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 March 31, 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 March 31, 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, March 31, 2004.

          Income Statements for the three month periods ended March 31, 2004 and
          2003.

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

          Statements  of Cash Flows for the three month  periods ended March 31,
          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. Unregistered Sales of Equity 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

                                 MARCH 31, 2004
                                   (Unaudited)


                                     ASSETS


Cash and cash equivalents                                             $ 893,004

Accounts receivable, net of allowance for doubtful
   accounts of $97,285                                                  243,924

Investments in leases                                                12,038,749
                                                               -----------------
Total assets                                                        $13,175,677
                                                               =================

                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                     $ 345,420

Accounts payable:
   General Partner                                                       71,787
   Other                                                                 78,420
Accrued interest expense                                                  1,970
Unearned operating lease income                                          27,329
                                                               -----------------
Total liabilities                                                       524,926
Partners' capital:
     General Partner                                                    193,889
     Limited Partners                                                12,456,862
                                                               -----------------
Total partners' capital                                              12,650,751
                                                               -----------------
Total liabilities and partners' capital                             $13,175,677
                                                               =================






                             See accompanying notes.



                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2004 AND 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
Revenues:                                                         2004               2003
Leasing activities:
<S>                                                                 <C>               <C>
   Operating leases                                                 $ 625,110         $ 595,244
   Direct financing leases                                             46,481            88,185
   Leveraged leases                                                         -             2,356
   Gain on sales of assets                                              8,825            64,135
Interest income                                                         3,988             6,943
Other                                                                     916             1,003
                                                           ------------------- -----------------
                                                                      685,320           757,866
Expenses:
Depreciation of operating lease assets                                306,081           387,992
Cost reimbursements to General Partner                                160,140           147,440
Other management fees                                                  48,280            11,900
Railcar maintenance                                                    43,804           156,255
Equipment and incentive management fees to General Partner             31,643            32,496
Professional fees                                                      27,854            20,632
Interest expense                                                       21,865             9,633
(Recovery of) provision for doubtful accounts                          (2,000)           10,000
Amortization of initial direct costs                                    1,286             8,909
Impairment losses                                                           -           543,426
Other                                                                  31,618            64,799
                                                           ------------------- -----------------
                                                                      670,571         1,393,482
                                                           ------------------- -----------------
Net income (loss)                                                    $ 14,749        $ (635,616)
                                                           =================== =================

Net income (loss):
   General Partner                                                      $ 147          $ (6,356)
   Limited Partners                                                    14,602          (629,260)
                                                           ------------------- -----------------
                                                                     $ 14,749        $ (635,616)
                                                           =================== =================

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

                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2003
                                   AND FOR THE
                               THREE MONTH PERIOD
                              ENDED MARCH 31, 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 income                                       -            14,602                 147            14,749
                                  ----------------- ----------------- ------------------- -----------------
Balance March 31, 2004                  12,471,600       $12,456,862           $ 193,889       $12,650,751
                                  ================= ================= =================== =================
</TABLE>





                             See accompanying notes.



                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2004 AND 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                    2004               2003
Operating activities:
<S>                                                                                 <C>                <C>
Net income (loss)                                                                      $ 14,749        $ (635,616)
Adjustment to reconcile net income (loss) to net cash provided by operating
   activities:
   Impairment losses                                                                          -           543,426
   Depreciation of operating lease assets                                               306,081           387,992
   Amortization of initial direct costs                                                   1,286             8,909
   (Recovery of) provision for doubtful accounts                                         (2,000)           10,000
   Gain on sales of lease assets                                                         (8,825)          (64,135)
   Leveraged lease income                                                                     -            (2,356)
   Changes in operating assets and liabilities:
      Accounts receivable                                                               136,796          (121,256)
      Accounts payable, General Partner                                                (100,165)          (93,908)
      Accounts payable, other                                                           (88,206)          (12,519)
      Accrued interest expense                                                             (591)           (1,036)
      Unearned operating lease income                                                     3,790               448
                                                                             ------------------- -----------------
Net cash provided by operating activities                                               262,915            19,949
                                                                             ------------------- -----------------

Investing activities:
Reduction of net investment in direct financing leases                                  141,018           108,032
Proceeds from sales of lease assets                                                      41,462           150,549
Reduction of net investment in leveraged leases                                               -            46,368
                                                                             ------------------- -----------------
Net cash provided by investing activities                                               182,480           304,949
                                                                             ------------------- -----------------

Financing activities:
Distributions to Limited Partners                                                    (1,875,000)       (1,875,004)
Repayments of non-recourse debt                                                        (118,194)         (174,084)
                                                                             ------------------- -----------------
Net cash used in financing activities                                                (1,993,194)       (2,049,088)
                                                                             ------------------- -----------------

Net decrease in cash and cash equivalents                                            (1,547,799)       (1,724,190)

Cash and cash equivalents at beginning of period                                      2,440,803         3,806,560
                                                                             ------------------- -----------------
Cash and cash equivalents at end of period                                            $ 893,004        $2,082,370
                                                                             =================== =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                               $ 22,456          $ 10,669
                                                                             =================== =================
</TABLE>



                             See accompanying notes.




                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 three months ended March 31, 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
shall 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

                                 MARCH 31, 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                          Balance
                                                          December 31,    Direct Financing  Reclassifications      March 31,
                                                              2003             Leases         & Dispositions          2004

<S>                                                         <C>                 <C>                  <C>             <C>
Net investment in operating leases                          $ 11,027,461        $ (306,081)          $ (49,233)      $10,672,147
Net investment in direct financing lease                         644,651          (141,018)                  -           503,633
Assets held for sale or lease, net of accumulated
   depreciation of $694,260 in 2004 and $719,138
   in 2003                                                       836,940                 -              16,596           853,536
Initial direct costs, net of accumulated amortization
of $217,041 in 2004 and $215,755 in 2003                          10,719            (1,286)                  -             9,433
                                                        ----------------- ----------------- ------------------- -----------------
                                                            $ 12,519,771        $ (448,385)          $ (32,637)      $12,038,749
                                                        ================= ================= =================== =================
</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 month periods ended March 31:

                                              2004              2003
Depreciation of operating lease assets         $ 306,081         $ 387,992
Impairment losses                                      -           543,426
                                        ----------------- -----------------
                                               $ 306,081         $ 931,418
                                        ================= =================



                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2004
                                   (Unaudited)


3.  Investment in leases (continued):

Property subject to operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                                                 Balance
                                December 31,      Depreciation    Reclassifications      March 31,
                                    2003            Expense         & Dispositions          2004

<S>                               <C>                 <C>                 <C>              <C>
Transportation                    $ 22,978,415               $ -          $ (174,553)      $22,803,862
Manufacturing                        1,470,000                 -                   -         1,470,000
Construction                         1,578,088                 -                   -         1,578,088
Materials handling                      35,624                 -                   -            35,624
                              ----------------- ----------------- ------------------- -----------------
                                    26,062,127                 -            (174,553)       25,887,574
Less accumulated depreciation      (15,034,666)         (306,081)            125,320       (15,215,427)
                              ----------------- ----------------- ------------------- -----------------
                                  $ 11,027,461        $ (306,081)          $ (49,233)      $10,672,147
                              ================= ================= =================== =================
</TABLE>

Direct financing leases:

As of March 31, 2004,  investment in direct  financing leases consists of mining
equipment. The following lists the components of the Partnership's investment in
direct financing leases as of March 31, 2004:

Total minimum lease payments receivable                               $ 562,500
Estimated residual values of leased equipment (unguaranteed)                401
                                                             -------------------
Investment in direct financing leases                                   562,901
Less unearned income                                                    (59,268)
                                                             -------------------
Net investment in direct financing leases                             $ 503,633
                                                             ===================

At March 31, 2004, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                             Direct
                                        Operating          Financing
                                          Leases             Leases             Total

<S>                                        <C>                  <C>              <C>
 Nine months ending December 31, 2004      $1,272,753           $ 562,500        $1,835,253
        Year ending December 31, 2005       1,357,606                   -         1,357,606
                                 2006       1,103,704                   -         1,103,704
                                 2007         840,382                   -           840,382
                                 2008         840,382                   -           840,382
                           Thereafter       1,190,541                   -         1,190,541
                                     ----------------- ------------------- -----------------
                                           $6,605,368           $ 562,500        $7,167,868
                                     ================= =================== =================
</TABLE>

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




                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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
5.5% to 7.1%. The notes mature from 2004 through 2006.

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

<TABLE>
<CAPTION>
                                       Principal           Interest            Total

<S>                                        <C>                  <C>              <C>
Nine months ending December 31, 2004       $ 169,214            $ 13,169         $ 182,383
       Year ending December 31, 2005         162,167               7,301           169,468
                                2006          14,039                  83            14,122
                                    ----------------- ------------------- -----------------
                                           $ 345,420            $ 20,553         $ 365,973
                                    ================= =================== =================
</TABLE>


5.  Related party transactions:

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

The 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

                                 MARCH 31, 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 three  month  periods  ended  March 31,  2004 and 2003,  AFS  and/or
affiliates earned fees, commissions and reimbursements,  pursuant to the Limited
Partnership Agreement, as follows:

                                                    2004           2003
Costs reimbursed to AFS                             $ 160,140     $ 147,440
Equipment and incentive management fees to AFS         31,643        32,496
                                                -------------- -------------
                                                    $ 191,783     $ 179,936
                                                ============== =============


6.  Line of credit:

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
$61,400,000 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
March 31, 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
March 31, 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                          26,500,000
                                                                  --------------
Total borrowings under the acquisition facility                      26,500,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                         -
                                                                  --------------
Total outstanding balance                                          $ 26,500,000
                                                                  ==============

Total available under the line of credit                           $ 61,400,000
Total outstanding balance                                           (26,500,000)
                                                                  --------------
Remaining availability                                             $ 34,900,000
                                                                  ==============

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.






                                       11
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2004
                                   (Unaudited)


7.  Partners' Capital:

As  of  March  31,  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:

                                                         Three Months
                                                        Ended March 31,
                                                    2004               2003
Distributions                                   $1,875,000         $ 1,875,004
Weighted average number of Units outstanding    12,471,600           12,471,600
Weighted average distributions per Unit             $ 0.15              $ 0.15



                                       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

During the first quarters of 2004 and 2003, the  Partnership's  primary activity
was engaging in equipment leasing activities.  During those same periods in 2004
and 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
$61,400,000 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
March 31, 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
March 31, 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                          26,500,000
                                                                  --------------
Total borrowings under the acquisition facility                      26,500,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                         -
                                                                  --------------
Total outstanding balance                                          $ 26,500,000
                                                                  ==============

Total available under the line of credit                           $ 61,400,000
Total outstanding balance                                           (26,500,000)
                                                                  --------------
Remaining availability                                             $ 34,900,000
                                                                  ==============

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  anticipates reinvesting a portion of lease payments from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest),  the payment of management and acquisition  fees to AFS and providing
for cash distributions to the Limited Partners.

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. AFS envisions no such requirements for operating purposes.



                                       13
<PAGE>

Through  March  31,  2004,  the  Partnership  had  borrowed   $58,317,911  on  a
non-recourse basis with remaining unpaid balances of $345,420. 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.  AFS 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.

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 the first  quarters of 2004 and 2003,  the  Partnership's  primary  operating
source of cash was revenues  from  operating  leases.  Overall,  lease  revenues
declined as a result of reduced gains recognized on sales of assets as described
below.  Operating lease revenues increased by $29,866,  primarily as a result of
reclassifications  of lease  assets  over the last year.  The  reclassifications
occurred  as a result of the  renewal  of  leases  that had been  classified  as
leveraged leases.  The renewals were classified as operating leases. The effects
of these  reclassifications  were  partially  offset by sales of assets over the
same period.

In the first quarter of 2004,  the primary  source of cash flows from  investing
activities  was direct  finance lease rents.  In the first quarter of 2003,  the
Partnership's  primary  source  of cash  flows  from  investing  activities  was
proceeds from sales of lease assets. 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.

In the first quarters of 2004 and 2003, the single largest financing use of cash
was  distributions to Limited  Partners.  The amount of such  distributions  was
virtually  unchanged.  The  Partnership is in the final stage of its liquidation
and is making distributions on an annual basis. The distributions are being paid
out each  January  based on the  cash  flows  generated  in the  previous  year.
Distributions  are no longer  expected to be consistent from one year to another
as the cash flows  generated in future  periods will be dependent on asset sales
and other  factors  which are not expected to be  consistent  from one period to
another.  As a result of scheduled debt  payments,  certain notes have been paid
off. This led to an overall  reduction in the amounts of cash used to repay debt
in the current period compared to the same period in 2003.

Results of operations

First quarter operations  resulted in net income of $14,749 in 2004, compared to
a net loss of $635,616 in 2003.

Operating  lease  revenues  increased  slightly in 2004  compared  to 2003.  The
increase resulted  primarily from the  reclassification  of certain assets which
had  previously  been on  leveraged  leases as noted  above.  The effects of the
reclassifications  of those assets were  partially  offset by sales of operating
lease assets during the last year.

Sales of lease  assets  decreased in the first  quarter of 2004  compared to the
same period in 2003.  Gains  recognized on these sales decreased from $64,135 in
2003 to $8,825 in 2004.  Sales of assets are not expected to be consistent  from
one period to another  as such sales do not occur at regular  intervals  nor are
they for consistent amounts.

Depreciation  expense has decreased from $387,992 in 2003 to $306,081 in 2004 as
a result of sales of operating lease assets over the last year.

During  the  first  quarter  of 2003,  the  Partnership  incurred  $156,255  for
maintenance on rail cars. In 2004, the amount of such  maintenance  was $43,804.
In 2003,  approximately  $117,000  of the total was  incurred  in order to place
certain rail cars on a new lease. The remaining  amounts in 2003  (approximately
$39,000)  related to  ongoing,  recurring  maintenance  of rail cars  already on
lease. That amount is comparable to the $43,804 incurred in 2004.



                                       14
<PAGE>

Management  periodically reviews the carrying values of its assets on leases and
assets held for lease or sale. As a result of that review, 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
is 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
currently command.  Management  recorded a provision for the decline in value of
those  assets in the amount of $539,000  for the quarter  ended March 31,  2003.
There were no similar charges 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.

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.

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.



                                       15
<PAGE>

       PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2. Changes In Securities.

         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.

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:
May 11, 2004

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



                     By: ATEL Financial Services LLC
                         General Partner of Registrant




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




  By: /s/ Paritosh K. Choksi
      ------------------------------------
      Paritosh K. Choksi
      Principal Financial Officer
      of Registrant




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



                                       17
<PAGE>