SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
 
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BOSTON CAPITAL TAX CREDIT FUND IV L.P.
(Series 24)
(Name of Subject Company)
 
BOSTON CAPITAL TAX CREDIT FUND IV L.P.

 (Name of Person(s) Filing Statement)
 
Series - Beneficial Assignee Certificates
(Title of Class of Securities) 
None
 (CUSIP Number of Class of Securities)
 
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Richard J. DeAgazio, Executive Vice President
Boston Capital Partners, Inc.
One Boston Place
Suite 2100
Boston MA  02108
(617) 624-8900

(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
 
Copies to:
 
Scott M. Nemeroff, Esq.
Peabody & Brown
1255 23rd Street NW
Suite 800
Washington DC  20037
(202) 973-7700


	Item 1.	Security and Subject Company.
 
	The name of the subject company is Boston Capital Tax Credit 
Fund IV L.P., a Delaware limited partnership (the "Partnership"), 
which has its principal executive offices at One Boston Place, 
Suite 2100, Boston, Massachusetts 02108.  The General Partner of 
the Partnership is Boston Capital Associates IV L.P., a Delaware 
corporation with principal executive offices at One Boston Place, 
Suite 2100, Boston, Massachusetts 02108 (the "General Partner").  
The title of the class of equity securities to which this 
statement relates is the Partnership's Series 24 beneficial 
assignee certificates ("BACs") representing assignments of 
limited partnership interests in the Partnership issued to 
BCTC IV Assignor Corp., a Delaware corporation (the "Assignor 
Limited Partner").  Each BAC represents a pro rata assignment of 
the beneficial interest in the Series 24 limited partnership 
interest held by the Assignor Limited Partner.  The Assignor 
Limited Partner does not retain any beneficial interest in its 
Series 24 limited partnership interest, all of which has been 
assigned to the BAC Holders.

	Item 2.	Tender Offer of the Bidder.
 
	This Schedule 14D-9 relates to the offer by Valley Creek 
Capital LLC, a Delaware limited liability company (the 
"Purchaser") disclosed in a Tender Offer Statement on Schedule 
14D-1 dated April 14, 1998 (the "Schedule 14D-1"), to purchase up 
to 214,000 issued and outstanding BACs at a purchase price of 
$6.75 per BAC, net to the seller in cash (the "Purchase Price"), 
without interest thereon, upon the terms and subject to the 
conditions set forth in the Offer to Purchase dated April 14, 
1998 and the related Letter of Transmittal, as each may be 
supplemented, modified or amended from time to time (which 
collectively constitute the "Valley Creek Offer" and are 
contained within the Schedule 14D-1).

	The address of the Purchaser's principal executive offices 
is 601 Carlson Parkway, Suite 200, Minnetonka, Minnesota 55305.

	Item 3.	Identity and Background.

	(a)	The name and business address of the Partnership, which 
is the person filing this statement, are set forth in Item 1 
above.
 
	(b) (1)	The Partnership does not have any employees, 
directors or executive officers. All decisions with respect to 
the management of the Partnership and its affairs are made by the 
General Partner.  Except as described below, there are no 
material contracts, agreements, arrangements or understandings or 
any actual or potential conflicts of interest between the General 
Partner or its affiliates and the Partnership and its affiliates.
 
	The General Partner and its affiliates have received or will 
receive certain types of compensation, fees or other 
distributions in connection with the operations of the 
Partnership. The arrangements for payment of compensation and 
fees, as set forth in the Partnership's Amended and Restated 
Agreement of Limited Partnership, dated as of December 16, 1993, 
as amended to date (the "Partnership Agreement"), the 
Partnership's prospectus and other publicly filed documents, were 
not determined in arm's-length negotiations with the Partnership.
 
	In accordance with the Partnership Agreement, the 
Partnership was required to pay certain fees to and reimburse 
expenses of the General Partner and others in connection with the 
organization of the Partnership and the offering of its BACs.  
Commissions, fees and expenses related to the sale of the BACs 
totaling $3,167,250 have been paid.  In connection therewith, 
$797,470 of selling, organizational and offering expenses 
incurred on behalf of the Partnership have been paid to an 
affiliate of the General Partner.  Total organization and 
offering expenses inclusive of selling commissions did not exceed 
14% of the gross offering proceeds.

	In accordance with the Partnership Agreement, the 
Partnership is required to pay acquisition fees to and reimburse 
acquisition expenses of the General Partner or its affiliates for 
selecting, evaluating, structuring, negotiating, and closing the 
Partnership's investments in Operating Partnerships.  Acquisition 
fees total 8.5% of the gross offering proceeds.  Acquisition 
expenses, which include such expenses as legal fees and expenses, 
travel and communications expenses, costs of appraisals, 
accounting fees and expenses, totalled 3.19% of the gross 
offering proceeds.  As of March 31, 1998 acquisition fees 
totaling $1,844,245 for the closing of the Partnership's 
investments in Operating Partnerships were paid to an affiliate 
of the General Partner.  Acquisition expenses totaling $68,024 
were reimbursed to an affiliate of the General Partner.

	Pursuant to the Partnership Agreement, an affiliate of the 
General Partner is entitled to a fee (the "Fund Management Fee") 
for its services in connection with the administration of the 
affairs of the Partnership.  The Fund Management Fee is payable 
annually and is calculated by multiplying 0.5% by the Aggregate 
Cost of the Apartment Complexes in Series 24 acquired by the 
Partnership.  The Fund Management Fees earned during the years 
ended March 31, 1998, 1997 and 1996 are as follows:

                					    1998	    1997    1996

	Asset Management Fees	$214,320	$214,320	$62,532


	The General Partner and its respective partners, officers 
and directors, are each entitled to indemnification under certain 
circumstances from the Partnership pursuant to provisions of the 
Partnership Agreement. Generally, the General Partner is also 
entitled to reimbursement of expenditures made on behalf of the 
Partnership.

	Under the Partnership Agreement, the General Partner is 
entitled to receive 1% of cash distributions to the partners of 
the Partnership.  The Partnership has not paid any cash 
distributions to the General Partner in the three years ended 
March 31, 1998.

	(2)	There are no material contracts, agreements, 
arrangements or understandings or any actual or potential 
conflicts of interest between the General Partner or its 
affiliates and the Purchaser, its members, executive officers, 
directors or affiliates.

	Item 4.	The Solicitation or Recommendation.

	(a)	Following receipt of the terms of the Valley Creek 
Offer, the General Partner reviewed and considered the Valley 
Creek Offer.  The General Partner recommends that BAC Holders 
reject the Valley Creek Offer for the following reasons:

  The Purchaser is only offering $6.75 per BAC.  As stated in 
the "Introduction" on page 1 of the Purchaser's Offer to 
Purchase dated April 14, 1998, the last known price paid for 
the BACs on the secondary market was $8.75, which is more than 
the proposed Purchase Price.  Since secondary market selling 
prices do not take into account commissions charged, the net 
proceeds to a BAC Holder in a secondary market sale would be 
reduced by approximately 5% to 8%.  In addition, the current 
value of a BAC may have also been reduced from the last 
selling date because there are fewer Tax Credits remaining due 
to the passage of time.

	(b)	The General Partner also believes that BAC Holders 
should carefully consider the following factors in making their 
own decisions of whether to accept or reject the Valley Creek 
Offer:
 
  BAC HOLDERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX 
LOSSES FROM THE BACS SHOULD THEY TENDER PURSUANT TO THE VALLEY 
CREEK OFFER.
 
  BAC Holders who tender their BACs will lose the right to 
receive any future distributions from the Partnership from any 
refinancing or sale of the Partnership's properties.  Although 
the General Partner cannot predict the future value of the 
Partnership's assets on a per BAC basis, the Purchase Price 
could differ significantly from the amount that may be 
realized from the sale or refinancing of the Partnership's 
assets.  There can be no assurance as to the timing, amount or 
occurrence of any future distributions.

  Limited Partners should consult with their respective advisors 
about the financial, tax, legal and other consequences of the 
Valley Creek Offer.

  While the Valley Creek Offer will provide BAC Holders with an 
immediate opportunity to liquidate their investment in the 
Partnership, BAC Holders who have a present or future need for 
the tax credits and/or tax losses from the BACs may, however, 
prefer to retain their BACs and not tender them pursuant to 
the Valley Creek Offer.
 
  As stated by the Purchaser in the Valley Creek Offer, there 
may be a conflict of interest between the Purchaser's desire 
to purchase the BACs at a low price and a BAC Holder's desire 
to sell their BACs at a high price.  Therefore, BAC Holders 
might receive greater value if they hold their BACs, rather 
than tender. Furthermore, BAC Holders should be aware that a 
secondary market exists for the BACs.



	Item 5.	Persons Retained, Employed or to Be Compensated.
 
	Neither the Partnership nor any person acting on its behalf 
has employed, retained or compensated, or intends to employ, 
retain or compensate, any person to make solicitations or 
recommendations to BAC Holders on their behalf concerning the 
Valley Creek Offer.
 
	Item 6.	Recent Transactions and Intent With Respect to 
Securities.
 
	(a)	Neither the Partnership nor the General Partner or any 
of their affiliates have effected any transactions in the BACs 
during the past 60 days

	(b)	Neither the General Partner nor, to the knowledge of 
the General Partner, any of its partners, executive officers, 
directors, affiliates or subsidiaries intend to tender BACs owned 
by them to the Purchaser pursuant to the Valley Creek Offer.
 
	Item 7.	Certain Negotiations and Transactions by the 
Subject Company.
 
	(a) 	No negotiation is being undertaken or is underway by 
the Partnership in response to the Valley Creek Offer which 
relates to or would result in: (1) an extraordinary transaction 
such as a merger or reorganization, involving the Partnership or 
any subsidiary of the Partnership; (2) a purchase, sale or 
transfer of a material amount of assets by the Partnership or any 
subsidiary; (3) tender offer for or other acquisition of 
securities by or of the Partnership; or (4) any material change 
in the present capitalization or dividend policy of the 
Partnership.

	(b)	Except as described above or in Item 3(b), there are no 
transactions, board resolutions, agreements in principle or 
signed contracts in response to the Valley Creek Offer which 
relate to or would result in one or more of the matters referred 
to in Item 7(a).

	Item 8.	Additional Information to Be Furnished.   

			None.

	Item  9.	Material to be Filed as Exhibits.

	(a)(1) Letter from Boston Capital Tax Credit Fund IV L.P. to 
BAC Holders, dated April 22, 1998.



SIGNATURES


	After due inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this 
statement is true, complete and correct.
 

Dated:		April 22, 1998

				BOSTON CAPITAL TAX CREDIT FUND IV L.P.


				By: 	Boston Capital Associates IV L.P., its
					General Partner


					By: 	Boston Capital Associates, its
						general partner
 

						By: 	/s/ John P. Manning
							John P. Manning
							Partner


EXHIBIT INDEX



EXHIBIT NO. 				TITLE

(a)(1)						Letter from Boston Capital Tax 
Credit 
						Fund IV L.P. to BAC Holders dated
						April 22, 1998



BOSTON CAPITAL TAX CREDIT FUND IV L.P.
One Boston Place
Suite 2100
Boston MA  02108


									April 22, 1998

Dear BAC Holder:

	As you are by now aware, Valley Creek LLC, a Delaware 
limited liability company (the "Purchaser"), has made an offer 
(the "Valley Creek Offer") to purchase assignments of limited 
partnership interests ("BACs") of Boston Capital Tax Credit 
Fund IV L.P. Series 24 (the "Partnership") for a cash purchase 
price of $6.75 per BAC (the "Purchase Price").

	The Boston Capital Associates IV L.P. (the "General 
Partner") recommends that BAC Holders REJECT the Valley Creek 
Offer for the following reasons:

  The Purchaser is only offering $6.75 per BAC.  As stated in 
the "Introduction" on page 1 of the Purchaser's Offer to 
Purchase dated April 14, 1998, the last known price paid for 
the BACs on the secondary market was $8.75, which is more than 
the proposed Purchase Price.  Since secondary market selling 
prices do not take into account commissions charged, the net 
proceeds to a BAC Holder in a secondary market sale would be 
reduced by approximately 5% to 8%.  In addition, the current 
value of a BAC may have also been reduced from the last 
selling date because there are fewer Tax Credits remaining due 
to the passage of time.

	The General Partner also believes that BAC Holders should 
carefully consider the following factors in making their own 
decisions of whether to accept or reject the Valley Creek Offer:
 
  BAC HOLDERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX 
LOSSES FROM THE BACS SHOULD THEY TENDER PURSUANT TO THE VALLEY 
CREEK OFFER.
 
  BAC Holders who tender their BACs will lose the right to 
receive any future distributions from the Partnership from any 
refinancing or sale of the Partnership's properties.  Although 
the General Partner cannot predict the future value of the 
Partnership's assets on a per BAC basis, the Purchase Price 
could differ significantly from the amount that may be 
realized from the sale or refinancing of the Partnership's 
assets.  There can be no assurance as to the timing, amount or 
occurrence of any future distributions.

  BAC Holders should consult with their respective advisors 
about the financial, tax, legal and other consequences of the 
Valley Creek Offer.

	Enclosed is a copy of the Partnership's Statement on 
Schedule 14D-9 which has been filed with the Securities and 
Exchange Commission and sets forth the Partnership's response to 
the Offer.  BAC Holders are advised to carefully read the 
Schedule 14D-9.
 
 	Please do not hesitate to call the Partnership at (800) 866-
2282 for assistance in any Partnership matter.



BOSTON CAPITAL TAX CREDIT FUND IV L.P.





13

WAS: 65170_1
17537.1332  MEL