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, 2003

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

                        Commission File Number 000-23842

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

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

     600 California Street, 6th Floor, San Francisco, California 94108-2733
                    (Address of principal executive offices)

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

        Securities registered pursuant to section 12(b) of the Act: None

Securities  registered pursuant to section 12(g) of the Act: Limited Partnership
Units

Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

The number of Limited  Partnership  Units  outstanding  as of March 31, 2003 was
12,471,600

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).




                                       2
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 2003 AND DECEMBER 31, 2002
                                   (Unaudited)


                                     ASSETS

                                                  2003               2002
                                                  ----               ----
Cash and cash equivalents                         $ 2,082,370        $3,806,560

Accounts receivable, net of allowance for
   doubtful accounts of $75,285 in 2003
   and 2002                                           541,993           420,737

Investments in leases                              14,458,933        15,647,718
                                           ------------------- -----------------
Total assets                                     $ 17,083,296       $19,875,015
                                           =================== =================

 LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                   $ 493,376         $ 667,460

Accounts payable:
   General Partner                                     21,482           115,390
   Other                                              183,358           195,877
Accrued interest expense                                2,567             3,603
Unearned operating lease income                        28,128            27,680
                                           ------------------- -----------------
Total liabilities                                     728,911         1,010,010
Partners' capital:
     General Partner                                  196,551           202,907
     Limited Partners                              16,157,834        18,662,098
                                           ------------------- -----------------
Total partners' capital                            16,354,385        18,865,005
                                           ------------------- -----------------
Total liabilities and partners' capital          $ 17,083,296       $19,875,015
                                           =================== =================






                             See accompanying notes.



                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                         2003               2002
                                                                  ----               ----
Leasing activities:
<S>                                                                 <C>              <C>
   Operating leases                                                 $ 595,244        $1,403,768
   Direct financing leases                                             88,185           112,557
   Leveraged leases                                                     2,356            10,844
   Gain on sales of assets                                             64,135            85,435
Interest income                                                         6,943             1,318
Other                                                                   1,003             1,739
                                                           ------------------- -----------------
                                                                      757,866         1,615,661
Expenses:
Impairment losses                                                     553,426                 -
Depreciation and amortization                                         396,901         1,034,848
Railcar maintenance                                                   156,255            68,764
Cost reimbursements to General Partner                                147,440           188,248
Equipment and incentive management fees to General Partner             32,496            60,888
Professional fees                                                      20,632            36,322
Interest expense                                                        9,633           263,930
Other                                                                  76,699            60,718
                                                           ------------------- -----------------
                                                                    1,393,482         1,713,718
                                                           ------------------- -----------------
Net loss                                                           $ (635,616)        $ (98,057)
                                                           =================== =================

Net loss:
   General Partner                                                   $ (6,356)           $ (981)
   Limited Partners                                                  (629,260)          (97,076)
                                                           ------------------- -----------------
                                                                   $ (635,616)        $ (98,057)
                                                           =================== =================

Net loss per Limited Partnership Unit                                 $ (0.05)          $ (0.01)
Weighted average number of Units outstanding                       12,471,600        12,497,000
</TABLE>

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Limited Partners       General
                                       Units             Amount            Partner             Total
<S>                                     <C>              <C>                   <C>             <C>
Balance December 31, 2002               12,471,600       $18,662,098           $ 202,907       $18,865,005
Distributions to limited partners                -        (1,875,004)                  -        (1,875,004)
Net loss                                         -          (629,260)             (6,356)         (635,616)
                                  ----------------- ----------------- ------------------- -----------------
Balance March 31, 2003                  12,471,600       $16,157,834           $ 196,551       $16,354,385
                                  ================= ================= =================== =================
</TABLE>

                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
Operating activities:                                        2003               2002
                                                             ----               ----
<S>                                                           <C>                <C>
Net loss                                                      $ (635,616)        $ (98,057)
Adjustment to reconcile net loss to cash
   provided by operating activities:
   Impairment losses                                             553,426                 -
   Depreciation and amortization                                 396,901         1,034,848
   Gain on sales of lease assets                                 (64,135)          (85,435)
   Leveraged lease income                                         (2,356)          (10,844)
   Changes in operating assets and liabilities:
      Accounts receivable                                       (121,256)           74,712
      Accounts payable, General Partner                          (93,908)           52,366
      Accounts payable, other                                    (12,519)          248,917
      Accrued interest expense                                    (1,036)           (3,480)
      Unearned operating lease income                                448           (58,493)
                                                      ------------------- -----------------
Net cash provided by operations                                   19,949         1,154,534
                                                      ------------------- -----------------

Investing activities:
Proceeds from sales of lease assets                              150,549           391,850
Reduction of net investment in direct financing leases           108,032           436,935
Reduction of net investment in leveraged leases                   46,368            21,688
                                                      ------------------- -----------------
Net cash provided by investing activities                        304,949           850,473
                                                      ------------------- -----------------

Financing activities:
Distributions to Limited Partners                             (1,875,004)       (1,088,393)
Repayments of non-recourse debt                                 (174,084)       (1,407,272)
Repayments of borrowings under line of credit                          -        (1,000,000)
Proceeds of non-recourse debt                                          -           759,436
Borrowings under line of credit                                        -           500,000
                                                      ------------------- -----------------
Net cash used in financing activities                         (2,049,088)       (2,236,229)
                                                      ------------------- -----------------

Net decrease in cash and cash equivalents                     (1,724,190)         (231,222)

Cash and cash equivalents at beginning of period               3,806,560           443,772
                                                      ------------------- -----------------
Cash and cash equivalents at end of period                   $ 2,082,370         $ 212,550
                                                      =================== =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                        $ 10,669         $ 267,410
                                                      =================== =================
</TABLE>



                             See accompanying notes.




                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


1.  Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.  The
unaudited interim financial statements reflect all adjustments which are, in the
opinion of the General  Partner,  necessary  to a fair  statement  of  financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements should be read in conjunction with the financial statements and notes
thereto  contained  in the report on Form 10-K for the year ended  December  31,
2002, filed with the Securities and Exchange Commission.

2.  Organization and partnership matters:

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

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

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

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                           Depreciation
                                         Balance                           Expense and                             Balance
                                       December 31,      Impairment        Amortization    Reclassifications      March 31,
                                           2002             Losses          of Leases        & Dispositions          2003
                                           ----             ------          ---------        --------------          ----
<S>                                       <C>                <C>               <C>                 <C>              <C>
Net investment in operating
   leases                                 $13,484,449        $ (553,426)       $ (387,992)         $ (541,797)      $12,001,234
Net investment in direct
   financing lease                          1,180,081                 -          (108,032)            (69,998)        1,002,051
Net investment in leveraged
   leases                                     140,012                 -           (44,012)                  -            96,000
Assets held for sale or lease               3,523,627                 -                 -          (2,187,307)        1,336,320
Reserve for losses                         (2,712,688)                -                 -           2,712,688                 -
Initial direct costs, net of
   accumulated amortization of
   $286,017 in 2003 and $544,354 in
   2002                                        32,237                 -            (8,909)                  -            23,328
                                     ----------------- ----------------- ----------------- ------------------- -----------------
                                          $15,647,718        $ (553,426)       $ (548,945)          $ (86,414)      $14,458,933
                                     ================= ================= ================= =================== =================
</TABLE>


                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (Unaudited)


3.  Investment in leases (continued):

Property subject to operating leases consists of the following:

<TABLE>
<CAPTION>
                                   Balance                                                                   Balance
                                 December 31,      Impairment        Depreciation    Reclassifications      March 31,
                                     2002             Losses           Expense         & Dispositions          2003
                                     ----             ------           -------         --------------          ----
<S>                                 <C>                <C>               <C>                 <C>              <C>
Transportation                      $20,593,171               $ -               $ -         $ 4,474,108       $25,067,279
Manufacturing                         2,666,354                 -                 -                   -         2,666,354
Construction                          2,172,807                 -                 -                   -         2,172,807
Materials handling                       49,550                 -                 -             (49,550)                -
                               ----------------- ----------------- ----------------- ------------------- -----------------
                                     25,481,882                 -                 -           4,424,558        29,906,440
Less accumulated depreciation       (11,997,433)         (553,426)         (387,992)         (4,966,355)      (17,905,206)
                               ----------------- ----------------- ----------------- ------------------- -----------------
                                    $13,484,449        $ (553,426)       $ (387,992)         $ (541,797)      $12,001,234
                               ================= ================= ================= =================== =================
</TABLE>

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

At March 31, 2003, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                            Direct
                                        Operating         Financing
                                          Leases            Leases             Total
<S>                                        <C>                <C>               <C>
Nine months ending December 31, 2003       $1,139,879         $ 562,500         $ 1,702,379
       Year ending December 31, 2004          660,036           750,000           1,410,036
                                2005          224,987                 -             224,987
                                2006           14,122                 -              14,122
                                     ----------------- ----------------- -------------------
                                           $2,039,024        $1,312,500         $ 3,351,524
                                     ================= ================= ===================
</TABLE>

Direct financing leases:

As of March 31, 2003,  investment in direct  financing leases consists of mining
equipment.  The following  lists the  components of the Company's  investment in
direct financing leases as of March 31, 2003:

Total minimum lease payments receivable                         $ 1,312,500
Estimated residual values of leased equipment (unguaranteed)            401
                                                             ---------------
Investment in direct financing leases                             1,312,901
Less unearned income                                               (310,850)
                                                             ---------------
Net investment in direct financing leases                       $ 1,002,051
                                                             ===============




                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (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
6.5% to 10.5%.

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

<TABLE>
<CAPTION>
                                         Principal          Interest            Total
<S>                                      <C>                    <C>                <C>
Nine months ending December 31, 2003     $     166,086          $ 20,603           $ 186,689
       Year ending December 31, 2004           151,084            18,384             169,468
                                2005           162,167             7,301             169,468
                                2006            14,039                83              14,122
                                      ----------------- ----------------- -------------------
                                             $ 493,376          $ 46,371           $ 539,747
                                      ================= ================= ===================
</TABLE>


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, 2003
                                   (Unaudited)


5.  Related party transactions (continued):

During the three  months  ended  March 31, 2003 and 2002,  the  General  Partner
and/or Affiliates earned fees,  commissions and reimbursements,  pursuant to the
Limited Partnership Agreement, as follows:

<TABLE>
<CAPTION>
                                                                                       2003               2002
                                                                                       ----               ----
<S>                                                                                      <C>               <C>
Costs reimbursed to General Partner                                                      $ 147,440         $ 188,248

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)                             32,496            60,888
                                                                                ------------------- -----------------
                                                                                         $ 179,936         $ 249,136
                                                                                =================== =================
</TABLE>


6.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $56,191,292   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of March 31, 2003, borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                              <C>
Amount  borrowed by the Partnership under the acquisition facility               $             -
Amounts borrowed by affiliated partnerships and limited liability companies
   under the acquisition facility                                                     17,200,000
                                                                                -----------------
Total borrowings under the acquisition facility                                       17,200,000
Amounts borrowed by the General Partner and its sister corporation under the
   warehouse facility                                                                          -
                                                                                -----------------
Total outstanding balance                                                         $   17,200,000
                                                                                =================

Total available under the line of credit                                          $   56,191,292
Total outstanding balance                                                            (17,200,000)
                                                                                -----------------
Remaining availability                                                            $   38,991,292
                                                                                =================
</TABLE>

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

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
2003.




                                       9
<PAGE>

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

Statements  contained in this Item 2,  "Management's  Discussion and Analysis of
Financial Condition and Results of Operations," and elsewhere in this Form 10-Q,
which  are  not  historical  facts,  may  be  forward-looking  statements.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially from those projected.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-Q.  We undertake no  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances  after the date of this Form 10-Q or to reflect the  occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

In the first quarters of 2003 and 2002, the Partnership's primary source of cash
was operating  lease rents.  The liquidity of the  Partnership  will vary in the
future,  increasing to the extent cash flows from leases and proceeds from asset
sales exceed expenses,  and decreasing as distributions  are made to the limited
partners and to the extent  expenses  exceed cash flows from leases and proceeds
from sales of assets.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the initial  lease  terms  expire,  the  Partnership  will  re-lease or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on 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 $56,191,292 revolving line of credit comprised of an acquisition
facility and a warehouse  facility) with a financial  institution  that includes
certain financial covenants.  The line of credit expires on June 28, 2004. As of
March 31, 2003, borrowing under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                              <C>
Amount  borrowed by the Partnership under the acquisition facility               $             -
Amounts borrowed by affiliated partnerships and limited liability companies
   under the acquisition facility                                                     17,200,000
                                                                                -----------------
Total borrowings under the acquisition facility                                       17,200,000
Amounts borrowed by the General Partner and its sister corporation under the
   warehouse facility                                                                          -
                                                                                -----------------
Total outstanding balance                                                         $   17,200,000
                                                                                =================

Total available under the line of credit                                          $   56,191,292
Total outstanding balance                                                            (17,200,000)
                                                                                -----------------
Remaining availability                                                            $   38,991,292
                                                                                =================
</TABLE>

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

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, 2003, the Partnership had borrowed $59,077,347 on a non-recourse
basis with remaining unpaid balances of $493,376. Borrowings are to be generally
non-recourse to the Partnership, that is, the only recourse of the lender upon a
default  by the  lessee on the  underlying  lease  will be to the  equipment  or
corresponding  lease acquired with the loan proceeds.  The General  Partner does
not anticipate any future non-recourse borrowings.

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



                                       10
<PAGE>

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


Cash Flows

In the first quarter of 2003, the Partnership's primary operating source of cash
was sales  proceeds,  whereas in the first  quarter of 2002 it was from revenues
from operating leases. Operating lease revenues decreased by $808,524, primarily
as a result of sales of operating  lease assets over the last year. In addition,
off lease  inventory  increased  from  $700,516 in the first  quarter of 2002 to
$1,336,320 in the first quarter of 2003 resulting in decreased rental income.

In the first quarter of 2003,  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.  In the
first  quarter  of  2002,  the  primary  source  of cash  flows  from  investing
activities was direct finance lease rents.

In the first quarters of 2003 and 2002, the single largest financing use of cash
was  distributions  to  limited  partners.  The  amount  of  such  distributions
increased to  $1,875,004  in the first  quarter of 2003 from  $1,088,393  in the
first quarter of 2002.  As a result of scheduled  debt  payments,  certain notes
have been paid off. This led to an overall reduction in the amounts of cash used
to repay debt in the current period compared to the same period in 2002.

Results of operations

First quarter operations resulted in a net loss of $635,616 in 2003, compared to
a net loss of $98,057 in 2002.

Operating lease revenues (and the related  depreciation  expense) have decreased
as a result of sales of assets over the last year.  The original  cost of assets
on  operating  leases  has  declined  from  $50,630,296  at  March  31,  2002 to
$29,906,440 at March 31, 2003.  Direct  financing  lease revenues have decreased
due to the same cause.

As scheduled debt payments have been made, debt balances have been reduced. This
decrease in indebtedness  caused interest expense to decrease by $254,297 in the
current period compared to the same period in 2002.

Sales of lease  assets  decreased in the first  quarter of 2003  compared to the
same period in 2002.  Gains  recognized on these sales decreased from $85,435 in
2002 to $64,135 in 2003.

In 2003,  there were charges to net income for  impairments  of operating  lease
assets in the amount of $553,426.  The charges  related to covered  grain hopper
cars on lease  to  various  lessees.  The  impairment  resulted  from  decreased
estimated cash flows expected to be generated by the assets over their remaining
lives.

Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

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

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

Item 4.  Controls and procedures.

Internal Controls

As of March 31, 2003, an evaluation was performed under the supervision and with
the participation of the Partnership's management,  including the CEO and CFO of
the General  Partner,  of the  effectiveness  of the design and operation of the
Partnership's disclosure controls and procedures.  Based on that evaluation, the
Partnership's  management,  including  the CEO and CFO of the  General  Partner,
concluded  that  the  Partnership's  disclosure  controls  and  procedures  were
effective as of March 31, 2003.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect internal controls subsequent to March 31, 2003.

Changes in internal controls

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



                                       11
<PAGE>

Evaluation of disclosure controls and procedures

Under the supervision and with the  participation  of our management,  including
the CEO and CFO, an evaluation of the  effectiveness of the design and operation
of the  Partnership's  disclosure  controls and procedures,  as defined in Rules
240.13a-14(c)  and  15d-14(c)  under  the  Securities  Exchange  Act of 1934 was
performed  as of a date  within  ninety  days  before  the  filing  date of this
quarterly  report.  Based upon this  evaluation,  the CEO and CFO of the General
Partner  concluded that, as of the evaluation date, our disclosure  controls and
procedures were effective for the purposes of recording, processing, summarizing
and timely reporting  information  required to be disclosed by us in the reports
that we file under the Securities Exchange Act of 1934 and that such information
is  accumulated  and  communicated  to our  management  in order to allow timely
decisions regarding required disclosure.


       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.  No other
material legal  proceedings  are currently  pending  against the  Partnership or
against any of its assets.

Quaker Coal Company:

On  December  31,  1997,  Quaker  Coal  Company  (the  "Debtor"),   one  of  the
Partnership's  lessees,  requested a moratorium  on lease  payments from January
through March 1998. No lease payments were made by the lessee through June 1998,
and  as  a  result,   the  General  Partner  declared  the  Debtor  in  default.
Subsequently, the Debtor 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 Debtor for its  contractual  damages in
the U.S. District Court of Northern California (the "Court").  On June 16, 2000,
the Debtor 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
since been liquidated.  The Court issued a ruling on March 4, 2001,  denying the
Partnership's  claim for damages.  The Debtor 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.  (See  discussion
below).

The Debtor  filed a plan of  reorganization,  which was  objected  to by several
large  creditors,  including  the General  Partner.  These  creditors  were also
seeking a formal  role on the  creditors  committee  or  formation  of their own
committee.

Upon the termination of the Debtor's  exclusivity  period,  competing plans were
filed by other creditors to the plan, and voting on the competing plans occurred
October 8, 2001.  The  results of the vote were that  another of the  creditor's
(i.e.,  American Electric Power's ("AEP"),  Plan of Reorganization  ("AEP Plan")
was  successful.  Under the AEP  Plan,  the  claim of the  Partnership  has been
assigned to a  liquidating  trustee for  resolution  and  satisfaction  from the
Debtor's estate.

In January 2002, the  Partnership  attended an appellate  settlement  conference
seeking to resolve the outstanding  disputed claim. A reserve has been set aside
by the  Debtor's  liquidating  trustee in the amount of $1.2  million in partial
satisfaction of the Partnership's  claim,  although this claim amount remains in
dispute.  In January 2003, the Federal Appellate Court in San Francisco heard an
appeal of the lower Court's decision. The results of that appellate decision was
handed down in March of 2003 and was adverse to the Partnership's  position. The
Partnership  is currently  considering  requesting a rehearing of that decision.
Currently,  the likelihood of recovery of amounts above the payment of the lease
rent and the liquidation of the equipment  already received remains  speculative
and highly uncertain.

Ingersoll International:

At December 31, 2002, the  Partnership  had commenced  action against  Ingersoll
International (the "Lessee") as the Partnership had declared them in default for
making an unauthorized assignment of part of the leased equipment. Subsequent to
December  31,  2002,  the  Partnership,  the Lessee and the  unauthorized  party
reached an  agreement  in  principal  to have the  unauthorized  party  assume a
portion of the lease. This matter was resolved by March 31, 2003.

Item 2. Changes In Securities.

         Inapplicable.



                                       12
<PAGE>

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, 2003 and December 31, 2002.

          Statements of Operations for the three month periods ended March 31,
               2003 and 2002.

          Statement of Changes in Partners' Capital for the three month period
               ended March 31, 2003.

          Statements of Cash Flows for the three month periods ended March 31,
               2003 and 2002.

          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



                                       13
<PAGE>

                                   SIGNATURES


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

Date:
May 13, 2003

                       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



                                       14
<PAGE>

                                 CERTIFICATIONS

I, Paritosh K. Choksi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Cash  Distribution
Fund V, LP;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Date:
May 13, 2003

/s/ Paritosh K. Choksi
------------------------------
Paritosh K. Choksi
Principal Financial Officer of Registrant, Executive
Vice President of General Partner


                                       15
<PAGE>

                                 CERTIFICATIONS

I, Dean L. Cash, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Cash  Distribution
Fund V, LP;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


Date:
May 13, 2003


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


                                       16
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  report on Form 10-Q of ATEL Cash  Distribution
Fund V, LP,  (the  "Partnership")  for the period  ended March 31, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
and  pursuant  to 18  U.S.C.  ss.1350,  as  adopted  pursuant  to  ss.906 of the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:
May 13, 2003


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


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  report on Form 10-Q of ATEL Cash  Distribution
Fund V, LP,  (the  "Partnership")  for the period  ended March 31, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
and  pursuant  to 18  U.S.C.  ss.1350,  as  adopted  pursuant  to  ss.906 of the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial Services, LLC, general partner of the Partnership, hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:
May 13, 2003


/s/ Paritosh K. Choksi
-------------------------------
Paritosh K. Choksi
Executive Vice President of General
Partner, Principal Financial Officer of Registrant

                                       17