UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)

     [x]  Annual  report  pursuant  to  Section  13 or 15(d)  of the  Securities
          Exchange Act of 1934
          For the fiscal year ended
                                DECEMBER 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: 0-16784

                       American Cable TV Investors 5, Ltd.
                Exact name of registrant as specified in charter

        Colorado                                         84-1048934
----------------------                             -----------------------
 State of organization                             I.R.S. employer I.D. #

                             c/o Comcast Corporation
                 1500 Market Street, Philadelphia, PA 19102-2148
--------------------------------------------------------------------------------
                      Address of principal executive office

                                 (215) 665-1700
--------------------------------------------------------------------------------
                          Registrant's telephone number

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
      200,005 Limited Partnership Units Sold to Investors at $500 per Unit

Indicate by 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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12-b2 of the Exchange Act).

         Yes  __                                       No     X


<PAGE>


<TABLE>
<CAPTION>
                                         AMERICAN CABLE TV INVESTORS 5, LTD.
                                            2004 FORM 10-K ANNUAL REPORT
                                                  TABLE OF CONTENTS

                                                       PART I
<S>      <C>                                                                                                    <C>
Item 1     Business...............................................................................................1
Item 2     Properties.............................................................................................2
Item 3     Legal Proceedings......................................................................................2
Item 4     Submission of Matters to a Vote of Security Holders....................................................3

                                                       PART II
Item 5     Market for the Registrant's Common Equity and Related Stockholder Matters..............................3
Item 6     Selected Financial Data................................................................................4
Item 7     Management's Discussion and Analysis of Financial Condition and Results of Operations..................5
Item 8     Financial Statements and Supplementary Data............................................................6
Item 9     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................15
Item 9A    Controls and Procedures...............................................................................15

                                                      PART III
Item 10    Directors and Executive Officers of the Registrant....................................................15
Item 11    Executive Compensation................................................................................16
Item 12    Security Ownership of Certain Beneficial Owners and Management........................................16
Item 13    Certain Relationships and Related Transactions........................................................16
Item 14    Principal Accounting Fees and Services................................................................16

                                                       PART IV
Item 15    Exhibits, Financial Statement Schedules, and Reports on Form 8-K......................................17
SIGNATURES ......................................................................................................19

</TABLE>

     This Annual  Report on Form 10-K is for the year ended  December  31, 2004.
This Annual Report  modifies and supersedes  documents filed prior to the filing
of this Annual Report. The Securities and Exchange Commission (the "SEC") allows
us to "incorporate by reference" information that we file with them, which means
that we can disclose important information to limited partners by referring them
directly to those documents. Information incorporated by reference is considered
to be part of this Annual Report. In addition, information that we file with the
SEC in the future will automatically update and supersede  information contained
in this Annual  Report.  Certain  information  contained  in this Annual  Report
contains  "forward-looking   statements"  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. All statements,  other than statements
of historical  facts,  included in this Annual  Report that address  activities,
events or  developments  that we or the  General  Partner  expects,  believes or
anticipates  will or may occur in the  future  are  forward-looking  statements.
These  forward-looking  statements  are based upon certain  assumptions  and are
subject to risks and  uncertainties.  Actual  events or results  may differ from
those  discussed  in the  forward-looking  statements  as a  result  of  various
factors.




<PAGE>


                                     PART I
ITEM 1    BUSINESS

                         GENERAL DEVELOPMENT OF BUSINESS

     American  Cable TV Investors 5, Ltd.  ("ACT 5" or the  "Partnership")  is a
Colorado limited partnership that was formed in December of 1986 for the purpose
of  acquiring,   developing  and  operating  cable   television   systems.   The
Partnership's  general  partner  is IR-TCI  Partners  V, L.P.  ("IR-TCI"  or the
"General  Partner"),  a Colorado  limited  partnership.  The general  partner of
IR-TCI is TCI Ventures Five,  Inc.  ("TCIV 5"), a subsidiary of TCI  Cablevision
Associates,  Inc.  ("Cablevision").  Cablevision  is an indirect  subsidiary  of
Comcast Cable  Holdings,  LLC (formerly AT&T  Broadband,  LLC)  ("Comcast  Cable
Holdings"), and is the managing agent of the Partnership. Comcast Cable Holdings
is an indirect subsidiary of Comcast Corporation ("Comcast").

     In its public  offering that was conducted  from May of 1987 to February of
1989, the Partnership sold 200,005 limited  partnership units at a price of $500
per unit ("Unit").

     On December 7, 1999, the Partnership  consummated the sale of its remaining
cable television  system serving  subscribers  located in and around  Riverside,
California  (the  "Riverside  System") to Century  Exchange LLC  ("Century"),  a
subsidiary of Adelphia Communications  Corporation,  for an adjusted sales price
of $33,399,000  (the "Riverside  Sale").  The Riverside Sale was approved by the
Limited  Partners at a special  meeting that  occurred on December 11, 1998.  In
connection  with the  Riverside  Sale,  Century and the  Partnership  waived the
condition to closing that all required consents be obtained prior to closing the
Riverside  Sale,  as such  condition  related to the  transfer to Century of the
franchise  agreement between the Partnership and the City of Moreno Valley.  The
franchise  agreement  authorizes  the  Partnership  to provide cable  television
service to  subscribers  located in and around Moreno  Valley,  California  (the
"Moreno Franchise Agreement").  Accordingly, all of the Riverside System's cable
television assets other than the Moreno Franchise  Agreement were transferred to
Century  on  December  7, 1999.  In  connection  with the  Riverside  Sale,  the
Partnership  entered into a management  agreement with Century pursuant to which
Century would be entitled to all net cash flows  generated by the portion of the
Riverside System that was subject to the Moreno  Franchise  Agreement until such
time as the City of Moreno Valley approved the transfer of the Moreno  Franchise
Agreement  from the  Partnership  to Century.  On February 13, 2001, the City of
Moreno Valley passed a resolution  indicating that the Partnership,  by entering
into the management agreement, in effect, transferred the franchise without city
approval,  thereby causing a material default under the franchise agreement.  On
December 18, 2001, the City of Moreno Valley approved the transfer of the Moreno
Valley Franchise  Agreement to Century.  The settlement and transfer  required a
payment of $500,000  from Century to the City of Moreno  Valley and releases the
Partnership from any liability.

     On December 7, 1999,  Comcast Cable Holdings and Century  contributed cable
television  systems to a joint  venture  (the  "Joint  Venture")  that  combined
multiple cable television systems in Southern  California.  The Riverside System
was among those  systems that was  contributed  to the Joint Venture by Century.
Comcast  Cable  Holdings,  through  certain  of  its  subsidiaries,  owns a 100%
ownership interest in IR-TCI.

     As a result of the Riverside  Sale, the  Partnership is no longer  actively
engaged  in  the  cable  television  business.  A  final  determination  of  the
Partnership's  liabilities and any liquidating  distributions  cannot be made in
connection with the Partnership's  dissolution until the contingencies described
in  Note  5  to  the  accompanying   financial  statements  are  resolved.   See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations -- Liquidity and Capital Resources."

                  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

     Not applicable.

                        NARRATIVE DESCRIPTION OF BUSINESS

     Not meaningful.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

     Not applicable.



                                       1
<PAGE>


ITEM 2    PROPERTIES

     Not meaningful.

ITEM 3    LEGAL PROCEEDINGS

     City Partnership Co. on behalf of itself and all others similarly  situated
and  derivatively  on behalf of American Cable TV Investors 5, Ltd. ("ACT 5"), a
Colorado limited partnership, plaintiff v. IR-TCI Partners V, L.P., TCI Ventures
Five, Inc.,  Tele-Communications,  Inc., Lehman Brothers,  Inc. and Jack Langer,
Defendants,  and  American  Cable TV  Investors  5,  Ltd.,  a  Colorado  limited
partnership,  nominal  defendants:  On November 2, 1999 this action was filed in
the United States District Court for the District of Colorado,  Civil Action No.
99-N-2122.  The  Partnership was served in this action on December 6, 1999. This
purported  class  action  and  derivative  action  asserts  claims  against  the
defendants for violations of Sections 14(a) and 20(a) of the Securities Exchange
Act of 1934 and  breach of  fiduciary  duty in  connection  with the sale of the
Riverside  System to Century  Exchange LLC. Also, named as a defendant is Lehman
Brothers, Inc. ("Lehman") which provided to ACT 5 a fairness opinion relative to
the  Riverside  Sale.  On February 10, 2000,  the  Defendants  filed  motions to
dismiss  Plaintiff's  complaint.  On September 29, 2000, the Court dismissed the
Plaintiff's  complaint  for  failing to plead the Federal  Securities  Act claim
properly.  On October 13, 2000, the Plaintiff served an amended complaint to the
Defendants  and on November 13, 2000,  Defendants  filed  motions to dismiss the
amended  complaint.  On May 18, 2001, the Court denied the Defendant's motion to
dismiss the complaint.

     Section 21 of the Partnership  Agreement  provides that the General Partner
and its  affiliates,  subject to certain  conditions set forth in more detail in
the Partnership  Agreement,  are entitled to be indemnified for any liability or
loss  incurred by them by reason of any act performed or omitted to be performed
by them in  connection  with the  business of ACT 5,  provided  that the General
Partner  determines,  in good faith, that such course of conduct was in the best
interests of ACT 5 and did not constitute  proven fraud,  negligence,  breach of
fiduciary duty or misconduct.  The engagement agreement between ACT 5 and Lehman
provides  that,  subject to certain  conditions  set forth in more detail in the
engagement agreement,  Lehman is entitled to be indemnified for any liability or
loss, and to be reimbursed by ACT 5 for legal  expenses  incurred as a result of
its rendering of services in connection with the fairness  opinion.  The General
Partner  and its  affiliates  and  Lehman  each  have  submitted  a  demand  for
indemnification.  Consequently,  legal fees of $945,000, $130,000 and $1,131,000
for the years ended December 31, 2004, 2003 and 2002, respectively,  incurred by
the defendants with respect to the above lawsuit have been reflected in "General
and Administrative Expenses" in the accompanying statements of operations.

     In March 2004,  plaintiff agreed in principle to a settlement of all claims
against all defendants (other than Lehman) for $3,750,000,  plus the defendants'
waiver of their claims against ACT 5 for  reimbursement of their legal expenses.
Through the settlement  date, the three TCI  Defendants  incurred  approximately
$1.4 million in attorneys'  fees and other costs. As a result of the settlement,
the amounts  incurred by the settling  defendants have been treated as a capital
contribution as of May 19, 2004, decreasing amounts due to affiliates.

     Under the  settlement  agreement,  plaintiff  could  continue to pursue its
claims  against  Lehman,  which would continue to receive  reimbursement  of its
legal fees and costs from ACT 5. Plaintiff would be limited in collecting on any
judgment against Lehman to an amount of not more than: (a) $3,750,000,  plus (b)
the  total  amount   previously  or  hereafter  paid  to  Lehman  by  ACT  5  as
reimbursement  for Lehman's legal fees and costs.  Further,  plaintiff could not
collect on any judgment against Lehman unless the Court specifically  determined
that, as to the amount to be collected: (a) Lehman's liability resulted directly
from Lehman's  gross  negligence,  bad faith and/or willful  misconduct,  or (b)
Lehman otherwise is not entitled to indemnification  or reimbursement  under its
engagement agreement with ACT 5 or under applicable law.

     On May 19,  2004,  the  Court  entered  an  order  approving  the  proposed
settlement.

     On June 28, 2004,  the Court  awarded  plaintiff's  counsel  $1,012,500  in
attorneys'  fees, in addition to its earlier  award of $271,603 in costs,  which
amounts  reduced  the  $3,750,000  settlement  sum to be  paid  by the  settling
defendants, thereby diminishing the recovery by certain Limited Partners.

     Plaintiff  thereafter  continued  to pursue  its  separate  claims  against
Lehman.  Under the  settlement  agreement  as approved by the Court,  as well as
Lehman's  engagement  agreement with ACT 5, ACT 5 continued to be responsible to
reimburse  Lehman for its legal fees and costs  incurred  in the  defense of the
litigation.  From the inception of the lawsuit through  December 31, 2004, ACT 5
has incurred legal fees related to Lehman totaling approximately $1.3 million.

     The trial of plaintiff's  claims against Lehman was held in September 2004.
On  October  27,  2004 the Court  issued  its  judgment  in favor of Lehman  and
dismissed




                                       2
<PAGE>

plaintiff's  claims  against  Lehman.  The Court also ordered that plaintiff pay
Lehman its court costs in an amount to be later determined by the Court.

     On November 24, 2004, Plaintiff filed a notice of appeal of the judgment in
favor of Lehman to the Court. On December 16, 2004, Plaintiff and Lehman filed a
stipulated  withdrawal of the appeal after Lehman and ACT 5 agreed not to pursue
a claim against the Plaintiff for costs awarded to Lehman in the judgment.  Also
on December 16, 2004,  the Court  granted the motion and  dismissed  Plaintiff's
appeal.

     Under the above  described  settlement  agreement  and Lehman's  engagement
agreement with ACT 5, ACT 5 has incurred obligations to reimburse Lehman for its
trial  related  attorneys'  fees.  While  there  may be  additional  obligations
incurred for work  accomplished  in the  litigation  by Lehman's  counsel,  such
amounts are not expected to be  significant  as the case has been  dismissed and
there is no further appeal.


ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                     PART II

ITEM 5     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     In its public  offering that was conducted  from May 1987 to February 1989,
the Partnership sold 200,005 Units to the public at a price of $500 per Unit. At
December 31, 2004, there were approximately 11,217 Unit holders.

     Although the Units are freely  transferable,  no public  trading market for
the Units exists. To the extent that an informal or secondary market exists, the
Limited  Partners may only be able to sell Units at a substantial  discount from
the Units'  proportionate  share of the estimated market value of the underlying
net assets of the Partnership.






                                       3
<PAGE>


ITEM 6     SELECTED FINANCIAL DATA

     Selected  financial data related to the Partnership's  financial  condition
and  results  of  operations  for the five years  ended  December  31,  2004 are
summarized as follows (such  information  should be read in conjunction with the
Partnership's financial statements included in Item 8 in this Form 10-K):



<PAGE>



Summary Balance Sheet Data:

<TABLE>
<CAPTION>
                                                                              December 31,
                                                    ------------------------------------------------------------------
                                                        2004          2003          2002         2001         2000
                                                    -------------   ----------   -----------  -----------  -----------
                                                                          Amounts in thousands
<S>                                                       <C>          <C>           <C>          <C>          <C>
 Cash and cash equivalents..........................      $9,300       $9,184        $9,792       $9,481       $9,240
 Total assets.......................................       9,794        9,678        10,286        9,975        9,795
 Partners' equity...................................       7,897        7,466         7,721        9,080        9,295
 Units outstanding..................................         200          200           200          200          200


Summary Statement of Operations Data:

                                                                        Years Ended December 31,
                                                    ------------------------------------------------------------------
                                                        2004          2003          2002         2001         2000
                                                    -------------   ----------   -----------  -----------  -----------
                                                              Amounts in thousands, except per Unit amounts

 Net earnings (loss)................................       $(967)       $(255)      $(1,359)       $(215)      $1,000
 Net earnings (loss) per limited partnership unit...       (4.79)       (1.26)        (6.73)       (1.06)        4.95
 Distributions per limited partnership unit.........                                                              203

</TABLE>





                                       4
<PAGE>


ITEM 7     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS


Overview

     The Partnership has sold all of its cable television  assets.  As a result,
the Partnership is no longer actively engaged in the cable television  business.
A final  determination  of the  Partnership's  liabilities  and any  liquidating
distributions  cannot be made in connection with the  Partnership's  dissolution
until  the  contingencies  described  in  Note 5 to the  accompanying  financial
statements are resolved. See "Liquidity and Capital Resources."

Results of Operations

     Pending the  resolution  of the  contingencies  described  in Note 5 to the
accompanying  financial  statements,  the Partnership  will seek to make a final
determination of its liabilities so that liquidating  distributions  can be made
in connection with its dissolution.  Accordingly,  the Partnership's  results of
operations  for the  years  ended  December  31,  2004 and  2003  are  primarily
comprised of general and  administrative  ("G&A")  expenses and interest income.
The Partnership's G&A expenses are primarily  comprised of costs associated with
the administration of the Partnership.  The Partnership's G&A expenses increased
$724,000   during  the  year  ended  December  31,  2004,  as  compared  to  the
corresponding  prior year period.  Such increase is primarily due to an increase
in legal activity and related fees for the 2004 trial.

     Interest  income relates to interest earned on the  Partnership's  cash and
cash equivalents. Interest income increased $12,000 and decreased $63,000 during
the years ended  December  31, 2004 and 2003,  respectively,  as compared to the
corresponding prior year periods.  Such increase in 2004 and decrease in 2003 is
due to an improvement and decline,  respectively,  in interest rates during each
year.

Liquidity and Capital Resources

     At December 31, 2004,  the  Partnership  held cash and cash  equivalents of
$9,300,000.   The  Partnership   anticipates   that  it  will  make  liquidating
distributions  in connection with its dissolution as soon as possible  following
the final determination and satisfaction of the Partnership's  liabilities.  See
Note 5 to the accompanying financial statements.

     Pursuant  to the  asset  purchase  agreement  for the sale of the  Southern
Tennessee System,  $494,000 of the sales price for the Southern Tennessee System
was  placed in escrow  (the  "Southern  Tennessee  Escrow")  and was  subject to
indemnifiable  claims for up to one year following  consummation  of the sale of
the  Southern  Tennessee  System.  Prior  to  its  release,  Rifkin  Acquisition
Partners, L.L.L.P. ("Rifkin"), the buyer of the Southern Tennessee System, filed
a claim against the Southern Tennessee Escrow. Rifkin's claim related to a class
action lawsuit filed by a customer  challenging late fee charges with respect to
the Southern  Tennessee  System. On September 14, 1999, Rifkin sold the Southern
Tennessee System to an affiliate of Charter Communications, Inc. ("Charter"). In
connection   with  such  sale,   Charter   was   assigned   the  rights  to  the
indemnification claim. The above described class action lawsuit has been settled
and dismissed.  The amount of the Southern  Tennessee Escrow due to Charter as a
result of the terms of the  settlement  agreement  has not yet been  determined.
Upon  determination of amounts due Charter,  the remaining funds in the Southern
Tennessee  Escrow will be released to ACT 5. Accrued  interest of  approximately
$121,000 has not yet been  recognized by ACT 5 pending  final  resolution of the
claims against the escrow account.

     Section 21 of the Partnership  Agreement  provides that the General Partner
and its  affiliates,  subject to certain  conditions set forth in more detail in
the Partnership  Agreement,  are entitled to be indemnified for any liability or
loss  incurred by them by reason of any act performed or omitted to be performed
by them in  connection  with the  business of ACT 5,  provided  that the General
Partner  determines,  in good faith, that such course of conduct was in the best
interests of ACT 5 and did not constitute  proven fraud,  negligence,  breach of
fiduciary duty or misconduct.  In this regard, it is anticipated that legal fees
incurred by the defendants with respect to the contingencies described in Note 5
will be paid by ACT 5. As of December 31, 2004, the  partnership  has recognized
an amount payable to the General Partner of approximately  $840,000 to cover out
of pocket costs incurred to defend this lawsuit.

     The claim  against the Southern  Tennessee  Escrow and the above  described
lawsuit  have had and will  continue  to have the effect of  delaying  any final
liquidating distributions of the Partnership.

     At  December  31,  2004,  the  Partnership  had  approximately  $440,000 of
unclaimed  distribution  checks payable to certain  Limited  Partners which were
written on a bank  account  that has been  closed.  Such  checks  will either be
reissued to such Limited  Partners or released to the  respective  state of such
Limited Partners' last known residence upon dissolution of the Partnership.





                                       5
<PAGE>


ITEM 8     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
American Cable TV Investors 5, Ltd.

We have audited the accompanying balance sheet of American Cable TV Investors 5,
Ltd. (a Colorado Limited  Partnership)  (the  "Partnership")  as of December 31,
2004 and 2003, and the related  statements of operations,  partners'  equity and
cash flows for each of the three years in the period  ended  December  31, 2004.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Partnership is not required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion  on  the  effectiveness  of  the  Partnership's  internal  control  over
financial  reporting.  Accordingly,  we express no such  opinion.  An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of the Partnership as of December 31, 2004 and
2003, and the results of its operations and its cash flows for each of the three
years in the period ended  December  31, 2004,  in  conformity  with  accounting
principles generally accepted in the United States of America.

As described in Note 3, the  Partnership  is no longer  actively  engaged in the
cable  television   business.   A  final   determination  of  the  Partnership's
liabilities and any liquidating  distribution  cannot be made in connection with
the Partnership's  dissolution  until the contingencies  described in Note 5 are
resolved.




Philadelphia, Pennsylvania
March 23, 2005




                                       6
<PAGE>


AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

BALANCE SHEET

<TABLE>
<CAPTION>

                                                                          December 31,           December 31,
                                                                              2004                   2003
                                                                       -------------------     -----------------
                                                                                (Amounts in thousands)
<S>                                                                                <C>                   <C>
 Assets
 Cash and cash equivalents............................................             $9,300                $9,184
 Funds held in escrow.................................................                494                   494
                                                                       -------------------     -----------------

                                                                                   $9,794                $9,678
                                                                       ===================     =================

 Liabilities and Partners' equity
 Unclaimed limited partner distribution checks........................               $440                  $440
 Amounts due to related parties.......................................              1,457                 1,772
                                                                       -------------------     -----------------

          Total liabilities...........................................              1,897                 2,212
                                                                       -------------------     -----------------

 Contingencies (Note 5)

 Partners' equity (deficit):
      General partner.................................................             (1,839)               (3,227)
      Limited partners................................................              9,736                10,693
                                                                       -------------------     -----------------

          Total partners' equity......................................              7,897                 7,466
                                                                       -------------------     -----------------

                                                                                   $9,794                $9,678
                                                                       ===================     =================
</TABLE>



See accompanying notes to financial statements.




                                       7
<PAGE>

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                   Year Ended December 31,
                                                                           2004              2003             2002
                                                                       --------------   ---------------   --------------
                                                                         (Amounts in thousands, except unit amounts)
<S>                                                                          <C>                 <C>            <C>
 General and administrative expenses...................................      $(1,084)            $(360)         $(1,527)
 Interest income.......................................................          117               105              168
                                                                       --------------   ---------------   --------------

      Net loss.........................................................        $(967)            $(255)         $(1,359)
                                                                       ==============   ===============   ==============

 Allocation of Net Loss:
      General Partner.................................................           (10)               (3)             (13)
                                                                       ==============   ===============   ==============

      Limited Partners................................................          (957)             (252)          (1,346)
                                                                       ==============   ===============   ==============

 Net loss per limited partnership unit ("Unit")........................       $(4.79)           $(1.26)          $(6.73)
                                                                       ==============   ===============   ==============

 Limited partnership units outstanding.................................      200,005           200,005          200,005
                                                                       ==============   ===============   ==============

</TABLE>


See accompanying notes to financial statements.





                                       8
<PAGE>


AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                     Year Ended December 31,
                                                                             2004              2003             2002
                                                                         --------------    --------------   --------------
                                                                                      (amounts in thousands)
<S>                                                                              <C>               <C>            <C>
 Cash flows from operating activities:
      Net loss...........................................................        $(967)            $(255)         $(1,359)
      Adjustments to reconcile net loss to net cash (used in)
        provided by operating activities:
          Changes in operating assets and liabilities:
               Net change in unclaimed limited partner distribution
                   checks and amounts due to related parties.............        1,083              (353)           1,670
                                                                         --------------    --------------   --------------

               Net cash (used in) provided by operating activities.......          116              (608)             311

          Cash and cash equivalents:
               Beginning of period.......................................        9,184             9,792            9,481
                                                                         --------------    --------------   --------------

               End of period.............................................       $9,300            $9,184           $9,792
                                                                         ==============    ==============   ==============
</TABLE>



See accompanying notes to financial statements.






                                       9
<PAGE>


AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

STATEMENT OF PARTNERS' EQUITY


<TABLE>
<CAPTION>
                                                                            General           Limited
                                                                            Partner          Partners           Total
                                                                         --------------    --------------   --------------
                                                                                      (amounts in thousands)

<S>                 <C>                                                        <C>               <C>               <C>
 Balance at January 1, 2002...........................................         ($3,211)          $12,291           $9,080
      Net loss........................................................             (13)           (1,346)          (1,359)
                                                                         --------------    --------------   --------------

 Balance at December 31, 2002.........................................          (3,224)           10,945            7,721
      Net loss........................................................              (3)             (252)            (255)
                                                                         --------------    --------------   --------------

 Balance at December 31, 2003.........................................         ($3,227)          $10,693           $7,466
      Net loss........................................................             (10)             (957)            (967)
      Capital contribution from the General Partner...................           1,398                 -            1,398
                                                                         --------------    --------------   --------------

 Balance at December 31, 2004.........................................         ($1,839)           $9,736           $7,897
                                                                         ==============    ==============   ==============

</TABLE>


See accompanying notes to financial statements.





                                       10
<PAGE>


AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

1.   ORGANIZATION

     American  Cable TV Investors 5, Ltd.  ("ACT 5" or the  "Partnership")  is a
     Colorado  limited  partnership  that was formed in December of 1986 for the
     purpose of acquiring,  developing,  and operating cable television systems.
     The partnership currently has no operations and is expected to be dissolved
     when the remaining litigation against it is concluded (See Note 5).

     The Partnership's  general partner is IR-TCI Partners V, L.P.  ("IR-TCI" or
     the "General Partner"), a Colorado limited partnership. The general partner
     of IR-TCI is TCI  Ventures  Five,  Inc.  ("TCIV  5"), a  subsidiary  of TCI
     Cablevision Associates,  Inc.  ("Cablevision").  Cablevision is an indirect
     subsidiary of Comcast Cable Holdings,  LLC ("Comcast Cable Holdings"),  and
     is the managing  agent of the  partnership.  Comcast  Cable  Holdings is an
     indirect subsidiary of Comcast Corporation ("Comcast").

     As further  described in Note 3, the  Partnership has sold all of its cable
     television assets.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Allocation of Net Earnings and Net Losses
     Net earnings and net losses are allocated  99% to ACT 5's limited  partners
     ("Limited  Partners") and 1% to the General  Partner and  distributions  of
     Cash  from  Operations,  Sales  or  Refinancings  (all  as  defined  in the
     Partnership's  limited  partnership  agreement) are  distributed 99% to the
     Limited   Partners  and  1%  to  the  General   Partner  until   cumulative
     distributions to the Limited Partners equal the Limited Partners' aggregate
     contributions  ("Payback"),  plus 6% per annum.  After the Limited Partners
     have  received  distributions  equal  to  Payback  plus 6% per  annum,  the
     allocations of net earnings,  net losses and credits,  and distributions of
     Cash from  Operations,  Sales or  Refinancings  shall be 25% to the General
     Partner and 75% to the Limited Partners.  Although ACT 5's distributions of
     proceeds from the sales of its cable  television  systems  allowed  Limited
     Partners to achieve Payback,  distributions  did not allow Limited Partners
     to achieve a 6% return on their aggregate contributions; therefore, amounts
     will  continue to be  allocated  99% to the Limited  Partners and 1% to the
     General Partner.

     Cash and Cash Equivalents
     Cash  and  cash  equivalents  consist  of  investments  which  are  readily
     convertible  into cash and have  maturities  of three months or less at the
     time of acquisition.

     At  December  31,  2004  and  2003,   $8,925,000   and  $8,810,000  of  the
     Partnership's  cash and cash  equivalents  were  invested  in money  market
     funds, respectively. The Partnership is exposed to credit loss in the event
     of  non-performance  by the other  parties to such  financial  instruments.
     However,  the Partnership does not anticipate  non-performance by the other
     parties.

     Net Earnings (Loss) Per Unit
     Net earnings  (loss) per Unit is calculated by dividing net earnings (loss)
     attributable  to the Limited  Partners  by the number of Units  outstanding
     during the period. The number of Units outstanding for each of the years in
     the three-year period ended December 31, 2004 was 200,005.




                                       11
<PAGE>


AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 (Continued)

     Income Taxes
     No  provision  has been made for  income  tax  expense  or  benefit  in the
     accompanying  financial  statements  as  the  earnings  or  losses  of  the
     Partnership  are  reported  in the  respective  income  tax  returns of the
     partners.

     Estimates
     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and  liabilities at the date of the financial  statements
     and the  reported  amounts of revenue  and  expenses  during the  reporting
     period. Actual results could differ from those estimates.

3.   ASSET SALES

     On December 7, 1999, the Partnership  consummated the sale of its remaining
     cable  television  system  serving   subscribers   located  in  and  around
     Riverside,  California  (the  "Riverside  System") to Century  Exchange LLC
     ("Century"),  a subsidiary of Adelphia Communications  Corporation,  for an
     adjusted sale price of $33,399,000  (the "Riverside  Sale").  The Riverside
     Sale was  approved  by the  Limited  Partners  at a  special  meeting  that
     occurred on December 11, 1998.  In  accordance  with the terms of the asset
     purchase agreement relating to the Riverside Sale,  $1,500,000 of the sales
     price  was  placed  in  escrow  for  180  days  in  order  to  satisfy  any
     indemnifiable  claims which could be made by Century.  On June 5, 2000, the
     funds held in escrow  were  released  to ACT 5. ACT 5 received  interest of
     $39,000 in  conjunction  with the  release of the funds held in escrow.  In
     connection with the Riverside Sale,  Century and the Partnership waived the
     condition  to closing  that all  required  consents  be  obtained  prior to
     closing the Riverside  Sale, as such  condition  related to the transfer to
     Century of the franchise  agreement between the Partnership and the City of
     Moreno  Valley.  The franchise  agreement  authorizes  the  Partnership  to
     provide  cable  television  service  to  subscribers  located in and around
     Moreno Valley, California (the "Moreno Franchise Agreement").  Accordingly,
     all of the Riverside System's cable television assets other than the Moreno
     Franchise  Agreement  were  transferred  to Century on December 7, 1999. In
     connection  with  the  Riverside  Sale,  the  Partnership  entered  into  a
     management  agreement  with  Century  pursuant  to which  Century  would be
     entitled to all net cash flows  generated  by the portion of the  Riverside
     System that was subject to the Moreno  Franchise  Agreement until such time
     as the City of Moreno Valley approved the transfer of the Moreno  Franchise
     Agreement from the  Partnership to Century.  On February 13, 2001, the City
     of Moreno Valley passed a resolution  indicating that the  Partnership,  by
     entering  into  the  management  agreement,  in  effect,   transferred  the
     franchise  without city approval,  thereby causing a material default under
     the franchise  agreement.  On December 18, 2001,  the City of Moreno Valley
     approved the transfer of the Moreno Valley Franchise  Agreement to Century.
     The settlement and transfer required a payment of $500,000 from Century and
     releases the Partnership from any liability.

     As a result of the Riverside  Sale, the  Partnership is no longer  actively
     engaged in the cable  television  business.  A final  determination  of the
     Partnership's  liabilities and any liquidating distributions cannot be made
     in connection with the  Partnership's  dissolution  until the contingencies
     described in Note 5 are resolved.

4.   TRANSACTIONS WITH RELATED PARTIES

     The  Partnership  has a management  agreement  with an affiliate of Comcast
     Cable Holdings  whereby this  affiliate is  responsible  for performing all
     services  necessary for the management of the Partnership.  The Partnership
     is charged a  management  fee related to these  services.  During the years
     ended December 31, 2004, 2003 and 2002, general and administrative expenses
     in the Partnership's statement of operations includes $36,000,  $36,000 and
     $36,000, respectively, related to this agreement.

     Amounts  due  to  related  parties,  which  represent  non-interest-bearing
     payables to Comcast Cable Holdings and its  affiliates,  consist of the net
     effect of cash advances and certain intercompany expense charges.

5.   CONTINGENCIES

     On November 2, 1999, a limited partner of ACT 5 filed suit in United States
     District  Court for the  District of Colorado  against the General  Partner
     (and  certain  affiliates  of the  General  Partner)  of ACT 5. The lawsuit
     alleges that the  defendants  violated  disclosure  requirements  under the
     Securities  Exchange  Act of 1934 in  connection  with





                                       12
<PAGE>


AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 (Continued)

     soliciting limited partner approval of the sale of the Partnership's  cable
     television  system  located in and around  Riverside,  California  and that
     certain  defendants  breached their  fiduciary duty in connection  with the
     Riverside  Sale.  Also  named  as  a  defendant  is  Lehman  Brothers  Inc.
     ("Lehman"),  which  provided  to ACT 5 a fairness  opinion  relative to the
     Riverside Sale.

     Section 21 of the Partnership  Agreement  provides that the General Partner
     and its affiliates,  subject to certain conditions set forth in more detail
     in the  Partnership  Agreement,  are  entitled  to be  indemnified  for any
     liability  or loss  incurred  by them by  reason  of any act  performed  or
     omitted to be performed by them in  connection  with the business of ACT 5,
     provided  that the General  Partner  determines,  in good faith,  that such
     course of conduct was in the best interests of ACT 5 and did not constitute
     proven  fraud,  negligence,  breach of fiduciary  duty or  misconduct.  The
     engagement  agreement  between ACT 5 and Lehman  provides that,  subject to
     certain  conditions set forth in more detail in the  engagement  agreement,
     Lehman is entitled to be  indemnified  for any liability or loss, and to be
     reimbursed  by ACT 5 for legal fees and costs  incurred  as a result of its
     rendering of services in connection with the fairness opinion.  The General
     Partner  and  its  affiliates  and  Lehman  each  submitted  a  demand  for
     indemnification.  Consequently,  legal  fees  and  costs  incurred  by  the
     defendants with respect to the above lawsuit have been reflected in general
     and administrative expenses in the accompanying statements of operations in
     the period that such legal fees were  incurred by the  defendants.  For the
     years ended December 31, 2004, 2003 and 2002,  legal fees and costs related
     to the above lawsuit of $945,000,  $130,000 and  $1,131,000,  respectively,
     have been so included in general and administrative expenses.

     In March 2004,  plaintiff agreed in principle to a settlement of all claims
     against  all  defendants  (other  than  Lehman)  for  $3,750,000,  plus the
     defendants' waiver of their claims against ACT 5 for reimbursement of their
     legal  expenses.  Through the  settlement  date,  the three TCI  Defendants
     incurred  approximately $1.4 million in attorneys' fees and other costs. As
     a result of the settlement, the amounts incurred by the settling defendants
     have been treated as a capital contribution as of May 19, 2004,  decreasing
     amounts  due to  affiliates.  This  transaction  is  considered  a non-cash
     financing  activity  in the  accompanying  statement  of cash  flows  as of
     December 31, 2004.

     Under the  settlement  agreement,  plaintiff  could  continue to pursue its
     claims against Lehman, which would continue to receive reimbursement of its
     legal fees and costs from ACT 5.  Plaintiff  would be limited in collecting
     on any  judgment  against  Lehman  to an  amount  of  not  more  than:  (a)
     $3,750,000,  plus (b) the total  amount  previously  or  hereafter  paid to
     Lehman  by ACT 5 as  reimbursement  for  Lehman's  legal  fees  and  costs.
     Further,  plaintiff could not collect on any judgment against Lehman unless
     the Court  specifically  determined that, as to the amount to be collected:
     (a) Lehman's  liability  resulted  directly from Lehman's gross negligence,
     bad  faith  and/or  willful  misconduct,  or (b)  Lehman  otherwise  is not
     entitled to indemnification or reimbursement under its engagement agreement
     with ACT 5 or under applicable law.

     On May 19,  2004,  the  Court  entered  an  order  approving  the  proposed
     settlement.

     On June 28, 2004,  the Court  awarded  plaintiff's  counsel  $1,012,500  in
     attorneys'  fees,  in addition  to its earlier  award of $271,603 in costs,
     which  amounts  reduced  the  $3,750,000  settlement  sum to be paid by the
     settling defendants,  thereby diminishing the recovery by [certain] Limited
     Partners.

     Plaintiff  thereafter  continued  to pursue  its  separate  claims  against
     Lehman. Under the settlement agreement as approved by the Court, as well as
     Lehman's engagement agreement with ACT 5, ACT 5 continued to be responsible
     to reimburse Lehman for its legal fees and costs incurred in the defense of
     the  litigation.  From the  inception of the lawsuit  through  December 31,
     2004,   ACT  5  has  incurred   legal  fees  related  to  Lehman   totaling
     approximately $1.3 million.

     The trial of plaintiff's  claims against Lehman was held in September 2004.
     On October  27, 2004 the Court  issued its  judgment in favor of Lehman and
     dismissed  plaintiff's  claims against Lehman.  The Court also ordered that
     plaintiff pay Lehman its court costs in an amount to be later determined by
     the Court.

                                       13
<PAGE>



AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 (Concluded)



     On November 24, 2004, Plaintiff filed a notice of appeal of the judgment in
     favor of Lehman to the Court.  On December 16, 2004,  Plaintiff  and Lehman
     filed a stipulated  withdrawal  of the appeal after Lehman and ACT 5 agreed
     not to pursue a claim  against the Plaintiff for costs awarded to Lehman in
     the judgment.  Also on December 16, 2004,  the Court granted the motion and
     dismissed Plaintiff's appeal.

     Under the above  described  settlement  agreement  and Lehman's  engagement
     agreement with ACT 5, ACT 5 has incurred  obligations  to reimburse  Lehman
     for its trial  related  attorneys'  fees.  While  there  may be  additional
     obligations  incurred for work  accomplished  in the litigation by Lehman's
     counsel, the case has been dismissed and there is no further appeal.

     On April 1, 1997, the Partnership sold its cable television  system located
     in  and  around  Shelbyville  and  Manchester,   Tennessee  (the  "Southern
     Tennessee System") to Rifkin  Acquisition  Partners,  L.L.L.P.  ("Rifkin").
     Pursuant to the asset purchase  agreement,  $494,000 of the sales price was
     placed in escrow  (the  "Southern  Tennessee  Escrow")  and was  subject to
     indemnifiable  claims by Rifkin through March 31, 1998.  Prior to March 31,
     1998,  Rifkin filed a claim against the Southern  Tennessee Escrow relating
     to a class action lawsuit filed by a customer  challenging late fee charges
     with  respect to the Southern  Tennessee  System.  On  September  14, 1999,
     Rifkin  sold the  Southern  Tennessee  System to an  affiliate  of  Charter
     Communications, Inc. ("Charter"). In connection with such sale, Charter was
     assigned the rights of the indemnification  claim. The class action lawsuit
     has been settled and dismissed. The amount of the Southern Tennessee Escrow
     due Charter as a result of terms of the  settlement  agreement  has not yet
     been determined.  Upon determination of amounts due Charter,  the remaining
     funds in the Southern  Tennessee  Escrow will be released to ACT 5. Accrued
     interest of $121,000  has not yet been  recognized  by ACT 5 pending  final
     resolution of the claims against the escrow account.

     The  claim in the  litigation  against  Lehman  and the claim  against  the
     Southern  Tennessee Escrow have had and will continue to have the effect of
     delaying any final liquidating distributions of the Partnership.

6.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    First      Second     Third      Fourth     Total
                                                                   Quarter    Quarter    Quarter    Quarter      Year
                                                                   ---------  ---------  ---------  ---------  ---------
                                                                                 (Net loss in thousands)
<S>                                                                    <C>       <C>        <C>        <C>        <C>
       2004
       Net (loss) income..........................................     $(54)     $(375)     $(158)     $(380)     $(967)
       Net (loss) income per limited partnership unit.............     (.27)     (1.86)      (.78)     (1.88)     (4.79)
       Limited partnership units outstanding......................  200,005    200,005    200,005    200,005    200,005

       2003
       Net loss...................................................     $(28)      $(88)      $(56)      $(83)     $(255)
       Net loss per limited partnership unit......................     (.14)      (.44)      (.28)      (.40)     (1.26)
       Limited partnership units outstanding......................  200,005    200,005    200,005    200,005    200,005

</TABLE>




                                       14
<PAGE>



ITEM 9        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE

     None.

ITEM 9A       CONTROLS AND PROCEDURES

     Our chief  executive  officer and our co-chief  financial  officers,  after
     evaluating the effectiveness of our disclosure  controls and procedures (as
     defined  in  the  Securities  Exchange  Act  of  1934  Rules  13a-15(e)  or
     15d-15(e))  as of the  end of the  period  covered  by  this  report,  have
     concluded,  based  on the  evaluation  of  these  controls  and  procedures
     required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15,  that our
     disclosure controls and procedures were effective.

     Changes in internal control over financial reporting. There were no changes
     in our internal control over financial  reporting  identified in connection
     with the evaluation  required by paragraph (d) of Exchange Act Rules 13a-15
     or 15d-15 that occurred during our last fiscal quarter that have materially
     affected,  or is  reasonably  likely to  materially  affect,  our  internal
     control over financial reporting.

                                    PART III

ITEM 10       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     As the  Partnership  has no  directors  or officers of its own,  all of the
Partnership's  major  decisions are made by IR-TCI whose general partner is TCIV
5.

     The Partnership  has entered into a management  agreement with an affiliate
of Comcast Cable  Holdings,  pursuant to which this affiliate is responsible for
managing the day-to-day operations of the Partnership.

     As of December 31, 2004, the following  executive officers and directors of
TCIV 5 operate IR-TCI:

<TABLE>
<CAPTION>
Name                                                                            Position
<S>                                               <C>
Brian L. Roberts............................     Brian L.  Roberts  was named  Chairman  of the  General  Partner's
                                                 Board of Directors  in November  2002.  Mr.  Roberts has served as
                                                 the  President  and as a Director  of  Comcast  for more than five
                                                 years.  As of  December  31,  2003,  Mr.  Roberts  has sole voting
                                                 power over  approximately  33 1/3% of the combined voting power of
                                                 Comcast  Corporation's  two classes of voting  common  stock.  Mr.
                                                 Roberts  is the Chief  Executive  Officer of the  General  Partner
                                                 and of  Comcast.  He is also a  Director  of the Bank of New York.
                                                 He is 45 years old.

Lawrence S. Smith(1)........................     Lawrence  S.  Smith  was  named  Executive  Vice  President  and a
                                                 director of the General  Partner in November  2002.  Mr. Smith has
                                                 served as an  Executive  Vice  President  of Comcast for more than
                                                 five years.  Mr.  Smith is the Co-Chief  Financial  Officer of the
                                                 General Partner and of Comcast. He is 57 years old.

John R. Alchin..............................     John R. Alchin was named  Executive  Vice  President and Treasurer
                                                 of the General  Partner in November  2002. Mr. Alchin was named an
                                                 Executive  Vice  President  of Comcast in January  2000.  Prior to
                                                 that time,  he served as a Senior Vice  President and Treasurer of
                                                 Comcast  for more  than five  years.  Mr.  Alchin is the  Co-Chief
                                                 Financial  Officer of the General  Partner  and of Comcast.  He is
                                                 56 years old.

David L. Cohen(1)...........................     David L.  Cohen  joined  Comcast  in July 2002 as  Executive  Vice
                                                 President.  Prior to that time,  he was Partner  in, and  Chairman
                                                 of, the law firm of Ballard  Spahr  Andrews &  Ingersoll,  LLP for
                                                 more than



                                       15
<PAGE>

                                                 five  years.  Mr.  Cohen is a  director  of the   General  Partner.
                                                 He is 49 years old.

Arthur R. Block(1)..........................     Arthur R.  Block was named a  director  of the  General  Partner's
                                                 Board of  Directors  in November  2002.  Mr. Block has served as a
                                                 Senior  Vice  President  and General  Counsel  for  Comcast  since
                                                 January  2000.  Prior to January  2000,  Mr.  Block served as Vice
                                                 President  and Senior Deputy  General  Counsel of Comcast for more
                                                 than five years.  Mr.  Block also was named  Secretary  of Comcast
                                                 Corporation in November 2002. He is 50 years old.

Lawrence J. Salva...........................     Lawrence  J. Salva was named  Controller  of  Comcast in  November
                                                 2002.  Mr.  Salva  joined  Comcast in January  2000 as Senior Vice
                                                 President and Chief  Accounting  Officer.  Prior to that time, Mr.
                                                 Salva was a national  accounting  consulting partner in the public
                                                 accounting  firm of  PricewaterhouseCoopers  for  more  than  five
                                                 years.  Mr.  Salva  is  a  Senior  Vice  President  and  Principal
                                                 Accounting Officer of the General Partner. He is 48 years old.
</TABLE>

(1)  Directors  of  TCIV 5  serve  until  their  successors  are  appointed  and
     qualified.

ITEM 11    EXECUTIVE COMPENSATION

     The Partnership pays no direct compensation to the individuals named above,
but instead pays for their services through management and other fees paid to an
affiliate of Comcast  Cable  Holdings.  See "Certain  Relationships  and Related
Transactions" below.

ITEM 12    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     No General or Limited Partner of the  Partnership  owns more than 5% of the
Units.

ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Under a management  agreement with an affiliate of Comcast Cable  Holdings,
this  affiliate is reimbursed  for direct  out-of-pocket  and indirect  expenses
allocable to the Partnership,  and for certain personnel  employed on a full- or
part-time basis to perform accounting,  marketing, technical, or other services.
Such reimbursements aggregated $36,000 in 2004.

     At  December  31,  2004,  the   Partnership   owed  $1,457,000  to  Comcast
Corporation  and its  affiliates.  Such  amounts  are  non-interest-bearing  and
consist of the net effect of cash  advances  and  certain  intercompany  expense
allocations.

ITEM 14    PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

     The  aggregate  fees  billed  by  Deloitte  & Touche  LLP for  professional
services  rendered  for the audit of our  annual  financial  statements  for the
fiscal  years  ended  December  31,  2004 and 2003  and for the  reviews  of the
financial statements included in our Quarterly Reports on Form 10-Q for 2004 and
2003 totaled $20,000 and $20,000, respectively.

Audit-Related and All Other Fees

     There were no other  audit-related  fees or other services  rendered by our
principal accountant during the fiscal years ended December 31, 2004 and 2003.




                                       16
<PAGE>

     The Partnership  itself has no Board of Directors or Audit  Committee.  The
Audit Committee of the sole indirect shareholder of the General Partner, Comcast
Corporation,  pre-approves  all audit and  non-audit  services  provided  by its
independent  auditors prior to the engagement of the  independent  auditors with
respect to such services including the audit fees of the Partnership.

                                     PART IV

ITEM 15    EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES AND
           REPORTS ON FORM 8-K

     (a)   Financial Statements

<TABLE>
<CAPTION>
           Included in Part II of this Report:
                                                                                                 Page
<S>                                                                                                <C>
                  Report of Independent Registered Public Accounting Firm...........................6
                  Balance Sheets, December 31, 2004 and 2003........................................7
                  Statements of Operations, Years ended December 31, 2004,
                    2003 and 2002...................................................................8
                  Statements of Cash Flows, Years ended December 31, 2004,
                    2003 and 2002...................................................................9
                  Statements of Partners' Equity, Years ended December 31,
                    2004, 2003 and 2002............................................................10
                  Notes to Financial Statements, December 31, 2004, 2003 and
                    2002...........................................................................11
</TABLE>

     (b) (i)  Financial Statement Schedules

              All  schedules  are  omitted as they are not  required  or are not
applicable.

     (c) Reports on Form 8K:

         None.

     (d) Exhibits

         The following  exhibits are incorporated by reference herein (according
     to the number assigned to them in Item 601 of Regulation S-K), as noted:

         3        Articles of Incorporation and Bylaws:

                  Limited  Partnership  Agreement,  incorporated by reference to
                  Exhibit A to Prospectus  filed pursuant to Rule 424(b) as part
                  of Registration Statement 33-12064.

                  Limited Partnership Agreement of General Partner, incorporated
                  by reference to the  Partnership's  Annual Report on Form 10-K
                  for the year ended December 31, 1987  (Commission  File Number
                  0-16784).

         10       Material Contracts:

                  Management  Agreement between Cablevision and the Partnership,
                  incorporated by reference to the  Partnership's  Annual Report
                  on Form 10-K for the year ended December 31, 1987  (Commission
                  File Number 0-16784).

                  Acquisition  and  Disposition   Services   Agreement   between
                  Cablevision and the Partnership,  incorporated by reference to
                  the  Partnership's  Annual  Report  on Form  10-K for the year
                  ended December 31, 1987 (Commission File Number 0-16784).




                                       17
<PAGE>

                  Consulting Agreement,  re: the Partnership between Cablevision
                  and Presidio,  incorporated by reference to the  Partnership's
                  Annual  Report on Form 10-K for the year  ended  December  31,
                  1987 (Commission File Number 0-16784).

                  Asset  Purchase  Agreement  by and between  American  Cable TV
                  Investors 5, Ltd. and Gans Multimedia  Partnership dated as of
                  November   27,   1996,   incorporated   by  reference  to  the
                  Partnership's  Current  Report on Form 8-K filed  February 11,
                  1997.

                  Asset  Purchase  Agreement  by and between  American  Cable TV
                  Investors 5, Ltd. and Rifkin  Acquisition  Partners,  L.L.L.P.
                  dated as of November  29, 1996,  incorporated  by reference to
                  the  Partnership's  Current  Report on Form 8-K filed February
                  11, 1997.

                  Asset  Purchase  Agreement  by and between  American  Cable TV
                  Investors  5, Ltd.  and  Mediacom LLC dated as of December 24,
                  1996,  incorporated by reference to the Partnership's  Current
                  Report on Form 8-K filed February 11, 1997.

                  Asset  Purchase  Agreement  by and between  American  Cable TV
                  Investors 5, Ltd. and Century Communications Corp. dated as of
                  August   12,   1998,   incorporated   by   reference   to  the
                  Partnership's  Current  Report  on Form 8-K filed  August  27,
                  1998.

                  First  Amendment,  dated as of  November  11,  1998,  to Asset
                  Purchase  Agreement  dated as of August 12, 1998, by and among
                  American Cable TV Investors 5, Ltd. and Century Communications
                  Corp.,  incorporated by reference to the Partnership's  Annual
                  Report  on Form  10-K for the year  ended  December  31,  1998
                  (Commission File Number 0-16784).

                  Waiver and  Indemnification  Agreement by and between American
                  Cable  TV  Investors  5,  Ltd.  and  Adelphia   Communications
                  Corporation dated December 7, 1999.




                                       18
<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.

                                  AMERICAN CABLE TV INVESTORS 5, LTD.
                                  (A Colorado Limited Partnership)

                                  BY:  IR-TCI PARTNERS V, L.P.,
                                       -------------------------------------
                                       Its General Partner

                                  BY:  TCI VENTURES FIVE, INC.
                                       -------------------------------------
                                       A General Partner

                                  By:  /s/ Brian L. Roberts
                                       -------------------------------------
                                       Brian L. Roberts
Dated: March 31, 2005                  Chairman

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

                                  By:   /s/ Brian L. Roberts
                                        ------------------------------------
                                        Brian L. Roberts
                                        Chairman
                                        TCI Ventures Five, Inc.
Dated: March 31, 2005                   (Principal Executive Officer)

                                  By:   /s/ Lawrence S. Smith
                                        ------------------------------------
                                        Lawrence S. Smith
                                        Executive Vice President; Director
                                        TCI Ventures Five, Inc.
Dated: March 31, 2005                   (Co-Principal Financial Officer)

                                  By:   /s/ John R. Alchin
                                        ------------------------------------
                                        John R. Alchin
                                        Executive Vice President; Treasurer
                                        TCI Ventures Five, Inc.
Dated: March 31, 2005                   (Co-Principal Financial Officer)

                                  By:   /s/ David L. Cohen
                                        ------------------------------------
                                        David L. Cohen
                                        Executive Vice President; Director
Dated: March 31, 2005                   TCI Ventures Five, Inc.

                                  By:   /s/ Arthur R. Block
                                        ------------------------------------
                                        Arthur R. Block
                                        Senior Vice President; Secretary;
                                        Director
Dated: March 31, 2005                   TCI Ventures Five, Inc.

                                  By:   /s/ Lawrence J. Salva
                                        ------------------------------------
                                        Lawrence J. Salva
                                        Senior Vice President
                                        TCI Ventures Five, Inc.
Dated: March 31, 2005                   (Principal Accounting Officer)






                                       19
<PAGE>