal Revenue Code of 1986, as amended (the "Code").

The general partner of the Operating Partnership is Phillips Development Corporation, (the "General Partner"). The principal of the General Partner is Chester Phillips.

Series 38 acquired its interest in the Operating Partnership directly from the Operating Partnership in consideration of an agreement to make a Capital Contribution of $302,339 to the Operating Partnership in 3 installments as follows:

1. $181,403 (the "First Installment") on the latest of (i) the Admission Date, (ii) Tax Credit Set-Aside, (iii) closing of the Construction Mortgage Loan, or (iv) receipt of a commitment acceptable to the Investment Limited Partner for the Permanent Mortgage;
2. $60,468 (the "Second Installment") on the latest of (i) the Completion Date, (ii) Cost Certification or (iii) State Designation; and
3. $60,468 (the "Third Installment") on the later of (i) the Initial 90% Occupancy Date or (ii) Permanent Mortgage Commencement;

The First, Second and Third Installments have been paid by Series 38.

The total Capital Contribution of Series 38 to the Operating Partnership is based on the Operating Partnership receiving $408,015 in Tax Credits during the 10-year period commencing in 2000 of which 95% ($387,614) will be allocated to Series 38 as the Investment Limited Partner of the Operating Partnership.

Series 38 believes that the Apartment Complex is adequately insured.

Ownership interests in the Operating Partnership are as follows, subject in each case to certain priority allocations and distributions as set forth in the Operating Partnership Agreement:

	Profits, Losses and Tax Credits from Normal Operations	Capital Transactions	Cash Flow
General Partner	5%	50%	50%
Series 38	95%	49.99%	50%
Special Limited Partner	0%	0.01%	0%

The Special Limited Partner of the Operating Partnership is BCTC 94, Inc., an affiliate of Series 38.

Series 38 used funds obtained from the payments of the holders of its beneficial assignee certificates to make the acquisition of its interest in the Operating Partnership.

Boston Capital, or an Affiliate thereof, will receive a fee (the "Asset Management Fee") commencing in 2001 from the Operating Partnership, for services in connection with the Operating Partnership's accounting matters and the preparation of tax returns and reports to the Partnership, in the annual amount of $1,000. The Asset Management Fee for each Fiscal Year will be payable from Cash Flow in the manner and priority set forth in Section 6.12 (c) of the Operating Partnership Agreement, provided, however, that if, in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Operating Partnership as a Subordinated Loan. If for any reason the Asset Management Fee is not paid in any Fiscal Year, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X of the Operating Partnership Agreement.

The Operating Partnership will pay the General Partner a fee (the "Partnership Management Fee") commencing in 2001 for services in connection with the administration of the day-to-day business of the Operating Partnership in an annual amount equal to $2,000. The Partnership Management Fee for each fiscal year of the Operating Partnership shall be payable from Cash Flow in the manner set forth in Section 6.12 (a) of the Operating Partnership Agreement. If for any reason the Partnership Management Fee is not paid in any Fiscal Year, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X of the Operating Partnership Agreement.

In consideration of its consultation, advice and other services in connection with the construction and development of the Apartment Complex, the Operating Partnership will pay the Developer a fee (the "Development Fee") in the principal amount of $154,436. The Development Fee shall be due and payable only in accordance with Section 6.12 (b) of the Development Agreement.

Item 7. Exhibits.

	(c)	Exhibits.	Page
(1)	(a)	Form of Dealer-Manager Agreement between Boston Capital Services, Inc. and the Registrant (including, as an exhibit thereto, the form of Soliciting Dealer Agreement)
(2)	(a)	Agreement of Limited Partnership of the Partnership

Incorporated by reference to Exhibit (1) to Registration Statement No. 33-70564 on Form S-11, as filed with the Securities and Exchange Commission.

2 Incorporated by reference to Exhibit (2) to Registration Statement No. 33-70564 on Form S-11, as filed with the Securities and Exchange Commission.

SIGNATURES

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

Dated: October 21, 2002

BOSTON CAPITAL TAX CREDIT FUND IV L.P.

By: Boston Capital Associates IV L.P.,

its General Partner

By: BCA Associates Limited Partnership, its

General Partner

By: C&M Management, Inc., its

sole General Partner

By: /s/ John P. Manning__

John P. Manning, President