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

                                   FORM 10-K/A
(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>

Explanatory Note


         This Amendment No. 1 to Form 10-K is filed solely to insert a conformed
signature  to the  Report  of  Independent  Registered  Public  Accounting  Firm
included in Item 8. The conformed  signature  inadvertently was omitted from the
original filing.




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.


/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania
March 23, 2005




                                       2
<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.




                                       3
<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.




                                       4
<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.






                                       5
<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.





                                       6
<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.




                                       7
<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





                                       8
<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.


                                       9
<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>




                                       10
<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 hereunto duly authorized.


                               AMERICAN CABLE TV INVESTORS 5, LTD.
Date:    April  29, 2005       By:   /s/ Arthur R. Block
                                     -------------------------------------------
                                     Name:   Arthur R. Block
                                     Title:  Senior Vice President and Secretary


<PAGE>