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)

None

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

As of June 2004 Boston Capital Tax Credit Fund IV L.P., a Delaware limited partnership, specifically Series 46 thereof, entered into various agreements relating to Elma Gardens of Grays Harbor Limited Partnership, a Washington limited partnership (the "Operating Partnership") on behalf of Series 46 of the Partnership, including the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of June 1, 2004 (the "Operating Partnership Agreement"), pursuant to which Series 46 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 36 unit apartment complex for senior citizens located at Elma in Grays Harbor County, WA, which is known as Elma Gardens Apartments (the "Apartment Complex"). The Apartment Complex consists of 7 buildings containing 31 one-bedroom units and 5 two-bedroom units. Amenities include a community room, full kitchen, leasing office, 29 parking spaces, and common laundry facility. Construction of the Apartment Complex commenced in September 2003 and was completed in January 2004. 100% Occupancy was achieved in January 2004.

The Operating Partnership expects to receive permanent financing in the amount of $715,475 (the "Permanent Mortgage") from Rural Development. The Permanent Mortgage is expected to bear interest at 1.00% per annum payable over a 50 year amortization period and a 30 year term. The Operating Partnership also expects to receive permanent financing in the amount of $100,000 (the "Second Permanent Mortgage") from WCRA. The Permanent Mortgage is expected to bear interest at 7.75% per annum payable over a 30 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 Shelter America group, (the "General Partner"). The principal of the General Partner is Sherman B. Kellar.

Series 46 acquired its interest in the Operating Partnership directly from the Operating Partnership in consideration of an agreement to make a Capital Contribution of $576,033 to the Operating Partnership in 2 installments as follows:

The First Installment has been paid by Series 46.

The total Capital Contribution of Series 46 to the Operating Partnership is based on the Operating Partnership receiving $748,170 in Tax Credits during the 10-year period commencing in January 2004 of which 99.99% ($748,095) will be allocated to Series 46 as the Investment Limited Partner of the Operating Partnership.

Series 46 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:

The Special Limited Partner of the Operating Partnership is BCTC 94, Inc., an affiliate of Series 46.

Series 46 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 2004 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 $800. The Asset Management Fee for each Fiscal Year will be payable from Cash Flow in the manner and priority set forth in Section 10.3(a) 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 2004 for services in connection with the administration of the day-to-day business of the Operating Partnership in an annual amount equal to $1,700. 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 10.3(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 $190,507. The Development Fee, of which $20,105 is deferred, shall be due and payable only in accordance with Section 6 of the Development Agreement and, if not sooner paid, the total amount then outstanding will be payable on the tenth (10^th) anniversary of the end of the Tax Credit Period from the proceeds of an additional General Partner Capital Contribution.