Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

          |X|      Quarterly Report Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934.
                   For the quarterly period ended March 31, 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 000-23842

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

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

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

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



Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 1998 AND DECEMBER 31, 1997
                                   (Unaudited)


                                     ASSETS

                                                   1998              1997
                                                   ----              ----
Cash and cash equivalents                            $303,122          $733,263

Accounts receivable                                 2,076,985         2,194,261

Notes receivable, net of allowance for 
   doubtful account of $100,605 in 1997 
   and 1998                                           364,214           382,048

Investments in leases                              98,876,658       103,398,004
                                             ----------------- -----------------
Total assets                                     $101,620,979      $106,707,576
                                             ================= =================

                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $37,737,922       $40,138,400
Accounts payable:
   Equipment purchases                                178,200           178,200
   General Partner                                    317,507           317,715
   Other                                              273,769           235,068
Accrued interest expense                              204,714           219,569
Unearned operating lease income                       958,914         1,004,385
                                             ----------------- -----------------
Total liabilities                                  39,671,026        42,093,337
Partners' capital:
     General Partner                                   78,625            69,221
     Limited Partners                              61,871,328        64,545,018
                                             ----------------- -----------------
Total partners' capital                            61,949,953        64,614,239
                                             ----------------- -----------------
Total liabilities and partners' capital          $101,620,979      $106,707,576
                                             ================= =================

                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1998 AND 1997
                                   (Unaudited)

Revenues:                                          1998              1997
                                                   ----              ----
   Leasing activities:
      Operating leases                             $4,776,238        $5,099,467
      Direct financing leases                         644,450           732,441
      Leveraged leases                                 27,442            40,373
      Gain on sales of assets                          77,089            73,417
Interest income                                         5,899            11,876
Other                                                   9,819             2,227
                                             ----------------- -----------------
                                                    5,540,937         5,959,801
Expenses:
Depreciation and amortization                       3,101,427         3,637,731
Interest expense                                      770,699           920,880
Equipment and incentive management 
   fees to General Partner                            404,327           399,373
Administrative cost reimbursements 
   to General Partner                                 119,511            90,436
Provision for losses                                   55,409            59,598
Professional fees                                      12,633            12,342
Other                                                 136,493           120,837
                                             ----------------- -----------------
                                                    4,600,499         5,241,197
                                             ----------------- -----------------
Net income                                           $940,438          $718,604
                                             ================= =================

Net income:
   General Partner                                     $9,404            $7,186
   Limited Partners                                   931,034           711,418
                                             ----------------- -----------------
                                                     $940,438          $718,604
                                             ================= =================

Net income per Limited Partnership Unit                 $0.07             $0.06
Weighted average number of Units outstanding       12,497,000        12,497,000

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                  Limited Partners      General
                                      Units            Amount           Partner            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                       (3,604,724)                -        (3,604,724)
Net income                                                 931,034             9,404           940,438
                                 ----------------- ---------------- ----------------- -----------------
Balance March 31, 1998                 12,497,000      $61,871,328           $78,625       $61,949,953
                                 ================= ================ ================= =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                                  1998              1997
                                                                                  ----              ----
<S>                                                                               <C>               <C>        
Operating activities:
Net income                                                                          $940,438          $718,604
Adjustment to reconcile net income to cash provided by operating activities:
   Depreciation and amortization                                                   3,101,427         3,637,731
   Gain on sales of lease assets                                                     (77,089)          (73,417)
   Provision for losses                                                               55,409            59,598
   Changes in operating assets and liabilities:
      Accounts receivable                                                            117,276           903,035
      Accounts payable, General Partner                                                 (208)         (155,525)
      Accounts payable, other                                                         38,701             4,735
      Accrued interest expense                                                       (14,855)          (27,487)
      Unearned operating lease income                                                (45,471)         (117,301)
                                                                            ----------------- -----------------
Net cash provided by operations                                                    4,115,628         4,949,973
                                                                            ----------------- -----------------

Investing activities:
Purchases of equipment on operating leases                                                 -          (132,900)
Reduction of net investment in direct financing leases                               771,536           668,473
Proceeds from sales of lease assets                                                  544,360           408,582
Payments received on notes receivable                                                 17,834                 -
Reduction of net investment in leveraged leases                                      125,703           115,622
Purchases of equipment on direct financing leases                                          -           (33,022)
                                                                            ----------------- -----------------
Net cash used in investing activities                                              1,459,433         1,026,755
                                                                            ----------------- -----------------

Financing activities:
Repayments of borrowings under line of credit                                              -        (2,721,190)
Proceeds of non-recourse debt                                                              -         1,121,365
Repayments of non-recourse debt                                                   (2,400,478)       (1,730,155)
Distributions to Limited Partners                                                 (3,604,724)       (3,435,311)
                                                                            ----------------- -----------------
Net cash (used in) provided by financing activities                               (6,005,202)       (6,765,291)
                                                                            ----------------- -----------------

Net (decrease) increase in cash and cash equivalents                                (430,141)         (788,563)

Cash and cash equivalents at beginning of period                                     733,263         1,917,349
                                                                            ----------------- -----------------
Cash and cash equivalents at end of period                                          $303,122        $1,128,786
                                                                            ================= =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                            $785,554          $948,367
                                                                            ================= =================
Supplemental schedule of non-cash transactions:

Leveraged lease assets reclassified to operating lease assets                                         $902,362
                                                                                              =================
Operating lease assets reclassified to assets held or sale or lease               $1,723,233           $55,818
                                                                            ================= =================
Direct financing lease assets reclassified as operating lease assets              $2,233,747
                                                                            =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 Partnership or the General Partner on
behalf of the Partnership, will incur costs in connection with the organization,
registration  and issuance of the Units.  The amount of such costs to be born by
the Partnership is limited by certain provisions in the Partnership Agreement.

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  ($124,970,000)  were
issued and outstanding as of March 31, 1998.

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.





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1998
                                   (Unaudited)


3.  Investment in leases:

The Partnership's investment in leases consists of the following:
<TABLE>
<CAPTION>
                                                                              Depreciation
                                           Balance                             Expense or        Reclassi-          Balance
                                        December 31,                          Amortization      fications or       March 31,
                                            1997              Additions         of Leases       Dispositions          1998
                                            ----              ---------         ---------     - -------------         ----
<S>                                          <C>                   <C>           <C>                <C>              <C>        
Net investment in operating
   leases                                    $74,586,944                         ($2,912,752)       $1,261,249       $72,935,441
Net investment in direct
   financing leases                           25,128,971                            (771,536)       (2,223,772)       22,133,663
Net investment in leveraged
   leases                                      2,909,776                            (125,703)                -         2,784,073
Residual value interests                         835,759                                                                 835,759
Assets held for sale or lease                     65,533                                   -           495,252           560,785
Reserve for losses                            (2,199,400)          ($55,409)               -                 -        (2,254,809)
Initial direct costs, net of
   accumulated amortization of
   $2,474,583 in 1997 and
   $2,166,890 in 1998                          2,070,421                            (188,675)                          1,881,746
                                     --------------------  ----------------- ---------------- ----------------- -----------------
                                            $103,398,004           ($55,409)     ($3,998,666)        ($467,271)      $98,876,658
                                     ====================  ================= ================ ================= =================
</TABLE>

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                 Balance                          1st Quarter         Balance
                               December 31,                    Reclassifications      March 31,
                                   1997         Acquisitions    & Dispositions          1998
                                   ----         ------------    --------------          ----
<S>                               <C>              <C>                <C>              <C>        
Transportation                    $41,483,244                         $2,194,026       $43,677,270
Construction                       24,075,113                                  -        24,075,113
Mining                             15,164,692                         (3,309,174)       11,855,518
Materials handling                 17,409,425                             (9,069)       17,400,356
Furniture and fixtures              5,977,981                                  -         5,977,981
Printing                            2,325,000                                  -         2,325,000
Food processing                     1,826,162                                  -         1,826,162
Manufacturing                       3,475,585                                  -         3,475,585
Office automation                   2,378,155                                  -         2,378,155
Other                                 278,396                                  -           278,396
                             ----------------- ---------------- ----------------- -----------------
                                  114,393,753                         (1,124,217)      113,269,536
Less accumulated depreciation     (39,806,809)     ($2,912,752)        2,385,466       (40,334,095)
                             ----------------- ---------------- ----------------- -----------------
                                  $74,586,944      ($2,912,752)       $1,261,249       $72,935,441
                             ================= ================ ================= =================
</TABLE>

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

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1998
                                   (Unaudited)


3.  Investment in leases (continued):

At March 31, 1998, the aggregate amounts of future minimum lease payments are as
follows:

                                                  Direct
              Year ending      Operating         Financing
             December 31,        Leases           Leases            Total

                     1998        $13,696,403       $4,238,119       $17,934,522
                     1999         10,641,421        5,067,681        15,709,102
                     2000          6,338,109        3,980,177        10,318,286
                     2001          4,492,045        3,106,913         7,598,958
                     2002          2,643,365        2,759,153         5,402,518
               Thereafter          6,894,053        6,613,952        13,508,005
                            ----------------- ---------------- -----------------
                                 $44,705,396      $25,765,995       $70,471,391
                            ================= ================ =================


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.7% to 10.53%.


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

             Year ending
            December 31,      Principal         Interest           Total

                    1998         $7,673,264       $2,168,578        $9,841,842
                    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
                           ----------------- ---------------- -----------------

                                $37,737,922      $11,538,576       $49,276,498
                           ================= ================ =================





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1998
                                   (Unaudited)


5.  Related party transactions:

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

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

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

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


<TABLE>
<CAPTION>
                                                                                      1998              1997
                                                                                      ----              ----
<S>                                                                                     <C>               <C>     
Incentive  management  fees  (computed  as  5% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                        $404,327          $399,373

Administrative costs reimbursed to General Partner                                       119,511            90,436
                                                                                ----------------- -----------------
                                                                                        $523,838          $489,809
                                                                                ================= =================
</TABLE>

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1998
                                   (Unaudited)


6. Partner's capital:

As of March 31, 1998,  12,500,000 Units of Limited  Partnership (Units) interest
were issued and  outstanding  (in addition to the 50 Units issued to the initial
Limited Partners). The Partnership is authorized to issue up to 12,500,000 Units
in addition to those issued to the initial Limited Partners.

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

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

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

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

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

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

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

     Fourth, the balance to the Limited Partners.


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.

The Partnership had no borrowings under the agreement during 1998.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
1998.






<PAGE>

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

Capital Resources and Liquidity

In 1998 and 1997, 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 lease assets are acquired,  as  distributions  are made to the
limited  partners and to the extent  expenses  exceed cash flows from leases and
proceeds from sales of assets.

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

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

The Partnership  anticipates reinvesting a portion of lease payments from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest), the payment of management and acquisition fees to the General Partner
and providing for cash distributions to the Limited Partners.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The General  Partner  envisions  no such  requirements  for
operating purposes.

As of March 31, 1997, the Partnership had borrowed $58,317,911 on a non-recourse
basis with  remaining  unpaid  balances  of  $37,737,922.  Borrowings  are to be
generally  non-recourse  to the  Partnership,  that is, the only recourse of the
lender  upon a default  by the  lessee on the  underlying  lease  will be to the
equipment or  corresponding  lease acquired with the loan proceeds.  The General
Partner  expects that aggregate  borrowings in the future will not exceed 40% of
aggregate  equipment  cost. In any event,  the Agreement of Limited  Partnership
limits such borrowings to 40% of the total cost of equipment, in aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional  equipment.  As of March 31, 1998, the Partnership
had no such commitments.

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

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


<PAGE>

Cash Flows

In both 1998 and 1997, the  Partnership's  primary  operating source of cash was
revenues from operating leases.  Operating lease revenues decreased by $323,229,
primarily as a result of sales of operating lease assets over the last year.

In 1998 and 1997,  the  Partnership's  primary  sources  of cash from  investing
activities were rents on direct financing and leveraged leases (accounted for as
reductions in the net  investment in such leases) and proceeds from the sales of
lease  assets.  Cash  was  used in  investing  activities  for the  purchase  of
operating lease assets and direct financing lease assets. Cash flows from direct
financing increased from 1997 due to amortization of direct financing leases and
the consequent  change in the allocation of the rents under those leases between
revenues and these financing cash flows.

In 1998 and 1997, the single largest  financing use of cash was distributions to
limited partners.  The amount of such distributions  increased from 1997 to 1998
due to an  increase  in the  per  Unit  distribution  rate.  Distributions  from
operations in the fourth  quarter of 1996  (distributed  in the first quarter of
1997) were less than the amounts  distributed in the first quarter of 1998 (from
1997 fourth quarter operations).

As the Partnership pays down its non-recourse debt (through scheduled payments),
a larger portion of each payment is allocated to reduce the outstanding balance.
As a result of this and additional  borrowings in 1997, the amounts of cash used
to repay debt has increased compared to 1997.


Results of operations

Operations  resulted in net income of  $940,438 in 1998  compared to $718,604 in
1997. The  Partnership's  primary  source of revenues is from operating  leases.
This is  expected  to remain  true in future  periods.  Depreciation  expense is
related to  operating  lease  assets and is the  single  largest  expense of the
Partnership.  It is expected  to remain so in future  periods.  Operating  lease
revenues and  depreciation  expense have both  decreased as a result of sales of
operating  lease assets over the previous  twelve months.  Equipment  management
fees are based on the Partnership's rental revenues and are expected to decrease
in relation to expected  decreases in the  Partnership's  revenues  from leases.
Incentive  management fees are based on the levels of  distributions  to limited
partners.  Management  fees have not  changed  significantly  compared  to 1997.
Interest  expense is  expected to decrease  significantly  in future  periods as
scheduled debt payments reduce the balances of non-recourse debt.



<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                  (a) Documents filed as a part of this report

                    1. Financial Statements

                       Included in Part I of this report:

                       Balance Sheets, March 31, 1998 and December 31, 1997.

                       Statements  of income for the three month  periods  ended
                         March 31, 1998 and 1997.

                       Statement of changes in  partners'  capital for the three
                         months ended March 31, 1998.

                       Statements  of cash  flows  for the three  month  periods
                         ended March 31, 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:
May 12, 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