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, 1998

                   |_|    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.

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                                   (Unaudited)

                                     ASSETS


                                                   1998              1997
                                                   ----              ----
Cash                                               $1,198,709          $733,263

Accounts receivable                                 2,232,563         2,194,261

Notes receivable                                      727,328           382,048

Investments in leases                              88,899,831       103,398,004
                                             ----------------- -----------------
                                                  $93,058,431      $106,707,576
                                             ================= =================




                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $32,653,038       $40,138,400
Line of credit                                      1,000,000                 -
Accounts payable
     Equipment purchases                              178,552           178,200
     General Partner                                  195,678           317,715
     Other                                          1,564,083           235,068
Accrued interest                                      119,917           219,569
Unearned lease income                                 921,764         1,004,385
                                             ----------------- -----------------
Total liabilities                                  36,633,032        42,093,337

Partners' capital:
     General Partner                                   98,364            69,221
     Limited Partners                              56,327,035        64,545,018
                                             ----------------- -----------------
Total partners' capital                            56,425,399        64,614,239
                                             ----------------- -----------------
Total liabilities and partners' capital           $93,058,431      $106,707,576
                                             ================= =================

                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                  Nine Months Ended                  Three Months Ended
                                                                    September 30,                      September 30,
                                                                    -------------                      -------------
                                                                1998              1997              1998              1997
                                                                ----              ----              ----              ----
Revenues:
Leasing activities:
<S>                                                            <C>               <C>                <C>               <C>       
   Operating leases                                            $13,997,923       $15,284,337        $4,547,932        $5,166,745
   Direct financing leases                                       1,625,523         2,129,846           521,411           684,302
   Leveraged leases                                                 82,326           121,120            27,442            40,373
   Gain on sales of assets                                         210,920           261,179            83,085            74,077
Interest income                                                     13,160            27,657             3,722             6,116
Other                                                               23,452            11,138            10,913             7,235
                                                           ---------------- ----------------- ----------------- -----------------
                                                                15,953,304        17,835,277         5,194,505         5,978,848
Expenses:
Depreciation and amortization                                    8,962,402         9,978,846         2,916,726         3,135,265
Management fees                                                    989,811         1,157,564           348,813           335,806
Interest                                                         2,148,109         2,747,570           686,708           862,310
Administrative cost reimbursements                                 300,998           304,646            70,916           133,031
Provision for losses                                                55,409           118,564                 -                 -
Other                                                              582,323           522,721           272,600           175,474
                                                           ---------------- ----------------- ----------------- -----------------
                                                                13,039,052        14,829,911         4,295,763         4,641,886
                                                           ---------------- ----------------- ----------------- -----------------
Net income                                                      $2,914,252        $3,005,366          $898,742        $1,336,962
                                                           ================ ================= ================= =================


Net income:
     General Partner                                               $29,143           $30,054            $8,987           $13,370
     Limited Partners                                            2,885,109         2,975,312           889,755         1,323,592
                                                           ---------------- ----------------- ----------------- -----------------
                                                                $2,914,252        $3,005,366          $898,742        $1,336,962
                                                           ================ ================= ================= =================

Net income per Limited Partnership unit                              $0.23             $0.24             $0.07             $0.11

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


                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 1998
                                   (Unaudited)

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

<S>                                    <C>              <C>                   <C>           <C>        
Balance December 31, 1997              12,497,000       $64,545,018           $69,221       $64,614,239
Distributions to limited partners                       (11,103,092)                -       (11,103,092)
Net income                                                2,885,109            29,143         2,914,252
                                  ---------------- ----------------- ----------------- -----------------
Balance September 30, 1998             12,497,000       $56,327,035           $98,364       $56,425,399
                                  ================ ================= ================= =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                  Three Months Ended
                                                                    September 30,                      September 30,
                                                                    -------------                      -------------
                                                                1998              1997              1998              1997
                                                                ----              ----              ----              ----
Operating activities:
<S>                                                             <C>               <C>                <C>               <C>      
Net income                                                      $2,914,252        $3,005,366          $898,742        $1,336,962
Adjustments to reconcile net income to net cash
     provided by operations
   Depreciation and amortization                                 8,962,402         9,978,846         2,916,726         3,135,265
   Leveraged lease income                                                -                 -
   Gain on sale of assets                                         (210,920)         (261,179)          (83,085)          (74,077)
   Provision for losses                                             55,409           118,564                 -                 -
Changes in operating assets and liabilities:
      Accounts receivable                                          (38,302)          651,069          (186,773)         (389,982)
      Other assets                                                       -            10,000                 -                 -
      Accounts payable, General Partner                           (122,037)           21,331           191,918            91,042
      Accounts payable, other                                    1,329,015           (30,399)        1,303,729           (36,415)
      Unearned lease income                                        (82,621)         (462,094)           56,090           (82,396)
      Accrued interest                                             (99,652)          (11,982)          (68,984)           (5,546)
                                                           ---------------- ----------------- ----------------- -----------------
Net cash provided by operating activities                       12,707,546        13,019,522         5,028,363         3,974,853
                                                           ---------------- ----------------- ----------------- -----------------

Investing activities:
Purchase of equipment on operating leases                              352          (153,504)          (11,796)                -
Purchase of equipment on direct financing leases                         -           (33,022)                -                 -
Reductions in investment in direct financing leases              1,879,608         2,914,966           814,078           802,218
Reductions in investment in leveraged leases                       259,681           236,190           118,952           115,622
Payments received on notes receivable                             (345,280)                -          (545,328)                -
Proceeds from sales of assets                                    3,551,993         1,523,535           948,112           427,991
                                                           ---------------- ----------------- ----------------- -----------------
Net cash provided by investing activities                        5,346,354         4,488,165         1,324,018         1,345,831
                                                           ---------------- ----------------- ----------------- -----------------
</TABLE>



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months Ended                  Three Months Ended
                                                                    September 30,                      September 30,
                                                                    -------------                      -------------
                                                                1998              1997              1998              1997
                                                                ----              ----              ----              ----
<S>                                                            <C>               <C>                <C>               <C>        
Financing activities:
Proceeds of non-recourse debt                                            -         5,092,723                 -                 -
Borrowings under line of credit                                  1,000,000                 -           500,000                 -
Repayments of non-recourse debt                                 (7,485,362)       (5,788,780)       (2,606,580)       (2,228,261)
Repayment of line of credit                                              -        (7,921,190)                -        (1,200,000)
Distributions to limited partners                              (11,103,092)      (10,307,769)       (3,748,862)       (3,436,773)
                                                           ---------------- ----------------- ----------------- -----------------

Net cash used in financing activities                          (17,588,454)      (18,925,016)       (5,855,442)       (6,865,034)
                                                           ---------------- ----------------- ----------------- -----------------
Net increase (decrease) in cash and cash
   equivalents                                                     465,446        (1,417,329)          496,939        (1,544,350)
Cash and cash equivalents at beginning
   of period                                                       733,263         1,917,349           701,770         2,044,370
                                                           ---------------- ----------------- ----------------- -----------------
Cash and cash equivalents at end of period                      $1,198,709          $500,020        $1,198,709          $500,020
                                                           ================ ================= ================= =================


Supplemental disclosure of cash flow information:

Cash paid for interest during period                            $2,247,761        $2,759,552          $755,692          $867,856
                                                           ================ ================= ================= =================

</TABLE>

                             See accompanying notes.







<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (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 or the General Partner on behalf
of the Fund, will incur costs in connection with the organization,  registration
and  issuance  of the Units.  The amount of such costs to be born by the Fund is
limited by certain provisions in the Agreement of Limited Partnership.

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,
                                               1997           Additions        of Leases        Dispositions          1998
                                               ----           ---------        ---------      - -------------         ----
<S>                                          <C>                  <C>           <C>                <C>               <C>        

Net investment in operating leases            $74,586,944                        ($8,454,185)         $393,347       $66,526,106
Net investment in direct financing
   leases                                      25,128,971                         (1,879,608)       (3,696,964)       19,552,399
Net investment in leveraged leases              2,909,776                           (259,681)                -         2,650,095
Residual value interests                          835,759                                  -                 -           835,759
Equipment held for sale or lease                   65,533                                  -           (37,456)           28,077
Initial direct costs, net of
   accumulated amortization of
   $2,474,583 in 1997 and
   $2,431,130 in 1998.                          2,070,421                           (508,217)                -         1,562,204
Reserve for losses                             (2,199,400)        ($55,409)                -                 -        (2,254,809)
                                         ----------------- ---------------- ----------------- ----------------- -----------------
                                             $103,398,004         ($55,409)     ($11,101,691)      ($3,341,073)      $88,899,831
                                         ================= ================ ================= ================= =================
</TABLE>


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (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, 1997,
acquisitions  and  dispositions  during the quarters ended March 31, June 30 and
September 30, 1998 and as of September 30, 1998.

<TABLE>
<CAPTION>
                                           December 31,    Acquisitions, Dispositions & Reclassifications        September 30,
                                               1997          1st Quarter      2nd Quarter       3rd Quarter           1998
                                               ----          -----------      -----------       -----------           ----
<S>                                           <C>              <C>               <C>               <C>               <C>        

Transportation                                $41,483,244       $2,194,026       ($1,826,129)         ($54,685)      $41,796,456
Construction                                   24,075,113                -                 -                 -        24,075,113
Materials handling                             17,409,425           (9,069)                -          (269,889)       17,130,467
Mining                                         15,164,692       (3,309,174)                -                 -        11,855,518
Furniture and fixtures                          5,977,981                -                 -                 -         5,977,981
Manufacturing                                   3,475,585                -          (113,673)                -         3,361,912
Printing                                        2,325,000                -                 -                 -         2,325,000
Office automation                               2,378,155                -          (426,420)          (13,308)        1,938,427
Food processing                                 1,826,162                -                 -                 -         1,826,162
Other                                             278,396                -                 -                 -           278,396
                                         ----------------- ---------------- ----------------- ----------------- -----------------
                                              114,393,753       (1,124,217)       (2,366,222)         (337,882)      110,565,432
Less accumulated depreciation                 (39,806,809)        (527,286)       (1,164,986)       (2,540,245)      (44,039,326)
                                         ----------------- ---------------- ----------------- ----------------- -----------------
                                              $74,586,944      ($1,651,503)      ($3,531,208)      ($2,878,127)      $66,526,106
                                         ================= ================ ================= ================= =================
</TABLE>

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

At September 30, 1998,  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, 1998       $4,733,461        $1,395,770        $6,129,231
           Year ending December 31, 1998       10,624,276         4,576,393        15,200,669
                                    2000        6,325,404         3,790,243        10,115,647
                                    2001        4,480,595         3,118,913         7,599,508
                                    2002        2,640,019         2,771,153         5,411,172
                              Thereafter        6,894,053         6,613,951        13,508,004
                                          ---------------- ----------------- -----------------
                                              $35,697,808       $22,266,423       $57,964,231
                                          ================ ================= =================
</TABLE>


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (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, 1998.

Total minimum lease payments receivable                         $22,266,423
Estimated residual values of leased equipment (unguaranteed)      6,014,073
                                                               -------------
Investment in direct financing leases                            28,280,496
Less unearned income                                             (8,728,097)
                                                               -------------
Net investment in direct financing leases                       $19,552,399
                                                               =============


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
8% to 13.3%.

Future minimum principal  payments of non-recourse debt as of September 30, 1998
are as follows:

<TABLE>
<CAPTION>
                                             Principal         Interest           Total
<S>                                           <C>               <C>               <C>        
   Three months ending December 31, 1998       $2,588,381          $658,799        $3,247,180
           Year ending December 31, 1999        7,891,017         2,083,413         9,974,430
                                    2000        5,680,723         1,506,847         7,187,570
                                    2001        4,586,627         1,066,950         5,653,577
                                    2002        2,918,650           703,533         3,622,183
                              Thereafter        8,987,640         4,009,255        12,996,895
                                          ---------------- ----------------- -----------------
                                              $32,653,038       $10,028,797       $42,681,835
                                          ================ ================= =================
</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:
                                                 1998              1997
                                                 ----              ----
Equipment and incentive management fees            $989,811        $1,157,564
Reimbursement of administrative costs               300,998           304,646
                                           ----------------- -----------------
                                                 $1,290,809        $1,462,210
                                           ================= =================

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (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 $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on November 28,  1998.  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, 1998, the  Partnership  had $1,000,000 of 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, 1998. At September 30, 1998, $32,612,740 was available under this agreement.


<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,  1997,  the  Partnership  had  borrowed  $58,317,911.  The
remaining unpaid balance as of that date was $32,653,038.  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  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on November 28, 1998.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment. As of September 30, 1998, 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 1998, the Partnership's most significant source of cash was lease rents.

Cash flows - 1998 vs. 1997:

In both 1998 and 1997, the Partnership's  primary source of operating cash flows
was operating  lease rents.  Operating  lease rents have decreased by $1,286,414
(8%) as a result of asset sales over the last year.

In 1998 the largest  source of cash from  investing  activities was the proceeds
from sales of lease  assets.  In 1998,  lease  rents from direct  financing  and
leveraged lease  transactions also provided a significant  amount of cash flows.
In 1997,  the largest  source of cash from  investing  activities was rents from
direct financing leases.

In 1998 and 1997, the only financing sources of cash were borrowings,  either as
the proceeds of non-recourse  debt (1997) or as borrowings on the line of credit
(1998).



<PAGE>

Results of operations - 1998 vs. 1997

Operating leases are the Partnership's primary source of revenues. Such revenues
decreased by $1,286,414 (8%) compared to 1997. 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 1997 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 1997.  Debt balances have
been reduced by scheduled debt payments and this has resulted in the decrease of
$599,461 in interest expense compared to 1997.


Other

Year 2000 Issues

The year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the  applicable  year.  Any computer  programs
that have time  sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculation causing disruptions of operations, including, among other things,
a  temporary  inability  to process  transactions  or engage in  similar  normal
business activities.

The Partnership  uses primarily third party software and is  communicating  with
key vendors to ensure that the  Partnership's  systems are year 2000  compliant.
Based on these  discussions,  the  Partnership  does not  expect  that the costs
related to the year 2000 issue will be  significant.  Ultimately,  the potential
impact  of the year  2000  issue  will  depend on the way in which the year 2000
issue is addressed by businesses and other entities whose financial condition or
operational capability is important to the Partnership.

<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,  September 30, 1998 and December
                                  31, 1997.

                               Income  statements  for the nine and three  month
                                  periods ended September 30, 1998 and 1997.

                               Statement of changes in partners' capital for the
                                  nine months ended September 30, 1998.

                               Statements  of cash  flows for the nine and three
                                  month  periods  ended  September  30, 1998 and
                                  1997.

                               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:
November 10, 1998

                       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/ F. RANDALL BIGONY
                                  -----------------------------------
                                  F. Randall Bigony
                                  Principal financial officer of
                                  registrant




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