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, 1999

                |_|    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, 1999 AND DECEMBER 31, 1998
                                   (Unaudited)


                                     ASSETS

                                                 1999              1998
                                                 ----              ----
Cash and cash equivalents                        $6,493,324         $8,872,945

Accounts receivable                               1,741,123          2,050,366

Other receivables, net of allowance for
   doubtful accounts of $100,605 in 1999
   and 1998                                       1,484,791            995,175

Investments in leases                            66,872,814         74,753,369
                                           ----------------- ------------------
                                                $76,592,052        $86,671,855
                                           ================= ==================




                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                               $25,610,675        $29,331,123

Line of credit                                            -          1,000,000

Accounts payable
     Other                                          407,150            348,769
     General partner                                 63,338            217,385
     Equipment purchases                                  -            178,200

Accrued interest expense                             87,846            104,179

Unearned lease income                               675,028            871,146
                                           ----------------- ------------------
Total liabilities                                26,844,037         32,050,802

Partners' capital:
     General partner                                144,100            117,833
     Limited partners                            49,603,915         54,503,220
                                           ----------------- ------------------
Total partners' capital                          49,748,015         54,621,053
                                           ----------------- ------------------
Total liabilities and partners' capital         $76,592,052        $86,671,855
                                           ================= ==================

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Six Months                         Three Months
                                                     Ended June 30,                      Ended June 30,
                                                     --------------                      --------------
                                                 1999             1998              1999              1998
                                                 ----             ----              ----              ----
Revenues:
<S>                                              <C>             <C>                 <C>              <C>
Leasing activities:
   Operating lease revenues                      $7,251,926      $ 9,449,991       $ 3,429,672        $ 4,673,753
   Direct financing leases                          914,047        1,104,112           448,733            459,662
   Leveraged leases                                  49,879           54,884            24,940             27,442
   Gain (loss) on sales of assets                   492,104          127,835           (40,971)            50,746
Interest income                                     147,177            9,438            77,646              3,539
Other                                                (7,369)          12,539            (9,827)             2,720
                                            ---------------- ---------------- ----------------- ------------------
                                                  8,847,764       10,758,799         3,930,193          5,217,862
Expenses:
Depreciation and amortization                     4,190,952        6,045,676         1,954,965          2,944,249
Interest                                          1,091,068        1,461,401           524,389            690,702
Equipment and incentive management fees             585,207          640,998           273,526            236,671
Other                                               177,239          281,587           179,371            145,094
Administrative cost reimbursements                  144,740          230,082           101,338            110,571
Professional fees                                    31,856           28,136            20,813             15,503
Provision for losses                                      -           55,409                 -                  -
                                            ---------------- ---------------- ----------------- ------------------
                                                  6,221,062        8,743,289         3,054,402          4,142,790
                                            ---------------- ---------------- ----------------- ------------------
Net income                                       $2,626,702      $ 2,015,510         $ 875,791        $ 1,075,072
                                            ================ ================ ================= ==================
Net income:
     General partner                               $ 26,267         $ 20,155           $ 8,758           $ 10,751
     Limited partners                             2,600,435        1,995,355           867,033          1,064,321
                                            ---------------- ---------------- ----------------- ------------------
                                                 $2,626,702      $ 2,015,510         $ 875,791        $ 1,075,072
                                            ================ ================ ================= ==================
Weighted average number of units
   outstanding                                   12,497,000       12,497,000        12,497,000         12,497,000
Net income per limited partnership unit               $0.21            $0.16             $0.07              $0.09
</TABLE>



                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 Limited Partners      General
                                      Units           Amount           Partners            Total
<S>                                   <C>             <C>                 <C>             <C>
Balance December 31, 1998             12,497,000      $54,503,220         $ 117,833       $ 54,621,053
Distributions to limited partners                      (7,499,740)                -         (7,499,740)
Net income                                              2,600,435            26,267          2,626,702
                                 ---------------- ---------------- ----------------- ------------------
Balance June 30, 1999                 12,497,000      $49,603,915         $ 144,100       $ 49,748,015
                                 ================ ================ ================= ==================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1999 AND 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Six Months                        Three Months
                                                               Ended June 30,                     Ended June 30,
                                                           1999             1998              1999              1998

Operating activities:
<S>                                                        <C>             <C>                 <C>              <C>
Net income                                                 $2,626,702      $ 2,015,510         $ 875,791        $ 1,075,072
Adjustments to reconcile net income
   to net cash provided by operations
   Leveraged lease income                                     (49,879)         (54,884)          (24,940)           (27,442)
   Depreciation and amortization                            4,190,952        6,045,676         1,954,965          2,944,249
   (Gain) loss on sales of assets                            (492,104)        (127,835)           40,971            (50,746)
   Provision for losses                                             -           55,409                 -                  -
Changes in operating assets and liabilities:
      Accounts receivable                                     309,243          148,471           (94,392)            31,195
      Accounts payable, general partner                      (154,047)        (313,955)         (244,608)          (313,747)
      Accounts payable, other                                  58,381           25,286          (312,421)           (13,415)
      Accrued interest expense                                (16,333)         (30,668)           (7,565)           (15,813)
      Unearned lease income                                  (196,118)        (138,711)         (144,233)           (93,240)
                                                      ---------------- ---------------- ----------------- ------------------

Net cash provided by operating activities                   6,276,797        7,624,299         2,043,568          3,536,113
                                                      ---------------- ---------------- ----------------- ------------------

Investing activities:
Proceeds from sales of assets                               2,742,607        2,603,881         1,075,296          2,059,521
Reduction in net investment in direct
   financing leases                                         1,165,792        1,065,530           618,631            293,994
Payments received on notes receivable                        (489,616)         200,048          (489,616)           182,214
Reduction in net investment in leveraged
   leases                                                     323,187          195,613            42,468             42,468
Purchase of equipment on operating leases                    (178,200)          12,148           (89,952)            12,148
                                                      ---------------- ---------------- ----------------- ------------------
Net cash provided by investing
   activities                                               3,563,770        4,077,220         1,156,827          2,590,345
                                                      ---------------- ---------------- ----------------- ------------------
</TABLE>


                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                 Six Months                        Three Months
                                                               Ended June 30,                     Ended June 30,
                                                           1999             1998              1999              1998
<S>                                                        <C>             <C>                 <C>              <C>
Financing activities:
Distributions to limited partners                          (7,499,740)      (7,354,230)       (3,750,349)        (3,749,506)
Repayment of non-recourse debt                             (3,720,448)      (4,878,782)       (1,705,543)        (2,478,304)
Repayment of line of credit                                (1,000,000)               -                 -                  -
Borrowings on line of credit                                        -          500,000                 -            500,000
                                                      ---------------- ---------------- ----------------- ------------------
Net cash used in financing activities                     (12,220,188)     (11,733,012)       (5,455,892)        (5,727,810)
                                                      ---------------- ---------------- ----------------- ------------------

Net (decrease) increase in cash and
   cash equivalents                                        (2,379,621)         (31,493)       (2,255,497)           398,648
Cash at beginning of period                                 8,872,945          733,263         8,748,821            303,122
                                                      ---------------- ---------------- ----------------- ------------------
Cash at end of period                                      $6,493,324        $ 701,770       $ 6,493,324          $ 701,770
                                                      ================ ================ ================= ==================

Supplemental disclosure of cash flow
   information:
Cash paid during the period for interest                   $1,107,401      $ 2,029,221         $ 524,389          $ 690,702
                                                      ================ ================ ================= ==================
</TABLE>

                             See accompanying notes.



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1999
                                   (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.

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


3. Investment in leases:

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

<TABLE>
<CAPTION>
                                                                         Depreciation
                                                                         Expense or         Reclass-
                                                       December 31,     Amortization      ifications &        June 30,
                                                           1998           of Leases       Dispositions          1999
                                                           ----           ---------     - -------------         ----
<S>                                                       <C>              <C>               <C>               <C>
Net investment in operating leases                        $54,308,897      $(3,952,865)      $(2,072,693)       $48,283,339
Net investment in direct financing leases                  17,631,304       (1,165,792)         (472,061)        15,993,451
Net investment in leveraged leases                          2,628,378         (273,308)                -          2,355,070
Residual interests                                            835,759                -                 -            835,759
Reserve for losses                                         (2,254,809)               -                 -         (2,254,809)
Assets held for sale or lease                                 217,819                -           294,251            512,070
Initial direct costs, net of accumulated
   amortization of $2,268,110 in 1998 and
   $1,976,326 in 1999                                       1,386,021         (238,087)                -          1,147,934
                                                    ------------------ ---------------- ----------------- ------------------
                                                          $74,753,369      $(5,630,052)      $(2,250,503)      $ 66,872,814
                                                    ================== ================ ================= ==================
</TABLE>



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1999
                                   (Unaudited)


3. Investments in leases (continued):


The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1998,
acquisitions and dispositions  during the quarters ended March 31, 1999 and June
30, 1999 and as of June 30, 1999.

<TABLE>
<CAPTION>
                                               Acquisitions, Reclassifications
                              December 31,             & Dispositions                June 30,
                                  1998          1st Quarter      2nd Quarter           1999
                                  ----          -----------      -----------           ----

<S>                              <C>              <C>               <C>               <C>
Construction                     $24,075,113                                          $ 24,075,113
Transportation                    26,801,502      $(4,661,144)       $ (913,505)        21,226,853
Materials handling                15,467,931         (109,970)                -         15,357,961
Mining                            12,841,705       (2,192,914)                -         10,648,791
Furniture and fixtures             5,977,981                -                 -          5,977,981
Manufacturing                      3,297,262                -                 -          3,297,262
Printing                           2,325,000                -                 -          2,325,000
Office automation                  1,919,479         (254,815)         (635,340)         1,029,324
Food processing                    1,826,162                -                 -          1,826,162
Other                                278,396                -                 -            278,396
                             ---------------- ---------------- ----------------- ------------------
                                  94,810,531       (7,218,843)       (1,548,845)        86,042,843
Less accumulated depreciation    (40,501,634)       3,579,789          (837,659)       (37,759,504)
                             ---------------- ---------------- ----------------- ------------------
                                 $54,308,897      $(3,639,054)      $(2,386,504)      $ 48,283,339
                             ================ ================ ================= ==================
</TABLE>

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

At June 30, 1999, the aggregate  amounts of future minimum lease payments are as
follows:

          Year ending       Direct
          ecember 31,      Financing        Operating          Total
                 1999        $1,831,554      $ 6,334,303       $ 8,165,857
                 2000         3,734,568        6,282,979        10,017,547
                 2001         3,114,032        4,415,532         7,529,564
                 2002         2,766,273        2,576,802         5,343,075
                 2003           909,334          759,539         1,668,873
           Thereafter         5,630,777        4,175,056         9,805,833
                        ---------------- ---------------- -----------------
                            $17,986,538      $24,544,211      $ 42,530,749
                        ================ ================ =================





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1999
                                   (Unaudited)


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
6.33% to 10.53%.

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

              Year ending
             December 31,      Principal        Interest           Total
                     1999        $3,501,101      $ 1,222,237       $ 4,723,338
                     2000         5,674,659        1,501,917         7,176,576
                     2001         4,580,202        1,063,299         5,643,501
                     2002         2,916,489          700,203         3,616,692
                     2003           709,048          553,832         1,262,880
               Thereafter         8,229,176        3,430,997        11,660,173
                            ---------------- ---------------- -----------------
                                $25,610,675      $ 8,472,485      $ 34,083,160
                            ================ ================ =================


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:
                                                1999              1998
                                                ----              ----
Equipment  and incentive management fees         $ 585,207          $ 640,998

Reimbursement of administrative costs              144,740            230,082
                                          ----------------- ------------------
                                                  $729,947           $871,080
                                          ================= ==================


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1999
                                   (Unaudited)


6. Partner's capital:

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

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

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

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

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

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

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

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

     Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $95,000,000 revolving credit agreement with a group of financial
institutions  which  expires on January  31,  2000.  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, 1999, the Partnership had no 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,
1999.




<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, 1999, the  Partnership  had borrowed  $58,317,911.  The remaining
unpaid balance at that date was  $25,610,675.  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, 1998, there were no such
commitments.

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 1999 and 1998,  the  Partnership's
primary source of cash flows from operations was rents from operating leases.

In 1999 and 1998, the most significant source of cash from investing  activities
in both the six and three month periods was proceeds from sales of lease assets.
Rents from direct  financing  leases were also significant in both the three and
six month periods.

In 1999, there were no sources of cash from financing activities.  Distributions
to the Limited  Partners  was the primary  financing  use of cash and it did not
change  significantly  from the prior year. Cash used to repay non-recourse debt
has decreased as a result of scheduled debt reductions. In 1998, the only source
of cash from financing activities was $500,000 borrowed on the line of credit in
the second quarter.



<PAGE>

Results of operations

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.   Operating  lease  revenues  declined  by  $2,198,065  (from
$9,449,991 in 1998 to $7,251,926) for the six month periods and $1,244,081 (from
$4,673,753 in 1998 to $3,429,672 in 1999) for the three month periods.

Depreciation is the  Partnership's  largest  expense and is related  directly to
operating  lease assets and revenues.  Depreciation  also decreased for both the
three and six month periods as a result of these lease terminations.

In 1998,  sales of assets  resulted in gains  ($127,835 for the six month period
and $50,746 for the three month  period)  compared to a gain of $492,104 for the
six month period and a loss of $40,971 for the three month period.

Interest  expense has  declined  for both the six and three  month  periods as a
result  of  decreased  total  debt  balances  compared  to 1998 as a  result  of
scheduled debt payments.

Management fees are related to lease revenues  (equipment  management  fees) and
the  amounts of cash  generated  from  operations  which is  distributed  to the
limited partners  (incentive  management fees). Lease revenues declined compared
to 1998 as noted above.  More of the  distributions to the limited partners came
from the  proceeds of asset sales (on which no  management  fees are being paid)
rather  than  from  cash  generated  from  operations.  These  gave  rise to the
decreases in management fees compared to 1998.





<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, 1999 and December 31, 1998.

                        Statements  of  operations  for the six and three  month
                        periods ended June 30, 1999 and 1998.

                        Statement  of changes in  partners'  capital for the six
                        months ended June 30, 1999.

                        Statements  of cash  flows for the six and  three  month
                        periods ended June 30, 1999 and 1998.

                        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 13, 1999

                       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/ PARITOSH K. CHOKSI
              -------------------------------------
              Paritosh K. Choksi
              Principal financial officer of registrant




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