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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-QSB



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|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2006



| ̈ | 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



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ATEL Cash Distribution Fund V,
L.P.

(Exact name of registrant as specified in its charter)



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

600 California Street, 6th Floor, San Francisco, California 94108

(Address of principal executive offices)

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



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

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



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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 ̈No  x

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

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ̈No  x

State the issuers revenues for the most recent
fiscal year: $3,158,637

The number of Limited Liability Company Units outstanding as of June 30, 2007: 12,471,600



DOCUMENTS INCORPORATED BY REFERENCE

None



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Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

Index



|         |  |                                                                                                                                  |  |     
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                                  |  | Page
|Part I.  |  | Financial Information                                                                                                            |  | 3   
|         |  |                                                                                                                                 
|Item 1.  |  | Financial Statements (Unaudited)                                                                                                 |  | 3   
|         |  |                                                                                                                                 
|         |  | Balance Sheet, September 30, 2006.                                                                                               |  | 3   
|         |  |                                                                                                                                 
|         |  | Statements of Operations for the three and nine months ended September 30, 2006 and 2005.                                        |  | 4   
|         |  |                                                                                                                                 
|         |  | Statement of Changes in Partners Capital for the year ended December 31, 2005 and for the nine months ended September 30, 2006. |  | 5   
|         |  |                                                                                                                                 
|         |  | Statements of Cash Flows for the three and nine months ended September 30, 2006 and 2005.                                        |  | 6   
|         |  |                                                                                                                                 
|         |  | Notes to the Financial Statements                                                                                                |  | 7   
|         |  |                                                                                                                                 
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                            |  | 14  
|         |  |                                                                                                                                 
|Item 3.  |  | Controls and Procedures                                                                                                          |  | 17  
|         |  |                                                                                                                                 
|Part II. |  | Other Information                                                                                                                |  | 18  
|         |  |                                                                                                                                 
|Item 1.  |  | Legal Proceedings                                                                                                                |  | 18  
|         |  |                                                                                                                                 
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                      |  | 18  
|         |  |                                                                                                                                 
|Item 3.  |  | Defaults Upon Senior Securities                                                                                                  |  | 18  
|         |  |                                                                                                                                 
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                              |  | 18  
|         |  |                                                                                                                                 
|Item 5.  |  | Other Information                                                                                                                |  | 18  
|         |  |                                                                                                                                 
|Item 6.  |  | Exhibits                                                                                                                         |  | 18  



2



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##### Table of Contents

Part I. FINANCIAL INFORMATION



|Item 1. | Financial Statements (unaudited).
|------- | ---------------------------------

ATEL CASH DISTRIBUTION FUND V, L.P.

BALANCE SHEET

SEPTEMBER 30, 2006

(Unaudited)





|                                                                                    |  |   |           
|----------------------------------------------------------------------------------- |  | - | ----------
|ASSETS                                                                              |  |   |           
|                                                                                    | 
|Cash and cash equivalents                                                           |  | $ | 1,312,015 
|Accounts receivable, net of allowance for doubtful accounts of $99,036              |  |   | 257,381   
|Prepaids expenses                                                                   |  |   | 56,894    
|Investments in equipment and leases, net of accumulated depreciation of $11,783,891 |  |   | 9,332,615 
|                                                                                    |  |   |           
|Total assets                                                                        |  | $ | 10,958,905
|                                                                                    |  |   |           
|                                                                                    | 
|LIABILITIES AND PARTNERS CAPITAL                                                   |  |   |           
|                                                                                    | 
|Accounts payable and accruals:                                                      |  |   |           
|General Partner                                                                     |  | $ | 160,721   
|Other                                                                               |  |   | 377,069   
|Accrued interest payable                                                            |  |   | 11,864    
|Non-recourse debt                                                                   |  |   | 2,820,484 
|Unearned operating lease income                                                     |  |   | 21,990    
|                                                                                    |  |   |           
|Total liabilities                                                                   |  |   | 3,392,128 
|                                                                                    | 
|Commitments and contingencies                                                       |  |   |           
|                                                                                    | 
|Partners capital:                                                                  |  |   |           
|General Partner                                                                     |  |   | 196,041   
|Limited Partners                                                                    |  |   | 7,370,736 
|                                                                                    |  |   |           
|Total Partners capital                                                             |  |   | 7,566,777 
|                                                                                    |  |   |           
|Total liabilities and Partners capital                                             |  | $ | 10,958,905
|                                                                                    |  |   |           

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF OPERATIONS

THREE AND NINE MONTH PERIODS ENDED

SEPTEMBER 30, 2006 AND 2005

(Unaudited)



|                                                           |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|---------------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------ | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                           |  | Three months endedSeptember 30, |            |   | Nine months endedSeptember 30, |  
|                                                           |  | 2006                            |            |   | 2005                           |   |            | 2006 |  |   | 2005       |  
|Revenues:                                                  |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Leasing activities:                                        |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Operating leases                                           |  | $                               | 726,505    |   |                                | $ | 683,740    |      |  | $ | 2,171,332  |   |  | $ | 2,092,846  |  
|Gain (loss) on sales of assets                             |  |                                 | 4,894      |   |                                |   | (15,905    | )    |  |   | (32,785    | ) |  |   | 120,717    |  
|Interest income                                            |  |                                 | 14,033     |   |                                |   | 8,018      |      |  |   | 31,791     |   |  |   | 25,244     |  
|Other                                                      |  |                                 | 1,651      |   |                                |   | 53,620     |      |  |   | 6,514      |   |  |   | 59,621     |  
|                                                           |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|                                                           |  |                                 | 747,083    |   |                                |   | 729,473    |      |  |   | 2,176,852  |   |  |   | 2,298,428  |  
|                                                           |  |                                 |            |  
|Expenses:                                                  |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Depreciation of operating lease assets                     |  |                                 | 317,554    |   |                                |   | 314,459    |      |  |   | 939,692    |   |  |   | 889,219    |  
|Cost reimbursements to General Partner                     |  |                                 | 150,859    |   |                                |   | 143,180    |      |  |   | 425,250    |   |  |   | 395,017    |  
|Professional fees                                          |  |                                 | 47,253     |   |                                |   | 114,798    |      |  |   | 151,046    |   |  |   | 319,331    |  
|Railcar maintenance                                        |  |                                 | 80,225     |   |                                |   | 90,368     |      |  |   | 212,706    |   |  |   | 195,269    |  
|Interest expense                                           |  |                                 | 36,329     |   |                                |   | 46,143     |      |  |   | 116,215    |   |  |   | 146,260    |  
|Equipment and incentive management fees to General Partner |  |                                 | 28,908     |   |                                |   | 26,309     |      |  |   | 83,878     |   |  |   | 78,872     |  
|Other management fees                                      |  |                                 | 19,768     |   |                                |   | 21,928     |      |  |   | 65,758     |   |  |   | 52,993     |  
|Outside services                                           |  |                                 | 59,522     |   |                                |   |           |      |  |   | 115,137    |   |  |   |           |  
|Provision for claims                                       |  |                                 |           |   |                                |   | 250,000    |      |  |   |           |   |  |   | 250,000    |  
|Other                                                      |  |                                 | 17,428     |   |                                |   | 49,209     |      |  |   | 110,270    |   |  |   | 223,210    |  
|                                                           |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|                                                           |  |                                 | 757,846    |   |                                |   | 1,056,394  |      |  |   | 2,219,952  |   |  |   | 2,550,171  |  
|                                                           |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Net loss                                                   |  | $                               | (10,763    | ) |                                | $ | (326,921   | )    |  | $ | (43,100    | ) |  | $ | (251,743   | )
|                                                           |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|                                                           |  |                                 |            |  
|Net loss:                                                  |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|General Partner                                            |  | $                               | (108       | ) |                                | $ | (3,269     | )    |  | $ | (431       | ) |  | $ | (2,517     | )
|Limited Partners                                           |  |                                 | (10,655    | ) |                                |   | (323,652   | )    |  |   | (42,669    | ) |  |   | (249,226   | )
|                                                           |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|                                                           |  | $                               | (10,763    | ) |                                | $ | (326,921   | )    |  | $ | (43,100    | ) |  | $ | (251,743   | )
|                                                           |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|                                                           |  |                                 |            |  
|Net loss per Limited Partnership Unit                      |  | $                               | (0.00      | ) |                                | $ | (0.03      | )    |  | $ | (0.00      | ) |  | $ | (0.02      | )
|Weighted average number of Units outstanding               |  |                                 | 12,471,600 |   |                                |   | 12,471,600 |      |  |   | 12,471,600 |   |  |   | 12,471,600 |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2005

AND FOR THE NINE MONTH PERIOD

ENDED SEPTEMBER 30, 2006

(Unaudited)



|                                                   |  |                  |  |        |                |   |  |       |         |   |  |   |            |  
|-------------------------------------------------- |  | ---------------- |  | ------ | -------------- | - |  | ----- | ------- | - |  | - | ---------- | -
|                                                   |  | Limited Partners |  |        | GeneralPartner |   |  |       |        
|                                                   |  | Units            |  | Amount |                |   |  | Total |        
|Balance December 31, 2004                          |  | 12,471,600       |  | $      | 11,228,245     |   |  | $     | 197,222 |   |  | $ | 11,425,467 |  
|Distributions to Limited Partners ($0.20 per Unit) |  |                 |  |        | (2,493,720     | ) |  |       |        |   |  |   | (2,493,720 | )
|Net loss                                           |  |                 |  |        | (74,260        | ) |  |       | (750    | ) |  |   | (75,010    | )
|                                                   |  |                  |  |        |                |   |  |       |         |   |  |   |            |  
|Balance December 31, 2005                          |  | 12,471,600       |  |        | 8,660,265      |   |  |       | 196,472 |   |  |   | 8,856,737  |  
|Distributions to Limited Partners ($0.10 per Unit) |  |                 |  |        | (1,246,860     | ) |  |       |        |   |  |   | (1,246,860 | )
|Net loss                                           |  |                 |  |        | (42,669        | ) |  |       | (431    | ) |  |   | (43,100    | )
|                                                   |  |                  |  |        |                |   |  |       |         |   |  |   |            |  
|Balance September 30, 2006                         |  | 12,471,600       |  | $      | 7,370,736      |   |  | $     | 196,041 |   |  | $ | 7,566,777  |  
|                                                   |  |                  |  |        |                |   |  |       |         |   |  |   |            |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CASH FLOWS

THREE AND NINE MONTH PERIODS ENDED

SEPTEMBER 30, 2006 AND 2005

(Unaudited)



|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|-------------------------------------------------------------------------- |  | ------------------------------- | --------- | - | ------------------------------ | - | --------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                           |  | Three months endedSeptember 30, |           |   | Nine months endedSeptember 30, |  
|                                                                           |  | 2006                            |           |   | 2005                           |   |           | 2006 |  |   | 2005       |  
|Operating activities:                                                      |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Net loss                                                                   |  | $                               | (10,763   | ) |                                | $ | (326,921  | )    |  | $ | (43,100    | ) |  | $ | (251,743   | )
|Adjustment to reconcile net loss to cash provided by operating activities: |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Depreciation of operating lease assets                                     |  |                                 | 317,554   |   |                                |   | 314,459   |      |  |   | 939,692    |   |  |   | 889,219    |  
|(Gain) loss on sales of assets                                             |  |                                 | (4,894    | ) |                                |   | 15,905    |      |  |   | 32,785     |   |  |   | (120,717   | )
|(Recovery of) provision for doubtful accounts                              |  |                                 | (11,612   | ) |                                |   |          |      |  |   | (11,996    | ) |  |   | 26,033     |  
|Changes in operating assets and liabilities:                               |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Accounts receivable                                                        |  |                                 | (17,113   | ) |                                |   | (13,557   | )    |  |   | (59,210    | ) |  |   | 83,306     |  
|Prepaid expenses                                                           |  |                                 | (53,586   | ) |                                |   | (57,227   | )    |  |   | (11,260    | ) |  |   | (67,104    | )
|Accounts payable and accruals:                                             |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|General Partner                                                            |  |                                 | (4,743    | ) |                                |   | 8,682     |      |  |   | 30,147     |   |  |   | (21,227    | )
|Other                                                                      |  |                                 | 186,599   |   |                                |   | 313,522   |      |  |   | 159,090    |   |  |   | 153,805    |  
|Accrued interest payable                                                   |  |                                 | (733      | ) |                                |   | (938      | )    |  |   | (2,169     | ) |  |   | (2,510     | )
|Unearned operating lease income                                            |  |                                 | (432      | ) |                                |   | (32,792   | )    |  |   | (4,783     | ) |  |   | 684        |  
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Net cash provided by operating activities                                  |  |                                 | 400,277   |   |                                |   | 221,133   |      |  |   | 1,029,196  |   |  |   | 689,746    |  
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|                                                                           |  |                                 |           |  
|Investing activities:                                                      |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Proceeds from sales of lease assets                                        |  |                                 | 66,492    |   |                                |   | 139,045   |      |  |   | 275,721    |   |  |   | 485,389    |  
|Improvements of equipment on operating leases                              |  |                                 | (48,000   | ) |                                |   | (12,110   | )    |  |   | (204,000   | ) |  |   | (246,605   | )
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Net cash provided by investing activities                                  |  |                                 | 18,492    |   |                                |   | 126,935   |      |  |   | 71,721     |   |  |   | 238,784    |  
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|                                                                           |  |                                 |           |  
|Financing activities:                                                      |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Repayments of non-recourse debt                                            |  |                                 | (173,994  | ) |                                |   | (206,340  | )    |  |   | (515,477   | ) |  |   | (547,541   | )
|Distributions to Limited Partners                                          |  |                                 |          |   |                                |   |          |      |  |   | (1,246,860 | ) |  |   | (2,493,720 | )
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Net cash used in financing activities                                      |  |                                 | (173,994  | ) |                                |   | (206,340  | )    |  |   | (1,762,337 | ) |  |   | (3,041,261 | )
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|                                                                           |  |                                 |           |  
|Net increase (decrease) in cash and cash equivalents                       |  |                                 | 244,775   |   |                                |   | 141,728   |      |  |   | (661,420   | ) |  |   | (2,112,731 | )
|Cash and cash equivalents at beginning of period                           |  |                                 | 1,067,240 |   |                                |   | 1,167,467 |      |  |   | 1,973,435  |   |  |   | 3,421,926  |  
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Cash and cash equivalents at end of period                                 |  | $                               | 1,312,015 |   |                                | $ | 1,309,195 |      |  | $ | 1,312,015  |   |  | $ | 1,309,195  |  
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|                                                                           |  |                                 |           |  
|Supplemental disclosures of cash flow information:                         |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Cash paid during the period for taxes                                      |  | $                               | 3,087     |   |                                | $ |          |      |  | $ | 27,537     |   |  | $ |           |  
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  
|Cash paid during the period for interest                                   |  | $                               | 37,775    |   |                                | $ | 47,081    |      |  | $ | 118,384    |   |  | $ | 148,770    |  
|                                                                           |  |                                 |           |   |                                |   |           |      |  |   |            |   |  |   |            |  

See accompanying notes.



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

1. Organization and partnership matters:

ATEL Cash Distribution Fund
V, L.P. (the Partnership) was formed under the laws of the State of California in September 1992. The Partnership was formed for the purpose of engaging in the sale of limited partnership investment units and acquiring equipment to
engage in equipment leasing and sales activities. The General Partner of the Partnership is ATEL Financial Services, LLC (AFS), a California limited liability Partnership. Prior to converting to a limited liability Partnership structure,
AFS was formerly known as ATEL Financial Corporation.

The Partnership conducted a public offering of 12,500,000 Limited Partnership Units
(Units) at a price of $10 per Unit. On March 19, 1993, subscriptions for the minimum number of Units, 120,000, or $1,200,000, had been received. On that date, the Partnership commenced operations in its primary business (leasing
activities). As of November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125,000,000 in addition to the Initial Limited Partners Units and the offering was terminated. As of September 30,
2006, 12,471,600 Units were issued and outstanding.

The Partnerships principal objectives are to invest in a diversified portfolio of equipment
that: (i) preserve, protect and return the Partnerships invested capital; (ii) generate distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum
distributions to be used to purchase additional equipment during the reinvestment period (Reinvestment Period) which ended December 31, 2000; and (iii) provide significant distributions following the Reinvestment Period and
until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement.

As of September 30, 2006, the Partnership is in
the final stages of its liquidation phase as defined by the Limited Partnership Agreement.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited
financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with instructions to Form 10-QSB and Item 310(b) of Regulation
S-B. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such
adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that effect reported amounts in the financial statements and accompanying notes.
Therefore, actual results could differ from those estimates. Operating results for the nine months ended September 30, 2006 are not necessarily indicative of the results for the year ending December 31, 2006. Certain prior year amounts
have been reclassified to conform to the current year presentation.

Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual
values at the end of the lease term, expected future cash flows used for impairment analysis purposes, and determination of the allowance for doubtful accounts.

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments with original maturities of
three months or less.



7



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



Credit risk:

Financial instruments that potentially subject the Partnership to concentrations of credit risk include cash and cash equivalents, and accounts receivable. The Partnership places its cash deposits and temporary cash investments with
creditworthy, high quality financial institutions and therefore, believes that the concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Partnership. Accounts receivable represent amounts due
from lessees in various industries, related to equipment on operating leases.

Accounts receivable:

Accounts receivable represent the amounts billed under operating lease contracts which are currently due to the Partnership. Allowances for doubtful accounts are
typically established based on historical charge offs and collection experience and are usually determined by specifically identified lessees and invoiced amounts. Accounts receivable are charged off to expense on specific identification basis.
Amounts recovered that were previously written-off are recorded as other income in the period received.

Equipment on operating leases and related
revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms
of the related leases to the equipments estimated residual values at the end of the leases.

Operating lease revenue is recognized on a straight-line
basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally between 36 to 84 months. The
difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.

Asset valuation:

Recorded values of the Partnerships asset portfolio are periodically reviewed for impairment in accordance with Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than
their net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the assets expected holding period and estimates of undiscounted future rents. The residual value
assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant
number of the assets, if held in quantity simultaneously, or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows) of the
asset and its carrying value on the measurement date.

Segment reporting:

The Partnership adopted the provisions of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes annual and interim standards for operating
segments of a company. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. The Partnership is not organized by
multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly the Partnership operates in one reportable operating segment in the United States.

The Partnerships chief operating decision makers are the General Partnerships Chief Operating Officer and its Chief Executive Officer. The Partnership
believes that its equipment leasing business operates as one reportable segment because: a) the Partnership measures profit and loss at the equipment portfolio level as a whole; b) the chief operating decision



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the Partnership does not maintain
discrete financial information on any specific segment other than its equipment financing operations; d) the Partnership has not chosen to organize its business around different products and services other than equipment lease financing; and e) the
Partnership has not chosen to organize its business around geographic areas.

However, certain of the Partnerships lessee customers have
international operations. In these instances, the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the
Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are deployed.

The primary geographic region in which the Partnership
seeks leasing opportunities is North America and Europe. Currently, 100% of the Partnerships operating revenues are from customers domiciled in North America.

Unearned operating lease income:

The Partnership records prepayments on operating leases as a liability, unearned
operating lease income. The liability is recorded when the prepayments are received and recognized as operating lease revenue ratably over the period to which the prepayments relate.

Income taxes:

The Partnership is treated as a partnership for federal income tax purposes. Pursuant to the
provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. Accordingly, the Partnership has provided current income and franchise taxes for only those states which levy taxes on partnerships.

Per unit data:

Net income (loss) and distributions
per unit are based upon the weighted average number of Limited Partners Units outstanding during the period.

Recent accounting pronouncements:

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement No.159, The Fair Value Option for Financial Assets and
Financial Liabilitiesincluding an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected
to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an entitys first fiscal year
that begins after November 15, 2007, with early adoption permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157,
Fair Value Measurements. The Partnership does not presently anticipate any significant impact on its financial position, results of operations or cash flows.

During September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108. This Bulletin provides the Staffs views on the consideration of the effects of prior year
misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The guidance in SAB No. 108 is effective for financial statements of fiscal years ending after November 15, 2006. Adoption of this
guidance did not materially impact the Partnerships financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements (SFAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. SFAS 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. As of September 30, 2006, the Partnership does not believe the adoption of SFAS 157 will impact the
amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements reported in the statement of operations for
a fiscal period.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of
SFAS 109, Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax
position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on deregulation, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):



effective for fiscal years beginning after December 15, 2006. The Partnership will adopt FIN 48 as of January 1, 2007, as required. The cumulative
effect of adopting FIN 48 will be recorded in retained earnings and other accounts as applicable. The Partnership has not determined the effect, if any, the adoption of FIN 48 will have on the Partnerships financial position and results of
operations.

3. Investment in equipment and leases, net:

The Partnerships Investments in equipment and leases consists of the following:



|                                                                                                      |  |                         |            |                                            |   |          |                                                          |  |   |                          |   |  |   |          
|----------------------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | ------------------------------------------ | - | -------- | -------------------------------------------------------- |  | - | ------------------------ | - |  | - | ---------
|                                                                                                      |  | BalanceDecember 31,2005 |            | Reclassifications& Additions /Dispositions |   |          | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceSeptember 30,2006
|Net investment in operating leases                                                                    |  | $                       | 10,350,454 |                                            | $ | (94,106  | )                                                        |  | $ | (939,320                 | ) |  | $ | 9,317,028
|Assets held for sale or lease, net of accumulated depreciation of $19,675 in 2006 and $97,629 in 2005 |  |                         | 26,359     |                                            |   | (10,400  | )                                                        |  |   | (372                     | ) |  |   | 15,587   
|                                                                                                      |  |                         |            |                                            |   |          |                                                          |  |   |                          |   |  |   |          
|Total                                                                                                 |  | $                       | 10,376,813 |                                            | $ | (104,506 | )                                                        |  | $ | (939,692                 | ) |  | $ | 9,332,615
|                                                                                                      |  |                         |            |                                            |   |          |                                                          |  |   |                          |   |  |   |          

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for sale or lease. Impairment losses are recorded as an addition to
accumulated depreciation of the impaired assets. No impairment losses have been recognized for the three and nine month periods ended September 30, 2006 and 2005.

All of the leased property was acquired in the years 1993 through 2004.

Operating leases:

Equipment on operating leases consists of the following:



|                              |  |                         |             |   |           |   |          |                                  |  |   |                          |   |  |   |             |  
|----------------------------- |  | ----------------------- | ----------- | - | --------- | - | -------- | -------------------------------- |  | - | ------------------------ | - |  | - | ----------- | -
|                              |  | BalanceDecember 31,2005 |             |   | Additions |   |          | Reclassificationsor Dispositions |  |   | BalanceSeptember 30,2006 |  
|Transportation, rail          |  | $                       | 20,482,914  |   |           | $ | 204,000  |                                  |  | $ | (530,366                 | ) |  | $ | 20,156,548  |  
|Containers                    |  |                         | 1,040,474   |   |           |   |         |                                  |  |   | (115,778                 | ) |  |   | 924,696     |  
|                              |  |                         |             |   |           |   |          |                                  |  |   |                          |   |  |   |             |  
|                              |  |                         | 21,523,388  |   |           |   | 204,000  |                                  |  |   | (646,144                 | ) |  |   | 21,081,244  |  
|Less accumulated depreciation |  |                         | (11,172,934 | ) |           |   | (939,320 | )                                |  |   | 348,038                  |   |  |   | (11,764,216 | )
|                              |  |                         |             |   |           |   |          |                                  |  |   |                          |   |  |   |             |  
|Total                         |  | $                       | 10,350,454  |   |           | $ | (735,320 | )                                |  | $ | (298,106                 | ) |  | $ | 9,317,028   |  
|                              |  |                         |             |   |           |   |          |                                  |  |   |                          |   |  |   |             |  

At September 30, 2006, the aggregate amounts of future minimum lease payments under operating leases are as
follows:



|                                      |  |  |  |                 |          
|------------------------------------- |  |  |  | --------------- | ---------
|                                      |  |  |  | OperatingLeases
|Three months ending December 31, 2006 |  |  |  | $               | 728,675  
|Year ending December 31, 2007         |  |  |  |                 | 2,639,809
|2008                                  |  |  |  |                 | 2,149,054
|2009                                  |  |  |  |                 | 1,740,589
|2010                                  |  |  |  |                 | 902,078  
|2011                                  |  |  |  |                 | 235,720  
|                                      |  |  |  |                 |          
|                                      |  |  |  | $               | 8,395,925
|                                      |  |  |  |                 |          



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



3. Investment in equipment and leases, net (continued):



The Partnership utilizes the straight line depreciation method for equipment in all the following categories over the
following useful lives (in years):



|                    |  |            
|------------------- |  | -----------
|Equipment category  |  | Useful Life
|Transporation, rail |  | 30 - 35    
|Containers          |  | 7 - 10     

4. Related party transactions:

The terms of the Limited Partnership Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment management and resale and for management of the Partnership.

The Limited Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services
provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services where it is entitled to receive a separate fee as compensation for such services, such as management
of equipment. Reimbursable costs incurred by AFS 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. The Partnership is
contingently liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Partnership.

Each of ATEL Leasing
Corporation (ALC), ATEL Equipment Corporation (AEC), ATEL Investor Services (AIS) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership. Acquisition services are
performed for the Partnership by ALC, equipment management, lease administration and asset disposition services are performed by AEC, investor relations and communications services are performed by AIS and general administrative services for the
Partnership are performed by AFS.

Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the
Partnership. These costs are allocated to each managed entity based on certain criteria such as existing or new leases, number of investors or equity depending upon the type of cost incurred.

Incentive management fees are computed as 5.0% of distributions of cash from operations, as defined in the Limited Partnership Agreement and equipment management fees
are 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.

During the three and nine month periods ended September 30, 2006 and 2005, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the
Limited Partnership Agreement, as follows:



|                                                           |  |                                 |         |                                |   |         |  |      |         |  |   |        
|---------------------------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                                                           |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30,
|                                                           |  | 2006                            |         | 2005                           |   | 2006    |  | 2005
|Cost reimbursements to General Partner                     |  | $                               | 150,859 |                                | $ | 143,180 |  | $    | 425,250 |  | $ | 395,017
|Equipment and incentive management fees to General Partner |  |                                 | 28,908  |                                |   | 26,309  |  |      | 83,878  |  |   | 78,872 
|                                                           |  |                                 |         |                                |   |         |  |      |         |  |   |        
|                                                           |  | $                               | 179,767 |                                | $ | 169,489 |  | $    | 509,128 |  | $ | 473,889
|                                                           |  |                                 |         |                                |   |         |  |      |         |  |   |        

The General Partner makes certain payments to third parties on behalf of the Partnership for convenience purposes.
During the nine month periods ended September 30, 2006 and 2005, the General Partner made such payments of $457,613 and $204,153, respectively. During the three month periods ended September 30, 2006 and 2005, the General Partner made such
payments of $214,959 and $111,486 respectively.



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

5. Non-recourse debt:

At September 30, 2006, non-recourse debt consists of a note payable to a financial institution. The note is due in monthly installments. Interest on the note is at a
fixed rate of 5.0%. The note is secured by assignments of lease payments and pledges of assets. At September 30, 2006, the carrying value of the pledged assets is approximately $3,081,032. The note matures in 2010.

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



|                                      |  |  |  |           |           |          |   |         |  |   |          
|------------------------------------- |  |  |  | --------- | --------- | -------- | - | ------- |  | - | ---------
|                                      |  |  |  | Principal |           | Interest |   | Total  
|Three months ending December 31, 2006 |  |  |  | $         | 176,200   |          | $ | 34,855  |  | $ | 211,055  
|Year ended December 31, 2007          |  |  |  |           | 727,412   |          |   | 116,807 |  |   | 844,219  
|2008                                  |  |  |  |           | 764,993   |          |   | 79,226  |  |   | 844,219  
|2009                                  |  |  |  |           | 804,517   |          |   | 39,702  |  |   | 844,219  
|2010                                  |  |  |  |           | 347,362   |          |   | 4,396   |  |   | 351,758  
|                                      |  |  |  |           |           |          |   |         |  |   |          
|                                      |  |  |  | $         | 2,820,484 |          | $ | 274,986 |  | $ | 3,095,470
|                                      |  |  |  |           |           |          |   |         |  |   |          

6. Commitments:

As of September 30, 2006, the Partnership had no commitments to purchase lease assets.

7. Guarantees:

The Partnership enters into contracts that contain a variety of indemnifications. The Partnerships maximum exposure under these arrangements is unknown. However,
the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

In the normal course of
business, the Partnership enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry
practice for most contracts of any significant value to include provisions that each of the contracting partiesin addition to assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying
contractual obligationsalso assume an obligation to indemnify and hold the other contracting party harmless for such breaches, for harm caused by such partys gross negligence and willful misconduct, including, in certain instances,
certain costs and expenses arising from the contract. The General Partner has substantial experience in managing similar leasing programs subject to similar contractual commitments in similar transactions, and the losses and claims arising from
these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the reasonable business judgment of the General Partner, no liability will arise as a result of these
provisions. The General Partner has no reason to believe that the facts and circumstances relating to the Partnerships contractual commitments differ from those it has entered into on behalf of the prior programs it has managed. The General
Partner knows of no facts or circumstances that would make the Partnerships contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these
indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnerships similar commitments is remote. Should any such
indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



8. Partners Capital:

As of September 30, 2006, 12,471,600 Units were issued and outstanding (including the 50 Units issued to the Initial Limited Partners).

As defined in the Limited Partnership Agreement, the Partnerships Net Income, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS.

Available Cash from Operations and Cash from Sales and Refinancing are to be distributed as follows:

First, 5% of Distributions of Cash from Operations to AFS as Incentive Management Fee;

Second, the balance
to the Limited Partners until the Limited Partners have received Aggregate Distributions 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.

Third, AFS will receive as Incentive Management Compensation, the following:



| | (A) | 10% of remaining Cash from Operations and
| | --- | -----------------------------------------



| | (B) | 15% of remaining Cash from Sales or Refinancing. and
| | --- | ----------------------------------------------------

Fourth, the
balance to the Limited Partners.

Distributions to the Limited Partners were as follows:



|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|-------------------------------------------- |  | ------------------------------- | ---------- | ------------------------------ | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                             |  | Three Months EndedSeptember 30, |            | Nine Months EndedSeptember 30,
|                                             |  | 2006                            |            | 2005                           |   | 2006       |  | 2005
|Distributions declared                       |  | $                               |           |                                | $ |           |  | $    | 1,246,860  |  | $ | 2,493,720 
|Weighted average number of Units outstanding |  |                                 | 12,471,600 |                                |   | 12,471,600 |  |      | 12,471,600 |  |   | 12,471,600
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|Weighted average distributions per Unit      |  | $                               |           |                                | $ |           |  | $    | 0.10       |  | $ | 0.20      
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Statements contained in this Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, (MD&A) and elsewhere in this and elsewhere in this Form
10-QSB, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and
changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced
returns on invested capital. The Partnerships performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Partnerships performance is also subject to risks relating to the value of its
equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to
these forward-looking statements, which speak only as of the date of this Form 10-QSB. We undertake no obligation to publicly release any revisions to these forward- looking statements to reflect events or circumstances after the date of this Form
10-QSB or to reflect the occurrence of unanticipated events, other than as required by law.

Capital Resources and Liquidity

The Partnerships public offering provided for a total maximum capitalization of $125,000,000. On March 19, 1993, the Partnership commenced operations in its
primary business (leasing activities). As of November 15, 1994, subscriptions for 12,500,000 Units or $125,000,000 in addition to the Initial Limited Partners Units have been received and the offering was concluded. The Reinvestment
Period ended December 31, 2000 and the Partnership is now in the final stages of its liquidation phase.

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.

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.

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.

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 AFSs success in re-leasing or selling the equipment as it comes off lease.

As of September 30, 2006, the Partnership had cumulatively borrowed $62,498,578 on a non-recourse basis with a remaining unpaid balance of $2,820,484. Non-recourse
debt payments match the rental income received from the underlying leases and therefore do not represent cash outflows for the Partnership. Borrowings are 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. AFS does not anticipate any future non-recourse borrowings on behalf of the Partnership.

The Partnership commenced regular distributions, based on cash flows from operations, beginning with the second quarter of 1993. At September 30, 2006, the
Partnership had no commitments to purchase leased assets.



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##### Table of Contents

Cash Flows

The three months ended September 30, 2006 versus the three months ended September 30, 2005

During the three months ended
September 30, 2006 and 2005, the primary source of cash from operations was rents from operating leases. In addition, cash flows were impacted by changes in certain assets and liabilities. Cash provided by operating activities totaled $400,277
and $221,133 for the three months ended September 30, 2006 and 2005, respectively. The difference is generally the result of the change in year over year results of operations, partially offset by the impact of a decline in accounts payable and
accrued liabilities. The decline in year over year net loss was primarily due to decreases in litigation expense and professional fees, both as a result of a decline in legal fees, as well as an increase in operating lease revenue. The decreases in
litigation expense and professional fees resulted in a cash inflow of $317,545 while the increase in operating lease revenue generated $42,765 of cash flow. These increases in cash flow was offset by a $140,348 cash outflow related to increased
payments made against accounts payable and accrued liabilities.

During the three months ended September 30, 2006 and 2005, the main sources of cash
flow from investing activities were proceeds from sales of lease assets. Proceeds from sales of lease assets are not expected to be consistent from one period to another as the sales of lease assets are subject to various factors such as the timing
of lease terminations, market demand and the condition and uniqueness of the assets subject to sale. Cash provided by investing activities totaled $18,492 and $126,935 for the three months ended September 30, 2006 and 2005, respectively. The
decrease was primarily due to a decrease in proceeds from sales of lease assets combined with an increase in cash used for improvements of equipment under operating leases. Proceeds from sales of assets decreased by $72,553 from $139,045 for the
three months ended September 30, 2005 to $66,492 for the same period in 2006. Cash used for improvements of equipment under operating leases increased by $35,890 from $12,110 for the three months ended September 30, 2005 to $48,000 for the
same period in 2006.

During the three months ended September 30, 2006 and 2005, the Partnerships only financing activity was the repayment of
debt. Cash used in repaying debt totaled $173,994 and $206,340 for the three months ended September 30, 2006 and 2005, respectively.

The nine
months ended September 30, 2006 versus the nine months ended September 30, 2005

During the nine months ended September 30, 2006 and
2005, the primary source of cash from operations was rents from operating leases. Cash provided by operating activities totaled $1,029,196 and $689,746 for the nine months ended September 30, 2006 and 2005, respectively. The difference is
generally the result of the change in year over year results of operations. The year over year net loss declined due to decreases in (1) litigation expense, (2) professional fees, and (3) other expenses combined with an increase in
operating lease revenue. The decreases in the above mentioned expenses resulted in a cash inflow of $531,225 while the increase in operating lease revenue generated $78,486 of cash flow. The net impact of changes in operating assets and liabilities
on cash flow was negligible for the nine months ended September 30, 2006 when compared to the same period in 2005.

During the nine months ended
September 30, 2006 and 2005, the main sources of cash flow from investing activities were proceeds from sales of lease assets. Cash provided by investing activities totaled $71,721 for the nine months ended September 30, 2006 compared to
$238,784 for the same period in 2005. The decrease was primarily due to a decrease in proceeds from sales of lease assets, partially offset by a decrease in cash used to refurbish equipment under operating leases. Proceeds from sales of lease assets
declined by $209,668 from $485,389 for the nine months ended September 30, 2005 to $275,721 for the same period in 2006. The aforementioned decrease was partially offset by a $42,605 decline in cash used to refurbish equipment under operating
leases.

During the nine months ended September 30, 2006 and 2005, the Partnerships financing activities were limited to repayment of debt and
distributions to Limited Partners. Cash used in financing activities totaled $1,762,337 and $3,041,261 for the first nine months of 2006 and 2005, respectively. The decrease in cash used was primarily due to a decline in distributions paid to
Limited Partners which totaled $1,246,860 for the nine months ended September 30, 2006 compared to $2,493,720 for the same period in 2005.



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##### Table of Contents

Results of operations

Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership. These costs are allocated to each managed entity based on certain criteria such as existing or new leases,
number of investors or equity depending upon the type of cost incurred.

The three months ended September 30, 2006 versus the three months ended
September 30, 2005

The Partnership had net losses of $10,763 and $326,921 for the three months ended September 30, 2006 and 2005,
respectively. The increase reflects a $298,548 decrease in operating expenses and a $17,610 increase in total revenues.

Total revenues were $747,083 and
$729,473 for the three months ended September 30, 2006 and 2005, respectively. The increase in revenues was driven by an increase in operating lease revenue and gain on sales of assets offset by a decline in other income. During the three
months ended September 30, 2006, operating lease revenue increased by $42,765 to $726,505 from $683,740 during the same period in 2005, on higher rents from increased railcar activity. Gains on sales of assets increased by $20,799 to a gain of
$4,894 during the three months ended September 30, 2006 from a loss of $15,905 during the same period in 2006. The aforementioned increases were offset by a $51,969 decrease in other revenues. The year over year decrease in other revenues was a
result of a decline in deferred maintenance billings to customers.

Total expenses were $757,846 and $1,056,394 for the three months ended
September 30, 2006 and 2005, respectively. The decrease in total expenses was primarily due to declines in litigation expense and professional fees, partially offset by an increase in outside services.

Litigation expense and professional fees decreased by a total of $317,545 in the third quarter of 2006 versus 2005. The decrease was primarily a result of a decline in
legal fees.

The decrease in litigation expense and professional fees was partially offset by a $59,522 increase in outside services expense. The increase
in outside services expense reflects costs associated with the Partnerships restatement effort and audit of prior period financial statements.

The nine months ended September 30, 2006 versus the nine months ended September 30, 2005

The Partnership had net losses of
$43,100 and $251,743 for the nine months ended September 30, 2006 and 2005, respectively. The increase reflects the impact of a $330,219 decrease in operating expenses added to a $121,576 decrease in total revenues.

Total revenues were $2,176,852 and $2,298,428 for the nine months ended September 30, 2006 and 2005, respectively. The net decrease was due to a decline in gains on
sales of assets and other revenue offset by an increase in operating lease revenue. During the nine months ended September 30, 2006, gains on sales of assets decreased by $153,502 to a loss of $32,785 from a gain of $120,717 during the same
period in 2005. The decline in gains on sales of assets was partially offset by a $78,486 increase in operating lease revenues as a result of higher rents as previously mentioned.

Total expenses were $2,219,952 and $2,550,171 for the nine months ended September 30, 2006 and 2005, respectively. The decrease in total expenses was primarily due to declines in litigation expense, professional
fees, and other expenses offset by increases in outside services and depreciation expense.

Litigation expense and professional fees decreased by a total
of $418,285 in 2006 versus 2005 on lower legal fees. Other expenses decreased by $112,940 to $110,270 in 2006 from $223,210 in 2005 on lower provision for doubtful accounts, printing and photocopy expenses, storage fees and miscellaneous expenses.

The above decreases were offset by increases in outside services and depreciation expense of $115,137 and $50,473, respectively. The increase in outside
services expense relates to costs of the Partnerships restatement effort as previously discussed, while the increase in depreciation reflects adjustments to recorded residual values of railcars under lease renewals.



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##### Table of Contents

|Item 3. | Controls and procedures.
|------- | ------------------------

Evaluation of disclosure
controls and procedures

The Partnerships General Partners Chief Executive Officer, and Executive Vice President and Chief Financial and
Operating Officer, evaluated the effectiveness of the Partnerships disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) during and as of the end of the period covered by this report. Based on this evaluation, the
Chief Executive Officer and Executive Vice President and Chief Financial and Operating Officer concluded that at September 30, 2006, certain material weaknesses existed in the Partnerships internal control over financial reporting.

The Partnership does not control the financial reporting process, and is dependent on the General Partner, who is responsible for providing the
Partnership with financial statements in accordance with generally accepted accounting principles. The General Partners disclosure controls and procedures over the: a) application of generally accepted accounting principles for leasing
transactions b) allocation of costs incurred by the General Partner on behalf of the Partnership; c) process of identifying and estimating liabilities in the correct period; and d) financial statement close process, including evaluating the relative
significance of misstatements and preparation of financial statements and related disclosures, were determined to be ineffective and constitute material weaknesses in internal control over financial reporting.

Changes in internal control

The General Partner has reviewed
the material weaknesses and believes that the following corrective actions taken as a whole will address the material weaknesses in its disclosure controls and procedures described above. These corrective actions are as follows:



| |  |  | With regard to the allocations of costs and expenses incurred by the General Partner, the allocation process has been reviewed and the costs and expenses have been
properly allocated in accordance with the Partnership Agreement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | With regard to identifying and estimating liabilities in the correct periods, the General Partner has performed a detailed review to identify and record the
liabilities, in the correct period. A standardized quarterly review process has been implemented to ensure the identification and estimation of the liabilities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The General Partner has taken the following steps to mitigate the weakness regarding its financial statement close process: a Chief Accounting Officer and an SEC
reporting manager have been hired, and the controller position has been split into two separate roles to ensure proper management of the Managing Member and the managed Funds accounting operations. Controls and job functions are being
redesigned to increase the documentation of processes and transparency of procedures going forward.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

In the ordinary course of conducting
business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnerships financial position or results of
operations.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

Not applicable.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

Not
applicable.



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

Not applicable.



|Item 5. | Other Information.
|------- | ------------------

Not applicable.



|Item 6. | Exhibits.
|------- | ---------

Documents filed as a part of this report



| | 1. | 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 not applicable, and therefore have been omitted.



| | 2. | Other Exhibits
| | -- | --------------



|     |  |                                                                       
|---- |  | ----------------------------------------------------------------------
|31.1 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash               
|31.2 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi         
|32.1 |  | Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash      
|32.2 |  | Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi



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##### Table of Contents

SIGNATURES

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

Date: August 7, 2007



|    |  |                               |  |  |  |  |  |                                     |  |                                                            |  | 
|--- |  | ----------------------------- |  |  |  |  |  | ----------------------------------- |  | ---------------------------------------------------------- |  | 
|    |  |                               |  |  |  |  |  | ATEL Cash Distribution Fund V, L.P. |  |                                                           
|    |  |                               |  |  |  |  |  | (Registrant)                        |  |                                                           
|    |  |                               |  |  |  | 
|By: |  | ATEL Financial Services, LLC  |  |  |  |  |  |                                     |  |                                                            |  | 
|    |  | General Partner of Registrant |  |  |  |  |  |                                     |  |                                                            |  | 
|    |  |                               |  |  |  | 
|    |  |                               |  |  |  |  |  | By:                                 |  | /s/ Dean L. Cash                                           |  | 
|    |  |                               |  |  |  |  |  |                                     |  | Dean L. Cash,                                              |  | 
|    |  |                               |  |  |  |  |  |                                     |  | President and Chief Executive Officer of                   |  | 
|    |  |                               |  |  |  |  |  |                                     |  | ATEL Financial Services, LLC (General Partner)             |  | 
|    |  |                               |  |  |  | 
|    |  |                               |  |  |  |  |  | By:                                 |  | /s/ Paritosh K. Choksi                                     |  | 
|    |  |                               |  |  |  |  |  |                                     |  | Paritosh K. Choksi,                                        |  | 
|    |  |                               |  |  |  |  |  |                                     |  | Executive Vice President and Chief Financial and Operating |  | 
|    |  |                               |  |  |  |  |  |                                     |  | Officer of ATEL Financial Services, LLC (General Partner)  |  | 



19