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, 1997

                                                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,  1997.  Of the  proceeds  received,
$11,875,000 was paid to ATEL Securities  Corporation,  a wholly owned subsidiary
of ATEL  Financial  Corporation  (the General  Partner),  as sales  commissions,
$5,738,415 was paid to the General Partner as reimbursements of organization and
other  syndication  costs,  $1,875,000 was reserved for repurchases of Units and
working  capital and  $105,511,585  has been used to acquire  leased  equipment,
including acquisition fees paid or to be paid to the General Partner.

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

Narrative Description of Business

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

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

As of December 31, 1997, 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 Partners,  with the aggregate
rating weighted to account for the original equipment cost for each item leased;
or  (ii)  are  established   hospitals  with  histories  of   profitability   or
municipalities.  The balance of the  original  equipment  portfolio  may include
equipment leased to lessees which,  although deemed  creditworthy by the General
Partners,  would  not  satisfy  the  general  credit  rating  criteria  for  the
portfolio.  At December 31, 1997, 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 1997, 1996 and 1995,  certain lessees generated  significant  portions of
the Partnership's total lease revenues as follows:
                                                 Percentage of Total Lease
                                                        Revenues

          Lessee              Type of Equipment  1997     1996     1995
          ------              -----------------  ----     ----     ----
Burlington Northern Railroad  Locomotives         19%      16%     14%
The Pittston Company          Mining              14%      11%     12%

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, 1997, the Partnership has disposed of certain leased assets
as set forth below:

                                  Original
                                Equipment Cost,                    Excess of
         Type of                 Excluding                         Rents Over
        Equipment               Acquisition Fees   Sale Price      Expenses *
        ---------               ----------------   ----------      ----------
Tractors & trailers                $7,626,704       $3,132,178       $5,490,298
Furniture, fixtures and office
   equipment                        6,554,387        4,078,271        4,003,710
Mining equipment                    5,521,195        4,596,744        2,098,550
Refrigeration units                 1,229,473          560,000        1,164,635
Helicopter                            818,442          920,000          308,000
Office automation                     418,523          229,027          308,786
Other                                 921,811          445,394          714,463
                               ---------------  ---------------  ---------------
                                  $23,090,535      $13,961,614      $14,088,442
                               ===============  ===============  ===============
                           * 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, 1997 and
the industries to which the assets have been leased.

                                Purchase price excluding    Percentage of total
       Asset types                  acquisition fees           acquisitions
       -----------                  ----------------           ------------
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%
                                    ===============          ================

                                Purchase price excluding    Percentage of total
    Industry of lessee              acquisition fees           acquisitions
    ------------------              ----------------           ------------
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%
                                    ===============          ================

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 1997,  see Note 3 to the financial  statements,  Investments  in
equipment  and  leases,   set  forth  in  Item  8,   Financial   Statements  and
Supplementary Data.


Item 2.  PROPERTIES

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



<PAGE>

Item 3.  LEGAL PROCEEDINGS

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


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

Inapplicable.


                                     PART II

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

Market Information

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

Holders

As of December 31, 1997, a total of 7,217 investors were record holders of Units
in the Partnership.

Dividends

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

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

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

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


<PAGE>

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 following table presents summarized  information regarding  distributions to
Limited Partners:

<TABLE>
<CAPTION>
                                         1997            1996            1995            1994             1993
                                         ----            ----            ----            ----             ----
<S>                                          <C>             <C>              <C>             <C>             <C>
Distributions of net income (loss)           $0.14           $0.23            $0.13           $0.08          ($0.03)
Return of investment                          0.96            0.86             0.92            0.89            0.43
                                    --------------- --------------- ---------------- --------------- ---------------
Distributions per unit                        1.10            1.09             1.05            0.97            0.40
Differences due to timing of
   distributions                              -               0.01             -               0.08            0.36
                                    --------------- --------------- ---------------- --------------- ---------------
Nominal distribution rates from
   above                                     $1.10           $1.10            $1.05           $1.05           $0.76
                                    =============== =============== ================= ============== ===============
</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, 1997, 1996, 1995 and 1994 and for the period from March
19, 1993  (commencement of operations) to December 31, 1993. This financial data
should be read in  conjunction  with the financial  statements and related notes
included under Item 8 of this report.
<TABLE>
<CAPTION>
                                                1997            1996            1995            1994             1993
                                                ----            ----            ----            ----             ----
<S>                                          <C>             <C>              <C>             <C>              <C>
Gross Revenues                                $23,437,655     $24,987,922      $20,884,669     $10,809,456      $2,173,205

Net income (loss)                              $1,813,431      $2,851,885       $1,627,911        $679,530        ($60,621)

Weighted average Limited Partner
   Units (Units) outstanding                   12,497,000      12,497,713       12,498,550       8,437,365       2,280,173

Net income (loss) per Unit, based on
   weighted average Units outstanding             $0.1400         $0.2259          $0.1289         $0.0797        ($0.0263)

Distributions per Unit, based on
   weighted average Units outstanding             $1.1000         $1.0900          $1.0500         $0.9700         $0.4000

Total Assets                                 $106,707,576    $130,546,718     $136,475,349    $108,090,539     $41,256,114

Non-recourse Debt                             $40,138,400     $41,496,203      $19,129,298      $6,136,233            None

Total Partners' Capital                       $64,614,239     $76,545,683      $87,372,135     $98,949,871     $36,832,316
</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 (which has been increased
to  $105,000,000  through  March 31,  1998) with a  financial  institution  that
includes certain financial covenants.  The line of credit expires on October 28,
1998. As of December 31, 1997, the Partnership had no borrowings under this line
of credit and the remaining availability was $17,754,812.

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,
1997, there were no commitments to purchase lease assets.

As of December  31,  1997,  cash  balances  consisted  of amounts  reserved  for
distributions in January 1998, generated from operations in 1997.

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, 1997, the Partnership had borrowed $58,317,911. The remaining
unpaid balance as of that date was $40,138,400.

The Partnership's  expected  long-term  borrowings are to be non-recourse to the
Partnership,  that is, the only  recourse of the lender will be to the equipment
or corresponding lease acquired with the loan proceeds. The Partnership may only
incur  additional  debt to the extent that the then  outstanding  balance of all
such debt,  including the additional  debt,  does not exceed 40% of the original
cost of the lease  assets  then  owned by the  Partnership,  including  any such
assets purchased with the proceeds of such additional debt.

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


<PAGE>

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

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

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

Cash Flows:

                      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.

                      1996 vs. 1995:

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

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

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


Results of Operations

                      1997 vs. 1996:


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

As of December 31, 1997, 25% of total equipment at cost (24% at December 31,1996
and 19% at December 31,  1995) was leased to lessees in the rail  transportation
industry.  As of  December  31,  1997,  15% of total  equipment  at cost (16% at
December  31,  1996 and 20% at December  31,  1995) was leased to lessees in the
mining  industry.  As of December 31, 1997, 10% of total  equipment cost (11% at
December 31, 1996 and 13% at December 31, 1995) was leased to lessees in the oil
and gas industry.  Leases are subject to the general  partners' credit committee
review.  The leases  provide for the return of the equipment  upon default.  The
concentration  of the  Partnership's  assets in these industries is not known to
have had any effect on the Partnership's  results of operations nor is there any
known trend  regarding  these  industries  that would effect its  operations  in
future periods.


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.  This was done by replacing it 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 further information.

                      1996 vs. 1995:

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

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

Gains on sales of assets increased by $391,843. The 1996 gains included $689,237
realized on the sale of assets leased to Barney's, Inc.

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

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


<PAGE>

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

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


Impact of the Year 2000

The year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the  applicable  year.  Any computer  programs
that have time  sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculation causing disruptions of operations, including, among other things,
a  temporary  inability  to process  transactions  or engage in  similar  normal
business activities.

The  Partnership  believes  that it will not be  required  to modify or  replace
significant  portions of its software and that the year 2000 issue will not pose
significant  operational problems for its computer systems. The Partnership does
not expect  that the costs  related to the year 2000 issue will be  significant.
Ultimately,  the potential impact of the year 2000 issue will depend not only on
the corrective measures the Partnership undertakes, but also on the way in which
the year  2000  issue is  addressed  by  businesses  and  other  entities  whose
financial  condition or operational  capability is important to the Partnership.
Therefore,  the Partnership is communicating to these parties to ensure they are
aware of the year  2000  issue,  to learn  how they are  addressing  it,  and to
evaluate any likely impact on the Partnership.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See 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, 1997 and 1996 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,  1997.   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,  1997 and 1996 and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.




                                                          ERNST & YOUNG LLP
San Francisco, California
February 6, 1998

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 1997 AND 1996


                                     ASSETS


                                                     1997             1996
                                                     ----             ----
Cash and cash equivalents                              $733,263      $1,917,349

Accounts receivable                                   2,194,261       2,889,713

Other assets                                                  -          10,000

Notes receivable, net of allowance for
   doubtful accounts of $100,605 in 1997,
   none in 1996                                         382,048               -

Investments in equipment and leases                 103,398,004     125,729,656
                                                ---------------- ---------------
Total assets                                       $106,707,576    $130,546,718
                                                ================ ===============


LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                   $40,138,400     $41,496,203

Line of credit                                                -       9,921,190

Accounts payable:
     Equipment purchases                                178,200         464,604
     General Partner                                    317,715         295,705
     Other                                              235,068         284,929

Accrued interest payable                                219,569         232,808

Unearned lease income                                 1,004,385       1,305,596
                                                ---------------- ---------------
Total liabilities                                    42,093,337      54,001,035

Partners' capital:
     General Partner                                     69,221          51,087
     Limited Partners                                64,545,018      76,494,596
                                                ---------------- ---------------
Total partners' capital                              64,614,239      76,545,683
                                                ---------------- ---------------
Total liabilities and partners' capital            $106,707,576    $130,546,718
                                                ================ ===============

                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                              STATEMENTS OF INCOME

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995


<TABLE>
<CAPTION>
                                                                                1997            1996             1995
                                                                                ----            ----             ----
<S>                                                                            <C>             <C>             <C>
Revenues:
Leasing activities:
   Operating leases                                                            $20,153,372     $20,476,748     $18,195,191
   Direct financing leases                                                       2,783,215       2,911,529       1,406,960
   Leveraged leases                                                                107,494         178,390         217,129
   Gain on sales of assets                                                         345,340       1,325,132         933,289

Interest income                                                                     32,575          39,898         124,308
Other                                                                               15,659          56,225           7,792
                                                                           ---------------- --------------- ---------------
                                                                                23,437,655      24,987,922      20,884,669
Expenses:

Depreciation and amortization                                                   13,503,318      15,351,574      14,600,474
Interest expense                                                                 3,599,776       3,962,860       1,222,050
Equipment and incentive management fees to General Partner                       1,647,388       1,725,751       1,623,818
Provision for losses and impairments                                             1,701,102         255,294         987,013
Other                                                                              571,546         428,631         176,847
Administrative cost reimbursements to General Partner                              405,886         455,316         535,812
Provision for doubtful accounts                                                    100,605               -               -
Professional fees                                                                   94,603         117,566         110,744
                                                                           ---------------- --------------- ---------------
                                                                                21,624,224      22,296,992      19,256,758
                                                                           ---------------- --------------- ---------------
Income before extraordinary item                                                 1,813,431       2,690,930       1,627,911
Extraordinary gain on early extinguishment of debt                                       -         160,955               -
                                                                           ---------------- --------------- ---------------
Net income                                                                      $1,813,431      $2,851,885      $1,627,911
                                                                           ================ =============== ===============

Net income:
     General Partner                                                               $18,134         $28,519         $16,279
     Limited Partners                                                            1,795,297       2,823,366       1,611,632
                                                                           ---------------- --------------- ---------------
                                                                                $1,813,431      $2,851,885      $1,627,911
                                                                           ================ =============== ===============

Income before extraordinary item per limited partnership unit                        $0.14           $0.21           $0.13
Extraordinary gain on early extinguishment of debt per limited
   partnership unit                                                                   -               0.02            -
                                                                           ---------------- --------------- ---------------
Net income per Limited Partnership unit                                              $0.14           $0.23           $0.13
                                                                           ================ =============== ===============

Weighted average number of units outstanding                                    12,497,000      12,497,713      12,498,550
</TABLE>

                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995


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

<S>              <C> <C>                                       <C>             <C>                 <C>         <C>
Balance December 31, 1994                                      12,500,050      $98,943,582          $6,289     $98,949,871

Other syndication costs to affiliates                                              (89,139)                        (89,139)
Capital contributions rescinded                                    (1,500)         (15,000)                        (15,000)
Distributions to Limited Partners ($1.05  per Unit)                            (13,101,508)                    (13,101,508)
Net income                                                                       1,611,632          16,279       1,627,911
                                                           --------------- ---------------- --------------- ---------------
Balance December 31, 1995                                      12,498,550       87,349,567          22,568      87,372,135

Limited Partnership Units repurchased                              (1,550)          (5,512)                         (5,512)
Distributions to Limited Partners ($1.09  per Unit)                            (13,672,825)                    (13,672,825)
Net income                                                                       2,823,366          28,519       2,851,885
                                                           --------------- ---------------- --------------- ---------------
Balance December 31, 1996                                      12,497,000       76,494,596          51,087      76,545,683

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
                                                           =============== ================ =============== ===============
</TABLE>





                             See accompanying notes.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995


<TABLE>
<CAPTION>
                                                                                1997            1996             1995
                                                                                ----            ----             ----
<S>                                                                            <C>             <C>             <C>
Operating activities:
Net income                                                                      $1,813,431      $2,851,885      $1,627,911
Adjustment to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization                                              13,503,318      15,351,574      14,600,474
     Provision for losses and impairments                                        1,701,102         255,294         987,013
     Provision for doubtful accounts                                               100,605               -               -
     Leveraged lease income                                                       (107,494)       (178,390)       (217,129)
     Gain on sales of assets                                                      (345,340)     (1,325,132)       (933,289)
     Extraordinary gain on early extinguishment of debt                                  -        (160,955)              -
     Changes in operating assets and liabilities:
         Accounts receivable                                                       695,452        (512,217)     (1,015,951)
         Notes receivable                                                         (482,653)              -               -
         Other assets                                                               10,000               -               -
         Accounts payable, General Partner                                          22,010        (730,728)       (362,779)
         Accounts payable, other                                                   (49,861)       (529,924)        723,603
         Accrued interest payable                                                  (13,239)       (148,823)        334,642
         Deposits due to lessees                                                         -        (627,508)           (217)
         Unearned lease income                                                    (301,211)        488,290          56,670
                                                                           ---------------- --------------- ---------------
Net cash provided by operating activities                                       16,546,120      14,733,366      15,800,948

Investing activities:
Purchases of equipment on operating leases                                        (286,404)    (16,665,304)    (26,990,580)
Proceeds from sales of assets                                                    3,136,926       5,900,451       6,930,477
Decrease (increase) of net investment in leveraged leases                                -         458,388        (105,594)
Purchases of equipment on direct financing leases                                  (33,023)     (1,639,128)    (23,121,223)
Reduction of net investment in direct financing leases                           4,476,163       4,396,705       2,604,517
Purchases of equipment on leveraged leases                                               -               -      (2,099,438)
Initial direct lease costs paid to General Partner                                       -        (147,072)     (1,818,287)
Purchase of residual value interests                                                     -               -        (835,760)
                                                                           ---------------- --------------- ---------------
Net cash provided by (used in) investing activities                              7,293,662      (7,695,960)    (45,435,888)

Financing activities:
Borrowings under line of credit                                                    250,000      18,098,333      33,994,956
Repayments of borrowings under line of credit                                  (10,171,190)    (34,469,231)     (7,702,868)
Proceeds of non-recourse debt                                                    6,817,451      30,770,985      14,593,242
Repayments of non-recourse debt                                                 (8,175,254)     (8,243,125)     (1,600,177)
Distributions to Limited Partners                                              (13,744,875)    (13,672,825)    (13,101,508)
Payment of syndication costs to General Partner                                          -               -         (89,139)
Limited Partnership Units repurchased                                                    -          (5,512)              -
Capital contributions rescinded                                                          -               -         (15,000)
                                                                           ---------------- --------------- ---------------
Net cash used in financing activities                                          (25,023,868)     (7,521,375)     26,079,506
                                                                           ---------------- --------------- ---------------

Net decrease in cash and cash equivalents                                       (1,184,086)       (483,969)     (3,555,434)
Cash and cash equivalents at beginning of period                                 1,917,349       2,401,318       5,956,752
                                                                           ---------------- --------------- ---------------
Cash and cash equivalents at end of period                                        $733,263      $1,917,349      $2,401,318
                                                                           ================ =============== ===============
</TABLE>

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                                   (CONTINUED)


<TABLE>
<CAPTION>
                                                                                1997            1996             1995
                                                                                ----            ----             ----
<S>                                                                            <C>             <C>             <C>

Supplemental disclosures of cash flow information:
Cash paid during the year for interest                                          $3,613,015      $4,111,683        $887,408
                                                                           ================ =============== ===============

Schedule of non-cash transactions:

Operating lease assets reclassified to direct financing leases                     $35,692      $2,798,303
Less accumulated depreciation                                                      (29,803)       (773,303)
                                                                           ---------------- --------------- ---------------
                                                                                    $5,889      $2,025,000
                                                                           ================ ===============

Operating lease assets reclassified to assets held for sale or lease               $70,525         $35,262
Less accumulated depreciation                                                       (4,992)         (1,070)
                                                                           ---------------- --------------- ---------------
                                                                                   $65,533         $34,192
                                                                           ================ ===============

Direct financing lease assets reclassified to notes receivable                    $482,653
                                                                           ================
</TABLE>




                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


1.  Organization and Partnership matters:

ATEL Cash Distribution Fund V, L.P. (the Partnership), was formed under the laws
of the State of  California  in  September  1992,  for the purpose of  acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the  amount  of $600  were  received  as of  October  6,  1992,  $100  of  which
represented  the  General  Partner's  continuing  interest,  and  $500 of  which
represented the Initial Limited Partners' capital investment (no other financial
activity occurred in 1992).

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

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

The Partnership's business consists of leasing various types of equipment. As of
December 31, 1997,  the original  terms of the leases  ranged from one to twenty
years.

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


2. Summary of significant accounting policies:

Equipment on operating leases:

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

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

Direct financing leases:

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

Investment in leveraged leases:

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

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


2. Summary of significant accounting policies (continued):

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

Allowance for credit losses:

The Partnership maintains an allowance for credit losses on its direct financing
lease portfolio and on its notes  receivable to provide for potential credit and
collateral  losses.  The General  Partner's  evaluation  of the  adequacy of the
allowance  is a  judgmental  estimate  that is based on a review  of  individual
leases and notes  receivable,  past loss  experience,  current  and  anticipated
economic conditions,  the value of the underlying  collateral and other factors.
While  the  General  Partner   believes  the  allowance  is  adequate  to  cover
anticipated  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 borrowers or the disposition of the
collateral.   The  General  Partner  considers  the  portion  of  the  allowance
attributable  to the lease  portfolio to be general in nature and  available for
that portfolio in its entirety.


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):

                                                     1997             1996
                                                     ----             ----
   Financial statement basis of net assets        $64,614,239     $76,545,683
   Tax basis of net assets                         37,010,481      51,668,477
                                              ---------------- ---------------
   Difference                                     $27,603,758     $24,877,206
                                              ================ ===============

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



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


2. Summary of significant accounting policies (continued):

The following  reconciles the net income reported in these financial  statements
to the loss reported on the Partnership's federal tax return (unaudited):

                                                    1997             1996
                                                    ----             ----
  Net income per financial statements               $1,813,431      $2,851,885
  Adjustment to depreciation expense               (12,174,736)    (18,949,366)
  Adjustments to lease revenues                      7,646,478       8,509,318
  Extraordinary gain on extinguishment of debt               -        (160,955)
  Provision for doubtful accounts                      100,605               -
  Provision for losses                               1,701,102         255,294
                                               ---------------- ---------------
  Net loss per federal tax return                    ($913,120)    ($7,493,824)
                                               ================ ===============

Credit Risk:

Financial   instruments   which   potentially   subject   the   Partnership   to
concentrations  of  credit  risk  include  cash and cash  equivalents,  accounts
receivable and notes  receivable.  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, 1997. See Note 11 for a description of
the Partnership's note receivable as of December 31, 1997.


Use of estimates:

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

Per unit data:

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

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


3. Investments in equipment and leases:

As of December 31, 1997, the  Partnership's  investments in equipment and leases
consist of the following:

<TABLE>
<CAPTION>
                                                                            Depreciation
                                                                             Expense or       Reclass-
                                                                            Amortization    ifications or
                                                1996         Additions        of Leases     Dispositions         1997
                                                ----         ---------        ---------     ------------         ----
<S>                                          <C>              <C>             <C>              <C>            <C>
Net investment in operating leases            $87,312,105                     ($12,609,057)      ($116,104)    $74,586,944
Net investment in direct financing
   leases                                      30,648,362         $33,023       (4,476,163)     (1,076,251)     25,128,971
Net investment in leveraged leases              4,312,287               -          107,494      (1,510,005)      2,909,776
Assets held for sale or lease                     154,758               -                -         (89,225)         65,533
Residual value interests                          835,760               -                -              (1)        835,759
Reserve for losses                               (498,298)     (1,701,102)               -               -      (2,199,400)
Initial direct costs, net of accumulated
   amortization of $2,474,583 in 1997
   and $2,189,959 in 1996                       2,964,682               -         (894,261)              -       2,070,421
                                           --------------- --------------- ---------------- --------------- ---------------
                                             $125,729,656     ($1,668,079)    ($17,871,987)    ($2,791,586)   $103,398,004
                                           =============== =============== ================ =============== ===============
</TABLE>

Operating leases:

Property on operating  leases consists of the following as of December 31, 1996,
additions and dispositions during 1997 and as of December 31, 1997:

<TABLE>
<CAPTION>
                                                                   Reclass-
                                                                 ifications or
                                     1996          Additions     Dispositions         1997
                                     ----          ---------     ------------         ----
<S>                                <C>             <C>               <C>            <C>
Transportation                     $41,681,813                        ($198,569)    $41,483,244
Construction                        24,075,113                                -      24,075,113
Materials handling                  18,057,102                         (647,677)     17,409,425
Mining                              15,164,692                                -      15,164,692
Furniture and fixtures               7,109,796                       (1,131,815)      5,977,981
Manufacturing                        3,475,585                                -       3,475,585
Printing                             2,325,000                                -       2,325,000
Office automation                    2,378,155                                -       2,378,155
Food processing                      1,826,162                                -       1,826,162
Other                                  283,412                           (5,016)        278,396
                                --------------- ---------------- --------------- ---------------
                                   116,376,830                -      (1,983,077)    114,393,753
Less accumulated depreciation      (29,064,725)    ($12,609,057)      1,866,973     (39,806,809)
                                --------------- ---------------- --------------- ---------------
                                   $87,312,105     ($12,609,057)      ($116,104)    $74,586,944
                                =============== ================ =============== ===============
</TABLE>



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


3.  Investments in equipment and leases (continued):

Direct financing leases:

As of December 31,  1997,  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, 1997 and 1996:

<TABLE>
<CAPTION>
                                                                  1997            1996
                                                                  ----            ----
<S>                                                              <C>             <C>
Total minimum lease payments receivable                          $26,688,410     $34,535,417
Estimated residual values of leased equipment (unguaranteed)       8,888,584       8,936,243
                                                             ---------------- ---------------
Investment in direct financing leases                             35,576,994      43,471,660
Less unearned income                                             (10,448,023)    (12,823,298)
                                                             ---------------- ---------------
Net investment in direct financing leases                        $25,128,971     $30,648,362
                                                             ================ ===============
</TABLE>

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

At December 31, 1997,  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
                     1998     $16,707,042      $5,517,616      $22,224,658
                     1999       9,245,581       4,978,411       14,223,992
                     2000       6,105,549       3,890,907        9,996,456
                     2001       4,259,485       3,017,642        7,277,127
                     2002       2,488,326       2,669,882        5,158,208
               Thereafter       6,555,838       6,613,952       13,169,790
                           --------------- --------------- ----------------
                              $45,361,821     $26,688,410      $72,050,231
                           =============== =============== ================

Leveraged leases:

As of December  31, 1997,  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, 1997 and 1996:
<TABLE>
<CAPTION>
                                                                                1997            1996
                                                                                ----            ----
<S>                                                                             <C>             <C>
Aggregate rentals receivable                                                    $3,881,273      $5,149,595
Less aggregate principal and interest payable on non-recourse loans             (2,181,052)     (3,046,744)
Estimated residual value of leased assets                                        1,570,511       2,731,886
Less unearned income                                                              (360,956)       (522,450)
                                                                           ---------------- ---------------
Net investment in leveraged leases                                              $2,909,776      $4,312,287
                                                                           ================ ===============
</TABLE>



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


4.  Non-recourse debt:

At December 31, 1997,  non-recourse  debt,  other than that related to leveraged
leases  which is  accounted  for as a part of the net  investment  in  leveraged
leases, consists of notes payable to financial  institutions.  The notes are due
in varying monthly, quarterly and semi-annual payments. Interest on the notes is
at rates from 6.50% to 10.53%.  The notes are  secured by  assignments  of lease
payments and pledges of assets.  At December 31, 1997, the carrying value of the
pledged assets is approximately $54,086,249.  The notes mature from 1998 through
2015.

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

                Year ending
               December 31,    Principal        Interest          Total

                       1998     $10,073,742       $2,846,626     $12,920,368
                       1999       7,891,017        2,083,413       9,974,430
                       2000       5,680,723        1,506,847       7,187,570
                       2001       4,586,627        1,066,950       5,653,577
                       2002       2,918,650          703,533       3,622,183
                 Thereafter       8,987,641        4,009,255      12,996,896
                             --------------- ---------------- ---------------
                                $40,138,400      $12,216,624     $52,355,024
                             =============== ================ ===============


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, 1997

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
1997, 1996 and 1995:

<TABLE>
<CAPTION>
                                                                                      1997            1996             1995
                                                                                      ----            ----             ----
<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).                      $1,647,388      $1,725,751      $1,623,818

Administrative costs reimbursed to General Partner                                       405,886         455,316         535,812

Acquisition  fees equal to 3.5% of the equipment  purchase price, for evaluating
and  selecting  equipment to be acquired (not to exceed  approximately  4.75% of
Gross Proceeds, included in
investment in leases)                                                                          -         147,072       1,818,287

Reimbursement of other syndication costs                                                       -               -          89,139
                                                                                 ---------------- --------------- ---------------
                                                                                      $2,053,274      $2,328,139      $4,067,056
                                                                                 ================ =============== ===============
</TABLE>


6.  Partners' capital:

As of  December  31,  1997,  12,497,000  Units were issued and  outstanding  (in
addition to the Units issued to the Initial Limited  Partners).  The Partnership
is authorized to issue up to 12,500,000 Units of Limited Partnership interest in
addition to those issued to the initial Limited Partners.

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

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

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

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

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


6.  Partners' capital (continued):

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

          (A)  10% of remaining Cash from Operations,

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

Fourth, the balance to the Limited Partners.


7. Concentration of credit risk and major customers:

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

As of December 31, 1997, 1996 and 1995, there were concentrations  (greater than
10%) of equipment  leased to lessees in certain  industries  (as a percentage of
total equipment cost) as follows:

                                          1997            1996             1995
                                          ----            ----             ----
  Rail transportation                      25%             24%             19%
  Mining                                   15%             16%             20%
  Petroleum and coal products              10%             11%             13%
  Food processing                           *               *              10%
                  *  Less than 10%.

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. During 1995, two customers comprised 14% and
12% 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 (which has been increased
to $105,000,000  through March 31, 1998) with a group of financial  institutions
which  expires on October  28,  1998.  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 1997,  the  Partnership  had borrowed  $250,000 under the line of credit.
Repayments on the line of credit were $10,171,190  during 1997 and there were no
outstanding balances as of December 31, 1997.


<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


8.  Line of credit (continued):

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of December
31, 1997. At December 31, 1997, $17,754,812 was available under this agreement.


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, 1997


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 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,  1997  is
$38,995,084.

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  has  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.  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 sale of
the assets,  the Partnership  reclassified  the remaining lease  investment to a
note receivable.  The book value of the note receivable was $482,653 at December
31, 1997. The General Partner has provided for a reserve of $100,605 on the note
receivable at December 31, 1997.



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


11.  Provision for losses and impairments (continued):

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 $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 note
and 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

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

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

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

William J. Bullock         Director of Asset Management of AEC

Russell H. Wilder          Vice President - Credit of AEC

John P. Scarcella          Vice President of ASC


<PAGE>

A. J. Batt, age 61, 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 47, joined ATEL as director of marketing in 1980 and has been
a vice president since 1981,  executive vice president since 1983 and a director
since  1984.   Prior  to  joining  ATEL,   Mr.  Cash  was  a  senior   marketing
representative for Martin Marietta Corporation, data systems division, from 1979
to 1980.  From 1977 to 1979,  he was employed by General  Electric  Corporation,
where he was an applications  specialist in the medical  systems  division and a
marketing  representative in the information  services division.  Mr. Cash was a
systems  engineer  with  Electronic  Data  Systems  from  1975 to 1977,  and was
involved in maintaining and developing software for commercial applications. Mr.
Cash received a B.S.  degree in psychology and mathematics in 1972 and an M.B.A.
degree with a  concentration  in finance in 1975 from Florida State  University.
Mr. Cash is an arbitrator with the American Arbitration Association.

F.  Randall  Bigony,  age 40,  joined  ATEL in  1992  to  review  administrative
operations  within  ATEL  Financial  Corporation  and to develop  and  implement
functional  plans to  support  company  growth.  He  currently  oversees  ATEL's
accounting, MIS and treasury functions. From 1987 until joining ATEL, Mr. Bigony
was  president  of F.  Randall  Bigony & Co., a  consulting  firm that  provided
financial and strategic  planning  services to emerging growth  companies.  From
1983 to 1987,  he was a manager  with the  accounting  firm of Ernst &  Whinney,
serving  clients in its management  consulting  practice.  Mr. Bigony received a
B.A.  degree in business  from the  University  of  Massachusetts  and an M.B.A.
degree in finance from the University of California,  Berkeley. He is a founding
board  member and acting  treasurer  of the I Have a Dream  Foundation  Bay Area
Chapter.

Donald E. Carpenter, age 49, 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 39, joined ATEL in 1989 as general counsel to provide legal
support in the  drafting  and  reviewing  of lease  documentation,  advising  on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989,  Mr.  Morais was  employed  by the  BankAmeriLease  Companies,  Bank of
America's  equipment leasing  subsidiaries,  providing in-house legal support on
the  documentation  of  tax-oriented  and non-tax  oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease  Companies,  Mr. Morais was with the Consolidated  Capital
Companies in the Corporate and Securities Legal Department  involved in drafting
and reviewing  contracts,  advising on corporate law matters and  securities law
issues.  Mr.  Morais  received  a B.A.  degree  in 1982 from the  University  of
California in Berkeley and a J.D. degree in 1986 from Golden Gate University Law
School.  Mr.  Morais  has been an active  member of the State Bar of  California
since 1986.
<PAGE>

William J.  Bullock,  age 34,  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.

Russell  H.  Wilder,  age 43,  joined  ATEL in  1992 as Vice  President  of ATEL
Business Credit, a wholly-owned  subsidiary of ACG. Immediately prior to joining
ATEL,  Mr.  Wilder was a personal  property  broker  specializing  in  equipment
leasing  and  financing  and an  outside  contractor  in the areas of credit and
collections.  From 1985 to 1990 he was Vice President and Manager of Leasing for
Fireside Thrift Co., a Teledyne subsidiary,  and was responsible for all aspects
of setting up and  managing  the  department,  which  operated as a small ticket
lease  funding  source.  From  1983 to  1985 he was  with  Wells  Fargo  Leasing
Corporation  as  Assistant  Vice  President  in the credit  department  where he
oversaw all credit analysis on  transactions in excess of $2 million.  From 1978
to 1983 he was District Credit Manager with  Westinghouse  Credit  Corporation's
Industrial Group and was responsible for all non-marketing operations of various
district offices. Mr. Wilder holds a B.S. with Honors in Agricultural  Economics
and Business  Management from the University of California at Davis. He has been
awarded the Certified Lease Professional  designation by the Western Association
of Equipment Lessors.

John P. Scarcella,  age 36, 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, 1997,  1996 and 1995 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.
<PAGE>

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, 1997.

Equipment Management Fees

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

Incentive Management Fees

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

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.


<PAGE>

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 1997, 1996 and 1995.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  1997  no  investor  is  known  to  the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.

Security Ownership of Management

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

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

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

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

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.



<PAGE>

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.


                                     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, 1997 and 1996
                           Statements of Income for the years ended December 31,
                           1997,   1996  and  1995   Statements  of  Changes  in
                           Partners'  Capital for the years ended  December  31,
                           1997, 1996
                              and 1995
                           Statements of Cash Flows for the years ended December
                           31, 1997, 1996 and 1995 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 1997
                           None

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

<PAGE>

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                     Date: 3/27/1998

     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   3/27/1998
---------------------------------- executive officer of ATEL
               A. J. Batt          Financial Corporation



              /s/ Dean Cash        Executive vice president and    3/27/1998
---------------------------------- director of ATEL Financial
                Dean Cash          Corporation



          /s/ F. Randall Bigony    Principal financial officer     3/27/1998
---------------------------------- of registrant; principal
            F. Randall Bigony      financial officer of ATEL
                                   Financial Corporation



         /s/ Donald E. Carpenter   Principal accounting officer    3/27/1998
---------------------------------- of registrant; principal
           Donald E. Carpenter     accounting officer of ATEL
                                   Financial Corporation



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

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