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, 2003

     [ ]  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>



                                         AMERICAN CABLE TV INVESTORS 5, LTD.
                                            2003 FORM 10-K ANNUAL REPORT
                                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                       PART I
<S>                                                                                                            <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..................................................................................3
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....................16
Item 9A  Controls and Procedures.................................................................................16

                                                      PART III
Item 10  Directors and Executive Officers of the Registrant......................................................16
Item 11  Executive Compensation..................................................................................17
Item 12  Security Ownership of Certain Beneficial Owners and Management..........................................17
Item 13  Certain Relationships and Related Transactions..........................................................17
Item 14  Principal Accounting Fees and Services..................................................................17

                                                       PART IV
Item 15  Exhibits, Financial Statement Schedules, and Reports on Form 8-K........................................18
SIGNATURES.......................................................................................................20
</TABLE>

     This Annual  Report on Form 10-K is for the year ended  December  31, 2003.
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 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 has an  approximate  25% interest in the Joint  Venture,
which is managed 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 Company
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.  Based upon the  limited  facts  available,  management
believes  that,  although  no  assurance  can be given as to the outcome of this
action, the ultimate  disposition should not have a material adverse effect upon
the financial condition of the Partnership.

     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 $130,000, $1,131,000 and $402,000
for the years ended December 31, 2003, 2002 and 2001, respectively,  incurred by
the  defendants  with  respect  to the  above  lawsuit  have been  reflected  in
"Selling, General and Administrative Expenses" in the accompanying statements of
operations.

     On August 1, 2002, the plaintiff in the above lawsuit filed a motion to bar
defendants from recovering  indemnification  of attorneys' fees and costs during
the pendency of the lawsuit.  On September  16, 2002,  plaintiff and the General
Partner,  Ventures Five, and Comcast (the "TCI Defendants") filed with the court
a stipulation by which the TCI Defendants  agreed that ACT 5 would not reimburse
Comcast  for  legal  fees or  expenses  of the  TCI  Defendants  unless,  at the
conclusion of the case, the court authorizes the  indemnification  payment.  The
plaintiff withdrew its motion without prejudice.

     On January 31, 2003,  the court denied  plaintiff's  motion  seeking to bar
Lehman from recovering  indemnification  of attorney's fees and costs during the
pendency of this  lawsuit.  As a result,  Lehman is entitled to  indemnification
pursuant  to the terms of its  engagement  agreement  and Comcast is entitled to
reimbursement  by ACT 5 for such  indemnification  payments  made to Lehman.  In
December   2003,  ACT  5  made  this   reimbursement   payment  to  Comcast  for
approximately $712,000.

     On December 17, 2003, the Court denied  Plantiff's and the TCI  Defendants'
cross motions for summary judgment, except that the Court granted a component of
the TCI Defendants'  motion when it ruled that Plaintiff cannot maintain a claim
under  section  14(a) of the  Securities  Exchange  Act of 1934  based on events
occurring after the ACT 5 limited  partners'  December 1998 proxy vote approving
the sale of the Riverside  cable  television  system to Century.  The Court also
denied the Plaintiff's and Defendant's  respective motions in limine to preclude
certain  expert  testimony  at trial.  Additionally,  the Court  granted in part
Lehman's motion for summary  judgement,  determining  that Lehman cannot be held
liable for events occurring after the December 1998 proxy vote.

     On December  19, 2003,  the Court  granted in part  Plaintiff's  motion for
class  certification,  narrowing  the time period of the class to those  persons
(excluding  defendants) who were limited partners of ACT 5 from November 6, 1998
(the date of the Proxy Statement)

                                        2

<PAGE>



through  December 11, 1998 (the date of the special meeting of limited  partners
when the proxy vote occurred)  relative to Plaintiff's  prosecution of its claim
for violation of ss. 14(a) of the Securities Exchange Act of 1934.

     Although no assurance can be given as to the outcome of the indemnification
matters, based on information currently available to management,  ACT 5 believes
that the defendants are entitled to indemnification pursuant to the terms of the
Partnership Agreement.  Accordingly,  management of ACT 5 intends to continue to
reflect  covered  expenses in "General and  Administrative  Expenses".  From the
inception of the lawsuit through December 31, 2003,  claims for  indemnification
have been submitted to ACT 5 totaling  approximately $2.2 million.  Such amounts
are reflected in amounts due to related parties,  net of  reimbursements, in the
accompanying balance sheet at December 31, 2003.

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, 2003, 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,  2003 are
summarized as follows (such  information  should be read in conjunction with the
Partnership's financial statements included in Item 8 in this Form 10K):



<TABLE>
<CAPTION>
Summary Balance Sheet Data:
                                                                              December 31,
                                                    -----------------------------------------------------------------
                                                        2003          2002         2001          2000       1999(1)
                                                    ------------   ----------    ---------    ----------   ----------
                                                                          Amounts in thousands
<S>                                                       <C>          <C>          <C>           <C>         <C>
Cash and cash equivalents...........................      $9,184       $9,792       $9,481        $9,240      $49,067
Total assets........................................       9,678       10,286        9,975         9,795       51,457
Partners' equity....................................       7,466        7,721        9,080         9,295       49,306
Units outstanding...................................         200          200          200           200          200
</TABLE>


<TABLE>
<CAPTION>
Summary Statement of Operations Data:
                                                                        Years Ended December 31,
                                                    -----------------------------------------------------------------
                                                        2003          2002         2001          2000       1999(1)
                                                    ------------   ----------    ---------    ----------   ----------
                                                              Amounts in thousands, except per Unit amounts
<S>                                                         <C>        <C>            <C>           <C>        <C>
Revenue.............................................  $            $             $            $                $9,456
Operating loss......................................        (360)      (1,527)        (604)         (429)      (1,060)
Interest income.....................................         105          168          389         1,363          982
Gain on sale of cable television systems (2)........                                                  66       20,937
Net earnings (loss).................................        (255)      (1,359)        (215)        1,000       20,859
Net earnings (loss) per Unit........................       (1.26)       (6.73)       (1.06)         4.95       103.25
Distributions per Unit..............................                                                 203

<FN>
__________
(1)  The  December  31, 1999  summary  balance  sheet and summary  statement  of
     operations  data reflect the effect of the  Riverside  Sale. As a result of
     the Riverside Sale, the Partnership's  statement of operations for the year
     ended December 31, 1999 includes eleven months of operating results for the
     Riverside System.  See  "Management's  Discussion and Analysis of Financial
     Condition and Results of Operations -- General".
(2)  The Partnership recorded an adjustment to the gain on the Riverside Sale of
     $66,000 during the second quarter of 2000.
</FN>
</TABLE>


                                        4

<PAGE>



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

Overview

     The Partnership has sold  substantially 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,  2003 and  2002  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 decreased
$1,198,000  during  the  year  ended  December  31,  2003,  as  compared  to the
corresponding  prior year period.  Such decrease is primarily due to a reduction
in legal activity and related fees pending the 2004 trial date.

     Interest  income relates to interest earned on the  Partnership's  cash and
cash  equivalents.  Interest  income  decreased  $63,000 and $221,000 during the
years ended December 31, 2003 and 2002, as compared to the  corresponding  prior
year periods.  Such decrease in 2003 and in 2002 is due to a decline in interest
rates during the year.

Liquidity and Capital Resources

     At December 31, 2003,  the  Partnership  held cash and cash  equivalents of
$9,184,000.   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.

     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, 2003, the  partnership  has recognized
an amount payable to the General  Partner of  approximately  $1,772,000 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,  2003,   the   Partnership   had  $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





INDEPENDENT AUDITORS' REPORT

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,
2003 and 2002, and the related  statements of operations,  partners' equity, and
cash  flows  for the  years  then  ended.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of the Partnership as of December 31, 2003 and
2002,  and the results of its  operations  and its cash flows for the years then
ended 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.

Deloitte & Touche LLP

Philadelphia, Pennsylvania
March 29, 2004




                                        6

<PAGE>


INDEPENDENT AUDITORS' REPORT

The Partners
American Cable TV Investors 5, Ltd.

     We have  audited  the  accompanying  balance  sheet  of  American  Cable TV
Investors 5, Ltd. (a Colorado limited  partnership) as of December 31, 2001, and
the related  statements of operations,  partners' equity, and cash flows for the
year ended December 31, 2001. 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  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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 referred to above present fairly,
in all material respects,  the financial position of American Cable TV Investors
5, Ltd. as of December 31, 2001,  and the results of its operations and its cash
flows for the year ended  December  31,  2001,  in  conformity  with  accounting
principles generally accepted in the United States of America.

     As discussed in note 2 to the financial  statements,  the Partnership  sold
substantially all of its cable television assets and is currently in the process
of completing its liquidating distributions.



KPMG LLP

Denver, Colorado
March 25, 2002





                                        7

<PAGE>


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


BALANCE SHEET
-------------
<TABLE>
<CAPTION>
                                                                        December 31,            December 31,
                                                                            2003                    2002
                                                                       ---------------         ---------------
                                                                               (Amounts in thousands)
<S>                                                                             <C>                     <C>
Assets
------
Cash and cash equivalents............................................           $9,184                  $9,792
Funds held in escrow.................................................              494                     494
                                                                       ---------------         ---------------

                                                                                $9,678                 $10,286
                                                                       ===============         ===============


Liabilities and Partners' equity
--------------------------------
Unclaimed limited partner distribution checks........................             $440                    $441
Amounts due to related parties.......................................            1,772                   2,124
                                                                       ---------------         ---------------

         Total liabilities...........................................            2,212                   2,565
                                                                       ---------------         ---------------

Contingencies (Note 5)

Partners' equity (deficit):
     General partner.................................................           (3,227)                 (3,224)
     Limited partners................................................           10,693                  10,945
                                                                       ---------------         ---------------

         Total partners' equity......................................            7,466                   7,721
                                                                       ---------------         ---------------

                                                                                $9,678                 $10,286
                                                                       ===============         ===============

</TABLE>


See accompanying notes to financial statements.

                                                       8

<PAGE>


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


STATEMENT OF OPERATIONS
-----------------------


<TABLE>
<CAPTION>
                                                                                   Year Ended December 31,
                                                                           2003             2002              2001
                                                                       -------------    -------------     -------------
                                                                         (Amounts in thousands, except unit amounts)
<S>                                                                            <C>            <C>                 <C>
General and administrative expenses....................................        ($360)         ($1,527)            ($604)
Interest income........................................................          105              168               389
                                                                       -------------    -------------     -------------

     Net loss..........................................................        ($255)         ($1,359)            ($215)
                                                                       =============    =============     =============

Net loss per limited partnership unit ("Unit").........................       ($1.26)          ($6.73)           ($1.06)
                                                                       =============    =============     =============

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

</TABLE>


See accompanying notes to financial statements.



                                                       9

<PAGE>


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


STATEMENT OF CASH FLOWS
-----------------------


<TABLE>
<CAPTION>
                                                                                     Year Ended December 31,
                                                                             2003              2002             2001
                                                                         -------------    --------------    -------------
                                                                                      (amounts in thousands)
<S>                                                                              <C>             <C>                <C>
Cash flows from operating activities:
     Net loss............................................................        ($255)          ($1,359)           ($215)
     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..............         (353)            1,670              456
                                                                         -------------    --------------    -------------

              Net cash (used in) provided by operating activities........         (608)              311              241

         Cash and cash equivalents:
              Beginning of period........................................        9,792             9,481            9,240
                                                                         -------------    --------------    -------------

              End of period..............................................       $9,184            $9,792           $9,481
                                                                         =============    ==============    =============
</TABLE>


See accompanying notes to financial statements.

                                       10

<PAGE>


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


STATEMENTS OF PARTNERS' EQUITY
------------------------------

<TABLE>
<CAPTION>


                                                                            General          Limited
                                                                            Partner          Partners           Total
                                                                         -------------    --------------    -------------
                                                                                      (amounts in thousands)
<S>                                                                           <C>               <C>               <C>
Balance at January 1, 2001...........................................          ($3,208)          $12,503           $9,295
     Net loss........................................................               (3)             (212)            (215)
                                                                         -------------    --------------    -------------

Balance at December 31, 2001.........................................           (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
                                                                         =============    ==============    =============
</TABLE>




                                       11

<PAGE>


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


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  substantially 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,  2003  and  2002,   $8,810,000   and  $9,419,000  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, 2003 was 200,005.

     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.

                                       12

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)

     Reclassifications
     Certain  reclassifications  have been made to the  prior  years'  financial
     statements to conform to those classifications used in 2003.

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, 2003, 2002 and 2001, 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 of
     ACT 5. The lawsuit also names certain  affiliates of the General Partner as
     defendants.  The lawsuit  alleges that the defendants  violated  disclosure
     requirements  under the Securities  Exchange Act of 1934 in connection with
     soliciting limited partner approval of the sale of the Partnership's  cable
     television

                                       13

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)

     system located in and around  Riverside,  California (the "Riverside Sale")
     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. On May 18, 2001, the Court denied the Defendants' motion to
     dismiss the complaint.  Based upon the limited facts available,  management
     believes that, although no assurance can be given as to the outcome of this
     action, the ultimate  disposition should not have a material adverse effect
     upon the financial condition of the Partnership.

     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 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, 2003,  2002 and 2001,  legal fees related to the above
     lawsuit of  $130,000,  $1,131,000  and  $402,000,  respectively,  have been
     included  in  general  and  administrative  expenses  in  the  accompanying
     statements of operations.

     On August 1, 2002, the plaintiff in the above lawsuit filed a motion to bar
     defendants  from recovering  indemnification  for attorneys' fees and costs
     during the pendency of the lawsuit.  On September  16, 2002,  plaintiff and
     the General  Partner,  Ventures  Five,  and Comcast (the "TCI  Defendants")
     filed with the court a stipulation by which the TCI Defendants  agreed that
     ACT 5 would not  reimburse  Comcast  for legal fees or  expenses of the TCI
     Defendants  unless, at the conclusion of the case, the court authorizes the
     indemnification   payment.   The  plaintiff  withdrew  its  motion  without
     prejudice.

     On January 31, 2003,  the court denied  plaintiff's  motion  seeking to bar
     Lehman from recovering  indemnification of attorney's fees and costs during
     the  pendency  of  this  lawsuit.  As  a  result,  Lehman  is  entitled  to
     indemnification  pursuant  to the  terms of its  engagement  agreement  and
     Comcast is  entitled  to  reimbursement  by ACT 5 for such  indemnification
     payments made to Lehman.  In December 2003,  ACT 5 made this  reimbursement
     payment to Comcast for approximately $712,000.

     On December 17, 2003, the Court denied  Plantiff's and the TCI  Defendants'
     cross  motions  for  summary  judgment,  except  that the  Court  granted a
     component of the TCI Defendants' motion when it ruled that Plaintiff cannot
     maintain a claim under section 14(a) of the Securities Exchange Act of 1934
     based on events occurring after the ACT 5 limited  partners'  December 1998
     proxy vote approving the sale of the Riverside cable  television  system to
     Century.  The Court also denied the Plaintiff's and Defendant's  respective
     motions  in  limine  to  preclude   certain  expert   testimony  at  trial.
     Additionally,  the  Court  granted  in part  Lehman's  motion  for  summary
     judgement,  determining  that  Lehman  cannot  be held  liable  for  events
     occurring after the December 1998 proxy vote.

     On December  19, 2003,  the Court  granted in part  Plaintiff's  motion for
     class  certification,  narrowing  the  time  period  of the  class to those
     persons  (excluding  defendants)  who were  limited  partners of ACT 5 from
     November 6, 1998 (the date of the Proxy  Statement)  through  December  11,
     1998 (the date of the special  meeting of limited  partners  when the proxy
     vote  occurred)  relative  to  Plaintiff's  prosecution  of its  claim  for
     violation of ss. 14(a) of the Securities Exchange Act of 1934.


                                       14

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Concluded)

     Although  no  assurance  can be given as to the  outcome  of the  remaining
     indemnification  matters,  based  on  information  currently  available  to
     management,  ACT 5  believes  that  the  TCI  Defendants  are  entitled  to
     indemnification  pursuant  to  the  terms  of  the  Partnership  Agreement.
     Accordingly,  management  of ACT 5 intends to continue  to reflect  covered
     expenses in general and administrative  expenses. From the inception of the
     lawsuit through  December 31, 2003,  claims for  indemnification  have been
     submitted to ACT 5 totaling  approximately  $2.2 million.  Such amounts are
     reflected in amounts due to related parties, net of reimbursements,  in the
     accompanying balance sheet at December 31, 2003.

     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.

     The claim against the Southern  Tennessee Escrow and the lawsuit  described
     above 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>
      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

      2002
      ----
      Net loss...................................................    ($100)     ($742)     ($405)     ($112)    ($1,359)
      Net loss per limited partnership unit......................     (.50)     (3.67)     (2.00)      (.56)      (6.73)
      Limited partnership units outstanding......................  200,005    200,005    200,005    200,005     200,005
</TABLE>



                                       15

<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  adequate and designed to ensure
     that material information relating to us and our consolidated  subsidiaries
     would be made known to them by others within those entities.

     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.

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, 2002, 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 44 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 56 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 55 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

                                       16

<PAGE>



                                                 five years. Mr. Cohen is a director of the General Partner. He is 48
                                                 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 49 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 47 years old.

<FN>
(1)  Directors  of  TCIV 5  serve  until  their  successors  are  appointed  and
     qualified.
</FN>
</TABLE>

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 2003.

     At  December  31,  2003,  the   Partnership   owed  $1,772,000  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,  2003 and 2002  and for the  reviews  of the
financial  statements  included in our  Quarterly  Reports on Form 10-Q for 2003
totaled $20,000 and $16,000, 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, 2003 and 2002.

     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




                                       17

<PAGE>

independent  auditors prior to the engagement of the  independent  auditors with
respect to such services including the audit fees of the Partnership.

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

     (a)   Financial Statements

           Included in Part II of this Report:
<TABLE>
<CAPTION>
                                                                                                 Page
<S>                                                                                                <C>
                  Independent Auditors' Report......................................................6
                  Balance Sheets, December 31, 2003 and 2002........................................8
                  Statements of Operations, Years ended December 31, 2003,
                    2002 and 2001...................................................................9
                  Statements of Cash Flows, Years ended December 31, 2003,
                    2002 and 2001..................................................................10
                  Statements of Partners' Equity, Years ended December 31,
                    2003, 2002 and 2001............................................................11
                  Notes to Financial Statements, December 31, 2003, 2002 and
                    2001...........................................................................12
</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).


                                       18

<PAGE>



                  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).

                  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.


                                       19

<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 30, 2004                       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 30, 2004                     (Principal Executive Officer)

                                    By:   /s/ Lawrence S. Smith
                                          --------------------------------------
                                          Lawrence S. Smith
                                          Executive Vice President; Director
                                          TCI Ventures Five, Inc.
Dated: March 30, 2004                     (Co-Principal Financial Officer)

                                    By:   /s/ John R. Alchin
                                          --------------------------------------
                                          John R. Alchin
                                          Executive Vice President; Treasurer
                                          TCI Ventures Five, Inc.
Dated: March 30, 2004                     (Co-Principal Financial Officer)

                                    By:   /s/ David L. Cohen
                                          --------------------------------------
                                          David L. Cohen
                                          Executive Vice President; Director
Dated: March 30, 2004                     TCI Ventures Five, Inc.

                                    By:   /s/ Arthur R. Block
                                          --------------------------------------
                                          Arthur R. Block
                                          Senior Vice President; Secretary;
                                          Director
Dated: March 30, 2004                     TCI Ventures Five, Inc.

                                    By:   /s/ Lawrence J. Salva
                                          --------------------------------------
                                          Lawrence J. Salva
                                          Senior Vice President
                                          TCI Ventures Five, Inc.
Dated: March 30, 2004                     (Principal Accounting Officer)


                                       20

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