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, 2002

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

                        Commission File Number 000-23842

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


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


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


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


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



                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None





                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1:    Financial Statements.



                                       2
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
                                   (Unaudited)

                                     ASSETS


                                                  2002               2001
                                                  ----               ----
Cash                                              $1,980,270          $ 443,772

Accounts receivable, net of allowance for
   doubtful accounts of $185,285 in 2002
   and $165,285 in 2001                              459,847          1,249,403

Investments in leases                             18,085,285         35,467,668
                                            -----------------  -----------------
                                                $ 20,525,402       $ 37,160,843
                                            =================  =================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                  $ 781,844       $ 11,663,273

Line of credit                                             -          6,500,000

Accounts payable
   Other                                             206,356            156,408
   General Partner                                    11,691            146,080

Accrued interest                                       2,979             21,601

Unearned lease income                                 34,737            127,056
                                            -----------------  -----------------
Total liabilities                                  1,037,607         18,614,418

Partners' capital:
   General Partner                                   209,092            188,354
   Limited Partners                               19,278,703         18,358,071
                                            -----------------  -----------------
Total partners' capital                           19,487,795         18,546,425
                                            -----------------  -----------------
Total liabilities and partners' capital         $ 20,525,402       $ 37,160,843
                                            =================  =================

                             See accompanying notes.


                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2002 AND 2001


<TABLE>
<CAPTION>
                                                      Nine Months Ended                  Three Months Ended
                                                        September 30,                     September 30,
                                                        -------------                     -------------
Revenues:                                           2002             2001              2002               2001
                                                    ----             ----              ----               ----
Leasing activities:
<S>                                                <C>               <C>                <C>              <C>
   Operating leases                                $ 3,352,121       $4,458,003         $ 593,767        $ 1,534,845
   Direct financing leases                             251,064          263,769            32,354            (30,127)
   Leveraged leases                                     10,668           47,262               718             16,509
   Gain on sales of assets                           1,242,774          291,575         1,145,826             78,570
Interest income                                          6,333           22,430             3,596              2,343
Other                                                1,997,889        1,239,612            38,438              1,929
                                               ---------------- ---------------- -----------------  -----------------
                                                     6,860,849        6,322,651         1,814,699          1,604,069
Expenses:
Depreciation and amortization                        3,000,360        3,380,903           969,433          1,053,728
Interest                                               568,728          865,489            63,781            287,356
Cost reimbursements to General Partner                 537,098          733,822           187,547            319,021
Other                                                  304,837          224,062            88,590             67,163
Management fees to General Partner                     163,718          379,368            42,315             64,339
Professional fees                                      105,024          204,171             6,609             92,229
Railcar maintenance                                     87,285          179,027            26,368             83,420
Provision for doubtful accounts                         20,000                -            20,000                  -
                                               ---------------- ---------------- -----------------  -----------------
                                                     4,787,050        5,966,842         1,404,643          1,967,256
                                               ---------------- ---------------- -----------------  -----------------
Net income (loss)                                  $ 2,073,799        $ 355,809         $ 410,056         $ (363,187)
                                               ================ ================ =================  =================


Net income (loss):
     General Partner                                  $ 20,738          $ 3,558           $ 4,101           $ (3,632)
     Limited Partners                                2,053,061          352,251           405,955           (359,555)
                                               ---------------- ---------------- -----------------  -----------------
                                                   $ 2,073,799        $ 355,809         $ 410,056         $ (363,187)
                                               ================ ================ =================  =================

Net income (loss) per Limited Partnership unit          $ 0.16           $ 0.03            $ 0.03            $ (0.03)

Weighted average number of units outstanding        12,481,067       12,497,000        12,473,100         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, 2002
                                   (Unaudited)

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

<S>                                          <C>             <C>                 <C>             <C>
Balance December 31, 2001                    12,497,000      $18,358,071         $ 188,354       $ 18,546,425
Repurchase of limited partnership units         (23,900)         (44,036)                -            (44,036)
Distributions to limited partners                             (1,088,393)                -         (1,088,393)
Net income                                                     2,053,061            20,738          2,073,799
                                        ---------------- ---------------- -----------------  -----------------
Balance September 30, 2002                   12,473,100      $19,278,703         $ 209,092       $ 19,487,795
                                        ================ ================ =================  =================
</TABLE>

                             See accompanying notes.

                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Nine Months Ended                  Three Months Ended
                                                                       September 30,                     September 30,
                                                                       -------------                     -------------
                                                                   2002             2001              2002               2001
                                                                   ----             ----              ----               ----
Operating activities:
<S>                                                               <C>                <C>               <C>               <C>
Net income (loss)                                                 $ 2,073,799        $ 355,809         $ 410,056         $ (363,187)
Adjustments to reconcile net income (loss) to net
   cash provided by operations
   Depreciation and amortization                                    3,000,360        3,380,903           969,433          1,053,728
   Leveraged lease income                                             (10,668)         (47,262)             (718)           (16,509)
   Gain on sale of assets                                          (1,242,774)        (291,575)       (1,145,826)           (78,570)
   Provision for doubtful accounts                                     20,000                -            20,000                  -
Changes in operating assets and liabilities:
      Accounts receivable                                             769,556          518,593           153,347           (160,103)
      Accounts payable, General Partner                              (134,389)         (37,404)         (579,645)          (278,272)
      Accounts payable, other                                          49,948         (698,346)           91,730           (629,661)
      Unearned lease income                                           (92,319)         (69,149)          (39,929)           (45,082)
      Accrued interest                                                (18,622)         (34,035)          (13,112)            32,820
                                                              ---------------- ---------------- -----------------  -----------------
Net cash provided by (used in) operating
   activities                                                       4,414,891        3,077,534          (134,664)          (484,836)
                                                              ---------------- ---------------- -----------------  -----------------

Investing activities:
Proceeds from sales of assets                                      14,539,026        2,839,712        14,081,023            646,075
Reductions in investment in direct financing leases                 1,096,439        1,318,649           301,696            282,110
Payments received on notes receivable                                       -        1,309,783                 -                  -
                                                              ---------------- ---------------- -----------------  -----------------
Net cash provided by investing activities                          15,635,465        5,468,144        14,382,719            928,185
                                                              ---------------- ---------------- -----------------  -----------------
</TABLE>


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS
                                   (Continued)
                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Nine Months Ended                  Three Months Ended
                                                                       September 30,                     September 30,
                                                                       -------------                     -------------
                                                                   2002             2001              2002               2001
                                                                   ----             ----              ----               ----
Financing activities:
<S>                                                               <C>               <C>               <C>                <C>
Repayments of non-recourse debt                                   (10,881,429)      (3,923,289)       (9,198,252)        (1,015,496)
Repayment of line of credit                                        (7,000,000)      (2,000,000)       (4,000,000)                 -
Distributions to limited partners                                  (1,088,393)     (10,541,739)                -         (3,043,965)
Borrowing under line of credit                                        500,000        6,500,000                 -          3,500,000
Repurchase of limited partnership units                               (44,036)               -                 -                  -
                                                              ---------------- ---------------- -----------------  -----------------
Net cash used in financing activities                             (18,513,858)      (9,965,028)      (13,198,252)          (559,461)
                                                              ---------------- ---------------- -----------------  -----------------
Net increase (decrease) in cash and cash
   equivalents                                                      1,536,498       (1,419,350)        1,049,803           (116,112)
Cash and cash equivalents at beginning
   of period                                                          443,772        1,571,943           930,467            268,705
                                                              ---------------- ---------------- -----------------  -----------------
Cash and cash equivalents at end of period                        $ 1,980,270        $ 152,593        $1,980,270          $ 152,593
                                                              ================ ================ =================  =================


Supplemental disclosure of cash flow information:

Cash paid for interest during period                                $ 587,350        $ 899,524          $ 76,893          $ 297,324
                                                              ================ ================ =================  =================
</TABLE>




                             See accompanying notes.



                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (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,
                                                 2001           of Leases       Dispositions           2002
                                                 ----           ---------     - -------------          ----
<S>                                             <C>             <C>               <C>                 <C>
Net investment in operating leases              $26,533,841     $ (2,620,431)     $ (8,387,569)       $15,525,841
Equipment held for sale or lease                    725,609                -         1,463,627          2,189,236
Net investment in direct financing leases         8,094,439       (1,096,439)       (5,511,167)         1,486,833
Residual value interests                            835,759                -                 -            835,759
Net investment in leveraged leases                1,073,050           10,668          (861,143)           222,575
Initial direct costs, net of accumulated
   amortization of $1,115,605 in 2001 and
   $526,735 in 2002.                                429,786         (379,929)                -             49,857
Reserve for losses                               (2,224,816)               -                 -         (2,224,816)
                                            ---------------- ---------------- -----------------  -----------------
                                                $35,467,668     $ (4,086,131)     $(13,296,252)      $ 18,085,285
                                            ================ ================ =================  =================
</TABLE>



                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (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, 2001,
dispositions and  reclassifications  during the quarters ended March 31, June 30
and September 30, 2002 and as of September 30, 2002.

<TABLE>
<CAPTION>
                                              December 31,             Dispositions & Reclassifications             September 30,
                                                                       --------------------------------
                                                  2001          1st Quarter      2nd Quarter      3rd Quarter            2002
                                                  ----          -----------      -----------      -----------            ----
<S>                                             <C>                <C>            <C>               <C>                <C>
Transportation                                  $ 36,606,091       $ (315,905)    $ (2,259,619)     $ (6,202,647)      $ 27,827,920
Construction                                      11,425,007                -                -        (8,530,598)         2,894,409
Manufacturing                                      2,666,354                -                -                 -          2,666,354
Materials handling                                   248,749                -         (138,600)                -            110,149
                                            ----------------- ---------------- ---------------- -----------------  -----------------
                                                  50,946,201         (315,905)      (2,398,219)      (14,733,245)        33,498,832
Less accumulated depreciation                    (24,412,360)        (814,724)        (168,937)        7,423,030        (17,972,991)
                                            ----------------- ---------------- ---------------- -----------------  -----------------
                                                $ 26,533,841      $(1,130,629)    $ (2,567,156)     $ (7,310,215)      $ 15,525,841
                                            ================= ================ ================ =================  =================
</TABLE>

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

At September 30, 2002,  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, 2002         $ 657,123        $ 367,529        $1,024,652
        Year ending December 31, 2003         1,353,559           30,518         1,384,077
                                 2004           502,217                -           502,217
                                 2005           169,467                -           169,467
                                 2006            14,124                -            14,124
                                        ---------------- ---------------- -----------------
                                            $ 2,696,490        $ 398,047        $3,094,537
                                        ================ ================ =================
</TABLE>



                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (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, 2002.

Total minimum lease payments receivable                           $ 398,047
Estimated residual values of leased equipment (unguaranteed)      1,142,557
                                                            ----------------
Investment in direct financing leases                             1,540,604
Less unearned income                                                (53,771)
                                                            ----------------
Net investment in direct financing leases                        $1,486,833
                                                            ================


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, 2002
are as follows:


<TABLE>
<CAPTION>
                                         Principal        Interest           Total

<S>                                         <C>               <C>              <C>
Three months ending December 31, 2002       $ 233,033         $ 12,987         $ 246,020
        Year ending December 31, 2003         221,521           30,455           251,976
                                 2004         151,084           18,384           169,468
                                 2005         162,167            7,301           169,468
                                 2006          14,039               83            14,122
                                      ---------------- ---------------- -----------------
                                            $ 781,844         $ 69,210         $ 851,054
                                      ================ ================ =================
</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.




                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)

5.  Related party transactions (continued):

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

                                                 2002              2001
                                                 ----              ----
Cost reimbursements to General Partner            $ 537,098         $ 733,822
Equipment and incentive management fees              87,285           179,027
                                            ---------------- -----------------
                                                  $ 624,383         $ 912,849
                                            ================ =================


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.


                                       10
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $43,654,928   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires  on June 28,  2004.  As of  September  30,  2002,  borrowings  under the
facility were as follows:

Amount  borrowed by the Partnership under the acquisition facility $          -
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility                21,900,000
                                                                  --------------
Total borrowings under the acquisition facility                      21,900,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                                   -
                                                                  --------------
Total outstanding balance                                          $ 21,900,000
                                                                  ==============

Total available under the line of credit                           $ 43,654,928
Total outstanding balance                                           (21,900,000)
                                                                  --------------
Remaining availability                                             $ 21,754,928
                                                                  ==============

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited  liability  companies,  the Partnership and the General
Partner.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of September
30, 2002.









                                       11
<PAGE>

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

Capital Resources and Liquidity

We currently have available adequate reserves to meet contingencies,  but in the
event  those  reserves  were  found to be  inadequate,  we would  likely be in a
position to borrow against our current portfolio to meet such  requirements.  We
envision no such requirements for operating purposes.

As of September 30, 2002,  we had borrowed  $58,317,911.  The  remaining  unpaid
balance  as  of  that  date  was  $781,844.   Long-term  borrowings  are  to  be
non-recourse  to us,  that is, the only  recourse  of the lender  will be to the
equipment or corresponding lease acquired or secured with the loan proceeds.  We
expect 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  $43,654,928   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires  on June 28,  2004.  As of  September  30,  2002,  borrowings  under the
facility were as follows:

Amount  borrowed by the Partnership under the acquisition facility $          -
Amounts borrowed by affiliated partnerships and limited
   liability companies under the acquisition facility                21,900,000
                                                                  --------------
Total borrowings under the acquisition facility                      21,900,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                                   -
                                                                  --------------
Total outstanding balance                                          $ 21,900,000
                                                                  ==============

Total available under the line of credit                           $ 43,654,928
Total outstanding balance                                           (21,900,000)
                                                                  --------------
Remaining availability                                             $ 21,754,928
                                                                  ==============

Draws on the acquisition facility by any individual borrower are secured only by
that borrower's assets,  including  equipment and related leases.  Borrowings on
the  warehouse  facility  are  recourse  jointly to  certain  of the  affiliated
partnerships and limited  liability  companies,  the Partnership and the General
Partner.

We have made no commitments of capital, nor do we expect to make any, other than
for the  acquisition of additional  equipment.  As of September 30, 2002, we had
made no such commitments.

If inflation in the general  economy  becomes  significant,  it may affect us in
that the residual  (resale)  values and rates on re-leases of our leased  assets
may increase as the costs of similar assets increase.  However, the our 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 we 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.  Our leases  already in
place, for the most part, would not be affected by changes in interest rates.

In 2002 and in 2001, our most significant source of cash was lease rents.

Cash flows - 2002 vs. 2001:

In both 2002 and 2001,  our primary source of operating cash flows was operating
lease rents. Our operating lease rents decreased by $1,105,882 (25%) as a result
of asset sales over the last year.

In 2002 and 2001 our 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.
In 2001, we received  payments on notes  receivable from a former lessee,  which
also provided a significant amount of cash.

In 2002 and 2001, our only financing  source of cash flows was borrowings  under
the  line of  credit.  In the  third  quarter  of  2002,  we sold a large  lease
transaction  and the  related  assets to a third  party.  We used  approximately
$8,200,000 of the sales proceeds to repay  non-recourse  debt that had been used
to finance the original purchase of the assets.  The amounts of other repayments
of non-recourse debt decreased as a result of scheduled debt payments.

We changed the frequency of our distributions to the Limited Partners  effective
January 1, 2002. Previously, most of the Limited Partners received distributions
on a monthly basis. The rest of the Limited Partners received distributions on a
quarterly basis. We are now making distributions on an annual basis based on the
amount of cash  which  becomes  available  for that  purpose.  As a result,  the
amounts of cash  distributed  to the  Limited  Partners  has  decreased  in 2002
compared to the amount in 2001.



                                       12
<PAGE>

Results of operations - 2002 vs. 2001:

In 2001,  our  operations  resulted in net income of $355,809 for the nine month
period  and a net  loss of  $363,187  for  the  three  month  period.  In  2002,
operations  resulted in net income of  $2,073,799  for the nine month period and
$410,056 for the three month period.

Operating leases are our primary source of revenues. These revenues decreased by
$1,105,882  (25%) compared to 2001. The decrease  resulted from asset sales over
the last year.  Depreciation  expense is directly related to our operating lease
assets and has also decreased compared to 2001 as a result of these asset sales.
Management fees are based on our revenues and our  distributions  to the Limited
Partners.  As a result of the  decrease  in our lease  revenues  and the amounts
distributed to the Limited  Partners,  management fees have declined compared to
2001. Our debt balances have been reduced by both scheduled and unscheduled debt
payments.  This has  resulted in a decrease  of  $296,761  in  interest  expense
compared to 2001.

Internal Controls

As of September 30, 2002, an evaluation was performed  under the supervision and
with the  participation of the Partnership's  management,  including the CEO and
CFO of the General Partner,  of the effectiveness of the design and operation of
the Partnership's disclosure controls and procedures.  Based on that evaluation,
the Partnership's management,  including the CEO and CFO of the General Partner,
concluded  that  the  Partnership's  disclosure  controls  and  procedures  were
effective as of September 30, 2002.  There have been no  significant  changes in
the Partnership's internal controls or in other factors that could significantly
affect internal controls subsequent to September 30, 2002.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

No material legal  proceedings are currently  pending against the Partnership or
against any of its assets.

Pegasus Gold Corporation:

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

At this time, the reorganized  lessee is current in its lease  obligations.  The
Partnership  has  commenced  negotiations  with the lessee for the  purchase  or
renewal of the equipment. The original seven-year lease term expires on December
31,  2002.  Consequently,  this lease has an  expected  outcome  of being  fully
performed by the lessee, notwithstanding the prior bankruptcy and default.

Quaker Coal Company:

On December 31, 1997, Quaker Coal Company (the Debtor), one of the Partnership's
lessees,  requested a moratorium on lease  payments  from January  through March
1998.  No lease  payments  were made by the lessee  through June 1998,  and as a
result,  the General Partner  declared the lease in default.  Subsequently,  the
lessee cured the outstanding payments and eventually satisfied substantially all
lease  payments due under the lease;  however,  the General  Partner  refused to
waive the default and insisted on contractual damages. The General Partner filed
a suit against the lessee for its contractual damages in the U.S. District Court
of Northern  California  (the  "Court").  On June 16, 2000, the lessee filed for
protection  under Chapter 11 of the U.S.  Bankruptcy  Code. The amounts of these
damages have not been included in the financial  statements  included in Part I,
Item 1 of this report.

The Partnership  obtained a stipulation for relief from the automatic bankruptcy
stay to allow the Court to issue its ruling,  and filed a request to participate
on the Official Committee of Unsecured Creditors in the bankruptcy  proceedings.
The Partnership  succeeded upon securing the return of its equipment,  which has
been  liquidated.  The  Court  issued a ruling  on March 4,  2001,  denying  the
Partnership's  claim for damages.  The Debtor subsequently filed a claim against
the Partnership,  for  reimbursement of its legal expenses.  The General Partner
believes  the Court's  decision is  erroneous  as a matter law, and has filed an
appeal of the decision in the U.S. District Court of Appeals.

The Debtor  filed a plan of  reorganization,  which was  objected  to by several
large  creditors,  including  the General  Partner.  These  creditors  were also
seeking a formal  role on the  creditors  committee  or  formation  of their own
committee.



                                       13
<PAGE>

Upon the termination of the Debtor's  exclusivity  period,  competing plans were
filed by other creditors to the plan, and voting on the competing plans occurred
October 8, 2001. The results of the vote were that,  another of the  creditor's,
American  Electric  Power's  ("AEP")  Plan of  Reorganization  ("AEP  Plan") was
successful.  Under the AEP Plan, the claim of the  Partnership has been assigned
to a  liquidating  trustee for  resolution  and  satisfaction  from the Debtor's
estate.

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

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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, 2002 and December 31, 2001.
               Income statements for the nine and three month periods ended
                    September 30, 2002 and 2001.
               Statement of changes in partners' capital for the nine months
                    ended September 30, 2002.
               Statements ofcash flows for the nine and three month periods
                    ended September 30, 2002 and 2001.

               Notes to the Financial Statements

   2.      Financial Statement Schedules

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

   (b)     Report on Form 8-K
               None



                                       14
<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 7, 2002

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



                 By: ATEL Financial Corporation
                     General Partner of Registrant




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




                                  By:    /s/ PARITOSH K. CHOKSI
                                       ---------------------------------
                                       Paritosh K. Choksi
                                       Executive Vice President of
                                       Managing Member and Principal
                                       financial officer of registrant




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





                                       15
<PAGE>

                                 CERTIFICATIONS


I, Paritosh K. Choksi, certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  ATEL  Cash
Distribution Fund V, LP;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:      November 7, 2002



  /s/ PARITOSH K. CHOKSI
--------------------------------------------
Paritosh K. Choksi
Principal financial officer of registrant, Executive
Vice President of General Partner


                                       16
<PAGE>

                                 CERTIFICATIONS


I, Dean L. Cash, certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  ATEL  Cash
Distribution Fund V, LP;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:      November 7, 2002



  /s/ DEAN L. CASH
--------------------------------------------
Dean L. Cash
President and Chief Executive
Officer of General Partner


                                       17
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly report on Form 10QSB of ATEL Cash  Distribution
Fund V, LP, (the "Partnership") for the period ended June 30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:      November 7, 2002



  /s/ DEAN L. CASH
--------------------------------
Dean L. Cash
President and Chief Executive
Officer of General Partner


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly report on Form 10QSB of ATEL Cash  Distribution
Fund V, LP, (the "Partnership") for the period ended June 30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  and
pursuant  to  18  U.S.C.   ss.1350,   as  adopted  pursuant  to  ss.906  of  the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial Services, LLC, general partner of the Partnership, hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:      November 7, 2002



  /s/ PARITOSH K. CHOKSI
--------------------------------
Paritosh K. Choksi
Executive Vice President of General
Partner, Principal financial officer of registrant

                                       18
<PAGE>