Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                  |X|    Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934. For the quarterly
                         period ended June 30, 2002

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

                         Commission File Number 0-23842

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

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

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

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



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

                                     Yes |X|
                                     No |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.














                                       2
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 2002 AND DECEMBER 31, 2001
                                   (Unaudited)


                                     ASSETS

                                                   2002              2001
                                                   ----              ----
Cash and cash equivalents                            $930,467          $443,772

Accounts receivable, net of allowance for
   doubtful accounts of $165,285 in
   2002 and in 2001                                   633,194         1,249,403

Investments in leases                              32,290,893        35,467,668
                                             ----------------- -----------------
                                                  $33,854,554       $37,160,843
                                             ================= =================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                  $9,980,096       $11,663,273

Line of credit                                      4,000,000         6,500,000

Accounts payable
     Other                                            114,626           156,408
     General partner                                  591,336           146,080

Accrued interest expense                               16,091            21,601

Unearned lease income                                  74,666           127,056
                                             ----------------- -----------------
Total liabilities                                  14,776,815        18,614,418

Partners' capital:
     General partner                                  204,991           188,354
     Limited partners                              18,872,748        18,358,071
                                             ----------------- -----------------
Total partners' capital                            19,077,739        18,546,425
                                             ----------------- -----------------
Total liabilities and partners' capital           $33,854,554       $37,160,843
                                             ================= =================

                             See accompanying notes.


                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Six Months                         Three Months
                                                 Ended June 30,                      Ended June 30,
                                                 --------------                      --------------
                                              2002             2001              2002              2001
                                              ----             ----              ----              ----
Revenues:
Leasing activities:
<S>                                          <C>              <C>               <C>               <C>
   Operating lease revenues                  $ 2,758,354      $ 2,923,158       $ 1,354,586       $ 1,369,719
   Direct financing leases                       218,710          293,896           106,153           142,506
   Leveraged leases                                9,950           30,753              (894)           16,510
   Gain (loss) on sales of assets                 96,948          213,005            11,513           (69,182)
Interest income                                    2,737           20,087             1,419             6,396
Other                                          1,959,451        1,237,683         1,957,712         1,236,518
                                        ----------------- ---------------- ----------------- -----------------
                                               5,046,150        4,718,582         3,430,489         2,702,467
Expenses:
Depreciation and amortization                  2,030,927        2,327,175           996,079         1,143,759
Interest                                         504,947          578,133           241,017           284,224
Cost reimbursements to General Partner           349,551          414,801           161,303           240,968
Other                                            216,247          156,899           155,529            84,699
Equipment and incentive management fees          121,403          315,029            60,515           212,537
Professional fees                                 98,415          111,942            62,093            40,206
Railcar maintenance                               60,917           95,607            (7,847)           83,997
                                        ----------------- ---------------- ----------------- -----------------
                                               3,382,407        3,999,586         1,668,689         2,090,390
                                        ----------------- ---------------- ----------------- -----------------
Net income                                   $ 1,663,743        $ 718,996       $ 1,761,800         $ 612,077
                                        ================= ================ ================= =================
Net income:
     General partner                            $ 16,637          $ 7,190          $ 17,618           $ 6,121
     Limited partners                          1,647,106          711,806         1,744,182           605,956
                                        ----------------- ---------------- ----------------- -----------------
                                             $ 1,663,743        $ 718,996       $ 1,761,800         $ 612,077
                                        ================= ================ ================= =================
Weighted average number of units
   outstanding                                12,485,050       12,497,000        12,473,100        12,497,000
Net income per limited partnership unit            $0.13            $0.06             $0.14             $0.05
</TABLE>



                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Limited Partners      General
                                             Units            Amount           Partners           Total
<S>                                           <C>             <C>                 <C>            <C>
Balance December 31, 2001                     12,497,000      $18,358,071         $ 188,354      $ 18,546,425
Repurchase of limited partnership units          (23,900)         (44,036)                -           (44,036)
Distributions to limited partners                              (1,088,393)                -        (1,088,393)
Net income                                                      1,647,106            16,637         1,663,743
                                        ----------------- ---------------- ----------------- -----------------
Balance June 30, 2002                         12,473,100      $18,872,748         $ 204,991      $ 19,077,739
                                        ================= ================ ================= =================
</TABLE>

                             See accompanying notes.


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Six Months                         Three Months
                                                               Ended June 30,                      Ended June 30,
                                                               --------------                      --------------
                                                            2002             2001              2002              2001
                                                            ----             ----              ----              ----

Operating activities:
<S>                                                        <C>                <C>             <C>                 <C>
Net income                                                 $ 1,663,743        $ 718,996       $ 1,761,800         $ 612,077
Adjustments to reconcile net income
   to net cash provided by operations
   Leveraged lease income                                       (9,950)         (30,753)              894           (16,510)
   Depreciation and amortization                             2,030,927        2,327,175           996,079         1,143,759
   (Gain) loss on sales of assets                              (96,948)        (213,005)          (11,513)           69,182
Changes in operating assets and liabilities:
      Accounts receivable                                      616,209          678,696           541,497           430,042
      Accounts payable, general partner                        445,256          240,868           392,890           215,262
      Accounts payable, other                                  (41,782)         (68,685)         (290,699)          (29,514)
      Accrued interest expense                                  (5,510)         (24,067)           (2,030)           (9,769)
      Unearned lease income                                    (52,390)         (66,855)            6,103            48,127
                                                      ----------------- ---------------- ----------------- -----------------

Net cash provided by operating activities                    4,549,555        3,562,370         3,395,021         2,462,656
                                                      ----------------- ---------------- ----------------- -----------------

Investing activities:
Proceeds from sales of assets                                  458,003        2,193,637            66,153          (176,912)
Reduction in net investment in direct
   financing leases                                            794,743        1,036,539           357,808           919,200
Payments received on notes receivable                                -        1,309,783                 -         1,309,783
Reduction in net investment in leveraged
   leases                                                            -                -           (21,688)          (28,486)
                                                      ----------------- ---------------- ----------------- -----------------
Net cash provided by investing
   activities                                                1,252,746        4,539,959           402,273         2,023,585
                                                      ----------------- ---------------- ----------------- -----------------
</TABLE>


                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Six Months                         Three Months
                                                               Ended June 30,                      Ended June 30,
                                                               --------------                      --------------
                                                            2002             2001              2002              2001
                                                            ----             ----              ----              ----
<S>                                                        <C>                <C>             <C>                 <C>
Financing activities:
Distributions to limited partners                           (1,088,393)      (7,497,774)                -        (3,749,028)
Proceeds of non-recourse debt                                                         -          (759,436)                -
Repayment of non-recourse debt                              (1,683,177)      (2,907,793)         (275,905)         (994,072)
Borrowing under line of credit                                 500,000        3,000,000                 -         2,000,000
Repayment of line of credit                                 (3,000,000)      (2,000,000)       (2,000,000)       (2,000,000)
Repurchase of limited partnership units                        (44,036)               -           (44,036)                -
                                                      ----------------- ---------------- ----------------- -----------------
Net cash used in financing activities                       (5,315,606)      (9,405,567)       (3,079,377)       (4,743,100)
                                                      ----------------- ---------------- ----------------- -----------------

Net increase (decrease) in cash and
   cash equivalents                                            486,695       (1,303,238)          717,917          (256,859)
Cash at beginning of period                                    443,772        1,571,943           212,550           525,564
                                                      ----------------- ---------------- ----------------- -----------------
Cash at end of period                                        $ 930,467        $ 268,705         $ 930,467         $ 268,705
                                                      ================= ================ ================= =================

Supplemental disclosure of cash flow information:
Cash paid during the period for interest                     $ 510,457        $ 602,200         $ 243,047         $ 293,993
                                                      ================= ================ ================= =================
</TABLE>




                             See accompanying notes.




                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2.  Organization and partnership matters:

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

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


3. Investment in leases:

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

<TABLE>
<CAPTION>
                                                                          Depreciation
                                                                          Expense or         Reclass-
                                                        December 31,     Amortization      ifications &        June 30,
                                                            2001           of Leases       Dispositions          2002
                                                            ----           ---------     - -------------         ----
<S>                                                       <C>               <C>               <C>               <C>
Net investment in operating leases                        $ 26,533,841      $(1,990,727)      $(1,707,058)      $22,836,056
Net investment in direct financing leases                    8,094,439         (794,743)                -         7,299,696
Net investment in leveraged leases                           1,073,050            9,950          (147,810)          935,190
Residual interests                                             835,759                -                 -           835,759
Reserve for losses                                          (2,224,816)               -                 -        (2,224,816)
Assets held for sale or lease                                  725,609                -         1,493,813         2,219,422
Initial direct costs, net of accumulated
   amortization of $1,115,605 in 2001 and
   $985,594 in 2002                                            429,786          (40,200)                -           389,586
                                                    ------------------- ---------------- ----------------- -----------------
                                                          $ 35,467,668      $(2,815,720)       $ (361,055)     $ 32,290,893
                                                    =================== ================ ================= =================
</TABLE>




                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)


3. Investments in leases (continued):

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

<TABLE>
<CAPTION>
                                                        Reclassifications
                                December 31,             & Dispositions                June 30,
                                    2001          1st Quarter      2nd Quarter           2002
                                    ----          -----------      -----------           ----
<S>                               <C>                <C>              <C>              <C>
Transportation                    $ 36,606,091       $ (315,905)      $(2,259,619)     $ 34,030,567
Construction                        11,425,007                -                 -        11,425,007
Manufacturing                        2,666,354                -                 -         2,666,354
Materials handling                     248,749                -          (138,600)          110,149
                              ----------------- ---------------- ----------------- -----------------
                                    50,946,201         (315,905)       (2,398,219)       48,232,077
Less accumulated depreciation      (24,412,360)        (814,724)         (168,937)      (25,396,021)
                              ----------------- ---------------- ----------------- -----------------
                                  $ 26,533,841      $(1,130,629)      $(2,567,156)     $ 22,836,056
                              ================= ================ ================= =================
</TABLE>

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

At June 30, 2002, the aggregate  amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                              Direct
                                            Financing         Operating          Total
<S>                                             <C>            <C>               <C>
   Six months ending December 31, 2002          $ 867,839      $ 1,859,833       $ 2,727,672
         Year ending December 31, 2003            428,733        1,750,230         2,178,963
                                  2004            622,852          800,126         1,422,978
                                  2005            496,654          815,639         1,312,293
                                  2006            496,654          518,710         1,015,364
                            Thereafter          3,992,400        4,078,752         8,071,152
                                         ----------------- ---------------- -----------------
                                              $ 6,905,132      $ 9,823,290      $ 16,728,422
                                         ================= ================ =================
</TABLE>






                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)


4.  Non-recourse debt:

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

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


<TABLE>
<CAPTION>
                                          Principal         Interest           Total
<S>                                         <C>                <C>             <C>
 Six months ending December 31, 2002        $ 1,041,872        $ 315,878       $ 1,357,750
       Year ending December 31, 2003            709,048          553,832         1,262,880
                                2004            453,006          513,642           966,648
                                2005            481,214          485,263           966,477
                                2006            544,469          442,613           987,082
                          Thereafter          6,750,487        1,989,480         8,739,967
                                       ----------------- ---------------- -----------------
                                            $ 9,980,096      $ 4,300,708      $ 14,280,804
                                       ================= ================ =================
</TABLE>


5.  Related party transactions:

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

The General Partner and/or Affiliates earned the following fees and commissions,
pursuant to the  Agreement of Limited  Partnership  during the six month periods
ended June 30, 2002 and 2001 as follows:

                                                   2002              2001
                                                   ----              ----
Equipment  and incentive management fees            $ 121,403         $ 315,029

Reimbursement of costs                                349,551           414,801
                                             ----------------- -----------------
                                                     $470,954          $729,830
                                             ================= =================



                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)


6. Partner's capital:

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

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

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

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

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

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

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

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

Fourth, the balance to the Limited Partners.



                                       10
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $43,654,928   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires on June 28,  2004.  As of June 30, 2002,  borrowings  under the facility
were as follows:

<TABLE>
<CAPTION>
<S>                                                                                                         <C>
Amount  borrowed by the Partnership under the acquisition facility                                          $   4,000,000
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                                    19,000,000
                                                                                                           -----------------
Total borrowings under the acquisition facility                                                                23,000,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility                               -
                                                                                                           -----------------
Total outstanding balance                                                                                   $ 23,000,000
                                                                                                           =================

Total available under the line of credit                                                                    $ 43,654,928
Total outstanding balance                                                                                     (23,000,000)
                                                                                                           -----------------
Remaining availability                                                                                      $ 20,654,928
                                                                                                           =================
</TABLE>


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  affiliated
partnerships and limited  liability  companies,  the Partnership and the General
Partner.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
2002.

8.  Other income:

During  the  second  quarter  of  2001,  the  Partnership  recognized  a gain of
$1,234,542  upon the receipt of proceeds  from the  bankruptcy  of  Schwegmann's
Giant  Supermarkets,  a former  lessee of the  Partnership.  During  the  second
quarter  of 2002,  the  Partnership  recognized  a gain of  $1,954,952  upon the
receipt of additional proceeds from the bankruptcy trustee.


9. Subsequent event:

In July 2002,  the  Partnership  sold a significant  portion of its lease assets
prior to the maturity of the initial  lease terms.  The assets had been on lease
to Tarmac America,  Inc. and Exxon/Mobil.  The information  below summarizes the
sales transactions.

<TABLE>
<CAPTION>
                                            Tarmac         Exxon/Mobil         Total
<S>                                         <C>              <C>              <C>
Original cost of equipment                  $ 7,197,839      $12,728,058      $ 19,925,897
Net book value of assets at date of sale    $ 2,167,515      $10,389,679      $ 12,557,194
Sales price                                 $ 2,459,454      $11,051,917      $ 13,511,371
Non-recourse debt repaid at time of sale      $ 106,936      $ 8,183,110       $ 8,290,046
Net cash received from sale                 $ 2,352,518      $ 2,868,807       $ 5,221,325
Gain realized on sale                         $ 291,939        $ 662,238         $ 954,177
</TABLE>


                                       11
<PAGE>

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

Capital Resources and Liquidity

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

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

As of June 30, 2001, the  Partnership  had borrowed  $58,317,911.  The remaining
unpaid balance at that date was $9,980,096. Borrowings are to be non-recourse to
the Partnership, that is, the only recourse of the lender is to the equipment or
corresponding  lease  acquired or secured  with the loan  proceeds.  The General
Partner  expects that aggregate  borrowings in the future will be  approximately
40% of  aggregate  equipment  cost.  In any  event,  the  Agreement  of  Limited
Partnership  limits such  borrowings to 40% of the total cost of  equipment,  in
aggregate.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $43,654,928   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires on June 28,  2004.  As of June 30, 2002,  borrowings  under the facility
were as follows:

<TABLE>
<CAPTION>
<S>                                                                                                         <C>
Amount  borrowed by the Partnership under the acquisition facility                                          $   4,000,000
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                                    19,000,000
                                                                                                           -----------------
Total borrowings under the acquisition facility                                                                23,000,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility                               -
                                                                                                           -----------------
Total outstanding balance                                                                                   $ 23,000,000
                                                                                                           =================

Total available under the line of credit                                                                    $ 43,654,928
Total outstanding balance                                                                                     (23,000,000)
                                                                                                           -----------------
Remaining availability                                                                                      $ 20,654,928
                                                                                                           =================
</TABLE>

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  affiliated
partnerships and limited  liability  companies,  the Partnership and the General
Partner.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
2002.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment. As of June 30, 2002, there were no such
commitments.



                                       12
<PAGE>

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

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


Cash flows

For both the three and six month  periods  in 2002 and 2001,  the  Partnership's
primary source of cash flows from operations was rents from operating leases.

In 2001, the most significant  source of cash from investing  activities in both
the six and three month periods was proceeds  from sales of lease assets.  Rents
from direct  financing  leases were also  significant  in both the three and six
month periods. In 2002, such rents were the most significant source of cash from
investing  activities.  In May 2001,  the  Partnership  received  payment on the
amounts carried as notes receivable ($1,309,783).  There were no similar amounts
in 2002.

In 2002 and 2001, the only financing  source of cash was amounts borrowed on the
line of credit,  $500,000 in 2002 and $3,000,000 in 2001.  Distributions  to the
Limited  Partners was the primary  financing use of cash.  Commencing in January
2002, the General Partner change the frequency of  distributions  to the limited
partners from monthly (for most of the  partners)  and  quarterly  distributions
(for the remainder) to an annual  distribution.  In 2002, the only distributions
to date are  distributions  from cash flows generated in the 4th quarter of 2001
and  distributed in January of 2002.  Cash used to repay  non-recourse  debt has
decreased as a result of scheduled debt reductions.


Results of operations

The primary source of revenues is operating  leases and is expected to remain so
in future periods. As leases reach their scheduled terminations, the Partnership
expects to either sell the assets or to re-lease them.  Revenues from succeeding
leases are usually  lower than the  amounts  received  on earlier  leases.  As a
result,  lease rents are expected to decline in future  periods until all of the
assets are sold.  Operating lease revenues declined by $164,804 (from $2,923,158
in 2001 to  $2,758,354  in 2002) for the six month  periods  and  $15,133  (from
$1,369,719 in 2001 to $1,354,586 in 2002) for the three month periods.

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

In 2001, sales of assets resulted in a gain of $213,005 for the six month period
and a loss of $69,182  for the three month  period  compared to gains of $96,948
for the six month period and $11,513 for the three month period in 2002.

Interest  expense has  declined  for both the six and three  month  periods as a
result of decreased  total debt  balances  compared to 2001.  Debt balances have
been reduced as a result of scheduled debt payments.

Management fees are related to lease revenues  (equipment  management  fees) and
the  amounts of cash  generated  from  operations  which is  distributed  to the
limited partners  (incentive  management fees). Lease revenues declined compared
to 2001 as noted above.  More of the  distributions to the limited partners came
from the  proceeds of asset sales (on which no  management  fees are being paid)
rather  than  from  cash  generated  from  operations.  These  gave  rise to the
decreases in management fees compared to 2001.





                                       13
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Schwegmann's Giant Supermarkets:

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

The Partnership has liquidated all equipment leased under their lease, resulting
in net proceeds of $384,353, which represent 9.26% of original equipment cost.

The  Partnership  obtained  and  recorded  a  judgment  against  the  lessee and
guarantors in the approximate  amount of $2.8 million,  and pursued  recovery of
these liquidated damages, plus expenses, due under the lease. The lessee claimed
sufficient  assets to satisfy the claims of all secured creditors of the lessee;
however,  the lessee's  assets are primarily  relatively  illiquid real property
investments.  During 2001,  the lessee  received  $15,000,000 in proceeds from a
parcel of real property  sold to a large home  improvement  retail chain,  which
amount was sufficient to pay off substantially  all of the creditors,  including
the  Partnership's  claim of $2.8 million.  As of this date, the Partnership has
received in excess of $2.6 million in satisfaction of its claim, and the General
Partner  believes  that it has a reasonable  basis for assuming  recovery of its
remaining liquidated damages balance, in the approximate amount of $800,000 plus
legal fees, in full satisfaction of its claim.

Pegasus Gold Corporation:

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

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



                                       14
<PAGE>

Quaker Coal Company:

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

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

The lessee filed a plan of reorganization, which has been objected to by several
large creditors, including the General Partner.

Upon the termination of the debtor's  exclusivity  period,  competing plans were
filed by other creditors to the plan, and voting on the competing plans occurred
October 8, 2001.  The results of the vote were that  American  Electric  Power's
("AEP") Plan of Reorganization ("AEP Plan") was successful.  Under the AEP Plan,
the claim of the  Partnerships  has been assigned to a  liquidating  trustee for
resolution and satisfaction from the debtor's estate.

In January 2002,  ATEL attended an appellate  settlement  conference  seeking to
resolve  the  outstanding  disputed  claim.  A reserve has been set aside by the
liquidating trustee in the amount of $1.2 million in partial satisfaction of the
Partnership's  claims and those of its  affiliates,  although  this claim amount
remains in dispute.  Currently,  the likelihood of recovery of amounts above the
payment of the lease rent and the liquidation of the equipment  already received
remains speculative and highly uncertain.


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

                   (a)Documents filed as a part of this report

                   1.   Financial Statements

                        Included in Part I of this report:

                        Balance Sheets, June 30, 2002 and December 31, 2001.
                        Statements of operations for the six and three month
                           periods ended June 30, 2002 and 2001.
                        Statement of changes in partners' capital for the six
                        months ended June 30, 2002. Statements of cash flows for
                        the six and three month periods ended June 30, 2002 and
                           2001.
                        Notes to the Financial Statements.

                   2.   Financial Statement Schedules

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

                   (b)  Report on Form 8-K

                        None


                                       15
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly report on Form 10QSB of ATEL Cash  Distribution
Fund V, LP, (the "Partnership") for the period ended June 30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

         1.             The Report fully complies with the requirements of
                         section 13(a) or 15(d) of the Securities Exchange Act
                         of 1934 ; and

         2.             The information contained in the Report fairly presents,
                         in all material respects, the financial condition and
                         results of operations of the Partnership.


/s/ DEAN L. CASH
----------------------------------
Dean L. Cash President and Chief Executive
Officer of General Partner
August 14, 2002

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly report on Form 10QSB of ATEL Cash  Distribution
Fund V, LP, (the "Partnership") for the period ended June 30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial Services, LLC, general partner of the Partnership, hereby certify
that:

         1.             The Report fully complies with the requirements of
                         section 13(a) or 15(d) of the Securities Exchange Act
                         of 1934 ; and

         2.             The information contained in the Report fairly presents,
                         in all material respects, the financial condition and
                         results of operations of the Partnership.


/s/ PARITOSH K. CHOKSI
----------------------------------
Paritosh K. Choksi Executive Vice President of General
Partner, Principal financial officer of registrant
August 14, 2002


                                       16
<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:
August 14, 2002

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



                    By: ATEL Financial Services, LLC
                        General Partner of Registrant




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




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



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



                                       17
<PAGE>