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, 2000

                 |_|     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, 2000 AND DECEMBER 31, 1999
                                   (Unaudited)


                                     ASSETS

<TABLE>
<CAPTION>
                                                            2000                1999
                                                            ----                ----
<S>                                                         <C>                <C>
Cash and cash equivalents                                    $ 3,298,255        $3,330,065

Accounts receivable                                            2,031,866         2,772,627

Notes receivable, net of allowance for doubtful
   account of $100,605 in 2000 and 1999                        1,309,783         1,309,783

Investments in leases                                         56,777,067        60,548,669
                                                    --------------------- -----------------
Total assets                                                $ 63,416,971       $67,961,144
                                                    ===================== =================

                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                            $20,436,801       $22,138,639
Accounts payable:
   Equipment purchases                                             1,352             1,352
   General Partner                                               140,853           117,089
   Other                                                         371,863           359,831
Accrued interest expense                                          97,180           107,182
Unearned operating lease income                                  272,985           416,654
                                                    --------------------- -----------------
Total liabilities                                             21,321,034        23,140,747
Partners' capital:
     General Partner                                             180,054           169,819
     Limited Partners                                         41,915,883        44,650,578
                                                    --------------------- -----------------
Total partners' capital                                       42,095,937        44,820,397
                                                    --------------------- -----------------
Total liabilities and partners' capital                     $ 63,416,971       $67,961,144
                                                    ===================== =================
</TABLE>


                             See accompanying notes.



                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                         2000                1999
                                                                  ----                ----
   Leasing activities:
<S>                                                                <C>                <C>
      Operating leases                                             $ 2,811,074        $3,822,254
      Direct financing leases                                          390,128           465,314
      Leveraged leases                                                   2,410            24,939
      Gain on sales of assets                                          150,078           533,075
Interest income                                                         39,164            69,531
Other                                                                    5,285             2,458
                                                          --------------------- -----------------
                                                                     3,398,139         4,917,571
Expenses:
Depreciation and amortization                                        1,679,517         2,235,987
Interest expense                                                       338,024           566,679
Equipment and incentive management fees to General Partner             115,923           311,681
Railcar maintenance                                                     94,576                 -
Administrative cost reimbursements to General Partner                   72,350            43,402
Other                                                                   53,240            (2,132)
Professional fees                                                       20,978            11,043
                                                          --------------------- -----------------
                                                                     2,374,608         3,166,660
                                                          --------------------- -----------------
Net income                                                         $ 1,023,531        $1,750,911
                                                          ===================== =================

Net income:
   General Partner                                                    $ 10,235          $ 17,509
   Limited Partners                                                  1,013,296         1,733,402
                                                          --------------------- -----------------
                                                                   $ 1,023,531        $1,750,911
                                                          ===================== =================

Net income per Limited Partnership Unit                                 $ 0.08            $ 0.14
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, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Limited Partners        General
                                       Units            Amount             Partner              Total
<S>                                     <C>             <C>                     <C>             <C>
Balance December 31, 1999               12,497,000      $44,650,578             $ 169,819       $44,820,397
Distributions to limited partners                        (3,747,991)                             (3,747,991)
Net income                                                1,013,296                10,235         1,023,531
                                  ----------------- ---------------- --------------------- -----------------
Balance March 31, 2000                  12,497,000      $41,915,883             $ 180,054       $42,095,937
                                  ================= ================ ===================== =================
</TABLE>

                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2000 AND 1999


<TABLE>
<CAPTION>
Operating activities:                                         2000                1999
                                                              ----                ----
<S>                                                            <C>                <C>
Net income                                                     $ 1,023,531        $1,750,911
Adjustment to reconcile net income to cash
   provided by operating activities:
   Depreciation and amortization                                 1,679,517         2,235,987
   Gain on sales of lease assets                                  (150,078)         (533,075)
   Leveraged lease income                                           (2,410)          (24,939)
   Changes in operating assets and liabilities:
      Accounts receivable                                          740,761           403,635
      Accounts payable, General Partner                             23,764            90,561
      Accounts payable, other                                       12,032           370,802
      Accrued interest expense                                     (10,002)           (8,768)
      Unearned operating lease income                             (143,669)          (51,885)
                                                      --------------------- -----------------
Net cash provided by operations                                  3,173,446         4,233,229
                                                      --------------------- -----------------

Investing activities:
Proceeds from sales of lease assets                              2,085,860         1,667,311
Reduction of net investment in direct financing leases             153,893           547,161
Reduction of net investment in leveraged leases                      4,820           280,719
Purchases of assets on operating leases                                  -           (88,248)
                                                      --------------------- -----------------
Net cash provided by investing activities                        2,244,573         2,406,943
                                                      --------------------- -----------------

Financing activities:
Distributions to Limited Partners                               (3,747,991)       (3,749,391)
Repayments of non-recourse debt                                 (1,701,838)       (2,014,905)
Repayments of borrowings under line of credit                            -        (1,000,000)
                                                      --------------------- -----------------
Net cash used in financing activities                           (5,449,829)       (6,764,296)
                                                      --------------------- -----------------

Net decrease in cash and cash equivalents                          (31,810)         (124,124)

Cash and cash equivalents at beginning of period                 3,330,065         8,872,945
                                                      --------------------- -----------------
Cash and cash equivalents at end of period                     $ 3,298,255        $8,748,821
                                                      ===================== =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                         $ 348,026         $ 575,447
                                                      ===================== =================
</TABLE>






                             See accompanying notes.


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (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,
                                                              1999          of Leases         & Dispositions           2000
                                                              ----          ---------         --------------           ----
<S>                                                         <C>              <C>                   <C>                <C>
Net investment in operating leases                          $ 43,955,033     $ (1,609,507)         $ (4,220,934)      $38,124,592
Net investment in direct financing leases                     14,969,534         (153,893)             (472,061)       14,343,580
Net investment in leveraged leases                             2,123,085           (2,410)             (334,581)        1,786,094
Residual value interests                                         835,759                -                     -           835,759
Assets held for sale or lease                                      5,008                -             3,091,794         3,096,802
Reserve for losses                                            (2,254,809)               -                     -        (2,254,809)
Initial direct costs, net of accumulated
   amortization of $1,805,948 in 1999 and
   $1,781,482 in 2000                                            915,059          (70,010)                    -           845,049
                                                        ----------------- ---------------- --------------------- -----------------
                                                            $ 60,548,669     $ (1,835,820)         $ (1,935,782)      $56,777,067
                                                        ================= ================ ===================== =================
</TABLE>



                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                                                  Balance
                                December 31,                      Reclassifications       March 31,
                                    1999         Depreciation       & Dispositions           2000
                                    ----         ------------       --------------           ----
<S>                               <C>              <C>                   <C>                <C>
Transportation                    $ 42,798,186                           $ (3,657,042)      $39,141,144
Construction                        15,399,236                             (2,033,221)       13,366,015
Materials handling                   7,636,308                               (564,941)        7,071,367
Mining                               6,981,798                             (1,880,826)        5,100,972
Furniture and fixtures               4,709,326                                      -         4,709,326
Manufacturing                        3,475,585                                      -         3,475,585
Office automation                      145,726                                      -           145,726
                              ----------------- ---------------- --------------------- -----------------
                                    81,146,165                             (8,136,030)       73,010,135
Less accumulated depreciation      (37,191,132)    $ (1,609,507)            3,915,096       (34,885,543)
                              ----------------- ---------------- --------------------- -----------------
                                  $ 43,955,033     $ (1,609,507)         $ (4,220,934)      $38,124,592
                              ================= ================ ===================== =================
</TABLE>

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

At March 31, 2000, the aggregate amounts of future minimum lease payments are as
follows:

                                              Direct
          Year ending      Operating        Financing
         December 31,        Leases           Leases              Total
         ------------        ------           ------              -----
                 2000         $6,408,903       $2,712,365           $ 9,121,268
                 2001          5,428,744        3,114,032             8,542,776
                 2002          3,574,219        2,766,273             6,340,492
                 2003          1,713,606        2,707,734             4,421,340
                 2004            568,585          622,852             1,191,437
           Thereafter          5,460,811        3,209,525             8,670,336
                        ----------------- ---------------- ---------------------
                            $ 23,154,868      $15,132,781          $ 38,287,649
                        ================= ================ =====================



                                       7
<PAGE>
                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000
                                   (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
         ------------      ---------         --------             -----
                 2000         $4,007,495       $1,147,630           $ 5,155,125
                 2001          4,575,203        1,057,560             5,632,763
                 2002          2,915,879          699,261             3,615,140
                 2003            709,048          553,832             1,262,880
                 2004            453,006          513,642               966,648
           Thereafter          7,776,170        2,917,357            10,693,527
                        ----------------- ---------------- ---------------------
                            $ 20,436,801       $6,889,282          $ 27,326,083
                        ================= ================ =====================


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  administrative services to the Partnership.
Administrative  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 administrative 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  administrative  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, 2000
                                   (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>
                                                                                     2000                1999
                                                                                     ----                ----

<S>                                                                                     <C>                <C>
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).                     $ 115,923          $311,681


Administrative costs reimbursed to General Partner                                         72,350            43,402
                                                                                ------------------ -----------------
                                                                                        $ 188,273         $ 355,083
                                                                                ================== =================
</TABLE>


6. Partner's capital:

As of March 31, 2000,  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, 2000
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $95,000,000 revolving credit agreement with a group of financial
institutions  which  expires  on  July  28,  2000.  The  agreement  includes  an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

From July 1, 2000 through July 28, 2000, the maximum available under the line of
credit shall be the then current balance or $85,000,000, which ever is less.

The Partnership had no borrowings under the agreement at March 31, 2000.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
2000.





                                       10
<PAGE>

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

Capital Resources and Liquidity

In 2000 and 1999, 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  $95,000,000   revolving  line  of  credit  with  a  financial
institution.  The line of credit  expires  on July 28,  2000.  From July 1, 2000
through July 28, 2000, the maximum  available  under the line of credit shall be
the then current balance or $85,000,000, which ever is less.

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, 2000, the Partnership had borrowed $58,317,911 on a non-recourse
basis with  remaining  unpaid  balances  of  $20,436,801.  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, 2000, 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 2000 and 1999, the  Partnership's  primary  operating source of cash was
revenues  from  operating   leases.   Operating  lease  revenues   decreased  by
$1,011,180,  primarily as a result of sales of  operating  lease assets over the
last year.

In 2000 and 1999, the Partnership's  primary source of cash flows from investing
activities  was proceeds from sales of lease assets.  Rents on direct  financing
and leveraged leases  (accounted for as reductions in the net investment in such
leases) also provided cash in both 2000 and 1999.

In 2000 and 1999, the single largest  financing use of cash was distributions to
limited partners. The amount of such distributions did not change significantly.
There were no sources of cash from  financing  activities  in either year.  As a
result of scheduled  debt  payments,  certain notes have been paid off. This has
led to an overall  reduction in the amounts of cash used to repay debt  compared
to 1999.


Results of operations

Operations  resulted in net income of  $1,023,531 in 2000 compared to $1,750,911
in 1999.

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 $228,655 compared to 1999.

Sales of lease  assets  decreased in the first  quarter of 2000  compared to the
same period in 1999.  Gains recognized on these sales decreased from $533,075 in
1999 to $150,078 in 2000.





                                       12
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

Item 4. Submission Of Matters To A Vote Of Security Holders.

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits And Reports On Form 8-K.

                     (a)Documents filed as a part of this report

                     1.  Financial Statements

                         Included in Part I of this report:

                         Balance Sheets, March 31, 2000 and December 31, 1999.

                         Statements  of income for the three month periods ended
                         March 31, 2000 and 1999.

                         Statement of changes in partners' capital for the three
                         month period ended March 31, 2000.

                         Statements  of cash flows for the three  month  periods
                         ended March 31, 2000 and 1999.

                         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 12, 2000

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



              By: ATEL Financial Corporation
                  General Partner of Registrant




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




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




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




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