Form 10-QSB
                                  UNITED STATES
                       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, 2004

              |_| 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.)

     600 California Street, 6th Floor, San Francisco, California 94108-2733
                    (Address of principal executive offices)

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

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

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

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 |_|

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

State issuer's revenues for its most recent fiscal year: $3,019,440.

The number of Limited Partnership Units outstanding as of September 30, 2004 was
12,471,600.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



                                       1
<PAGE>

           ATEL CASH DISTRIBUTION FUND V, L.P.

 Index


Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Balance Sheet, September 30, 2004.

Statements  of Operations  for the nine and three month periods ended  September
30, 2004 and 2003.

Statements of Changes in Partners'  Capital for the year ended December 31, 2003
and for the nine month period ended September 30, 2004.

Statements of Cash Flows for the nine and three month  periods  ended  September
30, 2004 and 2003.

Notes to Financial Statements.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

Part II. Other Information

Item 1. Legal Proceedings

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

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits




                                       2
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).


                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                  BALANCE SHEET

                               SEPTEMBER 30, 2004
                                   (Unaudited)


                                     ASSETS


Cash and cash equivalents                                         $ 3,057,262

Accounts receivable, net of allowance for doubtful
   accounts of $113,285                                               176,248

Investments in leases                                              12,494,206
                                                              ----------------
Total assets                                                      $15,727,716
                                                              ================

                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                 $ 4,267,540

Accounts payable:
   General Partner                                                     52,119
   Other                                                              382,053
Accrued interest expense                                               18,320
Unearned operating lease income                                           384
                                                              ----------------
Total liabilities                                                   4,720,416
Partners' capital:
     General Partner                                                  193,041
     Limited Partners                                              10,814,259
                                                              ----------------
Total partners' capital                                            11,007,300
                                                              ----------------
Total liabilities and partners' capital                           $15,727,716
                                                              ================






                             See accompanying notes.


                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Nine Months                       Three Months
                                                      Ended September 30,               Ended September 30,
Revenues:                                            2004             2003             2004             2003
Leasing activities:
<S>                                                 <C>              <C>                <C>              <C>
   Operating leases                                 $ 2,061,236      $ 2,043,925        $ 686,352        $ 662,915
   Direct financing leases                              100,535          235,244           20,167           68,658
   Gain (loss) on sales of assets                        45,741           46,809           42,005          (47,178)
   Leverage leases                                            -            2,356                -                -
Interest income                                          16,799           17,071           10,302            4,227
Other                                                     1,106           10,413               87              114
                                               ----------------- ---------------- ---------------- ----------------
                                                      2,225,417        2,355,818          758,913          688,736
Expenses:
Depreciation of operating lease assets                  797,481        1,107,322          192,865          368,636
Cost reimbursements to General Partner                  437,782          465,684          159,009          107,961
Remarketing fees                                        250,000                -                -                -
Railcar maintenance                                     216,407          375,862           82,014           99,833
Equipment and incentive management fees
  to General Partner                                    138,327           90,731           75,415           26,690
Other management fees                                   109,842           89,872           24,377           45,146
Interest expense                                         92,365           23,949           55,694            7,028
Professional fees                                        53,606           78,282           12,648           15,281
Provision for (recovery of) doubtful accounts             8,393           19,000            5,000          (21,000)
Amortization of initial direct costs                      3,859           20,232            1,286            5,662
Impairment losses                                             -          543,426                -                -
Other                                                   187,480          239,865          118,287           60,951
                                               ----------------- ---------------- ---------------- ----------------
                                                      2,295,542        3,054,225          726,595          716,188
                                               ----------------- ---------------- ---------------- ----------------
Net (loss) income                                     $ (70,125)      $ (698,407)        $ 32,318        $ (27,452)
                                               ================= ================ ================ ================

Net (loss) income:
   General Partner                                       $ (701)        $ (6,984)           $ 323           $ (274)
   Limited Partners                                     (69,424)        (691,423)          31,995          (27,178)
                                               ----------------- ---------------- ---------------- ----------------
                                                      $ (70,125)      $ (698,407)        $ 32,318        $ (27,452)
                                               ================= ================ ================ ================

Net (loss) income per Limited Partnership Unit           ($0.01)          ($0.06)           $0.00           ($0.00)
Weighted average number of Units outstanding         12,471,600       12,471,600       12,471,600       12,471,600
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2003
                          AND FOR THE NINE MONTH PERIOD
                            ENDED SEPTEMBER 30, 2004
                                   (Unaudited)


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

<S>                                      <C>             <C>                <C>            <C>
Balance December 31, 2002                12,471,600      $18,662,098        $ 202,907      $18,865,005

Distributions to Limited Partners                 -       (3,437,499)               -       (3,437,499)
Net loss                                          -         (907,339)          (9,165)        (916,504)
                                   ----------------- ---------------- ---------------- ----------------
Balance December 31, 2003                12,471,600       14,317,260          193,742       14,511,002

Distributions to limited partners                 -       (3,433,577)               -       (3,433,577)
Net loss                                          -          (69,424)            (701)         (70,125)
                                   ----------------- ---------------- ---------------- ----------------
Balance September 30, 2004               12,471,600      $10,814,259        $ 193,041      $11,007,300
                                   ================= ================ ================ ================
</TABLE>










                             See accompanying notes.


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                      Nine Months                       Three Months
                                                                   Ended September 30,               Ended September 30,
                                                                  2004             2003             2004             2003
Operating activities:
<S>                                                                <C>             <C>                <C>             <C>
Net (loss) income                                                  $ (70,125)      $ (698,407)        $ 32,318        $ (27,452)
Adjustment to reconcile net (loss) income to
   cash provided by operating activities:
   (Gain) loss on sales of lease assets                              (45,741)         (46,809)         (42,005)          47,178
   Leveraged lease income                                                  -           (2,356)               -                -
   Depreciation of operating lease assets                            797,481        1,107,322          192,865          368,636
   Provision for (recovery of) doubtful accounts                       8,393           19,000            5,000          (21,000)
   Amortization of initial direct costs                                3,859           20,232            1,286            5,662
   Impairment losses                                                       -          543,426                -                -
   Changes in operating assets and liabilities:
      Accounts receivable                                            194,079          (73,847)          24,388          160,381
      Accounts payable, General Partner                             (119,833)         (88,699)         (19,699)         (26,336)
      Accounts payable, other                                        215,427            5,750           26,525          (32,630)
      Accrued interest expense                                        15,759           (1,087)           6,857              156
      Unearned operating lease income                                (23,155)          (3,576)         (59,451)         (50,036)
                                                            ----------------- ---------------- ---------------- ----------------
Net cash provided by operating activities                            976,144          780,949          168,084          424,559
                                                            ----------------- ---------------- ---------------- ----------------

Investing activities:
Investments in operating leases                                   (1,541,216)               -         (798,935)               -
Reduction of net investment in direct
  financing leases                                                   462,364          335,973          167,333          118,842
Proceeds from sales of lease assets                                  348,818          604,338           94,368          245,461
Reduction of net investment in leveraged leases                            -           46,368                -                -
                                                            ----------------- ---------------- ---------------- ----------------
Net cash (used in) provided by investing activities                 (730,034)         986,679         (537,234)         364,303
                                                            ----------------- ---------------- ---------------- ----------------

Financing activities:
Proceeds of non-recourse debt                                      4,180,667          217,596                -          217,596
Distributions to Limited Partners                                 (3,433,577)      (3,437,499)      (1,558,577)               -
Repayments of non-recourse debt                                     (376,741)        (304,041)        (166,211)         (35,495)
                                                            ----------------- ---------------- ---------------- ----------------
Net cash provided by (used in) financing activities                  370,349       (3,523,944)      (1,724,788)         182,101
                                                            ----------------- ---------------- ---------------- ----------------

Net increase (decrease) in cash and
  cash equivalents                                                   616,459       (1,756,316)      (2,093,938)         970,963
Cash and cash equivalents at
  beginning of period                                              2,440,803        3,806,560        5,151,200        1,079,281
                                                            ----------------- ---------------- ---------------- ----------------

Cash and cash equivalents at
  end of period                                                  $ 3,057,262      $ 2,050,244      $ 3,057,262      $ 2,050,244
                                                            ================= ================ ================ ================
Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                            $ 76,606         $ 25,036         $ 48,837          $ 8,115
                                                            ================= ================ ================ ================
</TABLE>

                             See accompanying notes.


                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (Unaudited)


                 1. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States (GAAP) for
interim  financial  information and with instructions to Form 10-QSB and Article
10 of Regulation S-X. The unaudited  interim  financial  statements  reflect all
adjustments  which are, in the opinion of the General  Partner,  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.  The
preparation of financial  statements in accordance with GAAP requires management
to make estimates and assumptions  that effect reported amounts in the financial
statements and accompanying notes.  Therefore,  actual results could differ from
those  estimates.  Operating  results for the nine and three month periods ended
September  30, 2004 are not  necessarily  indicative of the results for the year
ending December 31, 2004.

These unaudited interim financial  statements should be read in conjunction with
the financial  statements and notes thereto contained in the report on Form 10-K
for the year ended  December 31, 2003,  filed with the  Securities  and Exchange
Commission.


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.  The Partnership
may continue until December 31, 2013.

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

The Partnership  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.

ATEL Financial  Services,  LLC (AFS), an affiliated entity,  acts as the General
Partner of the Partnership.

Certain  prior year balances  have been  reclassified  to conform to the current
period presentation.

The  Partnership  is in the  final  stage  of  its  liquidation  and  is  making
distributions on an annual basis.



                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (Unaudited)

3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                              Depreciation /
                                                                              Amortization
                                                                                Expense or
                                             Balance                          Amortization of     Reclass-          Balance
                                           December 31,                       Direct Financing   ifications      September 30,
                                               2003            Additions          Leases        & Dispositions       2004

<S>                                           <C>                <C>               <C>              <C>             <C>
Net investment in operating leases            $ 11,027,461       $ 1,541,216       $ (797,481)      $ (264,552)     $11,506,644
Net investment in direct financing
   lease                                           644,651                 -         (462,364)               -          182,287
Assets held for sale or lease, net
   of accumulated depreciation of
   $147,851 in 2004 and $719,138
   in 2003                                         836,940                 -                -          (38,525)         798,415
Initial direct costs, net of
   accumulated amortization of
   $219,614 in 2004 and $215,755 in
   2003                                             10,719                 -           (3,859)               -            6,860
                                        ------------------- ----------------- ---------------- ---------------- ----------------
                                              $ 12,519,771       $ 1,541,216      $(1,263,704)      $ (303,077)     $12,494,206
                                        =================== ================= ================ ================ ================
</TABLE>

Management  periodically reviews the carrying values of its assets on leases and
assets  held for lease or sale.  As a result of the review  for the three  month
period ended March 31, 2003,  management determined that the value of a fleet of
jumbo  covered  hopper  rail cars had  declined  in value to the extent that the
carrying  values had become  impaired.  This decline was the result of decreased
long-term demand for these types of assets and a corresponding  reduction in the
amounts of rental payments that these assets  commanded.  Management  recorded a
provision  for the  declines in value of those  assets in the amount of $539,000
for the three months ended March 31, 2003.  There have been no such  impairments
recognized to date in 2004.

The  provision  of $539,000  recorded  for the three months ended March 31, 2003
corrected for an  understatement  of the  provision  recorded for the year ended
December 31, 2002 related to jumbo  covered  hopper rail cars.  The  Partnership
does not  believe  that this amount is material to the period in which it should
have been  recorded,  nor that it is  material  to the  Partnership's  operating
results for the nine months ended  September 30, 2003 or year ended December 31,
2003. The effect of the additional  provision recorded in the three months ended
March 31, 2003 was to increase the loss in the nine months ended  September  30,
2003 and year ended December 31, 2003 by $0.04 per Unit.

Impairment losses are recorded as an addition to accumulated depreciation of the
impaired assets.  Depreciation expense and impairment losses on property subject
to operating  leases and assets held for lease or sale consist of the  following
for the three and nine month periods ended September 30:

<TABLE>
<CAPTION>
                                                Nine Months                       Three Months
                                             Ended September 30,               Ended September 30,
                                            2004             2003             2004             2003
<S>                                          <C>            <C>                <C>              <C>
Depreciation of operating lease assets       $ 797,481      $ 1,107,322        $ 192,865        $ 368,636
Impairment losses                                    -          543,426                -                -
                                      ----------------- ---------------- ---------------- ----------------
                                             $ 797,481      $ 1,650,748        $ 192,865        $ 368,636
                                      ================= ================ ================ ================
</TABLE>



                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (Unaudited)

3.  Investment in leases (continued):

Net investment in operating leases:

Property subject to operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                                              Reclass-          Balance
                                December 31,                        Depreciation      ifications      September 30,
                                    2003            Additions          Expense       & Dispositions       2004

<S>                                <C>                <C>                      <C>       <C>             <C>
Transportation                     $ 22,978,415       $ 1,541,216              $ -       $ (812,657)     $23,706,974
Manufacturing                         1,470,000                 -                -                         1,470,000
Materials handling                       35,624                 -                -              400           36,024
Construction                          1,578,088                 -                -       (1,578,088)               -
                             ------------------- ----------------- ---------------- ---------------- ----------------
                                     26,062,127         1,541,216                -       (2,390,345)      25,212,998
Less accumulated depreciation       (15,034,666)                -         (797,481)       2,125,793      (13,706,354)
                             ------------------- ----------------- ---------------- ---------------- ----------------
                                   $ 11,027,461       $ 1,541,216       $ (797,481)      $ (264,552)     $11,506,644
                             =================== ================= ================ ================ ================
</TABLE>

Net investment in direct financing leases:

As of September 30, 2004, net investment in direct  financing leases consists of
mining  equipment.  The  following  lists the  components  of the  Company's net
investment in direct financing leases as of September 30, 2004:

Total minimum lease payments receivable                              $ 187,500
Estimated residual values of leased equipment (unguaranteed)                 1
                                                               ----------------
Investment in direct financing leases                                  187,501
Less unearned income                                                    (5,214)
                                                               ----------------
Net investment in direct financing leases                            $ 182,287
                                                               ================

At September 30, 2004,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                                           Direct
                                         Operating        Financing
                                          Leases           Leases            Total
<S>                                       <C>                <C>            <C>
Three months ending December 31, 2004       $ 420,850        $ 187,500        $ 608,350
        Year ending December 31, 2005       1,691,658                -        1,691,658
                                 2006       1,437,541                -        1,437,541
                                 2007       1,124,629                -        1,124,629
                                 2008       1,108,099                -        1,108,099
                                 2009       1,108,099                -        1,108,099
                                 2010         483,698                -          483,698
                                      ---------------- ---------------- ----------------
                                          $ 7,374,574        $ 187,500      $ 7,562,074
                                      ================ ================ ================
</TABLE>

All of the property on leases was acquired in 1993,  1994,  1995, 1996, 1997 and
2004.



                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (Unaudited)


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
5.048% to 7.1%.

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

<TABLE>
<CAPTION>
                                          Principal        Interest           Total
<S>                                        <C>                <C>            <C>
 Three months ending December 31, 2004       $ 160,831         $ 54,219        $ 215,050
         Year ending December 31, 2005         756,709          193,024          949,733
                                  2006         705,716          152,625          858,341
                                  2007         727,412          116,807          844,219
                                  2008         764,994           79,226          844,220
                                  2009         804,517           39,702          844,219
                            Thereafter         347,361            4,396          351,757
                                       ---------------- ---------------- ----------------
                                           $ 4,267,540        $ 639,999      $ 4,907,539
                                       ================ ================ ================
</TABLE>


5.  Related party transactions:

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

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

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



                                       10
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (Unaudited)


5.  Related party transactions (continued):

AFS  is  entitled  to  receive  incentive  management  fees  (computed  as 5% of
distributions  of cash from  operations,  as defined in the Limited  Partnership
Agreement) and equipment  management fees (computed as 5% of gross revenues from
operating  leases,  as defined in the Limited  Partnership  Agreement plus 2% of
gross  revenues from full payout leases,  as defined in the Limited  Partnership
Agreement).

During  the nine  months  ended  September  30,  2004 and 2003,  AFS  and/or its
affiliates earned fees, commissions and reimbursements,  pursuant to the Limited
Partnership Agreement, as follows:

<TABLE>
<CAPTION>
                                                         Nine Months                       Three Months
                                                     Ended September 30,               Ended September 30,
                                                    2004             2003             2004             2003
<S>                                                  <C>              <C>              <C>              <C>
Costs reimbursed to AFS                              $ 437,782        $ 465,684        $ 159,009        $ 107,961
Equipment and incentive management fees to AFS         138,327           90,731           75,415           26,690
Reimbursements of other payments made by
   AFS on behalf of the Company                        184,654          347,970           96,720           64,035
                                              ----------------- ---------------- ---------------- ----------------
                                                     $ 760,763        $ 904,385        $ 331,144        $ 198,686
                                              ================= ================ ================ ================
</TABLE>


6.  Partners' Capital:

As of  September  30,  2004,  12,471,600  Units  ($124,716,000)  were issued and
outstanding (including the 50 Units issued to the Initial Limited Partners).

The Partnership's Net Income, Net Losses, and Distributions,  as defined, are to
be allocated 99% to the Limited Partners and 1% to AFS.

Distributions to the Limited Partners were as follows:

<TABLE>
<CAPTION>
                                                    Nine Months                       Three Months
                                                Ended September 30,               Ended September 30,
                                               2004             2003             2004             2003
<S>                                           <C>              <C>              <C>               <C>
Distributions                                 $ 3,433,577      $ 3,437,499      $ 1,558,577              $ -
Weighted average number of Units outstanding   12,471,600       12,471,600       12,471,600       12,471,600
Weighted average distributions per Unit            $ 0.28           $ 0.28           $ 0.12              $ -
</TABLE>





                                       11
<PAGE>

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

Statements  contained in this Item 2,  "Management's  Discussion and Analysis of
Financial  Condition  and Results of  Operations,"  and  elsewhere  in this Form
10-QSB, which are not historical facts, may be forward-looking  statements. Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially from those projected.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-QSB.  We undertake no obligation to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances after the date of this Form 10-QSB or to reflect the occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

In 2004,  the  Partnership's  primary  source of cash was the  proceeds of a new
non-recourse note payable. In 2003, the Partnership's primary source of cash was
operating lease rents. The liquidity of the Partnership will vary in the future,
increasing  to the extent cash flows from leases and  proceeds  from asset sales
exceed  expenses,  and  decreasing  as  distributions  are  made to the  limited
partners and to the extent  expenses  exceed cash flows from leases and proceeds
from sales of assets.

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


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, 2004, the Partnership had cumulatively  borrowed $62,498,578
on  a  non-recourse  basis  with  a  remaining  unpaid  balance  of  $4,267,540.
Borrowings are to be generally  non-recourse  to the  Partnership,  that is, the
only recourse of the lender upon a default by the lessee on the underlying lease
will be to the equipment or corresponding lease acquired with the loan proceeds.
The General Partner does not anticipate any future non-recourse borrowings.

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

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

Cash Flows

In 2004  and  2003,  the  Partnership's  primary  operating  source  of cash was
operating  lease rents.  Operating  lease revenues  increased by $17,311 for the
nine month period and by $23,436 for the three month period ending September 30,
primarily  as a result of  investment  in  operating  lease assets over the last
three quarters of 2004.

Sources of cash from  investing  activities  in the three and nine month periods
ended  September  30, 2004  consisted of proceeds from sales of lease assets and
direct  financing lease payments.  In 2003,  there was also $46,368  provided by
reductions of investments in leveraged leases.  Proceeds from the sales of lease
assets are not expected to be consistent from one period to another. Asset sales
are made as leases  expire,  as purchasers  can be found and as the sales can be
negotiated  and completed.  Cash flows from direct  financing  leases  increased
$126,391  and $48,491 for the nine and three month  periods  ended  September 30
over the  comparable  periods for 2003.  The single  direct  financing  lease is
nearing  its  maturity  and as a result,  a larger  portion  of the gross  lease
payment  is  accounted  for as a  reduction  of the  net  investment  in  direct
financing leases.

The financing uses of cash consisted of  distributions  to limited  partners and
repayment  of  non-recourse  debt for the nine and  three  month  periods  ended
September 30. 2004.  During the nine month period ended  September 30, 2004, the
Partnership  borrowed an additional  $4,180,667 on a non-recourse  note payable.
The  Partnership  entered  into a long-term  lease  renewal for certain rail car
assets in the second quarter.  As the  Partnership is in its liquidation  phase,
the  Partnership  borrowed on a non-recourse  basis against the renewal rents in
order to be able to distribute the cash to the limited partners in the near term
rather than over a period of up to six years.  There were no similar  borrowings
in 2003.



                                       12
<PAGE>

Results of operations

In 2003, operations resulted in a net loss of $698,407 for the nine month period
and a net loss of  $27,452  for the  three  month  period.  In 2004,  operations
resulted  in a net loss of $70,125  for the nine month  period and net income of
$32,318 for the three month period. The Partnership's  primary source of revenue
is  from  operating  leases.  Operating  lease  revenues  in 2004  were  largely
unchanged  from the same periods in 2003.  Direct  financing  lease revenues for
nine and three month periods ending  September 30, 2004  decreased  $134,709 and
$48,490, respectively,  compared to the same periods of the prior year. There is
a  single  direct  financing  lease at  September  30,  2004  and as it  reaches
maturity, a decreasing portion of the gross rents are recognized as income.

Operating  lease  revenues did not change  significantly  for either the nine or
three month periods.

During the second  quarter  of 2004,  the  Partnership  borrowed  an  additional
$4,180,667  on a  non-recourse  basis.  As a result  of the new  debt,  interest
expense increased $48,666 and $68,416 for the three and nine month periods ended
September 30, 2004 as compared with the same periods in 2003.

In 2003,  there were charges to net income for  impairments  of operating  lease
assets in the amount of $543,426.  The charges  related to covered  grain hopper
cars on lease  to  various  lessees.  The  impairment  resulted  from  decreased
estimated cash flows expected to be generated by the assets over their remaining
lives. There have been no similar charges recognized in 2004.

Item 3.  Quantitative and Qualitative Disclosures of Market Risk.

The Partnership,  like most other companies, is exposed to certain market risks,
including  primarily  changes in interest rates.  The  Partnership  believes its
exposure to other market risks including  foreign  currency  exchange rate risk,
commodity  risk and equity price risk are  insignificant  to both its  financial
position and results of operations.

In  general,  the  Partnership  manages its  exposure  to interest  rate risk by
obtaining  fixed rate debt. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment  streams under fixed rate
lease receivables.  The payments under the leases are assigned to the lenders in
satisfaction of the debt.  Furthermore,  the Partnership has  historically  been
able to maintain a stable  spread  between its cost of funds and lease yields in
both periods of rising and falling rates.


Item 4.  Controls and procedures.

Evaluation of disclosure controls and procedures

Under  the  supervision  and  with the  participation  of our  management  (ATEL
Financial  Services,  LLC as General  Partner of the  registrant,  including the
chief  executive  officer and chief  financial  officer),  an  evaluation of the
effectiveness  of the  design  and  operation  of the  Partnership's  disclosure
controls and procedures [as defined in Rules  240.13a-14(c) under the Securities
Exchange Act of 1934] was  performed  as of the date of this report.  Based upon
this  evaluation,  the chief executive  officer and the chief financial  officer
concluded that, as of the evaluation date, except as noted below, our disclosure
controls  and   procedures   were  effective  for  the  purposes  of  recording,
processing,  summarizing,  and  timely  reporting  information  required  to  be
disclosed by us in the reports that we file under the Securities Exchange Act of
1934;  and  that  such  information  is  accumulated  and  communicated  to  our
management in order to allow timely decisions regarding required disclosure.

As  disclosed in the Form 10-K for the year ended  December 31, 2003,  the chief
executive and chief financial  officer of the General Partner of the Partnership
had identified  certain enhanced  controls needed to facilitate a more effective
closing of the Partnership's  financial statements.  During the first quarter of
2004  and  since  the  end of the  quarter,  the  General  Partner  hired  a new
controller,  added additional accounting staff personnel,  and has instituted or
revised existing procedures in order to ensure that the Partnership's ability to
execute  internal  controls  in  accounting  and  reconciliation  in the closing
process is adequate in all respects. The General Partner will continue to review
its accounting  procedures and practices to determine  their  effectiveness  and
adequacy  and will take such  steps as deemed  necessary  in the  opinion of the
General  Partner's chief  executive and chief  financial  officers to ensure the
adequacy of the Partnership's accounting controls and procedures.

The General  Partner's chief executive  officer and chief financial officer have
determined that no weakness in financial and accounting  controls and procedures
had any material effect on the accuracy and  completeness  of the  Partnership's
financial reporting and disclosure included in this report.

Changes in internal controls

There have been no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect our disclosure controls and procedures
subsequent to the evaluation date nor were there any significant deficiencies or
material  weaknesses in our internal controls,  except as described in the prior
paragraphs.




                                       13
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

In the ordinary  course of  conducting  business,  there may be certain  claims,
suits,  and  complaints  filed  against  the  Partnership.  In  the  opinion  of
management, the outcome of such matters, if any, will not have a material impact
on the Partnership's  financial  position or results of operations.  No material
legal  proceedings are currently  pending against the Partnership or against any
of its assets, except as noted below.

Railroad Technology Corporation:

Railroad  Technology  Corporation  ("RTC")  was  engaged by the  Partnership  to
perform  remarketing of certain rail car assets. The dispute involves the amount
that is due under the contract and how that amount is to be determined.  RTC has
filed a claim for $1,131,254.  The General Partner believes that the amount owed
under the contract is  approximately  $250,000 and has recorded a liability  for
that amount in the financial  statements of the  Partnership as of September 30,
2004.

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

     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.

(a) Documents filed as a part of this report

     1. Financial Statement Schedules

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

     2. Other Exhibits

          31.1 Certification of Paritosh K. Choksi

          31.2 Certification of Dean L. Cash

          32.1 Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash

          32.2 Certification  Pursuant to 18 U.S.C.  section 1350 of Paritosh K.
          Choksi

(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 11, 2004

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



 ATEL Financial Services, LLC
 By:
 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
      Principal Financial Officer
      of Registrant




  By: /s/ Donald E.  Carpenter
      ------------------------
      Donald E. Carpenter
      Principal Accounting
      Officer of Registrant

                                       15
<PAGE>