Form 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                   |X|    Quarterly  Report  Pursuant  to  Section 13 or
                          15(d) of the Securities  Exchange Act of 1934.
                          For the quarterly period ended June 30, 2001

                   |_|    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 0-23842

                       ATEL Cash Distribution Fund V, L.P.
             (Exact name of registrant as specified in its charter)

California                                                            94-3165807
----------                                                            ----------
(State or other jurisdiction of                               (I. R. S. Employer
 incorporation or organization)                              Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (415) 989-8800



Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                     Yes |X|
                                     No |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.














                                       2
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 2001 AND DECEMBER 31, 2000
                                   (Unaudited)


                                     ASSETS

                                                    2001              2000
                                                    ----              ----
Cash and cash equivalents                            $268,705        $1,571,943

Accounts receivable, net of allowance for
   doubtful accounts of $100,605 in
   2001, none in 2000                               1,620,612         2,299,308

Other receivables, net of allowance for
   doubtful accounts of $100,605 in 2000                    -         1,309,783

Investments in leases                              39,506,267        44,819,860
                                             ----------------- -----------------
                                                  $41,395,584       $50,000,894
                                             ================= =================




                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $13,481,519       $16,389,312

Line of credit                                      2,000,000         1,000,000

Accounts payable
     Other                                            791,964           860,649
     General partner                                  317,754            76,886
     Equipment purchases                                1,352             1,352

Accrued interest expense                               37,799            61,866

Unearned lease income                                 127,398           194,253
                                             ----------------- -----------------
Total liabilities                                  16,757,786        18,584,318

Partners' capital:
     General partner                                  193,836           186,646
     Limited partners                              24,443,962        31,229,930
                                             ----------------- -----------------
Total partners' capital                            24,637,798        31,416,576
                                             ----------------- -----------------
Total liabilities and partners' capital           $41,395,584       $50,000,894
                                             ================= =================

                             See accompanying notes.


                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Six Months                         Three Months
                                                      Ended June 30,                      Ended June 30,
                                                      --------------                      --------------
                                                   2001             2000              2001              2000
                                                   ----             ----              ----              ----
<S>                                                <C>              <C>               <C>               <C>
Revenues:
Leasing activities:
   Operating lease revenues                       $ 2,923,158      $ 5,469,468       $ 1,369,719       $ 2,658,394
   Direct financing leases                            293,896          715,939           142,506           325,811
   Leveraged leases                                    30,753           44,933            16,510            42,523
   Gain (loss) on sales of assets                     213,005          904,239           (69,182)          754,161
Interest income                                        20,087           62,975             6,396            23,811
Other                                               1,237,683           14,167         1,236,518             8,882
                                             ----------------- ---------------- ----------------- -----------------
                                                    4,718,582        7,211,721         2,702,467         3,813,582
Expenses:
Depreciation and amortization                       2,327,175        3,472,054         1,143,759         1,792,537
Interest                                              578,133          716,903           284,224           378,879
Cost reimbursements to General Partner                414,801          195,594           240,968           123,244
Equipment and incentive management fees               315,029          491,787           212,537           375,864
Other                                                 156,899          115,425            84,699            62,185
Professional fees                                     111,942           69,372            40,206            48,394
Railcar maintenance                                    95,607          138,570            83,997            43,994
                                             ----------------- ---------------- ----------------- -----------------
                                                    3,999,586        5,199,705         2,090,390         2,825,097
                                             ----------------- ---------------- ----------------- -----------------
Net income                                          $ 718,996      $ 2,012,016         $ 612,077         $ 988,485
                                             ================= ================ ================= =================
Net income:
     General partner                                  $ 7,190         $ 20,120           $ 6,121           $ 9,885
     Limited partners                                 711,806        1,991,896           605,956           978,600
                                             ----------------- ---------------- ----------------- -----------------
                                                    $ 718,996      $ 2,012,016         $ 612,077         $ 988,485
                                             ================= ================ ================= =================
Weighted average number of units
   outstanding                                     12,497,000       12,497,000        12,497,000        12,497,000
Net income per limited partnership unit                 $0.06            $0.16             $0.05             $0.08
</TABLE>



                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Limited Partners      General
                                       Units            Amount           Partners           Total
<S>                                     <C>             <C>                 <C>            <C>
Balance December 31, 2000               12,497,000      $31,229,930         $ 186,646      $ 31,416,576
Distributions to limited partners                        (7,497,774)                -        (7,497,774)
Net income                                                  711,806             7,190           718,996
                                  ----------------- ---------------- ----------------- -----------------
Balance June 30, 2001                   12,497,000      $24,443,962         $ 193,836      $ 24,637,798
                                  ================= ================ ================= =================
</TABLE>

                             See accompanying notes.



                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2001 AND 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Six Months                         Three Months
                                                               Ended June 30,                      Ended June 30,
                                                               --------------                      --------------
                                                            2001             2000              2001              2000
                                                            ----             ----              ----              ----

Operating activities:
<S>                                                          <C>            <C>                 <C>               <C>
Net income                                                   $ 718,996      $ 2,012,016         $ 612,077         $ 988,485
Adjustments to reconcile net income
   to net cash provided by operations
   Leveraged lease income                                      (30,753)         (44,933)          (16,510)          (42,523)
   Depreciation and amortization                             2,327,175        3,472,054         1,143,759         1,792,537
   (Gain) loss on sales of assets                             (213,005)        (904,239)           69,182          (754,161)
Changes in operating assets and liabilities:
      Accounts receivable                                      678,696          647,509           430,042           (93,252)
      Accounts payable, general partner                        240,868          153,137           215,262           129,373
      Accounts payable, other                                  (68,685)         485,422           (29,514)          473,390
      Accrued interest expense                                 (24,067)         (16,683)           (9,769)           (6,681)
      Unearned lease income                                    (66,855)        (145,174)           48,127            (1,505)
                                                      ----------------- ---------------- ----------------- -----------------

Net cash provided by operating activities                    3,562,370        5,659,109         2,462,656         2,485,663
                                                      ----------------- ---------------- ----------------- -----------------

Investing activities:
Proceeds from sales of assets                                2,193,637        4,639,702          (176,912)        2,553,842
Reduction in net investment in direct
   financing leases                                          1,036,539        1,213,123           919,200         1,059,230
Payments received on notes receivable                        1,309,783          159,569         1,309,783           159,569
Reduction in net investment in leveraged
   leases                                                            -                -           (28,486)           (4,820)
Purchase of equipment on operating leases                            -                -                 -                 -
                                                      ----------------- ---------------- ----------------- -----------------
Net cash provided by investing
   activities                                                4,539,959        6,012,394         2,023,585         3,767,821
                                                      ----------------- ---------------- ----------------- -----------------
</TABLE>




                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2001 AND 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Six Months                         Three Months
                                                               Ended June 30,                      Ended June 30,
                                                               --------------                      --------------
                                                            2001             2000              2001              2000
                                                            ----             ----              ----              ----
<S>                                                          <C>            <C>                 <C>               <C>
Financing activities:
Distributions to limited partners                           (7,497,774)      (7,496,766)       (3,749,028)       (3,748,775)
Repayment of non-recourse debt                              (2,907,793)      (3,425,449)         (994,072)       (1,723,611)
Borrowing under line of credit                               3,000,000                -         2,000,000                 -
Repayment of line of credit                                 (2,000,000)               -        (2,000,000)                -
                                                      ----------------- ---------------- ----------------- -----------------
Net cash used in financing activities                       (9,405,567)     (10,922,215)       (4,743,100)       (5,472,386)
                                                      ----------------- ---------------- ----------------- -----------------

Net (decrease) increase in cash and
   cash equivalents                                         (1,303,238)         749,288          (256,859)          781,098
Cash at beginning of period                                  1,571,943        3,330,065           525,564         3,298,255
                                                      ----------------- ---------------- ----------------- -----------------
Cash at end of period                                        $ 268,705      $ 4,079,353         $ 268,705       $ 4,079,353
                                                      ================= ================ ================= =================

Supplemental disclosure of cash flow
   information:
Cash paid during the period for interest                     $ 602,200        $ 733,586         $ 293,993         $ 385,560
                                                      ================= ================ ================= =================
</TABLE>




                             See accompanying notes.







                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2.  Organization and partnership matters:

ATEL Cash Distribution Fund V, L.P. (the Partnership), was formed under the laws
of the State of California  on September 23, 1992,  for the purpose of acquiring
equipment to engage in equipment leasing and sales activities.

The Fund does not make a provision  for income taxes since all income and losses
will be allocated to the Partners for inclusion in their individual tax returns.


3. Investment in leases:

The Partnership's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                                          Depreciation
                                                                          Expense or         Reclass-
                                                        December 31,     Amortization      ifications &        June 30,
                                                            2000           of Leases       Dispositions          2001
                                                            ----           ---------     - -------------         ----
<S>                                                       <C>               <C>                <C>              <C>
Net investment in operating leases                        $ 32,786,220      $(2,204,816)       $ (864,676)      $29,716,728
Net investment in direct financing leases                   10,806,430       (1,036,539)         (620,563)        9,149,328
Net investment in leveraged leases                           1,567,840           30,753          (275,987)        1,322,606
Residual interests                                             835,759                -                 -           835,759
Reserve for losses                                          (2,224,816)               -                 -        (2,224,816)
Assets held for sale or lease                                  414,733                -          (219,406)          195,327
Initial direct costs, net of accumulated
   amortization of $1,396,983 in 2000 and
   $1,354,139 in 2001                                          633,694         (122,359)                -           511,335
                                                    ------------------- ---------------- ----------------- -----------------
                                                          $ 44,819,860      $(3,332,961)      $(1,980,632)     $ 39,506,267
                                                    =================== ================ ================= =================
</TABLE>







                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


3. Investments in leases (continued):


The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 2000,
acquisitions and dispositions  during the quarters ended March 31, 2001 and June
30, 2001 and as of June 30, 2001.

<TABLE>
<CAPTION>
                                                        Reclassifications
                                December 31,             & Dispositions                June 30,
                                    2000          1st Quarter      2nd Quarter           2001
                                    ----          -----------      -----------           ----
<S>                               <C>               <C>                <C>             <C>
Transportation                    $ 39,986,135      $(1,955,780)       $ (237,092)     $ 37,793,263
Construction                        11,811,563         (120,465)                -        11,691,098
Materials handling                   4,258,309         (518,682)         (611,472)        3,128,155
Manufacturing                        3,128,154                -           336,295         3,464,449
                              ----------------- ---------------- ----------------- -----------------
                                    59,184,161       (2,594,927)         (512,269)       56,076,965
Less accumulated depreciation      (26,397,941)         780,775          (743,071)      (26,360,237)
                              ----------------- ---------------- ----------------- -----------------
                                  $ 32,786,220      $(1,814,152)      $(1,255,340)     $ 29,716,728
                              ================= ================ ================= =================
</TABLE>

All of the property on operating  leases was acquired during 1993,  1994,  1995,
1996 and 1997.

At June 30, 2001, the aggregate  amounts of future minimum lease payments are as
follows:

             Year ending        Direct
            December 31,      Financing         Operating          Total
            ------------      ---------         ---------          -----
                    2001          $ 957,874      $ 2,441,743       $ 3,399,617
                    2002          1,955,437        4,306,047         6,261,484
                    2003            428,734        1,689,714         2,118,448
                    2004            622,852          759,849         1,382,701
                    2005            496,654          821,534         1,318,188
              Thereafter          4,514,770        4,639,279         9,154,049
                           ----------------- ---------------- -----------------
                                $ 8,976,321      $14,658,166      $ 23,634,487
                           ================= ================ =================









                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


4.  Non-recourse debt:

Notes  payable  to  financial  institutions  are  due  in  varying  monthly  and
semi-annual  installments  of principal and  interest.  The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.33% to 10.53%.

Future minimum principal payments of non-recourse debt are as follows:

         Year ending
        December 31,      Principal         Interest           Total
        ------------      ---------         --------           -----
                2001        $ 1,818,247        $ 465,474       $ 2,283,721
                2002          2,725,049          694,127         3,419,176
                2003            709,048          553,832         1,262,880
                2004            453,006          513,642           966,648
                2005            481,214          485,263           966,477
          Thereafter          7,294,955        2,432,093         9,727,048
                       ----------------- ---------------- -----------------
                           $ 13,481,519      $ 5,144,431      $ 18,625,950
                       ================= ================ =================


5.  Related party transactions:

The terms of the  Agreement  of Limited  Partnership  provide  that the  General
Partner  and/or  Affiliates  are entitled to receive  certain fees for equipment
acquisition, management and resale and for management of the Partnership.

The General Partner and/or Affiliates earned the following fees and commissions,
pursuant to the  Agreement of Limited  Partnership  during the six month periods
ended June 30, 2001 and 2000 as follows:

                                                   2001              2000
                                                   ----              ----
Equipment  and incentive management fees            $ 315,029         $ 491,787

Reimbursement of costs                                414,801           195,594
                                             ----------------- -----------------
                                                     $729,830          $687,381
                                             ================= =================






                                       10
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (Unaudited)


6. Partner's capital:

The Fund is authorized to issue up to  12,500,000  Units of Limited  Partnership
interest in addition to the Initial Limited Partners.

The Fund's Net Profits,  Net Losses and Tax Credits are to be  allocated  99% to
the Limited Partners and 1% to the General Partner.

As more fully described in the Agreement of Limited Partnership,  available Cash
from  Operations  and Cash from Sales or  Refinancing  shall be  distributed  as
follows:

First,  5% of  Distributions  of Cash from  Operations to the General Partner as
Incentive Management Fees.

Second,  the balance to the Limited  Partners  until the Limited  Partners  have
received  aggregate  Distributions,  as  defined,  in an  amount  equal to their
Original  Invested  Capital,  as  defined,  plus  a  10%  per  annum  cumulative
(compounded daily) return on their Adjusted Invested Capital, as defined.

Third,  the General  Partner  will  receive as Incentive  Management  Fees,  the
following:

      (A) 10% of remaining Cash from Operations, as defined,

      (B) 15% of remaining Cash from Sales or Refinancing, as defined.

Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $62,000,000 revolving credit agreement with a group of financial
institutions  which  expires  on April  12,  2002.  The  agreement  includes  an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

The  Partnership  had  $2,000,000 of borrowings  under the agreement at June 30,
2001.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
2001.


8.  Other income:

During  the  second  quarter  of  2001,  the  Partnership  recognized  a gain of
$1,234,542  upon the receipt of proceeds  from the  bankruptcy  of  Schwegmann's
Giant Supermarkets, a former lessee of the Partnership.



                                       11
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Capital Resources and Liquidity

Funds which have been  received,  but which have not yet been invested in leased
equipment, are invested in interest-bearing accounts or  high-quality/short-term
commercial paper.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The General  Partner  envisions  no such  requirements  for
operating purposes.

As of June 30, 2001, the  Partnership  had borrowed  $58,317,911.  The remaining
unpaid balance at that date was  $13,481,519.  Borrowings are to be non-recourse
to the Partnership, that is, the only recourse of the lender is to the equipment
or corresponding  lease acquired or secured with the loan proceeds.  The General
Partner  expects that aggregate  borrowings in the future will be  approximately
40% of  aggregate  equipment  cost.  In any  event,  the  Agreement  of  Limited
Partnership  limits such  borrowings to 40% of the total cost of  equipment,  in
aggregate.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates in a $62,000,000  revolving  line of credit with a group of financial
institutions. The line of credit expires on April 12, 2002.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment. As of June 30, 2001, there were no such
commitments.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.


Cash flows

For both the three and six month  periods  in 2001 and 2000,  the  Partnership's
primary source of cash flows from operations was rents from operating leases.

In 2001 and 2000, the most significant source of cash from investing  activities
in both the six and three month periods was proceeds from sales of lease assets.
Rents from direct  financing  leases were also significant in both the three and
six month periods. In May 2001, the Partnership  received payment on the amounts
carried as notes  receivable  ($1,309,783).  The  Partnership has no other notes
receivable.

In 2001, the only financing  source of cash was $3,000,000  borrowed on the line
of credit.  In 2000,  there were no sources of cash from  financing  activities.
Distributions to the Limited Partners was the primary  financing use of cash and
it did not  change  significantly  from  the  prior  year.  Cash  used to  repay
non-recourse debt has decreased as a result of scheduled debt reductions.


                                       12
<PAGE>

Results of operations

The primary source of revenues is operating  leases and is expected to remain so
in future periods. As leases reach their scheduled terminations, the Partnership
expects to either sell the assets or to re-lease them.  Revenues from succeeding
leases are usually  lower than the  amounts  received  on earlier  leases.  As a
result,  lease rents are expected to decline in future  periods until all of the
assets  are  sold.   Operating  lease  revenues  declined  by  $2,546,310  (from
$5,469,468  in 2000 to  $2,923,158  in  2001)  for the  six  month  periods  and
$1,288,675  (from  $2,658,394  in 200 to $1,369,719 in 2001) for the three month
periods.

Depreciation is the  Partnership's  largest  expense and is related  directly to
operating  lease assets and revenues.  Depreciation  also decreased for both the
three and six month periods as a result of these lease terminations.

In 2001, sales of assets resulted in a gain of $213,005 for the six month period
and a loss of $69,182 for the three month  period  compared to gains of $904,239
for the six month period and $754,161 for the three month period in 2000.

Interest  expense has  declined  for both the six and three  month  periods as a
result of decreased  total debt  balances  compared to 2000.  Debt balances have
been reduced as a result of scheduled debt payments.

Management fees are related to lease revenues  (equipment  management  fees) and
the  amounts of cash  generated  from  operations  which is  distributed  to the
limited partners  (incentive  management fees). Lease revenues declined compared
to 2000 as noted above.  More of the  distributions to the limited partners came
from the  proceeds of asset sales (on which no  management  fees are being paid)
rather  than  from  cash  generated  from  operations.  These  gave  rise to the
decreases in management fees compared to 2000.



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

The  following is a discussion of legal matters  involving the  Partnership  but
which do not represent claims against the Partnership or its assets,  except for
the claim by Republic Financial  Corporation  described below. No other material
legal  proceedings are currently  pending against the Partnership or against any
of its assets.

Schwegmann's Giant Supermarkets:

In  October  1997,  Schwegmann's  Giant  Supermarkets  defaulted  on the  timely
performance  of the lease  payments,  and certain  other  obligations  under the
lease,  with respect to two of five  locations of retail  grocery store fixtures
and  equipment,  with a receivable  balance  then  totaling  approximately  $1.7
million.  The remaining  portion of the lease  payments with respect to three of
five stores was assumed by SGSM  Acquisition  Company (a  subsidiary of Kohlberg
and Co.) ("SGSM").  Payments with respect to these leases remained current until
February  1999;  however,  on March 26, 1999,  SGSM filed for  protection  under
Chapter 11 of the U.S.  Bankruptcy  Code.  On  February  22,  2000,  and then on
September 20, 2000,  two of the obligors  under the original  lease,  Schwegmann
Westside  Expressway Inc. and Schwegmann Giant Supermarkets  Partnership,  filed
for protection under Chapter 11 of the U.S. Bankruptcy Code, respectively.

The Partnership has liquidated all equipment leased under their lease, resulting
in net proceeds of $384,353.41,  which  represents  9.26% of original  equipment
cost.

                                       13
<PAGE>

The  Partnership  obtained  and  recorded  a  judgment  against  the  lessee and
guarantors in the approximate  amount of $2.8 million,  and pursued  recovery of
these liquidated damages, plus expenses, due under the lease. The lessee claimed
sufficient  assets to satisfy the claims of all secured creditors of the lessee;
however,  the lessee's  assets are primarily  relatively  illiquid real property
investments.  The lessee received  $15,000,000 in proceeds from a parcel of real
property  sold to a large  home  improvement  retail  chain,  which  amount  was
sufficient  to  pay  off  substantially  all  of the  creditors,  including  the
Partnership's  claim of $2.8  million.  As of this  date,  the  Partnership  has
received in excess of $2.6 million in satisfaction of its claim, and the General
Partner  believes  that it has a reasonable  basis for assuming  recovery of its
remaining  liquidated damages balance,  in the approximate amount of $800,000 in
full satisfaction of its claim.

Pegasus Gold Corporation:

On January 16, 1998, Pegasus Gold Corporation filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The initial meeting of creditors  established by
the U.S. Trustee's Office was held on March 9, 1998. The lessee's lease with the
Partnership had previously  been leveraged on a non-recourse  basis with The CIT
Group/Equipment  Financing,  Inc. ("CIT"), and all lease receivables  (currently
estimated at  $2,211,902  as of February 14, 2001) were  assigned to the lender.
Consequently,  the  Partnership's  exposure  is no greater  than the fair market
residual value of the equipment under lease,  currently estimated at $1,101,803.
The  reorganized  lessee/debtor  has  assumed  the  Partnership's  lease  in the
Bankruptcy  Court and cured all past due  payments  which are now  current.  The
Partnership  has  entered  into an Escrow  Agreement  with CIT,  wherein CIT has
agreed not to  foreclose  on the  Partnership's  interest  so long as the lessee
continues to perform under the lease.

At this  time,  the lessee is current  in its lease  obligations.  The  ultimate
recovery under this lease is dependent on the price of gold remaining at a level
sufficient to make the lessee's operations profitable,  and,  consequently,  any
assessment of the impact of an adverse outcome of this matter remains uncertain.
The original seven-year lease term expires on December 31, 2003.

Quaker Coal Company:

On December  31,  1997,  Quaker Coal  Company  requested a  moratorium  on lease
payments from January  through  March 1998.  No lease  payments were made by the
lessee through June of 1998, and as a result,  the General Partner  declared the
lease in default.  Subsequently,  the lessee cured the outstanding  payments and
eventually  satisfied  substantially  all lease  payments  due under the  Lease;
however,  the  General  Partner  refused to waive the  default  and  insisted on
contractual damages. The General Partner filed a suit against the lessee for its
contractual  damages in the U.S.  District  Court of  Northern  California  (the
"Court")  (Case No.  98-02971  THE).  On June 16,  2000,  the  lessee  filed for
protection  under Chapter 11 of the U.S.  Bankruptcy  Code. The amounts of these
damages have not been included in the financial  statements  included in Part I,
Item 1 of this report.

The Partnership  obtained a stipulation for relief from the automatic bankruptcy
stay to allow the Court to issue its ruling,  and filed a request to participate
on the Official Committee of Unsecured Creditors in the bankruptcy  proceedings.
The Partnership  succeeded upon securing the return of its equipment,  which has
been liquidated,  netting  approximately 17% of the original equipment cost. The
Court  issued a ruling on March 4, 2001,  denying  the  Partnership's  claim for
damages.  The Lessee  subsequently  filed a claim against the  Partnership,  for
reimbursement  of its legal expenses.  The General Partner  believes the Court's
decision is erroneous,  as a matter law, and has filed an appeal of the decision
in the U.S. District Court of Appeals.

The lessee filed a plan of reorganization, which has been objected to by several
large creditors, including the General Partner. These creditors are also seeking
a formal role on the creditors committee or formation of their own committee.

Currently,  the likelihood of recovery of amounts above the payment of the lease
rent and the liquidation of the equipment is speculative and highly uncertain.

                                       14
<PAGE>

Republic Transportation Finance, Inc.:

On September 11, 2000,  Republic  Transportation  Finance,  Inc. and its parent,
Republic Financial Corporation  (collectively,  "Republic"),  filed suit against
the  Partnership,  claiming  relief in the  approximate  amount  of  $1,110,770,
representing  Republic's  interpretation of their proceeds to a residual sharing
arrangement. The Partnership does not dispute that remarketing proceeds are owed
to  Republic,  merely the amount.  The  Partnership  believes  that  Republic is
entitled to approximately $587,317, based upon the Partnership's  interpretation
of the contract.  The Partnership  believes that the suit is without merit,  and
aggressively  defend the action.  Although the Partnership  lost its request for
dismissal of the suit for failure of establishing personal jurisdiction, and was
prepared  to defend  on the  merits of the  case,  it  simultaneously  sought an
acceptable  settlement.  Although the  Partnership  believed it had a reasonable
basis for prevailing, it agreed to settle this matter for a total of $750,000.


Item 6. Exhibits And Reports On Form 8-K.

      (a)Documents filed as a part of this report

      1.   Financial Statements

           Included in Part I of this report:

           Balance Sheets, June 30, 2001 and December 31, 2000.
           Statements  of  operations  for the six and three  month
              periods ended June 30, 2001 and 2000.
           Statement  of changes in  partners'  capital for the six
           months ended June 30, 2001. Statements of cash flows for
           the six and three month periods ended June 30, 2001 and
              2000.
           Notes to the Financial Statements.

      2.   Financial Statement Schedules

           All other  schedules for which  provision is made in the
           applicable accounting  regulations of the Securities and
           Exchange  Commission  are not required under the related
           instructions  or are  inapplicable,  and therefore  have
           been omitted.

      (b)  Report on Form 8-K

           None

                                       15
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                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date:
August 8, 2001

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



               By: ATEL Financial Services, LLC
                   General Partner of Registrant




                                 By:     /s/ DEAN L. CASH
                                       ----------------------------------
                                       Dean L. Cash
                                       President and Chief Executive
                                       Officer of General Partner




               By:   /s/ PARITOSH K. CHOKSI
                   -------------------------------------
                   Paritosh K. Choksi
                   Executive Vice President of
                   General Partner, Principal
                   financial officer of registrant



               By:   /s/ DONALD E.  CARPENTER
                   --------------------------------------
                   Donald E.  Carpenter,
                   Principal accounting officer of
                   registrant




                                       16
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