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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2008



| ̈ | 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 Incorporation or organization) |  | (I. R. S. Employer Identification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

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

Securities registered pursuant to section 12(b)
of the Act: None

Securities registered pursuant to section 12(g) of the Act: Limited Partnership Units

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   ̈

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈                Accelerated filer   ̈                Non-accelerated filer   ̈                Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes   ̈    No  x

The number of Limited Partnership Units
outstanding as of July 31, 2008 was 12,471,600.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

Index



|         |  |                                                                                                                            |  |   
|-------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | --
|Part I.  |  | Financial Information                                                                                                      |  | 3 
|         |  |                                                                                                                           
|Item 1.  |  | Financial Statements (Unaudited)                                                                                           |  | 3 
|         |  |                                                                                                                           
|         |  | Balance Sheets, June 30, 2008 and December 31, 2007                                                                        |  | 3 
|         |  |                                                                                                                           
|         |  | Statements of Operations for the three and six months ended June 30, 2008 and 2007                                         |  | 4 
|         |  |                                                                                                                           
|         |  | Statements of Changes in Partners Capital for the year ended December 31, 2007 and for the six months ended June 30, 2008 |  | 5 
|         |  |                                                                                                                           
|         |  | Statements of Cash Flows for the three and six months ended June 30, 2008 and 2007                                         |  | 6 
|         |  |                                                                                                                           
|         |  | Notes to the Financial Statements                                                                                          |  | 7 
|         |  |                                                                                                                           
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                      |  | 13
|         |  |                                                                                                                           
|Item 4.  |  | Controls and Procedures                                                                                                    |  | 17
|         |  |                                                                                                                           
|Part II. |  | Other Information                                                                                                          |  | 18
|         |  |                                                                                                                           
|Item 1.  |  | Legal Proceedings                                                                                                          |  | 18
|         |  |                                                                                                                           
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                |  | 18
|         |  |                                                                                                                           
|Item 3.  |  | Defaults Upon Senior Securities                                                                                            |  | 18
|         |  |                                                                                                                           
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                        |  | 18
|         |  |                                                                                                                           
|Item 5.  |  | Other Information                                                                                                          |  | 18
|         |  |                                                                                                                           
|Item 6.  |  | Exhibits                                                                                                                   |  | 18



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Part I. FINANCIAL INFORMATION



|Item 1. | Financial Statements (Unaudited).
|------- | ---------------------------------

ATEL CASH DISTRIBUTION FUND V, L.P.

BALANCE SHEETS

JUNE 30, 2008 AND DECEMBER 31, 2007

(In Thousands)



|                                                                                                                                  |  |              |       |                  |   |      
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----- | ---------------- | - | -----
|                                                                                                                                  |  | June 30,2008 |       | December 31,2007
|                                                                                                                                  |  | (Unaudited)  |       |                 
|ASSETS                                                                                                                            |  |              |       |                  |   |      
|Cash and cash equivalents                                                                                                         |  | $            | 1,140 |                  | $ | 1,167
|Accounts receivable, net of allowance for doubtful accounts of $110 at June 30, 2008 and December 31, 2007                        |  |              | 221   |                  |   | 393  
|Prepaid expenses                                                                                                                  |  |              |      |                  |   | 4    
|Investments in equipment and leases, net of accumulated depreciation of $13,920 at June 30, 2008 and $13,310 at December 31, 2007 |  |              | 6,727 |                  |   | 7,526
|                                                                                                                                  |  |              |       |                  |   |      
|Total assets                                                                                                                      |  | $            | 8,088 |                  | $ | 9,090
|                                                                                                                                  |  |              |       |                  |   |      
|LIABILITIES AND PARTNERS CAPITAL                                                                                                 |  |              |       |                  |   |      
|Accounts payable and accrued liabilities:                                                                                         |  |              |       |                  |   |      
|General Partner                                                                                                                   |  | $            | 55    |                  | $ | 58   
|Due to affiliates                                                                                                                 |  |              | 1     |                  |   |     
|Other                                                                                                                             |  |              | 134   |                  |   | 184  
|Accrued interest payable                                                                                                          |  |              | 6     |                  |   | 8    
|Non-recourse debt                                                                                                                 |  |              | 1,526 |                  |   | 1,901
|Unearned operating lease income                                                                                                   |  |              | 34    |                  |   | 32   
|                                                                                                                                  |  |              |       |                  |   |      
|Total liabilities                                                                                                                 |  |              | 1,756 |                  |   | 2,183
|                                                                                                                                  |  |              |       |                  |   |      
|Commitments and contingencies                                                                                                     |  |              |       |                  |   |      
|Partners capital:                                                                                                                |  |              |       |                  |   |      
|General Partner                                                                                                                   |  |              | 199   |                  |   | 198  
|Limited Partners                                                                                                                  |  |              | 6,133 |                  |   | 6,709
|                                                                                                                                  |  |              |       |                  |   |      
|Total Partners capital                                                                                                           |  |              | 6,332 |                  |   | 6,907
|                                                                                                                                  |  |              |       |                  |   |      
|Total liabilities and Partners capital                                                                                           |  | $            | 8,088 |                  | $ | 9,090
|                                                                                                                                  |  |              |       |                  |   |      

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF OPERATIONS

FOR THE
THREE AND SIX MONTHS ENDED

JUNE 30, 2008 AND 2007

(In Thousands, Except for Units and Per Unit Data)

(Unaudited)



|                                                           |  |                             |            |                           |   |            |  |      |            |  |   |           
|---------------------------------------------------------- |  | --------------------------- | ---------- | ------------------------- | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                                           |  | Three months ended June 30, |            | Six months ended June 30,
|                                                           |  | 2008                        |            | 2007                      |   | 2008       |  | 2007
|Revenues:                                                  |  |                             |            |                           |   |            |  |      |            |  |   |           
|Leasing activities:                                        |  |                             |            |                           |   |            |  |      |            |  |   |           
|Operating leases                                           |  | $                           | 785        |                           | $ | 771        |  | $    | 1,535      |  | $ | 1,544     
|Gain on sales of assets                                    |  |                             | 24         |                           |   | 48         |  |      | 68         |  |   | 73        
|Interest income                                            |  |                             | 5          |                           |   | 10         |  |      | 12         |  |   | 19        
|Other                                                      |  |                             | 29         |                           |   | 2          |  |      | 29         |  |   | 6         
|                                                           |  |                             |            |                           |   |            |  |      |            |  |   |           
|Total revenues                                             |  |                             | 843        |                           |   | 831        |  |      | 1,644      |  |   | 1,642     
|Expenses:                                                  |  |                             |            |                           |   |            |  |      |            |  |   |           
|Depreciation of operating lease assets                     |  |                             | 390        |                           |   | 375        |  |      | 765        |  |   | 758       
|Cost reimbursements to General Partner                     |  |                             | 133        |                           |   | 46         |  |      | 277        |  |   | 91        
|Professional fees                                          |  |                             | 29         |                           |   | 23         |  |      | 94         |  |   | 113       
|Railcar maintenance                                        |  |                             | 108        |                           |   | 96         |  |      | 231        |  |   | 190       
|Interest expense                                           |  |                             | 20         |                           |   | 29         |  |      | 42         |  |   | 62        
|Equipment and incentive management fees to General Partner |  |                             | 36         |                           |   | 27         |  |      | 71         |  |   | 55        
|Other management fees                                      |  |                             | 7          |                           |   | 28         |  |      | 29         |  |   | 51        
|Outside services                                           |  |                             | 30         |                           |   | 52         |  |      | 54         |  |   | 109       
|Other                                                      |  |                             | 9          |                           |   | 26         |  |      | 32         |  |   | 20        
|                                                           |  |                             |            |                           |   |            |  |      |            |  |   |           
|Total expenses                                             |  |                             | 762        |                           |   | 702        |  |      | 1,595      |  |   | 1,449     
|                                                           |  |                             |            |                           |   |            |  |      |            |  |   |           
|Net income                                                 |  | $                           | 81         |                           | $ | 129        |  | $    | 49         |  | $ | 193       
|                                                           |  |                             |            |                           |   |            |  |      |            |  |   |           
|Net income:                                                |  |                             |            |                           |   |            |  |      |            |  |   |           
|General Partner                                            |  | $                           | 1          |                           | $ | 1          |  | $    | 1          |  | $ | 2         
|Limited Partners                                           |  |                             | 80         |                           |   | 128        |  |      | 48         |  |   | 191       
|                                                           |  |                             |            |                           |   |            |  |      |            |  |   |           
|                                                           |  | $                           | 81         |                           | $ | 129        |  | $    | 49         |  | $ | 193       
|                                                           |  |                             |            |                           |   |            |  |      |            |  |   |           
|Net income per Limited Partnership Unit                    |  | $                           | 0.01       |                           | $ | 0.01       |  | $    | 0.00       |  | $ | 0.02      
|Weighted average number of Units outstanding               |  |                             | 12,471,600 |                           |   | 12,471,600 |  |      | 12,471,600 |  |   | 12,471,600

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2007

AND FOR THE SIX MONTHS

ENDED JUNE 30, 2008

(In Thousands,
Except for Units and Per Unit Data)

(Unaudited)



|                                                   |  |                  |  |        |                |   |  |       |     |  |   |       |  
|-------------------------------------------------- |  | ---------------- |  | ------ | -------------- | - |  | ----- | --- |  | - | ----- | -
|                                                   |  | Limited Partners |  |        | GeneralPartner |   |  |      
|                                                   |  | Units            |  | Amount |                |   |  | Total |    
|Balance December 31, 2006                          |  | 12,471,600       |  | $      | 7,298          |   |  | $     | 195 |  | $ | 7,493 |  
|Distributions to Limited Partners ($0.08 per Unit) |  |                 |  |        | (935           | ) |  |       |    |  |   | (935  | )
|Net income                                         |  |                 |  |        | 346            |   |  |       | 3   |  |   | 349   |  
|                                                   |  |                  |  |        |                |   |  |       |     |  |   |       |  
|Balance December 31, 2007                          |  | 12,471,600       |  |        | 6,709          |   |  |       | 198 |  |   | 6,907 |  
|Distributions to Limited Partners ($0.05 per Unit) |  |                 |  |        | (624           | ) |  |       |    |  |   | (624  | )
|Net income                                         |  |                 |  |        | 48             |   |  |       | 1   |  |   | 49    |  
|                                                   |  |                  |  |        |                |   |  |       |     |  |   |       |  
|Balance June 30, 2008                              |  | 12,471,600       |  | $      | 6,133          |   |  | $     | 199 |  | $ | 6,332 |  
|                                                   |  |                  |  |        |                |   |  |       |     |  |   |       |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CASH FLOWS

FOR THE
THREE AND SIX MONTHS ENDED

JUNE 30, 2008 AND 2007

(In Thousands)

(Unaudited)



|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|---------------------------------------------------------------------------- |  | --------------------------- | ----- | - | ------------------------- | - | ---- | ---- |  | - | ----- | - |  | - | ------ | -
|                                                                             |  | Three months ended June 30, |       |   | Six months ended June 30, |  
|                                                                             |  | 2008                        |       |   | 2007                      |   |      | 2008 |  |   | 2007  |  
|Operating activities:                                                        |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Net income                                                                   |  | $                           | 81    |   |                           | $ | 129  |      |  | $ | 49    |   |  | $ | 193    |  
|Adjustment to reconcile net income to cash provided by operating activities: |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Depreciation of operating lease assets                                       |  |                             | 390   |   |                           |   | 375  |      |  |   | 765   |   |  |   | 758    |  
|Gain on sales of assets                                                      |  |                             | (24   | ) |                           |   | (48  | )    |  |   | (68   | ) |  |   | (73    | )
|Reversal of provision for doubtful accounts                                  |  |                             |      |   |                           |   | (2   | )    |  |   |      |   |  |   | (29    | )
|Changes in operating assets and liabilities:                                 |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Accounts receivable                                                          |  |                             | 110   |   |                           |   | 111  |      |  |   | 172   |   |  |   | 124    |  
|Prepaid expenses                                                             |  |                             | 2     |   |                           |   | 19   |      |  |   | 4     |   |  |   | 37     |  
|Accounts payable and accruals:                                               |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|General Partner                                                              |  |                             | (58   | ) |                           |   | 16   |      |  |   | (3    | ) |  |   | (35    | )
|Affiliates                                                                   |  |                             |      |   |                           |   |     |      |  |   | 1     |   |  |   | (72    | )
|Other                                                                        |  |                             | (78   | ) |                           |   | (220 | )    |  |   | (50   | ) |  |   | (94    | )
|Accrued interest payable                                                     |  |                             | (1    | ) |                           |   | (1   | )    |  |   | (2    | ) |  |   | (2     | )
|Unearned operating lease income                                              |  |                             | (78   | ) |                           |   | (87  | )    |  |   | 2     |   |  |   | (86    | )
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Net cash provided by operating activities                                    |  |                             | 344   |   |                           |   | 292  |      |  |   | 870   |   |  |   | 721    |  
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Investing activities:                                                        |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Proceeds from sales of lease assets                                          |  |                             | 32    |   |                           |   | 80   |      |  |   | 102   |   |  |   | 128    |  
|Improvements of equipment on operating leases                                |  |                             |      |   |                           |   |     |      |  |   |      |   |  |   | (24    | )
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Net cash provided by investing activities                                    |  |                             | 32    |   |                           |   | 80   |      |  |   | 102   |   |  |   | 104    |  
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Financing activities:                                                        |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Repayments of non-recourse debt                                              |  |                             | (188  | ) |                           |   | (179 | )    |  |   | (375  | ) |  |   | (378   | )
|Distributions to Limited Partners                                            |  |                             |      |   |                           |   |     |      |  |   | (624  | ) |  |   | (935   | )
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Net cash used in financing activities                                        |  |                             | (188  | ) |                           |   | (179 | )    |  |   | (999  | ) |  |   | (1,313 | )
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents                         |  |                             | 188   |   |                           |   | 193  |      |  |   | (27   | ) |  |   | (488   | )
|Cash and cash equivalents at beginning of period                             |  |                             | 952   |   |                           |   | 656  |      |  |   | 1,167 |   |  |   | 1,337  |  
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Cash and cash equivalents at end of period                                   |  | $                           | 1,140 |   |                           | $ | 849  |      |  | $ | 1,140 |   |  | $ | 849    |  
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Supplemental disclosures of cash flow information:                           |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Cash paid during the period for taxes                                        |  | $                           | 5     |   |                           | $ | 7    |      |  | $ | 5     |   |  | $ | 7      |  
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  
|Cash paid during the period for interest                                     |  | $                           | 21    |   |                           | $ | 30   |      |  | $ | 44    |   |  | $ | 64     |  
|                                                                             |  |                             |       |   |                           |   |      |      |  |   |       |   |  |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

1. Organization and
partnership matters:

ATEL Cash Distribution Fund V, L.P. (the Partnership or the Fund) was formed under the laws of the State
of California in September 1992. The Partnership was formed for the purpose of engaging in the sale of limited partnership investment units and acquiring equipment to engage in equipment leasing and sales activities. The General Partner of the
Partnership is ATEL Financial Services, LLC (AFS), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

The Partnership conducted a public offering of 12,500,000 Limited Partnership Units (Units) at a price of $10 per Unit. On March 19, 1993, subscriptions
for the minimum number of Units, 120,000, or $1.2 million, had been received. On that date, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). As of
November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125 million in addition to the Initial Limited Partners Units and the offering was terminated. As of June 30, 2008, 12,471,600 Units were
issued and outstanding.

The Partnerships principal objectives have been to invest in a diversified portfolio of equipment that (i) preserves,
protects and returns the Partnerships invested capital; (ii) generates distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to
purchase additional equipment during the reinvestment period (Reinvestment Period) (defined as six full years following the year the offering was terminated), which ended December 31, 2000; and (iii) provides significant
distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (Partnership Agreement).

As of June 30, 2008, the Partnership is in the final stages of its liquidation phase as defined in the Partnership Agreement.

2. Summary of significant accounting policies:

Basis of
presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the
United States (GAAP) for interim financial information and with instructions to Form 10-Q and Article 8 of Regulation S-X. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General
Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that effect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the three and six months ended
June 30, 2008 are not necessarily indicative of the results for the year ending December 31, 2008.

These unaudited interim financial statements
should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-KSB for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on equity or net income.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term, expected future cash flows used for impairment analysis purposes, and determination of
the allowance for doubtful accounts.



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):



Segment reporting:

The Partnership adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes annual and
interim standards for operating segments of a company. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. The
Partnership is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly the Partnership operates in one reportable operating segment in the United States.

The Partnerships principal decision makers are the General Partners Chief Executive Officer and its Chief Operating Officer. The Partnership believes that
its equipment leasing business operates as one reportable segment because: a) the Partnership measures profit and loss at the equipment portfolio level as a whole; b) the chief operating decision makers do not review information based on any
operating segment other than the equipment leasing transaction portfolio; c) the Partnership does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Partnership has not chosen to
organize its business around different products and services other than equipment lease financing; and e) the Partnership has not chosen to organize its business around geographic areas.

However, certain of the Partnerships lessee customers have international operations. In these instances, the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit
the country. However, these lessee customers are US-based, and it is impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are deployed.

The primary geographic regions in which the Partnership sought leasing opportunities were North America and Europe. Currently, 100% of the Partnerships operating revenues are from customers domiciled in North
America.

Per Unit data:

Net income (loss) and
distributions per unit are based upon the weighted average number of Limited Partners Units outstanding during the period.

Recent accounting
pronouncements:

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R, Business Combinations
(SFAS 141R). SFAS 141R replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling
interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. This standard is effective for fiscal years
beginning after December 15, 2008. The Partnership does not presently anticipate the adoption of SFAS 141R to significantly impact its financial position, results of operations or cash flows.



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilitiesincluding an amendment of FASB Statement No. 115 (SFAS 159). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. The Partnership adopted the provisions of SFAS 159 on January 1, 2008.
The adoption of SFAS 159 did not have a significant effect on the Partnerships financial position, results of operations or cash flows.

In September
2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires
additional disclosures about the use of fair value measurements. The provisions of SFAS 157 were to be effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB issued FASB Staff Position
(FSP) No. 157-2, which defers the effective date of SFAS 157 as it pertains to fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. On January 1,
2008, the Partnership adopted the provisions of SFAS 157 except as it applied to its investment in equipment and leases, and other nonfinancial assets and nonfinancial liabilities as noted in FSP No. 157-2. The partial adoption of SFAS 157
did not have a significant effect on the Partnerships financial position, results of operations or cash flows.

3. Investment in equipment and
leases, net:

The Partnerships investments in equipment and leases consist of the following (in thousands):



|                                                                                                             |  |                         |       |                                           |   |     |                                                          |  |   |                     |   |  |   |      
|------------------------------------------------------------------------------------------------------------ |  | ----------------------- | ----- | ----------------------------------------- | - | --- | -------------------------------------------------------- |  | - | ------------------- | - |  | - | -----
|                                                                                                             |  | BalanceDecember 31,2007 |       | Reclassifications&Additions
/Dispositions |   |     | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceJune 30,2008
|Net investment in operating leases                                                                           |  | $                       | 7,517 |                                           | $ | (35 | )                                                        |  | $ | (764                | ) |  | $ | 6,718
|Assets held for sale or lease, net of accumulated depreciation of $26 at June 30, 2008 and December 31, 2007 |  |                         | 9     |                                           |   | 1   |                                                          |  |   | (1                  | ) |  |   | 9    
|                                                                                                             |  |                         |       |                                           |   |     |                                                          |  |   |                     |   |  |   |      
|Total                                                                                                        |  | $                       | 7,526 |                                           | $ | (34 | )                                                        |  | $ | (765                | ) |  | $ | 6,727
|                                                                                                             |  |                         |       |                                           |   |     |                                                          |  |   |                     |   |  |   |      

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for sale or lease. As a result of these reviews, management determined that no
impairment losses existed in the three and six month periods ended June 30, 2008 and 2007. Depreciation expense on property subject to operating leases and property held for lease or sale was $390 thousand and $375 thousand for the respective
three months ended June 30, 2008 and 2007, and $765 thousand and $758 thousand for the respective six months ended June 30, 2008 and 2007.

All
of the leased property was acquired in the years 1993 through 2004.



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

3. Investment in equipment and leases, net (continued):



Operating leases:

Equipment on operating leases consists of the following (in thousands):



|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|----------------------------- |  | ----------------------- | ------- | - | --------- | - | ---- | -------------------------------- |  | - | ------------------- | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2007 |         |   | Additions |   |      | Reclassificationsor Dispositions |  |   | BalanceJune 30,2008 |  
|Transportation, rail          |  | $                       | 20,153  |   |           | $ |     |                                  |  | $ | (71                 | ) |  | $ | 20,082  |  
|Containers                    |  |                         | 648     |   |           |   |     |                                  |  |   | (118                | ) |  |   | 530     |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|                              |  |                         | 20,801  |   |           |   |     |                                  |  |   | (189                | ) |  |   | 20,612  |  
|Less accumulated depreciation |  |                         | (13,284 | ) |           |   | (764 | )                                |  |   | 154                 |   |  |   | (13,894 | )
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|Total                         |  | $                       | 7,517   |   |           | $ | (764 | )                                |  | $ | (35                 | ) |  | $ | 6,718   |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  

At June 30, 2008, the aggregate amounts of future minimum lease payments under operating leases are as
follows (in thousands):



|                                    |  |  |  |                 |      
|----------------------------------- |  |  |  | --------------- | -----
|                                    |  |  |  | OperatingLeases
|Six months ending December 31, 2008 |  |  |  | $               | 1,339
|Year ending December 31, 2009       |  |  |  |                 | 2,348
|2010                                |  |  |  |                 | 1,373
|2011                                |  |  |  |                 | 672  
|2012                                |  |  |  |                 | 155  
|                                    |  |  |  |                 |      
|                                    |  |  |  | $               | 5,887
|                                    |  |  |  |                 |      

The Partnership utilizes the straight line depreciation method for equipment in all the following categories over
the following useful lives (in years):



|                     |  |            
|-------------------- |  | -----------
|Equipment category   |  | Useful Life
|Transportation, rail |  | 30 -35     
|Containers           |  | 7 - 10     

4. Related party transactions:

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

The Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services provided
include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as acquisition and
disposition of equipment. Reimbursable costs incurred by AFS are allocated to the Partnership based upon estimated time incurred by employees working on Partnership business and an allocation of rent and other costs based on utilization studies. The
Partnership is contingently liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Partnership.



10



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

4. Related party transactions (continued):



Each of ATEL Leasing Corporation (ALC), ATEL Equipment Corporation (AEC), ATEL Investor
Services (AIS) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership. Acquisition services are performed for the Partnership by ALC; equipment management, lease administration and asset
disposition services are performed by AEC; investor relations and communications services are performed by AIS; and general administrative services for the Partnership are performed by AFS.

Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership. These costs are allocated to each
managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon depending upon the type of cost incurred.

Incentive management fees are computed as 5% of distributions of cash from operations, as defined in the Partnership Agreement and equipment management fees are computed as 5% of gross revenues from operating leases, as defined in the
Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Partnership Agreement.

During the three- and six-month periods
ended June 30, 2008 and 2007, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement, as follows (in thousands):



|                                                           |  |                            |     |                          |   |      |  |      |     |  |   |    
|---------------------------------------------------------- |  | -------------------------- | --- | ------------------------ | - | ---- |  | ---- | --- |  | - | ---
|                                                           |  | Three Months EndedJune 30, |     | Six Months EndedJune 30,
|                                                           |  | 2008                       |     | 2007                     |   | 2008 |  | 2007
|Cost reimbursements to General Partner                     |  | $                          | 133 |                          | $ | 46   |  | $    | 277 |  | $ | 91 
|Equipment and incentive management fees to General Partner |  |                            | 36  |                          |   | 27   |  |      | 71  |  |   | 55 
|                                                           |  |                            |     |                          |   |      |  |      |     |  |   |    
|                                                           |  | $                          | 169 |                          | $ | 73   |  | $    | 348 |  | $ | 146
|                                                           |  |                            |     |                          |   |      |  |      |     |  |   |    

5. Non-recourse debt:

At June 30, 2008, non-recourse debt consists of a note payable to a financial institution. The note is due in monthly installments. Interest on the note is at a fixed rate of 5.0%. The note is secured by assignments of lease payments
and pledges of assets. At June 30, 2008, the carrying value of the pledged assets was approximately $2.2 million. The note matures in 2010.

Future
minimum payments of non-recourse debt are as follows (in thousands):



|                                    |  |  |  |           |       |          |   |       |  |   |      
|----------------------------------- |  |  |  | --------- | ----- | -------- | - | ----- |  | - | -----
|                                    |  |  |  | Principal |       | Interest |   | Total
|Six months ending December 31, 2008 |  |  |  | $         | 384   |          | $ | 34    |  | $ | 418  
|Year ended December 31, 2009        |  |  |  |           | 798   |          |   | 39    |  |   | 837  
|2010                                |  |  |  |           | 344   |          |   | 4     |  |   | 348  
|                                    |  |  |  |           |       |          |   |       |  |   |      
|                                    |  |  |  | $         | 1,526 |          | $ | 77    |  | $ | 1,603
|                                    |  |  |  |           |       |          |   |       |  |   |      

6. Guarantees:

The Partnership enters into contracts that contain a variety of indemnifications. The Partnerships maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.

In the normal course of business, the Partnership enters into contracts of various types, including
lease contracts, contracts for the sale or purchase of lease assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry practice for most contracts of any significant value to include provisions
that each of the contracting



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

6. Guarantees (continued):



partiesin addition to assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying contractual
obligationsalso assume an obligation to indemnify and hold the other contracting party harmless for such breaches, for harm caused by such partys gross negligence and willful misconduct, including, in certain instances, certain costs and
expenses arising from the contract. The General Partner has substantial experience in managing similar leasing programs subject to similar contractual commitments in similar transactions, and the losses and claims arising from these commitments have
been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the reasonable business judgment of the General Partner, no liability will arise as a result of these provisions. The General
Partner has no reason to believe that the facts and circumstances relating to the Partnerships contractual commitments differ from those it has entered into on behalf of the prior programs it has managed. The General Partner knows of no facts
or circumstances that would make the Partnerships contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these indemnification obligations
are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnerships similar commitments is remote. Should any such indemnification obligation become payable,
the Partnership would separately record and/or disclose such liability in accordance with GAAP.

7. Partners Capital:

As of June 30, 2008, 12,471,600 Units were issued and outstanding (including the 50 Units issued to the Initial Limited Partners).

As defined in the Limited Partnership Agreement, the Partnerships Net Income, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to
AFS.

Available Cash from Operations and Cash from Sales and Refinancing are to be distributed as follows:

First, 5% of Distributions of Cash from Operations to AFS as Incentive Management Fee;

Second, the balance to the Limited Partners until the Limited Partners have received Aggregate Distributions 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;

Third, AFS will receive as Incentive Management Compensation, the
following:



| | (A) | 10% of remaining Cash from Operations and
| | --- | -----------------------------------------



| | (B) | 15% of remaining Cash from Sales or Refinancing; and
| | --- | ----------------------------------------------------

Fourth, the
balance to the Limited Partners.

Distributions to the Limited Partners were as follows (in thousands, except for Units and per Unit data):



|                                             |  |                            |            |                          |   |            |  |      |            |  |   |           
|-------------------------------------------- |  | -------------------------- | ---------- | ------------------------ | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                             |  | Three Months EndedJune 30, |            | Six Months EndedJune 30,
|                                             |  | 2008                       |            | 2007                     |   | 2008       |  | 2007
|Distributions                                |  | $                          |           |                          | $ |           |  | $    | 624        |  | $ | 935       
|Weighted average number of Units outstanding |  |                            | 12,471,600 |                          |   | 12,471,600 |  |      | 12,471,600 |  |   | 12,471,600
|                                             |  |                            |            |                          |   |            |  |      |            |  |   |           
|Weighted average distributions per Unit      |  | $                          |           |                          | $ |           |  | $    | 0.05       |  | $ | 0.08      
|                                             |  |                            |            |                          |   |            |  |      |            |  |   |           



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Statements contained in this Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, (MD&A) and elsewhere in this Form 10-Q, which are not
historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic
conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital.
The Partnerships performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Partnerships performance is also subject to risks relating to the value of its equipment at the end of its leases,
which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements,
which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of
unanticipated events, other than as required by law.

Overview

ATEL Cash Distribution Fund V, L.P. (the Partnership) is a California partnership that was formed in September 1992 for the purpose of engaging in the sale of limited liability investment units and
acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States. The General Partner of the Partnership is ATEL Financial Services, LLC (AFS), a California limited liability company.

The Partnership conducted a public offering of 12,500,000 Limited Partnership units (Units), at a price of $10 per Unit. The offering was
terminated in November 1994. During early 1995, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, throughout the reinvestment period (Reinvestment
Period) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be distributed to the Limited Partners and/or utilized its credit facilities to
acquire additional equipment.

The Partnership may continue until December 31, 2013. However, pursuant to the guidelines of the Limited Partnership
Agreement, the Partnership began to liquidate its assets and distribute the proceeds thereof after the end of the Reinvestment Period which ended in December 2000.

As of June 30, 2008, the Partnership remains in its liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets
decrease. The Partnership continues to generally make distributions on an annual basis or at the discretion of the General Partner.

Capital
Resources and Liquidity

The liquidity of the Partnership varies, increasing to the extent cash flows from leases and proceeds from lease asset
sales exceed expenses and decreasing as distributions are made to the Limited Partners and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The primary source of liquidity for the Partnership has been its cash flow from a diversified group of lessees for fixed term leases at fixed rental amounts. As the initial lease terms have expired, the Partnership
ventured to re-lease or sell the equipment. Future liquidity will depend on the Partnerships success in remarketing or selling the equipment as it comes off rental.



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##### Table of Contents

If inflation in the general economy becomes significant, it may affect the Partnership in as much as the residual
(resale) values 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.

The Partnerships long-term borrowings are generally non-recourse to the Partnership, that is, the only recourse of the lender is to the equipment or corresponding
lease acquired with the loan proceeds. Through its term of existence, the Partnership had borrowed $62.5 million of non-recourse debt. As of June 30, 2008, $1.5 million of such non-recourse debt remains unpaid. AFS does not anticipate any
future non-recourse borrowings on behalf of the Partnership.

The Partnership commenced periodic distributions, based on cash flows from operations,
beginning with the second quarter of 1993. At June 30, 2008, the Partnership had no commitments to purchase leased assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new leased assets.

Cash Flows

The three months ended June 30, 2008
versus the three months ended June 30, 2007

Operating Activities

The Partnerships primary source of cash from operations has been rents from operating leases. Additionally, its cash flows are impacted by changes in certain operating assets and liabilities. Cash provided by
operating activities increased by $52 thousand, or 18%, for the second quarter of 2008 as compared to the second quarter of 2007. The net increase in cash flow was primarily attributable to a decline in payments made against accounts payable and
accrued liabilities offset, in part, by a period over period decline in amortization of prepaid expenses.

Cash flow benefited from a $68 thousand decrease
in payments made against accounts payable and accrued liabilities as the Partnerships level of outstanding liabilities continued to decline as a result of diminishing operations consistent with a fund in liquidation. Partially offsetting the
aforementioned increase in cash flow was a decrease of $17 thousand resulting from the period over period decline in amortization of prepaid expenses due to decreasing prepaid insurance costs.

Investing Activities

Cash provided by investing activities decreased
by $48 thousand, or 60%, for the second quarter of 2008 as compared to the second quarter of 2007 as a result of a decline in proceeds from sales of lease assets. The period over period decline in proceeds from sales of lease assets reflects the
sale of certain railcars for scrap during the second quarter of 2007.

Financing Activities

Net cash used in financing activities increased by $9 thousand, or 5%, for the second quarter of 2008 as compared to the second quarter of 2007. The increase in cash used
(decrease in cash flow) was a result of increased paydown of the outstanding principal balance of the Partnerships non-recourse debt.



14



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##### Table of Contents

The six months ended June 30, 2008 versus the six months ended June 30, 2007

Operating Activities

Cash provided by operating activities increased
by $149 thousand, or 21%, for the first six months 2008 as compared to the same period in 2007. The net increase in cash flow was a result of a $149 thousand decrease in payments made against accounts payable and accrued liabilities, an $88 thousand
decrease in unearned rents received and a $48 thousand increase in collections of accounts receivable offset, in part, by a $103 thousand period over period drop in net operating results and a $33 thousand decline in amortization of prepaid
expenses.

Payments made against accounts payable and accrued liabilities decreased as the Partnerships level of outstanding liabilities continued to
decline as a result of diminishing operations consistent with a fund in liquidation. Unearned rents increased primarily as a result of a $71 thousand prepayment of railcar rents received from a major lessee in the first quarter of 2008; and
collections of accounts receivable increased as rent receivables that were originated in 2007 were collected during the first six months of 2008.

Partially offsetting the aforementioned increases in cash flow were decreases resulting from the period over period decline in net operating results, which declined mainly due to increased operating expenses, and a decline in amortization
of prepaid expenses due to decreasing prepaid insurance costs.

Investing Activities

Cash provided by investing activities was relatively flat at $102 thousand for the first six months of 2008 compared to $104 thousand for the first six months of 2007. At a detailed level, the change in cash flow was
comprised of a $26 thousand decrease resulting from a decline in proceeds from sales of assets offset, in part, by a $24 thousand increase resulting from a decline in cash used to refurbish railcars.

The decline in proceeds from sales of lease assets was attributable to the decrease in number of railcars sold for scrap during the first six months of 2008 compared to
the first six months of 2007. The decline in capitalized costs of refurbishing railcars was primarily due to the timing of improvements made to railcars during the six months ended June 30, 2008 as compared to the six months ended June 30,
2007.

Financing Activities

Net cash used in financing
activities declined by $314 thousand, or 24%, for the first six months of 2008 as compared to the same period in 2007. The decrease in cash used was primarily due to a $311 thousand period over period decline in distributions paid to Limited
Partners. The distributions were based on cash available net of any short-term payables and reserves as determined by the General Partner.

Results
of Operations

The three months ended June 30, 2008 versus the three months ended June 30, 2007

The Partnership had net income of $81 thousand and $129 thousand for the three months ended June 30, 2008 and 2007, respectively. The results for the second quarter
of 2008 reflect increases in both total revenues and operating expenses when compared to the second quarter of 2007.

Revenues

Total revenues for the second quarter of 2008 increased by $12 thousand, or 1%, as compared to the first quarter of 2007. The slight increase was primarily a result of
increases in other revenues and operating lease revenue offset, in part, by a decrease in gain on sales of lease assets.

The period over period increase
in other revenue totaled $27 thousand and was largely attributable to a reversal of a $29 thousand prior period accrued liability. Operating lease revenue increased by $14 thousand primarily due to the impact of a stronger market demand during the
second quarter of 2008, as compared to the second quarter of 2007, which resulted in higher lease rates on renewing leases.



15



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##### Table of Contents

Partially offsetting the aforementioned increases in revenues was a $24 thousand decrease in gains on sales of assets.
The decline in gain on sales of assets reflects the sale of certain railcars for scrap during the second quarter of 2007, which added approximately $20 thousand of gains realized from the sale of assets during that period.

Expenses

Total expenses for the second quarter of 2008 increased by
$60 thousand, or 9%, as compared to the second quarter of 2007. The net increase in expenses was primarily a result of increases in cost reimbursements to AFS, depreciation expense and railcar maintenance offset, in part, by decreases in outside
services expense, other management fees and other expenses.

Costs reimbursed to AFS, depreciation expense and railcar maintenance expense increased by $87
thousand, $15 thousand and $12 thousand, respectively. The increase in costs reimbursed to AFS was primarily a result of a refinement of cost allocation methodologies by the General Partner which resulted in higher costs allocated to the Fund. The
refinement of cost allocation methodologies is intended to ensure that Fund management costs are allocated appropriately. This process is continuous and is evaluated, analyzed and modified as necessary. The increase in depreciation expense was
primarily a result of adjustments made to the estimated residual values and depreciable amount of certain railcars under fixed-term lease renewals during the quarter. Railcar maintenance expense increased mostly due to the timing of required repairs
during the second quarter of 2008 versus the second quarter of 2007, the aging of the Funds lease asset portfolio, and the impact of inflation on maintenance costs.

The aforementioned increases in expenses were partially offset by decreases in outside services expense, other management fees and other expenses totaling $22 thousand, $21 thousand and $17 thousand, respectively.
Outside services expense decreased primarily due to the elimination of costs associated with the audit and restatement of the Partnerships prior year financial statements, which were largely completed during the second quarter of 2007. The
decrease in other management fees was due to the decline in railcars managed by an outside party for the benefit of the Partnership; and other expenses decreased due to a period over period decline in insurance fees.

The six months ended June 30, 2008 versus the six months ended June 30, 2007

The Partnership had net income of $49 thousand and $193 thousand for the six months ended June 30, 2008 and 2007, respectively. The results for the first six months 2008 primarily reflect a net increase in
operating expenses when compared to the first six months of 2007.

Revenues

Total revenue was relatively unchanged at $1.6 million for each of the first six months of 2008 and 2007. At a detailed level, other revenue increased during the first half of 2008, when compared to the first half of
2007; however, the increase was mostly offset by decreases in operating lease revenue, interest income and gain on sales of assets.

The period over period
increase in other revenue totaled $23 thousand and was largely attributable to a reversal of a prior period accrued liability.

Mostly offsetting the
increase in other revenue were decreases in operating lease revenue, interest income and gain on sales of assets totaling $9 thousand, $7 thousand and $5 thousand, respectively. The decrease in operating lease revenue was primarily due to run-off
and dispositions of lease assets, which more than offset the impact of higher lease rates on renewing leases during the second quarter of 2008. The decrease in interest income was attributable to the lower interest rate environment; and the decrease
in gains on sales of assets was attributable to a period over period decline in proceeds and margins from the sale of certain railcars for scrap.



16



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##### Table of Contents

Expenses

Total
expenses for the first six months of 2008 increased by $146 thousand, or 10%, as compared to the first six months of 2007. The net increase in expenses was primarily a result of increases in cost reimbursements to AFS, railcar maintenance and other
expenses offset, in part, by decreases in outside services expense, other management fees and interest expense.

Costs reimbursed to AFS, railcar
maintenance and other expenses increased by $186 thousand, $41 thousand and $12 thousand, respectively. The increase in costs reimbursed to AFS was primarily a result of a refinement of cost allocation methodologies by the General Partner which
resulted in higher costs allocated to the Fund. The refinement of cost allocation methodologies is intended to ensure that Fund management costs are allocated appropriately. This process is continuous and is evaluated, analyzed and modified as
necessary. Railcar maintenance expense increased mostly due to the timing of required repairs during the first half of 2008 versus the same period in 2007, the aging of the Funds lease asset portfolio, and the impact of inflation on
maintenance costs. The net increase in other expenses was mainly due to a period over period increase in the provision for doubtful accounts offset, in part, by a decline in insurance fees.

The aforementioned increases in expenses were partially offset by decreases in outside services expense, other management fees and interest expense totaling $55
thousand, $22 thousand and $20 thousand, respectively. Outside services expense decreased primarily due to the elimination of costs associated with the audit and restatement of the Partnerships prior year financial statements, which were
largely completed during the second quarter of 2007. Other management fees decreased due to the continued runoff of railcars managed by an outside party for the benefit of the Partnership; while interest expense decreased due to the approximately
$800,000 decline in the Partnerships outstanding non-recourse debt.



|Item 4. | Controls and procedures.
|------- | ------------------------

Evaluation of disclosure
controls and procedures

The Partnerships General Partners Chief Executive Officer, and Executive Vice President and Chief Financial
Officer and Chief Operating Officer (Management), evaluated the effectiveness of the Partnerships disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report.
Based on the evaluation of the Partnerships disclosure controls and procedures, the Chief Executive Officer and Executive Vice President and Chief Financial Officer and Chief Operating Officer concluded that as of the end of the period covered
by this report, the design and operation of these disclosure controls and procedures were effective.

The Partnership does not control the financial
reporting process, and is solely dependent on the Management of the General Partner, who is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The
General Partners disclosure controls and procedures, as it is applicable to the Partnership, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States.

Changes in internal control

There were no changes in the General Partners internal control over financial reporting, as it is applicable to the Partnership, during the quarter ended
June 30, 2008 that have materially affected, or are reasonably likely to materially affect, the General Partners internal control over financial reporting, as it is applicable to the Partnership.



17



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

In the ordinary course of conducting
business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnerships financial position or results of
operations. No material legal proceedings are currently pending against the Partnership or its assets.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

None.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None.



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

None.



|Item 5. | Other Information.
|------- | ------------------

None.



|Item 6. | Exhibits.
|------- | ---------

Documents filed as a part of this report:



| | 1. | 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 not applicable, and therefore have been omitted.



| | 2. | Other Exhibits
| | -- | --------------



|     |  |                                                                       
|---- |  | ----------------------------------------------------------------------
|31.1 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash               
|     | 
|31.2 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi         
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash      
|     | 
|32.2 |  | Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi



18



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##### Table of Contents

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 6, 2008



ATEL Cash Distribution Fund V, L.P. (Registrant)




|    |  |                                                           
|--- |  | ----------------------------------------------------------
|By: |  | ATEL Financial Services, LLC General Partner of Registrant



By:

/s/ Dean L. CashDean L. Cash,President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)By:

/s/ Paritosh K. ChoksiParitosh K. Choksi,Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC(General Partner)By:

/s/ Samuel SchusslerSamuel Schussler,Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)




19