Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  |X|      Quarterly Report Pursuant to Section 13 or 15(d) of
                           the Securities Exchange Act of 1934.
                           For the quarterly period ended March 31, 1997

                  |_|      Transition Report Pursuant to Section 13 or 15(d) of
                           the Securities Exchange Act of 1934.
                           For the transition period from _______ to _______

                        Commission File Number 000-23842

                       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


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 1997 AND DECEMBER 31, 1996
                                   (Unaudited)


                                     ASSETS

                                                      1997              1996
                                                      ----              ----
Cash and cash equivalents                          $1,128,786        $1,917,349

Accounts receivable                                 1,986,678         2,889,713

Other assets                                           10,000            10,000

Investments in leases                             120,946,089       125,729,656
                                             ----------------- -----------------
Total assets                                     $124,071,553      $130,546,718
                                             ================= =================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $40,887,413       $41,496,203
Line of credit                                      7,200,000         9,921,190
Accounts payable:
   Equipment purchases                                331,704           464,604
   General Partner                                    140,180           295,705
   Other                                              289,664           284,929
Accrued interest expense                              205,321           232,808
Unearned operating lease income                     1,188,295         1,305,596
                                             ----------------- -----------------
Total liabilities                                  50,242,577        54,001,035
Partners' capital:
     General Partner                                   58,273            51,087
     Limited Partners                              73,770,703        76,494,596
                                             ----------------- -----------------
Total partners' capital                            73,828,976        76,545,683
                                             ----------------- -----------------
Total liabilities and partners' capital          $124,071,553      $130,546,718
                                             ================= =================

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1997 AND 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    1997              1996
                                                                                                    ----              ----
<S>                                                                                                 <C>               <C>
Revenues:
   Leasing activities:
      Operating leases                                                                              $5,099,467        $5,048,533
      Direct financing leases                                                                          732,441           812,981
      Leveraged leases                                                                                  40,373            42,620
      Gain on sales of assets                                                                           73,417           138,045
Interest income                                                                                         11,876            14,546
Other                                                                                                    2,227            13,263
                                                                                              ----------------- -----------------
                                                                                                     5,959,801         6,069,988
Expenses:
Depreciation and amortization                                                                        3,637,731         3,860,496
Interest expense                                                                                       920,880           844,556
Equipment and incentive management fees to General Partner                                             399,373           412,874
Administrative cost reimbursements to General Partner                                                   90,436            74,542
Provision for losses                                                                                    59,598            60,700
Professional fees                                                                                       12,342            38,403
Other                                                                                                  120,837            31,599
                                                                                              ----------------- -----------------
                                                                                                     5,241,197         5,323,170
                                                                                              ----------------- -----------------
Net income                                                                                            $718,604          $746,818
                                                                                              ================= =================

Net income:
   General Partner                                                                                      $7,186            $7,468
   Limited Partners                                                                                    711,418           739,350
                                                                                              ----------------- -----------------
                                                                                                      $718,604          $746,818
                                                                                              ================= =================

Net income per Limited Partnership Unit                                                                  $0.06             $0.06
Weighted average number of Units outstanding                                                        12,497,000        12,500,050
</TABLE>

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Limited Partners      General
                                                                Units            Amount           Partner            Total

<S>                                                              <C>             <C>                   <C>           <C>
Balance December 31, 1996                                        12,497,000      $76,494,596           $51,087       $76,545,683
Distributions to limited partners                                                 (3,435,311)                -        (3,435,311)
Net income                                                                           711,418             7,186           718,604
                                                           ----------------- ---------------- ----------------- -----------------
Balance March 31, 1997                                           12,497,000      $73,770,703           $58,273       $73,828,976
                                                           ================= ================ ================= =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                                    1997              1996
                                                                                                    ----              ----
<S>                                                                                                 <C>              <C>
Operating activities:
Net income                                                                                            $718,604          $746,818
Adjustment to reconcile net income to cash provided by operating activities:
   Depreciation and amortization                                                                     3,637,731         3,860,496
   Gain on sales of lease assets                                                                       (73,417)         (138,045)
   Provision for losses                                                                                 59,598            60,700
   Changes in operating assets and liabilities:
      Accounts receivable                                                                              903,035           321,242
      Accounts payable, General Partner                                                               (155,525)         (683,517)
      Accounts payable, other                                                                            4,735          (563,584)
      Deposits due to lessees                                                                                -          (503,273)
      Accrued interest expense                                                                         (27,487)         (231,618)
      Unearned operating lease income                                                                 (117,301)         (117,802)
                                                                                              ----------------- -----------------
Net cash provided by operations                                                                      4,949,973         2,751,417
                                                                                              ----------------- -----------------

Investing activities:
Purchases of equipment on operating leases                                                            (132,900)      (16,179,635)
Reduction of net investment in direct financing leases                                                 668,473           270,474
Proceeds from sales of lease assets                                                                    408,582           225,764
Reduction of net investment in leveraged leases                                                        115,622           127,314
Initial direct costs paid to General Partner                                                                 -          (122,554)
Purchases of equipment on direct financing leases                                                      (33,022)                -
                                                                                              ----------------- -----------------
Net cash used in investing activities                                                                1,026,755       (15,678,637)
                                                                                              ----------------- -----------------

Financing activities:
Borrowings under line of credit                                                                              -        18,096,000
Repayments of borrowings under line of credit                                                       (2,721,190)      (17,184,447)
Proceeds of non-recourse debt                                                                        1,121,365        15,968,167
Repayments of non-recourse debt                                                                     (1,730,155)       (2,207,036)
Distributions to Limited Partners                                                                   (3,435,311)       (3,364,351)
                                                                                              ----------------- -----------------
Net cash (used in) provided by financing activities                                                 (6,765,291)       11,308,333
                                                                                              ----------------- -----------------

Net (decrease) increase in cash and cash equivalents                                                  (788,563)       (1,618,887)

Cash and cash equivalents at beginning of period                                                     1,917,349         2,401,318
                                                                                              ----------------- -----------------
Cash and cash equivalents at end of period                                                          $1,128,786          $782,431
                                                                                              ================= =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                                              $948,367        $1,076,174
                                                                                              ================= =================
Supplemental schedule of non-cash transactions:
Operating lease assets reclassified to direct financing lease assets                                                  $2,025,000
                                                                                                                =================
Leveraged lease assets reclassified to operating lease assets                                         $902,362
                                                                                              =================
Operating lease assets reclassified to assets held or sale or lease                                    $55,818            $5,916
                                                                                              ================= =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (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.  Contributions in
the  aggregate  of $600 were  received  as of  October  6,  1992,  $100 of which
represented  the  General  Partner's  continuing  interest,  and  $500 of  which
represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of $1,200,000 and the receipt of the proceeds thereof on March 19, 1993,
the Partnership commenced operations.  The Partnership or the General Partner on
behalf of the Partnership, will incur costs in connection with the organization,
registration  and issuance of the Units.  The amount of such costs to be born by
the Partnership is limited by certain provisions in the Partnership Agreement.

As of  November  15,  1994,  the  Partnership  had  received  subscriptions  for
12,500,000 Limited  Partnership Units  ($125,000,000) in addition to the Initial
Limited  Partners' 50 Units.  Of those  Units,  12,497,000  ($124,970,000)  were
issued and outstanding as of March 31, 1997.

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




<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


3.  Investment in leases:

The Partnership's investment in leases consists of the following:
<TABLE>
<CAPTION>
                                                                              Depreciation
                                           Balance                             Expense or        Reclassi-          Balance
                                        December 31,                          Amortization      fications or       March 31,
                                            1996              Additions         of Leases       Dispositions          1997
                                            ----              ---------         ---------     - -------------         ----
<S>                                         <C>                     <C>          <C>                 <C>            <C>
Net investment in operating
   leases                                    $87,312,105                         ($3,288,661)         $716,392       $84,739,836
Net investment in direct
   financing leases                           30,648,362            $33,022         (668,473)                -        30,012,911
Net investment in leveraged
   leases                                      4,312,287                  -         (115,622)       (1,107,375)        3,089,290
Residual value interests                         835,760                  -                -                 -           835,760
Assets held for sale or lease                    154,758                  -           (1,167)           55,818           209,409
Reserve for losses                              (498,298)                 -          (59,598)                -          (557,896)
Initial direct costs, net of
   accumulated amortization of
   $2,189,959 in 1996 and $2,407,210
   in 1997                                     2,964,682                  -         (347,903)                -         2,616,779
                                     --------------------  ----------------- ---------------- ----------------- -----------------
                                            $125,729,656            $33,022      ($4,481,424)        ($335,165)     $120,946,089
                                     ====================  ================= ================ ================= =================
</TABLE>

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                               Balance                          1st Quarter         Balance
                                                             December 31,                    Reclassifications      March 31, 
                                                                 1996         Acquisitions    & Dispositions          1997
                                                                 ----         ------------    --------------          ----
<S>                                                             <C>              <C>                  <C>            <C>
Transportation                                                  $41,681,813                           $695,137       $42,376,950
Construction                                                     24,075,113                                  -        24,075,113
Mining                                                           15,164,692                                  -        15,164,692
Materials handling                                               18,057,102                           (157,462)       17,899,640
Furniture and fixtures                                            7,109,796                                  -         7,109,796
Printing                                                          2,325,000                                  -         2,325,000
Food processing                                                   1,826,162                                  -         1,826,162
Manufacturing                                                     3,475,585                                  -         3,475,585
Office automation                                                 2,378,155                             (3,736)        2,374,419
Other                                                               283,412                                  -           283,412
                                                           ----------------- ---------------- ----------------- -----------------
                                                                116,376,830                            533,939       116,910,769
Less accumulated depreciation                                   (29,064,725)     ($3,288,661)          182,453       (32,170,933)
                                                           ----------------- ---------------- ----------------- -----------------
                                                                $87,312,105      ($3,288,661)         $716,392       $84,739,836
                                                           ================= ================ ================= =================
</TABLE>

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

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


3.  Investment in leases (continued):

At March 31, 1997, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                                                 Direct
                                             Year ending      Operating         Financing
                                            December 31,        Leases           Leases            Total
<S>                                           <C>                  <C>              <C>               <C>
                                                    1997        $12,359,647       $6,728,149       $19,087,796
                                                    1998         13,155,767        5,486,797        18,642,564
                                                    1999          8,863,376        4,956,960        13,820,336
                                                    2000          5,786,660        3,752,251         9,538,911
                                                    2001          3,940,291        3,008,977         6,949,268
                                              Thereafter          9,061,351        9,283,834        18,345,185
                                                           ----------------- ---------------- -----------------
                                                                $53,167,092      $33,216,968       $86,384,060
                                                           ================= ================ =================
</TABLE>


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
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
6.5% to 10.53%.


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

<TABLE>
<CAPTION>
                                             Year ending
                                            December 31,      Principal         Interest           Total
<S>                                           <C>                  <C>              <C>               <C>
                                                    1997         $5,669,708       $2,264,088        $7,933,796
                                                    1998          8,086,635        2,486,838        10,573,473
                                                    1999          6,255,102        1,894,775         8,149,877
                                                    2000          4,612,996        1,433,308         6,046,304
                                                    2001          4,459,250        1,052,869         5,512,119
                                              Thereafter         11,803,722        4,709,263        16,512,985
                                                           ----------------- ---------------- -----------------
                                                                $40,887,413      $13,841,141       $54,728,554
                                                           ================= ================ =================
</TABLE>





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


5.  Related party transactions:

The terms of the Limited Partnership  Agreement 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 Limited Partnership Agreement allows for the reimbursement of costs incurred
by the General Partner in providing  administrative services to the Partnership.
Administrative  services  provided  include  Partnership  accounting,   investor
relations,  legal  counsel and lease and  equipment  documentation.  The General
Partner  is not  reimbursed  for  services  where it is  entitled  to  receive a
separate  fee as  compensation  for  such  services,  such  as  acquisition  and
management of equipment.  Reimbursable costs incurred by the General Partner are
allocated  to the  Partnership  based upon  actual time  incurred  by  employees
working on Partnership  business and an allocation of rent and other costs based
on utilization studies.

Substantially  all  employees  of the General  Partner  record time  incurred in
performing administrative services on behalf of all of the Partnerships serviced
by the General  Partner.  The General Partner believes that the costs reimbursed
are the lower of (i) actual costs incurred on behalf of the  Partnership or (ii)
the amount the  Partnership  would be  required to pay  independent  parties for
comparable  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.

The  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements, pursuant to the Limited Partnership Agreement as follows:


<TABLE>
<CAPTION>
                                                                                                    1997              1996
                                                                                                    ----              ----
<S>                                                                                                   <C>               <C>
Acquisition  fees equal to 3.5% of the equipment  purchase price, for evaluating
and selecting equipment to be acquired (not to exceed approximately 4.75% of
Gross Proceeds, included in property on operating leases)                                                               $122,554

Incentive  management  fees  (computed  as  5% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                                      $399,373           412,874

Administrative costs reimbursed to General Partner                                                      90,436            74,542
                                                                                              ----------------- -----------------
                                                                                                      $489,809          $609,970
                                                                                              ================= =================
</TABLE>



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1997
                                   (Unaudited)


6. Partner's capital:

As of March 31, 1995,  12,500,000 Units of Limited  Partnership (Units) interest
were issued and  outstanding  (in addition to the 50 Units issued to the initial
Limited Partners). The Partnership is authorized to issue up to 12,500,000 Units
in addition to those issued to the initial Limited Partners.

The  Partnership'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  Partnership  Agreement,  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 $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1997.  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.

At March 31, 1997, the Partnership  had $7,200,000 of borrowings  under the line
of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
1997.






<PAGE>

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

Capital Resources and Liquidity

In 1997, the Partnership's  primary source of cash was operating lease rents. In
1996, the  Partnership's  primary sources of liquidity were borrowings under the
line of credit,  proceeds of non-recourse  debt and rents from operating leases.
The  liquidity of the  Partnership  will vary in the future,  increasing  to the
extent cash flows from leases and proceeds from asset sales exceed expenses, and
decreasing  as lease  assets  are  acquired,  as  distributions  are made to the
limited  partners and to the extent  expenses  exceed cash flows from leases and
proceeds from sales of assets.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the  initial  lease  terms  expire the  Partnership  will  re-lease  or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on October 28, 1997.

The Partnership  anticipates reinvesting a portion of lease payments from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest), the payment of management and acquisition fees to the General Partner
and providing for cash distributions to the Limited Partners.

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 March 31, 1997, the Partnership had borrowed $52,621,825 on a non-recourse
basis with  remaining  unpaid  balances  of  $40,887,413.  Borrowings  are to be
generally  non-recourse  to the  Partnership,  that is, the only recourse of the
lender  upon a default  by the  lessee on the  underlying  lease  will be to the
equipment or  corresponding  lease acquired with the loan  proceeds.  As of that
date, the Partnership also had outstanding balances of $7,200,000 on its line of
credit. The General Partner expects that aggregate borrowings in the future will
not exceed 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.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment.  Such commitments totaled approximately
$1,965,000 as of May 1, 1997.

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.


<PAGE>

                 1997 vs. 1996:

In both 1997 and 1996, the  Partnership's  primary  operating source of cash was
revenues from operating  leases.  Operating lease revenues were almost unchanged
from 1996.

In 1997, the  Partnership's  primary  sources of cash from investing  activities
were rents on direct financing and leveraged leases (accounted for as reductions
in the net  investment  in such  leases)  and  proceeds  from the sales of lease
assets.  Cash was used in  investing  activities  for the  purchase of operating
lease assets and direct financing lease assets. Cash flows from direct financing
increased from 1996 due to  acquisitions of direct finance lease assets over the
prior twelve months.

In 1996, the  Partnership's  primary  sources of cash from financing  activities
were  non-recourse  debt proceeds and  borrowings  under the line of credit.  In
1997,  the single  largest  financing use of cash was  distributions  to limited
partners.  The amount of such  distributions did not change  significantly  from
1996 to 1997.  In  1996,  the  largest  uses of this  cash  were  repayments  of
borrowings  under the line of credit and for the  purchase  of  operating  lease
assets as noted above.


Results of operations

                 1996 vs. 1995:

Operations  resulted in net income of  $718,604 in 1997  compared to $746,818 in
1996. The  Partnership's  primary  source of revenues is from operating  leases.
This is expected to remain true in future periods.  Depreciation  expense is the
single largest expense of the Partnership and is expected to remain so in future
periods.  Operating lease revenues and depreciation  expense have both decreased
as a result of sales of operating  lease assets over the previous twelve months.
Equipment management fees are based on the Partnership's rental revenues and are
expected to decrease in  relation  to expected  decreases  in the  Partnership's
revenues  from  leases.  Incentive  management  fees are based on the  levels of
distributions   to  limited   partners.   Management   fees  have  not   changed
significantly  compared  to 1996.  Interest  expense  is  expected  to  decrease
significantly  in future periods as scheduled debt payments  reduce the balances
of non-recourse debt.











<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

Item 4. Submission Of Matters To A Vote Of Security Holders.

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits 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, March 31, 1997 and December 31, 1996.

                       Statement of changes in  partners'  capital for the three
                       months ended March 31, 1997.

                       Statements  of income for the three month  periods  ended
                       March 31, 1997 and 1996.

                       Statements  of cash  flows  for the three  month  periods
                       ended March 31, 1997 and 1996.

                       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


<PAGE>

                                   SIGNATURES


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

Date:
May 12, 1997

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



                                 By: ATEL Financial Corporation
                                     General Partner of Registrant




                             /s/   A. J. BATT
                             ----------------------------------
                                   A. J. Batt
                               President and Chief Executive Officer
                               of General Partner




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




                             By:  /s/  F. RANDALL BIGONY
                             ----------------------------------
                                       F. Randall Bigony
                               Principal financial officer
                               of registrant




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