Real Estate Associates Limited IV, a California limited partnership (the “Registrant“), owns a 99% limited partnership interest in One Madison Avenue Associates, a Maine limited partnership (“One Madison”).  One Madison owns a 27-unit apartment complex located in Madison, ME.  On August 19, 2011, the Registrant entered into an Amendment to Amended and Restated Agreement and Certificate of Limited Partnership (the “Agreement”) with Stephen W. Brown, Deborah A. Tisdale and One Madison Avenue Corporation, a Maine corporation, collectively the general partners of One Madison, and Polar Bear, LLC, a Maine limited liability company (the “Assignee”), relating to the transfer of the limited partnership interest held by the Registrant in One Madison for a total price of $75,000. The Registrant’s investment balance in One Madison was zero at June 30, 2011.

The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.3 to this report.

Item 2.01  Completion of Acquisition or Disposition of Assets

Pursuant to the terms of the Agreement, on August 19, 2011, the Registrant transferred its limited partnership interest in One Madison to the Assignee effective as of August 19, 2011 and received net proceeds of $75,000. The Registrant’s corporate general partner has evaluated the cash requirements of the Registrant and determined that the proceeds will be held in the Registrant’s reserves. 

Item 9.01   Financial Statements and Exhibits

(d)   Exhibits

10.3  Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of One Madison Avenue Associates by and between Real Estate Associates Limited IV, a California limited partnership, and Stephen W. Brown, Deborah A. Tisdale, One Madison Avenue Corporation, a Maine corporation and Polar Bear, LLC, a Maine limited liability company, dated August 19, 2011.

The agreement included as an exhibit to this Form 8-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov. 

SIGNATURE

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 hereunto duly authorized.

By:   /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: August 24, 2011