Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                 |X|      Quarterly Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934.
                          For the quarterly period ended March 31, 1999

                 |_|      Transition Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934.
                          For the transition period from _______ to _______

                        Commission File Number 000-23842

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

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

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

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



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

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.
<PAGE>


                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                   (Unaudited)


                                     ASSETS

                                                  1999              1998
                                                  ----              ----
Cash and cash equivalents                         $8,748,821       $ 8,872,945

Accounts receivable                                1,646,731         2,050,366

Notes receivable, net of allowance 
   for doubtful account of $100,605
   in 1998 and 1999                                  995,175           995,175

Investments in leases                             70,580,205        74,753,369
                                            ----------------- -----------------
Total assets                                     $81,970,932      $ 86,671,855
                                            ================= =================

                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                $27,316,218      $ 29,331,123
Line of credit                                             -         1,000,000
Accounts payable:
   Equipment purchases                                89,952           178,200
   General Partner                                   307,946           217,385
   Other                                             719,571           348,769
Accrued interest expense                              95,411           104,179
Unearned operating lease income                      819,261           871,146
                                            ----------------- -----------------
Total liabilities                                 29,348,359        32,050,802
Partners' capital:
     General Partner                                 135,342           117,833
     Limited Partners                             52,487,231        54,503,220
                                            ----------------- -----------------
Total partners' capital                           52,622,573        54,621,053
                                            ----------------- -----------------
Total liabilities and partners' capital          $81,970,932      $ 86,671,855
                                            ================= =================

                             See accompanying notes.
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
Revenues:                                                       1999              1998
                                                                ----              ----
   Leasing activities:
<S>                                                             <C>              <C>        
      Operating leases                                          $3,822,254       $ 4,776,238
      Direct financing leases                                      465,314           644,450
      Leveraged leases                                              24,939            27,442
      Gain on sales of assets                                      533,075            77,089
Interest income                                                     69,531             5,899
Other                                                                2,458             9,819
                                                          ----------------- -----------------
                                                                 4,917,571         5,540,937
Expenses:
Depreciation and amortization                                    2,235,987         3,101,427
Interest expense                                                   566,679           770,699
Equipment and incentive management fees to General Partner         311,681           404,327
Administrative cost reimbursements to General Partner               43,402           119,511
Provision for losses                                                     -            55,409
Professional fees                                                   11,043            12,633
Other                                                               (2,132)          136,493
                                                          ----------------- -----------------
                                                                 3,166,660         4,600,499
                                                          ----------------- -----------------
Net income                                                      $1,750,911         $ 940,438
                                                          ================= =================

Net income:
   General Partner                                                $ 17,509           $ 9,404
   Limited Partners                                              1,733,402           931,034
                                                          ----------------- -----------------
                                                                $1,750,911         $ 940,438
                                                          ================= =================

Net income per Limited Partnership Unit                             $ 0.14            $ 0.07
Weighted average number of Units outstanding                    12,497,000        12,497,000
</TABLE>


                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                               THREE MONTH PERIOD
                              ENDED MARCH 31, 1999
                                   (Unaudited)

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

<S>                                    <C>             <C>                  <C>            <C>         
Balance December 31, 1998              12,497,000      $ 54,503,220         $ 117,833      $ 54,621,053
Distributions to limited partners                        (3,749,391)                         (3,749,391)
Net income                                                1,733,402            17,509         1,750,911
                                 ----------------- ----------------- ----------------- -----------------
Balance March 31, 1999                 12,497,000      $ 52,487,231         $ 135,342      $ 52,622,573
                                 ================= ================= ================= =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1999 AND 1998


<TABLE>
<CAPTION>
Operating activities:                                                             1999              1998
                                                                                  ----              ----
<S>                                                                               <C>               <C>        
Net income                                                                        $1,750,911         $ 940,438
Adjustment to reconcile net income to cash provided by operating activities:
   Depreciation and amortization                                                   2,235,987         3,101,427
   Gain on sales of lease assets                                                    (533,075)          (77,089)
   Provision for losses                                                                    -            55,409
   Leveraged lease income                                                            (24,939)          (27,442)
   Changes in operating assets and liabilities:
      Accounts receivable                                                            403,635           117,276
      Accounts payable, General Partner                                               90,561              (208)
      Accounts payable, other                                                        370,802            38,701
      Accrued interest expense                                                        (8,768)          (14,855)
      Unearned operating lease income                                                (51,885)          (45,471)
                                                                            ----------------- -----------------
Net cash provided by operations                                                    4,233,229         4,088,186
                                                                            ----------------- -----------------

Investing activities:
Reduction of net investment in direct financing leases                               547,161           771,536
Purchases of assets on operating leases                                              (88,248)                -
Proceeds from sales of lease assets                                                1,667,311           544,360
Payments received on notes receivable                                                      -            17,834
Reduction of net investment in leveraged leases                                      280,719           153,145
                                                                            ----------------- -----------------
Net cash used in investing activities                                              2,406,943         1,486,875
                                                                            ----------------- -----------------

Financing activities:
Repayments of borrowings under line of credit                                     (1,000,000)                -
Repayments of non-recourse debt                                                   (2,014,905)       (2,400,478)
Distributions to Limited Partners                                                 (3,749,391)       (3,604,724)
                                                                            ----------------- -----------------
Net cash used in financing activities                                             (6,764,296)       (6,005,202)
                                                                            ----------------- -----------------

Net decrease in cash and cash equivalents                                           (124,124)         (430,141)

Cash and cash equivalents at beginning of period                                   8,872,945           733,263
                                                                            ----------------- -----------------
Cash and cash equivalents at end of period                                        $8,748,821         $ 303,122
                                                                            ================= =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                           $ 575,447         $ 785,554
                                                                            ================= =================
</TABLE>






                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

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


2. Organization and partnership matters:

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

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of $1,200,000 and the receipt of the proceeds thereof on March 19, 1993,
the Partnership commenced operations.  The Partnership or the General Partner on
behalf of the Partnership, will incur costs in connection with the organization,
registration  and issuance of the Units.  The amount of such costs to be born by
the Partnership is limited by certain provisions in the Partnership Agreement.

As of  November  15,  1994,  the  Partnership  had  received  subscriptions  for
12,500,000 Limited  Partnership Units  ($125,000,000) in addition to the Initial
Limited Partners' 50 Units.

The Partnership  does not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their  individual  tax
returns.





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                             Depreciation
                                             Balance          Expense or        Reclassi-          Balance
                                           December 31,      Amortization      fications or       March 31,
                                               1998           of Leases        Dispositions          1999
                                               ----           ---------      - -------------         ----
<S>                                          <C>                <C>              <C>               <C>         
Net investment in operating leases           $ 54,308,897       $(2,076,423)     $ (1,562,631)     $ 50,669,843
Net investment in direct financing leases      17,631,304          (547,161)          (59,460)       17,024,683
Net investment in leveraged leases              2,628,378          (255,780)                -         2,372,598
Residual value interests                          835,759                 -                 -           835,759
Assets held for sale or lease                     217,819                 -           487,855           705,674
Reserve for losses                             (2,254,809)                -                 -        (2,254,809)
Initial direct costs, net of accumulated
   amortization of $2,268,110 in 1998 and
   $2,090,558 in 1999                           1,386,021          (159,564)                -         1,226,457
                                         ----------------- ----------------- ----------------- -----------------
                                             $ 74,753,369       $(3,038,928)     $ (1,134,236)     $ 70,580,205
                                         ================= ================= ================= =================
</TABLE>

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                 Balance                1st Quarter                    Balance
                               December 31,                     Reclassifications      March 31, 
                                   1998           Additions      & Dispositions          1999
                                   ----           ---------      --------------          ----
<S>                              <C>                <C>              <C>               <C>         
Construction                     $ 24,075,113                                          $ 24,075,113
Transportation                     26,801,502                        $ (4,661,144)       22,140,358
Materials handling                 15,467,931                            (109,970)       15,357,961
Mining                             12,841,705                          (2,192,914)       10,648,791
Furniture and fixtures              5,977,981                                   -         5,977,981
Manufacturing                       3,297,262                                   -         3,297,262
Printing                            2,325,000                                   -         2,325,000
Food processing                     1,826,162                                   -         1,826,162
Office automation                   1,919,479                            (254,815)        1,664,664
Other                                 278,396                                   -           278,396
                             ----------------- ----------------- ----------------- -----------------
                                   94,810,531                          (7,218,843)       87,591,688
Less accumulated depreciation     (40,501,634)      $(2,076,423)        5,656,212       (36,921,845)
                             ----------------- ----------------- ----------------- -----------------
                                 $ 54,308,897       $(2,076,423)     $ (1,562,631)     $ 50,669,843
                             ================= ================= ================= =================
</TABLE>

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


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


3.  Investment in leases (continued):

At March 31, 1999, the aggregate amounts of future minimum lease payments are as
follows:

                                                  Direct
             Year ending      Operating         Financing
            December 31,        Leases            Leases            Total

                    1999        $ 9,050,014       $ 3,017,496       $12,067,510
                    2000          6,282,979         3,874,739        10,157,718
                    2001          4,415,532         3,114,032         7,529,564
                    2002          2,576,802         2,766,273         5,343,075
                    2003            759,539           909,334         1,668,873
              Thereafter          4,175,056         5,630,777         9,805,833
                           ----------------- ----------------- -----------------
                               $ 27,259,922      $ 19,312,651       $46,572,573
                           ================= ================= =================


4.  Non-recourse debt:

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


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

             Year ending
            December 31,      Principal          Interest           Total
                    1999        $ 5,206,644       $ 1,753,468        $6,960,112
                    2000          5,674,659         1,501,917         7,176,576
                    2001          4,580,202         1,063,299         5,643,501
                    2002          2,916,489           700,203         3,616,692
                    2003            709,048           553,832         1,262,880
              Thereafter          8,229,176         3,430,997        11,660,173
                           ----------------- ----------------- -----------------
                               $ 27,316,218       $ 9,003,716       $36,319,934
                           ================= ================= =================





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


5.  Related party transactions:

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

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

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

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


<TABLE>
<CAPTION>
                                                                                      1999              1998
                                                                                      ----              ----
<S>                                                                                    <C>               <C>      
Incentive  management  fees  (computed  as  5% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                       $ 311,681         $ 404,327

Administrative costs reimbursed to General Partner                                        43,402           119,511
                                                                                ----------------- -----------------
                                                                                       $ 355,083         $ 523,838
                                                                                ================= =================
</TABLE>







<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


6. Partner's capital:

As of March 31, 1999,  12,497,000 Units of Limited  Partnership (Units) interest
were  issued  and  outstanding  (including  the 50 Units  issued to the  initial
Limited Partners). The Partnership is authorized to issue up to 12,500,000 Units
in addition to those issued to the initial Limited Partners.

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

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

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

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

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

           (A) 10% of remaining  Cash from  Operations,  as defined,  (B) 15% of
           remaining Cash from Sales or Refinancing, as defined.

     Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on January  31,  2000.  The  agreement  includes an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

The Partnership had no borrowings under the agreement at March 31, 1999.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
1999.






<PAGE>

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

Capital Resources and Liquidity

In 1999 and 1998, the  Partnership's  primary source of cash was operating lease
rents. The liquidity of the Partnership  will vary in the future,  increasing to
the extent cash flows from leases and proceeds from asset sales exceed expenses,
and decreasing as lease assets are acquired,  as  distributions  are made to the
limited  partners and to the extent  expenses  exceed cash flows from leases and
proceeds from sales of assets.

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

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on January 31, 2000.

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

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

As of March 31, 1999, the Partnership had borrowed $58,317,911 on a non-recourse
basis with  remaining  unpaid  balances  of  $27,316,218.  Borrowings  are to be
generally  non-recourse  to the  Partnership,  that is, the only recourse of the
lender  upon a default  by the  lessee on the  underlying  lease  will be to the
equipment or  corresponding  lease acquired with the loan proceeds.  The General
Partner  expects that aggregate  borrowings in the future will not exceed 40% of
aggregate  equipment  cost. In any event,  the Agreement of Limited  Partnership
limits such borrowings to 40% of the total cost of equipment, in aggregate.

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

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

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

Cash Flows


<PAGE>

In both 1999 and 1998, the  Partnership's  primary  operating source of cash was
revenues from operating leases.  Operating lease revenues decreased by $953,984,
primarily as a result of sales of operating lease assets over the last year.

In  1999,  the  Partnership's  primary  source  of  cash  flows  from  investing
activities was proceeds from sales of lease assets.  In 1998, the  Partnership's
primary sources of cash from investing activities were rents on direct financing
and leveraged leases  (accounted for as reductions in the net investment in such
leases) and proceeds from the sales of lease assets.

In 1999 and 1998, the single largest  financing use of cash was distributions to
limited partners.  The amount of such distributions  increased from 1998 to 1999
due to an increase in the per Unit distribution rate, starting in February 1998.
There were no sources of cash from  financing  activities  in either year.  As a
result of scheduled  debt  payments,  certain notes have been paid off. This has
led to an overall  reduction in the amounts of cash used to repay debt  compared
to 1998.


Results of operations

Operations resulted in net income of $91,750,911 in 1999 compared to $940,438 in
1998.

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

As scheduled debt payments have been made, debt balances have been reduced. This
caused interest expense to decrease by $204,020 compared to 1998.

Sales of lease  assets  increased in the first  quarter of 1999  compared to the
same period in 1998.  Gains  recognized on these sales increased from $77,089 in
1998 to $533,075 in 1999.  This is the  primary  reason for the  increase in net
income compared to 1998.









<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                   (a)Documents filed as a part of this report

                   1.   Financial Statements

                        Included in Part I of this report:

                        Balance Sheets, March 31, 1999 and December 31, 1998.

                        Statements  of income for the three month  periods ended
                         March 31, 1999 and 1998.

                        Statement of changes in partners'  capital for the three
                         month period ended March 31, 1999.

                        Statements  of cash  flows for the three  month  periods
                         ended March 31, 1999 and 1998.

                        Notes to the Financial Statements

                   2.   Financial Statement Schedules

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

                   (b)  Report on Form 8-K

                        None


<PAGE>

                                   SIGNATURES


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

Date:
May 14, 1999

                       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