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, 2003

           |_| 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


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|

The number of Limited Partnership Units outstanding as of September 30, 2003 was
12,471,600.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).




                                       2
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
                                   (Unaudited)


                                     ASSETS

                                                September 30,    December 31,
                                                    2003             2002
                                                 (Unaudited)
Cash and cash equivalents                          $ 2,050,244      $ 3,806,560

Accounts receivable, net of allowance for
  doubtful accounts of $91,285 in
  2003 and $75,285 in 2002                             475,584          420,737

Investments in leases                               13,039,224       15,647,718
                                               ---------------- ----------------
Total assets                                       $15,565,052      $19,875,015
                                               ================ ================

                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                    $ 581,015        $ 667,460

Accounts payable:
   General Partner                                      26,691          115,390
   Other                                               201,627          195,877
Accrued interest expense                                 2,516            3,603
Unearned operating lease income                         24,104           27,680
                                               ---------------- ----------------
Total liabilities                                      835,953        1,010,010
Partners' capital:
     General Partner                                   195,923          202,907
     Limited Partners                               14,533,176       18,662,098
                                               ---------------- ----------------
Total partners' capital                             14,729,099       18,865,005
                                               ---------------- ----------------
Total liabilities and partners' capital            $15,565,052      $19,875,015
                                               ================ ================






                             See accompanying notes.


                                       3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Nine Months                       Three Months
                                                                      Ended September 30,               Ended September 30,
Revenues:                                                            2003             2002             2003             2002
Leasing activities:
<S>                                                                 <C>              <C>                <C>              <C>
   Operating leases                                                 $ 2,043,925      $ 3,352,121        $ 662,915        $ 593,767
   Direct financing leases                                              235,244          251,064           68,658           32,354
   Gain (loss) on sales of assets                                        46,809        1,242,774          (47,178)       1,145,826
   Leverage leases                                                        2,356           10,668                -              718
Interest income                                                          17,071            6,333            4,227            3,596
Other                                                                    10,413        1,997,889              114           38,438
                                                               ----------------- ---------------- ---------------- ----------------
                                                                      2,355,818        6,860,849          688,736        1,814,699
Expenses:
Depreciation and amortization                                         1,127,554        3,000,360          374,298          969,433
Impairment losses                                                       543,426                -                -                -
Cost reimbursements to General Partner                                  465,684          537,098          107,961          187,547
Railcar maintenance                                                     375,862           87,285           99,833           26,368
Equipment and incentive management fees
  to General Partner                                                     90,731          163,718           26,690           42,315
Professional fees                                                        78,282          105,024           15,281            6,609
Provision for (recovery of) doubtful accounts                            19,000           20,000          (21,000)          20,000
Interest expense                                                         23,949          568,728            7,028           63,781
Other                                                                   329,737          304,837          106,097           88,590
                                                               ----------------- ---------------- ---------------- ----------------
                                                                      3,054,225        4,787,050          716,188        1,404,643
                                                               ----------------- ---------------- ---------------- ----------------
Net (loss) income                                                    $ (698,407)     $ 2,073,799        $ (27,452)       $ 410,056
                                                               ================= ================ ================ ================

Net (loss) income:
   General Partner                                                     $ (6,984)        $ 20,738           $ (274)         $ 4,101
   Limited Partners                                                    (691,423)       2,053,061          (27,178)         405,955
                                                               ----------------- ---------------- ---------------- ----------------
                                                                     $ (698,407)     $ 2,073,799        $ (27,452)       $ 410,056
                                                               ================= ================ ================ ================

Net (loss) income per Limited Partnership Unit                          $ (0.06)          $ 0.16          $ (0.00)          $ 0.03
Weighted average number of Units outstanding                         12,471,600       12,481,067       12,471,600       12,473,100
</TABLE>

                             See accompanying notes.



                                       4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENTS OF CHANGES IN MEMBERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 2002
                                   AND FOR THE
                                NINE MONTH PERIOD
                            ENDED SEPTEMBER 30, 2003
                                   (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

Distributions to Limited Partners                        (1,088,393)               -       (1,088,393)
Units repurchased                          (25,400)         (48,294)               -          (48,294)
Net Income                                                1,440,714           14,553        1,455,267
                                  ----------------- ---------------- ---------------- ----------------
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                                         -         (691,423)          (6,984)        (698,407)
                                  ----------------- ---------------- ---------------- ----------------
Balance September 30, 2003              12,471,600      $14,533,176        $ 195,923      $14,729,099
                                  ================= ================ ================ ================
</TABLE>

                             See accompanying notes.



                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Nine Months                       Three Months
                                                                      Ended September 30,               Ended September 30,
                                                                     2003             2002             2003             2002
Operating activities:
<S>                                                                  <C>             <C>                <C>              <C>
Net (loss) income                                                    $ (698,407)     $ 2,073,799        $ (27,452)       $ 410,056
Adjustment to reconcile net (loss) income to
   cash provided by (used in) operating activities:
   (Gain) loss on sales of lease assets                                 (46,809)      (1,242,774)          47,178       (1,145,826)
   Leveraged lease income                                                (2,356)         (10,668)               -             (718)
   Depreciation and amortization                                      1,127,554        3,000,360          374,298          969,433
   Impairment losses                                                    543,426                -                -                -
   Provision for (recovery of) doubtful accounts                         19,000           20,000          (21,000)          20,000
   Changes in operating assets and liabilities:
      Accounts receivable                                               (73,847)         769,556          160,381          153,347
      Accounts payable, General Partner                                 (88,699)        (134,389)         (26,336)        (579,645)
      Accounts payable, Other                                             5,750           49,948          (32,630)          91,730
      Accrued interest expense                                           (1,087)         (18,622)             156          (13,112)
      Unearned operating lease income                                    (3,576)         (92,319)         (50,036)         (39,929)
                                                               ----------------- ---------------- ---------------- ----------------
Net cash provided by (used in) operations                               780,949        4,414,891          424,559         (134,664)
                                                               ----------------- ---------------- ---------------- ----------------
</TABLE>



                            STATEMENTS OF CASH FLOWS
                                   (Continued)
                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                          Nine Months                       Three Months
                                                                      Ended September 30,               Ended September 30,
                                                                     2003             2002             2003             2002

Investing activities:
<S>                                                                     <C>           <C>                 <C>           <C>
Proceeds from sales of lease assets                                     604,338       14,539,026          245,461       14,081,023
Reduction of net investment in direct
  financing leases                                                      335,973        1,096,439          118,842          301,696
Reduction of net investment in leveraged leases                          46,368                -                -                -
                                                               ----------------- ---------------- ---------------- ----------------
Net cash provided by investing activities                               986,679       15,635,465          364,303       14,382,719
                                                               ----------------- ---------------- ---------------- ----------------

Financing activities:
Distributions to Limited Partners                                    (3,437,499)      (1,088,393)               -                -
(Repayments) of non-recourse debt                                      (304,041)     (11,640,865)         (35,495)      (9,198,252)
Borrowings of non-recourse debt                                         217,596          759,436          217,596
Repayments of borrowings under line of credit                                 -       (7,000,000)               -                -
Repurchase of Limited Partnership units                                       -          (44,036)               -                -
Borrowings under line of credit                                               -          500,000                -       (4,000,000)
                                                               ----------------- ---------------- ---------------- ----------------
Net cash (used in) provided by
 financing activities                                                (3,523,944)     (18,513,858)         182,101      (13,198,252)
                                                               ----------------- ---------------- ---------------- ----------------

Net (decrease) increase in cash and
  cash equivalents                                                   (1,756,316)       1,536,498          970,963        1,049,803
Cash and cash equivalents at
  beginning of period                                                 3,806,560          443,772        1,079,281          930,467
                                                               ----------------- ---------------- ---------------- ----------------

Cash and cash equivalents at
  end of period                                                     $ 2,050,244      $ 1,980,270      $ 2,050,244      $ 1,980,270
                                                               ================= ================ ================ ================

Supplemental disclosures of cash
  flow information:
Cash paid during the period for interest                               $ 25,036        $ 587,350          $ 8,115         $ 76,893
                                                               ================= ================ ================ ================
</TABLE>

                             See accompanying notes.


                                       5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (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-Q 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 three and nine months ended September
30,  2003 are not  necessarily  indicative  of the  results  for the year ending
December 31, 2003.

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, 2002,  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.

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, an affiliated entity, acts as the General Partner
of the Partnership.

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




                                       6
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (Unaudited)


3.  Investment in leases:

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

<TABLE>
<CAPTION>
                                                                                 Depreciation /
                                                                                 Amortization
                                                                                   Expense or
                                                Balance                          Amortization of     Reclassi-         Balance
                                              December 31,        Impairment     Direct Financing  fications or     September 30,
                                                  2002              Losses           Leases        Dispositions         2003
Net investment in operating
<S>                                              <C>                 <C>             <C>              <C>              <C>
   leases                                        $ 10,771,761        $ (543,426)     $(1,107,322)     $ 2,141,934      $11,262,947
Assets held for sale or lease                       3,523,627                 -                -       (2,533,463)         990,164
Net investment in direct
   financing lease                                  1,180,081                 -         (335,973)         (70,000)         774,108
Net investment in leveraged
   leases                                             140,012                 -          (44,012)         (96,000)               -
Initial direct costs, net of accumulated
   amortization of $214,469 in 2003 and
   $544,354 in 2002                                    32,237                 -          (20,232)               -           12,005
                                           ------------------- ----------------- ---------------- ---------------- ----------------
                                                 $ 15,647,718        $ (543,426)     $(1,507,539)      $ (557,529)     $13,039,224
                                           =================== ================= ================ ================ ================
</TABLE>


Operating leases:

Property subject to operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                                 Depreciation
                                                                   Balance          Expense &        Reclassi-         Balance
                                                                 December 31,      Impairment      fications or     September 30,
                                                                     2002            Losses        Dispositions         2003

<S>                                                                <C>                       <C>      <C>              <C>
Transportation                                                     $ 20,593,171              $ -      $ 2,515,294      $23,108,465
Construction                                                          2,172,807                -         (594,719)       1,578,088
Manufacturing                                                         2,666,354                -       (1,196,354)       1,470,000
Materials handling                                                       49,550                -          (49,550)               -
                                                               ----------------- ---------------- ---------------- ----------------
                                                                     25,481,882                -          674,671       26,156,553
Less accumulated depreciation, including impairment
   losses                                                           (14,710,121)      (1,650,748)       1,467,263      (14,893,606)
                                                               ----------------- ---------------- ---------------- ----------------
                                                                   $ 10,771,761      $(1,650,748)     $ 2,141,934      $11,262,947
                                                               ================= ================ ================ ================
</TABLE>



                                       7
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (Unaudited)


3.  Investment in leases (continued):

Impairment losses are recorded as an addition to accumulated depreciation of the
impaired  assets.  Depreciation  expense and  impairment  losses  consist of the
following:

           Depreciation expense          $ 1,107,322
           Impairment losses                543,426
                                     ----------------
                                         $ 1,650,748
                                     ================


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

At September 30, 2003,  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, 2003       $ 410,369        $ 187,500        $ 597,869
        Year ending December 31, 2004         784,661          750,000        1,534,661
                                 2005         224,987                -          224,987
                                 2006          14,122                -           14,122
                                      ---------------- ---------------- ----------------
                                          $ 1,434,139        $ 937,500      $ 2,371,639
                                      ================ ================ ================
</TABLE>

Direct financing leases:

As of September 30, 2003,  investment  in direct  financing  leases  consists of
mining equipment. The following lists the components of the Company's investment
in direct financing leases:

<TABLE>
<CAPTION>
                                                             September 30,    December 31,
                                                                 2003             2002

<S>                                                               <C>               <C>
Total minimum lease payments receivable                           $ 937,500         $ 33,510
Estimated residual values of leased equipment (unguaranteed)            401        1,148,968
                                                            ---------------- ----------------
Investment in direct financing leases                               937,901        1,182,478
Less unearned income                                               (163,793)          (2,397)
                                                            ---------------- ----------------
Net investment in direct financing leases                         $ 774,108      $ 1,180,081
                                                            ================ ================
</TABLE>


Impairments of investments in leases:

During the first nine months of 2003, the Company  recognized  impairment losses
on covered grain hopper cars in the amount of $543,246.  The impairment resulted
from decreased  estimated cash flows expected to be generated by the assets over
their remaining lives.



                                       8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (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
5.5% to 10.5%.

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, 2003       $ 117,400          $ 7,890        $ 125,290
        Year ending December 31, 2004         287,409           20,264          307,673
                                 2005         162,167            7,301          169,468
                                 2006          14,039               83           14,122
                                      ---------------- ---------------- ----------------
                                            $ 581,015         $ 35,538        $ 616,553
                                      ================ ================ ================
</TABLE>


5.  Related party transactions:

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

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

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



                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (Unaudited)


5.  Related party transactions (continued):

During the nine and three months ended  September 30, 2003 and 2002, the General
Partner and/or 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,
                                          2003             2002             2003             2002
<S>                                        <C>              <C>              <C>              <C>
Costs reimbursed to General Partner        $ 465,684        $ 537,098        $ 107,961        $ 187,547
Incentive management fees and
  equipment management                        90,731          163,718           26,690           42,315
                                    ----------------- ---------------- ---------------- ----------------
                                           $ 556,415        $ 700,816        $ 134,651        $ 229,862
                                    ================= ================ ================ ================
</TABLE>


6.  Partners' capital:

As of  September  30,  2003,  12,471,600  Units  ($124,716,000)  were issued and
outstanding (including the 50 Units issued to the Initial Limited Members).

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

Distributions to the Limited Partners were as follows in 2003 and 2002:

<TABLE>
<CAPTION>
                                                    Nine Months                       Three Months
                                                 Ended September 30,               Ended September 30,
                                                2003             2002             2003             2002

<S>                                            <C>              <C>                      <C>              <C>
Distributions                                  $ 3,437,499      $ 1,088,393              $ -              $ -

Weighted average number of Units outstanding    12,471,600       12,481,067       12,471,600       12,473,100

Weighted average distributions per Unit             $ 0.28           $ 0.09              $ -              $ -
</TABLE>






                                       10
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (Unaudited)


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $56,282,201   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of September 30, 2003, 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                          24,300,000
                                                                  --------------
Total borrowings under the acquisition facility                      24,300,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                                   -
                                                                  --------------
Total outstanding balance                                           $24,300,000
                                                                  ==============

Total available under the line of credit                            $56,282,201
Total outstanding balance                                           (24,300,000)
                                                                  --------------
Remaining availability                                              $31,982,201
                                                                  ==============

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, 2003.



                                       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-Q,
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-Q.  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-Q or to reflect the  occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

In 2003 and 2002, 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 the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $56,282,201   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of September 30, 2003, borrowing 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                          24,300,000
                                                                  --------------
Total borrowings under the acquisition facility                      24,300,000
Amounts borrowed by the General Partner and its sister
   corporation under the warehouse facility                                   -
                                                                  --------------
Total outstanding balance                                           $24,300,000
                                                                  ==============

Total available under the line of credit                            $56,282,201
Total outstanding balance                                           (24,300,000)
                                                                  --------------
Remaining availability                                              $31,982,201
                                                                  ==============

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, 2003.

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

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

As of September  30, 2003,  the  Partnership  had  borrowings  outstanding  on a
non-recourse basis with remaining unpaid balances of $581,015. 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.



                                       12
<PAGE>

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 2003  and  2002,  the  Partnership's  primary  operating  source  of cash was
operating lease rents.  Operating lease revenues decreased by $1,308,196 for the
nine month  period in 2003  compared to 2002,  primarily as a result of sales of
operating  lease assets over the last year.  The average asset cost on operating
leases for the nine month period in 2003 was $27,597,803 compared to $44,647,904
in 2002.  Operating  lease  revenues  increased  by $69,148  for the three month
period in 2003  compared  to 2002 as a result of  placing  previously  off lease
equipment on an income earning lease.

In  2003,  the  Partnership's  primary  source  of  cash  flows  from  investing
activities was proceeds from sales of lease assets.  Such sales proceeds are not
expected to be consistent  from one period to another.  This also holds true for
the three and nine month periods.

The largest  financing uses of cash were  distributions  to limited partners and
repayment  of  non-recourse  debt for the nine and  three  month  periods  ended
September 30, 2003. Comparatively, the largest financing use of cash in 2002 was
repayments of borrowings under the line of credit and non-recourse debt.

In 2002, the Partnership sold a large lease to a third party. The acquisition of
the lease was financed  primarily with  non-recourse  debt. The assets under the
lease were sold subject to the existing debt.  Upon the sale of the assets,  the
Partnership  was  relieved  of  its  obligation  under  the  non-recourse   debt
agreement. There were no similar sales in 2003. As a result of this, the amounts
of asset sales proceeds and the amounts of debt  repayments were much reduced in
2003, compared to 2002.

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 2002,  operations
resulted in net income of $2,073,799  for the nine month period and $410,056 for
the three month  period.  The  Partnership's  primary  source of revenue is from
operating leases.

Operating lease revenues (and the related  depreciation  expense) have decreased
as a result of sales of assets over the last year.  The original  cost of assets
on  operating  leases has declined  from  $33,498,832  at September  30, 2002 to
$26,156,553  at September  30,  2003.  The  decrease in direct  financing  lease
revenues is also the result of sales of assets  related to direct finance leases
over the year.

As scheduled debt payments have been made, debt balances have been reduced.  The
average  debt balance for the nine month  period  ended  September  30, 2002 was
$7,470,819  compared to an average balance of $485,608 for the nine month period
in 2003.  This  decrease in  indebtedness  for 2003 caused  interest  expense to
decrease  by $544,779  in the nine month  period  compared to the same period in
2002 and by $56,753  for the three  month  period  ended  September  30, 2003 as
compared to the same period in 2002.

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.

For the  nine  month  period  ended  September  30,  2003,  railcar  maintenance
increased by $288,577 over the same period in 2002.  This expense also increased
for the three month  period  ended  September  30, 2003 by $73,465 over the same
period last year.  These increases were a result of one time repairs required on
boxcars in order to place them back in service.

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.



                                       13
<PAGE>

Item 4.  Controls and procedures.

Internal Controls

As of September 30, 2003, 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, 2003.  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, 2003.

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.

Evaluation of disclosure controls and procedures

Under the supervision and with the  participation  of our management,  including
the CEO and CFO, 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)  and  15d-14(c)  under  the  Securities  Exchange  Act of 1934 was
performed  as of a date  within  ninety  days  before  the  filing  date of this
quarterly  report.  Based upon this  evaluation,  the CEO and CFO of the General
Partner  concluded that, as of the evaluation date, 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.


        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, 2003 and December 31, 2002.

               Statements  of  Operations  for the nine and three month  periods
               ended September 30, 2003 and 2002.

               Statements  of changes in  partners'  capital  for the year ended
               December 31, 2002 and for nine month period ended  September  30,
               2003.

               Statements  of Cash  Flows for the nine and three  month  periods
               ended September 30, 2003 and 2002.

               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.

        3. Other Exhibits

               99.1 Certification of Paritosh K. Choksi

               99.2 Certification of Dean L. Cash

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

               99.4 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 12, 2003

   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
           Principal Financial Officer
           of Registrant




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



                                       15
<PAGE>

Exhibit 99.1
                                 CERTIFICATIONS

I, Paritosh K. Choksi, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual 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  annual  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
     annual report (the "Evaluation Date"); and

     c) presented in this annual 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
annual 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 12, 2003

  /s/ PARITOSH K. CHOKSI
--------------------------
Paritosh K. Choksi
Principal Financial Officer of Registrant, Executive
Vice President of General Partner


                                       16
<PAGE>

Exhibit 99.2
                                 CERTIFICATIONS

I, Dean L. Cash, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual 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  annual  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
     annual report (the "Evaluation Date"); and

     c) presented in this annual 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
annual 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 12, 2003

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



                                       17
<PAGE>

Exhibit 99.3
                            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 10-Q of ATEL Cash  Distribution
Fund V, LP, (the "Partnership") for the period ended September 30, 2003 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 12, 2003


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



                                       18
<PAGE>

Exhibit 99.4
                            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 10-Q of ATEL Cash  Distribution
Fund V, LP, (the "Partnership") for the period ended September 30, 2003 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 12, 2003


  /s/ PARITOSH K. CHOKSI
---------------------------
Paritosh K. Choksi
Executive Vice President of General
Partner, Principal Financial Officer of Registrant

                                       19
<PAGE>