Form 10K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       |X| Annual report  pursuant to section 13 or 15(d) of the
                           Securities  Exchange Act of 1934 (fee  required)  For
                           the Year Ended December 31, 1996

                                                            OR

                       |_| Transition  report pursuant to section 13 or 15(d) of
                           the Securities Exchange Act of 1934 (no fee required)
                           For the transition period from ____ to ____

                         Commission File number 0-23842

                       ATEL Cash Distribution Fund V, L.P.

          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
        Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Limited Partnership
                                      Units

Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                 Yes |X| No |_|

State the aggregate market value of voting stock held by  non-affiliates  of the
registrant.
Inapplicable

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-K  (ss.229.405)  is not  contained  herein,  and  will  not be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
                                       |X|

<PAGE>

                                     PART I

Item 1:  BUSINESS

General Development of Business

ATEL Cash Distribution Fund V, L.P. (the Partnership), was formed under the laws
of the State of California in September 1992. The Partnership was formed for the
purpose  of  acquiring  equipment  to  engage  in  equipment  leasing  and sales
activities.

The  Partnership  conducted  a public  offering of  12,500,000  units of Limited
Partnership  interest  (Units),  at a price of $10 per Unit.  As of November 15,
1994, the  Partnership  had received and accepted  subscriptions  for 12,500,000
($125,000,000)  Limited  Partnership  Units in addition  to the Initial  Limited
Partners' Units and the offering was terminated. Of those Units, 12,497,000 were
issued and  outstanding  as of December  31,  1996.  Of the  proceeds  received,
$11,875,000 was paid to ATEL Securities  Corporation,  a wholly owned subsidiary
of ATEL  Financial  Corporation  (the General  Partner),  as sales  commissions,
$5,738,415 was paid to the General Partner as reimbursements of organization and
other  syndication  costs,  $1,875,000 was reserved for repurchases of Units and
working  capital and  $105,511,585  has been used to acquire  leased  equipment,
including acquisition fees paid or to be paid to the General Partner.

The Partnership's  principal objectives are to invest in a diversified portfolio
of  equipment  which will (i)  preserve,  protect  and return the  Partnership's
invested  capital;  (ii) generate  substantial  distributions to the partners of
cash  from  operations  and cash from  sales or  refinancing,  with any  balance
remaining after certain minimum  distributions to be used to purchase additional
equipment  during the reinvestment  period,  ending December 31, 2000; and (iii)
provide  significant  distributions  following the reinvestment period and until
all  equipment  has been  sold.  The  Partnership  is  governed  by its  Limited
Partnership Agreement.

Narrative Description of Business

The  Partnership  has acquired and intends to acquire various types of equipment
and to lease such  equipment  pursuant to  "Operating"  leases and "Full Payout"
leases,  where  "Operating"  leases  are  defined  as being  leases in which the
minimum  lease  payments  during the initial  lease term do not recover the full
cost of the  equipment  and "Full  Payout"  leases  recover such cost. It is the
intention of the General Partner that no more than 25% of the aggregate purchase
price of equipment will be subject to "Operating"  leases upon final  investment
of the Net Proceeds of the  Offering and that no more than 20% of the  aggregate
purchase price of equipment will be invested in equipment acquired from a single
manufacturer.

The Partnership only purchases equipment for which a lease exists or for which a
lease will be entered  into at the time of the  purchase.  The  Partnership  has
completed its initial  acquisition stage with the investment of the net proceeds
from the  public  offering  of Units.  As noted  above,  however,  it intends to
continue  to invest any cash flow in excess of certain  amounts  required  to be
distributed  to the Limited  Partners in  additional  items of leased  equipment
through December 31, 2000.

As of December 31, 1996, the  Partnership  had purchased  equipment with a total
acquisition price of $186,962,134.


<PAGE>

The  Partnership's  objective  is to  lease a  minimum  of 75% of the  equipment
acquired  with the net  proceeds of the  offering  to lessees  which (i) have an
aggregate credit rating by Moody's Investor  Service,  Inc. of Baa or better, or
the credit equivalent as determined by the General Partners,  with the aggregate
rating weighted to account for the original equipment cost for each item leased;
or  (ii)  are  established   hospitals  with  histories  of   profitability   or
municipalities.  The balance of the  original  equipment  portfolio  may include
equipment leased to lessees which,  although deemed  creditworthy by the General
Partners,  would  not  satisfy  the  general  credit  rating  criteria  for  the
portfolio.  At December 31, 1996, in excess of 75% of the equipment acquired had
been leased to lessees  with an aggregate  credit  rating of Baa or better or to
such hospitals or municipalities.

During 1996, 1995 and 1994,  certain lessees generated  significant  portions of
the Partnership's total lease revenues as follows:
                            Percentage of Total Lease
                                    Revenues
          Lessee              Type of Equipment    1996       1995        1994
          ------              -----------------    ----       ----        ----
Burlington Northern Railroad  Locomotives           16%        14%          *
The Pittston Company          Mining                11%        12%         14%
Tyson Foods, Inc.             Tractors / Trailers    *          *          10%

                           * Less than 10%.

These percentages are not expected to be comparable in future periods.

The equipment leasing industry is highly competitive.  Equipment  manufacturers,
corporations, Partnerships and others offer users an alternative to the purchase
of most types of equipment with payment terms which vary widely depending on the
lease term and type of  equipment.  The ability of the  Partnership  to keep the
equipment leased and/or operating and the terms of the acquisitions,  leases and
dispositions  of equipment  depends on various factors (many of which are not in
the control of the General Partner or the Partnership), such as general economic
conditions, including the effects of inflation or recession, and fluctuations in
supply and demand for various  types of equipment  resulting  from,  among other
things, technological and economic obsolescence.

The General  Partner will seek to limit the amount  invested in equipment to any
single lessee to not more than 20% of the aggregate  purchase price of equipment
owned at any time during the reinvestment period.

The business of the Partnership is not seasonal.

The Partnership has no full time employees.


Equipment Leasing Activities:

Through December 31, 1996, the Partnership has disposed of certain leased assets
as set forth below:


<PAGE>

<TABLE>
<CAPTION>
                                              Original
                                           Equipment Cost,                                                   Excess of
 Type of                                     Excluding                                                       Rents Over
Equipment                                 Acquisition Fees           Sale Price                              Expenses *
---------                                 ----------------           ----------                              ----------
<S>                                           <C>                              <C>                              <C>
Furniture & fixtures                           $4,943,570                       $3,019,239                      $2,124,081
Mining equipment                                4,713,880                        4,132,745                       1,017,804
Tractors & trailers                             4,333,557                        2,478,383                       2,371,414
Refrigeration units                             1,268,656                          560,000                       1,133,159
Construction                                      913,073                          425,000                         647,639
Helicopter                                        844,525                          920,000                         308,000
Copiers                                           712,776                          689,530                         293,609
Office automation                                 356,288                          188,228                         217,433
Containers                                        195,009                          168,046                          61,215
Other                                              70,200                           39,000                          50,292
Rail cars                                          35,263                           22,425                           2,943
                                           ---------------                 ----------------                 ---------------
                                              $18,386,797                      $12,642,596                      $8,227,589
                                           ===============                 ================                 ===============
</TABLE>
*    Includes  only those  expenses  directly  related to the  production of the
     related rents.

The Partnership has acquired a diversified portfolio of equipment. The equipment
has been leased to lessees in various industries. The following tables set forth
the types of equipment acquired by the Partnership through December 31, 1996 and
the industries to which the assets have been leased.

<TABLE>
<CAPTION>
                                                      Purchase price excluding             Percentage of total
       Asset types                                        acquisition fees                    acquisitions
       -----------                                        ----------------                    ------------
<S>                                                          <C>                                    <C>
Transportation, over-the-road tractors and trailers           $34,546,518                            18.48%
Furniture and fixtures                                         24,112,157                            12.90%
Transportation, other                                          18,454,853                             9.87%
Mining                                                         15,986,308                             8.55%
Transportation, intermodal containers                          15,484,688                             8.28%
Construction                                                   15,335,327                             8.20%
Materials handling                                             14,469,358                             7.74%
Railroad locomotives                                           12,350,000                             6.61%
Earth moving                                                   11,943,745                             6.39%
Transportation, rail cars                                       7,180,000                             3.84%
Printing                                                        4,707,508                             2.52%
Office automation                                               4,075,613                             2.18%
Manufacturing, other                                            3,475,585                             1.86%
Agriculture                                                     1,643,101                             0.88%
Airport ground support                                          1,564,975                             0.84%
Aircraft, helicopter                                              844,525                             0.45%
Other                                                             508,964                             0.27%
Food processing                                                   278,909                             0.14%
                                                           ---------------                 ----------------
                                                             $186,962,134                           100.00%
                                                           ===============                 ================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                              Purchase price excluding           Percentage of total
    Industry of lessee                                            acquisition fees          acquisitions
    ------------------                                            ----------------          ------------
<S>                                                          <C>                                    <C>
Transportation, rail                                          $45,670,556                            24.43%
Mining                                                         29,823,055                            15.95%
Oil & gas                                                      21,301,523                            11.39%
Retail, foods                                                  11,182,563                             5.98%
Food processing                                                 9,828,623                             5.26%
Construction                                                    9,410,789                             5.03%
Chemicals                                                       9,075,487                             4.85%
Retail, restaurant                                              8,528,067                             4.56%
Transportation, other                                           8,311,346                             4.45%
Primary metals                                                  7,526,037                             4.03%
Manufacturing, other                                            6,815,862                             3.65%
Manufacturing, auto/truck                                       6,690,185                             3.58%
Printing                                                        4,707,508                             2.52%
Retail, apparel                                                 3,365,947                             1.80%
Electric appliance manufacturing                                1,744,543                             0.93%
Business services                                               1,602,345                             0.86%
Retail, general                                                   613,998                             0.33%
Other                                                             763,700                             0.40%
                                                           ===============                 ================
                                                             $186,962,134                           100.00%
                                                           ===============                 ================
</TABLE>

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 1996,  see Note 3 to the financial  statements,  Investments  in
equipment  and  leases,   set  forth  in  Item  8,   Financial   Statements  and
Supplementary Data.

Item 2.  PROPERTIES

The  Partnership  does not own or lease any real  property,  plant or materially
important  physical  properties  other than the equipment  held for lease as set
forth in Item 1.


Item 3.  LEGAL PROCEEDINGS

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


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Inapplicable.


                                     PART II

Item 5.  MARKET FOR REGISTRANT'S LIMITED PARTNERSHIP UNITS
              AND RELATED MATTERS

Market Information

The Units are transferable  subject to restrictions on transfers which have been
imposed under the securities  laws of certain  states.  However,  as a result of
such restrictions, the size of the Partnership and its investment objectives, to
the General Partner's knowledge,  no established public secondary trading market
has developed and it is unlikely  that a public  trading  market will develop in
the future.


<PAGE>

Holders

As of December 31, 1996, a total of 7,188 investors were record holders of Units
in the Partnership.

Dividends

The  Partnership  does not make  dividend  distributions.  However,  the Limited
Partners of the  Partnership are entitled to certain  distributions  as provided
under the Limited Partnership Agreement.

The General  Partner  shall have sole  discretion in  determining  the amount of
distributions;  provided, however, that the General Partner will not reinvest in
equipment,  but will  distribute,  subject to payment of any  obligations of the
Partnership,  such  available  cash  from  operations  and  cash  from  sales or
refinancing  as may be  necessary  to cause total  distributions  to the Limited
Partners  for each year during the  reinvestment  period to equal the  following
amounts per unit:  $1.05 in 1995 and 1996; $1.10 in 1997 and 1998; $1.20 in 1999
and 2000.

The rate for monthly  distributions  from 1994  operations was $0.0875 per Unit.
The  distributions  were made in  February  1994  through  December  1994 and in
January 1995. For each quarterly  distribution  (made in April, July and October
1994 and in January 1995) the rate was $0.2625 per Unit. Distributions were from
1994 cash  flows  from  operations.  The  amounts  paid to holders of Units were
adjusted  based on the length of time  within  the  previous  calendar  month or
quarter that the Units were outstanding.

The rate for monthly  distributions  from 1995  operations was $0.0875 per Unit.
The  distributions  were made in  February  1995  through  December  1995 and in
January 1996. For each quarterly  distribution  (made in April, July and October
1995 and in January 1996) the rate was $0.2625 per Unit. Distributions were from
1995 cash  flows  from  operations.  The  amounts  paid to holders of Units were
adjusted  based on the length of time  within  the  previous  calendar  month or
quarter that the Units were outstanding.

The rate for monthly  distributions  from 1996 operations was $0.09166 per Unit.
The  distributions  were made in  February  1996  through  December  1996 and in
January 1997. For each quarterly  distribution  (made in April, July and October
1996 and in January 1997) the rate was $0.275 per Unit.  Distributions were from
1996 cash  flows  from  operations.  The  amounts  paid to holders of Units were
adjusted  based on the length of time  within  the  previous  calendar  month or
quarter that the Units were outstanding.

The following table presents summarized  information regarding  distributions to
Limited Partners:

<TABLE>
<CAPTION>
                                                                1996            1995            1994             1993
                                                                ----            ----            ----             ----
<S>                                                                 <C>              <C>             <C>            <C>
Distributions of net income (loss)                                  $0.23            $0.13           $0.08          ($0.03)
Return of investment                                                 0.86             0.92            0.89            0.43
                                                           --------------- ---------------- --------------- ---------------
Distributions per unit                                               1.09             1.05            0.97            0.40
Differences due to timing of distributions                           0.01             0.00            0.08            0.36
                                                           --------------- ---------------- --------------- ---------------
Nominal distribution rates from above                               $1.10            $1.05           $1.05           $0.76
                                                           =============== ================ =============== ===============
</TABLE>


<PAGE>

Owners of 1,000 or more units may make the  election  without  charge to receive
distributions  on a monthly basis.  Owners of less than 1,000 units may make the
election upon payment of a $20.00 annual fee.


Item 6.  SELECTED FINANCIAL DATA

The following table presents selected  financial data of the Partnership for the
years ended  December 31, 1996,  1995 and 1994 and for the period from March 19,
1993  (commencement  of  operations)  to December 31, 1993.  This financial data
should be read in  conjunction  with the financial  statements and related notes
included under Item 8 of this report. 
<TABLE>
<CAPTION>
                                                                1996            1995            1994             1993
                                                                ----            ----            ----             ----
<S>                                                          <C>              <C>             <C>              <C>
Gross Revenues                                                $24,987,922      $20,884,669     $10,809,456      $2,173,205

Net income (loss)                                              $2,851,885       $1,627,911        $679,530        ($60,621)

Weighted average Limited Partner Units (Units)
   outstanding                                                 12,497,713       12,498,550       8,437,365       2,280,173

Net income (loss) per Unit, based on weighted
   average Units outstanding                                      $0.2259          $0.1289         $0.0797        ($0.0263)

Distributions per Unit, based on weighted average
   Units outstanding                                                $1.09            $1.05           $0.97           $0.40

Total Assets                                                 $130,546,718     $136,475,349    $108,090,539     $41,256,114

Total Non-recourse Debt                                       $41,496,203      $19,129,298      $6,136,233            None

Total Partners' Capital                                       $76,545,683      $87,372,135     $98,949,871     $36,832,316
</TABLE>


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

Capital Resources and Liquidity

For the Partnership,  1996 was an active  investment year. Funds which have been
received, but which have not yet been invested in leased equipment, are invested
in interest-bearing  accounts or  high-quality/short-term  commercial paper. The
Partnership's  public offering  provided for a total maximum  capitalization  of
$125,000,000.

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 lease  assets  are  acquired,  as  distributions  are made to the
limited  partners and to the extent  expenses  exceed cash flows from leases and
proceeds from asset sales.

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.


<PAGE>

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires on October 28,  1997.  As of December  31,  1996,  the  Partnership  had
$9,921,190  of   borrowings   under  this  line  of  credit  and  the  remaining
availability was $38,857,117.

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.  At December 31,
1996, commitments to purchase lease assets totaled $1,964,818.

As of December  31,  1996,  cash  balances  consisted  of amounts  reserved  for
distributions  in January 1997,  generated from operations in 1996  ($1,585,776)
and working capital reserves.

The Partnership  currently has available adequate reserves to meet its immediate
cash requirements,  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 December 31, 1996, the Partnership had borrowed $51,500,460. The remaining
unpaid balance as of that date was $41,496,203. As of that date, the Partnership
also had outstanding balances of $9,921,190 on a line of credit.

The Partnership's  expected  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 with the loan proceeds. The Partnership may only
incur  additional  debt to the extent that the then  outstanding  balance of all
such debt,  including the additional  debt,  does not exceed 40% of the original
cost of the lease  assets  then  owned by the  Partnership,  including  any such
assets purchased with the proceeds of such additional debt.

The  Partnership  commenced  regular  distributions,  based on cash  flows  from
operations, beginning with the second quarter of 1993. See Items 5 and 6 of this
report for additional information regarding the distributions.

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 future  periods,  cash flows from  operating  leases are  expected  to be the
Partnership's primary source of cash flows from operations.

Cash Flows:

                      1996 vs. 1995:

In 1996, the Partnership's primary source of cash from operations was rents from
operating leases.  Revenues from operating and direct financing leases increased
by $3,786,126 and interest  expense  increased by $2,740,810.  The net effect of
these increases was offset by fluctuations in the Partnership's operating assets
and liabilities.


<PAGE>

Sources of cash from investing  activities  consisted primarily of proceeds from
sales of lease assets  ($5,900,451)  and cash flows from direct financing leases
($4,396,705).  Cash flows from those leases increased by $1,792,188  compared to
1995 as a result of  acquisitions  of assets placed on financing  leases in 1995
and in 1996. The primary  investing uses of cash were purchases of operating and
direct financing lease assets.

In 1996, the only sources of cash from financing  activities  were proceeds from
non-recourse  debt  ($30,770,985)  and  borrowings  under  the  line  of  credit
($18,098,333).  Most, if not all, of the borrowings under the line of credit are
expected  to be repaid  with the  proceeds  of  non-recourse  debt in 1997.  The
primary  financing uses of cash were scheduled  payments of  non-recourse  debt,
repayments on the line of credit and distributions to the limited partners.

                      1995 vs. 1994:

In 1995, the Partnership's  primary source of cash from operating activities was
rents  from  operating  leases.  Such  lease  rents are  expected  to remain the
Partnership's  primary  source  of cash  from  operating  activities  in  future
periods.

Sources of cash flows from investing  activities  consisted of direct  financing
lease rents accounted for as reductions of the  Partnership's  net investment in
direct  financing  leases and  proceeds  from sales of lease  assets.  A smaller
amount of cash was received from  leveraged  leases.  The primary use of cash in
investing  activities was the purchase of assets on operating,  direct financing
and leveraged leases and related initial direct costs.

In 1995, the Partnership's  sources of cash from financing  activities consisted
of non-recourse  debt borrowings and borrowings on lines of credit.  The primary
uses of cash in financing  activities  were repayments of such borrowings and to
make distributions to the Limited Partners.

Results of Operations

As of March 19,  1993,  subscriptions  for the  minimum  amount of the  offering
($1,200,000) had been received and accepted by the Partnership. As of that date,
the  Partnership   commenced   operations  in  its  primary  business   (leasing
activities).  Because of the timing of the commencement of operations,  the fact
that the  offering  continued  through  November  15, 1994 and the fact that the
initial  portfolio  acquisitions  were not completed  until 1996, the results of
operations  in 1994 and  1995  are not  comparable  and are not  expected  to be
comparable to future periods.

As of December 31, 1996, 24% of total equipment at cost (19% at December 31,1995
and 26% at December 31,  1994) was leased to lessees in the rail  transportation
industry.  As of  December  31,  1996,  16% of total  equipment  at cost (20% at
December  31,  1995 and 17% at December  31,  1994) was leased to lessees in the
mining  industry.  As of December 31, 1996, 11% of total  equipment cost (13% at
December  31, 1995 and less than 10% at December 31, 1994) was leased to lessees
in the oil and gas industry.  Leases are subject to the general partners' credit
committee  review.  The  leases  provide  for the return of the  equipment  upon
default.  The concentration of the  Partnership's  assets in these industries is
not known to have had any effect on the Partnership's  results of operations nor
is there any known  trend  regarding  these  industries  that  would  effect its
operations in future periods.

                      1996 vs. 1995:

Operations in 1996  resulted in net income of $2,851,885  compared to $1,627,911
in 1995.  Total revenues  increased by $4,103,253  while  expenses  increased by
$3,040,234.


<PAGE>

Operating  lease  revenues  and direct  financing  lease  revenues  increased by
$2,281,557 and $1,504,569, respectively. Both of these increases were the result
of lease asset acquisitions in 1995 and in 1996.

Gains on sales of assets increased by $391,843. The 1996 gains included $689,237
realized  on the  sale of  assets  leased  to  Barney's,  Inc.  (Barney's).  See
additional discussion below relating to this transaction.

Depreciation  and  amortization  expense  increased by $751,100 due to the asset
acquisitions in 1995 and 1996 noted above.

Equipment management fees are related to the Partnership's gross lease rents and
incentive  management fees are related to the amounts distributed to the Limited
Partners from "Operations",  as defined in the Agreement of Limited Partnership.
Both gross  rents and such  distributions  increased  in 1996  compared to 1995.
These underlying increases gave rise to the increase in management fees.

The increase in interest  expense is directly related to increased debt balances
in 1996 compared to 1995.

The  Partnership's  provision  for  losses  and  impairments  declined  $731,719
compared  to 1995.  In 1995,  a  specific  provision  was made  relating  to the
Barney's lease assets in the amount of $778,169.  There were no similar defaults
in 1996 for which specific reserves were considered necessary.

                      1995 vs. 1994:

Operations in 1995 resulted in net income of $1,627,911  compared to $679,530 in
1994.  As in 1994,  the  Partnership's  main source of  revenues  was rents from
operating  leases.  These rents increased from $9,773,188 in 1994 to $18,195,191
in 1995,  an  increase  of 86%.  The  increase  from  1994 to 1995 is due to the
acquisition of operating lease assets during 1994 and 1995.

Direct  financing lease revenues also increased  compared to 1994. This increase
was also due to 1994 and 1995 asset acquisitions.

For the first time, in 1995, the Partnership started to have significant amounts
of assets  come off lease due to  scheduled  lease  terminations.  The amount of
assets sold was significant in 1995 whereas it had not been in 1994. Asset sales
are  expected  to  become  more  significant  over  the  years  as  more  of the
Partnership's leases mature. In 1995, sales of such assets resulted in net gains
of $933,289  compared  to $2,564 in 1994.  Gains or losses on such sales are not
expected to be comparable from one year to another.

Depreciation of operating lease assets is the Partnership's  largest expense and
is expected to remain so in the future.  Depreciation and amortization increased
from $8,135,951 in 1994 to $14,600,474 in 1995, a 79% increase.  The increase is
comparable to the increase noted above relating to operating  lease revenues and
is due to the same acquisitions of operating lease assets in 1994 and 1995.

Interest expense has increased  dramatically  from $61,036 in 1994 to $1,222,050
in 1995. In 1995, the Partnership  borrowed  $14,593,242 on a non-recourse basis
and  borrowed  $33,994,956  on lines of credit.  In 1994,  the  Partnership  had
borrowed only  $6,136,233,  most of which was borrowed in the fourth  quarter of
that year. The timing of the borrowings and the increased amounts outstanding in
1995  compared to 1994 gave rise to the  increase in interest  expense  noted in
1995.


<PAGE>

Equipment management fees are related to the Partnership's gross lease rents and
incentive  management fees are related to the amounts distributed to the Limited
Partners from "Operations",  as defined in the Agreement of Limited Partnership.
Both gross  rents and such  distributions  increased  in 1995  compared to 1994.
These underlying increases gave rise to the increase in management fees.

The  administrative  costs of the Partnership tend to be the greatest during its
initial years of  operations.  The offering was completed in late 1994 and these
costs have declined somewhat since that time.

In January 1996, Barney's,  Inc. (Barney's),  one of the Partnership's  lessees,
filed for  reorganization  under  Chapter 11 of the U.S.  Bankruptcy  Code.  The
Partnership's  lease  transaction had been financed  primarily with non-recourse
debt. In addition,  the  Partnership  held certain  deposits which it ultimately
retained.

The following table summarizes the cash flows relating to the lease  transaction
with Barney's through December 31, 1995:

Purchase of lease assets, at cost                                   ($3,365,947)
Rents received and retained by the Partnership                        1,241,443
Non-recourse debt proceeds received by the Partnership                2,021,084
                                                                ----------------
                                                                       (103,420)
Deposits received from lessee which were retained by
   the Partnership                                                      124,235
                                                                ----------------
Net cash flows                                                          $20,815
                                                                ================

Effective  January  1,  1995,  the  Partnership  adopted  Financial   Accounting
Standards  Board  Statement  Number 121 (FAS 121). As a result,  the Partnership
established  a reserve  for the  impairment  of the  value of  assets  leased to
Barney's in the amount of  $778,169.  Of this  amount,  $557,563  related to the
adoption of FAS 121. See Note 9 to the financial  statements  included as Item 8
of Part I of this report for additional information regarding the reserve.

The  Partnership's  provision for losses and impairments  increased by $952,855.
The reserve related to Barney's  constitutes  the majority of the  Partnership's
provision  for losses and  impairments.  The  remainder  was a general  reserve.
Reserves for losses were first  established  in the fourth  quarter of 1994. The
amounts provided,  exclusive of the amounts related to Barney's,  increased over
1994. Provisions for losses and impairments were made in one quarter in 1994 and
were made in all four quarters in 1995.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial  Statements and Notes to Financial  Statements  attached hereto at
pages 11 through 26.

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS






The Partners
ATEL Cash Distribution Fund V, L.P.


We have audited the accompanying  balance sheets of ATEL Cash  Distribution Fund
V,  L.P.  as of  December  31,  1996  and  1995 and the  related  statements  of
operations,  changes in partners' capital,  and cash flows for each of the three
years in the period ended December 31, 1996. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of ATEL Cash Distribution Fund V,
L.P. at December  31,  1996 and 1995 and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.




                                                               ERNST & YOUNG LLP
San Francisco, California
February 7, 1997

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 1996 AND 1995


                                     ASSETS


                                                        1996             1995
                                                        ----             ----
Cash and cash equivalents                            $1,917,349      $2,401,318

Accounts receivable                                   2,889,713       2,377,496

Other assets                                             10,000          10,000

Investments in equipment and leases                 125,729,656     131,686,535
                                                ---------------- ---------------
Total assets                                       $130,546,718    $136,475,349
                                                ================ ===============


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                   $41,496,203     $19,129,298

Line of credit                                        9,921,190      26,292,088

Accounts payable:
     Equipment purchases                                464,604          14,097
     General Partner                                    295,705       1,026,433
     Other                                              284,929         814,853

Deposits due to lessees                                       -         627,508

Accrued interest payable                                232,808         381,631

Unearned lease income                                 1,305,596         817,306
                                                ---------------- ---------------
Total liabilities                                    54,001,035      49,103,214

Partners' capital:
     General Partner                                     51,087          22,568
     Limited Partners                                76,494,596      87,349,567
                                                ---------------- ---------------
Total partners' capital                              76,545,683      87,372,135
                                                ---------------- ---------------
Total liabilities and partners' capital            $130,546,718    $136,475,349
                                                ================ ===============

                             See accompanying notes.
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


<TABLE>
<CAPTION>
                                                                                1996            1995             1994
                                                                                ----            ----             ----
<S>                                                                            <C>             <C>              <C>
Revenues:
Leasing activities:
   Operating leases                                                            $20,476,748     $18,195,191      $9,773,188
   Direct financing leases                                                       2,911,529       1,406,960         553,302
   Leveraged leases                                                                178,390         217,129         180,284
   Gain on sales of assets                                                       1,325,132         933,289           2,564

Interest income                                                                     39,898         124,308         294,207
Other                                                                               56,225           7,792           5,911
                                                                           ---------------- --------------- ---------------
                                                                                24,987,922      20,884,669      10,809,456
Expenses:

Depreciation and amortization                                                   15,351,574      14,600,474       8,135,951
Equipment and incentive management fees to General Partner                       1,725,751       1,623,818       1,013,448
Interest expense                                                                 3,962,860       1,222,050          61,036
Provision for losses and impairments                                               255,294         987,013          34,158
Administrative cost reimbursements to General Partner                              455,316         535,812         706,324
Professional fees                                                                  117,566         110,744          65,028
Other                                                                              428,631         176,847         113,981
                                                                           ---------------- --------------- ---------------
                                                                                22,296,992      19,256,758      10,129,926
                                                                           ---------------- --------------- ---------------
Income before extraordinary item                                                 2,690,930       1,627,911         679,530
Extraordinary gain on early extinguishment of debt                                 160,955               -               -
                                                                           ---------------- --------------- ---------------
Net income                                                                      $2,851,885      $1,627,911        $679,530
                                                                           ================ =============== ===============

Net income:
     General Partner                                                               $28,519         $16,279          $6,795
     Limited Partners                                                            2,823,366       1,611,632         672,735
                                                                           ---------------- --------------- ---------------
                                                                                $2,851,885      $1,627,911        $679,530
                                                                           ================ =============== ===============

Income before extraordinary item per limited partnership unit                       $0.21            $0.13           $0.08
Extraordinary gain on early extinguishment of debt per limited
   partnership unit                                                                  0.02                -               -
                                                                           --------------- ---------------- ---------------
Net income per Limited Partnership unit                                             $0.23            $0.13           $0.08
                                                                           =============== ================ ===============

Weighted average number of units outstanding                                   12,497,713       12,498,550       8,437,365
</TABLE>

                             See accompanying notes.
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>

                                                                   Limited Partners
                                                                   ----------------           General
                                                               Units           Amount          Partner          Total
                                                               -----           ------          -------          -----
<S>                                                            <C>             <C>                 <C>         <C>
Balance January 1, 1994                                         4,412,259      $36,832,822           ($506)    $36,832,316

Capital contributions                                           8,087,791       80,877,910                      80,877,910
Less selling commissions to affiliates                                          (7,683,401)                     (7,683,401)
Other syndication costs to affiliates                                           (3,533,403)                     (3,533,403)
Distributions to Limited Partners ($0.97  per Unit)                             (8,223,081)                     (8,223,081)
Net loss                                                                           672,735           6,795         679,530
                                                           --------------- ---------------- --------------- ---------------

Balance December 31, 1994                                      12,500,050       98,943,582           6,289      98,949,871

Other syndication costs to affiliates                                              (89,139)                        (89,139)
Capital contributions rescinded                                    (1,500)         (15,000)                        (15,000)
Distributions to Limited Partners ($1.05  per Unit)                            (13,101,508)                    (13,101,508)
Net income                                                                       1,611,632          16,279       1,627,911
                                                           --------------- ---------------- --------------- ---------------
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 ($1.09  per Unit)                            (13,672,825)                    (13,672,825)
Net income                                                                       2,823,366          28,519       2,851,885
                                                           --------------- ---------------- --------------- ---------------
Balance December 31, 1996                                      12,497,000      $76,494,596         $51,087     $76,545,683
                                                           =============== ================ =============== ===============
</TABLE>





                             See accompanying notes.
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


<TABLE>
<CAPTION>
                                                                                1996            1995             1994
                                                                                ----            ----             ----
<S>                                                                            <C>             <C>             <C>
Operating activities:
Net income                                                                      $2,851,885      $1,627,911        $679,530
Adjustment to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization                                              15,351,574      14,600,474       8,135,951
     Provision for losses and impairments                                          255,294         987,013          34,158
     Leveraged lease income                                                       (178,390)       (217,129)        (82,407)
     Gain on sales of assets                                                    (1,325,132)       (933,289)         (2,564)
     Extraordinary gain on early extinguishment of debt                           (160,955)              -               -
     Changes in operating assets and liabilities:
         Accounts receivable                                                      (512,217)     (1,015,951)       (692,153)
         Other assets                                                                    -               -         (10,000)
         Accounts payable, General Partner                                        (730,728)       (362,779)        588,788
         Accounts payable, other                                                  (529,924)        723,603          17,886
         Accrued interest payable                                                 (148,823)        334,642          46,989
         Deposits due to lessees                                                  (627,508)           (217)        627,725
         Unearned lease income                                                     488,290          56,670         709,317
                                                                           ---------------- --------------- ---------------
Net cash provided by operating activities                                       14,733,366      15,800,948      10,053,220

Investing activities:
Purchases of equipment on operating leases                                     (16,665,304)    (26,990,580)    (56,464,037)
Proceeds from sales of assets                                                    5,900,451       6,930,477          22,572
Decrease (increase) of net investment in leveraged leases                          458,388        (105,594)              -
Purchases of equipment on direct financing leases                               (1,639,128)    (23,121,223)    (13,324,151)
Reduction of net investment in direct financing leases                           4,396,705       2,604,517       1,513,782
Purchases of equipment on leveraged leases                                               -      (2,099,438)     (3,444,120)
Initial direct lease costs paid to General Partner                                (147,072)     (1,818,287)     (2,738,556)
Purchase of residual value interests                                                     -        (835,760)              -
                                                                           ---------------- --------------- ---------------
Net cash used in investing activities                                           (7,695,960)    (45,435,888)    (74,434,510)

Financing activities:
Borrowings under line of credit                                                 18,098,333      33,994,956               -
Repayments of borrowings under line of credit                                  (34,469,231)     (7,702,868)     (2,305,623)
Proceeds of non-recourse debt                                                   30,770,985      14,593,242       6,136,233
Repayments of non-recourse debt                                                 (8,243,125)     (1,600,177)              -
Distributions to Limited Partners                                              (13,672,825)    (13,101,508)     (8,223,081)
Payment of syndication costs to General Partner                                          -         (89,139)    (11,216,804)
Limited Partnership Units repurchased                                               (5,512)              -               -
Capital contributions rescinded                                                          -         (15,000)              -
Capital contributions received                                                           -               -      80,877,910
Unadmitted subscriptions for Limited Partnership units                                   -               -        (103,980)
                                                                           ---------------- --------------- ---------------
Net cash (used in) provided by financing activities                             (7,521,375)     26,079,506      65,164,655
                                                                           ---------------- --------------- ---------------

Net (decrease) increase in cash and cash equivalents                              (483,969)     (3,555,434)        783,365
Cash and cash equivalents at beginning of period                                 2,401,318       5,956,752       5,173,387
                                                                           ---------------- --------------- ---------------
Cash and cash equivalents at end of period                                      $1,917,349      $2,401,318      $5,956,752
                                                                           ================ =============== ===============
</TABLE>

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                   (CONTINUED)


<TABLE>
<CAPTION>
                                                                                1996            1995             1994
                                                                                ----            ----             ----

<S>                                                                             <C>               <C>              <C>
Supplemental disclosures of cash flow information:
Cash paid during the year for interest                                          $4,111,683        $887,408         $14,047
                                                                           ================ =============== ===============

Schedule of non-cash transactions:

Operating lease assets reclassified to direct financing leases                  $2,798,303
Less accumulated depreciation                                                     (773,303)
                                                                           ----------------
                                                                                $2,025,000
                                                                           ================

Operating lease assets reclassified to assets held for sale or lease               $35,262
Less accumulated depreciation                                                       (1,070)
                                                                           ----------------
                                                                                   $34,192
                                                                           ================
</TABLE>






                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


1.  Organization and Partnership matters:

ATEL Cash Distribution Fund V, L.P. (the Partnership), was formed under the laws
of the State of  California  in  September  1992,  for the purpose of  acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the  amount  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 (no other financial
activity occurred in 1992).

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 or the General Partner on behalf of the  Partnership,  incurred
costs in  connection  with the  organization,  registration  and issuance of the
Units. The amount of such costs to be born by the Partnership was limited to 15%
of Gross  Proceeds of up to  $25,000,000  and 14% of Gross Proceeds in excess of
$25,000,000.

The Partnership's business consists of leasing various types of equipment. As of
December 31, 1996,  the original  terms of the leases  ranged from one to twenty
years.

Pursuant to the Limited  Partnership  Agreement,  the General  Partner  receives
compensation  and   reimbursements  for  services  rendered  on  behalf  of  the
Partnership  (Note 5).  The  General  Partner is  required  to  maintain  in the
Partnership  reasonable  cash reserves for working  capital,  the  repurchase of
Units and contingencies.


2.  Summary of significant accounting policies:

Equipment on operating leases:

Revenues  from  operating  leases  are  recognized  evenly  over the life of the
related leases.

Equipment on operating leases is stated at cost.  Depreciation is being provided
by use of the  straight-line  method over the terms of the related leases to the
equipment's estimated residual values at the end of the leases.

Direct financing leases:

Income from direct  financing  lease  transactions  is reported on the financing
method  of  accounting,  in which the  Partnership's  investment  in the  leased
property is reported as a  receivable  from the lessee to be  recovered  through
future rentals. The income portion of each rental payment is calculated so as to
generate a constant rate of return on the net receivable outstanding.

Investment in leveraged leases:

Leases which are financed  principally with non-recourse debt at lease inception
and which meet certain other  criteria are  accounted  for as leveraged  leases.
Leveraged lease contracts receivable are stated net of the related

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


2.  Summary of significant accounting policies (continued):

non-recourse  debt  service  (which  includes  unpaid  principal  and  aggregate
interest  on  such  debt)  plus  estimated  residual  values.   Unearned  income
represents the excess of  anticipated  cash flows (after taking into account the
related debt service and residual  values) over the  investment in the lease and
is amortized  using a constant rate of return applied to the net investment when
such investment is positive.

Statements of cash flows:

For purposes of the Statements of Cash Flows, cash and cash equivalents includes
cash in banks and cash equivalent investments with original maturities of ninety
days or less.

Income taxes:

The  Partnership  does not provide for income  taxes since all income and losses
are the liability of the  individual  partners and are allocated to the partners
for inclusion in their individual tax returns.

The tax basis of the  Partnership's  net assets and liabilities  varies from the
amounts presented in these financial statements.
                                                       1996             1995
                                                       ----             ----
Financial statement basis of net assets and
   liabilities                                      $76,545,683     $87,372,135
Tax basis of net assets and liabilities              51,668,477      72,840,637
                                                ---------------- ---------------
Difference                                          $24,877,206     $14,531,498
                                                ================ ===============

The following  reconciles the net income reported in these financial  statements
to the loss reported on the Partnership's federal tax return (unaudited):
                                                       1996             1995
                                                       ----             ----
Net income per financial statements                  $2,851,885      $1,627,911
Adjustment to depreciation expense                  (18,949,366)    (19,492,254)
Adjustments to lease revenues                         8,509,318       5,045,571
Extraordinary gain on extinguishment of debt           (160,955)              -
Provision for losses                                    255,294         987,013
Adjustments to interest expense                               -         (21,110)
Other                                                         -          21,110
                                                ---------------- ---------------
Net loss per federal tax return                     ($7,493,824)   ($11,831,759)
                                                ================ ===============

Credit Risk:

Financial   instruments   which   potentially   subject   the   Partnership   to
concentrations of credit risk include cash and cash equivalents. The Partnership
places its cash deposits and temporary cash investments with creditworthy,  high
quality financial institutions. The concentration of such deposits and temporary
cash investments is not deemed to create a significant risk to the Partnership.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


2.  Summary of significant accounting policies (continued):

Use of estimates:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Per unit data:

Net income and distributions per unit are based upon the weighted average number
of units outstanding during the period.


3.  Investments in equipment and leases:

As of December 31, 1996, the  Partnership's  investments in equipment and leases
consist of the following:

<TABLE>
<CAPTION>
                                                                            Depreciation
                                                                             Expense or       Reclass-
                                                                            Amortization    ifications or
                                                1995         Additions        of Leases     Dispositions         1996
                                                ----         ---------        ---------     ------------         ----
<S>                                          <C>              <C>             <C>              <C>            <C>
Net investment in operating leases            $90,328,014     $17,115,811     ($14,163,444)    ($5,968,276)    $87,312,105
Net investment in direct financing
   leases                                      32,688,774       1,639,128       (4,396,705)        717,165      30,648,362
Net investment in leveraged leases              4,854,410                      -  (279,998)       (262,125)      4,312,287
Assets held for sale or lease                           -               -           (4,992)        159,750         154,758
Residual value interests                          835,760               -                -               -         835,760
Reserve for losses                             (1,021,171)       (255,294)               -         778,167        (498,298)
Initial direct costs, net of accumulated
   amortization of $2,189,959 in 1996
   and $1,497,737 in 1995                       4,000,748         147,072       (1,183,138)              -       2,964,682
                                           --------------- --------------- ---------------- --------------- ---------------
                                             $131,686,535     $18,646,717     ($20,028,277)    ($4,575,319)   $125,729,656
                                           =============== =============== ================ =============== ===============
</TABLE>









<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


3.  Investments in equipment and leases (continued):

Operating leases:

Property on operating  lease  consists of the following as of December 31, 1995,
additions and dispositions during 1996 and as of December 31, 1996:

<TABLE>
<CAPTION>
                                                                                              Reclass-
                                                                                            ifications or
                                                                1995          Additions     Dispositions         1996
                                                                ----          ---------     ------------         ----
<S>                                                           <C>               <C>            <C>             <C>
Transportation                                                $34,422,258      $15,656,550     ($8,396,995)    $41,681,813
Construction                                                   24,075,113                -               -      24,075,113
Materials handling                                             17,778,985          278,117               -      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          641,430               -       3,475,585
Printing                                                        2,325,000                -               -       2,325,000
Office automation                                               2,076,126          539,714        (237,685)      2,378,155
Food processing                                                 1,826,162                -               -       1,826,162
Other                                                             353,612                -         (70,200)        283,412
                                                           --------------- ---------------- --------------- ---------------
                                                              111,331,846       17,115,811     (12,070,827)    116,376,830
Less accumulated depreciation                                 (21,003,832)     (14,163,444)      6,102,551     (29,064,725)
                                                           --------------- ---------------- --------------- ---------------
                                                              $90,328,014       $2,952,367     ($5,968,276)    $87,312,105
                                                           =============== ================ =============== ===============
</TABLE>

Direct financing leases:

As of December 31,  1996,  investment  in direct  financing  leases  consists of
railroad auto racks, railroad tank cars and retail store fixtures. The following
lists the components of the Partnership's  investment in direct financing leases
as of December 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                                                1996            1995
                                                                                ----            ----
<S>                                                                            <C>             <C>
Total minimum lease payments receivable                                        $34,535,417     $35,859,268
Estimated residual values of leased equipment (unguaranteed)                     8,936,243       7,195,484
                                                                           ---------------- ---------------
Investment in direct financing leases                                           43,471,660      43,054,752
Less unearned income                                                           (12,823,298)    (10,365,978)
                                                                           ---------------- ---------------
Net investment in direct financing leases                                      $30,648,362     $32,688,774
                                                                           ================ ===============
</TABLE>

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

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


3.  Investments in equipment and leases (continued):

At December 31, 1996,  the aggregate  amounts of future  minimum lease  payments
under operating and direct financing leases are as follows:
                                                      Direct
                   Year ending      Operating       Financing
                  December 31,       Leases          Leases           Total
                  ------------       ------          ------           -----
                          1997     $17,030,636      $8,074,041      $25,104,677
                          1998      13,156,989       5,478,854       18,635,843
                          1999       8,864,598       4,949,017       13,813,615
                          2000       5,787,881       3,744,308        9,532,189
                          2001       3,941,207       3,003,681        6,944,888
                    Thereafter       9,061,351       9,285,516       18,346,867
                                --------------- --------------- ----------------
                                   $57,842,662     $34,535,417      $92,378,079
                                =============== =============== ================

Leveraged leases:

As of December  31, 1996,  investment  in  leveraged  leases  consists of an air
separation  plant and materials  handling  equipment.  The  following  lists the
components of the  Partnership's  investment in leveraged  leases as of December
31, 1996 and 1995: 
<TABLE>
<CAPTION>
                                                                                1996            1995
                                                                                ----            ----
<S>                                                                             <C>             <C>
Aggregate rentals receivable                                                    $5,149,595      $7,482,839
Less aggregate principal and interest payable on non-recourse loans             (3,046,744)     (4,915,644)
Estimated residual value of leased assets                                        2,731,886       2,994,011
Less unearned income                                                              (522,450)       (706,796)
                                                                           ---------------- ---------------
Net investment in leveraged leases                                              $4,312,287      $4,854,410
                                                                           ================ ===============
</TABLE>


4.  Non-recourse debt:

At December 31, 1996,  non-recourse  debt,  other than that related to leveraged
leases  which is  accounted  for as a part of the net  investment  in  leveraged
leases, consists of notes payable to financial  institutions.  The notes are due
in varying monthly, quarterly and semi-annual payments. Interest on the notes is
at rates from 6.50% to 10.53%.  The notes are  secured by  assignments  of lease
payments and pledges of assets.  At December 31, 1996, the carrying value of the
pledged assets is approximately $54,865,142.  The notes mature from 1997 through
2015.





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


4.  Non-recourse debt (continued):

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

                    Year ending
                   December 31,    Principal        Interest          Total
                   ------------    ---------        --------          -----
                          1997      $7,318,530       $3,007,584     $10,326,114
                          1998       7,987,836        2,416,170      10,404,006
                          1999       6,149,056        1,831,354       7,980,410
                          2000       4,499,170        1,377,666       5,876,836
                          2001       4,337,075        1,005,577       5,342,652
                    Thereafter      11,204,536        4,616,457      15,820,993
                                --------------- ---------------- ---------------
                                   $41,496,203      $14,254,808     $55,751,011
                                =============== ================ ===============


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  administrative services to the Partnership.
Administrative  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
disposition of equipment. Reimbursable costs incurred by the General Partner are
allocated  to the  Partnership  based upon  actual time  incurred  by  employees
working on Partnership  business and an allocation of rent and other costs based
on utilization studies.

Substantially  all  employees  of the General  Partner  record time  incurred in
performing administrative 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  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996

5.  Related party transactions (continued):

The  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements  pursuant to the Limited Partnership  Agreement as follows during
1996, 1995 and 1994:

<TABLE>
<CAPTION>
                                                                                         1996            1995             1994
                                                                                         ----            ----             ----
<S>                                                                                     <C>             <C>            <C>
Selling commissions (equal to 9.5% of the selling price of the
Limited Partnership units, deducted from Limited Partners' capital)                                                     $7,683,401

Reimbursement of other syndication costs                                                                   $89,139       3,533,403

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
investment in leases)                                                                     $147,072       1,818,287       2,738,556

Incentive  management  fees  (computed  as  5% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                         1,725,751       1,623,818       1,013,448

Administrative costs reimbursed to General Partner                                         455,316         535,812         706,324
                                                                                   ---------------- --------------- ---------------
                                                                                        $2,328,139      $4,067,056     $15,675,132
                                                                                   ================ =============== ===============
</TABLE>


6.  Partners' capital:

As of  December  31,  1996,  12,497,000  Units were issued and  outstanding  (in
addition to the Units issued to the Initial Limited  Partners).  The Partnership
is authorized to issue up to 12,500,000 Units of Limited Partnership interest in
addition to those issued to the initial Limited Partners.

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

Available Cash from Operations and Cash from Sales and  Refinancing,  as defined
in the Limited Partnership Agreement, shall be distributed as follows:

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

     Second, the balance to the Limited Partners until the Limited Partners have
     received  Aggregate  Distributions  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.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


6.  Partners' capital (continued):

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

          (A)  10% of remaining Cash from Operations,

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

     Fourth, the balance to the Limited Partners.


7.  Concentration of credit risk and major customers:

The Partnership  leases equipment to lessees in diversified  industries.  Leases
are subject to the General Partner's credit committee review. The leases provide
for the return of the equipment upon default.

As of December 31, 1996, 1995 and 1994, there were concentrations  (greater than
10%) of equipment  leased to lessees in certain  industries  (as a percentage of
total equipment cost) as follows:

                                        1996            1995             1994
                                        ----            ----             ----
Rail transportation                      24%             19%             26%
Mining                                   16%             20%             17%
Petroleum and coal products              11%             13%              *
Food processing                           *              10%              *
                        *  Less than 10%.

During 1996, two customers  comprised 16% and 11% of the Partnership's  revenues
from  leases.   During  1995,  two  customers  comprised  14%  and  12%  of  the
Partnership's revenues from leases. During 1994, two customers comprised 14% and
10% of the Partnership's revenues from leases.


8.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1997.  The  agreement  includes an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

During 1996, the Partnership had borrowed  $18,098,333 under the line of credit.
Repayments  on the line of credit were  $34,469,231  during 1996 and  $9,921,190
remained outstanding as of December 31, 1996. At December 31, 1996, the rates on
such borrowings varied from 7.12% to 8.25%.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


8.  Line of credit (continued):

In addition,  certain of the  Affiliates had borrowed an aggregate of $9,821,300
under the warehouse facility as of December 31, 1996.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of December
31, 1996. At December 31, 1996, $38,857,117 was available under this agreement.

During 1995, the Partnership had borrowed  $33,994,956 under the line of credit.
Of those  amounts,  $7,702,868 was repaid during 1995 and  $26,292,088  remained
outstanding as of December 31, 1995.


9.  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.  In
accordance with Financial Accounting Standards Board Statement No. 121 (FAS 121)
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 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
                                                                ================

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


9.  Extraordinary gain on extinguishment of debt (continued):

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
                                                                ================


10.  Fair value of financial instruments:

The Partnership has adopted Statement of Financial Accounting Standards No. 107,
"Disclosures  about  Fair  Value  of  Financial   Instruments,"  which  requires
disclosure  of  the  fair  value  of  financial  instruments  for  which  it  is
practicable to estimate fair value.  The following  methods and assumptions were
used to estimate the fair value of each class of financial  instrument for which
it is practicable to estimate that value.

Cash and cash equivalents:

The carrying amount of cash and cash equivalents approximates fair value because
of the short maturity of these instruments.

Accounts payable, accrued interest and customer deposits:

The carrying amounts of accounts payable, accrued interest and customer deposits
approximate fair value because of the short maturity of these instruments.

Non-recourse debt:

The  fair  value  of the  Partnership's  non-recourse  debt is  estimated  using
discounted cash flow analyses,  based on the Partnership's  current  incremental
borrowing rates for similar types of borrowing arrangements.  The estimated fair
value  of  the   Partnership's   non-recourse  debt  at  December  31,  1996  is
$39,629,318.

Line of credit:

The  carrying  amount  of  the  Partnership's   variable  rate  line  of  credit
approximates fair value.




<PAGE>

Item 9.  CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON
         ACCOUNTING AND FINANCIAL DISCLOSURES

Inapplicable.


                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS

The  registrant  is a Limited  Partnership  and,  therefore,  has no officers or
directors.

All of the outstanding capital stock of ATEL Financial  Corporation (the General
Partner) is held by ATEL Capital  Group  ("ACG"),  a holding  company  formed to
control the General  Partner and  affiliated  companies  pursuant to a corporate
restructuring  completed in July 1994.  The  outstanding  capital  stock of ATEL
Capital Group is owned 75% by A. J. Batt and 25% by Dean Cash,  and was obtained
in the  restructuring in exchange for their capital  interests in ATEL Financial
Corporation.

Each of ATEL Leasing Corporation  ("ALC"),  ATEL Equipment  Corporation ("AEC"),
ATEL  Investor  Services  ("AIS") and ATEL  Financial  Corporation  ("AFC") is a
wholly-owned  subsidiary  of ATEL Capital  Group and  performs  services for the
Partnership.  Acquisition  services are  performed for the  Partnership  by ALC,
equipment  management,  lease  administration and asset disposition services are
performed by AEC, investor relations and  communications  services are performed
by AIS and general administrative  services for the Partnership are performed by
AFC. ATEL Securities  Corporation ("ASC"), is a wholly-owned  subsidiary of ATEL
Financial Corporation.

The officers and directors of ATEL Capital Group, ATEL Financial Corporation and
their affiliates are as follows:

A. J. Batt . . . . . . . . Chairman of the Board of Directors of ACG, AFC, ALC,
                           AEC, AIS and ASC; President and Chief Executive
                           Officer of ACG, AFC and AEC

Dean L. Cash . . . . . . . Director, Executive Vice President and Chief
                           Operating Officer of ACG, AFC, and AEC; Director,
                           President and Chief Executive Officer of ALC, AIS
                           and ASC

F. Randall Bigony . . . .  Senior Vice President and Chief Financial Officer of
                           ACG, AFC, ALC, AIS and AEC

Donald E. Carpenter . . .  Vice President and Controller of ACG, AFC, ALC, AEC
                           and AIS; Chief Financial Officer of ASC

Vasco H. Morais . . . . .  General Counsel for ACG, AFC, ALC, AIS and AEC

William J. Bullock . . . . Director of Asset Management of AEC

Jeffrey A. Schwager . . .  Vice President - Syndication of ALC

Russell H. Wilder . . . .  Vice President - Credit of AEC

John P. Scarcella . . . .  Vice President of ASC


<PAGE>

A. J. Batt, age 60, founded ATEL in 1977 and has been its president and chairman
of the  board of  directors  since  its  inception.  From  1973 to 1977,  he was
employed by GATX  Leasing  Corporation  as  manager-data  processing  and equity
placement for the lease underwriting department, which was involved in equipment
financing  for  major  corporations.  From  1967 to 1973  Mr.  Batt was a senior
technical representative for General Electric Corporation, involved in sales and
support  services for computer  time-sharing  applications  for corporations and
financial  institutions.  Prior to that time, he was employed by North  American
Aviation as an  engineer  involved in the Apollo  project.  Mr. Batt  received a
B.Sc.  degree with honors in  mathematics  and physics  from the  University  of
British Columbia in 1961.

Dean L. Cash,  age 46, joined ATEL as director of marketing in 1980 and has been
a vice president since 1981,  executive vice president since 1983 and a director
since  1984.   Prior  to  joining  ATEL,   Mr.  Cash  was  a  senior   marketing
representative for Martin Marietta Corporation, data systems division, from 1979
to 1980.  From 1977 to 1979,  he was employed by General  Electric  Corporation,
where he was an applications  specialist in the medical  systems  division and a
marketing  representative in the information  services division.  Mr. Cash was a
systems  engineer  with  Electronic  Data  Systems  from  1975 to 1977,  and was
involved in maintaining and developing software for commercial applications. Mr.
Cash received a B.S.  degree in psychology and mathematics in 1972 and an M.B.A.
degree with a  concentration  in finance in 1975 from Florida State  University.
Mr. Cash is an arbitrator with the American Arbitration Association.

F.  Randall  Bigony,  age 39,  joined  ATEL in  1992  to  review  administrative
operations  within  ATEL  Financial  Corporation  and to develop  and  implement
functional  plans to  support  company  growth.  He  currently  oversees  ATEL's
accounting, MIS and treasury functions. From 1987 until joining ATEL, Mr. Bigony
was  president  of F.  Randall  Bigony & Co., a  consulting  firm that  provided
financial and strategic  planning  services to emerging growth  companies.  From
1983 to 1987,  he was a manager  with the  accounting  firm of Ernst &  Whinney,
serving  clients in its management  consulting  practice.  Mr. Bigony received a
B.A.  degree in business  from the  University  of  Massachusetts  and an M.B.A.
degree in finance from the University of California,  Berkeley. He is a founding
board  member and acting  treasurer  of the I Have a Dream  Foundation  Bay Area
Chapter.

Donald E. Carpenter, age 48, joined ATEL in 1986 as controller. Prior to joining
ATEL, Mr. Carpenter was an audit supervisor with Laventhol & Horwath,  certified
public accountants in San Francisco, California, from 1983 to 1986. From 1979 to
1983,  Mr.  Carpenter  was an  audit  senior  with  Deloitte,  Haskins  & Sells,
certified public accountants,  in San Jose,  California.  From 1971 to 1975, Mr.
Carpenter was a Supply Corp officer in the U. S. Navy. Mr. Carpenter  received a
B.S. degree in mathematics  (magna cum laude) from California State  University,
Fresno in 1971 and completed a second major in accounting in 1978. Mr. Carpenter
has been a California certified public accountant since 1981.

Vasco H. Morais, age 38, joined ATEL in 1989 as general counsel to provide legal
support in the  drafting  and  reviewing  of lease  documentation,  advising  on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989,  Mr.  Morais was  employed  by the  BankAmeriLease  Companies,  Bank of
America's  equipment leasing  subsidiaries,  providing in-house legal support on
the  documentation  of  tax-oriented  and non-tax  oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease  Companies,  Mr. Morais was with the Consolidated  Capital
Companies in the Corporate and Securities Legal Department  involved in drafting
and reviewing  contracts,  advising on corporate law matters and  securities law
issues.  Mr.  Morais  received  a B.A.  degree  in 1982 from the  University  of
California in Berkeley and a J.D. degree in 1986 from Golden Gate University Law
School.  Mr.  Morais  has been an active  member of the State Bar of  California
since 1986.


<PAGE>

William J.  Bullock,  age 33,  joined  ATEL in 1991,  as the  director  of asset
management. He assumed responsibility for the disposition of off-lease equipment
and  residual  valuation  analysis on new lease  transactions.  Prior to joining
ATEL,  Mr.  Bullock  was a senior  member of the  equipment  group at  McDonnell
Douglas  Finance  Corporation("MDFC")  responsible  for  managing its $4 billion
portfolio of leases.  Mr. Bullock was involved in negotiating sales and renewals
as well as preparing and  inspecting  equipment.  Prior to joining MDFC in 1989,
Mr. Bullock was the Senior  Negotiator at Equitable  Leasing (a subsidiary of GE
Capital Equipment Corp.) in San Diego. At Equitable, he handled the end-of-lease
negotiations  and equipment  dispositions of a portfolio  comprised of equipment
leased primarily to Fortune 200 companies.  Mr. Bullock has been a member of the
Equipment Lessors  Association  ("ELA") since 1987 and has authored ELA industry
articles.  He  received a B.S.  degree in  Finance in 1987 from San Diego  State
University and is pursuing his M.B.A.

Jeffrey A. Schwager, age 36, joined ATEL in 1991 as vice president - syndication
and is responsible for acquiring  transactions  from  intermediaries  as well as
debt and equity  placement.  Prior to joining ATEL, Mr. Schwager was a member of
General Electric Capital Corporation's  Institutional Financing Group. There, he
was  responsible  for   originating   equipment  lease  and  corporate   finance
opportunities,  as well as soliciting  equipment  portfolios in conjunction with
marketing a proprietary capital enhancement product. From 1985 through 1990, Mr.
Schwager held several positions with Bank Ireland/First Financial, most recently
Vice  President  Marketing,   where  he  was  responsible  for  originating  and
negotiating  tax-oriented  leveraged lease financings for Fortune 500 companies.
From 1983 to 1985 Mr.  Schwager  was an  Associate  Consultant  with The Bigelow
Company,  a middle market  investment  banking and management  consulting  firm,
developing and  implementing  strategic plans for a number of clients.  Prior to
The Bigelow Company,  he worked for Petro-Lewis  Corporation as a joint-interest
accountant.  Mr.  Schwager  received  his B.S. in Business  Administration  from
Babson College in 1982, majoring in Finance and Entrepreneurial Studies.

Russell  H.  Wilder,  age 42,  joined  ATEL in  1992 as Vice  President  of ATEL
Business Credit, a wholly-owned  subsidiary of ACG. Immediately prior to joining
ATEL,  Mr.  Wilder was a personal  property  broker  specializing  in  equipment
leasing  and  financing  and an  outside  contractor  in the areas of credit and
collections.  From 1985 to 1990 he was Vice President and Manager of Leasing for
Fireside Thrift Co., a Teledyne subsidiary,  and was responsible for all aspects
of setting up and  managing  the  department,  which  operated as a small ticket
lease  funding  source.  From  1983 to  1985 he was  with  Wells  Fargo  Leasing
Corporation  as  Assistant  Vice  President  in the credit  department  where he
oversaw all credit analysis on  transactions in excess of $2 million.  From 1978
to 1983 he was District Credit Manager with  Westinghouse  Credit  Corporation's
Industrial Group and was responsible for all non-marketing operations of various
district offices. Mr. Wilder holds a B.S. with Honors in Agricultural  Economics
and Business  Management from the University of California at Davis. He has been
awarded the Certified Lease Professional  designation by the Western Association
of Equipment Lessors.

John P. Scarcella,  age 35, joined ATEL Securities as vice president in 1992. He
is involved in the marketing of securities offered by ASC. Prior to joining ASC,
from 1987 to 1991,  he was  employed  by Lansing  Pacific  Fund,  a real  estate
investment  trust in San Mateo,  California  and acted as  director  of investor
relations.   From  1984  to  1987,   Mr.   Scarcella   acted  as  broker  dealer
representative  for Lansing  Capital  Corporation,  where he was involved in the
marketing of direct  participation  programs and REITs. Mr. Scarcella received a
B.S.C.  degree with emphasis in investment finance in 1983 and an M.B.A.  degree
with a concentration in marketing in 1991 from Santa Clara University.



<PAGE>

Item 11.  EXECUTIVE COMPENSATION

The  registrant  is a Limited  Partnership  and,  therefore,  has no officers or
directors.

Set forth hereinafter is a description of the nature of remuneration paid and to
be  paid to the  General  Partner  and  their  affiliates.  The  amount  of such
remuneration  paid  through  December  31,  1996 is set  forth in Item 8 of this
report under the caption "Financial Statements and Supplementary Data - Notes to
the Financial  Statements - Related party transactions," at Note 5 thereof which
information is hereby incorporated by reference.

Selling Commissions

The  Partnership  paid  selling  commissions  in the  amount  of 9.5%  of  Gross
Proceeds, as defined, ($11,875,000) to ATEL Securities Corporation, an affiliate
of the General  Partner.  Of this  amount,  $10,170,534  was  reallowed to other
broker/dealers.

Acquisition Fees

Acquisition fees are to be paid to the General Partner for services  rendered in
finding,  reviewing and evaluating  equipment to be purchased by the Partnership
and rejecting equipment not to be purchased by the Partnership. The total amount
of acquisition fees to be paid to the General Partner or their Affiliates is not
to exceed 3.5% of the aggregate  purchase  piece of equipment  acquired,  not to
exceed approximately 4.75% of the Gross Proceeds of the Offering.

The maximum amount of such fees to be paid is $5,929,583,  all of which had been
paid as of December 31, 1996.

Equipment Management Fees

As compensation for its services  rendered  generally in managing or supervising
the management of the  Partnership's  equipment and in supervising other ongoing
services  and  activities  including,  among  others,  arranging  for  necessary
maintenance  and  repair of  equipment,  collecting  revenue,  paying  operating
expenses,  determining  the  equipment  is  being  used in  accordance  with all
operative  contractual  arrangements,  property  and  sales tax  monitoring  and
preparation  of  financial  data,  the  General  Partner or its  affiliates  are
entitled to receive  management  fees which are payable for each fiscal  quarter
and  are  to be in an  amount  equal  to  (i)  5% of  the  gross  revenues  from
"operating" leases and (ii) 2% of gross revenues from "full payout" leases which
contain net lease provisions. See Note 5 to the financial statements included at
Item 8 of this report for amounts paid.

Incentive Management Fees

As compensation  for its services  rendered in establishing  and maintaining the
composition of the  Partnership's  equipment  portfolio and its  acquisition and
debt strategies and supervising fund  administration  including  supervising the
preparation  of reports and  maintenance  of financial and operating data of the
Partnership,  Securities and Exchange  Commission and Internal  Revenue  Service
filings,  returns and reports,  the General Partner shall be entitled to receive
the  Partnership  management  fee which shall be payable for each fiscal quarter
and  shall be an amount  equal to 5% of  distributions  of cash from  operations
until such time as the Limited Partners have received aggregate distributions of
cash from operations in an amount equal to their original  invested capital plus
a 10% per annum return on their average adjusted invested capital (as defined in
the Limited Partnership  Agreement).  Thereafter,  the incentive  management fee
shall be 15% of all distributions of cash from operations, sales or refinancing.
See Note 5 to the  financial  statements  included  at Item 8 of this report for
amounts paid.


<PAGE>

Equipment Resale Fees

As compensation for services  rendered in connection with the sale of equipment,
the General  Partner  shall be entitled to receive an amount equal to the lesser
of (i) 3% of the sales  price of the  equipment,  or (ii)  one-half  the  normal
competitive  equipment sales commission charged by unaffiliated parties for such
services.  Such fee is payable only after the Limited  Partners  have received a
return of their adjusted invested capital (as defined in the Limited Partnership
Agreement) plus 10% of their adjusted invested capital per annum calculated on a
cumulative basis,  compounded  daily,  commencing the last day of the quarter in
which the limited  partner was admitted to the  Partnership.  To date, none have
been accrued or paid.

Equipment Re-lease Fee

As compensation  for providing  re-leasing  services,  the General Partner shall
receive fees equal to 2% of the gross rentals or the comparable competitive rate
for such services relating to comparable  equipment,  whichever is less, derived
from the re-lease provided that (i) the General Partner or their affiliates have
and will maintain  adequate  staff to render such  services to the  Partnership,
(ii) no such  re-lease  fee is  payable  in  connection  with  the  re-lease  of
equipment to a previous lessee or its  affiliates,  (iii) the General Partner or
its affiliates have rendered substantial  re-leasing services in connection with
such re-lease and (iv) the General Partner or its affiliates are compensated for
rendering equipment management services.

General Partner's Interest in Operating Proceeds

Net income, net loss and investment tax credits are allocated 99% to the Limited
Partners and 1% to the general partner. See the statements of income included in
Item 8 of this  report for the  amounts  allocated  to the  general  and Limited
Partners in 1996, 1995 and 1994.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  1996  no  investor  is  known  to  the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.

Security Ownership of Management

The  shareholders  of the  General  Partner  are  beneficial  owners of  Limited
Partnership Units as follows:

<TABLE>
<CAPTION>
(1)                         (2)                         (3)                            (4)
                            Name and Address of         Amount and Nature of           Percent
Title of Class              Beneficial Owner            Beneficial Ownership           of Class

<S>                         <C>                         <C>                            <C>
Limited Partnership Units   A. J. Batt                  Initial Limited Partner Units  0.0002%
                            235 Pine Street, 6th Floor  25 Units ($250)
                            San Francisco, CA 94104     (owned by wife)

Limited Partnership Units   Dean Cash                   Initial Limited Partner Units  0.0002%
                            235 Pine Street, 6th Floor  25 Units ($250)
                            San Francisco, CA 94104     (owned by wife)
</TABLE>


<PAGE>

Changes in Control

The Limited Partners have the right, by vote of the Limited Partners owning more
than 50% of the  outstanding  limited  Partnership  units,  to  remove a General
Partner.

The General Partner may at any time call a meeting of the Limited  Partners or a
vote of the  Limited  Partners  without a meeting,  on matters on which they are
entitled  to vote,  and shall call such  meeting  or for vote  without a meeting
following  receipt of a written request therefor of Limited Partners holding 10%
or more of the total outstanding Limited Partnership units.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  responses  to Item 1 of this report  under the caption  "Equipment  Leasing
Activities," Item 8 of this report under the caption  "Financial  Statements and
Supplemental  Data  -  Notes  to  the  Financial   Statements  -  Related  party
transactions"  at Note 5 thereof,  and Item 11 of this report  under the caption
"Executive Compensation," are hereby incorporated herein by reference.



<PAGE>

                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
               ON FORM 8-K

                       (a) Financial Statements and Schedules
                         1.Financial Statements
                           Included  in  Part  II  of  this  report:  Report  of
                           Independent  Auditors  Balance Sheets at December 31,
                           1996 and 1995  Statements of Operations for the years
                           ended December 31, 1996,  1995 and 1994 Statements of
                           Changes  in  Partners'  Capital  for the years  ended
                           December 31, 1996, 1995
                              and 1994
                           Statements of Cash Flows for the years ended December
                           31, 1996, 1995 and 1994 Notes to Financial Statements

                         2.Financial Statement Schedules
                           All  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) Reports on Form 8-K for the fourth quarter of 1996
                           None

                       (c) Exhibits
                           (3)  and  (4)   Agreement  of  Limited   Partnership,
                           included as Exhibit B to Prospectus  (Exhibit  28.1),
                           is incorporated  herein by reference to the Report on
                           From 10K for the period ended December 31, 1993 (File
                           No. 33-53162)

<PAGE>

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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: 3/27/1997

                       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 ATEL Financial Corporation
                                           (General Partner)




                                      By:   /s/ Dean Cash
                                           ------------------------------------
                                           Dean Cash,
                                           Executive Vice President of ATEL
                                           Financial Corporation (General
                                           Partner)






<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed  below  by the  persons  in the  capacities  and on the  dates
indicated.


SIGNATURE                      CAPACITIES                           DATE

 /s/ A. J. Batt                President, chairman and              3/27/1997
---------------------          chief executive officer of
     A. J. Batt                ATEL Financial Corporation



 /s/ Dean Cash                 Executive vice president and         3/27/1997
---------------------          director of ATEL Financial
     Dean Cash                 Corporation



 /s/ F. Randall Bigony         Principal financial officer          3/27/1997
-----------------------        of registrant; principal
     F. Randall Bigony         financial officer of ATEL
                               Financial Corporation



 /s/ Donald E. Carpenter       Principal accounting officer         3/27/1997
------------------------       of registrant; principal
     Donald E. Carpenter       accounting officer of ATEL
                               Financial Corporation





Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act:

No proxy  materials  have been or will be sent to  security  holders.  An annual
report will be furnished to security  holders  subsequent  to the filing of this
report on Form 10-K, and copies thereof will be furnished  supplementally to the
Commission  when  forwarded  to  the  security  holders.