Form 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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, 1998

            |_|     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 0-23842

                       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.

The financial  statements are amended to correctly  reflect the termination of a
lease contract.  The effect of the changes is to reclassify certain lease assets
as notes  receivable  and to reduce  certain  direct  finance lease revenues and
losses on sales of lease assets.  Investments in leases is decreased by $704,898
and notes receivable is increased by $732,738. Direct finance lease revenues are
decreased by $646,065. The reclassifications result in changing the gains/losses
on  sales of lease  assets  from a loss of  $546,070  to a gain of  $127,835,  a
difference of $673,905.  The change to the net income of the  Partnership  is an
increase of $27,840 for the six and three month periods ended June 30, 1998.





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 1998 AND DECEMBER 31, 1997
                                   (Unaudited)


                                     ASSETS

                                                   1998              1997
                                                   ----              ----
Cash and cash equivalents                            $701,770          $733,263

Accounts receivable                                 2,045,790         2,194,261

Notes receivable, net of allowance for 
   doubtful accounts of $100,605 in 1998
   and 1997                                           886,898           382,048

Investments in leases                              92,909,716       103,398,004
                                             ----------------- -----------------
                                                  $96,544,174      $106,707,576
                                             ================= =================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $35,259,618       $40,138,400

Line of credit                                        500,000                 -

Accounts payable
     Equipment purchases                              190,348           178,200
     General partner                                    3,760           317,715
     Other                                            260,354           235,068

Accrued interest expense                              188,901           219,569

Unearned lease income                                 865,674         1,004,385
                                             ----------------- -----------------
Total liabilities                                  37,268,655        42,093,337

Partners' capital:
     General partner                                   89,376            69,221
     Limited partners                              59,186,143        64,545,018
                                             ----------------- -----------------
Total partners' capital                            59,275,519        64,614,239
                                             ----------------- -----------------
Total liabilities and partners' capital           $96,544,174      $106,707,576
                                             ================= =================

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1998 AND 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Six Months                          Three Months
                                                              Ended June 30,                       Ended June 30,
                                                              --------------                       --------------
                                                           1998             1997              1998              1997
                                                           ----             ----              ----              ----
<S>                                                        <C>             <C>                <C>               <C>       
Revenues:
Leasing activities:
   Operating lease revenues                                $9,449,991      $10,117,592        $4,673,753        $5,018,125
   Direct financing leases                                  1,104,112        1,445,544           459,662           713,103
   Leveraged leases                                            54,884           80,747            27,442            40,374
   Gain on sales of assets                                    127,835          187,102            50,746           113,685
Interest income                                                 9,438           21,541             3,539             9,665
Other                                                          12,539            3,903             2,720             1,676
                                                     ----------------- ---------------- ----------------- -----------------
                                                           10,758,799       11,856,429         5,217,862         5,896,628
Expenses:
Depreciation and amortization                               6,045,676        6,843,581         2,944,249         3,205,850
Interest                                                    1,461,401        1,885,260           690,702           964,380
Equipment and incentive management fees                       640,998          821,758           236,671           422,385
Administrative cost reimbursements                            230,082          171,615           110,571            81,179
Other                                                         281,587          302,003           145,094           181,166
Provision for losses                                           55,409          118,564                 -            58,966
Professional fees                                              28,136           45,244            15,503            32,902
                                                     ----------------- ---------------- ----------------- -----------------
                                                            8,743,289       10,188,025         4,142,790         4,946,828
                                                     ----------------- ---------------- ----------------- -----------------
Net income                                                 $2,015,510       $1,668,404        $1,075,072          $949,800
                                                     ================= ================ ================= =================
Net income:
     General partner                                          $20,155          $16,684           $10,751            $9,498
     Limited partners                                       1,995,355        1,651,720         1,064,321           940,302
                                                     ----------------- ---------------- ----------------- -----------------
                                                           $2,015,510       $1,668,404        $1,075,072          $949,800
                                                     ================= ================ ================= =================
Weighted average number of units
   outstanding                                             12,497,000       12,497,000        12,497,000        12,497,000
Net income per limited partnership unit                         $0.16            $0.13             $0.09             $0.08
</TABLE>



                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                      SIX MONTH PERIOD ENDED JUNE 30, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Limited Partners      General
                                      Units            Amount           Partners           Total
<S>                                    <C>             <C>                   <C>           <C>        
Balance December 31, 1997              12,497,000      $64,545,018           $69,221       $64,614,239
Distributions to limited partners                       (7,354,230)                -        (7,354,230)
Net income                                               1,995,355            20,155         2,015,510
                                 ----------------- ---------------- ----------------- -----------------
Balance June 30, 1998                  12,497,000      $59,186,143           $89,376       $59,275,519
                                 ================= ================ ================= =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                Six Months                         Three Months
                                                              Ended June 30,                      Ended June 30,
                                                           1998             1997              1998              1997

Operating activities:
<S>                                                        <C>              <C>               <C>                <C>     
Net income                                                 $2,015,510       $1,668,404        $1,075,072          $949,800
Adjustments to reconcile net income
   to net cash provided by operations
   Depreciation and amortization                            6,045,676        6,843,581         2,944,249         3,205,850
   Gain on sales of assets                                   (127,835)        (187,102)          (50,746)         (113,685)
   Provision for losses                                        55,409          118,564                 -            58,966
Changes in operating assets and liabilities:
      Accounts receivable                                     148,471        1,041,051            31,195           138,016
      Other assets                                                  -           10,000                 -            10,000
      Accounts payable, general partner                      (313,955)         (69,711)         (313,747)           85,814
      Accounts payable, other                                  25,286            6,016           (13,415)            1,281
      Accrued interest expense                                (30,668)          (6,436)          (15,813)           21,051
      Deposits due to lessees                                       -                -                 -                 -
      Unearned lease income                                  (138,711)        (379,698)          (93,240)         (262,397)
                                                     ----------------- ---------------- ----------------- -----------------

Net cash provided by operating activities                   7,679,183        9,044,669         3,563,555         4,094,696
                                                     ----------------- ---------------- ----------------- -----------------

Investing activities:
Proceeds from sales of assets                               2,603,881        1,095,544         2,059,521           686,962
Reduction in net investment in direct
   financing leases                                         1,065,530        2,112,748           293,994         1,444,275
Payments received on notes receivable                         200,048                -           182,214                 -
Reduction in net investment in leveraged
   leases                                                     140,729          120,568            15,026             4,946
Purchase of equipment on operating leases                      12,148         (153,504)           12,148           (20,604)
Purchase of equipment on direct financing
   leases                                                           -          (33,022)                -                 -
                                                     ----------------- ---------------- ----------------- -----------------
Net cash provided by investing
   activities                                               4,022,336        3,142,334         2,562,903         2,115,579
                                                     ----------------- ---------------- ----------------- -----------------
</TABLE>


                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 1998 AND 1997
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                Six Months                         Three Months
                                                              Ended June 30,                      Ended June 30,
                                                           1998             1997              1998              1997
Financing activities:
<S>                                                        <C>              <C>               <C>               <C>     
Distributions to limited partners                          (7,354,230)      (6,870,996)       (3,749,506)       (3,435,685)
Repayment of non-recourse debt                             (4,878,782)      (3,560,519)       (2,478,304)       (1,830,364)
Borrowings on line of credit                                  500,000                -           500,000                 -
Repayment of line of credit                                         -       (6,721,190)                -        (4,000,000)
Proceeds of non-recourse debt                                       -        5,092,723                 -         3,971,358
                                                     ----------------- ---------------- ----------------- -----------------
Net cash used in financing activities                     (11,733,012)     (12,059,982)       (5,727,810)       (5,294,691)
                                                     ----------------- ---------------- ----------------- -----------------

Net (decrease) increase in cash and
   cash equivalents                                           (31,493)         127,021           398,648           915,584
Cash at beginning of period                                   733,263        1,917,349           303,122         1,128,786
                                                     ----------------- ---------------- ----------------- -----------------
Cash at end of period                                        $701,770       $2,044,370          $701,770        $2,044,370
                                                     ================= ================ ================= =================

Supplemental disclosure of cash flow
   information:
Cash paid during the period for interest                   $1,492,069       $2,029,221          $690,702          $953,047
                                                     ================= ================ ================= =================

Leveraged lease assets reclassified to
   operating lease assets                                                     $902,362
                                                                       ================

Direct financing lease assets reclassified to
   notes receivable                                          $704,898                           $704,898
                                                     =================                  =================

Operating lease assets reclassified to assets
   held or sale or lease                                                       $76,858                             $21,040
                                                                       ================                   =================
</TABLE>
                             See accompanying notes.



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2. Organization and partnership matters:

ATEL Cash Distribution Fund V, L.P. (the Partnership), was formed under the laws
of the State of California  on September 23, 1992,  for the purpose of acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the  aggregate  of $600 were  received  as of  October  6,  1992,  $100 of which
represented  the  General  Partner's  continuing  interest,  and  $500 of  which
represented the Initial Limited Partners' capital investment.

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

As of  November  15,  1994,  the  Partnership  had  received  subscriptions  for
12,500,000 Limited  Partnership Units  ($125,000,000) in addition to the Initial
Limited  Partners'  50  Units.  Of  those  Units,  12,497,000  were  issued  and
outstanding as of June 30, 1998.

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.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


3. Investment in leases:

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

<TABLE>
<CAPTION>
                                                                         Depreciation
                                                                         Expense or         Reclass-
                                    December 31,                        Amortization      ifications &        June 30,
                                        1997            Additions         of Leases       Dispositions          1998
                                        ----            ---------         ---------     - -------------         ----
<S>                                    <C>                   <C>           <C>               <C>               <C>        
Net investment in operating
   leases                               $74,586,944                        ($5,636,346)         $453,635       $69,404,233
Net investment in direct
   financing leases                      25,128,971                         (1,065,530)       (3,657,643)       20,405,798
Net investment in leveraged
   leases                                 2,909,776                           (140,729)                -         2,769,047
Residual interests                          835,759                                  -                 -           835,759
Reserve for losses                       (2,199,400)         ($55,409)               -                 -        (2,254,809)
Assets held for sale or lease                65,533                 -          (60,758)           23,064            27,839
Initial direct costs, net of
   accumulated amortization
   of $2,474,583 in 1997 and
   $2,271,952 in 1998                     2,070,421                 -         (348,572)                -         1,721,849
                                  ------------------ ----------------- ---------------- ----------------- -----------------
                                       $103,398,004          ($55,409)     ($7,251,935)      ($3,180,944)      $92,909,716
                                  ================== ================= ================ ================= =================
</TABLE>

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1997,
acquisitions and dispositions  during the quarters ended March 31, 1998 and June
30, 1998 and as of June 30, 1998.

<TABLE>
<CAPTION>
                                                                        Acquisitions, Reclassifications
                                                       December 31,             & Dispositions                June 30,
                                                           1997          1st Quarter      2nd Quarter           1998
                                                           ----          -----------      -----------           ----
<S>                                                       <C>              <C>               <C>               <C>        
Transportation                                            $41,483,244       $2,194,026       ($1,826,129)      $41,851,141
Construction                                               24,075,113                -                 -        24,075,113
Materials handling                                         17,409,425           (9,069)                -        17,400,356
Mining                                                     15,164,692       (3,309,174)                -        11,855,518
Furniture and fixtures                                      5,977,981                -                 -         5,977,981
Manufacturing                                               3,475,585                -          (113,673)        3,361,912
Printing                                                    2,325,000                -                 -         2,325,000
Office automation                                           2,378,155                -          (426,420)        1,951,735
Food processing                                             1,826,162                -                 -         1,826,162
Other                                                         278,396                -                 -           278,396
                                                     ----------------- ---------------- ----------------- -----------------
                                                          114,393,753       (1,124,217)       (2,366,222)      110,903,314
Less accumulated depreciation                             (39,806,809)        (527,286)       (1,164,986)      (41,499,081)
                                                     ----------------- ---------------- ----------------- -----------------
                                                          $74,586,944      ($1,651,503)      ($3,531,208)      $69,404,233
                                                     ================= ================ ================= =================
</TABLE>

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


3. Investments in leases (continued):

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

At June 30, 1998, the aggregate  amounts of future minimum lease payments are as
follows:

           Year ending       Direct
          December 31,     Financing         Operating          Total
                  1998        $2,823,793       $9,123,125       $11,946,918
                  1999         4,663,812       10,624,276        15,288,088
                  2000         3,778,243        6,325,404        10,103,647
                  2001         3,106,913        4,480,595         7,587,508
                  2002         2,759,152        2,640,019         5,399,171
            Thereafter         6,667,952        6,894,053        13,562,005
                        ----------------- ---------------- -----------------
                             $23,799,865      $40,087,472       $63,887,337
                        ================= ================ =================


4.  Non-recourse debt:

Notes  payable  to  financial  institutions  are  due  in  varying  monthly  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 10.74%.

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

               Year ending
              December 31,     Principal         Interest           Total
                      1998        $5,194,960       $1,402,290        $6,597,250
                      1999         7,891,017        2,083,413         9,974,430
                      2000         5,680,723        1,506,847         7,187,570
                      2001         4,586,627        1,066,950         5,653,577
                      2002         2,918,650          703,533         3,622,183
                Thereafter         8,987,641        4,009,255        12,996,896
                            ----------------- ---------------- -----------------
                                 $35,259,618      $10,772,288       $46,031,906
                            ================= ================ =================





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


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 General Partner and/or Affiliates earned the following fees and commissions,
pursuant to the Agreement of Limited Partnership as follows:
<TABLE>
<CAPTION>
                                                                                              1998              1997
                                                                                              ----              ----
<S>                                                                                             <C>             <C>       
Equipment  and incentive management fees                                                        $640,998          $821,758

Reimbursement of administrative costs                                                            230,082           171,615

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)                                                                                  -           138,021
                                                                                        ----------------- -----------------
                                                                                                $871,080        $1,131,394
                                                                                        ================= =================
</TABLE>

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.


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.



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


6. Partner's capital (continued):

     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 and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

At June 30, 1998, the Partnership  had $500,000 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 June 30,
1998.











<PAGE>

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

Capital Resources and Liquidity

Funds which have been  received,  but which have not yet been invested in leased
equipment, are invested in interest-bearing accounts or  high-quality/short-term
commercial paper.

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, 1998, the  Partnership  had borrowed  $58,317,911.  The remaining
unpaid balance at that date was  $35,259,618.  Borrowings are to be non-recourse
to the Partnership, that is, the only recourse of the lender is 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.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment. As of June 30, 1998, 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.


Cash flows

For both the three and six month  periods  in 1998 and 1997,  the  Partnership's
primary source of cash flows from operations was rents from operating leases.

In 1998,  the most  significant  source of cash from  investing  activities  was
proceeds  from sales of lease  assets  ($2,603,881  for the six month period and
$2,059,521 for the three month period).  Rents from direct financing leases were
also significant in both the three and six month periods.

In 1998, the only source of cash from financing activities was $500,000 borrowed
on the line of credit in the second  quarter.  In 1997, the  Partnership's  only
source of cash from financing  activities was proceeds from  non-recourse  debt.
The debt proceeds were used to pay down the line of credit.



<PAGE>

Results of operations

The primary source of revenues is operating  leases and is expected to remain so
in future periods. As leases reach their scheduled terminations, the Partnership
expects to either sell the assets or to re-lease them.  Revenues from succeeding
leases are usually  lower than the  amounts  received  on earlier  leases.  As a
result,  lease rents are expected to decline in future  periods until all of the
assets are sold. Operating lease revenues declined by $667,601 (from $10,117,592
in 1997 to  $9,449,991  in 1998) for the six month  periods and  $344,392  (from
$5,018,125 in 1997 to $4,673,753 in 1998) for the three month periods.

Depreciation is the  Partnership's  largest  expense and is related  directly to
operating  lease assets and revenues.  Depreciation  also decreased for both the
three and six month periods as a result of these lease terminations.

In 1998,  sales of assets  resulted in gains  ($127,835 for the six month period
and $50,746 for the three  month  period)  compared to gains in 1997 of $187,102
(six months) and $113,685 (three months).

Interest  expense has  declined  for both the six and three  month  periods as a
result of decreased total debt balances compared to 1997.

Management fees are related to lease revenues  (equipment  management  fees) and
the  amounts of cash  generated  from  operations  which is  distributed  to the
limited partners  (incentive  management fees). Lease revenues declined compared
to 1997 as noted above.  More of the  distributions to the limited partners came
from the  proceeds of asset sales (on which no  management  fees are being paid)
rather  than  from  cash  generated  from  operations.  These  gave  rise to the
decreases in management fees compared to 1997.


OTHER

Year 2000 Issues

The year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the  applicable  year.  Any computer  programs
that have time  sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculation causing disruptions of operations, including, among other things,
a  temporary  inability  to process  transactions  or engage in  similar  normal
business activities.

The Partnership  uses primarily third party software and is  communicating  with
key vendors to ensure that the  Partnership's  systems are year 2000  compliant.
Based on these  discussions,  the  Partnership  does not  expect  that the costs
related to the year 2000 issue will be  significant.  Ultimately,  the potential
impact  of the year  2000  issue  will  depend on the way in which the year 2000
issue is addressed by businesses and other entities whose financial condition or
operational capability is important to the Partnership.


                           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, June 30, 1998 and December 31, 1997.

                       Statements  of  operations  for the six and  three  month
                       periods ended June 30, 1998 and 1997.

                       Statement  of changes in  partners'  capital  for the six
                       months ended June 30, 1998.

                       Statements  of cash  flows  for the six and  three  month
                       periods ended June 30, 1998 and 1997.

                       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 23, 1998

                       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