Form 10-QSB/A
                                Amendment No. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     |X|  Quarterly Report Pursuant to Section 13 or
                          15(d) of the Securities Exchange Act of
                          1934. For the quarterly period ended March
                          31, 2001

                     |_|  Transition Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934.
                          For the transition period from _______ to _______

                        Commission File Number 000-21552

                      ATEL Cash Distribution Fund IV, L.P.
             (Exact name of registrant as specified in its charter)

  California                                                 94-3145429
  ----------                                                 ----------
(State or other jurisdiction of                          (I. R. S. Employer
 incorporation or organization)                         Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (415) 989-8800



Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



The  document is  submittied  in order to correct the amounts of future  minimum
operating lease payments in Note 3 of the financial  statements included in Item
1 of this report on page 7.

                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.


                                       2
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                                  BALANCE SHEET

                                 MARCH 31, 2001
                                   (Unaudited)


                                     ASSETS


Cash and cash equivalents                                            $ 416,120

Accounts receivable                                                    326,451

Investments in leases                                                3,372,813
                                                             ------------------
Total assets                                                        $4,115,384
                                                             ==================


                       LIABILITIES AND PARTNERS' CAPITAL



Non-recourse debt                                                    $ 607,740
Accounts payable:
     General Partner                                                    30,928
     Other                                                              38,416
Accrued interest payable                                                 4,192
Unearned operating lease income                                          4,665
                                                             ------------------
Total liabilities                                                      685,941

Partners' capital:
     General Partner                                                   227,739
     Limited Partners                                                3,201,704
                                                             ------------------
Total partners' capital                                              3,429,443
                                                             ------------------
Total liabilities and partners' capital                             $4,115,384
                                                             ==================


                             See accompanying notes.




                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  2001                2000
                                                                  ----                ----
Revenues:
Leasing activities:
<S>                                                                  <C>                <C>
   Operating leases                                                  $ 148,892          $ 651,787
   Direct financing leases                                             145,610            180,615
   Gain on sale of assets                                                7,363             56,361
Interest                                                                 8,231             65,235
Other                                                                    1,038             35,189
                                                          --------------------- ------------------
                                                                       311,134            989,187
                                                          --------------------- ------------------
Expenses:
Depreciation and amortization                                          135,211            283,855
Cost reimbursements to General Partner                                 100,471             43,987
Other                                                                   36,294              7,949
Equipment and incentive management fees to General Partner              30,928             64,405
Interest                                                                13,846             59,625
Professional fees                                                        5,620             14,297
Railcar maintenance                                                          -            111,237
                                                          --------------------- ------------------
                                                                       322,370            585,355
                                                          --------------------- ------------------
Net (loss) income                                                    $ (11,236)         $ 403,832
                                                          ===================== ==================

Net (loss) income:
     General Partner                                                    $ (112)           $ 4,038
     Limited Partners                                                  (11,124)           399,794
                                                          --------------------- ------------------
                                                                     $ (11,236)         $ 403,832
                                                          ===================== ==================
Net (loss) income per Limited Partnership unit                         $ (0.00)            $ 0.05
Weighted average number of units outstanding                         7,487,350          7,487,350
</TABLE>


                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                            THREE MONTH PERIOD ENDED
                                 MARCH 31, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Limited Partners          General
                                       Units             Amount               Partner               Total
<S>                                     <C>                 <C>                     <C>              <C>
Balance December 31, 2000               7,487,350           $4,546,863              $227,851         $4,774,714
Distributions to limited partners                           (1,334,035)                    -         (1,334,035)
Net loss                                                       (11,124)                 (112)           (11,236)
                                  ---------------- -------------------- --------------------- ------------------
Balance March 31, 2001                  7,487,350          $ 3,201,704             $ 227,739         $3,429,443
                                  ================ ==================== ===================== ==================
</TABLE>

                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2001 AND 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
Operating activities:                                                                 2001                2000
                                                                                      ----                ----
<S>                                                                                      <C>                <C>
Net (loss) income                                                                        $ (11,236)         $ 403,832
Adjustments to reconcile net (loss) income to net cash provided by operations:
   Depreciation and amortization                                                           135,211            283,855
   Gain on sale of asset                                                                    (7,363)           (56,361)
   Changes in operating assets and liabilities:
     Accounts receivable                                                                 1,897,542          1,166,377
     Bank overdrafts                                                                      (230,243)                 -
     Accounts payable, General Partner                                                      (1,794)            30,226
     Accounts payable, other                                                               (54,703)          (184,848)
     Accrued interest payable                                                               (1,264)            (1,559)
     Unearned operating lease income                                                       (49,580)           (51,507)
                                                                              --------------------- ------------------
Net cash from operations                                                                 1,676,570          1,590,015
                                                                              --------------------- ------------------

Investing activities:
Reduction in investment in direct financing leases                                          84,163            229,860
Proceeds from sales of lease assets                                                        135,644            149,608
                                                                              --------------------- ------------------
Net cash provided by investing activities                                                  219,807            379,468
                                                                              --------------------- ------------------

Financing activities:
Distributions to limited partners                                                       (1,334,035)        (2,620,630)
Repayment of non-recourse debt                                                            (201,667)          (384,288)
                                                                              --------------------- ------------------
Net cash used in financing activities                                                   (1,535,702)        (3,004,918)
                                                                              --------------------- ------------------

Net increase (decrease) in cash and cash equivalents                                       360,675         (1,035,435)
Cash and cash equivalents at beginning of period                                            55,445          5,864,559
                                                                              --------------------- ------------------
Cash and cash equivalents at end of period                                               $ 416,120         $4,829,124
                                                                              ===================== ==================

Supplemental disclosures of cash flow information:
Cash paid during period for interest                                                      $ 15,110           $ 61,184
                                                                              ===================== ==================
</TABLE>



                             See accompanying notes.



                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10KSB.


2. Organization and partnership matters:

ATEL Cash  Distribution  Fund IV, L.P. (the  Partnership),  was formed under the
laws of the State of  California  on  September  19,  1991,  for the  purpose of
acquiring  equipment  to  engage in  equipment  leasing  and  sales  activities.
Contributions in the aggregate of $600 were received as of October 8, 1991, $100
of which  represented the General  Partner's  continuing  interest,  and $500 of
which represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of $1,200,000 and the receipt of the proceeds  thereof on March 6, 1992,
the Partnership commenced operations.

The Partnership's business consists of leasing various types of equipment.


3. Investment in leases:

The Partnership's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                                  Depreciation
                                                                  Expense and           Reclassi-
                                             December 31,        Amortization         fications and          March 31,
                                                  2000             of Leases           Dispositions            2001
                                                  ----             ---------       -   -------------           ----
<S>                                              <C>                   <C>                    <C>               <C>
Net investment in operating leases               $ 2,589,544           $ (132,058)            $ (49,937)        $2,407,549
Net investment in direct financing leases          1,674,127              (84,163)              (78,344)         1,511,620
Reserve for losses                                  (584,871)                   -                     -           (584,871)
Assets held for sale or lease                         11,108                    -                     -             11,108
Initial direct costs, net of accumulated
   amortization of $99,456 in 2000 and
    $102,609 in 2001                                  30,560               (3,153)                    -             27,407
                                           ------------------ -------------------- --------------------- ------------------
                                                 $ 3,720,468           $ (219,374)           $ (128,281)        $3,372,813
                                           ================== ==================== ===================== ==================
</TABLE>







                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)

3. Investment in leases (continued):

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 2000,
acquisitions and dispositions  during the quarter ended March 31, 2001 and as of
March 31, 2001.

<TABLE>
<CAPTION>
                                                                         Reclassi-
                                 December 31,                          fications and          March 31,
                                   2000           Depreciation          Dispositions            2001
                                   ----           ------------      -   -------------           ----
<S>                               <C>                   <C>                    <C>               <C>
Transportation                    $ 3,196,692                                 $ (124,809)        $3,071,883
Construction                        1,756,195                                          -          1,756,195
Manufacturing                         457,670                                          -            457,670
Materials handling                    291,920                                          -            291,920
Other                                  26,092                                          -             26,092
                              ---------------- -------------------- --------------------- ------------------
                                    5,728,569                                   (124,809)         5,603,760
Less accumulated depreciation      (3,139,025)          $ (132,058)               74,872         (3,196,211)
                              ---------------- -------------------- --------------------- ------------------
                                  $ 2,589,544           $ (132,058)            $ (49,937)        $2,407,549
                              ================ ==================== ===================== ==================
</TABLE>

All of the property on operating  leases was acquired during 1992,  1993,  1994,
1995 and 1996.

At March 31, 2001, the aggregate amounts of future minimum lease payments are as
follows:

    Year ending      Operating     Direct Financing
    December 31,       Leases             Leases                Total
    ------------       ------             ------                -----
            2001         $ 731,202            $ 585,142           $ 1,316,344
            2002           745,507              561,360             1,306,867
            2003           574,875              561,360             1,136,235
            2004                 -              424,000               424,000
                   ---------------- -------------------- ---------------------
                       $ 2,051,584          $ 2,131,862          $  4,183,446
                   ================ ==================== =====================














                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.5% to 8.85%.

Future minimum principal payments of non-recourse debt are as follows:

     Year ending
    December 31,      Principal          Interest               Total
    ------------      ---------          --------               -----
            2001         $ 313,344             $ 26,727             $ 340,071
            2002           187,916               18,137               206,053
            2003           106,480                2,860               109,340
                   ---------------- -------------------- ---------------------
                         $ 607,740             $ 47,724             $ 655,464
                   ================ ==================== =====================


5.  Related party transactions:

The terms of the Limited Partnership  Agreement provide that the General Partner
and/or   Affiliates   are  entitled  to  receive   certain  fees  for  equipment
acquisition, management and resale and for management of the Partnership.

The General Partner and/or Affiliates earned the following fees, commissions and
reimbursements, pursuant to the Limited Partnership Agreement as follows:

<TABLE>
<CAPTION>
                                                                                        2001                2000
                                                                                        ----                ----
<S>                                                                                         <C>                 <C>
Incentive  management  fees  (computed  as  5% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                            $ 30,928            $64,405


Costs reimbursed to General Partner                                                          100,471             43,987
                                                                                --------------------- ------------------
                                                                                           $ 131,399          $ 108,392
                                                                                ===================== ==================
</TABLE>










                                       7
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations


Capital Resources and Liquidity

During 2001, the Partnership's primary source of liquidity was rents from direct
financing and operating leases. During 2000, the Partnership's primary source of
liquidity was rents from operating leases. The liquidity of the Partnership will
vary in the  future,  increasing  to the extent  cash flows from  leases  exceed
expenses and proceeds from lease asset sales,  and  decreasing as  distributions
are made to the limited  partners and to the extent  expenses  exceed cash flows
from leases and proceeds from lease asset sales.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the  initial  lease  terms  expire the  Partnership  will  re-lease  or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The  General  Partners  envision no such  requirements  for
operating purposes.

Through March 31, 2000, the Partnership had borrowed  approximately  $38,342,000
with a remaining unpaid balance of approximately $608,000.  Borrowings are to be
generally  non-recourse  to the  Partnership,  that is, the only recourse of the
lender  for a default  by the  lessee  on the  underlying  lease  will be to the
equipment or  corresponding  lease acquired with the loan proceeds.  The General
Partners  expect that aggregate  borrowings in the future will not exceed 40% of
aggregate  equipment  cost. In any event,  the Agreement of Limited  Partnership
limits such borrowings to 40% of the total cost of equipment, in aggregate.

No commitments of capital have been made or are expected to be made.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.


Cash Flows

In 2001,  the  primary  sources of cash from  operations  were rents from direct
financing and operating  leases.  Rents from  operating  leases were the primary
sources of cash flows from  operations in the first quarter of 2000. The amounts
of such rents decreased from $832,402 in 2000 to $294,502 in 2001, a decrease of
$537,900.

Sources of cash from  investing  activities  in 2001 and 2000  consisted  of the
proceeds  of the sales of lease  assets  and cash flows  from  direct  financing
leases.  Proceeds  from  the  sales  of  lease  assets  are not  expected  to be
consistent from one period to another.  Cash flows from direct  financing leases
decreased by $145,697.  Lease rents have declined due to lease  terminations and
sales of assets.



                                       8
<PAGE>

In the first quarter of 2001 and 2000,  there were no financing  sources of cash
flows.  Repayments  of  non-recourse  debt  have  decreased  as a result  of the
scheduled debt payments.  In 2001, no distributions were made from first quarter
operations. As a result, distributions decreased compared to 2000.


Results of Operations

Operations  in the  first  quarter  of 2001  resulted  in a net loss of  $11,236
compared to net income of $403,832 in 2000.

Operating lease revenues and the related  depreciation expense have decreased as
a result of asset  sales  over the last  year.  Sales of these  assets  were not
significant in the first quarter of 2001. Sales of assets are not expected to be
consistent from one period to another.

Depreciation  expense has  decreased as a result of operating  lease asset sales
over the last year.

As scheduled debt payments have been made over the last year, debt balances have
been significantly reduced. As a result, interest expense has decreased compared
to the prior year.

Total  distributions to the Limited Partners decreased  significantly  leading a
reduction in the incentive  management fee. Incentive  management fees decreased
from $37,241 in 2000 to $18,692 in 2001.  Equipment  management fees are related
to gross  lease  rents and as those  rents have  decreased  as a result of asset
sales, the fees have decreased from $25,842 in 2000 to $10,252 in 2001.

In the first quarter of 2000, the Partnership  incurred  $111,237 of maintenance
costs  related to rail cars that it owned at that time.  The  related  rail cars
were sold later in 2000 and there were no similar costs in 2001.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No material legal  proceedings are currently  pending against the Partnership or
against  any of its assets.  The  following  is a  discussion  of legal  matters
involving  the  Partnership  but  which  do not  represent  claims  against  the
Partnership or its assets.

On December  31,  1997,  Quaker Coal  Company  requested a  moratorium  on lease
payments from January  through  March 1998.  No lease  payments were made by the
lessee through June of 1998, and as a result,  the General Partner  declared the
lease in default.  Subsequently,  the lessee cured the outstanding  payments and
eventually  satisfied  substantially  all lease  payments  due under the  Lease;
however,  the  General  Partner  refused to waive the  default  and  insisted on
contractual damages. The General Partner filed a suit against the lessee for its
contractual  damages in the U.S.  District  Court of  Northern  California  (the
"Court")  (Case No.  98-02971  THE).  On June 16,  2000,  the  lessee  filed for
protection  under Chapter 11 of the U.S.  Bankruptcy  Code. The amounts of these
damages have not been included in the financial  statements  included in Part I,
Item 1 of this report.

The Partnership  obtained a stipulation for relief from the automatic bankruptcy
stay to allow the Court to issue its ruling,  and filed a request to participate
on the Official Committee of Unsecured Creditors in the bankruptcy  proceedings.
The Partnership  succeeded upon securing the return of its equipment,  which has
been liquidated,  netting  approximately 17% of the original equipment cost. The
Court  issued a ruling on March 4, 2001,  denying  the  Partnership's  claim for
damages.  The Lessee  subsequently  filed a claim against the  Partnership,  for
reimbursement  of its legal expenses.  The General Partner  believes the Court's
decision is erroneous,  as a matter law, and has filed an appeal of the decision
in the U.S. District Court of Appeals.  Currently, the likelihood of recovery of
amounts above the payment of the lease rent and the liquidation of the equipment
is speculative and highly uncertain.



                                       9
<PAGE>

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

Item 4. Submission Of Matters To A Vote Of Security Holders.

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits And Reports On Form 8-K.

      (a)Documents filed as a part of this report

      1.  Financial Statements

          Included in Part I of this report:

          Balance Sheet, March 31, 2001.
          Income statements for the three month periods ended March 31, 2001
               and 2000.
          Statement of changes in partners' capital for the three months ended
               March 31, 2001.
          Statements of cash flows for the three month periods ended March 31,
               2001 and 2000.
          Notes to the Financial Statements

      2.  Financial Statement Schedules

          All other  schedules for which  provision is made in the  applicable
          accounting regulations of the Securities and Exchange Commission are
          not required under the related instructions or are inapplicable, and
          therefore have been omitted.



                                (b) Report on Form 8-K
                                    None



                                       10
<PAGE>

                                   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.


Date:
May 11, 2001

                     ATEL CASH DISTRIBUTION FUND IV, L.P.
                                 (Registrant)



         By:  ATEL Financial Corporation
              General Partner of Registrant




                          By:   /s/ Dean L. Cash
                                -------------------------------------
                                Dean L. Cash
                                President and Chief Executive Officer
                                of General Partner




         By:  /s/ Paritosh K. Choksi
              -----------------------------------
              Paritosh K. Choksi
              Principal financial officer
              of registrant




         By:  /s/ Donald E. Carpenter
              -----------------------------------
              Donald E. Carpenter
              Principal accounting
              officer of registrant

                                       11
<PAGE>