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, 2002

                  |_|     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





                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                       2
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 2002 AND DECEMBER 31, 2001
                                   (Unaudited)


                                     ASSETS

<TABLE>
<CAPTION>
                                                         2002                2001
                                                         ----                ----
<S>                                                         <C>               <C>
Cash and cash equivalents                                   $ 212,550         $ 443,772

Accounts receivable, net of allowance for
   doubtful accounts of $165,285 in 2002 and 2001           1,174,691         1,249,403

Investments in leases                                      33,678,626        35,467,668
                                                 --------------------- -----------------
Total assets                                             $ 35,065,867       $37,160,843
                                                 ===================== =================



                        LIABILITIES AND PARTNERS' CAPITAL



Non-recourse debt                                         $11,015,437       $11,663,273

Line of credit                                              6,000,000         6,500,000

Accounts payable:
   General Partner                                            198,446           146,080
   Other                                                      405,325           156,408
Accrued interest expense                                       18,121            21,601
Unearned operating lease income                                68,563           127,056
                                                 --------------------- -----------------
Total liabilities                                          17,705,892        18,614,418
Partners' capital:
     General Partner                                          187,373           188,354
     Limited Partners                                      17,172,602        18,358,071
                                                 --------------------- -----------------
Total partners' capital                                    17,359,975        18,546,425
                                                 --------------------- -----------------
Total liabilities and partners' capital                  $ 35,065,867       $37,160,843
                                                 ===================== =================
</TABLE>

                             See accompanying notes.



                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                         2002                2001
                                                                  ----                ----
   Leasing activities:
<S>                                                                <C>                <C>
      Operating leases                                             $ 1,403,768        $1,553,439
      Direct financing leases                                          112,557           151,390
      Leveraged leases                                                  10,844            14,243
      Gain on sales of assets                                           85,435           282,187
Interest income                                                          1,318            13,691
Other                                                                    1,739             1,165
                                                          --------------------- -----------------
                                                                     1,615,661         2,016,115
Expenses:
Depreciation and amortization                                        1,034,848         1,183,416
Interest expense                                                       263,930           293,909
Cost reimbursements to General Partner                                 188,248           173,833
Equipment and incentive management fees to General Partner              60,888           102,492
Other                                                                   60,718            72,200
Professional fees                                                       36,322            71,736
Railcar maintenance                                                     68,764            11,610
                                                          --------------------- -----------------
                                                                     1,713,718         1,909,196
                                                          --------------------- -----------------
Net (loss) income                                                    $ (98,057)        $ 106,919
                                                          ===================== =================

Net (loss) income:
   General Partner                                                      $ (981)          $ 1,069
   Limited Partners                                                    (97,076)          105,850
                                                          --------------------- -----------------
                                                                     $ (98,057)        $ 106,919
                                                          ===================== =================

Net (loss) income per Limited Partnership Unit                         $ (0.01)           $ 0.01
Weighted average number of Units outstanding                        12,497,000        12,497,000
</TABLE>

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Limited Partners        General
                                       Units            Amount             Partner              Total
<S>                                     <C>             <C>                     <C>             <C>
Balance December 31, 2001               12,497,000      $18,358,071             $ 188,354       $18,546,425
Distributions to limited partners                        (1,088,393)                    -        (1,088,393)
Net loss                                                    (97,076)                 (981)          (98,057)
                                  ----------------- ---------------- --------------------- -----------------
Balance March 31, 2002                  12,497,000      $17,172,602             $ 187,373       $17,359,975
                                  ================= ================ ===================== =================
</TABLE>

                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>
Operating activities:                                         2002                2001
                                                              ----                ----
<S>                                                              <C>               <C>
Net (loss) income                                                $ (98,057)        $ 106,919
Adjustment to reconcile net (loss) income to cash
   provided by operating activities:
   Depreciation and amortization                                 1,034,848         1,183,416
   Gain on sales of lease assets                                   (85,435)         (282,187)
   Leveraged lease income                                          (10,844)          (14,243)
   Changes in operating assets and liabilities:
      Accounts receivable                                           74,712           248,654
      Accounts payable, General Partner                             52,366            25,606
      Accounts payable, other                                      248,917           (39,171)
      Accrued interest expense                                      (3,480)          (14,298)
      Unearned operating lease income                              (58,493)         (114,982)
                                                      --------------------- -----------------
Net cash provided by operations                                  1,154,534         1,099,714
                                                      --------------------- -----------------

Investing activities:
Proceeds from sales of lease assets                                391,850         2,370,549
Reduction of net investment in direct financing leases             436,935           117,339
Reduction of net investment in leveraged leases                     21,688            28,486
                                                      --------------------- -----------------
Net cash provided by investing activities                          850,473         2,516,374
                                                      --------------------- -----------------

Financing activities:
Distributions to Limited Partners                               (1,088,393)       (3,748,746)
Proceeds of non-recourse debt                                      759,436                 -
Repayments of non-recourse debt                                 (1,407,272)       (1,913,721)
Repayments of borrowings under line of credit                   (1,000,000)                -
Borrowings under line of credit                                    500,000         1,000,000
                                                      --------------------- -----------------
Net cash used in financing activities                           (2,236,229)       (4,662,467)
                                                      --------------------- -----------------

Net decrease in cash and cash equivalents                         (231,222)       (1,046,379)

Cash and cash equivalents at beginning of period                   443,772         1,571,943
                                                      --------------------- -----------------
Cash and cash equivalents at end of period                       $ 212,550         $ 525,564
                                                      ===================== =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                         $ 267,410         $ 308,207
                                                      ===================== =================
</TABLE>






                             See accompanying notes.


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (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.

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.


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                             Depreciation
                                              Balance        Expense and                               Balance
                                            December 31,     Amortization     Reclassifications       March 31,
                                                2001          of Leases         & Dispositions           2002
                                                ----          ---------         --------------           ----
<S>                                           <C>              <C>                     <C>              <C>
Net investment in operating leases            $ 26,533,841       $ (997,852)           $ (132,777)      $25,403,212
Net investment in direct financing leases        8,094,439         (436,935)                    -         7,657,504
Net investment in leveraged leases               1,073,050          (10,844)             (148,545)          913,661
Residual value interests                           835,759                -                     -           835,759
Assets held for sale or lease                      725,609                -               (25,093)          700,516
Reserve for losses                              (2,224,816)               -                     -        (2,224,816)
Initial direct costs, net of accumulated
   amortization of $1,115,605 in 2001 and
   $1,085,159 in 2002                              429,786          (36,996)                    -           392,790
                                          ----------------- ---------------- --------------------- -----------------
                                              $ 35,467,668     $ (1,482,627)           $ (306,415)      $33,678,626
                                          ================= ================ ===================== =================
</TABLE>



                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance         Additions                                Balance
                                December 31,         and          Reclassifications       March 31,
                                    2001         Depreciation       & Dispositions           2002
                                    ----         ------------       --------------           ----
<S>                               <C>                <C>                   <C>              <C>
Transportation                    $ 36,606,091              $ -            $ (315,905)      $36,290,186
Construction                        11,425,007                -                     -        11,425,007
Manufacturing                        2,666,354                -                     -         2,666,354
Materials handling                     248,749                -                     -           248,749
                              ----------------- ---------------- --------------------- -----------------
                                    50,946,201                -              (315,905)       50,630,296
Less accumulated depreciation      (24,412,360)        (997,852)              183,128       (25,227,084)
                              ----------------- ---------------- --------------------- -----------------
                                  $ 26,533,841       $ (997,852)           $ (132,777)      $25,403,212
                              ================= ================ ===================== =================
</TABLE>

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

At March 31, 2002, the aggregate amounts of future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
                                                              Direct
                                           Operating        Financing
                                             Leases           Leases              Total
<S>                                           <C>              <C>                  <C>
 Nine months ending December 31, 2002         $3,237,417       $1,306,710           $ 4,544,127
        Year ending December 31, 2003          1,793,666          428,733             2,222,399
                                 2004            813,692          622,852             1,436,544
                                 2005            821,534          496,654             1,318,188
                                 2006            523,314          496,654             1,019,968
                           Thereafter          4,115,964        4,017,490             8,133,454
                                        ----------------- ---------------- ---------------------
                                            $ 11,305,587       $7,369,093          $ 18,674,680
                                        ================= ================ =====================
</TABLE>





                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (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>
 Nine months ending December 31, 2002        $2,077,2132        $ 502,074           $ 2,579,287
        Year ending December 31, 2003            709,048          553,832             1,262,880
                                 2004            453,006          513,642               966,648
                                 2005            481,214          485,263               966,477
                                 2006            544,469          442,613               987,082
                           Thereafter          6,750,487        1,989,480             8,739,967
                                        ----------------- ---------------- ---------------------
                                            $ 11,015,437       $4,486,904          $ 15,502,341
                                        ================= ================ =====================
</TABLE>


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  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

                                 MARCH 31, 2002
                                   (Unaudited)


5.  Related party transactions (continued):

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

<TABLE>
<CAPTION>
                                                                                        2002                2001
                                                                                        ----                ----
<S>                                                                                        <C>               <C>
Costs reimbursed to General Partner                                                        $ 188,248         $ 173,833

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).                              60,888           102,492
                                                                                --------------------- -----------------
                                                                                           $ 249,136         $ 276,325
                                                                                ===================== =================
</TABLE>


6.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expired on April 12,  2002 and has been  extended  through  June 30,  2002.  The
General  Partner is currently  negotiating a new line of credit and  anticipates
that the current line of credit will be replaced before its extended  expiration
date. As of March 31, 2002, borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                 <C>
Amount  borrowed by the Partnership under the acquisition facility                  $  6,000,000
Amounts borrowed by affiliated partnerships and limited liability companies
   under the acquisition facility                                                     13,300,000
                                                                                -----------------
Total borrowings under the acquisition facility                                       19,300,000
Amounts borrowed by the General Partner and its sister corporation under
   the warehouse facility                                                              5,235,045
                                                                                -----------------
Total outstanding balance                                                            $24,535,045
                                                                                =================

Total available under the line of credit                                             $62,000,000
Total outstanding balance                                                            (24,535,045)
                                                                                -----------------
Remaining availability                                                               $37,464,955
                                                                                =================
</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 March 31,
2002.







                                       9
<PAGE>

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

Capital Resources and Liquidity

In 2002, the Partnership's  primary source of cash was operating lease rents. In
2001,  the  Partnership's  primary  sources of cash were  proceeds from sales of
lease assets and 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
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expired on April 12,  2002 and has been  extended  through  June 30,  2002.  The
General  Partner is currently  negotiating a new line of credit and  anticipates
that the current line of credit will be replaced before its extended  expiration
date. As of March 31, 2002, borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                 <C>
Amount  borrowed by the Partnership under the acquisition facility                  $  6,000,000
Amounts borrowed by affiliated partnerships and limited liability companies
   under the acquisition facility                                                     13,300,000
                                                                                -----------------
Total borrowings under the acquisition facility                                       19,300,000
Amounts borrowed by the General Partner and its sister corporation under
   the warehouse facility                                                              5,235,045
                                                                                -----------------
Total outstanding balance                                                            $24,535,045
                                                                                =================

Total available under the line of credit                                             $62,000,000
Total outstanding balance                                                            (24,535,045)
                                                                                -----------------
Remaining availability                                                               $37,464,955
                                                                                =================
</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  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.



                                       10
<PAGE>

As of March 31, 2002, the Partnership had borrowed $59,077,347 on a non-recourse
basis with  remaining  unpaid  balances  of  $11,015,437.  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, 2002, 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.


Cash Flows

In both 2002 and 2001, the  Partnership's  primary  operating source of cash was
revenues from operating leases.  Operating lease revenues decreased by $149,671,
primarily as a result of sales of operating lease assets over the last year.

In  2002,  the  Partnership's  primary  source  of  cash  flows  from  investing
activities was direct  finance lease rents.  In 2001, the 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.
Rents on direct financing and leveraged  leases  (accounted for as reductions in
the net investment in such leases) also provided cash in both 2001 and 2000.

In 2002, sources of cash from financing activities consisted of amounts borrowed
on the line of credit and  proceeds  of  non-recourse  debt.  In 2001,  the only
source of cash from financing  activities was $1,000,000 borrowed on the line of
credit.  In 2002  and  2001,  the  single  largest  financing  use of  cash  was
distributions  to limited  partners.  The amount of such  distributions  did not
change significantly. As a result of scheduled debt payments, certain notes have
been paid off.  This would hase led to an overall  reduction  in the  amounts of
cash used to repay debt compared to 2001.


Results of operations

Operations resulted in a net loss of $107,959 in 2002, compared to net income of
$106,919 in 2001.

Operating lease revenues (and the related  depreciation  expense) have decreased
as a result  of sales of  assets  over the last  year.  Direct  financing  lease
revenues have decreased due to the same cause.

As scheduled debt payments have been made, debt balances have been reduced. This
caused interest expense to decrease by $29,979 compared to 2001.

Sales of lease assets decreased in the first quarter of 2002 compared to the
same period in 2001. Gains recognized on these sales decreased from $282,187 in
2001 to $85,435 in 2002.




                                       11
<PAGE>

                           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,  except for
the claim by Republic Financial  Corporation  described below. No other material
legal  proceedings are currently  pending against the Partnership or against any
of its assets.

Schwegmann's Giant Supermarkets:

In  October  1997,  Schwegmann's  Giant  Supermarkets  defaulted  on the  timely
performance of lease  payments,  and certain other  obligations  under its lease
with the  Partnerhship,  with respect to two of five locations of retail grocery
store  fixtures and  equipment,  with a receivable  balance  currently  totaling
approximately  $1.7 million.  The remaining  portion of the lease  payments with
respect to three of five  stores  was  assumed  by SGSM  Acquisition  Company (a
subsidiary of Kohlberg and Co.) ("SGSM").  Payments with respect to these leases
remained current until February 1999; however, on March 26, 1999, SGSM filed for
protection  under Chapter 11 of the U.S.  Bankruptcy Code. On February 22, 2000,
and then on September 20, 2000,  two of the obligors  under the original  lease,
Schwegmann   Westside   Expressway  Inc.  and  Schwegmann   Giant   Supermarkets
Partnership,  filed for protection under Chapter 11 of the U.S. Bankruptcy Code,
respectively.

The Partnership has liquidated all equipment leased under their lease, resulting
in net proceeds of $384,353, which represent 9.26% of original equipment cost.

The  Partnership  obtained  and  recorded  a  judgment  against  the  lessee and
guarantors in the approximate  amount of $2.8 million,  and pursued  recovery of
these liquidated damages, plus expenses, due under the lease. The lessee claimed
sufficient  assets to satisfy the claims of all secured creditors of the lessee;
however,  the lessee's  assets are primarily  relatively  illiquid real property
investments.  During 2001,  the lessee  received  $15,000,000 in proceeds from a
parcel of real property  sold to a large home  improvement  retail chain,  which
amount was sufficient to pay off substantially  all of the creditors,  including
the  Partnership's  claim of $2.8 million.  As of this date, the Partnership has
received in excess of $2.6 million in satisfaction of its claim, and the General
Partner  believes  that it has a reasonable  basis for assuming  recovery of its
remaining liquidated damages balance, in the approximate amount of $800,000 plus
legal fees, in full satisfaction of its claim.

Pegasus Gold Corporation:

On January 16, 1998, Pegasus Gold Corporation filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The initial meeting of creditors  established by
the U.S. Trustee's Office was held on March 9, 1998. The lessee's lease with the
Partnership had previously  been leveraged on a non-recourse  basis with The CIT
Group/Equipment  Financing,  Inc. ("CIT"), and all lease receivables  (currently
estimated at  $2,211,902  as of February 14, 2001) were  assigned to the lender.
Consequently,  the  Partnership's  exposure  is no greater  than the fair market
residual value of the equipment under lease,  currently estimated at $1,101,803.
The  reorganized  lessee/debtor  has  assumed  the  Partnership's  lease  in the
Bankruptcy  Court and cured all past due  payments  which are now  current.  The
Partnership  has  entered  into an Escrow  Agreement  with CIT,  wherein CIT has
agreed not to  foreclose  on the  Partnership's  interest  so long as the lessee
continues to perform under the lease.

At this time, the reorganized  lessee is current in its lease  obligations.  The
ultimate  recovery  under this lease is dependent on the price of gold remaining
at  a  level  sufficient  to  make  the  lessee's  operations  profitable,  and,
consequently,  any assessment of the impact of an adverse outcome of this matter
remains  uncertain.  The original  seven-year lease term expires on December 31,
2003.



                                       12
<PAGE>

Quaker Coal Company:

On December 31, 1997,  Quaker Coal Company,  one of the  Partnership's  lessees,
requested a moratorium  on lease  payments  from January  through March 1998. No
lease  payments were made by the lessee  through June of 1998,  and as a result,
the General  Partner  declared  the lease in default.  Subsequently,  the lessee
cured the outstanding payments and eventually satisfied  substantially all lease
payments due under the lease;  however, the General Partner refused to waive the
default and insisted on contractual  damages.  The General  Partner 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 amounts of these
damages have not been included in the financial  statements  included in Part I,
Item 1 of this report.

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 upon securing the return of its equipment,  which has
been liquidated,  netting  approximately 17% of the original equipment cost. 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 General Partner  believes the Court's
decision is erroneous,  as a matter law, and has filed an appeal of the decision
in the U.S. District Court of Appeals.

The lessee filed a plan of reorganization, which has been objected to by several
large creditors, including the General Partner.

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  American  Electric  Power's
("AEP") Plan of Reorganization ("AEP Plan") was successful.  Under the AEP Plan,
the claim of the  Partnerships  has been assigned to a  liquidating  trustee for
resolution and satisfaction from the debtor's estate.

In January 2002,  ATEL attended an appellate  settlement  conference  seeking to
resolve  the  outstanding  disputed  claim.  A reserve has been set aside by the
liquidating trustee in the amount of $1.2 million in partial satisfaction of the
Partnership's  claims and those of its  affiliates,  although  this claim amount
remains in dispute.  Currently,  the likelihood of recovery of amounts above the
payment of the lease rent and the liquidation of the equipment  already received
remains speculative and highly uncertain.



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.



                                       13
<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, March 31, 2002 and December 31, 2001.

          Statements of  operations  for the three month periods ended March 31,
          2002 and 2001.

          Statement of changes in  partners'  capital for the three month period
          ended March 31, 2002.

          Statements  of cash flows for the three month  periods ended March 31,
          2002 and 2001.

          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



                                       14
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                                   SIGNATURES


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

Date:
May 13, 2002

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



            By: ATEL Financial Corporation
                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


                                       15
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