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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                FORM 8-K/A NO. 1

                                 CURRENT REPORT

                    Pursuant to Section 13 or 15 (d) of the
                        Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)      March 10, 1997
                                                  ------------------------------
                   CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
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            (Exact name of registrant as specified in its charter)

          DELAWARE                       333-9371                 38-3304095
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(State or other jurisdiction       (Commission File No.)        (IRS Employer 
     of incorporation)                                       Identification No.)
                      


24 FRANK LLOYD WRIGHT DR. , P.O. BOX 544, ANN ARBOR, MI                48106
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          (Address of principal executive offices)                   (Zip Code)


Registrant's telephone                             
number, including area code:)  (313) 994-5505  (800) 522-7832
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                               Not Applicable
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          (Former name or former address, if changed since last report)





















    This document contains 4 pages.  There are no exhibits attached hereto.



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Item 2. Acquisition of Assets

     Capitalized terms not otherwise defined herein shall have the same meaning
as in the prospectus of Captec Franchise Capital Partners L.P. IV (the
"Partnership") dated December 23, 1997, as supplemented to date (the
"Prospectus").

     On March 10, 1997 the Partnership acquired the land and 3,035 square foot
building comprising a Boston Market restaurant located at 1201 S. Broadway,
Rochester, Minnesota (the "Minnesota Property").  Details of this acquisition
were previously reported under cover of Form 8-K dated April 10, 1997, as an
Item 5.  This Form 8-K/A No. 1 amends the prior Form 8-K to include the
acquisition of the Minnesota Property as an Item 2 and to include pro forma
financial information.


Item 7. Financial Statements and Exhibits

     (b)  Pro forma financial information.

            FORCASTED STATEMENT OF TAXABLE OPERATING RESULTS
             FOR THE TWELVE MONTH PERIOD ENDING MARCH 31, 1998
                                  (unaudited)



                                                                       

                                                                       12 Months
                                                                       ---------

                                                                    
                     Revenue:
                           Base rent                                   $101,220

                     Expenses:
                           Asset management fee                           1,012
                                                                       --------

                     Operating Cash Flow                                100,208

                     Less:
                           Depreciation                                  15,744
                                                                       --------

                     Net taxable operating Income                      $ 84,464
                                                                       ========




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           NOTES TO FORECASTED STATEMENT OF TAXABLE OPERATING RESULTS
               FOR THE TWELVE MONTH PERIOD ENDING MARCH 31, 1998



1.   Rental Revenue

     Projected revenue is based upon monthly rent of $8,435, as stated in the
     lease.

2.   Property Operating Expense

     The Minnesota Property will be leased to Finest Foodservice, L.L.C.
     ("Finest Foodservice")  under an absolute net lease whereby Finest
     Foodservice is obligated to pay all expenses related to the Minnesota
     Property, including taxes, insurance, maintenance and repair costs.  The
     Partnership will not be responsible for operating expenses attendant to
     the ownership of the Minnesota Property, except for asset management fees.

3.   Asset Management Fee Expense

     An asset management fee is payable to an affiliate of the Managing General
     Partner in an amount equal to 1% of rental revenue.  Payment of such fee
     is subordinated to receipt by the Limited Partners of their 10% Current
     Preferred Return.

4.   Depreciation

     For the purpose of presenting pro-forma depreciation, it has been assumed
     that the purchase price of the Minnesota Property will be allocated as
     follows: $614,000 to the building and improvements and $350,000 to the
     land.  Generally, the method for depreciation of the building and
     improvements will be straight-line over 39 years.  The land is not
     depreciated.

















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                                   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 thereunto duly authorized.




                                  By:  Captec Franchise Capital Corporation IV
                                       Managing General Partner of
                                       Captec Franchise Capital Partners L.P. IV



                                  By:  /s/  W. Ross Martin                    
                                       -----------------------------------------
                                       W. Ross Martin
                                       Chief Financial Officer and Sr. 
                                       Vice President, a duly authorized officer

                                  Date: May 6, 1997


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