Form 10-QSB

                                  UNITED STATES
                       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, 2005

                          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|


  State the issuer's revenues for the most recent fiscal year: $3,364,344.

  The number of Limited  Partnership  Units outstanding as of March 31, 2005 was
12,471,600.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.



                                      Index



  Part I. Financial Information

     Item 1. Financial Statements (Unaudited)

          Balance Sheet, March 31, 2005.

          Statements of  Operations  for the three month periods ended March 31,
          2005 and 2004.

          Statements of Changes in Partners' Capital for the year ended December
          31, 2004 and for the three month period ended March 31, 2005.

          Statements  of Cash Flows for the three month  periods ended March 31,
          2005 and 2004.

          Notes to the Financial Statements

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

     Item 3. Controls and Procedures


  Part II. Other Information

     Item 1. Legal Proceedings

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     Item 3. Defaults Upon Senior Securities

     Item 4. Submission of Matters to a Vote of Security Holders

     Item 5. Other Information

     Item 6. Exhibits











                                       2
<PAGE>

                          Part I. FINANCIAL INFORMATION


  Item 1.  Financial Statements (unaudited).



                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                  BALANCE SHEET

                                 MARCH 31, 2005
                                   (Unaudited)


                                     ASSETS


<TABLE>
<CAPTION>
<S>                                                                    <C>
Cash and cash equivalents                                              $       1,212,750

Accounts receivable, net of allowance for doubtful accounts of $113,285          196,716

Investments in leases                                                         12,215,107
                                                                       -----------------


Total assets                                                           $      13,624,573
                                                                       =================



                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                      $       3,943,640

Accounts payable and accruals:
   General Partner                                                                93,005
   Other                                                                         459,845
Accrued interest payable                                                          16,823
Unearned lease income                                                             37,714

                                                                       -----------------
Total liabilities                                                              4,551,027

Partners' capital:
     General Partner                                                             198,640
     Limited Partners                                                          8,874,906
                                                                       -----------------
Total Partners' capital                                                        9,073,546
                                                                       -----------------


Total liabilities and Partners' capital                                $      13,624,573
                                                                       =================
</TABLE>

                             See accompanying notes.


                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                           2005                    2004
                                                                    ----                    ----
Leasing activities:
<S>                                                          <C>                     <C>
   Operating leases                                          $        706,942        $      625,110
   Direct financing leases                                                  -                46,481
   Gain on sales of assets                                             69,219                 8,825
Interest income                                                        11,200                 3,988
Other                                                                   1,242                   916
                                                           --------------------    -------------------
                                                                      788,603               685,320

Expenses:
Depreciation of operating lease assets                                279,009               306,081
Cost reimbursements to General Partner                                119,763               160,140
Other management fees                                                  24,710                48,280
Railcar maintenance                                                    38,111                43,804
Equipment and incentive management fees to General Partner             27,583                31,643
Professional fees                                                      74,232                27,854
Interest expense                                                       51,226                21,865
Recovery of doubtful accounts                                               -                (2,000)
Amortization of initial direct costs                                    1,286                 1,286
Other                                                                  36,458                31,618
                                                           --------------------    -------------------
                                                                      652,378               670,571
                                                           --------------------    -------------------
Net income                                                   $        136,225        $       14,749
                                                           ====================    ===================


Net income:
   General Partner                                           $          1,362        $          147
   Limited Partners                                                   134,863                14,602
                                                           --------------------    -------------------
                                                             $        136,225        $       14,749
                                                           ====================    ===================


Net income per Limited Partnership unit                      $           0.01        $         0.00

Weighted average number of units outstanding                       12,471,600            12,471,600
</TABLE>

                             See accompanying notes.










                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2004
                                   AND FOR THE
                               THREE MONTH PERIOD
                              ENDED MARCH 31, 2005
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                       Limited Partners                     General
                                                 Units                Amount                Partner              Total

<S>                                               <C>             <C>                    <C>                <C>
Balance December 31, 2003                         12,471,600      $  14,317,260          $    193,742       $    14,511,002
Distributions to Limited Partners
  ($0.28 per Unit)                                                   (3,433,577)                    -            (3,433,577)
Net income                                                              350,080                 3,536               353,616
                                           -----------------    ------------------     ----------------    ------------------
Balance December 31, 2004                         12,471,600         11,233,763               197,278            11,431,041
Distributions to Limited Partners
  ($0.20 per Unit)                                                   (2,493,720)                    -           (2,493,720)
Net income                                                              134,863                1,362                136,225
                                           -----------------    ------------------     ----------------    ------------------
Balance March 31, 2005                            12,471,600      $   8,874,906          $    198,640       $     9,073,546
                                           =================    ==================     ================    ==================
</TABLE>






                             See accompanying notes.








                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2005 AND 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                               2005                    2004
                                                                                               ----                    ----
  Operating activities:
<S>                                                                                    <C>                      <C>
Net income                                                                             $          136,225       $          14,749
Adjustment to reconcile net income to cash provided by operating
   activities:
   Depreciation of operating lease assets                                                         279,009                 306,081
   Amortization of initial direct costs                                                             1,286                   1,286
   Recovery of for doubtful accounts                                                                    -                   (2,000)
   Gain on sales of lease assets                                                                  (69,219)                  (8,825)
   Changes in operating assets and liabilities:
      Accounts receivable                                                                         101,931                 136,796
      Accounts payable, General Partner                                                              (992)                (100,165)
      Accounts payable, other                                                                    (166,010)                  2,873
      Accrued interest payable                                                                       (754)                    (591)
      Other assets                                                                                120,000                       -
      Unearned operating lease income                                                              36,825                   3,790
                                                                                       ---------------------    -------------------
Net cash provided by operating activities                                                         438,301                 353,994
                                                                                       ---------------------    -------------------

Investing activities:
Reduction of net investment in direct financing leases                                                  -                 141,018
Proceeds from sales of lease assets                                                               165,641                  41,462
Investment in equipment on operating lease                                                       (156,329)                      -
                                                                                       ---------------------    -------------------

Net cash provided by investing activities                                                           9,312                 182,480
                                                                                       ---------------------    -------------------

Financing activities:
Distributions to Limited Partners                                                              (2,493,720)              (1,875,000)
Repayments of non-recourse debt                                                                  (163,069)                (118,194)
                                                                                       ---------------------    -------------------
Net cash used in financing activities                                                          (2,656,789)              (1,993,194)
                                                                                       ---------------------    -------------------

Net  decrease in cash and cash equivalents                                                     (2,209,176)              (1,456,720)

Cash and cash equivalents at beginning of period                                                3,421,926               2,440,803
                                                                                       ---------------------    -------------------

Cash and cash equivalents at end of period                                             $        1,212,750       $         984,083
                                                                                       =====================    ===================

Supplemental disclosures of cash flow information:

Cash paid during the period for interest                                               $            51,980       $          22,456
                                                                                       =====================    ===================
</TABLE>

                             See accompanying notes.


                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)



  1. Summary of significant accounting policies:

  Basis of presentation:

  The  accompanying   unaudited  financial  statements  have  been  prepared  in
  accordance with accounting  principles generally accepted in the United States
  (GAAP) for interim financial  information and with instructions to Form 10-QSB
  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.  The preparation of financial  statements in accordance with
  GAAP  requires  management  to make  estimates  and  assumptions  that  effect
  reported  amounts  in  the  financial   statements  and  accompanying   notes.
  Therefore, actual results could differ from those estimates. Operating results
  for the three months ended March 31, 2005 are not  necessarily  indicative  of
  the results for the year ending December 31, 2005.

  Certain prior year balances have been  reclassified  to conform to the current
period presentation.

  These unaudited  interim  financial  statements  should be read in conjunction
  with the financial  statements  and notes  thereto  contained in the report on
  Form 10-KSB for the year ended  December 31, 2004,  filed with the  Securities
  and Exchange Commission.

  Equipment on operating leases:

  Equipment  on  operating  leases  is  stated  at cost.  Depreciation  is being
  provided  by use of the  straight-line  method  over the terms of the  related
  leases to the equipment's estimated residual values at the end of the leases.

  Asset Valuation:

  Recorded values of the Partnership's asset portfolio are periodically reviewed
  for impairment in accordance with Statement of Financial  Accounting Standards
  (SFAS) No. 144,  Accounting  for the  Impairment  or  Disposal  of  Long-Lived
  Assets.  An impairment  loss is measured and recognized  only if the estimated
  undiscounted  future  cash  flows of the asset  are less  than  their net book
  value.  The  estimated  undiscounted  future  cash  flows  are  the sum of the
  estimated  residual  value  of the  asset at the end of the  asset's  expected
  holding period and estimates of undiscounted  future rents. The residual value
  assumes,  among other things,  that the asset is utilized normally in an open,
  unrestricted  and stable market.  Short-term  fluctuations in the market place
  are disregarded and it is assumed that there is no necessity either to dispose
  of a significant number of the assets, if held in quantity,  simultaneously or
  to dispose of the asset  quickly.  Impairment  is measured  as the  difference
  between the fair value (as determined by the discounted  estimated future cash
  flows) of the assets and its carrying value on the measurement date.








                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)

  1. Summary of significant accounting policies (continued):

  Revenue recognition:

  Operating leases
  Operating lease revenue is recognized on a  straight-line  basis over the term
  of the underlying  leases. The initial lease terms will vary as to the type of
  equipment subject to the leases,  the needs of the lessees and the terms to be
  negotiated,  but  initial  leases are  generally  expected  to be for 36 to 84
  months.  Income  from  step  rent  provisions,   escalation  clauses,  capital
  improvement  funding provisions or other lease concessions in lease contracts,
  and lease rates  subject to  variation  based on changes in market  indexes or
  interest rates are recognized on a straight line basis.

  Direct finance leases
  Income  from  direct  financing  lease  transactions  is  reported  using  the
  financing method of accounting,  in which the Partnership's  investment in the
  leased  property is reported as a  receivable  from the lessee to be recovered
  through  future  rentals.  The  income  portion  of  each  rental  payment  is
  calculated so as to generate a constant  rate of return on the net  receivable
  outstanding.

  Notes receivable
  Income  from  notes  receivable  is  reported  using the  financing  method of
  accounting.  The  Partnership's  investment in notes receivable is reported as
  the present value of the future note payments. The income portion of each note
  payment is  calculated  so as to generate a constant rate of return on the net
  balance outstanding.

  Initial direct costs:

  The  Partnership   capitalizes   initial  direct  costs  associated  with  the
  acquisition  of lease  assets.  These  costs  are  amortized  over a five year
  period, which approximates average lease term, using a straight line method.

  Segment Reporting:

  The  Partnership  adopted the  provisions  of SFAS No. 131  Disclosures  about
  Segments of an Enterprise and Related  Information.  SFAS No. 131  establishes
  annual and interim standards for operating segments of a Partnership.  It also
  requires  entity-wide  disclosures  about the  products and services an entity
  provides,  the material countries in which it holds assts and reports revenue,
  and  its  major  customers.  The  Partnership  is not  organized  by  multiple
  operating segments for the purpose of making operating  decisions or assessing
  performance.  Accordingly the Partnership operates in one reportable operating
  segment in the United States.












                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)

  2. Organization and partnership matters:

  ATEL Cash  Distribution  Fund V, L.P. (the  Partnership)  was formed under the
  laws of the state of  California  on September  23,  1992,  for the purpose of
  acquiring  equipment to engage in equipment leasing and sales activities.  The
  Partnership may continue until December 31, 2013.

  Upon the sale of the minimum amount of Units of Limited  Partnership  interest
  (120,000 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 (AFS), an affiliated entity, acts as the General
Partner of the Partnership.

  The  Partnership  is in the  final  stage  of its  liquidation  and is  making
distributions on an annual basis.


  3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                     Balance                             Depreciation/    Reclassifi-cations         Balance
                                   December 31,                          Amortization                               March, 31,
                                       2004             Additions          Expense         & Dispositions              2005
                                       ----             ---------          --------          ------------              ----

Net investment in operating
<S>                              <C>                   <C>               <C>                  <C>                <C>
  leases                         $  12,146,968         $   156,329       $   (279,009)        $  (161,469)       $    11,862,819
Assets held for sale or
  lease, net of accumulated
  depreciation of $0 in 2005
  and $306,133 in 2004                 402,953                 -                     -            (54,953)               348,000
Initial direct costs, net of
  accumulated amortization of
  $222,186 in 2005 and
  $220,900 in 2004                       5,574                   -             (1,286)                                     4,288
                               ------------------    --------------    ----------------     ---------------    -----------------
                                 $  12,555,495         $   156,329       $   (280,295)        $  (216,422)       $    12,215,107
                               ==================    ==============    ================     ===============    =================
</TABLE>








                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)
3.       Investment in leases (continued):

  Management  periodically  reviews the carrying  values of its assets on leases
  and  assets  held for lease or sale.  Impairment  losses  are  recorded  as an
  addition to accumulated  depreciation of the impaired assets.  As of March 31,
  2005 and 2004, no assets were identified as impaired. Depreciation expense and
  impairment  losses on property subject to operating leases and assets held for
  lease or sale consist of the following for the three month periods ended March
  31:

                                              2005                  2004
                                              ----                  ----
  Depreciation expense                 $       279,009      $      306,081
                                       ================    ================

  Net investment in operating leases

  Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                          Balance December          Additions         Reclass-ifications    Balance March
                                                                    ---------
                                              31, 2004                                & Dispositions           31, 2005
                                                  ----                                  ------------               ----

<S>                                     <C>                      <C>                 <C>                  <C>
Transportation                          $       23,848,859       $     156,329       $    (271,682)       $     23,733,506
Manufacturing                                    1,470,000                   -                    -              1,470,000
Materials handling                                  36,024                   -                    -                 36,024
                                       ---------------------    ----------------    -----------------    -------------------
                                                25,354,883             156,329            (271,682)             25,239,530
Less accumulated depreciation                   (13,207,915)          (279,009)            110,213             (13,376,711)
                                       ---------------------    ----------------    -----------------    -------------------
                                        $       12,146,968       $     (122,680)     $    (161,469)       $     11,862,819
                                       =====================    ================    =================    ===================
</TABLE>

  At March 31, 2005,  the aggregate  amounts of future  minimum  lease  payments
under operating leases are as follows:

           Nine months ending December 31, 2005 $     1,637,908
                  Year ending December 31, 2006       1,923,541
                                           2007       1,481,929
                                           2008       1,145,899
                                           2009       1,142,749
                                           2010         483,700
                                                ---------------
                                                  $   7,815,726
                                                ===============

The Partnership  utilizes a straight line  depreciation  method for equipment in
all of the  categories  currently in its  portfolio of lease  transactions.  The
useful lives for investment in leases by category are as follows:

                  Equipment category                   Useful Life
                  ------------------                   -----------
                  Manufacturing                         10 - 20
                  Materials Handling                     7 - 10
                  Transportation                         7 - 10




                                       10
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (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 5.048% to 7.1%.  As of March 31, 2005,  the carrying  value of
  the pledged assets was approximately  $3,770,562 The notes mature from 2006 to
  2010.

  As of March 31, 2005,  future  minimum  payments of  non-recourse  debt are as
follows:

<TABLE>
<CAPTION>
                                         Principal            Interest            Total
<S>                                  <C>                  <C>                <C>
Nine months ending December 31, 2005 $        593,639     $      141,044     $       734,683
       Year ending December 31, 2006          705,716            152,625             858,341
                                2007          727,412            116,807             844,219
                                2008          764,994             79,226             844,220
                                2009          804,517             39,702             844,219
                                2010          347,362              4,396             351,758
                                     ----------------     --------------     ---------------
                                       $    3,943,640       $    533,800       $   4,477,440
                                     ================     ==============     ===============
</TABLE>


  5.  Related party transactions:

  The  terms of the  Limited  Partnership  Agreement  provide  that  AFS  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 AFS in  providing  administrative  services  to the  Partnership.
  Administrative  services  provided include  Partnership  accounting,  investor
  relations,  legal  counsel and lease and equipment  documentation.  AFS is not
  reimbursed  for  services  whereby it is entitled to receive a separate fee as
  compensation  for  such  services,  such as  acquisition  and  disposition  of
  equipment. Reimbursable costs incurred by AFS are allocated to the Partnership
  based upon an  estimated  time  incurred by employees  working on  Partnership
  business  and an  allocation  of rent and  other  costs  based on  utilization
  studies.

  Each of ATEL Leasing Corporation ("ALC"),  ATEL Equipment Corporation ("AEC"),
  ATEL  Investor  Services  ("AIS")  and  ATEL  Financial   Services  LLC  is  a
  wholly-owned  subsidiary of ATEL Capital  Group and performs  services for the
  Partnership.  Acquisition  services are performed for the  Partnership by ALC,
  equipment management,  lease administration and asset disposition services are
  performed by AEC, investor relations and communications services are performed
  by AIS and general  administrative  services for the Partnership are performed
  by AFS.

  Cost  reimbursements to the General Partner are based on costs incurred by AFS
  in performing  administrative  services for the Partnership that are allocated
  to each  Partnership  that AFS  manages  based  on  certain  criteria  such as
  existing or new leases, number of investors or equity depending on the type of
  cost  incurred.  AFS 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.







                                       11
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)


  5. Related party transactions (continued):

  Incentive  management  fees are computed as 5% of  distributions  of cash from
  operations,  as  defined  in  the  Limited  Partnership  Agreement.  Equipment
  management fees are 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.

  During the three  month  periods  ended  March 31,  2005 and 2004,  AFS and/or
  affiliates  earned  fees,  commissions  and  reimbursements,  pursuant  to the
  Limited Partnership Agreement, as follows:

<TABLE>
<CAPTION>
                                                                      2005              2004
                                                                      ----              ----

<S>                                                              <C>                   <C>
  Costs reimbursed to General Partner                            $        119,763      $    160,140
  Incentive and equipment management fees to General Partner               27,583            31,643
                                                               ------------------     -------------
                                                                 $        147,346      $    191,783
                                                               ==================     =============
</TABLE>

  The General  partner makes certain  payments to third parties on behalf of the
  Partnership  for  convenience  purposes.  During the three month periods ended
  March 31, 2005 and 2004, the General Partner made such payments of $45,710 and
  $29,748, respectively.

  6.  Partners' Capital:

  As of  March  31,  2005,  12,471,600  Units  ($124,716,000)  were  issued  and
  outstanding (in addition to the Units issued to the Initial Limited Partners).

  As defined in the Limited Partnership Agreement, the Partnership's Net Income,
  Net Losses,  and Tax Credits are to be allocated  99% to the Limited  Partners
  and 1% to AFS.

  Available Cash from  Operations and Cash from Sales and  Refinancing are to be
distributed as follows:

  First,  5% of  Distributions  of  Cash  from  Operations  to AFS as  Incentive
Management Fee.

  Second,  the balance to the Limited  Partners until the Limited  Partners have
  received Aggregate Distributions 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.

  Third, AFS will receive as Incentive Management Compensation, the following:

            (A) 10% of remaining Cash from Operations and

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

  Fourth, the balance to the Limited Partners.



                                       12
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                   (Unaudited)


  6.  Partners' Capital (continued):

  Distributions to the Limited Partners were as follows:

<TABLE>
<CAPTION>
                                                          Three Months
                                                         Ended March 31,
                                                    2005                2004
                                                    ----                ----
<S>                                            <C>                 <C>
  Distributions                                $       2,493,720   $       1,875,000
  Weighted average number of Units outstanding        12,471,600          12,471,600
  Weighted average distributions per Unit      $            0.20   $            0.15
</TABLE>


7. Guarantees

  The   Partnership   enters   into   contracts   that   contain  a  variety  of
  indemnifications.  The Partnership's maximum exposure under these arrangements
  is  unknown.  However,  the  Partnership  has not had  prior  claims or losses
  pursuant to these contracts and expects the risk of loss to be remote.

  In the normal course of business,  the  Partnership  enters into  contracts of
  various types,  including lease contracts,  contracts for the sale or purchase
  of lease assets, management contracts, loan agreements, credit lines and other
  debt facilities.  It is prevalent  industry practice for most contracts of any
  significant value to include provisions that each of the contracting parties -
  in  addition  to  assuming  liability  for  breaches  of the  representations,
  warranties,  and  covenants  that  are  part  of  the  underlying  contractual
  obligations  - also  assume  an  obligation  to  indemnify  and hold the other
  contracting party harmless for such breaches,  for harm caused by such party's
  gross  negligence and willful  misconduct,  including,  in certain  instances,
  certain costs and expenses arising from the contract.  The General Partner has
  substantial experience in managing similar leasing programs subject to similar
  contractual  commitments  in similar  transactions,  and the losses and claims
  arising from these commitments have been insignificant,  if any. Generally, to
  the extent these  contracts are  performed in the ordinary  course of business
  under the reasonable  business  judgment of the General Partner,  no liability
  will arise as a result of these provisions.  The General Partner has no reason
  to believe  that the facts and  circumstances  relating  to the  Partnership's
  contractual commitments differ from those it has entered into on behalf of the
  prior  programs  it has  managed.  The  General  Partner  knows of no facts or
  circumstances  that  would  make  the  Partnership's  contractual  commitments
  outside  standard  mutual  covenants  applicable  to  commercial  transactions
  between  businesses.   Accordingly,   the  Partnership   believes  that  these
  indemnification  obligations  are made in the  ordinary  course of business as
  part of standard  commercial  and industry  practice,  and that any  potential
  liability under the Partnership's  similar  commitments is remote.  Should any
  such   indemnification   obligation  become  payable,  the  Partnership  would
  separately record and/or disclose such liability in accordance with GAAP.






                                       13
<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-QSB,  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 form those  projected.  In particular,  economic
  recession and changes in general economic conditions,  including, fluctuations
  in demand for equipment, lease rates, and interest rates, may result in delays
  in investment and reinvestment, delays in leasing, re-leasing, and disposition
  of  equipment,  and reduced  returns on invested  capital.  The  Partnership's
  performance  is  subject  to  risks  relating  to  lessee   defaults  and  the
  creditworthiness  of its lessees.  The Fund's  performance  is also subject to
  risks  relating to the value of its equipment at the end of its leases,  which
  may be affected by the condition of the equipment,  technological obsolescence
  and the  markets  for new  and  used  equipment  at the  end of  lease  terms.
  Investors   are  cautioned   not  to  attribute   undue   certainty  to  these
  forward-looking  statements,  which  speak  only as of the  date of this  Form
  10-QSB.  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-QSB or to reflect the  occurrence  of  unanticipated  events,
  other than as required by law.

  Capital Resources and Liquidity

  The Partnership's  primary activity is to invest in leased  equipment.  In the
  first  quarters of 2005 and 2004,  the  Partnership's  main source of cash was
  rents from  operating  leases.  The  Partnership is in its  liquidation  phase
  therefore the primary source of cash flows for the  Partnership  going forward
  is expected to be from rents from operating  leases and proceeds from sales of
  equipment.  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 AFS's success in re-leasing or selling the equipment as
  it comes off lease.

  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.

  Through  March  31,  2005,  the  Partnership  had  borrowed  $62,498,578  on a
  non-recourse basis with remaining unpaid balances of $3,943,640.  Non-recourse
  debt payments match the rental income received from the underlying  leases and
  therefore do not represent cash outflows for the  Partnership.  Borrowings are
  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.  Refer to Note
  4 in the notes to the financial statements in Item 1.

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

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





  Cash Flows

  In the first  quarters of 2005 and 2004, the  Partnership's  primary source of
  cash from  operations  was operating  lease rents.  Operating  lease  revenues
  increased by $81,832,  due to a renewal of an existing  lease at a higher rate
  for a fixed term.  The  Partnership  also invested  $156,329  during the first
  quarter of 2005 on these assets to improve their condition and to extend their
  useful lives.



                                       14
<PAGE>

  The  primary  source of cash  flows  from  investing  activities  in the first
  quarter  of 2005 was  proceeds  from  sale of  assets  of  $165,641  offset by
  investments  in  equipment on operating  lease which was the  improvements  on
  existing rail portfolio.  In the first quarter of 2004 the main source of cash
  flows  from  investing   activities  was  direct  finance  lease  rents,   the
  Partnership  did not have any  investments in direct finance leases during the
  first quarter of 2005.

  In the first three  months  ended for 2005 and 2004,  the main reason for cash
  used in  financing  activities  was  distributions  to limited  partners.  The
  Partnership  is in the  final  stages of its  liquidation  phase and is making
  distributions  on an annual  basis.  The  distributions  are made each year in
  January based on the prior year operations.  Distributions are not expected to
  be  consistent  from one year to another as the  sources of cash flows will be
  based on equipment sales and other non recurring  factors.  As a result of the
  new  non-recourse  debt that was entered  into in the second  quarter of 2004,
  debt repayments have increased slightly in 2005.


  Results of operations

  First quarter operations  resulted in net income of $136,225 in 2005, compared
to a net income of $14,749 in 2004.

  Operating lease revenues increased to $706,942 in 2005 as compared to $625,110
  in 2004 due to the renewal of one railcar lease.  There were no direct finance
  leases in 2005 and  therefore  there were no  revenues  in  relation  to these
  leases.

  Gain on sale of assets has  increased  to $69,219 in 2005 from  $8,825 in 2004
  due to more asset sales in 2005.  Proceeds  from sales of lease assets are not
  expected to be consistent  from one period to another.  The  Partnership  is a
  finite life equipment leasing fund, which acquired leasing transactions during
  the period ending six years after  completion of its public  offering.  On the
  termination  of leases,  assets may be re-leased or sold.  Sales of assets are
  not scheduled and are created by  opportunities  within the  marketplace.  The
  Partnership  acquired and leased a wide variety of assets. Some assets will be
  expected to have little or no value upon  termination  of the related  leases,
  while others will be expected to have  substantial  value for re-lease or sale
  upon  termination of the initial leases,  and the anticipated  residual values
  are a key  factor  in  pricing  and  terms  structured  for  each  lease.  The
  Partnership's  goal is to seek  maximum  return on its leased  assets and will
  determine  when and under what terms to dispose such assets  during the course
  of its term.

  Depreciation  expense decreased to $279,009 in 2005 from $306,081 on 2004 as a
  result of sales of operating lease assets during 2004. Cost  reimbursements to
  the General Partner have decreased due to reduced activity in the Partnership.
  Interest  expense  increased by $29,361 to $51,226 from $21,865 in 2004 due to
  the non recourse debt entered into in the second quarter of 2004.

  Item 3.  Controls and procedures.

  Evaluation of disclosure controls and procedures

  Under the  supervision  and with the  participation  of our  management  (ATEL
  Financial  Services,  LLC as General Partner of the registrant,  including the
  chief  executive  officer and chief financial  officer),  an evaluation of the
  effectiveness  of the design and  operation  of the  Partnership's  disclosure
  controls and procedures [as defined in Rules 13a-15(e) and 15d-15(e) under the
  Securities  Exchange Act of 1934] was  performed  as of March 31, 2005.  Based
  upon this  evaluation,  the chief  executive  officer and the chief  financial
  officer 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.



                                       15
<PAGE>

  As  disclosed  in the  Partnership's  annual  report on Form 10-K for the year
  ended December 31, 2003, the chief  executive and chief  financial  officer of
  the  General  Partner  had  identified  certain  enhanced  controls  needed to
  facilitate a more effective closing of the Partnership's financial statements.
  Specifically,  the  Partnership's  auditors  advised  management of a material
  weakness surrounding the financial statement closing process that they believe
  arose because  ATEL's  accounting  resources were not adequate to complete the
  closing  of the books and  preparation  of  financial  statements  in a timely
  manner.  However,  it should be noted that the financial  statements  for that
  period  were  nevertheless  issued  with an  unqualified  opinion.  Since  the
  beginning of 2004, ATEL hired a new corporate controller,  added two assistant
  controllers and additional accounting staff personnel,  and has instituted new
  procedures or revised  existing  procedures  to ensure that the  Partnership's
  ability to execute internal  controls in accounting and  reconciliation in the
  closing process is adequate in all respects.  In connection with  management's
  review of the effectiveness of internal  disclosure controls and procedures of
  the  Partnership  as of  March  31,  2005,  including  communication  with its
  auditors  regarding the audit process,  ATEL management has determined that it
  has successfully  taken all steps necessary to resolve any outstanding  issues
  with respect to its annual  financial  statement  closing process and that its
  accounting  resources  are  adequate to perform  this  process in a timely and
  accurate manner. In connection with their audit of the Partnership and related
  programs for the year ended  December 31, 2004,  the  independent  accountants
  issued a no material  weakness  letter  which  indicates  that no matters were
  noted involving internal control and its operation that the auditor considered
  to be  material  weaknesses  as  defined  by  the  Public  Company  Accounting
  Oversight Board (United States). Furthermore, all financial statements for the
  Partnership  and  related  programs  for 2004  were  issued  with  unqualified
  opinions of the independent accountants.  The General Partner will continue to
  review  its   accounting   procedures   and   practices  to  determine   their
  effectiveness  and adequacy  and will take any steps  deemed  necessary in the
  opinion of the General Partner's chief executive and chief financial  officers
  to ensure the adequacy of the Partnership's disclosure and accounting controls
  and procedures.

  The General Partner's chief executive officer and chief financial officer have
  determined  that  no  weakness  in  financial  and  accounting   controls  and
  procedures  had any material  effect on the accuracy and  completeness  of the
  Partnership's financial reporting and disclosure included in this report.

  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,  except as described in the
  prior paragraphs.









                                       16
<PAGE>

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings.

In the ordinary  course of  conducting  business,  there may be certain  claims,
suits,  and  complaints  filed  against  the  Partnership.  In  the  opinion  of
management, the outcome of such matters, if any, will not have a material impact
on the Partnership's  financial  position or results of operations.  No material
legal  proceedings are currently  pending against the Partnership or against any
of its assets. Below is a discussion of legal matters involving the Partnership;

Railroad  Technology  Corporation  ("RTC")  was  engaged by the  Partnership  to
perform  remarketing of certain rail car assets. The dispute involves the amount
that is due under the contract and how that amount is to be determined.  RTC has
filed a claim for  $1,131,254.  The General Partner  believes,  as a result of a
cross-complaint  for breach of  fiduciary  duty,  that the amount owed under the
contract is  approximately  $0 to $250,000  and has  recorded a liability in the
financial statements in 2004.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

           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.

     Documents filed as a part of this report

      1.   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.

      2.   Other Exhibits

               31.1 Certification of Paritosh K. Choksi

               31.2 Certification of Dean L. Cash

               32.1 Certification  Pursuant to 18 U.S.C. section 1350 of Dean L.
               Cash

               32.2 Certification Pursuant to 18 U.S.C. section 1350 of Paritosh
               K. Choksi




                                       17
<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, 2005


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




                                           By: ATEL Financial Services LLC
                                               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




By:      /s/ Elif A Kuvvetli________
         Elif A Kuvvetli
         Vice President and
         Corporate Controller






                                       18
<PAGE>