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 September 30, 2000

                 |_|     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

                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                   (Unaudited)

                                     ASSETS


                                                 2000               1999
                                                 ----               ----
Cash                                             $1,721,222        $ 3,330,065

Accounts receivable                               2,281,744          2,772,627

Other receivables, net of allowance for
   doubtful accounts of $100,605 in 2000 and
   1999                                           1,150,214          1,309,783

Investments in leases                            49,118,943         60,548,669
                                            ----------------  -----------------
                                               $ 54,272,123       $ 67,961,144
                                            ================  =================




                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                              $ 17,632,348       $ 22,138,639

Accounts payable
   Other                                            890,105            359,831
   General Partner                                   71,221            117,089
   Equipment purchases                                1,352              1,352

Accrued interest                                     73,964            107,182

Unearned lease income                               272,528            416,654
                                            ----------------  -----------------
Total liabilities                                18,941,518         23,140,747

Partners' capital:
   General Partner                                  188,310            169,819
   Limited Partners                              35,142,295         44,650,578
                                            ----------------  -----------------
Total partners' capital                          35,330,605         44,820,397
                                            ----------------  -----------------
Total liabilities and partners' capital        $ 54,272,123       $ 67,961,144
                                            ================  =================

                             See accompanying notes.




                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                   Three Months Ended
                                                                     September 30,                      September 30,
                                                                     -------------                      -------------
                                                                 2000             1999              2000               1999
                                                                 ----             ----              ----               ----
Revenues:
Leasing activities:
<S>                                                             <C>              <C>                <C>               <C>
   Operating leases                                             $ 7,318,455      $10,489,356        $1,848,987        $ 3,237,430
   Direct financing leases                                          921,928        1,330,480           205,989            416,433
   Leveraged leases                                                  63,785           74,818            18,852             24,939
   Gain (loss) on sales of assets                                   893,417          233,547           (10,822)          (258,557)
Interest income                                                     111,549          215,767            48,574             68,590
Other                                                                27,343           (1,410)           13,176              5,959
                                                            ---------------- ----------------  ----------------  -----------------
                                                                  9,336,477       12,342,558         2,124,756          3,494,794
Expenses:
Depreciation and amortization                                     4,981,627        6,234,664         1,509,573          2,043,712
Interest                                                          1,068,208        1,579,828           351,305            488,760
Management fees                                                     609,084          794,182           117,297            208,975
Administrative cost reimbursements                                  315,319          263,709           119,725            118,969
Other                                                               261,793          282,632            76,996             61,366
Railcar maintenance                                                 251,389           59,099           112,819             71,270
                                                            ---------------- ----------------  ----------------  -----------------
                                                                  7,487,420        9,214,114         2,287,715          2,993,052
                                                            ---------------- ----------------  ----------------  -----------------
Net income (loss)                                               $ 1,849,057       $3,128,444        $ (162,959)         $ 501,742
                                                            ================ ================  ================  =================


Net income (loss):
     General Partner                                               $ 18,491         $ 31,284          $ (1,630)           $ 5,017
     Limited Partners                                             1,830,566        3,097,160          (161,329)           496,725
                                                            ---------------- ----------------  ----------------  -----------------
                                                                $ 1,849,057       $3,128,444        $ (162,959)         $ 501,742
                                                            ================ ================  ================  =================

Net income (loss) per Limited Partnership unit                       $ 0.15           $ 0.25           $ (0.01)            $ 0.04

Weighted average number of units outstanding                     12,497,000       12,497,000        12,497,000         12,497,000
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Limited Partners             General
                                                                 Units           Amount            Partner            Total

<S>                                                              <C>             <C>                 <C>             <C>
Balance December 31, 1999                                        12,497,000      $44,650,578         $ 169,819       $ 44,820,397
Distributions to limited partners                                                (11,338,849)                -        (11,338,849)
Net income                                                                         1,830,566            18,491          1,849,057
                                                            ---------------- ----------------  ----------------  -----------------
Balance September 30, 2000                                       12,497,000      $35,142,295         $ 188,310       $ 35,330,605
                                                            ================ ================  ================  =================
                                                                                                                                -
</TABLE>

                             See accompanying notes.


                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                 Three Months Ended
                                                                     September 30,                      September 30,
                                                                    -------------                      -------------
                                                                 2000             1999              2000               1999
                                                                 ----             ----              ----               ----
Operating activities:
<S>                                                             <C>               <C>               <C>                 <C>
Net income                                                      $ 1,849,057       $3,128,444        $ (162,959)         $ 501,742
Adjustments to reconcile net income (loss) to net
   cash provided by operations
   Depreciation and amortization                                  4,981,627        6,234,664         1,509,573          2,043,712
   Leveraged lease income                                           (63,785)         (74,818)          (18,852)           (24,939)
   (Gain) loss on sale of assets                                   (893,417)        (233,547)           10,822            258,557
Changes in operating assets and liabilities:
      Accounts receivable                                           490,883          391,383          (156,626)            82,140
      Accounts payable, General Partner                             (45,868)        (111,419)         (199,005)            42,628
      Accounts payable, other                                       530,274           68,810            44,852             10,429
      Unearned lease income                                        (144,126)        (211,125)            1,048            (15,007)
      Accrued interest                                              (33,218)         (23,808)          (16,535)            (7,475)
                                                            ---------------- ----------------  ----------------  -----------------
Net cash provided by operating activities                         6,671,427        9,168,584         1,012,318          2,891,787
                                                            ---------------- ----------------  ----------------  -----------------

Investing activities:
Proceeds from sales of assets                                     5,519,246        3,050,692           879,544            797,701
Reductions in investment in direct financing leases               1,886,055        1,331,428           672,932            165,636
Payments received on notes receivable                               159,569                -                 -                  -
Reductions in investment in leveraged leases                              -          476,332                 -            153,145
Purchase of equipment on operating leases                                 -         (178,200)                -                  -
                                                            ---------------- ----------------  ----------------  -----------------
Net cash provided by investing activities                         7,564,870        4,680,252         1,552,476          1,116,482
                                                            ---------------- ----------------  ----------------  -----------------
</TABLE>


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                 Three Months Ended
                                                                     September 30,                      September 30,
                                                                    -------------                      -------------
                                                                 2000             1999              2000               1999
                                                                 ----             ----              ----               ----
Financing activities:
<S>                                                             <C>               <C>               <C>                 <C>
Distributions to limited partners                               (11,338,849)     (11,248,840)       (3,842,083)        (3,749,100)
Repayments of non-recourse debt                                  (4,506,291)      (5,406,891)       (1,080,842)        (1,686,443)
Repayment of line of credit                                               -       (1,000,000)                -                  -
                                                            ---------------- ----------------  ----------------  -----------------
Net cash used in financing activities                           (15,845,140)     (17,655,731)       (4,922,925)        (5,435,543)
                                                            ---------------- ----------------  ----------------  -----------------
Net decrease in cash and cash equivalents                        (1,608,843)      (3,806,895)       (2,358,131)        (1,427,274)
Cash and cash equivalents at beginning
   of period                                                      3,330,065        8,872,945         4,079,353          6,493,324
                                                            ---------------- ----------------  ----------------  -----------------
Cash and cash equivalents at end of period                      $ 1,721,222       $5,066,050        $1,721,222        $ 5,066,050
                                                            ================ ================  ================  =================


Supplemental disclosure of cash flow information:

Cash paid for interest during period                            $ 1,101,426       $1,603,636         $ 367,840          $ 496,235
                                                            ================ ================  ================  =================

Supplemental schedule of non-cash transactions:

Direct financing lease assets reclassified to notes
   receivable                                                           $ -        $ 288,184               $ -          $ 288,184
                                                            ================ ================  ================  =================
</TABLE>



                             See accompanying notes.

                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000
                                   (Unaudited)


1.  Interim financial statements:

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


2.  Organization and partnership matters:

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

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

The Fund 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
                                                                               Expense or         Reclass-
                                                             December 31,     Amortization      ifications &      September 30,
                                                                 1999           of Leases       Dispositions           2000
                                                                 ----           ---------      --------------          ----
<S>                                                             <C>             <C>               <C>                 <C>
Net investment in operating leases                              $43,955,033     $ (4,755,249)     $ (5,214,929)       $33,984,855
Net investment in direct financing leases                        14,969,534       (1,886,055)       (1,725,333)        11,358,146
Net investment in leveraged leases                                2,123,085           63,785          (611,424)         1,575,446
Residual value interests                                            835,759                -                 -            835,759
Equipment held for sale or lease                                      5,008                -         2,925,857          2,930,865
Initial direct costs, net of accumulated
   amortization of $1,805,948 in 1999 and
   $1,675,238 in 2000.                                              915,059         (226,378)                -            688,681
Reserve for losses                                               (2,254,809)               -                 -         (2,254,809)
                                                            ---------------- ----------------  ----------------  -----------------
                                                                $60,548,669     $ (6,803,897)     $ (4,625,829)      $ 49,118,943
                                                            ================ ================  ================  =================
</TABLE>

                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000
                                   (Unaudited)


3. Investments in leases (continued):

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1999,
dispositions and  reclassifications  during the quarters ended March 31, June 30
and September 30, 2000 and as of September 30, 2000.

<TABLE>
<CAPTION>
                                            December 31,             Dispositions & Reclassifications             September 30,
                                                                     --------------------------------
                                                1999          1st Quarter      2nd Quarter       3rd Quarter           2000
                                                ----          -----------      -----------       -----------           ----
<S>                                           <C>               <C>               <C>             <C>                <C>
Transportation                                $ 42,798,186      $(3,657,042)      $3,261,725      $ (5,634,911)      $ 36,767,958
Construction                                    15,399,236      $(2,033,221)      $ (750,548)         (134,984)        12,480,483
Mining                                           6,981,798       (1,880,826)      (1,748,000)        1,748,000          5,100,972
Materials handling                               7,636,308         (564,941)      (1,503,469)         (468,072)         5,099,826
Furniture and fixtures                           4,709,326                -                -                 -          4,709,326
Manufacturing                                    3,475,585                -                -                 -          3,475,585
Office automation                                  145,726                -         (145,726)                -                  -
                                          ----------------- ---------------- ----------------  ----------------  -----------------
                                                81,146,165       (8,136,030)        (886,018)       (4,489,967)        67,634,150
Less accumulated depreciation                  (37,191,132)       2,305,589         (746,891)        1,983,139        (33,649,295)
                                          ----------------- ---------------- ----------------  ----------------  -----------------
                                              $ 43,955,033      $(5,830,441)    $ (1,632,909)     $ (2,506,828)      $ 33,984,855
                                          ================= ================ ================  ================  =================
</TABLE>

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

At September 30, 2000,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                                             Direct
                                           Operating        Financing           Total
<S>                                         <C>                <C>              <C>
 Three months ending December 31, 2000      $ 2,047,859        $ 736,535        $2,784,394
         Year ending December 31, 2001        5,472,650        2,473,232         7,945,882
                                  2002        3,640,770        2,125,473         5,766,243
                                  2003        1,764,423          428,733         2,193,156
                                  2004          779,777          622,851         1,402,628
                            Thereafter        5,460,813        5,007,927        10,468,740
                                        ---------------- ----------------  ----------------
                                            $19,166,292      $11,394,751      $ 30,561,043
                                        ================ ================  ================
</TABLE>


                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000
                                   (Unaudited)


3. Investments in leases (continued):

Direct financing leases:

The following  lists the  components of the  Partnership's  investment in direct
financing leases as of September 30, 2000.

Total minimum lease payments receivable                         $11,394,751
Estimated residual values of leased equipment (unguaranteed)      3,442,265
                                                            ----------------
Investment in direct financing leases                            14,837,016
Less unearned income                                             (3,478,870)
                                                            ----------------
Net investment in direct financing leases                       $11,358,146
                                                            ================


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 11.05%.

Future minimum principal  payments of non-recourse debt as of September 30, 2000
are as follows:

<TABLE>
<CAPTION>
                                          Principal        Interest            Total
                                          ---------        --------            -----
<S>                                        <C>                <C>              <C>
Three months ending December 31, 2000      $ 1,276,976        $ 333,132        $1,610,108
        Year ending December 31, 2001        4,551,860        1,060,433         5,612,293
                                 2002        2,899,228          699,578         3,598,806
                                 2003          709,048          553,832         1,262,880
                                 2004          453,006          513,642           966,648
                           Thereafter        7,742,230        2,917,355        10,659,585
                                       ---------------- ----------------  ----------------
                                           $17,632,348       $6,077,972      $ 23,710,320
                                       ================ ================  ================
</TABLE>


5.  Related party transactions:

The terms of the  Agreement  of Limited  Partnership  provide  that the  General
Partner  and/or  Affiliates  are entitled to receive  certain fees for equipment
acquisition,  management and resale and for management of the  Partnership.  The
amounts  above  are  gross  amounts  incurred  by  the  General  Partner  and/or
affiliates,  including  commissions to  broker-dealers  for the sales of Limited
Partnership Units.

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

                                            2000              1999
                                            ----              ----
Equipment and incentive management fees      $ 609,084         $ 794,182
Reimbursement of administrative costs          315,319           263,709
                                       ----------------  ----------------
                                             $ 924,403        $1,057,891
                                       ================  ================



                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000
                                   (Unaudited)


6. Partner's capital:

The Fund is authorized to issue up to  12,500,000  Units of Limited  Partnership
interest in addition to the Initial Limited Partners.


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

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

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

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

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

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

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

Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $77,500,000 revolving credit agreement with a group of financial
institutions  which  expires  on  July  28,  2001.  The  agreement  includes  an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

At September  30, 2000,  the  Partnership  had no  borrowings  under the line of
credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of September
30, 2000.

                                       10

<PAGE>

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

Capital Resources and Liquidity

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

As of  September  30,  2000,  the  Partnership  had  borrowed  $58,317,911.  The
remaining unpaid balance as of that date was $17,632,348.  Long-term  borrowings
are to be  non-recourse  to the  Partnership,  that is, the only recourse of the
lender will be to the equipment or corresponding  lease acquired or secured 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.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates in a $77,500,000  revolving  line of credit with a group of financial
institutions. The line of credit expires on July 28, 2001.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment. As of September 30, 2000, there were no
such commitments.

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

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

In 2000 and in 1999, the Partnership's most significant source of cash was lease
rents.

Cash flows - 2000 vs. 1999:

In both 2000 and 1999, the Partnership's  primary source of operating cash flows
was operating  lease rents.  Operating  lease rents have decreased by $3,170,901
(30%) as a result of asset sales over the last year.

In 2000 and 1999 the largest  source of cash from  investing  activities was the
proceeds  from sales of lease  assets.  In both  years,  lease rents from direct
financing lease transactions also provided a significant amount of cash flows.

There  were no  sources if cash from  financing  activities  in 2000 or in 1999.
Repayments of  non-recourse  debt have  decreased as a result of scheduled  debt
payments. Distributions to the Limited Partners did not change significantly.

Results of operations - 2000 vs. 1999:

In 2000,  operations  resulted  in net income of  $1,849,057  for the nine month
period  and a net  loss of  $162,959  for  the  three  month  period.  In  1999,
operations  resulted in net income of  $3,128,444  for the nine month period and
$501,742 for the three month period.

Operating leases are the Partnership's primary source of revenues. Such revenues
decreased by $3,170,901 (30%) compared to 1999. The decrease resulted from asset
sales over the last year.  Depreciation expense is directly related to operating
lease assets and has also decreased  compared to 1999 as a result of these asset
sales.  Management  fees  are  based  on  the  Partnership's  revenues  and  its
distributions  to the  Limited  Partners.  As a result of the  decrease in lease
revenues,  management  fees have declined  compared to 1999.  Debt balances have
been reduced by scheduled debt payments and this has resulted in the decrease of
$511,620 in interest expense compared to 1999.


                                       11
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No 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,  one of the  Partnership's
lessees, defaulted on two of five locations of retail grocery store fixtures and
equipment,  the lease payments,  and certain other  obligations under the lease,
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  ("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  is currently  pursuing  damages in the amount of $2.8 million,
representing  amounts due under the lease.  The lessee has  claimed  that it has
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.  As of this date, the General Partner  believes that it is doubtful
as to the likelihood of recovering all of the amounts claimed, however, it has a
reasonable basis for assuming substantial recovery of its current balance.

Pegasus Gold Corporation

On January 16, 1998, Pegasus Gold Corporation filed for protection under Chapter
11. The initial  meeting of creditors  established by the  Bankruptcy  Court 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 $2,336,266 as of
September 30, 2000) 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, made all past
due payments 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 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.

Quaker Coal Company

On December  31,  1997,  Quaker Coal  Company  requested a  moratorium  on lease
payments from January  through  March 1998. No lease  payments were made through
June of 1998. As a result,  the General  Partner  declared the lease in default.
Subsequently,  the lessee made the outstanding  payments,  however,  the General
Partner  refused to waive the default and insisted on additional  damages in the
range of $993,000 to $1,370,000. The General Partner sued the lessee for damages
and was awaiting judgment from the court when on June 16, 2000, the lessee filed
for protection under the U. S. Bankruptcy Act.

The  Partnership has filed a stipulation for relief from stay to allow the court
to issue its  ruling,  and has filed a request to  participate  on the  Official
Committee of Unsecured  Creditors.  The  Partnership has succeeded upon securing
the return of its equipment  which it is currently  liquidating.  The amounts of
these  damages have not been included in the  financial  statements  included in
Item 1 of this report,  however the  liklihood of recovery of amounts  above the
liquidation of the equipment is speculative.


                                       12
<PAGE>

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                           (a)Documents filed as a part of this report

                           1.  Financial Statements

                               Included in Part I of this report:

                               Balance  Sheets,  September 30, 2000 and December
                               31, 1999.

                               Income  statements  for the nine and three  month
                               periods ended September 30, 2000 and 1999.


                               Statement of changes in partners' capital for the
                               nine months ended September 30, 2000.


                               Statements  of cash  flows for the nine and three
                               month periods ended September 30, 2000 and 1999.


                               Notes to the Financial Statements

                           2.  Financial Statement Schedules

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



                           (b) Report on Form 8-K
                               None


                                       13
<PAGE>

                                   SIGNATURES


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


Date:
November 9, 2000

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



                                      By: ATEL Financial Corporation
                                          General Partner of Registrant




                                      By:   /s/ A. J. BATT
                                          ---------------------------------
                                          A. J. Batt
                                          President and Chief Executive Officer
                                          of General Partner




                                      By:   /s/ DEAN L. CASH
                                          ---------------------------------
                                          Dean L. Cash
                                          Executive Vice President
                                          of General Partner




                                      By:   /s/ PARITOSH K. CHOKSI
                                          -----------------------------------
                                          Paritosh K. Choksi
                                          Principal financial officer of
                                          registrant




                                      By:   /s/ DONALD E. CARPENTER
                                          -----------------------------------
                                          Donald E. Carpenter
                                          Principal accounting officer of
                                          registrant

                                       14