Form 10-QSB
                       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
                June 30, 2004

            |_| 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.)

     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 an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

State issuer's revenues for its most recent fiscal year: $3,019,440.

The number of Limited  Partnership  Units  outstanding  as of June 30,  2004 was
12,471,600.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

  Index


Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Balance Sheet, June 30, 2004.

Income  Statements  for the six and three month  periods ended June 30, 2004 and
2003.

Statements of Changes in Partners'  Capital for the year ended December 31, 2003
and for the six month period ended June 30, 2004.

Statements of Cash Flows for the six and three month periods ended June 30, 2004
and 2003.

Notes to the Financial Statements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

Part II. Other Information

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits




                                       2
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).


                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                  BALANCE SHEET

                                  JUNE 30, 2004
                                   (Unaudited)


                                     ASSETS


Cash and cash equivalents                                         $ 5,151,200

Accounts receivable, net of allowance for doubtful accounts
   of $108,285                                                        205,636

Investments in leases                                              12,109,118
                                                              ----------------
Total assets                                                      $17,465,954
                                                              ================

                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                 $ 4,433,751

Accounts payable:
   General Partner                                                     71,818
   Other                                                              355,528
Accrued interest expense                                               11,463
Unearned operating lease income                                        59,835
                                                              ----------------
Total liabilities                                                   4,932,395
Partners' capital:
     General Partner                                                  192,718
     Limited Partners                                              12,340,841
                                                              ----------------
Total partners' capital                                            12,533,559
                                                              ----------------
Total liabilities and partners' capital                           $17,465,954
                                                              ================






                             See accompanying notes.


                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Six Months                        Three Months
                                                      Ended June 30,                     Ended June 30,
Revenues:                                         2004              2003             2004             2003
                                                  ----              ----             ----             ----
Leasing activities:
<S>                                                <C>               <C>                <C>              <C>
   Operating leases                              $ 1,374,884       $ 1,381,010        $ 749,774        $ 785,766
   Direct financing leases                            80,368           166,586           33,887           78,401
   Gain (loss) on sales of assets                      3,736            93,987           (5,089)          29,852
   Leverage leases                                         -             2,356                -                -
Interest income                                        6,497            12,844            2,509            5,901
Other                                                  1,019            10,299              103            9,296
                                            ----------------- ----------------- ---------------- ----------------
                                                   1,466,504         1,667,082          781,184          909,216
Expenses:
Depreciation of operating lease assets               604,616           738,686          298,535          350,693
Cost reimbursements to General Partner               278,773           357,723          118,633          210,283
Remarketing fees                                     250,000                 -          250,000                -
Railcar maintenance                                  134,393           276,029           90,589          119,774
Other management fees                                 85,465            44,725           37,185           32,825
Equipment and incentive management fees
  to General Partner                                  62,912            64,041           31,269           31,545
Professional fees                                     40,958            63,001           13,104           42,369
Interest expense                                      36,671            16,921           14,806            7,288
Amortization of initial direct costs                   2,573            14,570            1,287            5,662
Provision for doubtful accounts                        3,393            40,000            5,393           30,000
Other                                                 69,193           178,915           37,575          114,116
Impairment losses                                          -           543,426                -                -
                                            ----------------- ----------------- ---------------- ----------------
                                                   1,568,947         2,338,037          898,376          944,555
                                            ----------------- ----------------- ---------------- ----------------
Net loss                                          $ (102,443)       $ (670,955)      $ (117,192)       $ (35,339)
                                            ================= ================= ================ ================

Net loss:
   General Partner                                  $ (1,024)         $ (6,710)        $ (1,172)          $ (353)
   Limited Partners                                 (101,419)         (664,245)        (116,020)         (34,986)
                                            ----------------- ----------------- ---------------- ----------------
                                                  $ (102,443)       $ (670,955)      $ (117,192)       $ (35,339)
                                            ================= ================= ================ ================

Net loss per Limited Partnership Unit                 ($0.01)           ($0.05)          ($0.01)          ($0.00)
Weighted average number of Units outstanding      12,471,600        12,471,600       12,471,600       12,471,600
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2003
                          AND FOR THE SIX MONTH PERIOD
                               ENDED JUNE 30, 2004
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                    Limited Partners      General
                                       Units             Amount           Partner           Total
<S>                                     <C>              <C>                <C>            <C>
Balance December 31, 2002               12,471,600       $18,662,098        $ 202,907      $18,865,005

Distributions to Limited Partners                -        (3,437,499)               -       (3,437,499)
Net loss                                         -          (907,339)          (9,165)        (916,504)
                                  ----------------- ----------------- ---------------- ----------------
Balance December 31, 2003               12,471,600        14,317,260          193,742       14,511,002

Distributions to limited partners                -        (1,875,000)               -       (1,875,000)
Net loss                                         -          (101,419)          (1,024)        (102,443)
                                  ----------------- ----------------- ---------------- ----------------
Balance June 30, 2004                   12,471,600       $12,340,841        $ 192,718      $12,533,559
                                  ================= ================= ================ ================
</TABLE>










                             See accompanying notes.


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Six Months                        Three Months
                                                                      Ended June 30,                     Ended June 30,
                                                                      --------------                     --------------
                                                                  2004              2003             2004             2003
                                                                  ----              ----             ----             ----
Operating activities:
<S>                                                               <C>               <C>              <C>               <C>
Net loss                                                          $ (102,443)       $ (670,955)      $ (117,192)       $ (35,339)
Adjustment to reconcile net loss to
   cash provided by operating activities:
   (Gain) loss on sales of lease assets                               (3,736)          (93,987)           5,089          (29,852)
   Leveraged lease income                                                  -            (2,356)               -                -
   Depreciation of operating lease assets                            604,616           738,686          298,535          350,693
   Provision for doubtful accounts                                     3,393            40,000            5,393           30,000
   Amortization of initial direct costs                                2,573            14,570            1,287            5,662
   Impairment losses                                                       -           543,426                -                -
   Changes in operating assets and liabilities:
      Accounts receivable                                            169,691          (234,228)          32,895         (112,972)
      Accounts payable, General Partner                             (100,134)          (62,363)              31           31,545
      Accounts payable, other                                        188,902            38,380          277,108           50,899
      Accrued interest expense                                         8,902            (1,243)           9,493             (207)
      Unearned operating lease income                                 36,296            46,460           32,506           46,012
                                                            ----------------- ----------------- ---------------- ----------------
Net cash provided by operating activities                            808,060           356,390          545,145          336,441
                                                            ----------------- ----------------- ---------------- ----------------

Investing activities:
Investments in operating leases                                     (742,281)                -         (742,281)               -
Reduction of net investment in direct
  financing leases                                                   295,031           217,131          154,013          109,099
Proceeds from sales of lease assets                                  254,450           358,877          212,988          208,328
Reduction of net investment in leveraged leases                            -            46,368                -                -
                                                            ----------------- ----------------- ---------------- ----------------
Net cash (used in) provided by investing activities                 (192,800)          622,376         (375,280)         317,427
                                                            ----------------- ----------------- ---------------- ----------------

Financing activities:
Proceeds of non-recourse debt                                      4,180,667                 -        4,180,667                -
Distributions to Limited Partners                                 (1,875,000)       (3,437,499)               -       (1,562,495)
Repayments of non-recourse debt                                     (210,530)         (268,546)         (92,336)         (94,462)
                                                            ----------------- ----------------- ---------------- ----------------
Net cash provided by (used in) financing activities                2,095,137        (3,706,045)       4,088,331       (1,656,957)
                                                            ----------------- ----------------- ---------------- ----------------

Net increase (decrease) in cash and
  cash equivalents                                                 2,710,397        (2,727,279)       4,258,196       (1,003,089)
Cash and cash equivalents at
  beginning of period                                              2,440,803         3,806,560          893,004        2,082,370
                                                            ----------------- ----------------- ---------------- ----------------

Cash and cash equivalents at
  end of period                                                  $ 5,151,200       $ 1,079,281      $ 5,151,200      $ 1,079,281
                                                            ================= ================= ================ ================
Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                            $ 27,769          $ 16,921          $ 5,313          $ 6,252
                                                            ================= ================= ================ ================
</TABLE>

                             See accompanying notes.


                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


1. 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-QSB and Article
10 of Regulation S-X. The unaudited  interim  financial  statements  reflect all
adjustments  which are, in the opinion of the General  Partner,  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.  The
preparation of financial  statements in accordance with GAAP requires management
to make estimates and assumptions  that effect reported amounts in the financial
statements and accompanying notes.  Therefore,  actual results could differ from
those  estimates.  Operating  results for the six and three month  periods ended
June 30, 2004 are not necessarily  indicative of the results for the year ending
December 31, 2004.

These unaudited interim financial  statements should be read in conjunction with
the financial  statements and notes thereto contained in the report on Form 10-K
for the year ended  December 31, 2003,  filed with the  Securities  and Exchange
Commission.

2. Organization and partnership matters:

ATEL Cash  Distribution Fund V, L.P. (the Partnership) was formed under the laws
of the state of California  on September 23, 1992,  for the purpose of acquiring
equipment to engage in equipment leasing and sales  activities.  The Partnership
may continue until December 31, 2013.

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

The Partnership  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.

ATEL Financial  Services,  LLC (AFS), an affiliated entity,  acts as the General
Partner of the Partnership.

Certain  prior year balances  have been  reclassified  to conform to the current
period presentation.

The  Partnership  is in the  final  stage  of  its  liquidation  and  is  making
distributions on an annual basis.



                                       7
<PAGE>

                      ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                              Depreciation /
                                                                              Amortization
                                                                                 Expense or
                                              Balance                          Amortization of     Reclass-          Balance
                                           December 31,                       Direct Financing    ifications        June 30,
                                               2003            Additions           Leases       & Dispositions        2004
                                               ----            ---------           ------       --------------        ----
<S>                                           <C>                  <C>              <C>              <C>             <C>
Net investment in operating leases            $ 11,027,461         $ 742,281        $ (604,616)      $ (184,020)     $10,981,106
Net investment in direct financing
   lease                                           644,651                 -          (295,031)               -          349,620
Assets held for sale or lease, net
   of accumulated depreciation of
   $140,204 in 2004 and $719,138
   in 2003                                         836,940                 -                 -          (66,694)         770,246
Initial direct costs, net of
   accumulated amortization of
   $218,328 in 2004 and $215,755 in
   2003                                             10,719                 -            (2,573)               -            8,146
                                         ------------------ ----------------- ----------------- ---------------- ----------------
                                              $ 12,519,771         $ 742,281        $ (902,220)      $ (250,714)     $12,109,118
                                         ================== ================= ================= ================ ================
</TABLE>

Management  periodically reviews the carrying values of its assets on leases and
assets  held for lease or sale.  As a result of the review  for the three  month
period ended March 31, 2003,  management determined that the value of a fleet of
jumbo  covered  hopper  rail cars had  declined  in value to the extent that the
carrying  values had become  impaired.  This decline was the result of decreased
long-term demand for these types of assets and a corresponding  reduction in the
amounts of rental payments that these assets  commanded.  Management  recorded a
provision  for the  declines in value of those  assets in the amount of $539,000
for the three  months ended March 31, 2003.  There were no such  impairments  in
2004.

The  provision  of $539,000  recorded  for the three months ended March 31, 2003
corrected for an  understatement  of the  provision  recorded for the year ended
December 31, 2002 related to jumbo  covered  hopper rail cars.  The  Partnership
does not  believe  that this amount is material to the period in which it should
have been  recorded,  nor that it is  material  to the  Partnership's  operating
results for the year ending  December 31, 2003 or three months  ending March 31,
2003. The effect of the additional  provision recorded in the three months ended
March 31, 2003 was to increase the loss in the three months ended March 31, 2003
by $0.04 per Unit.

Impairment losses are recorded as an addition to accumulated depreciation of the
impaired assets.  Depreciation expense and impairment losses on property subject
to operating  leases and assets held for lease or sale consist of the  following
for the three and six month periods ended June 30:

<TABLE>
<CAPTION>
                                                    Six Months                       Three Months
                                                  Ended June 30,                     Ended June 30,
                                                  --------------                     --------------
                                              2004              2003             2004             2003
                                              ----              ----             ----             ----
<S>                                            <C>               <C>              <C>              <C>
Depreciation of operating lease assets         $ 604,616         $ 738,686        $ 298,535        $ 350,693
Impairment losses                                      -           543,426                -                -
                                        ----------------- ----------------- ---------------- ----------------
                                               $ 604,616       $ 1,282,112        $ 298,535        $ 350,693
                                        ================= ================= ================ ================
</TABLE>



                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)

3. Investment in leases (continued):

Net investment in operating leases:

Property subject to operating leases consists of the following:

<TABLE>
<CAPTION>
                                              Balance                                              Reclass-          Balance
                                           December 31,                         Depreciation      ifications        June 30,
                                               2003            Additions          Expense       & Dispositions        2004
                                               ----            ---------          -------       --------------        ----
<S>                                           <C>                  <C>                     <C>       <C>             <C>
Transportation                                $ 22,978,415         $ 742,281               $ -       $ (522,529)     $23,198,167
Manufacturing                                    1,470,000                 -                 -                         1,470,000
Materials handling                                  35,624                 -                 -              400           36,024
Construction                                     1,578,088                 -                 -       (1,578,088)               -
                                         ------------------ ----------------- ----------------- ---------------- ----------------
                                                26,062,127           742,281                 -       (2,100,217)      24,704,191
Less accumulated depreciation                  (15,034,666)                -          (604,616)       1,916,197      (13,723,085)
                                         ------------------ ----------------- ----------------- ---------------- ----------------
                                              $ 11,027,461         $ 742,281        $ (604,616)      $ (184,020)     $10,981,106
                                         ================== ================= ================= ================ ================
</TABLE>

Net investment in direct financing leases:

As of June 30, 2004,  net  investment  in direct  financing  leases  consists of
mining  equipment.  The  following  lists the  components  of the  Company's net
investment in direct financing leases as of June 30, 2004:

Total minimum lease payments receivable                          $ 375,000
Estimated residual values of leased equipment (unguaranteed)             1
                                                                -----------
Investment in direct financing leases                              375,001
Less unearned income                                               (25,381)
                                                                -----------
Net investment in direct financing leases                        $ 349,620
                                                                ===========

At June 30, 2004, the aggregate  amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                           Direct
                                        Operating         Financing
                                          Leases           Leases            Total
<S>                                       <C>                <C>            <C>
 Six months ending December 31, 2004        $ 899,019        $ 375,000      $ 1,274,019
       Year ending December 31, 2005        1,691,658                -        1,691,658
                                2006        1,437,541                -        1,437,541
                                2007        1,124,629                -        1,124,629
                                2008        1,108,099                -        1,108,099
                                2009        1,108,099                -        1,108,099
                          Thereafter          483,698                -          483,698
                                     ----------------- ---------------- ----------------
                                          $ 7,852,743        $ 375,000      $ 8,227,743
                                     ================= ================ ================
</TABLE>

All of the property on leases was acquired in 1993,  1994,  1995, 1996, 1997 and
2004.



                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


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
5.048% to 7.1%.

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

<TABLE>
<CAPTION>
                                       Principal         Interest           Total
<S>                                      <C>                <C>            <C>
Six months ending December 31, 2004        $ 327,042        $ 103,057        $ 430,099
      Year ending December 31, 2005          756,709          193,024          949,733
                               2006          705,716          152,625          858,341
                               2007          727,412          116,807          844,219
                               2008          764,994           79,226          844,220
                               2009          804,517           39,702          844,219
                         Thereafter          347,361            4,396          351,757
                                    ----------------- ---------------- ----------------
                                         $ 4,433,751        $ 688,837      $ 5,122,588
                                    ================= ================ ================
</TABLE>


5.  Related party transactions:

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

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

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



                                       10
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


5. Related party transactions (continued):

AFS  is  entitled  to  receive  incentive  management  fees  (computed  as 5% of
distributions  of cash from  operations,  as defined in the Limited  Partnership
Agreement) and equipment  management fees (computed as 5% of gross revenues from
operating  leases,  as defined in the Limited  Partnership  Agreement plus 2% of
gross  revenues from full payout leases,  as defined in the Limited  Partnership
Agreement).

During the six months  ended June 30, 2004 and 2003,  AFS and/or its  affiliates
earned fees, commissions and reimbursements, pursuant to the Limited Partnership
Agreement, as follows:

<TABLE>
<CAPTION>
                                                                        Six Months                        Three Months
                                                                      Ended June 30,                     Ended June 30,
                                                                      --------------                     --------------
                                                                  2004              2003             2004             2003
                                                                  ----              ----             ----             ----
<S>                                                                <C>               <C>              <C>              <C>
Costs reimbursed to AFS                                            $ 278,773         $ 357,723        $ 118,633        $ 210,283

Equipment and incentive management fees to AFS                        62,912            64,041           31,269           31,545
                                                            ----------------- ----------------- ---------------- ----------------
                                                                   $ 341,685         $ 421,764        $ 149,902        $ 241,828
                                                            ================= ================= ================ ================
</TABLE>


6.  Line of credit:

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
$61,945,455 revolving line of credit (comprised of an acquisition facility and a
warehouse facility) with a financial institution that includes certain financial
covenants.  As of December 31, 2003, the  Partnership  was no longer a qualified
borrower under the line of credit as the  Partnership's  equity had fallen below
the $15,000,000  minimum required in order to borrow.  The Partnership was still
contingently liable for any borrowings under the warehouse facility.  During the
quarter ended March 31, 2004, the facility was extended for an additional  year.
At the same time, the total  available  under the facility was increased.  As of
June 30, 2004, there were no borrowings  under the warehouse  facility by any of
the Partnership's affiliates. The line of credit expires on June 28, 2005. As of
June 30, 2004, borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition
   facility                                                      $            -
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility                18,000,000
                                                                ----------------
Total borrowings under the acquisition facility                      18,000,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                         -
                                                                ----------------
Total outstanding balance                                        $   18,000,000
                                                                ================

Total available under the line of credit                         $   61,945,455
Total outstanding balance                                           (18,000,000)
                                                                ----------------
Remaining availability                                           $   43,945,455
                                                                ================



                                       11
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)


6. Line of credit (continued):

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited liability companies, the Partnership and AFS.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
2004.


7.  Partners' Capital:

As of June 30, 2004, 12,471,600 Units ($124,716,000) were issued and outstanding
(including the 50 Units issued to the Initial Limited Partners).

The Partnership's Net Income, Net Losses, and Distributions,  as defined, are to
be allocated 99% to the Limited Partners and 1% to AFS.

Distributions to the Limited Partners were as follows:

<TABLE>
<CAPTION>
                                                     Six Months                        Three Months
                                                   Ended June 30,                     Ended June 30,
                                                   --------------                     --------------
                                               2004              2003             2004             2003
                                               ----              ----             ----             ----
<S>                                           <C>               <C>                      <C>      <C>
Distributions                                 $ 1,875,000       $ 3,437,499              $ -      $ 1,562,495
Weighted average number of Units outstanding   12,471,600        12,471,600       12,471,600       12,471,600
Weighted average distributions per Unit            $ 0.15            $ 0.28              $ -           $ 0.13
</TABLE>






                                       12
<PAGE>

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,"  and  elsewhere  in this Form
10-QSB, 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.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-QSB.  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-QSB or to reflect the occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

In 2004,  the  Partnership's  primary  source of cash was the  proceeds of a new
non-recourse note payable. In 2003, the Partnership's primary source of cash was
operating lease rents. The liquidity of the Partnership will vary in the future,
increasing  to the extent cash flows from leases and  proceeds  from asset sales
exceed  expenses,  and  decreasing  as  distributions  are  made to the  limited
partners and to the extent  expenses  exceed cash flows from leases and proceeds
from sales of assets.

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

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
$61,945,455 revolving line of credit (comprised of an acquisition facility and a
warehouse facility) with a financial institution that includes certain financial
covenants.  As of December 31, 2003, the  Partnership  was no longer a qualified
borrower under the line of credit as the  Partnership's  equity had fallen below
the $15,000,000  minimum required in order to borrow.  The Partnership was still
contingently liable for any borrowings under the warehouse facility.  During the
quarter ended March 31, 2004, the facility was extended for an additional  year.
At the same time, the total  available  under the facility was increased.  As of
June 30, 2004, there were no borrowings  under the warehouse  facility by any of
the Partnership's affiliates. The line of credit expires on June 28, 2005. As of
June 30, 2004, borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition
   facility                                                      $            -
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility                18,000,000
                                                                ----------------
Total borrowings under the acquisition facility                      18,000,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                         -
                                                                ----------------
Total outstanding balance                                        $   18,000,000
                                                                ================

Total available under the line of credit                         $   61,945,455
Total outstanding balance                                           (18,000,000)
                                                                ----------------
Remaining availability                                           $   43,945,455
                                                                ================

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited liability companies, the Partnership and AFS.

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

As of June 30, 2004, the Partnership had cumulatively  borrowed $62,498,578 on a
non-recourse basis with a remaining unpaid balance of $4,433,751. Borrowings are
to be generally  non-recourse to the Partnership,  that is, the only recourse of
the lender upon a default by the lessee on the  underlying  lease will be to the
equipment or  corresponding  lease acquired with the loan proceeds.  The General
Partner does not anticipate any future non-recourse borrowings.

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



                                       13
<PAGE>

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

Cash Flows

In 2004  and  2003,  the  Partnership's  primary  operating  source  of cash was
operating lease rents.  Operating lease revenues decreased by $6,126 for the six
month period and by $35,992 for the three month period, primarily as a result of
sales of operating lease assets over the last year.

Sources of cash from investing  activities in the three and six month periods in
2004 consisted of proceeds from sales of lease assets and direct financing lease
payments.  In 2003, there was also $46,368 provided by reductions of investments
in leveraged leases. Proceeds from the sales of lease assets are not expected to
be consistent from one period to another. Asset sales are made as leases expire,
as  purchasers  can be found and as the sales can be negotiated  and  completed.
Cash  flows  from  direct  financing  leases has  increased.  The single  direct
financing lease is nearing its maturity and as a result, a larger portion of the
gross lease  payment is accounted  for as a reduction of the net  investment  in
direct financing leases.

The largest  financing uses of cash were  distributions  to limited partners and
repayment of  non-recourse  debt for the six and three month  periods ended June
30. 2004.  During the three month period  ended June 30, 2004,  the  Partnership
borrowed  an  additional   $4,180,667  on  a  non-recourse  note  payable.   The
Partnership  entered into a long-term  lease renewal for certain rail car assets
in the second  quarter.  As the  Partnership is in its  liquidation  phase,  the
Partnership  borrowed on a non-recourse basis against the renewal rents in order
to be able to  distribute  the cash to the  limited  partners  in the near  term
rather than over a period of up to six years.  There were no similar  borrowings
in 2003.

Results of operations

In 2003,  operations resulted in a net loss of $670,955 for the six month period
and a net loss of  $35,399  for the  three  month  period.  In 2004,  operations
resulted in a net loss of $102,443 for the six month period and $117,192 for the
three  month  period.  The  Partnership's  primary  source  of  revenue  is from
operating  leases.  Operating lease revenues in 2004 were largely unchanged from
the same  periods  in 2003.  Direct  financing  lease  revenues  have  decreased
compared to the prior year. There is a single direct financing lease at June 30,
2004 and as it reaches  maturity,  a  decreasing  portion of the gross rents are
recognized as income.

Operating lease revenues (and the related  depreciation  expense) have decreased
as a result of sales of lease assets over the last year.  This decrease has been
partially offset (in the case of lease revenues) by lease renewals. The original
cost of assets on operating  leases has declined  from  $26,444,781  at June 30,
2003 to $24,704,191 at June 30, 2004.

During the second  quarter  of 2004,  the  Partnership  borrowed  an  additional
$4,180,667  on a  non-recourse  basis.  As a result  of the new  debt,  interest
expense  increased  for both the three and six month periods in 2004 compared to
the same periods in 2003.

In 2003,  there were charges to net income for  impairments  of operating  lease
assets in the amount of $543,426.  The charges  related to covered  grain hopper
cars on lease  to  various  lessees.  The  impairment  resulted  from  decreased
estimated cash flows expected to be generated by the assets over their remaining
lives. There were no similar charges in 2004.

Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

The Partnership,  like most other companies, is exposed to certain market risks,
including  primarily  changes in interest rates.  The  Partnership  believes its
exposure to other market risks including  foreign  currency  exchange rate risk,
commodity  risk and equity price risk are  insignificant  to both its  financial
position and results of operations.

In  general,  the  Partnership  manages its  exposure  to interest  rate risk by
obtaining  fixed rate debt. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment  streams under fixed rate
lease receivables.  The payments under the leases are assigned to the lenders in
satisfaction of the debt.  Furthermore,  the Partnership has  historically  been
able to maintain a stable  spread  between its cost of funds and lease yields in
both periods of rising and falling rates.




                                       14
<PAGE>

Item 4.  Controls and procedures.

Evaluation of disclosure controls and procedures

Under  the  supervision  and  with the  participation  of our  management  (ATEL
Financial  Services,  LLC as General  Partner of the  registrant,  including the
chief  executive  officer and chief  financial  officer),  an  evaluation of the
effectiveness  of the  design  and  operation  of the  Partnership's  disclosure
controls and procedures [as defined in Rules  240.13a-14(c) under the Securities
Exchange Act of 1934] was  performed  as of the date of this report.  Based upon
this  evaluation,  the chief executive  officer and the chief financial  officer
concluded that, as of the evaluation date, except as noted below, our disclosure
controls  and   procedures   were  effective  for  the  purposes  of  recording,
processing,  summarizing,  and  timely  reporting  information  required  to  be
disclosed by us in the reports that we file under the Securities Exchange Act of
1934;  and  that  such  information  is  accumulated  and  communicated  to  our
management in order to allow timely decisions regarding required disclosure.

As  disclosed in the Form 10-K for the year ended  December 31, 2003,  the chief
executive and chief financial  officer of the General Partner of the Partnership
had identified  certain enhanced  controls needed to facilitate a more effective
closing of the Partnership's  financial statements.  During the first quarter of
2004  and  since  the  end of the  quarter,  the  General  Partner  hired  a new
controller,  added additional accounting staff personnel,  and has instituted or
revised existing procedures in order to ensure that the Partnership's ability to
execute  internal  controls  in  accounting  and  reconciliation  in the closing
process is adequate in all respects. The General Partner will continue to review
its accounting  procedures and practices to determine  their  effectiveness  and
adequacy  and will take such  steps as deemed  necessary  in the  opinion of the
General  Partner's chief  executive and chief  financial  officers to ensure the
adequacy of the Partnership's accounting controls and procedures.

The General  Partner's chief executive  officer and chief financial officer have
determined that no weakness in financial and accounting  controls and procedures
had any material effect on the accuracy and  completeness  of the  Partnership's
financial reporting and disclosure included in this report.

Changes in internal controls

There have been no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect our disclosure controls and procedures
subsequent to the evaluation date nor were there any significant deficiencies or
material  weaknesses in our internal controls,  except as described in the prior
paragraphs.


       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, except as noted below.

Railroad Technology Corporation:

Railroad  Technology  Corporation  ("RTC")  was  engaged by the  Partnership  to
perform  remarketing of certain rail car assets. The dispute involves the amount
that is due under the contract and how that amount is to be determined.  RTC has
filed a claim for $1,131,254.  The General Partner believes that the amount owed
under the contract is  approximately  $250,000 and has recorded a liability  for
that amount in the financial statements of the Partnership as of June 30, 2004.

Item 2. Changes in Securities and Use of Proceeds

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.



                                       15
<PAGE>

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

(a) 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 inapplicable, and therefore have
been omitted.

       2. Other Exhibits

          31.1 Certification of Paritosh K. Choksi

          31.2 Certification of Dean L. Cash

          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


 (b) Report on Form 8-K

          None



                                       16
<PAGE>

                                   SIGNATURES


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

Date:
August 11, 2004

                       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
      Principal Financial Officer
      of Registrant




  By: /s/ Donald E.  Carpenter
      --------------------------
      Donald E. Carpenter
      Principal Accounting
      Officer of Registrant



                                       17
<PAGE>