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 June 30, 2003

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

                        Commission File Number 000-23842

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

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

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

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

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

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

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

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

The number of Limited  Partnership  Units  outstanding  as of June 30,  2003 was
12,471,600

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).




                                       2
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 2003 AND DECEMBER 31, 2002
                                   (Unaudited)


                                     ASSETS

                                                    2003             2002
Cash and cash equivalents                          $ 1,079,281      $ 3,806,560

Accounts receivable, net of allowance for
   doubtful accounts of $115,285 in
   2003 and $75,285 in 2002                            614,965          420,737

Investments in leases                               13,825,003       15,647,718
                                              ----------------- ----------------
Total assets                                       $15,519,249      $19,875,015
                                              ================= ================

                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                    $ 398,914        $ 667,460

Accounts payable:
   General Partner                                      53,027          115,390
   Other                                               234,257          195,877
Accrued interest expense                                 2,360            3,603
Unearned operating lease income                         74,140           27,680
                                              ----------------- ----------------
Total liabilities                                      762,698        1,010,010
Partners' capital:
     General Partner                                   196,197          202,907
     Limited Partners                               14,560,354       18,662,098
                                              ----------------- ----------------
Total partners' capital                             14,756,551       18,865,005
                                              ----------------- ----------------
Total liabilities and partners' capital            $15,519,249      $19,875,015
                                              ================= ================






                             See accompanying notes.



                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Six Months                         Three Months
                                                       Ended June 30,                      Ended June 30,
Revenues:                                           2003             2002              2003             2002
Leasing activities:
<S>                                                <C>              <C>                 <C>            <C>
   Operating leases                                $ 1,381,010      $ 2,758,354         $ 785,766      $ 1,354,586
   Direct financing leases                             166,586          218,710            78,401          106,153
   Gain on sales of assets                              93,987           96,948            29,852           11,513
   Leverage leases                                       2,356            9,950                 -             (894)
Interest income                                         12,844            2,737             5,901            1,419
Bankruptcy settlement                                        -        1,954,952                 -        1,954,952
Other                                                   10,299            4,499             9,296            2,760
                                              ----------------- ---------------- ----------------- ----------------
                                                     1,667,082        5,046,150           909,216        3,430,489
Expenses:
Depreciation and amortization                          753,256        2,030,927           356,355          996,079
Impairment losses                                      543,426                -                 -                -
Cost reimbursements to General Partner                 357,723          349,551           210,283          161,303
Railcar maintenance                                    276,029           60,917           119,774           (7,847)
Equipment and incentive management fees
  to General Partner                                    64,041          121,403            31,545           60,515
Professional fees                                       63,001           98,415            42,369           62,093
Provision for doubtful accounts                         40,000                -            30,000                -
Interest expense                                        16,921          504,947             7,288          241,017
Other                                                  223,640          216,247           146,941          155,529
                                              ----------------- ---------------- ----------------- ----------------
                                                     2,338,037        3,382,407           944,555        1,668,689
                                              ----------------- ---------------- ----------------- ----------------
Net (loss) income                                   $ (670,955)     $ 1,663,743         $ (35,339)     $ 1,761,800
                                              ================= ================ ================= ================

Net (loss) income:
   General Partner                                    $ (6,710)        $ 16,637            $ (353)        $ 17,618
   Limited Partners                                   (664,245)       1,647,106           (34,986)       1,744,182
                                              ----------------- ---------------- ----------------- ----------------
                                                    $ (670,955)     $ 1,663,743         $ (35,339)     $ 1,761,800
                                              ================= ================ ================= ================

Net (loss) income per Limited Partnership Unit          ($0.05)           $0.13            ($0.00)           $0.14
Weighted average number of Units outstanding        12,471,600       12,485,050        12,471,600       12,473,100
</TABLE>

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                                SIX MONTH PERIOD
                               ENDED JUNE 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Limited Partners      General
                                       Units            Amount           Partner            Total
<S>                                     <C>             <C>                 <C>            <C>
Balance December 31, 2002               12,471,600      $18,662,098         $ 202,907      $18,865,005
Distributions to limited partners                -       (3,437,499)                -       (3,437,499)
Net loss                                         -         (664,245)           (6,710)        (670,955)
                                  ----------------- ---------------- ----------------- ----------------
Balance June 30, 2003                   12,471,600      $14,560,354         $ 196,197      $14,756,551
                                  ================= ================ ================= ================
</TABLE>

                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months                         Three Months
                                                                  Ended June 30,                      Ended June 30,
                                                               2003             2002              2003             2002
Operating activities:
<S>                                                            <C>             <C>                 <C>            <C>
Net loss                                                       $ (670,955)     $ 1,663,743         $ (35,339)     $ 1,761,800
Adjustment to reconcile net loss to cash
   provided by operating activities:
   Impairment losses                                              543,426                -                 -                -
   Provision for doubtful accounts                                 40,000                -            30,000                -
   Depreciation and amortization                                  753,256        2,030,927           356,355          996,079
   Gain on sales of lease assets                                  (93,987)         (96,948)          (29,852)         (11,513)
   Leveraged lease income                                          (2,356)          (9,950)                -              894
   Changes in operating assets and liabilities:
      Accounts receivable                                        (234,228)         616,209          (112,972)         541,497
      Accounts payable, General Partner                           (62,363)         445,256            31,545          392,890
      Accounts payable, other                                      38,380          (41,782)           50,899         (290,699)
      Accrued interest expense                                     (1,243)          (5,510)             (207)          (2,030)
      Unearned operating lease income                              46,460          (52,390)           46,012            6,103
                                                         ----------------- ---------------- ----------------- ----------------
Net cash provided by operations                                   356,390        4,549,555           336,441        3,395,021
                                                         ----------------- ---------------- ----------------- ----------------

Investing activities:
Proceeds from sales of lease assets                               358,877          458,003           208,328           66,153
Reduction of net investment in direct
  financing leases                                                217,131          794,743           109,099          357,808
Reduction of net investment in leveraged leases                    46,368                -                 -          (21,688)
                                                         ----------------- ---------------- ----------------- ----------------
Net cash provided by investing activities                         622,376        1,252,746           317,427          402,273
                                                         ----------------- ---------------- ----------------- ----------------

Financing activities:
Distributions to Limited Partners                              (3,437,499)      (1,088,393)       (1,562,495)               -
Repayments of non-recourse debt                                  (268,546)      (1,683,177)          (94,462)        (275,905)
Repayments of borrowings under line of credit                           -       (3,000,000)                -       (2,000,000)
Proceeds of non-recourse debt                                           -                -                 -         (759,436)
Repurchase of limited partnership units                                 -          (44,036)                -          (44,036)
Borrowings under line of credit                                         -          500,000                 -                -
                                                         ----------------- ---------------- ----------------- ----------------
Net cash used in financing activities                          (3,706,045)      (5,315,606)       (1,656,957)      (3,079,377)
                                                         ----------------- ---------------- ----------------- ----------------

Net (decrease) increase in cash and
  cash equivalents                                             (2,727,279)         486,695        (1,003,089)         717,917
Cash and cash equivalents at
  beginning of period                                           3,806,560          443,772         2,082,370          212,550
                                                         ----------------- ---------------- ----------------- ----------------

Cash and cash equivalents at
  end of period                                               $ 1,079,281        $ 930,467       $ 1,079,281        $ 930,467
                                                         ================= ================ ================= ================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                         $ 16,921        $ 510,457           $ 6,252        $ 243,047
                                                         ================= ================ ================= ================
</TABLE>

                             See accompanying notes.


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


1.  Summary of significant accounting policies:

Basis of presentation:

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


2.  Organization and partnership matters:

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

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

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

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


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                            Depreciation
                                           Balance                           Expense and                          Balance
                                        December 31,        Impairment      Amortization    Reclassifications    June 30,
                                            2002              Losses          of Leases      & Dispositions        2003
Net investment in operating
<S>                                        <C>                 <C>              <C>               <C>             <C>
   leases                                  $ 13,484,449        $ (543,426)      $ (738,686)       $ (558,754)     $11,643,583
Net investment in direct
   financing lease                            1,180,081                 -         (217,131)          (69,998)         892,952
Net investment in leveraged
   leases                                       140,012                 -          (44,012)                -           96,000
Assets held for sale or lease                 3,523,627                 -                -        (2,348,826)       1,174,801
Reserve for losses                           (2,712,688)                -                -         2,712,688                -
Initial direct costs, net of
   accumulated amortization of
   $208,807 in 2003 and $544,354 in
   2002                                          32,237                 -          (14,570)                -           17,667
                                      ------------------ ----------------- ---------------- ----------------- ----------------
                                           $ 15,647,718        $ (543,426)     $(1,014,399)       $ (264,890)     $13,825,003
                                      ================== ================= ================ ================= ================
</TABLE>


                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)

3.  Investment in leases (continued):

Operating leases:

Property subject to operating leases consists of the following:

<TABLE>
<CAPTION>
                                           Balance                                         Reclassifications &    Balance
                                        December 31,        Impairment                       Dispositions        June 30,
                                            2002              Losses         1st Quarter      2nd Quarter          2003
<S>                                        <C>                        <C>      <C>               <C>              <C>
Transportation                             $ 20,593,171               $ -      $ 4,474,108       $(1,820,536)     $23,246,743
Manufacturing                                 2,666,354                 -                -        (1,046,404)       1,619,950
Construction                                  2,172,807                 -                -          (594,719)       1,578,088
Materials handling                               49,550                 -          (49,550)                -                -
                                      ------------------ ----------------- ---------------- ----------------- ----------------
                                             25,481,882                 -        4,424,558        (3,461,659)      26,444,781
Less accumulated depreciation               (11,997,433)         (543,426)      (5,354,347)        3,094,008      (14,801,198)
                                      ------------------ ----------------- ---------------- ----------------- ----------------
                                           $ 13,484,449        $ (543,426)      $ (929,789)       $ (367,651)     $11,643,583
                                      ================== ================= ================ ================= ================
</TABLE>

In 2003,  there were charges to net income for  impairments  of operating  lease
assets in the amount of $543,426.  The charges  related to covered  grain hopper
cars on lease  to  various  lessees.  The  impairment  resulted  from  decreased
estimated cash flows expected to be generated by the assets over their remaining
lives.

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

Direct financing leases:

As of June 30, 2003,  investment in direct  financing  leases consists of mining
equipment.  The following  lists the  components of the Company's  investment in
direct financing leases as of June 30, 2003:

Total minimum lease payments receivable                           $ 1,125,000
Estimated residual values of leased equipment (unguaranteed)              401
                                                                 -------------
Investment in direct financing leases                               1,125,401
Less unearned income                                                 (232,449)
                                                                 -------------
Net investment in direct financing leases                           $ 892,952
                                                                 =============

At June 30, 2003, the aggregate  amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                           Direct
                                        Operating        Financing
                                         Leases            Leases            Total
<S>                                        <C>               <C>            <C>
Six months ending December 31, 2003        $ 868,256         $ 375,000      $ 1,243,256
      Year ending December 31, 2004          791,398           750,000        1,541,398
                               2005          224,987                 -          224,987
                               2006           14,122                 -           14,122
                                     ---------------- ----------------- ----------------
                                         $ 1,898,763       $ 1,125,000      $ 3,023,763
                                     ================ ================= ================
</TABLE>


                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.5% to 10.5%.

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

<TABLE>
<CAPTION>
                                       Principal         Interest           Total
<S>                                        <C>               <C>              <C>
Six months ending December 31, 2003        $ 71,624          $ 13,109         $ 84,733
      Year ending December 31, 2004         151,084            18,384          169,468
                               2005         162,167             7,301          169,468
                               2006          14,039                83           14,122
                                    ---------------- ----------------- ----------------
                                          $ 398,914          $ 38,877        $ 437,791
                                    ================ ================= ================
</TABLE>

5.  Related party transactions:

The terms of the Limited Partnership  Agreement provide that the General Partner
and/its   affiliates  are  entitled  to  receive   certain  fees  for  equipment
acquisition, management and resale and for management of the Partnership.

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by the  General  Partner in  providing  services  to the  Partnership.  Services
provided include Partnership accounting,  investor relations,  legal counsel and
lease and equipment  documentation.  The General  Partner is not  reimbursed for
services where it is entitled to receive a separate fee as compensation for such
services,  such as acquisition and management of equipment.  Reimbursable  costs
incurred by the General  Partner are  allocated  to the  Partnership  based upon
actual  time  incurred  by  employees  working on  Partnership  business  and an
allocation of rent and other costs based on utilization studies.

Substantially  all  employees  of the General  Partner  record time  incurred in
performing services on behalf of all of the Partnerships serviced by the General
Partner. The General Partner believes that the costs reimbursed are the lower of
(i) actual costs  incurred on behalf of the  Partnership  or (ii) the amount the
Partnership would be required to pay independent parties for comparable services
in the same  geographic  location and are  reimbursable  in accordance  with the
Limited Partnership Agreement.



                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)

5.  Related party transactions (continued):

During the six months ended June 30, 2003 and 2002, the General  Partner and/its
affiliates earned fees, commissions and reimbursements,  pursuant to the Limited
Partnership Agreement, as follows:

<TABLE>
<CAPTION>
                                                                    Six Months                        Three Months
                                                                  Ended June 30,                     Ended June 30,
                                                               2003             2002              2003             2002

<S>                                                             <C>               <C>              <C>             <C>
Costs reimbursed to General Partner                             $ 276,029         $ 60,917         $ 128,589       $ (127,331)

Incentive  management fees (computed as 5% of
distributions of cash from  operations, as defined in
the Limited Partnership Agreement) and equipment
management fees (computed as 5% of gross revenues
from operating leases, as defined in the Limited
Partnership Agreement plus 2% of gross revenues from
full payout leases, as defined in the Limited
Partnership Agreement)                                             64,041          121,403            31,545           60,515
                                                         ----------------- ---------------- ----------------- ----------------
                                                                $ 340,070        $ 182,320         $ 340,070        $ 182,320
                                                         ================= ================ ================= ================
</TABLE>


6.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliated  partnerships  and  limited  liability  companies  in  a  $56,736,746
revolving line of credit  (comprised of an acquisition  facility and a warehouse
facility)  with  a  financial   institution  that  includes  certain   financial
covenants.  The line of credit  expires on June 28,  2004.  As of June 30, 2003,
borrowings under the facility were as follows:
<TABLE>
<CAPTION>

<S>                                                                                                             <C>
Amount  borrowed by the Partnership under the acquisition facility                                             $            -
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                                        26,500,000
                                                                                                              ----------------
Total borrowings under the acquisition facility                                                                    26,500,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility                             -
                                                                                                              ----------------
Total outstanding balance                                                                                      $   26,500,000
                                                                                                              ================

Total available under the line of credit                                                                       $   56,736,746
Total outstanding balance                                                                                         (26,500,000)
                                                                                                              ----------------
Remaining availability                                                                                         $   30,236,746
                                                                                                              ================
</TABLE>

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

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
2003.



                                       9
<PAGE>

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

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

Capital Resources and Liquidity

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

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the initial  lease  terms  expire,  the  Partnership  will  re-lease or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliated  partnerships  and  limited  liability  companies  in  a  $56,736,746
revolving line of credit  comprised of an  acquisition  facility and a warehouse
facility)  with  a  financial   institution  that  includes  certain   financial
covenants.  The line of credit  expires on June 28,  2004.  As of June 30, 2003,
borrowing under the facility were as follows:

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
Amount  borrowed by the Partnership under the acquisition facility                                             $            -
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                                        26,500,000
                                                                                                              ----------------
Total borrowings under the acquisition facility                                                                    26,500,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility                             -
                                                                                                              ----------------
Total outstanding balance                                                                                      $   26,500,000
                                                                                                              ================

Total available under the line of credit                                                                       $   56,736,746
Total outstanding balance                                                                                         (26,500,000)
                                                                                                              ----------------
Remaining availability                                                                                         $   30,236,746
                                                                                                              ================
</TABLE>

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

The Partnership 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 June 30, 2003, the Partnership had borrowed  $56,736,746 on a non-recourse
basis with remaining unpaid balances of $398,914. Borrowings are to be generally
non-recourse to the Partnership, that is, the only recourse of the lender upon a
default  by the  lessee on the  underlying  lease  will be to the  equipment  or
corresponding  lease acquired with the loan proceeds.  The General  Partner does
not anticipate any future non-recourse borrowings.

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

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.



                                       10
<PAGE>

Cash Flows

In 2003  and  2002,  the  Partnership's  primary  operating  source  of cash was
operating lease rents.  Operating lease revenues decreased by $1,377,344 for the
six month  period and by $568,820  for the three month  period,  primarily  as a
result of sales of operating lease assets over the last year.

In  2003,  the  Partnership's  primary  source  of  cash  flows  from  investing
activities was proceeds from sales of lease assets.  Such sales proceeds are not
expected to be consistent  from one period to another.  In the second quarter of
2002,  the primary  source of cash flows from  investing  activities  was direct
finance lease rents.

The largest  financing uses of cash were  distributions  to limited partners and
repayment of  non-recourse  debt for the six and three month  periods ended June
30.  2003.  Comparatively,  the  largest  financing  use of  cash  in  2002  was
repayments of borrowings under the line of credit.

Results of operations

In 2003,  operations resulted in a net loss of $670,955 for the six month period
and a net loss of  $35,399  for the  three  month  period.  In 2002,  operations
resulted in net income of $1,663,743  for the six month period,  compared to net
income of  $1,761,800  for the three month  period.  The  Partnership's  primary
source of revenue is from operating leases. Other income decreased by $1,949,152
and  $1,948,416  for the six month and three month periods ending June 30, 2003.
This decrease was a result of the Partnership  recognizing $1,954,952 in gain in
the second quarter of 2002 for proceeds from the bankruptcy trustee.

Operating lease revenues (and the related  depreciation  expense) have decreased
as a result of sales of lease assets over the last year.  The  original  cost of
assets on operating  leases has declined  from  $48,232,077  at June 30, 2002 to
$26,444,781 at June 30, 2003. Direct financing lease revenues have decreased due
to the same cause.

As scheduled debt payments have been made, debt balances have been reduced. This
decrease  in  indebtedness  for 2003  caused  interest  expense to  decrease  by
$488,026  in the six month  period  compared  to the same  period in 2002 and by
$8,588 for the three month periods ended June 30, 2003 and 2002.

In 2003,  there were charges to net income for  impairments  of operating  lease
assets in the amount of $543,426.  The charges  related to covered  grain hopper
cars on lease  to  various  lessees.  The  impairment  resulted  from  decreased
estimated cash flows expected to be generated by the assets over their remaining
lives.

Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

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

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

Item 4.  Controls and procedures.

Internal Controls

As of June 30, 2003, an evaluation was performed  under the supervision and with
the participation of the Partnership's management,  including the CEO and CFO of
the General  Partner,  of the  effectiveness  of the design and operation of the
Partnership's disclosure controls and procedures.  Based on that evaluation, the
Partnership's  management,  including  the CEO and CFO of the  General  Partner,
concluded  that  the  Partnership's  disclosure  controls  and  procedures  were
effective as of June 30,  2003.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect internal controls subsequent to June 30, 2003.

Changes in internal controls

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



                                       11
<PAGE>

Evaluation of disclosure controls and procedures

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


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

The following is a discussion of legal matters  involving the  Partnership,  but
which do not represent  claims against the  Partnership or its assets.  No other
material legal  proceedings  are currently  pending  against the  Partnership or
against any of its assets.

This matter involves  litigation over the enforceability of a liquidated damages
clause in a lease,  and a combined claim of the  Partnership and some affiliates
of the Partnership, of approximately $4,000,000. The General Partner has brought
a suit in San Francisco  Superior Court on behalf of the  Partnership.  The suit
was removed to Federal District Court in San Francisco.  The lessee, Quaker Coal
Company, leases mining equipment from the Partnership. On December 31, 1997, the
lessee  requested a  forbearance  and relief on lease  payments  for a period of
three months. By May 1998, the lessee was past due for five months.

On or about May 12,  1998,  the  General  Partner  declared  the lessee to be in
default of the lease and demanded the acceleration of all lease receivables,  or
alternatively,  a modification of the lease  obligation.  On or about June 1998,
the Lessee made itself current on  substantially  all outstanding  amounts.  The
Partnership  filed a suit against the lessee for its contractual  damages in the
U.S. District Court of Northern California (the "Court").

On June 16, 2000, the lessee filed for  protection  under Chapter 11 of the U.S.
Bankruptcy  Code.  The  Partnership  obtained a stipulation  for relief from the
automatic  bankruptcy  stay to allow the Court to issue its ruling,  and filed a
request to participate on the Official  Committee of Unsecured  Creditors in the
bankruptcy proceedings.  The Partnership succeeded in securing the return of its
equipment, which equipment has been since liquidated

The Court issued a ruling on March 4, 2001, denying the Partnership's  claim for
damages.  The lessee  subsequently  filed a claim against the  Partnership,  for
reimbursement  of its legal  expenses.  The  Partnership  believed  the  Court's
decision is  erroneous  as a matter law,  and filed an appeal of the decision in
the U.S. District Court of Appeals

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

The lessee filed a plan of reorganization  in the Bankruptcy  Court,  which plan
was objected to by several large  creditors,  including the  Partnership.  These
creditors  were  also  seeking  a  formal  role on the  creditors  committee  or
formation of their own committee.

In January 2002,  ATEL attended an appellate  settlement  conference  seeking to
resolve  the  outstanding  disputed  claim.  A reserve had been set aside by the
debtor's   liquidating  trustee  in  the  amount  of  $1.2  million  in  partial
satisfaction of the Partnership's  claim,  although this claim amount remains in
dispute.  In January 2003, the Federal Appellate Court in San Francisco heard an
appeal of the lower Court's  decision.  The appellate  decision,  handed down in
March of 2003, was adverse to ATEL's position. Currently, the Partnership is not
expected  to recover  any  amounts  above the  payment of the lease rent and the
proceeds of the  liquidation  of the equipment  already  received.  In addition,
Funds III, IV, V, and VI may be compelled to pay  approximately  $125,000 of the
defendant's legal expenses in the aggregate.


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.



                                       12
<PAGE>

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, June 30, 2003 and December 31, 2002.

               Statements  of  Operations  for the six and three  month  periods
               ended June 30, 2003 and 2002.

               Statement  of  Changes  in  Partners'  Capital  for the six month
               period ended June 30, 2003.

               Statements  of Cash  Flows  for the six and three  month  periods
               ended June 30, 2003 and 2002.

               Notes to the Financial Statements

          2. Financial Statement Schedules

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

 (b)         Report on Form 8-K

               None



                                       13
<PAGE>

                                 CERTIFICATIONS

I, Paritosh K. Choksi, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:
August 12, 2003

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


                                       14
<PAGE>

                                 CERTIFICATIONS

I, Dean L. Cash, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date:
August 12, 2003


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


                                       15
<PAGE>

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

In connection with the Quarterly  report on Form 10-Q of ATEL Cash  Distribution
Fund V, LP, (the "Partnership") for the period ended June 30, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

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

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

Date:
August 12, 2003


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


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

In connection with the Quarterly  report on Form 10-Q of ATEL Cash  Distribution
Fund V, LP, (the "Partnership") for the period ended June 30, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial Services, LLC, general partner of the Partnership, hereby certify
that:

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

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

Date:
August 12, 2003


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


                                       16
<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:
August 12, 2003

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



                         ATEL Financial Corporation By:
                          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


                                       17
<PAGE>