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, 1996

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

                        Commission File Number 000-23842

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

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

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

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



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


                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

                                  Page 1 of 16
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1: Financial Statements.













                                     Page 2

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                                   (Unaudited)


                                     ASSETS

                                                     1996              1995
                                                     ----              ----
Cash                                                 $705,946        $2,401,318

Accounts receivable                                 2,265,253         2,377,496

Other assets                                           10,000            10,000

Investments in leases                             132,191,179       131,686,535
                                             ----------------- -----------------
                                                 $135,172,378      $136,475,349
                                             ================= =================




                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $43,271,055       $19,129,298
Line of credit                                      9,921,855        26,292,088
Accounts payable
     Equipment purchases                                    -            14,097
     General Partner                                  415,743         1,026,433
     Other                                          1,094,458           814,853
Accrued interest                                      248,640           381,631
Deposits due to lessees                                     -           627,508
Unearned lease income                                 664,308           817,306
                                             ----------------- -----------------
Total liabilities                                  55,616,059        49,103,214

Partners' capital:
     General Partner                                   46,832            22,568
     Limited Partners                              79,509,487        87,349,567
                                             ----------------- -----------------
Total partners' capital                            79,556,319        87,372,135
                                             ----------------- -----------------
Total liabilities and partners' capital          $135,172,378      $136,475,349
                                             ================= =================

                             See accompanying notes.

                                     Page 3
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1996 AND 1995
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Nine Months Ended                  Three Months Ended
                                                                September 30,                     September 30,
                                                                -------------                     -------------
                                                           1996             1995              1996              1995
                                                           ----             ----              ----              ----
<S>                                                     <C>              <C>                <C>               <C>       
Revenues:
Leasing activities:

   Operating leases                                     $15,657,716      $13,654,117        $5,295,942        $4,402,014
   Direct financing leases                                2,307,810          931,759           750,371           397,519
   Leveraged leases                                         133,133          142,419            45,256            60,183
   Gain on sales of assets                                  944,993          897,258           807,692            10,197
Interest income                                              33,621           86,619            11,666            21,118
Other                                                        40,745            5,699            24,715             2,296
                                                    ---------------- ---------------- ----------------- -----------------
                                                         19,118,018       15,717,871         6,935,642         4,893,327
Expenses:
Depreciation and amortization                            11,749,993       10,959,534         3,806,160         3,441,925
Management fees                                           1,278,434        1,391,587           415,742           576,404
Interest                                                  2,912,991          573,954           988,625           286,401
Administrative cost reimbursements                          324,503          365,050           123,390           118,661
Provision for losses                                        192,824          157,178            71,000            48,933
Other                                                       393,861          193,231           184,156            47,240
                                                    ---------------- ---------------- ----------------- -----------------
                                                         16,852,606       13,640,534         5,589,073         4,519,564
                                                    ---------------- ---------------- ----------------- -----------------
Income before extraordinary item                          2,265,412        2,077,337         1,346,569           373,763
Extraordinary gain on early extinguishment of debt          160,955                -           160,955                 -
                                                    ---------------- ---------------- ----------------- -----------------
Net income                                               $2,426,367       $2,077,337        $1,507,524          $373,763
                                                    ================ ================ ================= =================


Net income:
     General Partner                                        $24,264          $20,773           $15,075            $3,738
     Limited Partners                                     2,402,103        2,056,564         1,492,449           370,025
                                                    ---------------- ---------------- ----------------- -----------------
                                                         $2,426,367       $2,077,337        $1,507,524          $373,763
                                                    ================ ================ ================= =================

Income before extraordinary item per limited
   partnership unit                                           $0.18            $0.16             $0.11             $0.03
Extraordinary gain on early extinguishment of
   debt per limited partnership unit                           0.01                -              0.01                 -
                                                    ---------------- ---------------- ----------------- -----------------
Net income per Limited Partnership unit                       $0.19            $0.16             $0.12             $0.03
                                                    ================ ================ ================= =================

Weighted average number of units outstanding             12,497,000       12,498,550        12,497,517        12,499,050
</TABLE>


                             See accompanying notes.


                                     Page 4
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 1996
                                   (Unaudited)

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

<S>              <C> <C>                      <C>             <C>                   <C>           <C>        
Balance December 31, 1995                     12,498,550      $87,349,567           $22,568       $87,372,135
Limited partnership units repurchased             (1,550)          (5,512)                -            (5,512)
Distributions to limited partners                             (10,236,671)                -       (10,236,671)
Net income                                                      2,402,103            24,264         2,426,367
                                         ---------------- ---------------- ----------------- -----------------
Balance September 30, 1996                    12,497,000      $79,509,487           $46,832       $79,556,319
                                         ================ ================ ================= =================
</TABLE>




                             See accompanying notes.




                                     Page 5
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1996 AND 1995
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                              Nine Months Ended                Three Months Ended
                                                                September 30,                     September 30,
                                                                -------------                     -------------
                                                           1996             1995              1996              1995
                                                           ----             ----              ----              ----
<S>                                                     <C>              <C>                <C>              <C>        
Operating activities:
Net income                                               $2,426,367       $2,077,337        $1,507,524          $373,763
Adjustments to reconcile net income to net cash
     provided by operations
   Depreciation and amortization                         11,749,993       10,959,534         3,806,160         3,441,925
   Leveraged lease income                                         -                -
   Gain on sale of assets                                  (944,993)        (897,258)         (807,692)          (10,197)
   Provision for losses                                     192,824          157,178            71,000            48,933
   Extraordinary gain on early extinguishment of
      non-recourse debt                                    (160,955)               -          (160,955)                -
Changes in operating assets and liabilities:
      Accounts receivable                                   112,243         (740,681)        1,067,855          (380,068)
      Accounts payable, General Partner                    (610,690)        (719,270)          101,886           279,953
      Accounts payable, other                               279,605          243,558           466,557           196,535
      Unearned lease income                                (152,998)        (173,693)          (17,380)          (66,313)
      Accrued interest                                     (132,991)          40,751           (28,136)           46,248
      Deposits due to lessees                              (627,508)            (217)         (124,235)                -
                                                    ---------------- ---------------- ----------------- -----------------
Net cash provided by operating activities                12,130,897       10,947,239         5,882,584         3,930,779
                                                    ---------------- ---------------- ----------------- -----------------

Investing activities:

Purchase of equipment on operating leases               (16,685,908)     (12,513,976)          397,754        (7,957,984)
Purchase of equipment on direct financing leases         (3,608,007)      (8,062,884)       (2,267,692)       (1,058,264)
Purchase of equipment on leveraged leases                         -       (2,099,438)                -        (2,099,438)
Purchase of residual value interests                              -         (835,760)                -          (835,760)
Purchase of equipment held for lease                              -          (14,064)                -           (14,064)
Reductions in investment in direct financing leases       2,809,303        1,406,906           271,884           365,091
Reductions in investment in leveraged leases                265,995          631,706           124,678           315,300
Payments of initial direct lease costs to General
   Partner                                                 (147,072)        (832,331)           (9,051)         (443,103)
Proceeds from sales of assets                             5,849,124        5,689,517         5,601,636          (239,321)
                                                    ---------------- ---------------- ----------------- -----------------
Net cash (used in) provided by investing activities     (11,516,565)     (16,630,324)        4,119,209       (11,967,543)
                                                    ---------------- ---------------- ----------------- -----------------
</TABLE>


                                     Page 6

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                             STATEMENT OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1996 AND 1995
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                            Nine Months Ended                Three Months Ended
                                                              September 30,                     September 30,
                                                              -------------                     -------------
                                                          1996             1995              1996              1995
                                                          ----             ----              ----              ----
<S>                                                     <C>               <C>              <C>                <C>        
Financing activities:
Proceeds of non-recourse debt                            30,773,576        7,122,120         6,459,485         2,556,353
Borrowings under line of credit                          19,596,000        8,987,535         1,500,000         3,954,370
Repayments of non-recourse debt                          (6,470,864)        (966,273)       (3,230,704)         (546,917)
Repayment of line of credit                             (35,966,233)      (5,033,165)      (11,265,026)                -
Limited partnership units repurchased                        (5,512)               -            (4,293)                -
Capital contributions rescinded                                   -          (15,000)                -                 -
Payment of syndication costs                                      -          (89,138)                -            (2,294)
Distributions to limited partners                       (10,236,671)      (9,819,924)       (3,436,692)       (3,281,866)
                                                    ---------------- ---------------- ----------------- -----------------
Net cash (used in) provided by financing activities      (2,309,704)         186,155        (9,977,230)        2,679,646
                                                    ---------------- ---------------- ----------------- -----------------
Net (decrease) increase in cash and cash
   equivalents                                           (1,695,372)      (5,496,930)           24,563        (5,357,118)
Cash and cash equivalents at beginning
   of period                                              2,401,318        5,956,752           681,383         5,816,940
                                                    ---------------- ---------------- ----------------- -----------------
Cash and cash equivalents at end of period                 $705,946         $459,822          $705,946          $459,822
                                                    ================ ================ ================= =================


Supplemental disclosure of cash flow information:

Cash paid for interest during period                     $3,045,982         $533,203        $1,016,761          $240,153
                                                    ================ ================ ================= =================

Supplemental disclosure of non-cash transactions:

Gain on extinguishment of non-recourse debt                $160,955                           $160,955
                                                    ================                  =================
</TABLE>

                             See accompanying notes.

                                     Page 7

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


1.  Interim financial statements:

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


2.  Organization and partnership matters:

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

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

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


3. Investment in leases:

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

<TABLE>
<CAPTION>
                                                                                   Depreciation
                                                                                   Expense or         Reclass-
                                                December 31,                      Amortization      ifications &     September 30,
                                                    1995           Additions        of Leases       Dispositions          1996
                                                    ----           ---------        ---------     - -------------         ----
<S>                                             <C>               <C>             <C>                <C>              <C>        
Net investment in operating leases               $90,328,014      $16,671,811     ($10,800,467)      ($5,499,340)      $90,700,018
Net investment in direct financing leases         32,688,774        3,608,007       (2,809,303)         (479,965)       33,007,513
Net investment in leveraged leases                 4,854,410                -         (265,995)         (262,125)        4,326,290
Residual value interests                             835,760                -                -                 -           835,760
Equipment held for sale or lease                           -                -          (32,353)          559,132           526,779
Initial direct costs, net of accumulated
   amortization of $1,235,932 in 1995 and
   $2,029,792 in 1996.                             4,000,748          147,072         (917,173)                -         3,230,647
Reserve for losses                                (1,021,171)        (192,824)               -           778,167          (435,828)
                                            ----------------- ---------------- ---------------- ----------------- -----------------
                                                $131,686,535      $20,234,066     ($14,825,291)      ($4,904,131)     $132,191,179
                                            ================= ================ ================ ================= =================
</TABLE>



                                     Page 8
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


3. Investments in leases (continued):

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1995,
acquisitions  and  dispositions  during the quarters ended March 31, June 30 and
September 30, 1996 and as of September 30, 1996.

<TABLE>
<CAPTION>
                                                December 31,    Acquisitions, Dispositions & Reclassifications       September 30,
                                                    1995          1st Quarter      2nd Quarter      3rd Quarter           1996
                                                    ----          -----------      -----------      -----------           ----
<S>                                              <C>              <C>              <C>               <C>               <C>        
Transportation                                   $34,422,258      $12,746,114        ($310,270)      ($3,633,208)      $43,224,894
Construction                                      24,075,113                -                -                 -        24,075,113
Materials handling                                17,778,985          243,659            9,296            25,162        18,057,102
Mining                                            15,164,692                -                -                 -        15,164,692
Furniture and fixtures                            10,475,743                -                -        (3,365,947)        7,109,796
Manufacturing                                      2,834,155          294,000          347,430                 -         3,475,585
Office automation                                  2,076,126          531,879            4,101          (233,950)        2,378,156
Printing                                           2,325,000                -                -                 -         2,325,000
Food processing                                    1,826,162                -                -                 -         1,826,162
Other                                                353,612                -                -                 -           353,612
                                            ----------------- ---------------- ---------------- ----------------- -----------------
                                                 111,331,846       13,815,652           50,557        (7,207,943)      117,990,112
Less accumulated depreciation                    (21,003,832)      (2,779,759)      (3,802,425)          295,922       (27,290,094)
                                            ----------------- ---------------- ---------------- ----------------- -----------------
                                                 $90,328,014      $11,035,893      ($3,751,868)      ($6,912,021)      $90,700,018
                                            ================= ================ ================ ================= =================
</TABLE>

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

At September 30, 1996,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                                                  Direct
                                                Operating        Financing          Total
<S>                                            <C>              <C>               <C>        
 Three months ending December 31, 1996          $5,162,199       $2,383,809        $7,546,008
         Year ending December 31, 1997          16,621,049        7,474,371        24,095,420
                                  1998          12,820,689        5,927,092        18,747,781
                                  1999           8,528,298        5,349,689        13,877,987
                                  2000           5,451,581        4,044,490         9,496,071
                            Thereafter          12,320,191       12,261,393        24,581,584
                                           ---------------- ---------------- -----------------
                                               $60,904,007      $37,440,844       $98,344,851
                                           ================ ================ =================
</TABLE>



                                     Page 9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


3. Investments in leases (continued):

Direct financing leases:

The following  lists the  components of the  Partnership's  investment in direct
financing leases as of September 30, 1996.

Total minimum lease payments receivable                             $37,440,844
Estimated residual values of leased equipment (unguaranteed)          9,086,697
                                                               -----------------
Investment in direct financing leases                                46,527,541
Less unearned income                                                (13,520,028)
                                                               -----------------
Net investment in direct financing leases                           $33,007,513
                                                               =================


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
8% to 13.3%.

Future minimum principal  payments of non-recourse debt as of September 30, 1996
are as follows:

<TABLE>
<CAPTION>
                                                 Principal        Interest           Total
                                                 ---------        --------           -----
<S>                                             <C>              <C>               <C>        
  Three months ending December 31, 1996          $1,773,978         $914,181        $2,688,159
          Year ending December 31, 1997           7,318,758        3,007,357        10,326,115
                                   1998           7,988,051        2,415,955        10,404,006
                                   1999           6,149,240        1,831,169         7,980,409
                                   2000           4,499,311        1,377,524         5,876,835
                             Thereafter          15,541,717        5,621,927        21,163,644
                                            ---------------- ---------------- -----------------
                                                $43,271,055      $15,168,113       $58,439,168
                                            ================ ================ =================
</TABLE>


5.  Related party transactions:

The terms of the  Agreement  of Limited  Partnership  provide  that the  General
Partner  and/or  Affiliates  are entitled to receive  certain fees for equipment
acquisition,  management and resale and for management of the  Partnership.  The
amounts  above  are  gross  amounts  incurred  by  the  General  Partner  and/or
affiliates,  including  commissions to  broker-dealers  for the sales of Limited
Partnership Units.

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

                                                    1996              1995
                                                    ----              ----
Reimbursement of other syndication costs                                $89,138

Acquisition  fees equal to 3.5% of the 
equipment  purchase price, for evaluating
and  selecting  equipment to be acquired 
(not to exceed  approximately  4.75% of
Gross Proceeds, included in investments 
in leases in the balance sheet)                      $147,072           832,331

Equipment and incentive management fees             1,278,434         1,391,587
                                             ----------------- -----------------
                                                   $1,425,506        $2,313,056
                                             ================= =================


                                    Page 10
<PAGE>
                       ATEL CASH DISTRIBUTION FUND V, L.P.


                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


6. Partner's capital:

The Fund is authorized to issue up to  12,500,000  Units of Limited  Partnership
interest in addition to the Initial Limited Partners.

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

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

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

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

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

           (A) 10% of remaining Cash from Operations, as defined,

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

     Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $70,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on July 18, 1997.

The facility, when used by the Partnership,  is collateralized by (i) leases and
equipment  owned by the Partnership and financed by the lines and (ii) all other
assets owned by the Partnership  except  equipment,  lease receipts and residual
values specifically pledged to other equipment funding sources.




                                    Page 11
<PAGE>


                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996
                                   (Unaudited)


8.  Extraordinary gain on extinguishment of debt:

In January 1996,  Barney's,  Inc.,  one of the  Partnership's  lessees filed for
reorganization  under  Chapter  11 of the United  States  Bankruptcy  Code.  The
Partnership  determined  that  the  assets  under  an  operating  lease  to this
particular  lessee were  impaired  as of  December  31,  1995.  The  Partnership
estimated  that only a portion of the  contractual  cash flows would be received
under the lease.  Under Financial  Accounting  Standards Board Statement No. 121
(FAS 121), the estimated cash flows were discounted at the effective rate of the
non-recourse  debt  related to the lease and the assets were written down to the
present value of those cash flows.

Assets and liabilities  related to the lease  transaction  were as follows as of
December 31, 1995:

Assets at cost                                                       $3,365,947
Accumulated depreciation                                             (1,287,475)
                                                                ----------------
Book value of lease assets                                            2,078,472
Deposits from lessee                                                   (124,235)
Non-recourse debt                                                    (1,733,741)
                                                                ----------------
Net assets included in the Partnership's balance sheet as of
   December 31, 1995 before provision for impairment                    220,496
Reserve for impairment                                                 (778,169)
                                                                ----------------
Excess of non-recourse debt over net assets                           ($557,673)
                                                                ================

On July 19,  1996,  the assets  subject to the lease were  purchased  by a third
party.  As  part  of the  purchase  and  transaction  restructure,  the  related
non-recourse debt was extinguished by the lender and the Partnership  received a
small amount of cash  proceeds.  The sale  resulted in a gain on the sale of the
assets and a gain on the  extinguishment of the related  non-recourse  debt. The
following summarizes this transaction:

Assets at cost                                                       $3,365,947
Accumulated depreciation at June 30, 1996                            (1,573,580)
                                                                ----------------
Book value of lease assets at June 30, 1996                           1,792,367
Reserve for impairment                                                 (778,169)
                                                                ----------------
Carrying value at June 30, 1996                                       1,014,198
Deposits from lessee retained by Partnership                           (124,235)
                                                                ----------------
Excess of carrying value over deposits from lessee                      889,963
Gross sales proceeds                                                  1,579,200
                                                                ----------------
Gain on sale of assets                                                 $689,237
                                                                ================

Non-recourse debt                                                    $1,733,741
Gross sales proceeds used to extinguish non-recourse debt            (1,572,786)
                                                                ----------------
Extraordinary gain on extinguishment of debt                           $160,955
                                                                ================

Gross sales proceeds                                                 $1,579,200
Gross sales proceeds used to extinguish non-recourse debt            (1,572,786)
                                                                ----------------
Net cash proceeds to Partnership                                         $6,414
                                                                ================


                                    Page 12
<PAGE>

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

Capital Resources and Liquidity

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

As of  September  30,  1996,  the  Partnership  had  borrowed  $51,503,501.  The
remaining unpaid balance as of that date was $43,271,055.  Long-term  borrowings
are to be  non-recourse  to the  Partnership,  that is, the only recourse of the
lender will be to the equipment or corresponding  lease acquired or secured with
the loan proceeds.  The General Partner expects that aggregate borrowings in the
future will be approximately 40% of aggregate  equipment cost. In any event, the
Agreement of Limited Partnership limits such borrowings to 40% of the total cost
of equipment, in aggregate.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $70,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on July 18, 1997.

The facility, when used by the Partnership,  is collateralized by (i) leases and
equipment  owned by the Partnership and financed by the lines and (ii) all other
assets owned by the Partnership  except  equipment,  lease receipts and residual
values specifically pledged to other equipment funding sources.

No  commitments  of capital  have been or are expected to be made other than for
the  acquisition  of  additional  equipment.  As of  September  30,  1996,  such
commitments for the purchase of additional leased assets totaled $2,000,000.

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

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

In 1996 and 1995, the Partnership's most significant  sources of cash were lease
rents, proceeds from non-recourse debt and borrowings under the line of credit.

Cash flows - 1996 vs. 1995:

In both 1996 and 1995, the Partnership's  primary source of operating cash flows
was  operating  lease  rents.  Lease rents have  increased  as a result of asset
acquisitions over the last year.

In 1996 the largest  source of cash from  investing  activities was the proceeds
from sales of lease  assets.  In 1996,  lease  rents from direct  financing  and
leveraged lease transactions also provided a significant amount of cash flows.

In 1996 and 1995, the only financing sources of cash were borrowings,  either as
the proceeds of non-recourse debt or as borrowings on the line of credit.

                                    Page 13

<PAGE>

Results of operations - 1996 vs. 1995

Acquisitions  of significant  amounts of lease assets has continued  through the
third quarter of 1996. The acquisitions  have resulted in increases in operating
lease revenues (and the related depreciation expense) and direct financing lease
revenues.  In 1996, most of the asset  acquisitions  have been financed with the
proceeds of non-recourse debt and borrowings under the line of credit.  This has
resulted in an increase in interest  expense from $573,954 in 1995 to $2,912,991
in 1996 for the nine month period and  $286,401 in 1995  compared to $988,625 in
1996 for the three month period.

Effective  January 1, 1996, the Partnership  suspended the recognition of income
under its lease  with  Barney's,  Inc.  The  non-recourse  debt  related to this
transaction was also put in a non-accrual  status, that is, interest expense was
no longer accrued. In July 1996, the underlying assets were sold to an unrelated
third party and the related debt was  extinguished as a part of the transaction.
The Partnership recorded a gain on the sale of the assets of $689,235.  The sale
resulted  in the debt  being  extinguished  for less than its  carrying  amount,
resulting in an extraordinary gain of $160,955.

The non-accrual of lease revenues on the Barney's lease reduced  operating lease
revenues by $529,838  over the nine month period  ($176,613  for the three month
period).




















                                    Page 14

<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

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

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

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

                              (a) Documents filed as a part of this report

                                1.  Financial Statements

                                    Included in Part I of this report:

                                    Balance  Sheets,   September  30,  1996  and
December 31, 1995.

                                    Income  statements  for the nine  and  three
                                       month  periods  ended  September 30, 1996
                                       and 1995.

                                    Statement of  changes in  partners'  capital
                                       for the nine months ended  September  30,
                                       1996.

                                    Statements  of cash  flows  for the nine and
                                       three month periods  ended  September 30,
                                       1996 and 1995.

                                    Notes to the Financial Statements

                                2.  Financial Statement Schedules

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

                              (b)   Report on Form 8-K
                                    None


                                    Page 15

<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, 1996

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



                         By: ATEL Financial Corporation
                          General Partner of Registrant




                            By:   /s/   A. J. BATT
                               ---------------------------------
                               A. J. Batt
                               President and Chief Executive Officer
                               of General Partner




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




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




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