##### Table of Contents





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 September 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 ofIncorporation or organization) |  | (I. R. S. EmployerIdentification 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
|                           |  |                      |  | (Do not check if a smaller reporting company) |  |                             

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 October 31, 2008 was 12,471,600.

DOCUMENTS INCORPORATED BY
REFERENCE

None.









---

##### Table of Contents

Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

Index



|         |  |                                                                                                                                  |  |   
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------- |  | --
|Part I.  |  | Financial Information                                                                                                            |  | 3 
|         |  |                                                                                                                                 
|Item 1.  |  | Financial Statements (Unaudited)                                                                                                 |  | 3 
|         |  |                                                                                                                                 
|         |  | Balance Sheets, September 30, 2008 and December 31, 2007                                                                         |  | 3 
|         |  |                                                                                                                                 
|         |  | Statements of Operations for the three and nine months ended September 30, 2008 and 2007                                         |  | 4 
|         |  |                                                                                                                                 
|         |  | Statements of Changes in Partners Capital for the year ended December 31, 2007 and for the nine months ended September 30, 2008 |  | 5 
|         |  |                                                                                                                                 
|         |  | Statements of Cash Flows for the three and nine months ended September 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



2



---

##### Table of Contents

Part I. FINANCIAL INFORMATION



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

ATEL CASH DISTRIBUTION FUND V, L.P.

BALANCE SHEETS

SEPTEMBER 30, 2008 AND DECEMBER 31, 2007

(In Thousands)

(Unaudited)



|                                                                                                                                       |  |                   |       |                  |   |      
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----- | ---------------- | - | -----
|                                                                                                                                       |  | September 30,2008 |       | December 31,2007
|ASSETS                                                                                                                                 |  |                   |       |                  |   |      
|Cash and cash equivalents                                                                                                              |  | $                 | 1,500 |                  | $ | 1,167
|Accounts receivable, net of allowance for doubtful accounts of $103 at September 30, 2008 and $110 at December 31, 2007                |  |                   | 191   |                  |   | 393  
|Prepaid expenses                                                                                                                       |  |                   | 6     |                  |   | 4    
|Investments in equipment and leases, net of accumulated depreciation of $14,204 at September 30, 2008 and $13,310 at December 31,
2007 |  |                   | 6,387 |                  |   | 7,526
|                                                                                                                                       |  |                   |       |                  |   |      
|Total assets                                                                                                                           |  | $                 | 8,084 |                  | $ | 9,090
|                                                                                                                                       |  |                   |       |                  |   |      
|LIABILITIES AND PARTNERS CAPITAL                                                                                                      |  |                   |       |                  |   |      
|Accounts payable and accrued liabilities:                                                                                              |  |                   |       |                  |   |      
|General Partner                                                                                                                        |  | $                 | 32    |                  | $ | 58   
|Other                                                                                                                                  |  |                   | 228   |                  |   | 184  
|Accrued interest payable                                                                                                               |  |                   | 6     |                  |   | 8    
|Non-recourse debt                                                                                                                      |  |                   | 1,335 |                  |   | 1,901
|Unearned operating lease income                                                                                                        |  |                   | 107   |                  |   | 32   
|                                                                                                                                       |  |                   |       |                  |   |      
|Total liabilities                                                                                                                      |  |                   | 1,708 |                  |   | 2,183
|                                                                                                                                       |  |                   |       |                  |   |      
|Commitments and contingencies                                                                                                          |  |                   |       |                  |   |      
|Partners capital:                                                                                                                     |  |                   |       |                  |   |      
|General Partner                                                                                                                        |  |                   | 199   |                  |   | 198  
|Limited Partners                                                                                                                       |  |                   | 6,177 |                  |   | 6,709
|                                                                                                                                       |  |                   |       |                  |   |      
|Total Partners capital                                                                                                                |  |                   | 6,376 |                  |   | 6,907
|                                                                                                                                       |  |                   |       |                  |   |      
|Total liabilities and Partners capital                                                                                                |  | $                 | 8,084 |                  | $ | 9,090
|                                                                                                                                       |  |                   |       |                  |   |      

See accompanying notes.



3



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF OPERATIONS

FOR THE
THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2008 AND 2007

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

(Unaudited)



|                                                           |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|---------------------------------------------------------- |  | -------------------------------- | ---------- | ------------------------------- | ---- | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                                           |  | Three months ended September 30, |            | Nine months ended September 30,
|                                                           |  | 2008                             |            |                                 | 2007 |   | 2008       |  | 2007
|Revenues:                                                  |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|Leasing activities:                                        |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|Operating leases                                           |  | $                                | 707        |                                 |      | $ | 743        |  | $    | 2,242      |  | $ | 2,287     
|Gain on sales of assets                                    |  |                                  | 14         |                                 |      |   | 18         |  |      | 82         |  |   | 91        
|Interest income                                            |  |                                  | 4          |                                 |      |   | 12         |  |      | 16         |  |   | 31        
|Other                                                      |  |                                  | 53         |                                 |      |   |           |  |      | 82         |  |   | 6         
|                                                           |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|Total revenues                                             |  |                                  | 778        |                                 |      |   | 773        |  |      | 2,422      |  |   | 2,415     
|Expenses:                                                  |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|Depreciation of operating lease assets                     |  |                                  | 337        |                                 |      |   | 364        |  |      | 1,102      |  |   | 1,122     
|Cost reimbursements to General Partner                     |  |                                  | 136        |                                 |      |   | 45         |  |      | 413        |  |   | 136       
|Professional fees                                          |  |                                  | 1          |                                 |      |   | 8          |  |      | 95         |  |   | 121       
|Railcar maintenance                                        |  |                                  | 163        |                                 |      |   | 96         |  |      | 394        |  |   | 286       
|Interest expense                                           |  |                                  | 18         |                                 |      |   | 28         |  |      | 60         |  |   | 90        
|Equipment and incentive management fees to General Partner |  |                                  | 30         |                                 |      |   | 74         |  |      | 101        |  |   | 129       
|Other management fees                                      |  |                                  | 29         |                                 |      |   | 32         |  |      | 58         |  |   | 83        
|Outside services                                           |  |                                  | 22         |                                 |      |   | 41         |  |      | 76         |  |   | 150       
|Other                                                      |  |                                  | (2         | )                               |      |   | 8          |  |      | 30         |  |   | 28        
|                                                           |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|Total expenses                                             |  |                                  | 734        |                                 |      |   | 696        |  |      | 2,329      |  |   | 2,145     
|                                                           |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|Net income                                                 |  | $                                | 44         |                                 |      | $ | 77         |  | $    | 93         |  | $ | 270       
|                                                           |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|Net income:                                                |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|General Partner                                            |  | $                                |           |                                 |      | $ | 1          |  | $    | 1          |  | $ | 3         
|Limited Partners                                           |  |                                  | 44         |                                 |      |   | 76         |  |      | 92         |  |   | 267       
|                                                           |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|                                                           |  | $                                | 44         |                                 |      | $ | 77         |  | $    | 93         |  | $ | 270       
|                                                           |  |                                  |            |                                 |      |   |            |  |      |            |  |   |           
|Net income per Limited Partnership Unit                    |  | $                                | 0.00       |                                 |      | $ | 0.01       |  | $    | 0.01       |  | $ | 0.02      
|Weighted average number of Units outstanding               |  |                                  | 12,471,600 |                                 |      |   | 12,471,600 |  |      | 12,471,600 |  |   | 12,471,600

See accompanying notes.



4



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2007

AND FOR THE NINE MONTHS

ENDED SEPTEMBER 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                                         |  |                 |  |        | 92             |   |  |       | 1   |  |   | 93    |  
|                                                   |  |                  |  |        |                |   |  |       |     |  |   |       |  
|Balance September 30, 2008                         |  | 12,471,600       |  | $      | 6,177          |   |  | $     | 199 |  | $ | 6,376 |  
|                                                   |  |                  |  |        |                |   |  |       |     |  |   |       |  

See accompanying notes.



5



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CASH FLOWS

FOR THE
THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2008 AND 2007

(In Thousands)

(Unaudited)



|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                             |  | Three months endedSeptember 30, |       |   | Nine months ended September 30, |  
|                                                                             |  | 2008                            |       |   | 2007                            |   |       | 2008 |  |   | 2007   |  
|Operating activities:                                                        |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Net income                                                                   |  | $                               | 44    |   |                                 | $ | 77    |      |  | $ | 93     |   |  | $ | 270    |  
|Adjustment to reconcile net income to cash provided by operating activities: |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Depreciation of operating lease assets                                       |  |                                 | 337   |   |                                 |   | 364   |      |  |   | 1,102  |   |  |   | 1,122  |  
|Gain on sales of assets                                                      |  |                                 | (14   | ) |                                 |   | (18   | )    |  |   | (82    | ) |  |   | (91    | )
|Reversal of provision for doubtful accounts                                  |  |                                 | (7    | ) |                                 |   |      |      |  |   | (7     | ) |  |   | (29    | )
|Changes in operating assets and liabilities:                                 |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Accounts receivable                                                          |  |                                 | 37    |   |                                 |   | 46    |      |  |   | 209    |   |  |   | 170    |  
|Prepaid expenses                                                             |  |                                 | (6    | ) |                                 |   | (2    | )    |  |   | (2     | ) |  |   | 35     |  
|Accounts payable and accruals:                                               |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|General Partner                                                              |  |                                 | (23   | ) |                                 |   | (21   | )    |  |   | (26    | ) |  |   | (56    | )
|Affiliates                                                                   |  |                                 | (1    | ) |                                 |   |      |      |  |   |       |   |  |   | (72    | )
|Other                                                                        |  |                                 | 94    |   |                                 |   | (117  | )    |  |   | 44     |   |  |   | (211   | )
|Accrued interest payable                                                     |  |                                 |      |   |                                 |   |      |      |  |   | (2     | ) |  |   | (2     | )
|Unearned operating lease income                                              |  |                                 | 73    |   |                                 |   | 20    |      |  |   | 75     |   |  |   | (66    | )
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Net cash provided by operating activities                                    |  |                                 | 534   |   |                                 |   | 349   |      |  |   | 1,404  |   |  |   | 1,070  |  
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Investing activities:                                                        |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Proceeds from sales of lease assets                                          |  |                                 | 17    |   |                                 |   | 23    |      |  |   | 119    |   |  |   | 151    |  
|Improvements of equipment on operating leases                                |  |                                 |      |   |                                 |   | (24   | )    |  |   |       |   |  |   | (48    | )
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Net cash provided by (used in) investing activities                          |  |                                 | 17    |   |                                 |   | (1    | )    |  |   | 119    |   |  |   | 103    |  
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Financing activities:                                                        |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Repayments of non-recourse debt                                              |  |                                 | (191  | ) |                                 |   | (182  | )    |  |   | (566   | ) |  |   | (560   | )
|Distributions to Limited Partners                                            |  |                                 |      |   |                                 |   |      |      |  |   | (624   | ) |  |   | (935   | )
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Net cash used in financing activities                                        |  |                                 | (191  | ) |                                 |   | (182  | )    |  |   | (1,190 | ) |  |   | (1,495 | )
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents                         |  |                                 | 360   |   |                                 |   | 166   |      |  |   | 333    |   |  |   | (322   | )
|Cash and cash equivalents at beginning of period                             |  |                                 | 1,140 |   |                                 |   | 849   |      |  |   | 1,167  |   |  |   | 1,337  |  
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Cash and cash equivalents at end of period                                   |  | $                               | 1,500 |   |                                 | $ | 1,015 |      |  | $ | 1,500  |   |  | $ | 1,015  |  
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Supplemental disclosures of cash flow information:                           |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Cash paid during the period for taxes                                        |  | $                               |      |   |                                 | $ | 1     |      |  | $ | 5      |   |  | $ | 8      |  
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  
|Cash paid during the period for interest                                     |  | $                               | 18    |   |                                 | $ | 28    |      |  | $ | 62     |   |  | $ | 92     |  
|                                                                             |  |                                 |       |   |                                 |   |       |      |  |   |        |   |  |   |        |  

See accompanying notes.



6



---

##### Table of Contents

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 September 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 September 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 affect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the three and nine months ended
September 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.

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments such as
U.S. Treasury instruments with original and/or purchased maturities of ninety days or less.



7



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

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.

Credit risk:

Financial instruments that potentially subject the Partnership to concentrations of credit risk include cash and cash equivalents and accounts receivable. The Partnership
places the majority of its cash deposits and temporary cash investments in U.S. Treasury denominated instruments with the remainder placed in creditworthy, high quality financial institutions so as to meet ongoing working capital requirements. The
concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Partnership. Accounts receivable represent amounts due from lessees in various industries, related to equipment on operating leases.

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 Financial Officer and 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 principal 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 may 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.



8



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

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.

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 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. The Partnership is in the process of evaluating the
impact of the deferred provisions of SFAS 157.

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 |  |   | BalanceSeptember 30,2008
|Net investment in operating leases                                                                                       |  | $                       | 7,517 |                                            | $ | (38 | )                                                        |  | $ | (1,100                   | ) |  | $ | 6,379
|Assets held for sale or lease, net of accumulated depreciation of $27 at September 30, 2008 and $26 at December 31,
2007 |  |                         | 9     |                                            |   | 1   |                                                          |  |   | (2                       | ) |  |   | 8    
|                                                                                                                         |  |                         |       |                                            |   |     |                                                          |  |   |                          |   |  |   |      
|Total                                                                                                                    |  | $                       | 7,526 |                                            | $ | (37 | )                                                        |  | $ | (1,102                   | ) |  | $ | 6,387
|                                                                                                                         |  |                         |       |                                            |   |     |                                                          |  |   |                          |   |  |   |      

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 nine month periods ended September 30, 2008 and 2007. Depreciation expense on property subject to operating leases and property held for lease or sale was $337 thousand and $364 thousand for the
respective three months ended September 30, 2008 and 2007, and $1.1 million for each of the nine-month periods ended September 30, 2008 and 2007.



9



---

##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

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

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

Operating leases:

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



|                              |  |                         |         |   |           |   |        |                                  |  |   |                          |   |  |   |         |  
|----------------------------- |  | ----------------------- | ------- | - | --------- | - | ------ | -------------------------------- |  | - | ------------------------ | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2007 |         |   | Additions |   |        | Reclassificationsor Dispositions |  |   | BalanceSeptember 30,2008 |  
|Transportation, rail          |  | $                       | 20,153  |   |           | $ |       |                                  |  | $ | (106                     | ) |  | $ | 20,047  |  
|Containers                    |  |                         | 648     |   |           |   |       |                                  |  |   | (139                     | ) |  |   | 509     |  
|                              |  |                         |         |   |           |   |        |                                  |  |   |                          |   |  |   |         |  
|                              |  |                         | 20,801  |   |           |   |       |                                  |  |   | (245                     | ) |  |   | 20,556  |  
|Less accumulated depreciation |  |                         | (13,284 | ) |           |   | (1,100 | )                                |  |   | 207                      |   |  |   | (14,177 | )
|                              |  |                         |         |   |           |   |        |                                  |  |   |                          |   |  |   |         |  
|Total                         |  | $                       | 7,517   |   |           | $ | (1,100 | )                                |  | $ | (38                      | ) |  | $ | 6,379   |  
|                              |  |                         |         |   |           |   |        |                                  |  |   |                          |   |  |   |         |  

The average estimated residual value for assets on operating leases was 20% of the assets original cost at
September 30, 2008 and December 31, 2007.

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



|                                      |  |  |  |                 |      
|------------------------------------- |  |  |  | --------------- | -----
|                                      |  |  |  | OperatingLeases
|Three months ending December 31, 2008 |  |  |  | $               | 647  
|Year ending December 31, 2009         |  |  |  |                 | 2,348
|2010                                  |  |  |  |                 | 1,373
|2011                                  |  |  |  |                 | 672  
|2012                                  |  |  |  |                 | 155  
|                                      |  |  |  |                 |      
|                                      |  |  |  | $               | 5,195
|                                      |  |  |  |                 |      

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



---

##### 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) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership. Acquisition
services; equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications services and general administrative services 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 nine-month periods
ended September 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 EndedSeptember 30, |     | Nine Months EndedSeptember 30,
|                                                           |  | 2008                            |     | 2007                           |   | 2008 |  | 2007
|Cost reimbursements to General Partner                     |  | $                               | 136 |                                | $ | 45   |  | $    | 413 |  | $ | 136
|Equipment and incentive management fees to General Partner |  |                                 | 30  |                                |   | 74   |  |      | 101 |  |   | 129
|                                                           |  |                                 |     |                                |   |      |  |      |     |  |   |    
|                                                           |  | $                               | 166 |                                | $ | 119  |  | $    | 514 |  | $ | 265
|                                                           |  |                                 |     |                                |   |      |  |      |     |  |   |    

5. Non-recourse debt:

At September 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 September 30, 2008, gross lease rentals totaled approximately $1.4 million over the remaining lease terms; and the carrying value of the pledged assets was approximately $2.0 million. The note matures in 2010.

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



|                                      |  |  |  |           |       |          |   |       |  |   |      
|------------------------------------- |  |  |  | --------- | ----- | -------- | - | ----- |  | - | -----
|                                      |  |  |  | Principal |       | Interest |   | Total
|Three months ending December 31, 2008 |  |  |  | $         | 193   |          | $ | 16    |  | $ | 209  
|Year ended December 31, 2009          |  |  |  |           | 798   |          |   | 39    |  |   | 837  
|2010                                  |  |  |  |           | 344   |          |   | 4     |  |   | 348  
|                                      |  |  |  |           |       |          |   |       |  |   |      
|                                      |  |  |  | $         | 1,335 |          | $ | 59    |  | $ | 1,394
|                                      |  |  |  |           |       |          |   |       |  |   |      

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



11



---

##### 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 September 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 EndedSeptember 30, |            | Nine Months EndedSeptember 30,
|                                             |  | 2008                            |            | 2007                           |   | 2008       |  | 2007
|Distributions declared                       |  | $                               |           |                                | $ |           |  | $    | 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      
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           



12



---

##### 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 September 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 leasing activities. 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.

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.



13



---

##### Table of Contents

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 September 30, 2008, $1.3 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 September 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 September 30, 2008 versus the three months ended September 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 $185 thousand, or 53%, for the third quarter of 2008 as compared to the third quarter of 2007. The net increase in cash flow was primarily a result of
increases in accounts payable and accrued liabilities, and unearned rents. These increases were partially offset by a decline in operating results, as adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation
expense.

The net increase in the Partnerships payables and accrued liabilities benefited cash flow by $208 thousand and was primarily due to a
period over period decline in payments made against accounts payable as the 2007 payment activity reflects the payment of prior period invoices from a third party railcar manager. The increase in unearned rents benefited cash flow by $53 thousand
and was primarily a result of a $70 thousand prepayment of railcar rents received in the third quarter of 2008. Partially offsetting the aforementioned increases in cash flow was a $63 thousand decrease resulting from a decline in operating results,
as adjusted for non-cash items, due primarily to increased operating expenses.

Investing Activities

Cash provided by investing activities increased by $18 thousand for the third quarter of 2008 as compared to the third quarter of 2007 primarily due to a decline in cash
used to refurbish railcars. The decline in capitalized costs of refurbishing railcars was primarily due to the timing of improvements made to railcars during the third quarter of 2008 compared to the third quarter of 2007.

Financing Activities

Net cash used in financing activities increased
by $9 thousand, or 5%, for the third quarter of 2008 as compared to the third 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.

The nine months ended September 30, 2008 versus the nine months ended September 30, 2007

Operating Activities

Cash provided by operating activities increased
by $334 thousand, or 31%, for the nine months 2008 as compared to the same period in 2007. The net increase in cash flow was primarily a result of a $357 thousand decrease in payments made against accounts payable and accrued liabilities, a $141
thousand increase in unearned rents received and a $39 thousand increase in collections of accounts receivable offset, in part, by a $177 thousand period over period drop in net operating results and a $37 thousand decline in amortization of prepaid
expenses.

Payments made against accounts payable and accrued liabilities declined as the year-to-date 2007 payment activity reflects the payment of prior
year invoices from a third party railcar manager. In addition, 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 $70 thousand prepayment of railcar rents received in the third quarter of 2008. Further, 2008 cash flow from prepaid rents increased as a result of a greater level of amortization during 2007. Collections of accounts
receivable increased as rents receivable originating in 2007 were collected during the first quarter of 2008.



14



---

##### Table of Contents

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 increased by $16 thousand, or 16%, for the nine months
ended September 30, 2008 compared to the nine months ended September 30, 2007. The net increase in cash was due to a $48 thousand decline in cash used to refurbish railcars offset, in part, by a $32 thousand decline in proceeds from sales
of assets.

The decline in capitalized costs of refurbishing railcars was primarily due to the timing of improvements made to railcars during the nine
months ended September 30, 2008 as compared to the nine months ended September 30, 2007; while the reduction in proceeds from sales of lease assets was attributable to the decrease in number of railcars sold for scrap during the nine
months ended September 30, 2008 compared to the same period of 2007.

Financing Activities

Net cash used in financing activities declined by $305 thousand, or 20%, for the nine months ended September 30, 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 September 30, 2008 versus the three months ended September 30, 2007

The Partnership had net income of $44 thousand and $77
thousand for the three months ended September 30, 2008 and 2007, respectively. The results for the third quarter of 2008 primarily reflect increased expenses when compared to the third quarter of 2007.

Revenues

Total revenues for the third quarter of 2008 were
relatively flat when compared to the third quarter of 2007. There was, however, a change in the revenue mix due primarily to a $53 thousand period over period increase in other revenues offset, in part, by decreases of $36 thousand and $8 thousand
in operating lease revenues and interest income, respectively.

The increase in other revenue was largely attributable to the third quarter 2008 resolution
of reconciling items held in suspense. This increase in other revenues was partially offset by decreases in operating lease revenues and interest income due primarily to continued run-off of the lease portfolio and the period over period decline in
average interest rates, respectively.

Expenses

Total
expenses for the third quarter of 2008 increased by $38 thousand, or 5%, as compared to the third quarter of 2007. The net increase in expenses was primarily a result of increases in cost reimbursements to AFS and railcar maintenance expense offset,
in part, by decreases in management fees, depreciation, outside services expense, interest expense and other expenses.

Costs reimbursed to AFS and railcar
maintenance expense increased by $91 thousand and $67 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 third quarter of 2008 versus the third quarter of 2007, the aging of the Funds lease asset portfolio, and the impact of inflation on maintenance costs.



15



---

##### Table of Contents

The aforementioned increases in expenses were partially offset by decreases in management fees paid to AFS, depreciation
expense, outside services expense, interest expense and other expenses. Management fees paid to AFS declined by $44 thousand primarily due to a decline in managed lease assets. Similarly, run-off and sales of lease assets resulted in a $27 thousand
decline in depreciation expense. Outside services expense decreased by $19 thousand primarily due to the elimination of costs associated with the audit and restatement of the Partnerships prior year financial statements, which were completed
by the third quarter of 2007. Interest expense decline by $10 thousand due to the declining balance of the Partnerships non-recourse debt; other expense also declined by $10 thousand primarily due to a period over period decrease in the
provision for doubtful accounts.

The nine months ended September 30, 2008 versus the nine months ended September 30, 2007

The Partnership had net income of $93 thousand and $270 thousand for the nine months ended September 30, 2008 and 2007, respectively. The
year-to-date 2008 results primarily reflect a net increase in operating expenses when compared to the same period of 2007.

Revenues

Total revenues were relatively unchanged at $2.4 million for each of the nine months ended September 30, 2008 and 2007. At a detailed level, other revenues increased
during the first nine months of 2008 when compared to the same period of 2007; however, the increase was mostly offset by decreases in operating lease revenues, interest income and gain on sales of assets.

The period over period increase in other revenues totaled $76 thousand and was largely attributable to the third quarter 2008 resolution of reconciling items held in
suspense and a reversal of a prior period accrued liability during the second quarter of 2008.

Mostly offsetting the increase in other revenues were
decreases in operating lease revenues, interest income and gain on sales of assets totaling $45 thousand, $15 thousand and $9 thousand, respectively. The decrease in operating lease revenues 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.

Expenses

Total expenses for the nine months ended September 30, 2008 increased by $184 thousand, or 9%, as compared to the same period of 2007. The net increase in
expenses was primarily a result of increases in cost reimbursements to AFS and railcar maintenance offset, in part, by decreases in outside services expense and professional fees, management fees paid to AFS and other management fees, interest
expense and depreciation expense.

Costs reimbursed to AFS and railcar maintenance increased by $277 thousand and $108 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. Railcar maintenance expense increased mostly due to the timing of
required repairs during the nine months ended September 30, 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 aforementioned increases in expenses were partially offset by decreases in outside services expense and professional fees totaling $100 thousand, management fees
paid to AFS and other management fees totaling $53 thousand, interest expense totaling $30 thousand and depreciation expense totaling $20 thousand. Outside services expense and professional fees decreased primarily due to the elimination of costs
associated with the audit and restatement of the Partnerships prior year financial statements, which were completed by the third quarter of 2007. Management fees paid to AFS and other management fees decreased due to the continued runoff of
the Partnerships lease assets, including railcars managed by an outside party for the benefit of the Partnership. Interest expense decreased due to the approximately $750 thousand decline in the Partnerships outstanding non-recourse debt
since September 30, 2007; and depreciation expense decreased due to run-off and sales of lease assets.



16



---

##### Table of Contents

|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
September 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



---

##### 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 against any of 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



---

##### 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: November 11, 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