Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                  |X|     Quarterly Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934.
                          For the quarterly period ended June 30, 1997

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

                         Commission File Number 0-23842

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

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

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

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



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

                                    Yes |X|
                                     No |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 1997 AND DECEMBER 31, 1996
                                   (Unaudited)


                                     ASSETS

                                                   1997              1996
                                                   ----              ----
Cash and cash equivalents                         $2,044,370        $1,917,349

Accounts receivable                                1,848,662         2,889,713

Other assets                                               -            10,000

Investments in leases                            115,658,775       125,729,656
                                            ----------------- -----------------
                                                $119,551,807      $130,546,718
                                            ================= =================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                $43,028,407       $41,496,203

Line of credit                                     3,200,000         9,921,190

Accounts payable
     Equipment purchases                             311,100           464,604
     General partner                                 225,994           295,705
     Other                                           290,945           284,929

Accrued interest expense                             226,372           232,808

Unearned lease income                                925,898         1,305,596
                                            ----------------- -----------------
Total liabilities                                 48,208,716        54,001,035

Partners' capital:
     General partner                                  67,771            51,087
     Limited partners                             71,275,320        76,494,596
                                            ----------------- -----------------
Total partners' capital                           71,343,091        76,545,683
                                            ----------------- -----------------
Total liabilities and partners' capital         $119,551,807      $130,546,718
                                            ================= =================

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1997 AND 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Six Months                         Three Months
                                                              Ended June 30,                      Ended June 30,
                                                           1997             1996              1997              1996
Revenues:
Leasing activities:
<S>                                                       <C>              <C>                <C>               <C>       
   Operating lease revenues                               $10,117,592      $10,361,774        $5,018,125        $5,313,241
   Direct financing leases                                  1,445,544        1,557,439           713,103           744,458
   Leveraged leases                                            80,747           87,877            40,374            45,257
   Gain (loss) on sales of assets                             187,102          137,301           113,685              (744)
Interest income                                                21,541           21,955             9,665             7,409
Other                                                           3,903           16,030             1,676             2,767
                                                     ----------------- ---------------- ----------------- -----------------
                                                           11,856,429       12,182,376         5,896,628         6,112,388
Expenses:
Depreciation and amortization                               6,843,581        7,943,833         3,205,850         4,083,337
Interest                                                    1,885,260        1,924,366           964,380         1,079,810
Equipment and incentive management fees                       821,758          862,692           422,385           449,818
Administrative cost reimbursements                            171,615          201,113            81,179           126,571
Other                                                         302,003          125,702           181,166            94,103
Provision for losses                                          118,564          121,824            58,966            61,124
Professional fees                                              45,244           84,003            32,902            45,600
                                                     ----------------- ---------------- ----------------- -----------------
                                                           10,188,025       11,263,533         4,946,828         5,940,363
                                                     ----------------- ---------------- ----------------- -----------------
Net income                                                 $1,668,404         $918,843          $949,800          $172,025
                                                     ================= ================ ================= =================
Net income:
     General partner                                          $16,684           $9,188            $9,498            $1,720
     Limited partners                                       1,651,720          909,655           940,302           170,305
                                                     ----------------- ---------------- ----------------- -----------------
                                                           $1,668,404         $918,843          $949,800          $172,025
                                                     ================= ================ ================= =================
Weighted average number of units
   outstanding                                             12,497,000       12,498,425        12,497,000        12,498,300
Net income per limited partnership unit                         $0.13            $0.07             $0.08             $0.01
</TABLE>



                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                      SIX MONTH PERIOD ENDED JUNE 30, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Limited Partners      General
                                                          Units            Amount           Partners           Total
<S>                                                        <C>             <C>                   <C>           <C>        
Balance December 31, 1996                                  12,497,000      $76,494,596           $51,087       $76,545,683
Distributions to limited partners                                           (6,870,996)                -        (6,870,996)
Net income                                                                   1,651,720            16,684         1,668,404
                                                     ----------------- ---------------- ----------------- -----------------
Balance June 30, 1997                                      12,497,000      $71,275,320           $67,771       $71,343,091
                                                     ================= ================ ================= =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1997 AND 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                Six Months                         Three Months
                                                              Ended June 30,                      Ended June 30,
                                                           1997             1996              1997              1996

Operating activities:
<S>                                                        <C>               <C>               <C>              <C>     
Net income                                                 $1,668,404         $918,843          $949,800          $172,025
Adjustments to reconcile net income
   to net cash provided by operations
   Depreciation and amortization                            6,843,581        7,943,833         3,205,850         4,083,337
   Gain on sales of assets                                   (187,102)        (137,301)         (113,685)              744
   Provision for losses                                       118,564          121,824            58,966            61,124
Changes in operating assets and liabilities:
      Accounts receivable                                   1,041,051         (955,612)          138,016        (1,276,854)
      Other assets                                             10,000                -            10,000                 -
      Accounts payable, general partner                       (69,711)        (712,576)           85,814           (29,059)
      Accounts payable, other                                   6,016         (186,952)             1,281          376,632
      Accrued interest expense                                 (6,436)        (104,855)           21,051           398,418
      Deposits due to lessees                                       -         (503,273)                -          (271,655)
      Unearned lease income                                  (379,698)        (135,618)         (262,397)          (17,816)
                                                     ----------------- ---------------- ----------------- -----------------

Net cash provided by operating activities                   9,044,669        6,248,313         4,094,696         3,496,896
                                                     ----------------- ---------------- ----------------- -----------------

Investing activities:
Purchase of equipment on operating leases                    (153,504)     (17,083,662)          (20,604)         (904,027)
Purchase of equipment on direct financing
   leases                                                     (33,022)      (1,340,315)                -        (1,340,315)
Proceeds from sales of assets                               1,095,544          247,488           686,962            21,724
Reduction in net investment in direct
   financing leases                                         2,112,748        2,537,419         1,444,275         2,266,945
Reduction in net investment in leveraged
   leases                                                     120,568          141,317             4,946            14,003
Payments of initial direct costs to General
   Partner                                                          -         (138,021)                -           (15,467)
                                                     ----------------- ---------------- ----------------- -----------------
Net cash (used in) provided by investing
   activities                                               3,142,334      (15,635,774)        2,115,579            42,863
                                                     ----------------- ---------------- ----------------- -----------------
</TABLE>

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1997 AND 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                Six Months                         Three Months
                                                              Ended June 30,                      Ended June 30,
                                                           1997             1996              1997              1996
<S>                                                        <C>             <C>                <C>               <C>     
Financing activities:
Borrowings on line of credit                                        -       18,096,000                 -                 -
Repayment of line of credit                                (6,721,190)     (24,701,207)       (4,000,000)       (7,516,760)
Proceeds of non-recourse debt                               5,092,723       24,314,091         3,971,358         6,345,924
Repayment of non-recourse debt                             (3,560,519)      (3,240,160)       (1,830,364)          966,876
Limited partnership units repurchased                               -           (1,219)                -            (1,219)
Distributions to limited partners                          (6,870,996)      (6,799,979)       (3,435,685)       (3,435,628)
                                                     ----------------- ---------------- ----------------- -----------------
Net cash from (used in) financing activities              (12,059,982)       7,667,526        (5,294,691)       (3,640,807)
                                                     ----------------- ---------------- ----------------- -----------------

Net (decrease) increase in cash and
   cash equivalents                                           127,021       (1,719,935)          915,584          (101,048)
Cash at beginning of period                                 1,917,349        2,401,318         1,128,786           782,431
                                                     ----------------- ---------------- ----------------- -----------------
Cash at end of period                                      $2,044,370         $681,383        $2,044,370          $681,383
                                                     ================= ================ ================= =================

Supplemental disclosure of cash flow
   information:
Cash paid during the period for interest                   $1,891,696       $2,029,221          $964,380          $953,047
                                                     ================= ================ ================= =================

Leveraged lease assets reclassified to
   operating lease assets                                    $902,362
                                                     =================        

Operating lease assets reclassified to direct
   financing lease assets                                                   $2,025,000
                                                                       ================

Operating lease assets reclassified to assets
   held or sale or lease                                      $76,858         $285,164           $21,040          $279,248
                                                     ================= ================ ================= =================
</TABLE>
                             See accompanying notes.



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2.  Organization and partnership matters:

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

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of $1,200,000 and the receipt of the proceeds thereof on March 19, 1993,
the Partnership commenced operations.  The Fund or the General Partner on behalf
of the Fund, will incur costs in connection with the organization,  registration
and  issuance  of the Units.  The amount of such costs to be born by the Fund is
limited by certain provisions in the Agreement of Limited Partnership.

As of  November  15,  1994,  the  Partnership  had  received  subscriptions  for
12,500,000 Limited  Partnership Units  ($125,000,000) in addition to the Initial
Limited  Partners'  50  Units.  Of  those  Units,  12,497,000  were  issued  and
outstanding as of June 30, 1997.

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

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


3. Investment in leases:

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

<TABLE>
<CAPTION>
                                                                         Depreciation
                                                                         Expense or         Reclass-
                                    December 31,                        Amortization      ifications &        June 30,
                                        1996            Additions         of Leases       Dispositions          1997
                                        ----            ---------         ---------     - -------------         ----
<S>                                    <C>                   <C>           <C>                 <C>            <C>         
Net investment in operating
   leases                               $87,312,105                        ($6,360,354)          ($6,131)      $80,945,620
Net investment in direct
   financing leases                      30,648,362           $33,022       (2,112,748)                -        28,568,636
Net investment in leveraged
   leases                                 4,312,287                 -         (120,568)       (1,107,375)        3,084,344
Residual interests                          835,760                 -                -                 -           835,760
Reserve for losses                         (498,298)         (118,564)               -                 -          (616,862)
Assets held for sale or lease               154,758                 -           (2,809)          205,064           357,013
Initial direct costs, net of
   accumulated amortization
   of $2,539,725 in 1997 and
   $2,189,959 in 1996                     2,964,682                 -         (480,418)                -         2,484,264
                                  ------------------ ----------------- ---------------- ----------------- -----------------
                                       $125,729,656          ($85,542)     ($9,076,897)        ($908,442)     $115,658,775
                                  ================== ================= ================ ================= =================
</TABLE>

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1996,
acquisitions and dispositions  during the quarters ended March 31, 1997 and June
30, 1997 and as of June 30, 1997.

<TABLE>
<CAPTION>
                                                                        Acquisitions, Reclassifications
                                                       December 31,             & Dispositions                June 30,
                                                           1996          1st Quarter      2nd Quarter           1997
                                                           ----          -----------      -----------           ----
<S>                                                       <C>              <C>               <C>               <C>        
Transportation                                            $41,681,813         $695,137         ($796,499)      $41,580,451
Construction                                               24,075,113                -                 -        24,075,113
Materials handling                                         18,057,102         (157,462)                -        17,899,640
Mining                                                     15,164,692                -                 -        15,164,692
Furniture and fixtures                                      7,109,796                -                 -         7,109,796
Manufacturing                                               3,475,585                -                 -         3,475,585
Office automation                                           2,378,155           (3,736)                -         2,374,419
Printing                                                    2,325,000                -                 -         2,325,000
Food processing                                             1,826,162                -                 -         1,826,162
Other                                                         283,412                -          (283,412)                -
                                                     ----------------- ---------------- ----------------- -----------------
                                                          116,376,830          533,939        (1,079,911)      115,830,858
Less accumulated depreciation                             (29,064,725)      (3,106,208)       (2,714,305)      (34,885,238)
                                                     ----------------- ---------------- ----------------- -----------------
                                                          $87,312,105      ($2,572,269)      ($3,794,216)      $80,945,620
                                                     ================= ================ ================= =================
</TABLE>

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


3. Investments in leases (continued):

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

At June 30, 1997, the aggregate  amounts of future minimum lease payments are as
follows:

               Year ending       Direct
              December 31,     Financing         Operating          Total
                     1997        $4,615,732       $8,095,526       $12,711,258
                     1998         5,486,797       13,137,199        18,623,996
                     1999         4,956,960        8,863,376        13,820,336
                     2000         3,752,251        5,786,660         9,538,911
                     2001         3,008,977        3,940,291         6,949,268
               Thereafter         9,283,834        9,061,351        18,345,185
                           ----------------- ---------------- -----------------
                                $31,104,551      $48,884,403       $79,988,954
                           ================= ================ =================


4.  Non-recourse debt:

Notes  payable  to  financial  institutions  are  due  in  varying  monthly  and
semi-annual  installments  of principal and  interest.  The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.5% to 10.74%.

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

               Year ending
               December 31,     Principal         Interest           Total
                     1997        $4,500,071       $1,636,343        $6,136,414
                     1998         9,355,769        2,741,237        12,097,006
                     1999         7,348,292        2,035,620         9,383,912
                     2000         5,562,189        1,482,702         7,044,891
                     2001         4,458,364        1,052,839         5,511,203
               Thereafter        11,803,722        4,709,263        16,512,985
                           ----------------- ---------------- -----------------
                                $43,028,407      $13,658,004       $56,686,411
                           ================= ================ =================






<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


5.  Related party transactions:

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

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

                                                    1997              1996
                                                    ----              ----
Equipment  and incentive management fees            $821,758          $862,692

Reimbursement of administrative costs                171,615           201,113

Acquisition  fees equal to 3.5% of the 
equipment  purchase price, for evaluating
and  selecting  equipment to be acquired 
(not to exceed  approximately  4.75% of
Gross Proceeds, included in investments 
in leases in the balance sheet)                            -           138,021
                                            ----------------- -----------------
                                                    $993,373        $1,201,826
                                            ================= =================

The amounts  above are gross  amounts  incurred by the  General  Partner  and/or
affiliates,  including  commissions to  broker-dealers  for the sales of Limited
Partnership Units.


6. Partner's capital:

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

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

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

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

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



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


6. Partner's capital (continued):

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

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

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

     Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1997.  The  agreement  includes an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

At June 30, 1997, the Partnership had $3,200,000 of borrowings under the line of
credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
1997.


8.  Commitments:

As of June 30, 1997, the  Partnership  had  outstanding  commitments to purchase
lease equipment totaling approximately $1,793,000.




<PAGE>

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

Capital Resources and Liquidity

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

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

As of June 30, 1997, the  Partnership  had borrowed  $56,593,183.  The remaining
unpaid balance at that date was  $43,028,407.  Borrowings are to be non-recourse
to the Partnership, that is, the only recourse of the lender is to the equipment
or corresponding  lease acquired or secured with the loan proceeds.  The General
Partner  expects that aggregate  borrowings in the future will be  approximately
40% of  aggregate  equipment  cost.  In any  event,  the  Agreement  of  Limited
Partnership  limits such  borrowings to 40% of the total cost of  equipment,  in
aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional  equipment.  As of June 30, 1997, such commitments
totaled approximately $1,793,000.

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

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


Cash flows

For both the three and six month  periods  in 1996 and 1997,  the  Partnership's
primary source of cash flows from operations was rents from operating leases.

In 1997 and 1996, the largest source of cash from investing activities (for both
the three and six month  periods) was rents from direct  financing  leases which
were accounted for as reductions in the net  investment in such leases.  In 1997
proceeds from asset sales were also  significant for both the three month period
($686,962) and for the six month period ($1,095,544).

In 1997, the  Partnership's  only source of cash from  financing  activities was
proceeds  from  non-recourse  debt.  The debt proceeds were used to pay down the
line of credit. For the six month period in 1996,  proceeds of non-recourse debt
and borrowings under the line of credit were the  Partnership's  only sources of
cash  flows  from  financing  activities.  For the three  month  period in 1996,
proceeds from non-recourse  debt was the Partnership's  only financing source of
cash flows.


Results of operations

The Partnership's  revenues did not change  significantly from 1996 to 1997. The
primary  source of revenues is operating  leases and is expected to remain so in
future periods.  As leases reach their scheduled  terminations,  the Partnership
expects to either sell the assets or to re-lease them.  Revenues from succeeding
leases are usually  lower than the  amounts  received  on earlier  leases.  As a
result,  lease rents are expected to decline in future  periods until all of the
assets are sold.

Depreciation is the  Partnership's  largest  expense and is related  directly to
operating lease assets and revenues. It is expected to decline in future periods
along with operating lease revenues. Other expenses did not change significantly
from 1996 to 1997.



<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

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 Statements

                       Included in Part I of this report:

                       Balance Sheets, June 30, 1997 and December 31, 1996.

                       Statements  of  operations  for the six and  three  month
                       periods ended June 30, 1997 and 1996.

                       Statement  of changes in  partners'  capital  for the six
                       months ended June 30, 1997.

                       Statements  of cash  flows  for the six and  three  month
                       periods ended June 30, 1997 and 1996.

                       Notes to the Financial Statements.

                    2. Financial Statement Schedules

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

                  (b)  Report on Form 8-K

                       None

<PAGE>

                                   SIGNATURES


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

Date:
August 14, 1997

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



                              By: ATEL Financial Corporation
                                  General Partner of Registrant




                                         By:   /s/   A. J. BATT
                                              ----------------------------------
                                              A. J. Batt
                                              President and Chief Executive 
                                              Officer of General Partner




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




                              By:   /s/ F. RANDALL BIGONY
                                  -------------------------------------
                                  F. Randall Bigony
                                  Principal financial officer of registrant




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