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 (no fee required) For
                           the Year Ended December 31, 1998

                                                            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,  1998 and 1997.  Of the  proceeds
received,  $11,875,000 was paid to ATEL Securities  Corporation,  a wholly-owned
subsidiary of ATEL Financial  Corporation (ATEL) (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, 1998, the  Partnership  had purchased  equipment with a total
acquisition price of $186,995,157.


<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 Partner,  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
Partner, would not satisfy the general credit rating criteria for the portfolio.
At December 31, 1998, 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 1998, 1997 and 1996,  certain lessees generated  significant  portions of
the Partnership's total lease revenues as follows:

                                                 Percentage of Total Lease
                                                         Revenues
         Lessee                Type of Equipment   1998    1997    1996
         ------                -----------------   ----    ----    ----
Burlington Northern Railroad   Locomotives          14%     19%     16%
The Pittston Company           Mining               11%     14%     11%

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, 1998, the Partnership has disposed of certain leased assets
as set forth below:
<TABLE>
<CAPTION>

                                     Original
                                    Equipment Cost,                          Excess of
         Type of                     Excluding                              Rents Over
        Equipment                  Acquisition Fees     Sale Price          Expenses *
        ---------                  ----------------     ----------          ----------
<S>                                  <C>                  <C>                 <C>        
Transportation                       $ 20,084,512         $12,532,190         $15,277,515
Furniture, fixtures and office
   equipment                           13,159,607           6,550,326          10,090,024
Mining equipment                        9,871,622           5,987,744           6,003,264
Materials handling                      2,214,757             707,813           2,124,204
Office automation                         884,419             363,577             811,313
Other                                   2,483,428           1,600,846           1,989,694
                                  ----------------    ----------------    ----------------
                                      $48,698,345         $27,742,496         $36,296,014
                                  ================    ================    ================
</TABLE>

* Includes only those expenses directly related to the production of the related
rents.


<PAGE>

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, 1998 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                           18.47%
Furniture and fixtures                                         24,145,180                           12.91%
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                            6.60%
Earth moving                                                   11,943,745                            6.39%
Transportation, rail cars                                       7,180,000                            3.84%
Printing                                                        4,707,508                            2.52%
Other                                                          12,391,672                            6.63%
                                                          ----------------                 ----------------
                                                            $ 186,995,157                          100.00%
                                                          ================                 ================
</TABLE>
<TABLE>
<CAPTION>

                                                      Purchase price excluding           Percentage of total
   Industry of lessee                                     acquisition fees                  acquisitions
   ------------------                                     ----------------                  ------------
<S>                                                          <C>                                    <C>   
Transportation, rail                                         $ 45,670,556                           24.42%
Mining                                                         29,823,055                           15.95%
Oil & gas                                                      21,301,523                           11.39%
Retail, foods                                                  11,215,586                            6.00%
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                            4.44%
Primary metals                                                  7,526,037                            4.02%
Manufacturing, other                                            6,815,862                            3.64%
Manufacturing, auto/truck                                       6,690,185                            3.58%
Printing                                                        4,707,508                            2.52%
Other                                                           8,090,533                            4.34%
                                                          ----------------                 ----------------
                                                            $ 186,995,157                          100.00%
                                                          ================                 ================
</TABLE>

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 1998,  see Note 3 to the financial  statements,  Investments  in
equipment  and  leases,   set  forth  in  Item  8,   Financial   Statements  and
Supplementary Data.



<PAGE>

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.

In October  1997,  Schwegmann's  Giant  Supermarkets,  one of the  Partnership's
lessees, defaulted on two of five locations of retail grocery store fixtures and
equipment,  the lease payments,  and certain other  obligations under the lease,
with a receivable  balance currently totaling  approximately  $1.7 million.  The
remaining portion of the lease payments with respect to three of five stores has
been assumed by SGSM Acquisition Company.  Payments with respect to these leases
are current at December 31,1998;  however, the amount claimed by the Partnership
against the  original  lessee is the total amount of the  obligations  under the
Lease of $2.8  million.  As the three  locations are under an assignment to SGSM
Acquisition  Company  (a  subsidiary  of  Kohlberg  and  Co.) are  current,  the
Partnership  is  currently  pursuing  damages  in the  amount  of $1.7  million,
representing  amounts due under the remaining two stores. The lessee claims that
it has  sufficient  assets to satisfy the claims of all creditors of the lessee;
however, as the lessee's assets are primarily  relatively illiquid real property
investments,  the timing of the  liquidation  of such  assets  have  resulted in
delays in the  payments  to the  lessee's  creditors.  The lessee  has  provided
certain financial information and asserts that a long-term financing arrangement
sufficient to pay off all existing  creditors is currently being  negotiated and
is  currently  expected  to be in  place  by the  end of the  first  quarter  or
beginning of the second  quarter of 1999. As of this date,  the General  Partner
believes that it has a reasonable basis for asserting a likelihood of recovering
most or all of the amounts  claimed,  or of  arriving  at a mutually  acceptable
settlement.

On January 16, 1998, Pegasus Gold Corporation filed for protection under Chapter
11. The initial  meeting of creditors  established by the  Bankruptcy  Court was
held on March 9, 1998.  The lessee's lease with the  Partnership  had previously
been leveraged on a non-recourse basis with The CIT  Group/Equipment  Financing,
Inc. ("CIT"), and all lease receivables  (estimated at $6,032,460) were assigned
to the lender.  Consequently,  the Partnership's exposure is no greater than the
fair  market  residual  value  of  the  equipment  under  lease,   estimated  at
$1,101,803. The reorganized lessee/debtor has assumed the Partnership's lease in
the Bankruptcy Court. The Partnership has since entered into an Escrow Agreement
with CIT, wherein CIT has agreed not to foreclose on the Partnership's  interest
so long as the lessee  continues to perform under the lease.  At this time,  the
lessee is current in its lease  obligations.  The ultimate  recovery  under this
lease is highly  dependent on the price of gold remaining at a level  sufficient
to make the lessee's operations profitable, and, consequently, any assessment of
the impact of an adverse outcome of this matter remains extremely uncertain.

On December  31,  1997,  Quaker Coal  Company  requested a  moratorium  on lease
payments from January  through  March 1998. No lease  payments were made through
June of 1998. As a result,  the General  Partner  declared the lease in default.
Subsequently,  the lessee cured the outstanding  payments,  however, the General
Partner has insisted on additional  damages  including for diminishment in value
of the equipment. The General Partner is currently negotiating a settlement with
the lessee.


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

Inapplicable.



<PAGE>

                                     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.

Holders

As of December 31, 1998, a total of 7,227 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; and $1.20 in
1999 and 2000.

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 rate for monthly  distributions  from 1997 operations was $0.09166 per Unit.
The  distributions  were made in  February  1997  through  December  1997 and in
January 1998. For each quarterly  distribution  (made in April, July and October
1997 and in January 1998) the rate was $0.275 per Unit.  Distributions were from
1997 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 1998 operations was $0.10 per Unit. The
distributions  were made in February  1998 through  December 1998 and in January
1999. For each quarterly  distribution (made in April, July and October 1998 and
in January 1999) the rate was $0.30 per Unit.  Distributions were from 1998 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.


<PAGE>

The following table presents summarized  information regarding  distributions to
Limited Partners:
<TABLE>
<CAPTION>

                                               1998            1997             1996            1995             1994
                                               ----            ----             ----            ----             ----
<S>                                                <C>             <C>              <C>             <C>              <C>   
Distributions of net income                        $ 0.39          $ 0.14           $ 0.23          $ 0.13           $ 0.08
Return of investment                                 0.80            0.96             0.86            0.92             0.89
                                          ---------------- --------------- ---------------- --------------- ----------------
Distributions per unit                               1.19            1.10             1.09            1.05             0.97
Differences due to timing of
   distributions                                     0.01               -             0.01               -             0.08
                                          ---------------- --------------- ---------------- --------------- ----------------
Nominal distribution rates from
   above                                           $ 1.20          $ 1.10           $ 1.10          $ 1.05           $ 1.05
                                          ================ =============== ================ =============== ================
</TABLE>

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, 1998,  1997,  1996,  1995 and 1994. This financial data
should be read in  conjunction  with the financial  statements and related notes
included under Item 8 of this report.

<TABLE>
<CAPTION>
                                               1998            1997             1996            1995             1994
                                               ----            ----             ----            ----             ----
<S>                                          <C>             <C>               <C>            <C>               <C>        
Gross Revenues                               $ 22,011,168    $ 23,437,655      $24,987,922    $ 20,884,669      $10,809,456

Net income                                    $ 4,861,233     $ 1,813,431      $ 2,851,885     $ 1,627,911        $ 679,530

Weighted average Units                         12,497,000      12,497,000       12,497,713      12,498,550        8,437,365

Net income per Unit, based on
   weighted average Units outstanding            $ 0.3900        $ 0.1400         $ 0.2259        $ 0.1289         $ 0.0797

Distributions per Unit, based on
   weighted average Units outstanding              $ 1.19          $ 1.10           $ 1.09          $ 1.05           $ 0.97

Total Assets                                 $ 86,671,855   $ 106,707,576     $130,546,718   $ 136,475,349     $108,090,539

Non-recourse Debt                            $ 29,331,123    $ 40,138,400      $41,496,203    $ 19,129,298      $ 6,136,233

Total Partners' Capital                      $ 54,621,053    $ 64,614,239      $76,545,683    $ 87,372,135      $98,949,871
</TABLE>

<PAGE>

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


Capital Resources and Liquidity

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.

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 January 31,  2000.  As of December  31,  1998,  the  Partnership  had
$1,000,000  of   borrowings   under  this  line  of  credit  and  the  remaining
availability was $13,070,344.

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,
1998, there were no commitments to purchase lease assets.

As of December 31, 1998,  cash balances  consisted  working  capital and amounts
reserved for distributions in January 1999, generated from operations in 1998.

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,  1998,  the  Partnership   had  borrowed   $58,317,911  of
non-recourse debt. The remaining unpaid balance as of that date was $29,331,123.

The Partnership's long-term borrowings are non-recourse to the Partnership, that
is, the only recourse of the lender is 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.


<PAGE>

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

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


Cash Flows:

           1998 vs. 1997:

Cash flows from operations decreased by $830,594 compared to 1997. This decrease
was primarily due to a decrease in operating  lease rents of $1,501,869.  Direct
financing lease revenues decreased by $643,234 compared to 1997.

In 1998, cash flows from investing activities consisted of the proceeds of lease
asset sales  ($13,675,178) and rents from direct financing leases  ($3,019,154).
Proceeds from sales of lease assets  increased by $10,538,252  compared to 1997.
This reflects  primarily  the increased  sales of assets coming off of operating
leases.  The  cost of such  assets  sold in 1998  was  $19,583,222  compared  to
$1,983,077 in 1997.  Proceeds from these sales are not expected to be comparable
from one year to another.

In 1998,  the only source of cash from  financing  activities was the $1,000,000
borrowed on the line of credit.  Cash was used in financing  activities to repay
non-recourse debt and to make distributions to the limited partners.

           1997 vs. 1996:

As in 1996, operating lease rents were the Partnership's  primary source of cash
flows from operating activities in 1997.

Sources  of cash  from  investing  activities  consisted  of rents  from  direct
financing  leases and proceeds from sales of lease assets.  Such financing lease
rents  increased  by about 2%  compared  to 1996.  Proceeds  from sales of lease
assets are not expected to be consistent  from one year to another and decreased
by about $2,764,000 compared to 1996.

Proceeds on non-recourse debt was the Partnership's  most significant  source of
cash from financing activities.


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).

As of  December  31,  1998,  21% of total  equipment  at cost  (25% at  December
31,1997)  was  leased to  lessees  in the rail  transportation  industry.  As of
December 31, 1998, 14% of total equipment at cost (15% at December 31, 1997) was
leased to lessees in the mining industry.  As of December 31, 1997, 10% of total
equipment  cost was leased to lessees  in the oil and gas  industry.  Leases are
subject to the ATEL's 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.


<PAGE>

           1998 vs. 1997:

Operations in 1998  resulted in net income of $4,861,233  compared to $1,813,431
in 1997.

Operating lease revenues and  depreciation  expense  decreased by $1,501,869 and
$1,463,181,  respectively,  as a result of the asset sales noted above under the
caption  "Cash  Flows".  Revenues  from direct  financing  leases  decreased  by
$643,234 in 1998, as compared to 1997 as a result of asset sales.  The decreases
in operating and direct  financing  lease revenues were  partially  offset by an
increase in the gain recognized on sales of assets of $705,567 during 1998. Such
gains are not expected to be consistent from one year to another.

Interest expense  decreased by $861,031  compared to 1997. The decrease resulted
from scheduled debt payments and the resulting decreases in debt balances.

The provision  for losses and  impairments  decreased by $1,645,693  compared to
1997. The 1997 expense included a provision directly related to the Pegasus Gold
lease  (see  Note  11 to the  financial  statements  included  in item 8 of this
report). There were no similar defaults in 1998.

           1997 vs. 1996:

Operations in 1997  resulted in net income of $1,813,431  compared to $2,851,885
in 1996.  The  decrease  resulted  from a number of factors.  Overall,  revenues
declined by $1,550,267 and expenses by $672,768.  The most significant factor in
the decline in revenues was the decrease in gains recognized on sales of assets.
Such gains are not expected to be consistent from one year to another.  Gains in
1996 included  $689,237 from the disposal of assets formerly leased to Barney's,
Inc. The sale of the assets had also given rise to an extraordinary  gain on the
early extinguishment of the debt related to the transaction.

The decreases in operating  expenses was mostly due to decreases in depreciation
expense and interest  expense offset by an increase in the provision for losses.
Depreciation expense decreased as a result of sales of operating lease assets in
1997.  The  decrease in interest  expense  was due to overall  decreases  in the
Partnership's  indebtedness.  At December 31, 1996, the Partnership's balance on
the line of credit was just under  $10,000,000.  During 1997, the line of credit
was paid off with new  non-recourse  debt (about  $6,800,000)  and by using cash
generated by operations  ($3,300,000).  Overall, debt balances were reduced from
$51,417,393  at December 31, 1996 to  $40,138,400  at December  31,  1997.  This
reduction in overall  indebtedness gave rise to the decrease in interest expense
compared to 1996. The increase in the provision for losses related  primarily to
provisions  relating  to two  of the  Partnership's  lessees,  Schwegmann's  and
Pegasus Gold. See Note 11 to the financial statements included in Item 8 of this
report for additional information.


Impact of the Year 2000

The year 2000 issue is the result of certain  computer  programs  being  written
using two digits  rather than four to define the  applicable  year. As a result,
these  programs are not designed to make the  transition to the year 2000.  This
computer  software problem is commonly referred to as the "year 2000" (or "Y2K")
issue. Computer programs with date-sensitive  applications may, if not modified,
fail or miscalculate  dates,  causing system failures,  the inability to process
transactions or other disruptions of operations.


<PAGE>

ATEL uses, and on behalf of the Partnership uses, primarily third party software
and is  communicating  with key software vendors to ensure that the systems used
by General  Partner and the Partnership are not impacted by the year 2000 issue.
Currently,  all of ATEL's critical  software  systems are believed by ATEL to be
Y2K  compliant  except one.  Compliance  of this final  system is expected to be
obtained in the first half of 1999. Based on discussions with ATEL's third party
software  vendor,  ATEL believes that any cost to be incurred by the Partnership
to bring this system into  compliance  will not be material.  ATEL's third party
software  vendor for the system in question  has  indicated  that it expects the
cost of compliance to be included in the annual upgrade and maintenance cost for
the  software  system,  and that the  total  incremental  amount of such cost is
expected to be minimal.  Any such cost would be  allocated  by ATEL over the six
public funds (including the Partnership)  under its management which use or will
use the software.  This  allocation  would be based on the relative size of each
such program and its proportionate  allocation of the expected minimal cost will
in itself be  minimal.  In no event will  offering  proceeds  be  required to be
committed to any such  expenditure.  If any cost is incurred by the Partnership,
it would be an operating expense funded out of operating revenues.

The ultimate impact of the year 2000 issue on the  Partnership  will depend to a
great extent on the manner in which the issue is  addressed by those  businesses
whose operational  capability is important to the Partnership.  Failure of these
businesses to be Y2K  compliant  may impact  credit  quality or cause a delay in
payments made to the Partnership. ATEL has contacted those businesses with which
the  Partnership  currently  has  material  relationships  in order  to  request
verification of Y2K  compliance.  ATEL believes that each of those entities will
have a material self interest in resolving any year 2000 issue affecting its own
operations.

Equipment  purchased by the  Partnership may include  technology  subject to the
year 2000  issue.  Potential  year 2000  issues  will be among the many  factors
considered   by  ATEL  and  its   affiliates  in  analyzing  and  pricing  lease
transactions  for acquisition by the  Partnership.  The lessees of the equipment
will select  such  equipment  and may be  expected to consider  year 2000 issues
themselves in determining the suitability of the equipment for the lessee's use.
Most equipment is subject to fixed term,  non-cancelable,  triple net leases. In
addition, new equipment may be covered by manufacturer's warranties. As a result
of such triple net provisions and warranties, repairs or modifications necessary
to  correct  year 2000  issues  will most  likely be the  responsibility  of the
manufacturers or the lessees,  and the Partnership's rights to lease payments as
a triple net lessor will not be affected by any functional  issues affecting the
equipment.  It is expected that the lease terms for such  equipment  will extend
well beyond the year 2000.

As a result of the year 2000 issue,  the  Partnership  may experience  increased
costs resulting from delayed  payments from lessees,  the costs  associated with
the collection of those payments,  or costs  associated  with manual  processing
efforts in the event of a Y2K related system  failure.  In any event,  ATEL does
not expect these  increased costs to be significant or that such costs will have
any material adverse effect on the operations of the Partnership.  Nevertheless,
the  impact of year 2000  issues  cannot be  predicted  with  certainty  and the
Partnership may be affected both by the impact these issues have on parties with
which it has  direct  contractual  and other  relationships  as well as by their
impact on financial institutions and the national and international economy as a
whole.  Accordingly,  there can be no assurance  that year 2000 issues might not
have  some  adverse  impact  on  the  operating   results   experienced  by  the
Partnership.



<PAGE>

Item 7a.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

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

In  general,  the  Partnership  manages its  exposure  to interest  rate risk by
obtaining fixed rate debt which is coterminous with the Partnership's fixed rate
lease  receivables.  Furthermore,  the Partnership has historically been able to
maintain  a stable  spread  between  its cost of funds and lease  yields in both
periods of rising and falling rates.  Nevertheless,  the Partnership  frequently
funds leases with its floating  rate line of credit and is therefore  exposed to
interest rate risk until fixed rate financing is arranged,  or the floating rate
line of credit is repaid. As of December 31, 1998, $1,000,000 was outstanding on
the floating rate line of credit.

To hedge  its  interest  rate risk  related  to this  variable  rate  debt,  the
Partnership  may enter into  interest  rate swaps.  As of December 31, 1998,  no
swaps or other  derivative  financial  instruments were held by the Partnership.
The  Partnership  does not hold or issue  derivative  financial  instruments for
speculative purposes.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the  Report  of  Independent  Auditors,  Financial  Statements  and Notes to
Financial Statements attached hereto at pages 12 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, 1998 and 1997, and the related  statements of income,
changes in partners' capital,  and cash flows for each of the three years in the
period  ended   December  31,  1998.   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, 1998 and 1997,  and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.




                                                              ERNST & YOUNG LLP
San Francisco, California
January 25, 1999

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 1998 AND 1997


                                     ASSETS


<TABLE>
<CAPTION>
                                                                                                1998             1997
                                                                                                ----             ----
<S>                                                                                            <C>                <C>      
Cash and cash equivalents                                                                      $ 8,872,945        $ 733,263

Accounts receivable                                                                              2,050,366        2,194,261

Other receivables, net of allowance for doubtful accounts of $100,605 in 1998
   and 1997                                                                                        995,175          382,048

Investments in equipment and leases                                                             74,753,369      103,398,004
                                                                                           ---------------- ----------------
Total assets                                                                                  $ 86,671,855     $106,707,576
                                                                                           ================ ================


                                             LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                                             $ 29,331,123      $40,138,400

Line of credit                                                                                   1,000,000                -

Accounts payable:
     Equipment purchases                                                                           178,200          178,200
     General Partner                                                                               217,385          317,715
     Other                                                                                         348,769          235,068

Accrued interest payable                                                                           104,179          219,569

Unearned lease income                                                                              871,146        1,004,385
                                                                                           ---------------- ----------------
Total liabilities                                                                               32,050,802       42,093,337

Partners' capital:
     General Partner                                                                               117,833           69,221
     Limited Partners                                                                           54,503,220       64,545,018
                                                                                           ---------------- ----------------
Total partners' capital                                                                         54,621,053       64,614,239
                                                                                           ---------------- ----------------
Total liabilities and partners' capital                                                       $ 86,671,855     $106,707,576
                                                                                           ================ ================
</TABLE>

                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                              STATEMENTS OF INCOME

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                1998            1997             1996
                                                                                ----            ----             ----
Revenues:
Leasing activities:
<S>                                                                            <C>            <C>               <C>        
   Operating leases                                                            $18,651,503    $ 20,153,372      $20,476,748
   Direct financing leases                                                       2,139,981       2,783,215        2,911,529
   Leveraged leases                                                                109,769         107,494          178,390
   Gain on sales of assets                                                       1,050,907         345,340        1,325,132

Interest income                                                                     22,490          32,575           39,898
Other                                                                               36,518          15,659           56,225
                                                                           ---------------- --------------- ----------------
                                                                                22,011,168      23,437,655       24,987,922
Expenses:

Depreciation and amortization                                                   11,830,276      13,503,318       15,351,574
Interest expense                                                                 2,738,745       3,599,776        3,962,860
Equipment and incentive management fees to General Partner                       1,318,373       1,647,388        1,725,751
Other                                                                              724,155         571,546          428,631
Administrative cost reimbursements to General Partner                              422,293         405,886          455,316
Professional fees                                                                   60,684          94,603          117,566
Provision for losses and impairments                                                55,409       1,701,102          255,294
Provision for doubtful accounts                                                          -         100,605                -
                                                                           ---------------- --------------- ----------------
                                                                                17,149,935      21,624,224       22,296,992
                                                                           ---------------- --------------- ----------------
Income before extraordinary item                                                 4,861,233       1,813,431        2,690,930
Extraordinary gain on early extinguishment of debt                                       -               -          160,955
                                                                           ---------------- --------------- ----------------
Net income                                                                     $ 4,861,233     $ 1,813,431      $ 2,851,885
                                                                           ================ =============== ================

Net income:
     General Partner                                                              $ 48,612        $ 18,134         $ 28,519
     Limited Partners                                                            4,812,621       1,795,297        2,823,366
                                                                           ---------------- --------------- ----------------
                                                                               $ 4,861,233     $ 1,813,431      $ 2,851,885
                                                                           ================ =============== ================

Income before extraordinary item per limited partnership unit                       $ 0.39          $ 0.14           $ 0.21
Extraordinary gain on early extinguishment of debt per limited
   partnership unit                                                                      -               -             0.02
                                                                           ---------------- --------------- ----------------
Net income per Limited Partnership unit                                             $ 0.39          $ 0.14           $ 0.23
                                                                           ================ =============== ================

Weighted average number of units outstanding                                    12,497,000      12,497,000       12,497,713
</TABLE>

                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


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

<S>                                                            <C>             <C>               <C>            <C>        
Balance December 31, 1995                                      12,498,550      $87,349,567        $ 22,568      $87,372,135

Limited Partnership Units repurchased                              (1,550)          (5,512)                          (5,512)
Distributions to Limited Partners ($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

Distributions to Limited Partners ($1.10  per Unit)                            (13,744,875)                     (13,744,875)
Net income                                                                       1,795,297          18,134        1,813,431
                                                          ---------------- -------------------------------- ----------------
Balance December 31, 1997                                      12,497,000       64,545,018          69,221       64,614,239

Distributions to Limited Partners ($1.19  per Unit)                            (14,854,419)                     (14,854,419)
Net income                                                                       4,812,621          48,612        4,861,233
                                                          ---------------- ---------------- --------------- ----------------
Balance December 31, 1998                                      12,497,000      $54,503,220       $ 117,833      $54,621,053
                                                          ================ ================================ ================
</TABLE>







                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                1998            1997             1996
                                                                                ----            ----             ----
<S>                                                                            <C>             <C>              <C>        
Operating activities
Net income                                                                     $ 4,861,233     $ 1,813,431      $ 2,851,885
Adjustment to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization                                              11,830,276      13,503,318       15,351,574
     Provision for losses and impairments                                           55,409       1,701,102          255,294
     Provision for doubtful accounts                                                     -         100,605                -
     Leveraged lease income                                                       (109,769)       (107,494)        (178,390)
     Gain on sales of assets                                                    (1,050,907)       (345,340)      (1,325,132)
     Extraordinary gain on early extinguishment of debt                                  -               -         (160,955)
     Changes in operating assets and liabilities:
         Accounts receivable                                                       143,895         695,452         (512,217)
         Other receivables                                                         221,000        (482,653)               -
         Other assets                                                                    -          10,000                -
         Accounts payable, General Partner                                        (100,330)         22,010         (730,728)
         Accounts payable, other                                                   113,701         (49,861)        (529,924)
         Accrued interest payable                                                 (115,390)        (13,239)        (148,823)
         Deposits due to lessees                                                         -               -         (627,508)
         Unearned lease income                                                    (133,239)       (301,211)         488,290
                                                                           ---------------- --------------- ----------------
Net cash provided by operating activities                                       15,715,879      16,546,120       14,733,366

Investing activities:
Proceeds from sales of assets                                                   13,675,178       3,136,926        5,900,451
Reduction of net investment in direct financing leases                           3,019,154       4,476,163        4,396,705
Decrease of net investment in leveraged leases                                     391,167               -          458,388
Purchases of equipment on operating leases                                               -        (286,404)     (16,665,304)
Purchases of equipment on direct financing leases                                        -         (33,023)      (1,639,128)
Initial direct lease costs paid to General Partner                                       -               -         (147,072)
                                                                           ---------------- --------------- ----------------
Net cash provided by (used in) investing activities                             17,085,499       7,293,662       (7,695,960)

Financing activities:
Distributions to Limited Partners                                              (14,854,419)    (13,744,875)     (13,672,825)
Repayments of non-recourse debt                                                (10,807,277)     (8,175,254)      (8,243,125)
Borrowings under line of credit                                                  1,000,000         250,000       18,098,333
Repayments of borrowings under line of credit                                            -     (10,171,190)     (34,469,231)
Proceeds of non-recourse debt                                                            -       6,817,451       30,770,985
Limited Partnership Units repurchased                                                    -               -           (5,512)
                                                                           ---------------- --------------- ----------------
Net cash used in financing activities                                          (24,661,696)    (25,023,868)      (7,521,375)
                                                                           ---------------- --------------- ----------------

Net increase (decrease) in cash and cash equivalents                             8,139,682      (1,184,086)        (483,969)
Cash and cash equivalents at beginning of period                                   733,263       1,917,349        2,401,318
                                                                           ---------------- --------------- ----------------
Cash and cash equivalents at end of period                                     $ 8,872,945       $ 733,263      $ 1,917,349
                                                                           ================ =============== ================

Supplemental disclosures of cash flow information:
Cash paid during the year for interest                                         $ 2,854,135     $ 3,613,015      $ 4,111,683
                                                                           ================ =============== ================

Schedule of non-cash transactions:

Direct financing lease assets reclassified to other receivables                  $ 834,127       $ 482,653
                                                                           ================ ===============
</TABLE>




                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


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 General Partner of the Partnership is ATEL Financial Corporation (ATEL).

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 borne 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, 1998,  the original  terms of the leases  ranged from six months 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 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.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


2. Summary of significant accounting policies (continued):

Reserve for losses and impairments:

The  Partnership  maintains a reserve on its investments in equipment and leases
for losses and impairments which are inherent in the portfolio as of the balance
sheet date. The General Partner's evaluation of the adequacy of the allowance is
a judgmental  estimate that is based on a review of individual leases, past loss
experience and other factors.  While the General Partner  believes the allowance
is adequate to cover known losses, it is reasonably  possible that the allowance
may change in the near term.  However,  such  change is not  expected  to have a
material  effect on the financial  position or future  operating  results of the
Partnership.  It is the Partnership's policy to charge off amounts which, in the
opinion  of the  General  Partner,  are  not  recoverable  from  lessees  or the
disposition of the collateral.


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 (unaudited):

                                                1998             1997
                                                ----             ----
Financial statement basis of net assets       $ 54,621,053      $64,614,239
Tax basis of net assets                         38,059,569       37,010,481
                                           ---------------- ----------------
Difference                                    $ 16,561,484      $27,603,758
                                           ================ ================

The  primary  differences  between  the tax basis of net assets and the  amounts
recorded in the financial statements are the result of differences in accounting
for syndication costs and differences  between the depreciation  methods used in
the financial statements and the Partnership's tax returns.

The following  reconciles the net income reported in these financial  statements
to the loss reported on the Partnership's federal tax return (unaudited):
                                                    1998             1997
                                                    ----             ----
   Net income per financial statements              $4,861,233       $1,813,431
   Adjustment to depreciation expense               (5,867,514)     (12,174,736)
   Adjustments to revenues                          16,854,379        7,646,478
   Provision for doubtful accounts                           -          100,605
   Provision for losses and impairments                 55,409        1,701,102
                                               ---------------- ----------------
   Net income (loss) per federal tax return        $15,903,507        ($913,120)
                                               ================ ================


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


2. Summary of significant accounting policies (continued):

Credit Risk:

Financial   instruments   which   potentially   subject   the   Partnership   to
concentrations  of  credit  risk  include  cash and cash  equivalents,  accounts
receivable and other  receivables.  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.  Accounts
receivable represent amounts due from lessees in various industries,  related to
equipment on operating and direct financing leases. See Note 7 for a description
of lessees by industry as of December 31, 1998. See Note 11 for a description of
the Partnership's other receivables as of December 31, 1998.

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.  Such  estimates  primarily
relate to the determination of residual values at the end of the lease term.

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, 1998, the  Partnership's  investments in equipment and leases
consist of the following:

<TABLE>
<CAPTION>
                                                                            Depreciation
                                                                             Expense or       Reclass-
                                                                            Amortization    ifications or
                                               1997          Additions        of Leases     Dispositions         1998
                                               ----          ---------        ---------     ------------         ----
<S>                                         <C>                 <C>          <C>             <C>                <C>        
Net investment in operating leases           $ 74,586,944                    $ (11,145,876)   $ (9,132,171)     $54,308,897
Net investment in direct financing
   leases                                      25,128,971                       (3,019,154)     (4,478,513)      17,631,304
Net investment in leveraged leases              2,909,776                         (281,398)              -        2,628,378
Assets held for sale or lease                      65,533                                -         152,286          217,819
Residual value interests                          835,759                                -               -          835,759
Reserve for losses and impairments             (2,199,400)      $ (55,409)               -               -       (2,254,809)
Initial direct costs, net of accumulated
   amortization of $2,268,110 in 1998
   and $2,474,583 in 1997                       2,070,421               -         (684,400)              -        1,386,021
                                          ---------------- --------------- ---------------- --------------- ----------------
                                            $ 103,398,004       $ (55,409)   $ (15,130,828)  $ (13,458,398)     $74,753,369
                                          ================ =============== ================ =============== ================
</TABLE>




<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


3.  Investments in equipment and leases (continued):

Operating leases:

Property on operating  leases consists of the following as of December 31, 1997,
additions and dispositions during 1998 and as of December 31, 1998:

<TABLE>
<CAPTION>
                                                                 Reclass-
                                                               ifications or
                                  1997           Additions     Dispositions         1998
                                  ----           ---------     ------------         ----
<S>                              <C>             <C>              <C>              <C>        
Transportation                   $41,483,244                    $ (14,681,742)     $26,801,502
Construction                      24,075,113                                -       24,075,113
Materials handling                17,409,425                       (1,941,494)      15,467,931
Mining                            15,164,692                       (2,322,987)      12,841,705
Furniture and fixtures             5,977,981                                -        5,977,981
Manufacturing                      3,475,585                         (178,323)       3,297,262
Printing                           2,325,000                                -        2,325,000
Office automation                  2,378,155                         (458,676)       1,919,479
Food processing                    1,826,162                                -        1,826,162
Other                                278,396                                -          278,396
                             ---------------- --------------- ---------------- ----------------
                                 114,393,753                      (19,583,222)      94,810,531
Less accumulated depreciation    (39,806,809)   $ (11,145,876)     10,451,051      (40,501,634)
                             ---------------- --------------- ---------------- ----------------
                                 $74,586,944     ($11,145,876)    ($9,132,171)     $54,308,897
                             ================ ================================ ================
</TABLE>

Direct financing leases:

As of December 31,  1998,  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, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                 1998            1997
                                                                 ----            ----
<S>                                                             <C>             <C>        
Total minimum lease payments receivable                         $20,393,209     $26,688,410
Estimated residual values of leased equipment (unguaranteed)      5,505,466       8,888,584
                                                            ---------------- ---------------
Investment in direct financing leases                            25,898,675      35,576,994
Less unearned income                                             (8,267,371)    (10,448,023)
                                                            ---------------- ---------------
Net investment in direct financing leases                       $17,631,304     $25,128,971
                                                            ================ ===============
</TABLE>

All of the property on leases was acquired in the years 1993 through 1997.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


3.  Investments in equipment and leases (continued):

At December 31, 1998,  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
                1999     $ 10,952,341     $ 4,098,054      $15,050,395
                2000        6,282,979       3,874,739       10,157,718
                2001        4,415,532       3,114,032        7,529,564
                2002        2,576,802       2,766,273        5,343,075
                2003          759,539         909,334        1,668,873
          Thereafter        4,175,056       5,630,777        9,805,833
                      ---------------- --------------- ----------------
                          $29,162,249     $20,393,209      $49,555,458
                      ================ =============== ================

Leveraged leases:

As of December  31, 1998,  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, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                                1998            1997
                                                                                ----            ----
<S>                                                                             <C>             <C>       
Aggregate rentals receivable                                                    $2,664,516      $3,881,273
Less aggregate principal and interest payable on non-recourse loans             (1,355,461)     (2,181,052)
Estimated residual value of leased assets                                        1,570,511       1,570,511
Less unearned income                                                              (251,188)       (360,956)
                                                                           ---------------- ---------------
Net investment in leveraged leases                                             $ 2,628,378     $ 2,909,776
                                                                           ================ ===============
</TABLE>

Reserves for losses and impairments:

Activity in the reserve for losses and impairments consists of the following:

                           Balance 12/31/95                   $ 1,021,171
                           Provision                              255,294
                           Charge-offs                           (778,167)
                                                          ----------------
                           Balance 12/31/96                       498,298
                           Provision                            1,701,102
                                                          ----------------
                           Balance 12/31/97                     2,199,400
                           Provision                               55,409
                                                          ----------------
                           Balance 12/31/98                   $ 2,254,809
                                                          ================




<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


4.  Non-recourse debt:

At December 31, 1998,  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 6.52% to 10.51%.  The notes are  secured by  assignments  of lease
payments and pledges of assets.  At December 31, 1998, the carrying value of the
pledged assets is approximately $44,564,284.  The notes mature from 1999 through
2015.


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

               Year ending
              December 31,    Principal        Interest          Total
                      1999     $ 7,221,549      $ 2,058,601     $ 9,280,150
                      2000       5,674,659        1,501,917       7,176,576
                      2001       4,580,202        1,063,299       5,643,501
                      2002       2,916,489          700,203       3,616,692
                      2003         709,048          553,832       1,262,880
                Thereafter       8,229,176        3,430,997      11,660,173
                           ---------------- ---------------- ---------------
                              $ 29,331,123      $ 9,308,849    $ 38,639,972
                           ================ ================ ===============


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, 1998


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
1998, 1997 and 1996:

<TABLE>
<CAPTION>
                                                                                      1998            1997             1996
                                                                                      ----            ----             ----
<S>                                                                                  <C>             <C>              <C>        
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).                     $ 1,318,373     $ 1,647,388      $ 1,725,751

Administrative costs reimbursed to General Partner                                       422,293         405,886          455,316

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
                                                                                 ---------------- --------------- ----------------
                                                                                     $ 1,740,666     $ 2,053,274      $ 2,328,139
                                                                                 ================ =============== ================
</TABLE>


6.  Partners' capital:

As of  December  31,  1998,  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 Fee.

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.

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.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


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, 1998, 1997 and 1996, there were concentrations  (greater than
10%) of equipment  leased to lessees in certain  industries  (as a percentage of
total equipment cost) as follows:

                                           1998            1997             1996
                                           ----            ----             ----
 Rail transportation                        21%             25%              24%
 Mining                                     14%             15%              16%
 Petroleum and coal products                 *              10%              11%

                *  Less than 10%.

During 1998, two customers  comprised 14% and 11% of the Partnership's  revenues
from  leases.   During  1997,  two  customers  comprised  19%  and  14%  of  the
Partnership's revenues from leases. During 1996, two customers comprised 16% and
11% 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 January  31,  2000.  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 1998, the Partnership borrowed $1,000,000 under the line of credit. There
were no  repayments  on the line of credit  during  1998.  At December 31, 1998,
interest on the line of credit was at the rate of 6.79%. Interest on the line of
credit is based on either the thirty day LIBOR rate or the bank's prime rate.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of December
31, 1998. At December 31, 1998, $13,070,344 was available under this agreement.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


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.

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

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

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

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


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


10. Fair value of financial instruments:

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-term 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,  1998  is
$29,289,936.

Line of credit:

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


11. Provision for losses and impairments:

In January  1998,  Pegasus Gold,  one of the  Partnership's  lessees,  filed for
reorganization  under  Chapter  11 of the United  States  Bankruptcy  Code.  The
Partnership  determined  that certain of the assets under this direct  financing
lease  (with a total net book value of  $5,826,418)  were  impaired  at December
31,1997.  The  Partnership's  provision  for  losses  and  impairments  for 1997
includes a reserve for the estimated  credit  exposure  related to the remaining
lease assets.

In October  1997,  Schwegmann's  Giant  Supermarkets,  one of the  Partnership's
lessees,  defaulted  on a  portion  of  its  lease  obligations.  In  1998,  the
Partnership  sold assets relating to a portion of the defaulted lease obligation
for sales  proceeds of $221,000.  No gain or loss was  recognized on the sale of
those assets.  In 1997, the Partnership sold assets relating to a portion of the
defaulted lease obligation for sales proceeds of $36,558, resulting in a loss of
$87,007. Subsequent to the sales of the assets, the Partnership reclassified the
remaining lease  investments to other  receivables.  The book value of the other
receivables was $1,095,780 at December 31, 1998 ($482,653 at December 31, 1997).
The  General  Partner  has  provided  for a  reserve  of  $100,605  on the other
receivables at December 31, 1998 and 1997.

The net book value of the  Partnership's  defaulted lease obligation  related to
Schwegmann's  Giant  Supermarkets which is classified as an investment in direct
finance lease was $603,976 at December 31, 1998 ($970,591 at December 31, 1997).
The  Partnership's  provision  for losses and  impairments  for 1997  includes a
reserve for the estimated credit exposure related to the remaining lease assets.

Uncertainties  surrounding the lessees'  workout  proceedings,  their credit and
collateral and the related bankruptcy court adjudications,  among other factors,
all affect the  Partnership's  ability to  estimate  its future  cash flows from
lease  payments and equipment  residual  values.  As a result,  it is reasonably
possible  that a change in estimate will occur in the near term.  However,  such
change is not expected to have a material  effect on the  financial  position or
future operating results of the Partnership.


<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

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

Vasco H. Morais            Senior Vice President, Secretary and General Counsel 
                           for ACG, AFC, ALC, AIS and AEC

William J. Bullock         Director of Asset Management of AEC

Carl W. Magnuson           Vice President - Syndication of ALC

Barbara F. Medwadowski     Vice President - Syndication of ALC

James A. Kamradt           Director of Pricing and Syndication of ALC

Thomas D. Sbordone         Senior Vice President - Marketing of ALC

Russell H. Wilder          Vice President - Credit of AEC

John P. Scarcella          Vice President of ASC


<PAGE>

A. J. Batt, age 62, 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 48, 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.

Donald E. Carpenter, age 50, 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 40, 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,  a J.D.  degree in 1986 from Golden Gate  University Law
School and an MBA (Finance) in 1997 from Golden Gate University.  Mr. Morais has
been an active member of the State Bar of California since 1986.

William J.  Bullock,  age 35,  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.


<PAGE>

Carl  W.  Magnuson,  age  55,  joined  ATEL in  1994  and is  Vice  President  -
Syndication for ALC. Mr. Magnuson is responsible for acquiring third party lease
transactions  and debt placement.  Prior to joining ATEL he was a Regional Group
Manager and Portfolio  Sales Manager for Bell  Atlantic  Systems  Leasing for 10
years.  From 1983 to 1984 he was Vice President and Chief  Financial  Officer of
the Handi-Kup  Company,  a plastics  manufacturer,  and from 1981 to 1982 he was
Controller for the Cyclotron  Corporation,  engaged in nuclear medicine research
and  development.  From 1978 to 1981 he was Executive  Vice President of Shannon
Financial Corporation, a middle market leasing corporation. From 1975 to 1978 he
was a Deputy Program Manager for the Watkins Johnson Company.  From 1968 to 1973
Mr.  Magnuson was an engineering  duty officer in the U. S. Navy.  Mr.  Magnuson
received a B.S. in Engineering  Science and an M.S. in Applied  Mathematics from
the Rensselaer Polytechnic Institute, an MS in Industrial Engineering/Operations
Research  from  Stanford  University,  and an  M.B.A.  from  the  University  of
California at Berkeley.

Barbara F.  Medwadowski,  age 59,  joined  ATEL in 1997 and is vice  president -
syndication  for ALC. Ms.  Medwadoski is responsible  for acquiring  third party
lease  transactions.  Prior to joining ATEL, she was a syndications  manager for
Mellon US Leasing  (successor to USL Capital and U.S.  Leasing  Corporation) for
nine  years.  From 1985 to 1987,  she was a vice  president  with Great  Western
Leasing where she acquired lease and loan transactions from intermediaries. From
1982 through 1984, she was a portfolio  manager with U.S.  Leasing  Corporation.
Ms. Medwadowski  received an M.B.A.  degree from the University of California at
Berkeley in 1982. From 1964 through 1979, she was a senior  researcher in lipids
and  lipoproteins  at the  University of California  at Berkeley.  In 1964,  she
earned  an  M.S.  degree  in  nutrition  and  in  1961 a B.S.  degree  in  child
development, each from the University of California at Berkeley

James A. Kamradt,  age 37,  Director of Pricing and  Syndication for ALC, joined
ATEL in 1997. Mr. Kamradt is involved in the pricing of lease  transactions  and
the placement of debt to leverage certain  transactions.  From 1985 to 1997, Mr.
Kamradt managed his own private consulting business,  providing underwriting and
operational services for numerous leasing companies.  Prior to that, Mr. Kamradt
was the National Operations Officer for the computer leasing division of Phoenix
American;  and Regional Credit Manager for Dana Commercial  Credit  Corporation.
Mr.  Kamradt  received  his  B.S.  from  Michigan   Technological   University's
Engineering  School of Business,  and his M.B.A. from Haas School of Business of
the University of California, Berkeley.

Thomas D.  Sbordone,  age 40, is Senior Vice  President - Marketing  for ALC. He
joined ATEL in 1993, as a regional  vice  president in the  northeastern  United
States.  Mr.  Sbordone is currently  responsible  for new  business  development
within the eastern  U.S.,  including  management  of filed sales  personnel  and
directly interfacing with ATEL's existing and prospective clients to achieve the
company's lease investment  objectives.  Prior to joining ATEL, Mr. Sbordone was
employed, from 1985, by American Finance Group, a Boston-based equipment lessor.
While there, Mr. Sbordone's various responsibilities  involved lease origination
of vendor finance  relationships.  Mr. Sbordone  earned a B.S., with honors,  in
finance and marketing from  Northeastern  University,  and has attended  Bentley
College Graduate School of Business.

Russell  H.  Wilder,  age 44,  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.


<PAGE>

John P. Scarcella,  age 37, 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.


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 for the years ended  December 31, 1998,  1997 and 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  lease  revenues  from
"operating" leases and (ii) 2% of gross lease 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.


<PAGE>

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.

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.  To date,  none have been accrued or
paid.


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 1998, 1997 and 1996.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  1998  no  investor  is  known  to  the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.


<PAGE>

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>

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, 1998 and 1997

                           Statements of Income for the years ended December 31,
                           1998,   1997  and  1996   

                           Statements of Changes in Partners' Capital for the 
                           years ended December 31, 1998, 1997 and 1996

                           Statements of Cash Flows for the years ended December
                           31, 1998, 1997 and 1996 

                           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 1998
                           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:  3/26/1999

                                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 chief executive      3/26/1999
------------------------- officer of ATELFinancial Corporation
       A. J. Batt        




      /s/ Dean Cash       Executive vice president and director        3/26/1999
------------------------- of ATEL Financial Corporation
       Dean Cash         




/s/ Donald E. Carpenter   Principal financial officer of registrant;   3/26/1999
------------------------- principalfinancial officer of ATEL
  Donald E. Carpenter     Financial Corporation Principal accounting
                          officerof registrant; principal 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.