Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                        Commission File Number 000-23842

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


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


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


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


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



                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

                                       1
<PAGE>



                          Part I. FINANCIAL INFORMATION

                      Item 1:  Financial Statements.



                                       2
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

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

                                     ASSETS


                                                  2001               2000
                                                  ----               ----
Cash                                               $ 152,593        $ 1,571,943

Accounts receivable                                1,780,715          2,299,308

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

Investments in leases                             37,619,433         44,819,860
                                             ----------------  -----------------
                                                $ 39,552,741       $ 50,000,894
                                             ================  =================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                               $ 12,466,023       $ 16,389,312

Line of credit                                     5,500,000          1,000,000

Accounts payable
   Other                                             162,303            860,649
   General Partner                                    39,482             76,886
   Equipment purchases                                 1,352              1,352

Accrued interest                                      27,831             61,866

Unearned lease income                                125,104            194,253
                                             ----------------  -----------------
Total liabilities                                 18,322,095         18,584,318

Partners' capital:
   General Partner                                   190,204            186,646
   Limited Partners                               21,040,442         31,229,930
                                             ----------------  -----------------
Total partners' capital                           21,230,646         31,416,576
                                             ----------------  -----------------
Total liabilities and partners' capital         $ 39,552,741       $ 50,000,894
                                             ================  =================

                             See accompanying notes.


                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2001 AND 2000


<TABLE>
<CAPTION>
                                                     Nine Months Ended                   Three Months Ended
                                                        September 30,                       September 30,
Revenues:                                          2001             2000              2001               2000
                                                   ----             ----              ----               ----
Leasing activities:
<S>                                               <C>               <C>               <C>               <C>
   Operating leases                               $ 4,458,003       $7,318,455        $1,534,845        $ 1,848,987
   Direct financing leases                            263,769          921,928           (30,127)           205,989
   Leveraged leases                                    47,262           63,785            16,509             18,852
   Gain (loss) on sales of assets                     291,575          893,417            78,570            (10,822)
Interest income                                        22,430          111,549             2,343             48,574
Other                                               1,239,612           27,343             1,929             13,176
                                              ---------------- ----------------  ----------------  -----------------
                                                    6,322,651        9,336,477         1,604,069          2,124,756
Expenses:
Depreciation and amortization                       3,380,903        4,981,627         1,053,728          1,509,573
Interest                                              865,489        1,068,208           287,356            351,305
Cost reimbursements to General Partner                733,822          315,319           319,021            119,725
Other                                                 428,233          261,793           159,392             76,996
Management fees                                       379,368          609,084            64,339            117,297
Railcar maintenance                                   179,027          251,389            83,420            112,819
                                              ---------------- ----------------  ----------------  -----------------
                                                    5,966,842        7,487,420         1,967,256          2,287,715
                                              ---------------- ----------------  ----------------  -----------------
Net income (loss)                                   $ 355,809       $1,849,057        $ (363,187)        $ (162,959)
                                              ================ ================  ================  =================


Net income (loss):
     General Partner                                  $ 3,558         $ 18,491          $ (3,632)          $ (1,630)
     Limited Partners                                 352,251        1,830,566          (359,555)          (161,329)
                                              ---------------- ----------------  ----------------  -----------------
                                                    $ 355,809       $1,849,057        $ (363,187)        $ (162,959)
                                              ================ ================  ================  =================

Net income (loss) per Limited Partnership unit         $ 0.03           $ 0.15           $ (0.03)           $ (0.01)

Weighted average number of units outstanding       12,497,000       12,497,000        12,497,000         12,497,000
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 2001
                                   (Unaudited)

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

<S>                                    <C>             <C>                 <C>             <C>
Balance December 31, 2000              12,497,000      $31,229,930         $ 186,646       $ 31,416,576
Distributions to limited partners                      (10,541,739)                -        (10,541,739)
Net income                                                 352,251             3,558            355,809
                                  ---------------- ----------------  ----------------  -----------------
Balance September 30, 2001             12,497,000      $21,040,442         $ 190,204       $ 21,230,646
                                  ================ ================  ================  =================
</TABLE>

                             See accompanying notes.

                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                   Three Months Ended
                                                                      September 30,                       September 30,
                                                                      -------------                       -------------
                                                                 2001             2000              2001               2000
                                                                 ----             ----              ----               ----
Operating activities:
<S>                                                               <C>             <C>               <C>                <C>
Net income                                                        $ 355,809       $1,849,057        $ (363,187)        $ (162,959)
Adjustments to reconcile net income (loss) to net
   cash provided by operations
   Depreciation and amortization                                  3,380,903        4,981,627         1,053,728          1,509,573
   Leveraged lease income                                           (47,262)         (63,785)          (16,509)           (18,852)
   (Gain) loss on sale of assets                                   (291,575)        (893,417)          (78,570)            10,822
Changes in operating assets and liabilities:
      Accounts receivable                                           518,593          490,883          (160,103)          (156,626)
      Accounts payable, General Partner                             (37,404)         (45,868)         (278,272)          (199,005)
      Accounts payable, other                                      (698,346)         530,274          (629,661)            44,852
      Unearned lease income                                         (69,149)        (144,126)          (45,082)             1,048
      Accrued interest                                              (34,035)         (33,218)           32,820            (16,535)
                                                            ---------------- ----------------  ----------------  -----------------
Net cash provided by (used in) operating
   activities                                                     3,077,534        6,671,427          (484,836)         1,012,318
                                                            ---------------- ----------------  ----------------  -----------------

Investing activities:
Proceeds from sales of assets                                     2,839,712        5,519,246           646,075            879,544
Reductions in investment in direct financing leases               1,318,649        1,886,055           282,110            672,932
Payments received on notes receivable                             1,309,783          159,569                 -                  -
                                                            ---------------- ----------------  ----------------  -----------------
Net cash provided by investing activities                         5,468,144        7,564,870           928,185          1,552,476
                                                            ---------------- ----------------  ----------------  -----------------
</TABLE>


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                   Three Months Ended
                                                                     September 30,                      September 30,
                                                                     -------------                      -------------
                                                                 2001             2000              2001               2000
                                                                 ----             ----              ----               ----
Financing activities:
<S>                                                             <C>              <C>                <C>                <C>
Distributions to limited partners                               (10,541,739)     (11,338,849)       (3,043,965)        (3,842,083)
Repayments of non-recourse debt                                  (3,923,289)      (4,506,291)       (1,015,496)        (1,080,842)
Borrowing under line of credit                                    6,500,000                -         3,500,000                  -
Repayment of line of credit                                      (2,000,000)               -                 -                  -
                                                            ---------------- ----------------  ----------------  -----------------
Net cash used in financing activities                            (9,965,028)     (15,845,140)         (559,461)        (4,922,925)
                                                            ---------------- ----------------  ----------------  -----------------
Net decrease in cash and cash equivalents                        (1,419,350)      (1,608,843)         (116,112)        (2,358,131)
Cash and cash equivalents at beginning
   of period                                                      1,571,943        3,330,065           268,705          4,079,353
                                                            ---------------- ----------------  ----------------  -----------------
Cash and cash equivalents at end of period                        $ 152,593       $1,721,222         $ 152,593        $ 1,721,222
                                                            ================ ================  ================  =================


Supplemental disclosure of cash flow information:

Cash paid for interest during period                              $ 899,524       $1,101,426         $ 297,324          $ 367,840
                                                            ================ ================  ================  =================
</TABLE>




                             See accompanying notes.



                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)


1.  Interim financial statements:

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


2.  Organization and partnership matters:

ATEL Cash Distribution Fund V, L.P. (the Partnership), was formed under the laws
of the State of California  on September 23, 1992,  for the purpose of acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the  aggregate  of $600 were  received  as of  October  6,  1992,  $100 of which
represented  the  General  Partner's  continuing  interest,  and  $500 of  which
represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of $1,200,000 and the receipt of the proceeds thereof on March 19, 1993,
the Partnership commenced operations.

The 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 &      September 30,
                                                2000           of Leases       Dispositions           2001
                                                ----           ---------      --------------          ----
<S>                                            <C>             <C>               <C>                 <C>
Net investment in operating leases             $32,786,220     $ (3,216,720)     $ (1,018,584)       $28,550,916
Net investment in direct financing leases       10,806,430       (1,318,649)         (804,021)         8,683,760
Net investment in leveraged leases               1,567,840           47,262          (545,819)         1,069,283
Residual value interests                           835,759                -                 -            835,759
Equipment held for sale or lease                   414,733                -          (179,713)           235,020
Initial direct costs, net of accumulated
   amortization of $1,396,983 in 2000 and
   $1,091,974 in 2001.                             633,694         (164,183)                -            469,511
Reserve for losses                              (2,224,816)               -                 -         (2,224,816)
                                           ---------------- ----------------  ----------------  -----------------
                                               $44,819,860     $ (4,652,290)     $ (2,548,137)      $ 37,619,433
                                           ================ ================  ================  =================
</TABLE>



                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)


3. Investments in leases (continued):

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

<TABLE>
<CAPTION>
                                December 31,             Dispositions & Reclassifications             September 30,
                                                         --------------------------------
                                    2000          1st Quarter      2nd Quarter       3rd Quarter           2001
                                    ----          -----------      -----------       -----------           ----
<S>                               <C>               <C>               <C>               <C>              <C>
Transportation                    $ 39,986,135      $(1,955,780)      $ (237,092)       $ (233,206)      $ 37,560,057
Construction                        11,811,563       $ (120,465)               -          (266,091)        11,425,007
Materials handling                   4,258,309         (518,682)        (611,472)          313,295          3,441,450
Furniture and fixtures               3,128,154                -          336,295          (336,294)         3,128,155
                              ----------------- ---------------- ----------------  ----------------  -----------------
                                    59,184,161       (2,594,927)        (512,269)         (522,296)        55,554,669
Less accumulated depreciation      (26,397,941)         780,775         (743,071)         (643,516)       (27,003,753)
                              ----------------- ---------------- ----------------  ----------------  -----------------
                                  $ 32,786,220      $(1,814,152)    $ (1,255,340)     $ (1,165,812)      $ 28,550,916
                              ================= ================ ================  ================  =================
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                                Direct
                                             Operating         Financing           Total
<S>                                            <C>                <C>              <C>
   Three months ending December 31, 2001       $1,372,446         $ 492,864        $ 1,865,310
           Year ending December 31, 2002        4,276,687         1,955,737          6,232,424
                                    2003        1,660,354           428,734          2,089,088
                                    2004          752,509           622,851          1,375,360
                                    2005          821,534           496,654          1,318,188
                              Thereafter        4,639,278         4,511,271          9,150,549
                                          ----------------  ----------------  -----------------
                                              $13,522,808        $8,508,111       $ 22,030,919
                                          ================  ================  =================
</TABLE>



                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)


3. Investments in leases (continued):

Direct financing leases:

The following  lists the  components of the  Partnership's  investment in direct
financing leases as of September 30, 2001.

Total minimum lease payments receivable                          $8,508,111
Estimated residual values of leased equipment (unguaranteed)      2,994,846
                                                            ----------------
Investment in direct financing leases                            11,502,957
Less unearned income                                             (2,819,197)
                                                            ----------------
Net investment in direct financing leases                        $8,683,760
                                                            ================


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.5% to 11.05%.

Future minimum principal  payments of non-recourse debt as of September 30, 2000
are as follows:

<TABLE>
<CAPTION>
                                             Principal         Interest            Total
<S>                                             <C>               <C>              <C>
    Three months ending December 31, 2001       $ 802,750         $ 221,788        $ 1,024,538
            Year ending December 31, 2002       2,725,049           694,127          3,419,176
                                     2003         709,048           553,832          1,262,880
                                     2004         453,006           513,642            966,648
                                     2005         481,214           485,263            966,477
                               Thereafter       7,294,956         2,432,093          9,727,049
                                          ----------------  ----------------  -----------------
                                              $12,466,023        $4,900,745       $ 17,366,768
                                          ================  ================  =================
</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
amounts  above  are  gross  amounts  incurred  by  the  General  Partner  and/or
affiliates,  including  commissions to  broker-dealers  for the sales of Limited
Partnership Units.




                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)

5.  Related party transactions (continued):

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

                                                  2001              2000
                                                  ----              ----
Equipment and incentive management fees            $ 379,368         $ 609,084
Cost reimbursements to General Partner               733,822           315,319
                                             ----------------  ----------------
                                                  $1,113,190         $ 924,403
                                             ================  ================


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

                               SEPTEMBER 30, 2001
                                   (Unaudited)


7.  Line of credit:

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

At September 30, 2001, the  Partnership  had $5,500,000 of borrowings  under the
line of credit.

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




                                       11
<PAGE>

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

Capital Resources and Liquidity

We currently have available adequate reserves to meet contingencies,  but in the
event  those  reserves  were  found to be  inadequate,  we would  likely be in a
position to borrow against our current portfolio to meet such  requirements.  We
envision no such requirements for operating purposes.

As of September 30, 2001,  we had borrowed  $58,317,911.  The  remaining  unpaid
balance  as of  that  date  was  $12,466,023.  Long-term  borrowings  are  to be
non-recourse  to us,  that is, the only  recourse  of the lender  will be to the
equipment or corresponding lease acquired or secured with the loan proceeds.  We
expect that aggregate  borrowings in the future will not exceed 40% of aggregate
equipment cost. In any event, the Agreement of Limited  Partnership  limits such
borrowings to 40% of the total cost of equipment, in aggregate.

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

We have made no commitments of capital, nor do we expect to make any, other than
for the  acquisition of additional  equipment.  As of September 30, 2001, we had
made no such commitments.

If inflation in the general  economy  becomes  significant,  it may affect us in
that the residual  (resale)  values and rates on re-leases of our leased  assets
may increase as the costs of similar assets increase.  However, the our 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 we 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.  Our leases  already in
place, for the most part, would not be affected by changes in interest rates.

In 2001 and in 2000, our most significant source of cash was lease rents.

Cash flows - 2001 vs. 2000:

In both 2001 and 2000,  our primary source of operating cash flows was operating
lease rents. Our operating lease rents decreased by $2,860,452 (39%) as a result
of asset sales over the last year.

In 2001 and 2000 our largest  source of cash from  investing  activities was the
proceeds  from sales of lease  assets.  In both  years,  lease rents from direct
financing lease  transactions also provided a significant  amount of cash flows.
In 2001, we received  payments on notes  receivable from a former lessee,  which
also provided a significant amount of cash.

In 2001, our only financing  source of cash flows was borrowings  under the line
of credit.  There were no sources if cash from financing activities in 2000. The
amounts of cash we have used for repayments of non-recourse  debt have decreased
as a result  of  scheduled  debt  payments.  Our  distributions  to the  Limited
Partners did not change significantly.

Results of operations - 2001 vs. 2000:

In 2001,  our  operations  resulted in net income of $355,809 for the nine month
period  and a net  loss of  $363,187  for  the  three  month  period.  In  2000,
operations  resulted in net income of $1,849,057 for the nine month period and a
net loss of $162,959 for the three month period.



                                       12
<PAGE>

Operating leases are our primary source of revenues. These revenues decreased by
$2,860,452  (39%) compared to 2000. The decrease  resulted from asset sales over
the last year.  Depreciation  expense is directly related to our operating lease
assets and has also decreased compared to 2000 as a result of these asset sales.
Management fees are based on our revenues and our  distributions  to the Limited
Partners.  As a result of the decrease in our lease  revenues,  management  fees
have declined compared to 2000. Our debt balances have been reduced by scheduled
debt payments.  This has resulted in a decrease of $202,709 in interest  expense
compared to 2000.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Schwegmann's Giant Supermarkets:

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

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

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

Pegasus Gold Corporation:

On January 16, 1998, Pegasus Gold Corporation filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The initial meeting of creditors  established by
the U.S. Trustee's Office was held on March 9, 1998. The lessee's lease with the
Partnership had previously  been leveraged on a non-recourse  basis with The CIT
Group/Equipment Financing, Inc. ("CIT"), and all lease receivables 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 lessee,  reorganized under the name Apollo Gold 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.

                                       13
<PAGE>

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

Quaker Coal Company:

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

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

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

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
on October 8, 2001. The results of the vote have not yet been made public.

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

Republic Transportation Finance, Inc.:

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


Item 2. Changes In Securities.

         Inapplicable.



                                       14
<PAGE>

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

   (a)Documents filed as a part of this report

   1.  Financial Statements
       Included in Part I of this report:

          Balance Sheets, September 30, 2001 and December 31, 2000.

          Income statements for the nine and three month periods ended September
          30, 2001 and 2000.

          Statement  of changes in  partners'  capital for the nine months ended
          September 30, 2001.

          Statements  of cash flows for the nine and three month  periods  ended
          September 30, 2001 and 2000.

          Notes to the Financial Statements

   2.  Financial Statement Schedules

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


   (b) Report on Form 8-K
       None


                                       15
<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:
November 12, 2001

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



            By: ATEL Financial Corporation
                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
                                  Managing Member and Principal
                                  financial officer of registrant




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