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 September 30, 1997

         |_|    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




<PAGE>

                          Part I. FINANCIAL INFORMATION

                       Item 1: Financial Statements.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                   (Unaudited)

                                     ASSETS


                                                   1997              1996
                                                   ----              ----
Cash                                                 $500,020        $1,917,349

Accounts receivable                                 2,238,644         2,889,713

Other assets                                                -            10,000

Investments in leases                             111,251,756       125,729,656
                                             ----------------- -----------------
                                                 $113,990,420      $130,546,718
                                             ================= =================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $40,800,146       $41,496,203
Line of credit                                      2,000,000         9,921,190
Accounts payable
     Equipment purchases                              311,100           464,604
     General Partner                                  317,036           295,705
     Other                                            254,530           284,929
Accrued interest                                      220,826           232,808
Unearned lease income                                 843,502         1,305,596
                                             ----------------- -----------------
Total liabilities                                  44,747,140        54,001,035

Partners' capital:
     General Partner                                   81,141            51,087
     Limited Partners                              69,162,139        76,494,596
                                             ----------------- -----------------
Total partners' capital                            69,243,280        76,545,683
                                             ----------------- -----------------
Total liabilities and partners' capital          $113,990,420      $130,546,718
                                             ================= =================

                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                  Three Months Ended
                                                                     September 30,                      September 30,
                                                                     -------------                      -------------
                                                                1997              1996              1997              1996
                                                                ----              ----              ----              ----
Revenues:
Leasing activities:
<S>                                                            <C>               <C>                <C>               <C>       
   Operating leases                                            $15,284,337       $15,657,716        $5,166,745        $5,295,942
   Direct financing leases                                       2,129,846         2,307,810           684,302           750,371
   Leveraged leases                                                121,120           133,133            40,373            45,256
   Gain on sales of assets                                         261,179           944,993            74,077           807,692
Interest income                                                     27,657            33,621             6,116            11,666
Other                                                               11,138            40,745             7,235            24,715
                                                           ---------------- ----------------- ----------------- -----------------
                                                                17,835,277        19,118,018         5,978,848         6,935,642
Expenses:
Depreciation and amortization                                    9,978,846        11,749,993         3,135,265         3,806,160
Management fees                                                  1,157,564         1,278,434           335,806           415,742
Interest                                                         2,747,570         2,912,991           862,310           988,625
Administrative cost reimbursements                                 304,646           324,503           133,031           123,390
Provision for losses                                               118,564           192,824                 -            71,000
Other                                                              522,721           393,861           175,474           184,156
                                                           ---------------- ----------------- ----------------- -----------------
                                                                14,829,911        16,852,606         4,641,886         5,589,073
                                                           ---------------- ----------------- ----------------- -----------------
Income before extraordinary item                                 3,005,366         2,265,412         1,336,962         1,346,569
Extraordinary gain on early extinguishment of debt                       -           160,955                 -           160,955
                                                           ---------------- ----------------- ----------------- -----------------
Net income                                                      $3,005,366        $2,426,367        $1,336,962        $1,507,524
                                                           ================ ================= ================= =================


Net income:
     General Partner                                               $30,054           $24,264           $13,370           $15,075
     Limited Partners                                            2,975,312         2,402,103         1,323,592         1,492,449
                                                           ---------------- ----------------- ----------------- -----------------
                                                                $3,005,366        $2,426,367        $1,336,962        $1,507,524
                                                           ================ ================= ================= =================

Income before extraordinary item per limited
   partnership unit                                                  $0.24             $0.18             $0.11             $0.11
Extraordinary gain on early extinguishment of
   debt per limited partnership unit                                  -                 0.01              -                 0.01
                                                           ---------------- ----------------- ----------------- -----------------
Net income per Limited Partnership unit                              $0.24             $0.19             $0.11             $0.12
                                                           ================ ================= ================= =================

Weighted average number of units outstanding                    12,497,000        12,497,000        12,497,000        12,497,517

</TABLE>



                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 1997
                                   (Unaudited)

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

<S>                                    <C>              <C>                   <C>           <C>        
Balance December 31, 1996              12,497,000       $76,494,596           $51,087       $76,545,683
Distributions to limited partners                       (10,307,769)                -       (10,307,769)
Net income                                                2,975,312            30,054         3,005,366
                                  ---------------- ----------------- ----------------- -----------------
Balance September 30, 1997             12,497,000       $69,162,139           $81,141       $69,243,280
                                  ================ ================= ================= =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1997 AND 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                  Three Months Ended
                                                                     September 30,                      September 30,
                                                                     -------------                      -------------
                                                                1997              1996              1997              1996
                                                                ----              ----              ----              ----
Operating activities:
<S>                                                             <C>              <C>                <C>               <C>      
Net income                                                      $3,005,366        $2,426,367        $1,336,962        $1,507,524
Adjustments to reconcile net income to net cash
     provided by operations
   Depreciation and amortization                                 9,978,846        11,749,993         3,135,265         3,806,160
   Leveraged lease income                                                -                 -
   Gain on sale of assets                                         (261,179)         (944,993)          (74,077)         (807,692)
   Provision for losses                                            118,564           192,824                 -            71,000
   Extraordinary gain on early extinguishment of
      non-recourse debt                                                  -          (160,955)                -          (160,955)
Changes in operating assets and liabilities:
      Accounts receivable                                          651,069           112,243          (389,982)        1,067,855
      Other assets                                                  10,000                 -                 -                 -
      Accounts payable, General Partner                             21,331          (610,690)           91,042           101,886
      Accounts payable, other                                      (30,399)          279,605           (36,415)          466,557
      Unearned lease income                                       (462,094)         (152,998)          (82,396)          (17,380)
      Accrued interest                                             (11,982)         (132,991)           (5,546)          (28,136)
      Deposits due to lessees                                            -          (627,508)                -          (124,235)
                                                           ---------------- ----------------- ----------------- -----------------
Net cash provided by operating activities                       13,019,522        12,130,897         3,974,853         5,882,584
                                                           ---------------- ----------------- ----------------- -----------------

Investing activities:
Purchase of equipment on operating leases                         (153,504)      (16,685,908)                -           397,754
Purchase of equipment on direct financing leases                   (33,022)       (3,608,007)                -        (2,267,692)
Reductions in investment in direct financing leases              2,914,966         2,809,303           802,218           271,884
Reductions in investment in leveraged leases                       236,190           265,995           115,622           124,678
Payments of initial direct lease costs to General
   Partner                                                               -          (147,072)                -            (9,051)
Proceeds from sales of assets                                    1,523,535         5,849,124           427,991         5,601,636
                                                           ---------------- ----------------- ----------------- -----------------
Net cash (used in) provided by investing
   activities                                                    4,488,165       (11,516,565)        1,345,831         4,119,209
                                                           ---------------- ----------------- ----------------- -----------------


</TABLE>

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1997 AND 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                 Three Months Ended
                                                                      September 30,                     September 30,
                                                                     -------------                      -------------
                                                                1997              1996              1997              1996
                                                                ----              ----              ----              ----
<S>                                                            <C>              <C>                <C>               <C>      
Financing activities:
Proceeds of non-recourse debt                                    5,092,723        30,773,576                 -         6,459,485
Borrowings under line of credit                                          -        19,596,000                 -         1,500,000
Repayments of non-recourse debt                                 (5,788,780)       (6,470,864)       (2,228,261)       (3,230,704)
Repayment of line of credit                                     (7,921,190)      (35,966,233)       (1,200,000)      (11,265,026)
Limited partnership units repurchased                                    -            (5,512)                -            (4,293)
Distributions to limited partners                              (10,307,769)      (10,236,671)       (3,436,773)       (3,436,692)
Net cash (used in) provided by financing
   activities                                                  (18,925,016)       (2,309,704)       (6,865,034)       (9,977,230)
                                                           ---------------- ----------------- ----------------- -----------------
Net (decrease) increase in cash and cash
   equivalents                                                  (1,417,329)       (1,695,372)       (1,544,350)           24,563
Cash and cash equivalents at beginning
   of period                                                     1,917,349         2,401,318         2,044,370           681,383
                                                           ---------------- ----------------- ----------------- -----------------
Cash and cash equivalents at end of period                        $500,020          $705,946          $500,020          $705,946
                                                           ================ ================= ================= =================


Supplemental disclosure of cash flow information:

Cash paid for interest during period                            $2,759,552        $3,045,982          $867,856        $1,016,761
                                                           ================ ================= ================= =================

Supplemental disclosure of non-cash transactions:

Leveraged lease assets reclassified to operating
   lease assets                                                   $902,362
                                                           ================
Operating lease assets reclassified to direct
   financing lease assets                                                         $2,025,000
                                                                            =================
Operating lease assets reclassified to assets held
   for sale or lease                                               $76,858
                                                           ================
Gain on extinguishment of non-recourse debt                                         $160,955                            $160,955
                                                                            =================                   =================
</TABLE>

                             See accompanying notes.









<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997
                                   (Unaudited)


1.  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 Fund or the General Partner on behalf
of the Fund, will incur costs in connection with the organization,  registration
and  issuance  of the Units.  The amount of such costs to be born by the Fund is
limited by certain provisions in the Agreement of Limited Partnership.

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


3. Investment in leases:

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

<TABLE>
<CAPTION>
                                                                              Depreciation
                                                                               Expense or         Reclass-
                                           December 31,                       Amortization      ifications &     September 30,
                                               1996           Additions        of Leases        Dispositions          1997
                                               ----           ---------        ---------      - -------------         ----
<S>                                          <C>                  <C>           <C>                <C>              <C>         
Net investment in operating leases            $87,312,105                        ($9,287,536)         ($76,569)      $77,948,000
Net investment in direct financing
   leases                                      30,648,362          $33,022        (2,914,966)                -        27,766,418
Net investment in leveraged leases              4,312,287                -          (236,190)       (1,107,375)        2,968,722
Residual value interests                          835,760                -                 -                 -           835,760
Equipment held for sale or lease                  154,758                -            (3,209)          (78,412)           73,137
Initial direct costs, net of
   accumulated amortization of
   $2,747,408 in 1997 and
   $2,029,792 in 1996.                          2,964,682                -          (688,101)                -         2,276,581
Reserve for losses                               (498,298)        (118,564)                -                 -          (616,862)
                                         ----------------- ---------------- ----------------- ----------------- -----------------
                                             $125,729,656         ($85,542)     ($13,130,002)      ($1,262,356)     $111,251,756
                                         ================= ================ ================= ================= =================
</TABLE>


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997
                                   (Unaudited)


3. Investments in leases (continued):

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1996,
acquisitions  and  dispositions  during the quarters ended March 31, June 30 and
September 30, 1997 and as of September 30, 1997.

<TABLE>
<CAPTION>
                                           December 31,      Acquisitions, Dispositions & Reclassifications        September 30,
                                               1996          1st Quarter      2nd Quarter       3rd Quarter           1997
                                               ----          -----------      -----------       -----------           ----
<S>                                           <C>              <C>               <C>               <C>               <C>        
Transportation                                $41,681,813         $695,137         ($796,499)                        $41,580,451
Construction                                   24,075,113                -                 -          ($61,544)       24,013,569
Materials handling                             18,057,102         (157,462)                -           (13,223)       17,886,417
Mining                                         15,164,692                -                 -                 -        15,164,692
Furniture and fixtures                          7,109,796                -                 -                 -         7,109,796
Manufacturing                                   3,475,585                -                 -                 -         3,475,585
Office automation                               2,378,155           (3,736)                -                 -         2,374,419
Printing                                        2,325,000                -                 -                 -         2,325,000
Food processing                                 1,826,162                -                 -                 -         1,826,162
Other                                             283,412                -          (283,412)                -                 -
                                         ----------------- ---------------- ----------------- ----------------- -----------------
                                              116,376,830          533,939        (1,079,911)          (74,767)      115,756,091
Less accumulated depreciation                 (29,064,725)      (3,106,208)       (2,714,305)       (2,922,853)      (37,808,091)
                                         ----------------- ---------------- ----------------- ----------------- -----------------
                                              $87,312,105      ($2,572,269)      ($3,794,216)      ($2,997,620)      $77,948,000
                                         ================= ================ ================= ================= =================
</TABLE>

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

At September 30, 1997,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                                             Direct
                                          Operating        Financing           Total
                                          ---------        ---------           -----
<S>                                        <C>               <C>               <C>       
Three months ending December 31, 1997       $3,799,715        $2,965,678        $6,765,393
        Year ending December 31, 1998        9,348,753         5,524,309        14,873,062
                                 1999        8,863,376         4,978,411        13,841,787
                                 2000        5,786,660         3,890,907         9,677,567
                                 2001        3,940,291         3,017,642         6,957,933
                           Thereafter        9,061,351         9,283,834        18,345,185
                                       ---------------- ----------------- -----------------
                                           $40,800,146       $29,660,781       $70,460,927
                                       ================ ================= =================
</TABLE>


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997
                                   (Unaudited)


3. Investments in leases (continued):

Direct financing leases:

The following  lists the  components of the  
  Partnership's  investment in direct
  financing leases as of September 30, 1997.

Total minimum lease payments receivable             $29,660,781
Estimated residual values of leased equipment
  (unguaranteed)                                      8,939,339
                                               -----------------
Investment in direct financing leases                38,600,120
Less unearned income                                (10,833,702)
                                               -----------------
Net investment in direct financing leases           $27,766,418
                                               =================


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
8% to 13.3%.

Future minimum principal  payments of non-recourse debt as of September 30, 1997
are as follows:

<TABLE>
<CAPTION>
                                          Principal         Interest           Total
                                          ---------         --------           -----
<S>                                        <C>                 <C>             <C>       
Three months ending December 31, 1997       $2,271,810          $798,565        $3,070,375
        Year ending December 31, 1998        9,355,769         2,741,237        12,097,006
                                 1999        7,348,292         2,035,620         9,383,912
                                 2000        5,562,189         1,482,702         7,044,891
                                 2001        4,458,364         1,052,839         5,511,203
                           Thereafter       11,803,722         4,709,263        16,512,985
                                       ---------------- ----------------- -----------------
                                           $40,800,146       $12,820,226       $53,620,372
                                       ================ ================= =================
</TABLE>


5.  Related party transactions:

The terms of the  Agreement  of Limited  Partnership  provide  that the  General
Partner  and/or  Affiliates  are entitled to receive  certain fees for equipment
acquisition,  management and resale and for management of the  Partnership.  The
amounts  above  are  gross  amounts  incurred  by  the  General  Partner  and/or
affiliates,  including  commissions to  broker-dealers  for the sales of Limited
Partnership Units.

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

                                                1997              1996
                                                ----              ----
Equipment and incentive management fees         $1,157,564        $1,278,434

Reimbursement of other syndication costs                 -            89,138

Acquisition  fees equal to 3.5% of the 
equipment  purchase price, for evaluating
and  selecting  equipment to be acquired 
(not to exceed  approximately  4.75% of
Gross

Proceeds, included in investments in 
leases in the balance sheet)                             -           832,331
                                          ----------------- -----------------
                                                $1,157,564        $2,199,903
                                          ================= =================

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997
                                   (Unaudited)


6. Partner's capital:

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

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

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

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

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

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

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

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

     Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1998.  The  agreement  includes an
acquisition  facility to be used by the  Partnership  and  Affiliates 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.

At September 30, 1997, the  Partnership  had $2,000,000 of borrowings  under the
line of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of September
30, 1997.

<PAGE>

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

Capital Resources and Liquidity

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  September  30,  1997,  the  Partnership  had  borrowed  $56,593,183.  The
remaining unpaid balance as of that date was $40,800,146.  Long-term  borrowings
are to be  non-recourse  to the  Partnership,  that is, the only recourse of the
lender will be to the equipment or corresponding  lease acquired or secured with
the loan proceeds.  The General Partner expects that aggregate borrowings in the
future will be approximately 40% of aggregate  equipment cost. In any event, the
Agreement of Limited Partnership limits such borrowings to 40% of the total cost
of equipment, in aggregate.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on October 28, 1998.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment. As of September 30, 1997, there were no
such commitments.

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

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

In 1997, the Partnership's most significant source of cash was lease rents.

Cash flows - 1997 vs. 1996:

In both 1997 and 1996, the Partnership's  primary source of operating cash flows
was  operating  lease rents.  Lease rents have  decreased by $563,356  (3%) as a
result of asset sales over the last year.

In 1997,  the largest  source of cash from  investing  activities was rents from
direct  financing  leases.  In 1996 the  largest  source of cash from  investing
activities  was the proceeds  from sales of lease assets.  In 1996,  lease rents
from  direct  financing  and  leveraged  lease   transactions  also  provided  a
significant amount of cash flows.

In 1997 and 1996, the only financing sources of cash were borrowings,  either as
the proceeds of  non-recourse  debt (1997 and 1996) or as borrowings on the line
of credit (1996).



<PAGE>

Results of operations - 1997 vs. 1996

Operating leases are the Partnership's primary source of revenues. Such revenues
decreased by $373,379  (2%) compared to 1996.  The decrease  resulted from asset
sales over the last year.  Depreciation expense is directly related to operating
lease assets and has also decreased  compared to 1996 as a result of these asset
sales.  Management  fees  are  based  on  the  Partnership's  revenues  and  its
distributions  to the  Limited  Partners.  As a result of the  decrease in lease
revenues,  management  fees have declined  compared to 1996.  Debt balances have
been reduced by scheduled debt payments and this has resulted in the decrease of
$165,421 in interest expense compared to 1996.


<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,  September 30, 1997 and December
                31, 1996.

             Income  statements  for the nine and three  month
                periods ended September 30, 1997 and 1996.

             Statement of changes in partners' capital for the
                nine months ended September 30, 1997.

             Statements  of cash  flows for the nine and three
                month  periods  ended  September  30, 1997 and
                1996.

             Notes to the Financial Statements

          2. Financial Statement Schedules

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

        (b)  Report on Form 8-K
             None

<PAGE>

                                   SIGNATURES


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

Date:
November 12, 1997

                       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/  F. RANDALL BIGONY
                 -----------------------------------
                 F. Randall Bigony
                 Principal financial officer of
                 registrant




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