Form 10-QSB

                       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
                June 30, 2004

            |_| 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.)

     600 California Street, 6th Floor, San Francisco, California 94108-2733
     ----------------------------------------------------------------------
                    (Address of principal executive offices)

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

        Securities registered pursuant to section 12(b) of the Act: None

Securities  registered pursuant to section 12(g) of the Act: Limited Partnership
Units

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 |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

State issuer's revenues for its most recent fiscal year: $1,130,938

The number of Limited  Partnership  Units  outstanding  as of June 30,  2004 was
7,487,350.

           DOCUMENTS INCORPORATED BY REFERENCE

None






                                       1
<PAGE>

  Index


Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Balance Sheet, June 30, 2004.

Income Statements for the six and three month periods ended June 30, 2004 and
2003.

Statements of Changes in Partners' Capital for the year ended December 31, 2003
and for the six month period ended June 30, 2004.

Statements of Cash Flows for the six and three month periods ended June 30, 2004
and 2003.

Notes to the Financial Statements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

Part II. Other Information

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits




                                       2
<PAGE>

              Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).


                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                                  BALANCE SHEET

                                 JUNE 30, 2004
                                   (Unaudited)


                                     ASSETS


<TABLE>
<CAPTION>
<S>                                                                       <C>
Cash and cash equivalents                                                   $ 556,809

Accounts receivable, net of allowance for doubtful accounts of $2,383          83,171

Investments in leases                                                       1,028,979
                                                                     -----------------
Total assets                                                              $ 1,668,959
                                                                     =================


                        LIABILITIES AND PARTNERS' CAPITAL


Accounts payable:
   General Partner                                                           $ 23,617
   Other                                                                       37,207
Unearned operating lease income                                                   580
                                                                     -----------------
Total liabilities                                                              61,404

Partners' capital:
     General Partner                                                          246,973
     Limited Partners                                                       1,360,582
                                                                     -----------------
Total partners' capital                                                     1,607,555
                                                                     -----------------
Total liabilities and partners' capital                                   $ 1,668,959
                                                                     =================
</TABLE>


                             See accompanying notes.




                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                                INCOME STATEMENTS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Six Months                        Three Months
                                                                     Ended June 30,                     Ended June 30,
                                                                     --------------                     --------------
                                                                  2004             2003             2004              2003
                                                                  ----             ----             ----              ----
Revenues:
Leasing activities:
<S>                                                                <C>              <C>              <C>               <C>
   Direct financing leases                                         $ 281,801        $ 384,448        $ 131,572         $ 188,242
   Operating leases                                                   54,732          238,719           33,102           127,426
   Gain on sale of assets                                             26,717           58,572            5,207            28,453
Interest                                                               1,787            4,793              724             1,943
Other                                                                 34,107              123               26                81
                                                            ----------------- ---------------- ---------------- -----------------
                                                                     399,144          686,655          170,631           346,145
                                                            ----------------- ---------------- ---------------- -----------------
Expenses:
Cost reimbursements to General Partner                               150,400          221,833           68,236           127,851
Recovery of provision for doubtful accounts                          (41,250)         (24,000)         (41,250)           (4,000)
Professional fees                                                     20,581           32,020            8,562            13,957
Depreciation of operating lease assets                                13,053          147,494            5,104            71,285
Amortization of initial direct costs                                       -            5,253                -             2,627
Other                                                                 38,128           38,145           22,962            21,455
                                                            ----------------- ---------------- ---------------- -----------------
                                                                     180,912          420,745           63,614           233,175
                                                            ----------------- ---------------- ---------------- -----------------
Net income                                                         $ 218,232        $ 265,910        $ 107,017         $ 112,970
                                                            ================= ================ ================ =================

Net income
     General Partner                                                 $ 2,182          $ 2,659          $ 1,070           $ 1,130
     Limited Partners                                                216,050          263,251          105,947           111,840
                                                            ----------------- ---------------- ---------------- -----------------
                                                                   $ 218,232        $ 265,910        $ 107,017         $ 112,970
                                                            ================= ================ ================ =================
Net income per Limited Partnership unit                                $0.03            $0.04            $0.01             $0.01
Weighted average number of units outstanding                       7,487,350        7,487,350        7,487,350         7,487,350
</TABLE>


                             See accompanying notes.



                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2003
                       AND FOR THE SIX MONTH PERIOD ENDED
                                  JUNE 30, 2004

                                   (Unaudited)


<TABLE>
<CAPTION>
                                             Limited Partners            General
                                       Units            Amount           Partner           Total
<S>                                      <C>             <C>                <C>            <C>
Balance December 31, 2002                7,487,350       $3,626,691         $241,456       $ 3,868,147

Distributions to Limited Partners                -       (1,687,504)               -        (1,687,504)
Net income                                       -          330,128            3,335           333,463
                                  ----------------- ---------------- ---------------- -----------------
Balance December 31, 2003                7,487,350        2,269,315          244,791         2,514,106

Distributions to limited partners                -       (1,124,783)               -        (1,124,783)
Net income                                       -          216,050            2,182           218,232
                                  ----------------- ---------------- ---------------- -----------------
Balance June 30, 2004                    7,487,350       $1,360,582        $ 246,973       $ 1,607,555
                                  ================= ================ ================ =================
</TABLE>





                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                            STATEMENTS OF CASH FLOWS

                     SIX MONTH AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2004 AND 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Six Months                        Three Months
                                                                     Ended June 30,                     Ended June 30,
Operating activities:                                             2004             2003             2004              2003
                                                                  ----             ----             ----              ----
<S>                                                                <C>              <C>              <C>               <C>
Net income                                                         $ 218,232        $ 265,910        $ 107,017         $ 112,970
Adjustments to reconcile net income to
   net cash provided by operations:
   Gain on sale of assets                                            (26,717)         (58,572)          (5,207)          (28,453)
   Depreciation of operating lease assets                             13,053          147,494            5,104            71,285
   Recovery of provision for doubtful accounts                       (41,250)         (24,000)         (41,250)           (4,000)
   Amortization of initial direct costs                                    -            5,253                -             2,627
   Changes in operating assets and liabilities:
     Accounts receivable                                              68,252            7,616           55,309            36,109
     Accounts payable, General Partner                               (16,583)               -           (4,286)                -
     Accounts payable, other                                         (22,895)          (3,732)           9,542              (838)
     Unearned operating lease income                                 (31,393)         (57,989)         (41,353)          (32,732)
                                                            ----------------- ---------------- ---------------- -----------------
Net cash provided by operating activities                            160,699          281,980           84,876           156,968
                                                            ----------------- ---------------- ---------------- -----------------

Investing activities:
Reduction in net investment in direct financing leases               145,185           67,433           79,487            37,419
Proceeds from sales of lease assets                                   72,638           98,579           41,791            46,656
                                                            ----------------- ---------------- ---------------- -----------------
Net cash provided by investing activities                            217,823          166,012          121,278            84,075
                                                            ----------------- ---------------- ---------------- -----------------

Financing activities:
Distributions to limited partners                                 (1,124,783)      (1,687,504)               -                 -
                                                            ----------------- ---------------- ---------------- -----------------
Net cash used in financing activities                             (1,124,783)      (1,687,504)               -                 -
                                                            ----------------- ---------------- ---------------- -----------------

Net (decrease) increase  in cash and
   cash equivalents                                                 (746,261)      (1,239,512)         206,154           241,043
Cash and cash equivalents at
   beginning of period                                             1,303,070        2,200,154          350,655           719,599
                                                            ----------------- ---------------- ---------------- -----------------
Cash and cash equivalents at end of
   period                                                          $ 556,809        $ 960,642        $ 556,809         $ 960,642
                                                            ================= ================ ================ =================
</TABLE>



                             See accompanying notes.




                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 2004
                                   (Unaudited)


1. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States (GAAP) for
interim  financial  information and with instructions to Form 10-QSB and Article
10 of Regulation S-X. The unaudited  interim  financial  statements  reflect all
adjustments  which are, in the opinion of the General  Partner,  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.  The
preparation of financial  statements in accordance with GAAP requires management
to make estimates and assumptions  that effect reported amounts in the financial
statements and accompanying notes.  Therefore,  actual results could differ from
those estimates.  Operating results for the three months ended June 30, 2004 are
not necessarily indicative of the results for the year ending December 31, 2004.

These unaudited interim financial  statements should be read in conjunction with
the financial  statements and notes thereto contained in the report on Form 10-K
for the year ended  December 31, 2003,  filed with the  Securities  and Exchange
Commission.


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.  The
Partnership may continue until December 31, 2021.

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  does not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their  individual  tax
returns.

ATEL Financial  Services,  LLC (AFS), an affiliated entity,  acts as the General
Partner of the Partnership.

Certain  prior year balances  have been  reclassified  to conform to the current
period presentation.

The  Partnership  is in the  final  stage  of  its  liquidation  and  is  making
distributions on an annual basis.



                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 2004
                                   (Unaudited)


3. Investment in leases:

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

<TABLE>
<CAPTION>
                                                             Depreciation
                                                              Expense or
                                                            Amortization of     Reclassi-
                                            December 31,    Direct Financing  fications and       June 30,
                                                2003            Leases        Dispositions          2004
                                                ----            ------       --------------         ----
<S>                                            <C>               <C>               <C>               <C>
Net investment in direct financing leases      $ 1,040,685       $ (145,185)       $ (19,803)        $ 875,697
Net investment in operating leases                 192,453          (13,053)         (26,118)          153,282
                                          ----------------- ---------------- ---------------- -----------------
                                               $ 1,233,138       $ (158,238)       $ (45,921)      $ 1,028,979
                                          ================= ================ ================ =================
</TABLE>

Net investment in operating leases:

Property subject to operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                      Reclassi-
                                    December 31,   Depreciation     fications and       June 30,
                                      2003            Expense       Dispositions          2004
                                      ----            -------      --------------         ----
<S>                                    <C>              <C>              <C>               <C>
Transportation                       $ 1,466,842              $ -       $ (256,573)      $ 1,210,269
Manufacturing                            457,670                -                -           457,670
Construction                              35,920                -                -            35,920
                                ----------------- ---------------- ---------------- -----------------
                                       1,960,432                -         (256,573)        1,703,859
Less accumulated depreciation         (1,767,979)         (13,053)         230,455        (1,550,577)
                                ----------------- ---------------- ---------------- -----------------
                                       $ 192,453        $ (13,053)       $ (26,118)        $ 153,282
                                ================= ================ ================ =================
</TABLE>

Net investment in direct financing leases:

As of June 30, 2004, net investment in direct financing leases consists of
materials handling equipment and rail cars. The following lists the components
of the Company's investment in direct financing leases as of June 30, 2004:

Total minimum lease payments receivable                            $ 285,414
Estimated residual values of leased equipment (unguaranteed)         876,158
                                                            -----------------
Investment in direct financing leases                              1,161,572
Less unearned income                                                (285,875)
                                                            -----------------
Net investment in direct financing leases                          $ 875,697
                                                            =================

At June 30, 2004, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                       Operating     Direct Financing
                                        Leases           Leases            Total
<S>                                         <C>            <C>               <C>
Six months ending December 31, 2004         $ 1,160        $ 225,413         $ 226,573
      Year ending December 31, 2005               -           60,001            60,001
                                    ---------------- ---------------- -----------------
                                            $ 1,160        $ 285,414         $ 286,574
                                    ================ ================ =================
</TABLE>

All of the property on operating leases was acquired during 1992 through 1996.



                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 2004
                                   (Unaudited)


4.  Related party transactions:

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

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by AFS in  providing  services to the  Partnership.  Services  provided  include
Partnership  accounting,   investor  relations,  legal  counsel  and  lease  and
equipment documentation. AFS is not reimbursed for services where it is entitled
to receive a separate fee as compensation for such services, such as acquisition
and management of equipment. Reimbursable costs incurred by AFS are allocated to
the  Partnership  based upon an estimate of actual  time  incurred by  employees
working on Partnership  business and an allocation of rent and other costs based
on utilization studies.

Substantially  all employees of AFS record time incurred in performing  services
on behalf of all of the  Partnerships  serviced by AFS.  AFS  believes  that the
costs  reimbursed  are the lower of (i) actual  costs  incurred on behalf of the
Partnership  or (ii)  the  amount  the  Partnership  would  be  required  to pay
independent  parties for comparable services in the same geographic location and
are reimbursable in accordance with the Limited Partnership Agreement.

AFS  is  entitled  to  receive  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).

During 2001, AFS decided to take no further fees from the Partnership. Such fees
would otherwise have totaled approximately as follows:

                 Six Months Three Months
       Ended June 30,                      Ended June 30,
       --------------                      --------------
  2004                2003             2004             2003
  ----                ----             ----             ----
$ 9,255            $ 17,137          $ 4,529          $ 8,681

AFS and/or its affiliates earned fees, commissions and reimbursements, pursuant
to the Limited Partnership Agreement. Cost reimbursements to AFS were as
follows:

                 Six Months Three Months
       Ended June 30,                      Ended June 30,
       --------------                      --------------
  2004                2003             2004             2003
  ----                ----             ----             ----
$ 150,400         $ 221,833         $ 68,236        $ 127,851






                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 2004
                                   (Unaudited)


5.  Partners' Capital:

As of June 30, 2004,  7,487,350 Units  ($74,873,500) were issued and outstanding
(including the 50 Units issued to the Initial Limited Partners).

The Partnership's Net Income, Net Losses, and Distributions,  as defined, are to
be allocated 99% to the Limited Partners and 1% to AFS.

Distributions to the Limited Partners were as follows:

<TABLE>
<CAPTION>
                                                                       Six Months                       Three Months
                                                                     Ended June 30,                     Ended June 30,
                                                                     --------------                     --------------
                                                                  2004             2003             2004              2003
                                                                  ----             ----             ----              ----
<S>                                                             <C>                <C>             <C>              <C>
Distributions                                                    $ 1,124,783       $1,687,504              $ -               $ -
Weighted average number of Units outstanding                    7,487,350          7,487,350       7,487,350        7,487,350
Weighted average distributions per Unit                               $ 0.15           $ 0.23              $ -               $ -
</TABLE>






                                       10
<PAGE>

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

Statements  contained in this Item 2,  "Management's  Discussion and Analysis of
Financial  Condition  and Results of  Operations,"  and  elsewhere  in this Form
10-QSB, which are not historical facts, may be forward-looking  statements. Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially from those projected.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-QSB.  We undertake no obligation to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances after the date of this Form 10-QSB or to reflect the occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

During 2004 and 2003,  the  Partnership's  primary source of liquidity was rents
from direct  financing and operating  leases.  The liquidity of the  Partnership
will vary in the future,  increasing to the extent cash flows from leases exceed
expenses,  and decreasing as distributions  are made to the limited partners and
to the extent expenses exceed cash flows from leases.

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 sell the equipment.  The
future  liquidity  beyond the  contractual  minimum  rentals  will depend on the
General Partner's success in 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 June 30, 2004, the Partnership had cumulatively  borrowed  approximately
$38,342,000 all of which has been repaid.

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 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.

Cash Flows

For the six month periods ended June 30, 2004 and 2003,  the primary  sources of
cash from  operations  were rents from direct  financing and  operating  leases.
Direct finance lease rents  decreased from $384,448 in 2003 to $281,801 in 2004,
a decrease of  $102,647  for the six month  period and from  $188,242 in 2003 to
$131,572 in 2004,  a decrease of $56,670 for the three month  period.  Cash from
operating  leases  decreased  by  $183,987  from  2003 to 2004 for the six month
period and by $94,324 for the three month period.  These decreases were a result
of maturing direct finance and operating  leases and sales of the related assets
over the prior year.

Sources of cash from  investing  activities  in 2004 and 2003  consisted  of the
proceeds  of the sales of lease  assets and cash flows  from  reductions  in net
investments in direct financing leases.  Proceeds from the sales of lease assets
are not expected to be  consistent  from one period to another.  Asset sales are
made as  leases  expire,  as  purchasers  can be found  and as the  sales can be
negotiated and completed. Cash flows from direct financing leases increased from
$67,433 in the first six months of 2003 to $145,185  for the same period in 2004
and from  $37,419 to $79,487 for the three month  periods.  As direct  financing
leases mature,  an increasing  portion of the payments are treated as recoveries
of the net  investment  in the  leases  and the  amounts  recognized  as  income
decreases.

In 2004 and 2003, there were no financing sources of cash flows. The Partnership
is in the  final  stage of its  liquidation  and is making  distributions  on an
annual  basis.  The  distributions  are being paid out each January based on the
cash flows generated in the previous year.  Distributions are no longer expected
to be consistent  from one year to another as the cash flows generated in future
periods  will be  dependent  on asset  sales  and  other  factors  which are not
expected to be consistent  from one period to another.  Distributions  decreased
from $1,687,504 in 2003 to $1,124,783 in 2004, a decrease of $562,721.

Results of Operations

Operations for the six month period ended June 30, 2004 resulted in a net income
of  $218,232  compared  to net income of  $265,910  for the same period in 2003.
Operations  resulted in net income of $107,017  for the three  months ended June
30, 2004 and  $112,970  for the  comparable  period in 2003.  Although  revenues
declined by  $287,511  for the six month  period,  this  decrease  was offset by
overall  decreases  in expenses of  $239,833 in 2004  compared to 2003.  For the
three  month  periods  ended June 30,  2004 and 2003,  revenues  decreased  from
$346,145 in 2003 to $170,631 in 2004,  a decrease of  $175,514.  As with the six
month periods,  expenses  decreased  compared to 2003.  Expenses  decreased from
$233,175 in 2003 to $63,614 in 2004, a decrease of $169,561.

                                       11
<PAGE>

Most significant was the decline in depreciation  expense,  which decreased from
$147,494 in 2003 to $13,053 in 2004 for the six month  periods and from  $71,285
to $5,104 for the three month periods as a result of operating lease asset sales
over the last year. In general,  lease revenues and depreciation  have decreased
as a result of leases maturing and sales of assets over the last year.

Gains on sales from lease assets for the six month period decreased from $58,572
in 2003 to  $26,717  in 2004 and from  $28,453  to $5,207  for the  three  month
periods.  Sales of assets are not expected to be  consistent  from one period to
another  as such  sales  do not  occur  at  regular  intervals  nor are they for
consistent amounts, with no additions to operating lease assets.

In the first quarter of 2004, the Partnership received payments totaling $34,002
for deferred  maintenance on assets previously  returned to the Partnership by a
former lessee. There were no similar amounts in the comparable period in 2003.

There were  recoveries  of doubtful  accounts in the three and six month periods
ended June 30, 2003 and 2004.  The amounts of such  recoveries,  if any, are not
expected to be consistent from one period to another.

Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

The Partnership,  like most other companies, is exposed to certain market risks,
including  primarily  changes in interest rates.  The  Partnership  believes its
exposure to other market risks including  foreign  currency  exchange rate risk,
commodity  risk and equity price risk are  insignificant  to both its  financial
position and results of operations.

In general,  the  Partnership  has managed its exposure to interest rate risk by
obtaining fixed rate debt. The fixed rate debt was structured so as to match the
cash flows required to service the debt to the payment  streams under fixed rate
lease receivables. The payments under the leases were assigned to the lenders in
satisfaction of the debt.  Furthermore,  the Partnership has  historically  been
able to maintain a stable  spread  between its cost of funds and lease yields in
both periods of rising and falling rates.  As of June 30, 2004, the  Partnership
had no indebtedness to lenders.

Item 4.  Controls and procedures.

Evaluation of disclosure controls and procedures

Under  the  supervision  and  with the  participation  of our  management  (ATEL
Financial  Services,  LLC as General  Partner of the  registrant,  including the
chief  executive  officer and chief  financial  officer),  an  evaluation of the
effectiveness  of the  design  and  operation  of the  Partnership's  disclosure
controls and procedures [as defined in Rules  240.13a-14(c) under the Securities
Exchange Act of 1934] was  performed  as of the date of this report.  Based upon
this  evaluation,  the chief executive  officer and the chief financial  officer
concluded that, as of the evaluation date, except as noted below, our disclosure
controls  and   procedures   were  effective  for  the  purposes  of  recording,
processing,  summarizing,  and  timely  reporting  information  required  to  be
disclosed by us in the reports that we file under the Securities Exchange Act of
1934;  and  that  such  information  is  accumulated  and  communicated  to  our
management in order to allow timely decisions regarding required disclosure.

As disclosed in the Form 10-KSB for the year ended  December 31, 2003, the chief
executive and chief financial  officer of the General Partner of the Partnership
had identified  certain enhanced  controls needed to facilitate a more effective
closing of the Partnership's  financial statements.  During the first quarter of
2004  and  since  the  end of the  quarter,  the  General  Partner  hired  a new
controller,  added additional accounting staff personnel,  and has instituted or
revised existing procedures in order to ensure that the Partnership's ability to
execute  internal  controls  in  accounting  and  reconciliation  in the closing
process is adequate in all respects. The General Partner will continue to review
its accounting  procedures and practices to determine  their  effectiveness  and
adequacy  and will take such  steps as deemed  necessary  in the  opinion of the
General  Partner's chief  executive and chief  financial  officers to ensure the
adequacy of the Partnership's accounting controls and procedures.

The General  Partner's chief executive  officer and chief financial officer have
determined that no weakness in financial and accounting  controls and procedures
had any material effect on the accuracy and  completeness  of the  Partnership's
financial reporting and disclosure included in this report.

Changes in internal controls

There have been no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect our disclosure controls and procedures
subsequent to the evaluation date nor were there any significant deficiencies or
material  weaknesses in our internal controls,  except as described in the prior
paragraphs.




                                       12
<PAGE>

      PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

In the ordinary  course of  conducting  business,  there may be certain  claims,
suits,  and  complaints  filed  against  the  Partnership.  In  the  opinion  of
management, the outcome of such matters, if any, will not have a material impact
on the Partnership's  financial  position or results of operations.  No material
legal  proceedings are currently  pending against the Partnership or against any
of its assets.

Item 2. Changes in Securities and Use of Proceeds

         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 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.

   2.      Other Exhibits

     31.1 Certification of Paritosh K. Choksi

     31.2 Certification of Dean L. Cash

     32.1 Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash

     32.2 Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi


 (b)       Report on Form 8-K
           None



                                       13
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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.


Date:
August 11, 2004

           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


                                       14
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