Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  |X|     Quarterly Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934.
                          For the quarterly period ended March 31, 2001

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

                        Commission File Number 000-23842

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

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

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

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



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

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.


                                       2
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 2001 AND DECEMBER 31, 2000
                                   (Unaudited)


                                     ASSETS

                                               2001                2000
                                               ----                ----
Cash and cash equivalents                         $ 525,564        $1,571,943

Accounts receivable                               2,050,654         2,299,308

Notes receivable, net of allowance for
   doubtful account of $100,605
   in 2001 and 2000                               1,309,783         1,309,783

Investments in leases                            41,416,500        44,819,860
                                       --------------------- -----------------
Total assets                                   $ 45,302,501       $50,000,894
                                       ===================== =================

                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                               $14,475,591       $16,389,312

Line of credit                                    2,000,000         1,000,000

Accounts payable:
   Equipment purchases                                1,352             1,352
   General Partner                                  102,492            76,886
   Other                                            821,478           860,649
Accrued interest expense                             47,568            61,866
Unearned operating lease income                      79,271           194,253
                                       --------------------- -----------------
Total liabilities                                17,527,752        18,584,318
Partners' capital:
     General Partner                                187,715           186,646
     Limited Partners                            27,587,034        31,229,930
                                       --------------------- -----------------
Total partners' capital                          27,774,749        31,416,576
                                       --------------------- -----------------
Total liabilities and partners' capital        $ 45,302,501       $50,000,894
                                       ===================== =================

                             See accompanying notes.

                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                         2001                2000
                                                                  ----                ----
   Leasing activities:
<S>                                                                <C>                <C>
      Operating leases                                             $ 1,553,439        $2,811,074
      Direct financing leases                                          151,390           390,128
      Leveraged leases                                                  14,243             2,410
      Gain on sales of assets                                          282,187           150,078
Interest income                                                         13,691            39,164
Other                                                                    1,165             5,285
                                                          --------------------- -----------------
                                                                     2,016,115         3,398,139
Expenses:
Depreciation and amortization                                        1,183,416         1,679,517
Interest expense                                                       293,909           338,024
Cost reimbursements to General Partner                                 173,833            72,350
Equipment and incentive management fees to General Partner             102,492           115,923
Other                                                                   72,200            53,240
Professional fees                                                       71,736            20,978
Railcar maintenance                                                     11,610            94,576
                                                          --------------------- -----------------
                                                                     1,909,196         2,374,608
                                                          --------------------- -----------------
Net income                                                           $ 106,919        $1,023,531
                                                          ===================== =================

Net income:
   General Partner                                                     $ 1,069          $ 10,235
   Limited Partners                                                    105,850         1,013,296
                                                          --------------------- -----------------
                                                                     $ 106,919        $1,023,531
                                                          ===================== =================

Net income per Limited Partnership Unit                                 $ 0.01            $ 0.08
Weighted average number of Units outstanding                        12,497,000        12,497,000

</TABLE>
                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Limited Partners        General
                                       Units            Amount             Partner              Total
<S>                                     <C>             <C>                     <C>             <C>
Balance December 31, 2000               12,497,000      $31,229,930             $ 186,646       $31,416,576
Distributions to limited partners                        (3,748,746)                    -        (3,748,746)
Net income                                                  105,850                 1,069           106,919
                                  ----------------- ---------------- --------------------- -----------------
Balance March 31, 2001                  12,497,000      $27,587,034             $ 187,715       $27,774,749
                                  ================= ================ ===================== =================
</TABLE>

                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2001 AND 2000


<TABLE>
<CAPTION>
Operating activities:                                         2001                2000
                                                              ----                ----
<S>                                                              <C>              <C>
Net income                                                       $ 106,919        $1,023,531
Adjustment to reconcile net income to cash provided
   by operating activities:
   Depreciation and amortization                                 1,183,416         1,679,517
   Gain on sales of lease assets                                  (282,187)         (150,078)
   Leveraged lease income                                          (14,243)           (2,410)
   Changes in operating assets and liabilities:
      Accounts receivable                                          248,654           740,761
      Accounts payable, General Partner                             25,606            23,764
      Accounts payable, other                                      (39,171)           12,032
      Accrued interest expense                                     (14,298)          (10,002)
      Unearned operating lease income                             (114,982)         (143,669)
                                                      --------------------- -----------------
Net cash provided by operations                                  1,099,714         3,173,446
                                                      --------------------- -----------------

Investing activities:
Proceeds from sales of lease assets                              2,370,549         2,085,860
Reduction of net investment in direct financing leases             117,339           153,893
Reduction of net investment in leveraged leases                     28,486             4,820
                                                      --------------------- -----------------
Net cash provided by investing activities                        2,516,374         2,244,573
                                                      --------------------- -----------------

Financing activities:
Distributions to Limited Partners                               (3,748,746)       (3,747,991)
Repayments of non-recourse debt                                 (1,913,721)       (1,701,838)
Borrowings under line of credit                                  1,000,000                 -
                                                      --------------------- -----------------
Net cash used in financing activities                           (4,662,467)       (5,449,829)
                                                      --------------------- -----------------

Net decrease in cash and cash equivalents                       (1,046,379)          (31,810)

Cash and cash equivalents at beginning of period                 1,571,943         3,330,065
                                                      --------------------- -----------------
Cash and cash equivalents at end of period                       $ 525,564        $3,298,255
                                                      ===================== =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                         $ 308,207         $ 348,026
                                                      ===================== =================
</TABLE>






                             See accompanying notes.


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (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 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.


3.  Investment in leases:

The Partnership's investment in leases consists of the following:
<TABLE>
<CAPTION>
                                                             Depreciation
                                              Balance        Expense and                               Balance
                                            December 31,     Amortization     Reclassifications       March 31,
                                                2000          of Leases         & Dispositions           2001
                                                ----          ---------         --------------           ----
<S>                                           <C>              <C>                     <C>              <C>
Net investment in operating leases            $ 32,786,220     $ (1,114,777)           $ (699,375)      $30,972,068
Net investment in direct financing leases       10,806,430         (117,339)           (1,100,048)        9,589,043
Net investment in leveraged leases               1,567,840          (14,243)             (247,501)        1,306,096
Residual value interests                           835,759                -                     -           835,759
Assets held for sale or lease                      414,733                -               (41,438)          373,295
Reserve for losses                              (2,224,816)               -                     -        (2,224,816)
Initial direct costs, net of accumulated
   amortization of $1,396,983 in 2000 and
   $1,314,532 in 2001                              633,694          (68,639)                    -           565,055
                                          ----------------- ---------------- --------------------- -----------------
                                              $ 44,819,860     $ (1,314,998)         $ (2,088,362)      $41,416,500
                                          ================= ================ ===================== =================
</TABLE>



                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                                                  Balance
                                December 31,                      Reclassifications       March 31,
                                    2000         Depreciation       & Dispositions           2001
                                    ----         ------------       --------------           ----
<S>                                <C>             <C>                      <C>             <C>
Transportation                    $ 39,986,135                           $ (1,955,780)      $38,030,355
Construction                        11,811,563                               (120,465)       11,691,098
Materials handling                   4,258,309                               (518,682)        3,739,627
Manufacturing                        3,128,154                                      -         3,128,154
                              ----------------- ---------------- --------------------- -----------------
                                    59,184,161                             (2,594,927)       56,589,234
Less accumulated depreciation      (26,397,941)    $ (1,114,777)            1,895,552       (25,617,166)
                              ----------------- ---------------- --------------------- -----------------
                                  $ 32,786,220     $ (1,114,777)           $ (699,375)      $30,972,068
                              ================= ================ ===================== =================
</TABLE>

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

At March 31, 2001, the aggregate amounts of future minimum lease payments are as
follows:

                                              Direct
          Year ending      Operating        Financing
         December 31,        Leases           Leases              Total
         ------------        ------           ------              -----
                 2001         $3,925,388       $1,524,684           $ 5,450,072
                 2002          3,544,551        1,955,437             5,499,988
                 2003          1,722,093          428,734             2,150,827
                 2004            767,944          622,852             1,390,796
                 2005            821,534          496,654             1,318,188
           Thereafter          4,639,278        4,511,271             9,150,549
                        ----------------- ---------------- ---------------------
                            $ 15,420,788       $9,539,632          $ 24,960,420
                        ================= ================ =====================





                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (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
6.7% to 10.53%.

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

        Year ending
       December 31,      Principal         Interest             Total
       ------------      ---------         --------             -----
               2001         $2,812,319        $ 730,585           $ 3,542,904
               2002          2,725,049          694,127             3,419,176
               2003            709,048          553,832             1,262,880
               2004            453,005          513,642               966,647
               2005            481,214          485,263               966,477
         Thereafter          7,294,956        2,432,093             9,727,049
                      ----------------- ---------------- ---------------------
                          $ 14,475,591       $5,409,542          $ 19,885,133
                      ================= ================ =====================


5.  Related party transactions:

The terms of the Limited Partnership  Agreement 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 Limited Partnership Agreement allows for the reimbursement of costs incurred
by the  General  Partner in  providing  services  to the  Partnership.  Services
provided include Partnership accounting,  investor relations,  legal counsel and
lease and equipment  documentation.  The General  Partner 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 the General  Partner are  allocated  to the  Partnership  based upon
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 the General  Partner  record time  incurred in
performing services on behalf of all of the Partnerships serviced by the General
Partner. The General Partner 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.



                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


5.  Related party transactions (continued):

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

<TABLE>
<CAPTION>
                                                                                         2001                2000
                                                                                         ----                ----
<S>                                                                                         <C>               <C>
Costs reimbursed to General Partner                                                         $ 173,833         $ 72,350

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).                              102,492          115,923
                                                                                 --------------------- -----------------
                                                                                            $ 276,325         $ 188,273
                                                                                 ===================== =================
</TABLE>


6. Partner's capital:

As of March 31, 2001,  12,497,000 Units of Limited  Partnership (Units) interest
were  issued  and  outstanding  (including  the 50 Units  issued to the  initial
Limited Partners). The Partnership is authorized to issue up to 12,500,000 Units
in addition to those issued to the initial Limited Partners.

The  Partnership'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  Partnership  Agreement,  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.


                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (Unaudited)


7.  Line of credit:

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

The  Partnership  had $1,000,000 of borrowings  under the agreement at March 31,
2001.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
2001.





                                       10
<PAGE>

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

Capital Resources and Liquidity

In 2001 and 2000, the  Partnership's  primary sources of cash were proceeds from
sales  of  lease  assets  and  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 the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on April 12, 2002.

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 the General Partner
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.  The General  Partner  envisions  no such  requirements  for
operating purposes.

As of March 31, 2001, the Partnership had borrowed $58,317,911 on a non-recourse
basis with  remaining  unpaid  balances  of  $14,475,591.  Borrowings  are to be
generally  non-recourse  to the  Partnership,  that is, the only recourse of the
lender  upon a default  by the  lessee on the  underlying  lease  will be to the
equipment or  corresponding  lease acquired with the loan proceeds.  The General
Partner  expects that aggregate  borrowings in the future will not exceed 40% of
aggregate  equipment  cost. In any event,  the Agreement of Limited  Partnership
limits such borrowings to 40% of the total cost of equipment, in aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional  equipment.  As of March 31, 2001, the Partnership
had 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.




                                       11
<PAGE>

Cash Flows

In both 2001 and 2000, the  Partnership's  primary  operating source of cash was
revenues  from  operating   leases.   Operating  lease  revenues   decreased  by
$1,257,635,  primarily as a result of sales of  operating  lease assets over the
last year.

In 2001 and 2000, the Partnership's  primary source of cash flows from investing
activities was proceeds from sales of lease assets.  Such sales proceeds are not
expected to be consistent from one period to another.  Rents on direct financing
and leveraged leases  (accounted for as reductions in the net investment in such
leases) also provided cash in both 2001 and 2000.

In 2001 and 2000, the single largest  financing use of cash was distributions to
limited partners. The amount of such distributions did not change significantly.
In 2001,  the only  source  of cash from  financing  activities  was  $1,000,000
borrowed  on the line of credit.  There  were no sources of cash from  financing
activities in 2000. As a result of scheduled debt  payments,  certain notes have
been paid off.  This would have led to an overall  reduction  in the  amounts of
cash used to repay debt compared to 2000. The total principal  payments increase
because of an early repayment of debt of $696,742.


Results of operations

Operations  resulted in net income of $106,919 in 2001 compared to $1,023,531 in
2000.

Operating lease revenues (and the related  depreciation  expense) have decreased
as a result  of sales of  assets  over the last  year.  Direct  financing  lease
revenues have decreased due to the same cause.

As scheduled debt payments have been made, debt balances have been reduced. This
caused interest expense to decrease by $44,115 compared to 2000.

Sales of lease  assets  increased in the first  quarter of 2001  compared to the
same period in 2000.  Gains recognized on these sales increased from $150,078 in
2000 to $282,187 in 2001.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Schwegmann's Giant Supermarkets:

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



                                       12
<PAGE>

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

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

Pegasus Gold Corporation:

On January 16, 1998, Pegasus Gold Corporation filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The initial meeting of creditors  established by
the U.S. Trustee's Office was held on March 9, 1998. The lessee's lease with the
Partnership had previously  been leveraged on a non-recourse  basis with The CIT
Group/Equipment  Financing,  Inc. ("CIT"), and all lease receivables  (currently
estimated at  $2,211,902  as of February 14, 2001) were  assigned to the lender.
Consequently,  the  Partnership's  exposure  is no greater  than the fair market
residual value of the equipment under lease,  currently estimated at $1,101,803.
The  reorganized  lessee/debtor  has  assumed  the  Partnership's  lease  in the
Bankruptcy  Court and cured all past due  payments  which are now  current.  The
Partnership  has  entered  into an Escrow  Agreement  with CIT,  wherein CIT has
agreed not to  foreclose  on the  Partnership's  interest  so long as the lessee
continues to perform under the lease.

At this  time,  the lessee is current  in its lease  obligations.  The  ultimate
recovery under this lease is dependent on the price of gold remaining at a level
sufficient to make the lessee's operations profitable,  and,  consequently,  any
assessment of the impact of an adverse outcome of this matter remains uncertain,
although at this point,  only 18 months remain of the original  seven-year lease
term.

Quaker Coal Company:

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

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



                                       13
<PAGE>

Republic Transportation Finance, Inc.:

On September 11, 2000,  Republic  Transportation  Finance,  Inc. and its parent,
Republic Financial Corporation  (collectively,  "Republic"),  filed suit against
the  Partnership,  claiming  relief in the  approximate  amount  of  $1,110,770,
representing  Republic's  interpretation of their proceeds to a residual sharing
arrangement. The Partnership does not dispute that remarketing proceeds are owed
to  Republic,  merely the amount.  The  Partnership  believes  that  Republic is
entitled to approximately $587,317, based upon the Partnership's  interpretation
of the contract. The Partnership believes that the suit is without merit, and is
aggressively defending the action. Although the Partnership lost its request for
dismissal of the suit for failure of establishing personal jurisdiction,  and is
preparing to defend on the merits of the case, it is  simultaneously  seeking an
acceptable  settlement.  Although the  Partnership  believes it has a reasonable
basis for  prevailing or arriving at a satisfactory  settlement,  the outcome of
this matter remains uncertain.

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, March 31, 2001 and December 31, 2000.

                         Statements  of income for the three month periods ended
                         March 31, 2001 and 2000.

                         Statement of changes in partners' capital for the three
                         month period ended March 31, 2001.

                         Statements  of cash flows for the three  month  periods
                         ended March 31, 2001 and 2000.

                         Notes to the Financial Statements

                     2.  Financial Statement Schedules

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

                     (b) Report on Form 8-K

                         None



                                       14
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                                   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, 2001

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



                                 By: ATEL Financial Corporation
                                     General Partner of Registrant




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




                                 By: /s/ Paritosh K. Choksi
                                     ------------------------------------
                                     Paritosh K. Choksi
                                     Principal financial officer
                                     of registrant




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


                                       15
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