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
                 September 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 September 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, September 30, 2004.

Income  Statements for the nine and three month periods ended September 30, 2004
and 2003.

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

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

Notes to 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

                               SEPTEMBER 30, 2004
                                   (Unaudited)


                                     ASSETS


Cash and cash equivalents                                            $ 677,253

Accounts receivable, net of allowance for doubtful
   accounts of $2,383                                                   42,006

Investments in leases                                                1,015,400
                                                              -----------------
Total assets                                                       $ 1,734,659
                                                              =================


                        LIABILITIES AND PARTNERS' CAPITAL


Accounts payable:
   General Partner                                                    $ 17,875
   Other                                                                28,974
Unearned operating lease income                                         11,405
                                                             -----------------
Total liabilities                                                       58,254

Partners' capital:
     General Partner                                                   247,662
     Limited Partners                                                1,428,743
                                                              -----------------
Total partners' capital                                              1,676,405
                                                              -----------------
Total liabilities and partners' capital                            $ 1,734,659
                                                              =================


                             See accompanying notes.




                                       3
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Nine Months                       Three Months
                                                    Ended September 30,                Ended September 30,
                                                   2004             2003             2004              2003
Revenues:
Leasing activities:
<S>                                                 <C>              <C>              <C>               <C>
   Direct financing leases                          $ 436,178        $ 562,847        $ 154,377         $ 178,399
   Operating leases                                    89,621          331,117           34,889            92,398
   Gain on sale of assets                              57,593           69,404           30,876            10,832
Interest                                                3,218            6,889            1,431             2,096
Other                                                  34,112            1,047                5               924
                                             ----------------- ---------------- ---------------- -----------------
                                                      620,722          971,304          221,578           284,649
                                             ----------------- ---------------- ---------------- -----------------
Expenses:
Cost reimbursements to General Partner                242,628          282,792           92,228            60,959
Recovery of provision for doubtful accounts           (41,250)         (24,000)               -                 -
Insurance                                              38,295            2,584           38,293             2,584
Professional fees                                      25,748           43,926            5,167            11,906
Depreciation of operating lease assets                 16,383          210,545            3,330            63,051
Amortization of initial direct costs                        -            7,880                -             2,627
Other                                                  51,836           67,718           13,710            29,573
                                             ----------------- ---------------- ---------------- -----------------
                                                      333,640          591,445          152,728           170,700
                                             ----------------- ---------------- ---------------- -----------------
Net income                                          $ 287,082        $ 379,859         $ 68,850         $ 113,949
                                             ================= ================ ================ =================

Net income
     General Partner                                  $ 2,871          $ 3,799            $ 689           $ 1,140
     Limited Partners                                 284,211          376,060           68,161           112,809
                                             ----------------- ---------------- ---------------- -----------------
                                                    $ 287,082        $ 379,859         $ 68,850         $ 113,949
                                             ================= ================ ================ =================
Net income per Limited Partnership unit                 $0.04            $0.05            $0.01             $0.02
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 NINE MONTH PERIOD ENDED
                               SEPTEMBER 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                                         -          284,211            2,871           287,082
                                    ----------------- ---------------- ---------------- -----------------
Balance September 30, 2004                 7,487,350       $1,428,743        $ 247,662       $ 1,676,405
                                    ================= ================ ================ =================
</TABLE>





                             See accompanying notes.


                                       5
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                            STATEMENTS OF CASH FLOWS

                    NINE MONTH AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Nine Months                       Three Months
                                                                   Ended September 30,                Ended September 30,
Operating activities:                                             2004             2003             2004              2003
<S>                                                                <C>              <C>               <C>              <C>
Net income                                                         $ 287,082        $ 379,859         $ 68,850         $ 113,949
Adjustments to reconcile net income to
   net cash provided by operations:
   Gain on sale of assets                                            (57,593)         (69,404)         (30,876)          (10,832)
   Depreciation of operating lease assets                             16,383          210,545            3,330            63,051
   Recovery of provision for doubtful accounts                       (41,250)         (24,000)               -                 -
   Amortization of initial direct costs                                    -            7,880                -             2,627
   Changes in operating assets and liabilities:
     Accounts receivable                                             109,417          (89,757)          41,165           (97,373)
     Accounts payable, General Partner                               (22,325)               -           (5,742)                -
     Accounts payable, other                                         (31,128)          (2,894)          (8,233)              838
     Unearned operating lease income                                 (20,568)         (57,989)          10,825                 -
                                                            ----------------- ---------------- ---------------- -----------------
Net cash provided by operating activities                            240,018          354,240           79,319            72,260
                                                            ----------------- ---------------- ---------------- -----------------

Investing activities:
Reduction in net investment in direct financing leases               144,868          114,694             (317)           47,261
Proceeds from sales of lease assets                                  114,080          117,983           41,442            19,404
                                                            ----------------- ---------------- ---------------- -----------------
Net cash provided by investing activities                            258,948          232,677           41,125            66,665
                                                            ----------------- ---------------- ---------------- -----------------

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                                                 (625,817)      (1,100,587)         120,444           138,925
Cash and cash equivalents at
   beginning of period                                             1,303,070        2,200,154          556,809           960,642
                                                            ----------------- ---------------- ---------------- -----------------
Cash and cash equivalents at end of
   period                                                          $ 677,253       $1,099,567        $ 677,253       $ 1,099,567
                                                            ================= ================ ================ =================
</TABLE>



                             See accompanying notes.




                                       6
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 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 nine months ended September 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-KSB 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

                               SEPTEMBER 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     September 30,
                                                 2003            Leases        Dispositions          2004
<S>                                             <C>               <C>               <C>               <C>
Net investment in direct financing leases       $ 1,040,685       $ (144,868)       $ (19,794)        $ 876,023
Net investment in operating leases                  192,453          (16,383)         (36,693)          139,377
                                           ----------------- ---------------- ---------------- -----------------
                                                $ 1,233,138       $ (161,251)       $ (56,487)      $ 1,015,400
                                           ================= ================ ================ =================
</TABLE>

Net investment in operating leases:

Property subject to operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                                 Reclassi-
                                               December 31,   Depreciation     fications and    September 30,
                                                 2003            Expense       Dispositions          2004
<S>                                             <C>               <C>               <C>               <C>
Transportation                                  $ 1,466,842              $ -       $ (360,453)      $ 1,106,389
Manufacturing                                       457,670                -                -           457,670
Construction                                         35,920                -                -            35,920
                                           ----------------- ---------------- ---------------- -----------------
                                                  1,960,432                -         (360,453)        1,599,979
Less accumulated depreciation                    (1,767,979)         (16,383)         323,760        (1,460,602)
                                           ----------------- ---------------- ---------------- -----------------
                                                  $ 192,453        $ (16,383)       $ (36,693)        $ 139,377
                                           ================= ================ ================ =================
</TABLE>

Net investment in direct financing leases:

As of September 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 September 30, 2004:

Total minimum lease payments receivable                            $ 131,354
Estimated residual values of leased equipment (unguaranteed)         876,158
                                                                  -----------
Investment in direct financing leases                              1,007,512
Less unearned income                                                (131,489)
                                                                  -----------
Net investment in direct financing leases                          $ 876,023
                                                                  ===========

At September 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>
Three months ending December 31, 2004         $      -         $ 71,353          $ 71,353
        Year ending December 31, 2005           25,000           60,001            85,001
        Year ending December 31, 2006           25,000                -            25,000
                                       ---------------- ---------------- -----------------
                                              $ 50,000        $ 131,354         $ 181,354
                                       ================ ================ =================
</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

                               SEPTEMBER 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.  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:

               Nine Months                       Three Months
           Ended September 30,                Ended September 30,
               2004             2003             2004             2003
            $ 14,459          $ 24,584          $ 5,205          $ 7,447

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

<TABLE>
<CAPTION>
                                                     Nine Months                        Three Months
                                                 Ended September 30,                 Ended September 30,
                                              2004                2003             2004             2003
<S>                                              <C>               <C>               <C>              <C>
Cost reimbursements to AFS                       $ 242,628         $ 282,792         $ 92,228         $ 60,959
Reimbursements of other costs
    initially paid by AFS on behalf
    of the Partnership                              80,570            95,768           52,282           32,329
                                       -------------------- ----------------- ---------------- ----------------
                                                 $ 323,198         $ 378,560        $ 144,510         $ 93,288
                                       ==================== ================= ================ ================
</TABLE>



                                       9
<PAGE>

                      ATEL CASH DISTRIBUTION FUND IV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (Unaudited)


5. Partners' Capital:

As of  September  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>
                                                      Nine Months                       Three Months
                                                   Ended September 30,                Ended September 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 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.  The  General  Partners  envision no such  requirements  for
operating purposes.

Through   September  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 nine month  periods  ended  September  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 $562,847 in 2003 to $436,178
in 2004, a decrease of $126,669  for the nine month period and from  $178,399 in
2003 to $154,377 in 2004, a decrease of $24,022 for the three month period. Cash
from operating leases decreased by $241,496 from 2003 to 2004 for the nine month
period and by $57,509 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
$114,694  in the first nine  months of 2003 to  $144,868  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 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 nine month period ended  September 30, 2004 resulted in a net
income of $287,082  compared  to net income of  $379,859  for the same period in
2003.  Operations  resulted in net income of $68,850 for the three  months ended
September  30, 2004 and $113,949  for the  comparable  period in 2003.  Although
revenues  declined by $350,582  for the nine month  period,  this  decrease  was
partially  offset by overall  decreases in expenses of $257,805 in 2004 compared
to 2003.



                                       11
<PAGE>

For the  three  month  periods  ended  September  30,  2004 and  2003,  revenues
decreased  from $284,649 in 2003 to $221,578 in 2004, a decrease of $63,071.  As
with the nine month  periods,  expenses  decreased  compared  to 2003.  Expenses
decreased from $170,700 in 2003 to $152,728 in 2004, a decrease of $17,972.

Most significant was the decline in depreciation  expense,  which decreased from
$210,545 in 2003 to $16,383 in 2004 for the nine month  periods and from $63,051
to $3,330 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 nine  month  period  decreased  from
$69,404 in 2003 to $57,593 in 2004 and increased from $10,832 to $30,876 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. There were no additions to operating lease assets.

In the first quarter of 2004, the Partnership received payments totaling $34,002
for  deferred  maintenance  (included  in other  income)  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 nine month  periods  ended
September 30, 2003 and 2004,  none of which  occurred in the three month periods
ending  those  dates.  The  amounts of such  recoveries  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  September  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. Unregistered Sales of Equity 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

(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:
November 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




                                       14
<PAGE>