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 March 31, 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 March 31, 2004 was
7,487,350.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.


  Index


Part I. Financial Information

Item 1. Financial Statements (Unaudited)

          Balance Sheet, March 31, 2004.

          Income Statements for the three month periods ended March 31, 2004 and
          2003.

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

          Statements  of Cash Flows for the three month  periods ended March 31,
          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. Unregistered Sales of Equity 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

                                 MARCH 31, 2004
                                   (Unaudited)


                                     ASSETS


Cash and cash equivalents                                            $ 350,655

Accounts receivable, net of allowance for doubtful
   accounts of $2,383                                                   97,230

Investments in leases                                                1,150,153
                                                                  -------------
Total assets                                                       $ 1,598,038
                                                                  =============


                        LIABILITIES AND PARTNERS' CAPITAL


Accounts payable:
   General Partner                                                    $ 27,903
   Other                                                                27,665

Unearned operating lease income                                         41,933
                                                                  -------------
Total liabilities                                                       97,501

Partners' capital:
     General Partner                                                   245,903
     Limited Partners                                                1,254,634
                                                                  -------------
Total partners' capital                                              1,500,537
                                                                  -------------
Total liabilities and partners' capital                            $ 1,598,038
                                                                  =============


                             See accompanying notes.




                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2004 AND 2003
                                   (Unaudited)


                                                    2004             2003
Revenues:
Leasing activities:
   Operating leases                                   $ 21,631        $ 111,293
   Direct financing leases                             150,229          196,206
   Gain on sale of assets                               21,510           30,119
Interest                                                 1,063            2,850
Other                                                   34,081               42
                                              ----------------- ----------------
                                                       228,514          340,510
                                              ----------------- ----------------
Expenses:
Cost reimbursements to General Partner                  82,165           93,982
Professional fees                                       12,019           18,063
Depreciation of operating lease assets                   7,950           76,208
Outside services                                         4,765           11,371
Bank charges                                             4,673              567
Other                                                    5,728            4,752
Recovery of provision for doubtful accounts                  -          (20,000)
Amortization of initial direct costs                         -            2,627
                                              ----------------- ----------------
                                                       117,300          187,570
                                              ----------------- ----------------
Net income                                           $ 111,214        $ 152,940
                                              ================= ================

Net income
     General Partner                                   $ 1,112          $ 1,529
     Limited Partners                                  110,102          151,411
                                              ----------------- ----------------
                                                     $ 111,214        $ 152,940
                                              ================= ================

Net income per Limited Partnership unit                 $ 0.01           $ 0.02

Weighted average number of units outstanding         7,487,350        7,487,350


                             See accompanying notes.



                                       4
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2003
                                   AND FOR THE
                            THREE MONTH PERIOD ENDED
                                 MARCH 31, 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                                        -          110,102             1,112          111,214
                                   -----------------  --------------- ----------------- ----------------
Balance March 31, 2004                    7,487,350       $1,254,634         $ 245,903      $ 1,500,537
                                   =================  =============== ================= ================
</TABLE>






                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2004 AND 2003
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                        2004             2003
Operating activities:
<S>                                                                      <C>              <C>
Net income                                                               $ 111,214        $ 152,940
Adjustments to reconcile net income to cash provided by operating
   activities:
   Gain on sale of asset                                                   (21,510)         (30,119)
   Depreciation of operating lease assets                                    7,950           76,208
   Recovery of provision for doubtful accounts                                   -          (20,000)
   Amortization of initial direct costs                                          -            2,627
   Changes in operating assets and liabilities:
     Accounts receivable                                                    12,943          (28,493)
     Accounts payable, General Partner                                     (12,297)               -
     Accounts payable, other                                               (32,437)          (2,894)
     Unearned operating lease income                                         9,960          (25,257)
                                                                  ----------------- ----------------
Net cash provided by operating activities                                   75,823          125,012
                                                                  ----------------- ----------------

Investing activities:
Reduction in net investment in direct financing leases                      65,698           30,014
Proceeds from sales of lease assets                                         30,847           51,923
                                                                  ----------------- ----------------
Net cash provided by investing activities                                   96,545           81,937
                                                                  ----------------- ----------------

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 in cash and cash equivalents                                 (952,415)      (1,480,555)
Cash and cash equivalents at beginning of period                         1,303,070        2,200,154
                                                                  ----------------- ----------------
Cash and cash equivalents at end of period                               $ 350,655        $ 719,599
                                                                  ================= ================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                       $ -         $ 16,690
                                                                  ================= ================
</TABLE>



                             See accompanying notes.





                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 March 31, 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 shall 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

                                 MARCH 31, 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       March 31,
                                               2003             Leases         Dispositions         2004

<S>                                           <C>                <C>                     <C>        <C>
Net investment in direct financing leases     $ 1,040,685        $ (65,698)              $ -        $ 974,987
Net investment in operating leases                192,453           (7,950)           (9,337)         175,166
                                         -----------------  --------------- ----------------- ----------------
                                              $ 1,233,138        $ (73,648)         $ (9,337)     $ 1,150,153
                                         =================  =============== ================= ================
</TABLE>

Property subject to operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                    Reclassi-
                                  December 31,    Depreciation    fications and       March 31,
                                    2003            Expense        Dispositions         2004

<S>                                <C>                      <C>         <C>            <C>
Transportation                     $ 1,466,842              $ -         $ (91,729)     $ 1,375,113
Manufacturing                          457,670                -                 -          457,670
Construction                            35,920                -                 -           35,920
                              -----------------  --------------- ----------------- ----------------
                                     1,960,432                            (91,729)       1,868,703
Less accumulated depreciation       (1,767,979)          (7,950)           82,392       (1,693,537)
                              -----------------  --------------- ----------------- ----------------
                                     $ 192,453         $ (7,950)         $ (9,337)       $ 175,166
                              =================  =============== ================= ================
</TABLE>



                                       8
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2004
                                   (Unaudited)


3. Investment in leases (continued):

Direct financing leases:

As of March  31,  2004,  investment  in  direct  financing  leases  consists  of
materials  handling  equipment and rail cars. The following lists the components
of the Partnership's investment in direct financing leases as of March 31, 2004:

Total minimum lease payments receivable                              $ 376,473
Estimated residual values of leased equipment (unguaranteed)           895,961
                                                              -----------------
Investment in direct financing leases                                1,272,434
Less unearned income                                                  (297,447)
                                                              -----------------
Net investment in direct financing leases                            $ 974,987
                                                              =================

At March 31, 2004, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                      Operating     Direct Financing
                                        Leases           Leases            Total
<S>                                       <C>              <C>              <C>
Nine months ending December 31, 2004      $ 32,901         $ 376,473        $ 409,374
                                    --------------- ----------------- ----------------
                                          $ 32,901         $ 376,473        $ 409,374
                                    =============== ================= ================
</TABLE>

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


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).



                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2004
                                   (Unaudited)


4.  Related party transactions (continued):

During 2001, AFS decided to take no further fees from the Partnership. Such fees
would otherwise have totaled  approximately $4,726 and $8,456 in the three month
periods ended March 31, 2004 and 2003, respectively.

AFS and/or affiliates earned fees,  commissions and reimbursements,  pursuant to
the Limited  Partnership  Agreement.  Cost reimbursement to AFS were $82,165 and
$93,982 in the three months ended March 31, 2004 and 2003, respectively.


5.  Partners' Capital:

As of March 31, 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:

                                                      Three Months
                                                     Ended March 31,
                                                  2004             2003

Distributions                                  $1,124,783       $ 1,687,504
Weighted average number of Units outstanding    7,487,350         7,487,350
Weighted average distributions per Unit            $ 0.15            $ 0.23







                                       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 the first quarters of 2004 and 2003, the  Partnership's  primary activity
was engaging in equipment leasing activities.  During those same periods in 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
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 AFS' success in selling or  re-leasing  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. AFS envisions no such requirements for operating purposes.

Through March 31, 2004, the Partnership had 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 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 the  first  quarters  of 2004 and  2003,  the  primary  sources  of cash from
operations were rents from direct financing and operating leases. Direct finance
lease rents  decreased from $196,206 in the first quarter of 2003 to $150,229 in
the first  quarter of 2004, a decrease of $45,977.  Cash from  operating  leases
decreased  from  $111,293  in the first  quarter of 2003 to $21,631 in the first
quarter of 2004, a decrease of $89,662.  This  decrease was a result of maturing
of direct finance and operating  leases and sales of the related assets over the
prior year.

Sources of cash from investing activities in the first quarters of 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 $30,014 in the first  quarter of 2003 to $65,698 for the
same period in 2004. 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 the first quarters of 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



                                       11
<PAGE>

Operations  in the first  quarter of 2003  resulted  in a net income of $152,940
compared to net income of $111,214 in 2004.  Revenues decreased from $340,510 in
2003 to $228,514 in 2004, a decrease of $111,996.  This  decrease was  partially
offset by decreases in expenses,  most notably,  depreciation of operating lease
assets.  Depreciation decreased by $68,258 in the first quarter of 2004 compared
to the same period in 2003. 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  decreased  from $30,119 in 2003 to $21,510 in
2004.  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.

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.

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 March 31, 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.


       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.



                                       12
<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 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
<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, 2004

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



  By:     ATEL Financial Services LLC
          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




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