Form 10-K

                       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, 2002

                     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.)

        600 California Street, 6th Floor, San Francisco, California 94108
        -----------------------------------------------------------------
                    (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 |_|

     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|

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|


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

                       DOCUMENTS INCORPORATED BY REFERENCE

     Prospectus   dated  February  22,  1993,  filed  pursuant  to  Rule  424(b)
(Commission File No. 33-53162) is hereby  incorporated by reference into Part IV
hereof.



                                       1
<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,  2002.  Of the  proceeds  received,
$11,875,000 was paid to ATEL Securities  Corporation,  a wholly-owned subsidiary
of  ATEL  Financial  Services  LLC  (ATEL)  (the  General  Partner),   as  sales
commissions,  $5,738,415 was paid to the General  Partner as  reimbursements  of
organization  and  other   syndication   costs,   $1,875,000  was  reserved  for
repurchases  of Units and  working  capital  and  $105,511,585  has been used to
acquire leased equipment,  including  acquisition fees paid or to be paid to the
General Partner.  Prior to converting to a limited liability company  structure,
the General Partner was formerly known as ATEL Financial Corporation.

     The  Partnership's  principal  objectives  are to invest  in a  diversified
portfolio  of  equipment  that  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,  which ended 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,  whereby "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 purchased  equipment for which a lease existed or for
which a lease would 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 of December 31, 2002,  the  Partnership  had purchased  equipment with a
total acquisition price of $186,995,157.

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

     The General Partner sought 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.

     As set forth below,  during 2002, 2001 and 2000,  certain lessees generated
significant portions of the Partnership's total lease revenues as follows:

<TABLE>
<CAPTION>
                                                                                  Percentage of Total Lease Revenues
Lessee                                    Type of Equipment                     2002            2001             2000
------                                    -----------------                     ----            ----             ----
<S>                                       <C>                                    <C>             <C>              <C>
Burlington Northern Railroad              Locomotives                            19%             13%              11%
Florida Canyon Mining                     Mining                                 18%             13%              11%
Tarmac America                            Construction                           14%             16%               *
Union Carbide Corporation                 Rail tank cars                         10%              *                *
</TABLE>

*  Less than 10%

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



                                       2
<PAGE>

     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 that 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 business of the Partnership is not seasonal.

The Partnership has no full time employees.

Equipment Leasing Activities

     Through  December 31, 2002, the  Partnership has disposed of certain leased
assets as set forth below:

<TABLE>
<CAPTION>
                                      Original
                                    Equipment Cost,                     Excess of
Type of                              Excluding                          Rents Over
Equipment                          Acquisition Fees    Sales Price       Expenses *
---------                          ----------------    -----------       ----------
<S>                                   <C>               <C>              <C>
Transportation                        $58,505,231       $32,139,280      $ 44,988,131
Furniture, fixtures and office
   equipment                           22,209,670         8,314,618        18,925,245
Mining equipment                       20,108,685         7,735,973        15,842,296
Materials handling                     13,108,989         2,570,725        13,977,788
Office automation                       4,593,822           970,163         4,813,683
Other                                  18,022,102         6,773,390        19,430,999
                                   ---------------   ---------------   ---------------
                                     $136,548,499       $58,504,149     $ 117,978,142
                                   ===============   ===============   ===============
</TABLE>
* Includes only those expenses directly related to the production of the related
rents.

     The  Partnership  has acquired a diversified  portfolio of  equipment.  The
equipment has been leased to lessees in various industries. The following tables
set forth the types of equipment  acquired by the Partnership  through  December
31, 2002 and the industries to which the assets have been leased.

<TABLE>
<CAPTION>
                                                       Purchase Price Excluding           Percentage of Total
Asset Types                                                 Acquisition Fees                Acquisitions
-----------                                                 ----------------                ------------
<S>                                                           <C>                                   <C>
Transportation, over-the-road tractors and trailers           $34,546,518                           18.47%
Furniture and fixtures                                         24,145,180                           12.91%
Transportation, other                                          18,454,853                            9.87%
Mining                                                         15,986,308                            8.55%
Transportation, intermodal containers                          15,484,688                            8.28%
Construction                                                   15,335,327                            8.20%
Materials handling                                             14,469,358                            7.74%
Railroad locomotives                                           12,350,000                            6.60%
Earth moving                                                   11,943,745                            6.39%
Transportation, rail cars                                       7,180,000                            3.84%
Printing                                                        4,707,508                            2.52%
Other *                                                        12,391,672                            6.63%
                                                          ----------------                 ----------------
                                                             $186,995,157                          100.00%
                                                          ================                 ================

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

* Individual amounts included in "Other" represent less than 2.5% of the total.



                                       3
<PAGE>

     For  further  information  regarding  the  Partnership's   equipment  lease
portfolio  as of December  31,  2002,  see Note 3 to the  financial  statements,
Investments in equipment and leases,  as set forth in Part II, Item 8, Financial
Statements and Supplementary Data.


Item 2.  PROPERTIES

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


Item 3.  LEGAL PROCEEDINGS

     The following is a discussion of legal  matters  involving the  Partnership
but which do not represent  claims  against the  Partnership  or its assets.  No
other material legal  proceedings are currently  pending against the Partnership
or against any of its assets.

Quaker Coal Company:

     On  December  31,  1997,  Quaker  Coal  Company  (the  Debtor),  one of the
Partnership's  lessees,  requested a moratorium  on lease  payments from January
through March 1998. No lease payments were made by the lessee through June 1998,
and  as  a  result,   the  General  Partner   declared  the  lease  in  default.
Subsequently, the lessee cured the outstanding payments and eventually satisfied
substantially  all lease  payments  due under the lease;  however,  the  General
Partner  refused to waive the default and insisted on contractual  damages.  The
General Partner filed a suit against the lessee for its  contractual  damages in
the U.S. District Court of Northern California (the "Court").  On June 16, 2000,
the lessee filed for protection  under Chapter 11 of the U.S.  Bankruptcy  Code.
The amounts of these damages have not been included in the financial  statements
included in Part II, Item 8 of this report.

     The  Partnership  obtained  a  stipulation  for relief  from the  automatic
bankruptcy  stay to allow the Court to issue its ruling,  and filed a request to
participate on the Official  Committee of Unsecured  Creditors in the bankruptcy
proceedings.   The  Partnership  succeeded  upon  securing  the  return  of  its
equipment,  which has been  liquidated.  The  Court  issued a ruling on March 4,
2001, denying the Partnership's claim for damages. The Debtor subsequently filed
a claim against the Partnership,  for  reimbursement of its legal expenses.  The
General Partner  believes the Court's decision is erroneous as a matter law, and
has filed an appeal of the decision in the U.S. District Court of Appeals.  (See
discussion below).

     The Debtor filed a plan of reorganization, which was objected to by several
large  creditors,  including  the General  Partner.  These  creditors  were also
seeking a formal  role on the  creditors  committee  or  formation  of their own
committee.

     Upon the termination of the Debtor's  exclusivity  period,  competing plans
were filed by other  creditors to the plan,  and voting on the  competing  plans
occurred  October 8,  2001.  The  results  of the vote were that  another of the
creditor's,  (i.e.  American  Electric Power's ("AEP"),  Plan of  Reorganization
("AEP Plan") was  successful.  Under the AEP Plan, the claim of the  Partnership
has been assigned to a liquidating  trustee for resolution and satisfaction from
the Debtor's estate.

     In  January  2002,  the  Partnership   attended  an  appellate   settlement
conference seeking to resolve the outstanding disputed claim. A reserve has been
set aside by the Debtor's  liquidating  trustee in the amount of $1.2 million in
partial  satisfaction  of the  Partnership's  claim,  although this claim amount
remains  in  dispute.  In  January  2003,  the  Federal  Appellate  Court in San
Francisco  heard an appeal of the lower  Court's  decision.  The results of that
appellate  decision  was  handed  down in March of 2003 and was  adverse  to the
Partnership's  position.  The Partnership is currently considering  requesting a
rehearing of that  decision.  Currently,  the  likelihood of recovery of amounts
above the payment of the lease rent and the liquidation of the equipment already
received remains speculative and highly uncertain.

Ingersoll International:

     At December 31, 2002 the Partnership had commenced action against Ingersoll
International (the "Lessee") as the Partnership had declared them in default for
making an unauthorized assignment of part of the leased equipment. Subsequent to
December  31,  2002,  the  Partnership,  the Lessee and the  unauthorized  party
reached an  agreement  in  principal  to have the  unauthorized  party  assume a
portion of the lease.  Documents have been prepared by the  Partnership and sent
to the other parties for signature and the Partnership  expects all documents to
be signed and this matter to be resolved by March 31, 2003.


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

None.


                                       4
<PAGE>

                                     PART II

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

Market Information

     The Units are  transferable  subject to restrictions on transfers that 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. As a result,  there is no currently  ascertainable market
value for the Units.

Holders

     As of December 31, 2002, a total of 7,154  investors were record holders of
Units in the Partnership.

ERISA Valuation

     In order to permit ERISA fiduciaries who hold Units to satisfy their annual
reporting requirements,  the General Partner estimated the value per Unit of the
Partnership's  assets as of September 30, 2002. The General  Partner  calculated
the estimated  liquidation  proceeds that would be realized by the  Partnership,
assuming an orderly disposition of all of the Partnership's assets as of January
1, 2003. The estimates  were based on the amount of remaining  lease payments on
existing  Partnership leases, and the estimated residual values of the equipment
held by the Partnership upon the termination of those leases. This valuation was
based solely on the General  Partner's  perception of market  conditions and the
types and amounts of the  Partnership's  assets.  No  independent  valuation was
sought.

     After calculating the aggregate estimated disposition proceeds, the General
Partner then  calculated  the portion of the  aggregate  estimated  value of the
Partnership  assets that would be  distributed to Unit holders on liquidation of
the  Partnership,  and  divided  the  total so  distributable  by the  number of
outstanding  Units.  As of September  30, 2002,  the value of the  Partnership's
assets,  calculated  on this  basis,  was  approximately  $1.71  per  Unit.  The
foregoing valuation was performed solely for the ERISA purposes described above.
There  is no  market  for the  Units,  and,  accordingly,  this  value  does not
represent  an estimate of the amount a Unit holder  would  receive if he were to
seek to sell his Units. Furthermore,  there can be no assurance as to the amount
the  Partnership  may  actually  receive if and when it seeks to  liquidate  its
assets,  or the amount of lease payments and equipment  disposition  proceeds it
will actually receive over the remaining term of 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  has sole  discretion  in  determining  the amount of
distributions;  provided, however, that the General Partner will not reinvest in
equipment,  but will  distribute,  subject to payment of any  obligations of the
Partnership,  such  available  cash  from  operations  and  cash  from  sales or
refinancing  as may be  necessary  to cause total  distributions  to the Limited
Partners  for each year during the  reinvestment  period to equal the  following
amounts per unit:  $1.05 in 1995 and 1996;  $1.10 in 1997 and 1998; and $1.20 in
1999 and 2000.

     A single  distribution was paid from 2002 operations.  The distribution was
paid in January 2003 and the rate was $0.15 per Unit.

     The rate for monthly  distributions from 2001 operations was $0.10 per Unit
for   distributions   paid  in  February  through  July  2001  and  $0.0667  for
distributions  paid in August  through  December 2001 and in January  2002.  For
quarterly  distributions,  the rate was $0.30 per Unit for distributions paid in
April and July 2001 and $0.20 per Unit for  distributions  paid in October  2001
and in January 2002.  Distributions  were from 2001 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 2000 operations was $0.10 per Unit.
The  distributions  were paid in  February  2000  through  December  2000 and in
January 2001. For each quarterly  distribution  (paid in April, July and October
2000 and in January 2001) the rate was $0.30 per Unit.  Distributions  were from
2000 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.



                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                               2002            2001             2000            1999             1998
                                               ----            ----             ----            ----             ----
<S>                                               <C>              <C>              <C>             <C>              <C>
Distributions of net income                       $ 0.09           $ 0.01           $ 0.13          $ 0.41           $ 0.39
Return of investment                                   -             1.03             1.08            0.79             0.80
                                          --------------- ---------------- -------------------------------- ----------------
Distributions per unit                              0.09             1.04             1.21            1.20             1.19
Differences due to timing of
   distributions                                    0.06            (0.04)           (0.01)              -             0.01
                                          --------------- ---------------- -------------------------------- ----------------
Nominal distribution rates from
   above                                          $ 0.15           $ 1.00           $ 1.20          $ 1.20           $ 1.20
                                          =============== ================ ================================ ================
</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, 2002,  2001,  2000, 1999 and 1998 and for the years
then ended. This financial data should be read in conjunction with the financial
statements and related notes included under Part II, Item 8.
<TABLE>
<CAPTION>

                                               2002            2001             2000            1999             1998
                                               ----            ----             ----            ----             ----
<S>                                          <C>              <C>              <C>             <C>             <C>
Gross Revenues                               $ 7,541,282      $ 7,939,473      $11,138,639     $17,064,600     $ 22,011,168

Net income                                   $ 1,455,267        $ 170,758      $ 1,682,730     $ 5,198,570      $ 4,861,233

Weighted average Units                        12,478,700       12,497,000       12,497,000      12,497,000       12,497,000

Net income per Unit, based on
   weighted average Units outstanding             $ 0.12           $ 0.01           $ 0.13          $ 0.41           $ 0.39

Distributions per Unit, based on
   weighted average Units outstanding             $ 0.09           $ 1.04           $ 1.21          $ 1.20           $ 1.19

Total Assets                                 $19,875,015      $37,160,843      $50,000,894     $67,961,144     $ 86,671,855

Non-recourse Debt                              $ 667,460      $11,663,273      $16,389,312     $22,138,639     $ 29,331,123

Total Partners' Capital                      $18,865,005      $18,546,425      $31,416,576     $44,820,397     $ 54,621,053
</TABLE>


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

     Statements contained in this Item 7, "Management's  Discussion and Analysis
of Financial  Condition and Results of  Operations,"  and elsewhere in this Form
10-K, which are not historical facts, may be  forward-looking  statements.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially from those projected.  Investors are cautioned not
to attribute undue certainty to these  forward-looking  statements,  which speak
only as of the date of this Form 10-K.  We undertake no  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances  after the date of this Form 10-K or to reflect the  occurrence of
unanticipated events, other than as required by law.

Capital Resources and Liquidity

     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  distributions  are made to the limited partners and to the extent
expenses exceed cash flows from leases and proceeds from asset sales.



                                       6
<PAGE>

     The  Partnership  participates  with the General Partner and certain of its
affiliates  in  a  $55,645,837   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of December 31, 2002, borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                             <C>
Amount  borrowed by the Partnership under the acquisition facility                              $             -
Amounts borrowed by affiliated partnerships and limited liability companies under the
   acquisition facility                                                                              29,000,000
                                                                                               ----------------
Total borrowings under the acquisition facility                                                      29,000,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility               -
                                                                                               ----------------
Total outstanding balance                                                                       $   29,000,000
                                                                                               ================

Total available under the line of credit                                                        $   55,645,837
Total outstanding balance                                                                          (29,000,000)
                                                                                               ----------------
Remaining availability                                                                          $   26,645,837
                                                                                               ================
</TABLE>

     Draws on the  acquisition  facility by any individual  borrower are secured
only  by  that  borrower's  assets,  including  equipment  and  related  leases.
Borrowings  on the  warehouse  facility are  recourse  jointly to certain of the
affiliated partnerships and limited liability companies, the Partnership and the
General Partner.

     Through  December 31,  2000,  the  Partnership  anticipated  reinvesting  a
portion of lease  payments from assets owned in new leasing  transactions.  Such
reinvestment  would 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.

     As of December 31, 2002,  cash  balances  consisted of working  capital and
amounts reserved for distributions in January 2003, generated from operations in
2002.

     The  Partnership  currently  has  available  adequate  reserves to meet its
immediate  cash  requirements  and those of the next twelve  months,  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.

     Through  the  term  of  the  Partnership,   the  Partnership  had  borrowed
$58,317,911 of non-recourse  debt. As of December 31, 2002, the remaining unpaid
balance as of that date was $667,460. The Partnership's long-term borrowings are
non-recourse to the Partnership,  that is, the only recourse of the lender is to
the equipment or corresponding lease acquired with the loan proceeds.

     See Note 4 to the financial statements,  Non-recourse debt, as set forth in
Part II, Item 8,  Financial  Statements and  Supplementary  Data, for additional
information regarding non-recourse debt.

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

     If inflation in the general economy becomes significant,  it may affect the
Partnership inasmuch as the residual (resale) values 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.

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

Cash Flows

2002 vs. 2001:

     In 2002 and 2001,  operating  lease  rents were the  Partnership's  primary
source of cash  flows from  operating  activities.  Cash  flows from  operations
decreased from $5,779,190 in 2001 to $5,133,621 in 2002, a decrease of $645,569.
This decrease was primarily  due to decreases in operating  lease  revenues from
$5,850,367 in 2001 to $4,254,501 in 2002, a decrease of $1,595,866.

     Sources of cash from  investing  activities  consisted of rents from direct
financing leases and proceeds from sales of lease assets.  Financing lease rents
decreased from $1,625,595 in 2001 to $1,402,177 in 2002, a decrease of $223,418.
Proceeds from the sales of lease assets are not expected to be  consistent  from
one period to another as the sales of lease assets is subject to various factors
such as the timing of lease  terminations,  the timing of market  demand and the
condition and uniqueness of the assets  subject to sale.  Proceeds from sales of
lease assets  increased  from  $3,733,992  in 2001 to  $15,519,490  in 2002,  an
increase of $11,785,498. Approximately $8,300,000 of the sales proceeds was used
to repay non-recourse debt associated with assets that were sold in 2002.



                                       7
<PAGE>

     In 2002 and 2001, the only source of cash flows from  financing  activities
was the amounts borrowed on the line of credit.  Repayments of debt increased as
a result of additional debt payments noted above.

2001 vs. 2000:

     In 2001 and 2000,  operating  lease  rents were the  Partnership's  primary
source of cash  flows from  operating  activities.  Cash  flows from  operations
decreased  from  $8,302,775  in  2000 to  $5,779,190  in  2001,  a  decrease  of
$2,523,585.  This  decrease was  primarily  due to decreases in operating  lease
revenues  from  $9,296,456  in  2000  to  $5,850,367  in  2001,  a  decrease  of
$3,446,089.

     Sources of cash from  investing  activities  consisted of rents from direct
financing leases and proceeds from sales of lease assets.  Financing lease rents
decreased from $2,243,051 in 2000 to $1,625,595 in 2001, a decrease of $617,456.
Proceeds from the sales of lease assets are not expected to be  consistent  from
one period to another as the sales of lease assets is subject to various factors
such as the timing of lease  terminations,  the timing of market  demand and the
condition and uniqueness of the assets  subject to sale.  Proceeds from sales of
lease assets decreased from $7,531,930 in 2000 to $3,733,992 in 2001, a decrease
of $3,797,938.

     In 2001 and 2000, the only source of cash flows from  financing  activities
was the amounts borrowed on the line of credit.  Repayments of debt decreased as
a result of scheduled debt payments.

Results of Operations

     As of March 19, 1993,  subscriptions for the minimum amount of the offering
($1,200,000) had been received and accepted by the Partnership. As of that date,
the  Partnership   commenced   operations  in  its  primary  business   (leasing
activities).

     As of  December  31,  2002,  2001  and  2000,  significant  amounts  of the
Partnership's assets were leased to lessees in certain industries as follows.

                                  2002             2001            2000
                                  ----             ----            ----
Rail transportation                53%              41%             35%
Mining                             21%              10%              *
Manufacturing, other               15%              26%             29%
Construction                        *               13%             11%

* Less than 10%.

2002 vs. 2001:

     Operations  in 2002  resulted  in net  income  of  $1,455,267  compared  to
$170,758 in 2001. The increase is primarily due to an increase in other revenues
related  to the  amounts  received  from the  settlement  of the  bankruptcy  of
Schwegmann's  Giant  Supermarkets  (a former  lessee of the  partnership).  Such
amounts increased from $1,234,542 in 2001 to $1,954,952 in 2002. Operating lease
revenues  decreased  as a  result  of the  maturing  of  operating  leases,  the
subsequent  sales of the related lease assets and lower lease rates  realized on
lease  renewals.  This  resulted  in  decreased  operating  lease  rents in 2002
compared to 2001.  Such rents decreased from $5,850,367 in 2001 to $4,254,501 in
2002.  Assets  sales also  resulted in decreased  depreciation  expense in 2002.
Depreciation decreased by $1,113,516 compared to 2001.

     Proceeds  from the sales of lease assets are not expected to be  consistent
from one period to  another  as the sales of lease  assets is subject to various
factors such as the timing of lease  terminations,  the timing of market  demand
and the  condition and  uniqueness  of the assets  subject to sale. As a result,
gains and losses  recognized on the sales of these lease assets are not expected
to be  consistent  from one year to another,  however,  such gains  increased by
$551,961 compared to 2001. This also contributed to the increase in net income.

     Interest  expense has decreased as a result of scheduled  debt payments and
the early repayments of non-recourse debt noted above and the related reductions
of the outstanding balances.

     Equipment management fees are based on the revenues of the Partnership.  As
those revenues have declined, the management fees have decreased as well.

     Management periodically reviews the carrying values of its assets on leases
and  assets  held for  lease or sale.  As a result  of that  review,  management
determined  that the value of a fleet of jumbo covered  hopper cars had declined
in value to the  extent  that the  carrying  values had  become  impaired.  This
decline is the result of  decreased  long-term  demand for these types of assets
and a  corresponding  reduction  in the  amounts of rental  payments  that these
assets currently command. Management has recorded a provision for the decline in
value of those assets in the amount of $397,872 for the year ended  December 31,
2002.



                                       8
<PAGE>

2001 vs. 2000:

     Operations  in  2001  resulted  in  net  income  of  $170,758  compared  to
$1,682,730  in 2000.  The decrease is primarily due to the maturing of operating
leases and the  subsequent  sales of the related lease assets.  This resulted in
decreased  operating  lease rents in 2001 compared to 2000. Such rents decreased
from  $9,296,456 in 2000 to  $5,850,367  in 2001.  Assets sales also resulted in
decreased  depreciation  expense in 2001.  Depreciation  decreased by $1,852,011
compared to 2000.

     Proceeds  from the sales of lease assets are not expected to be  consistent
from one period to  another  as the sales of lease  assets is subject to various
factors such as the timing of lease  terminations,  the timing of market  demand
and the  condition and  uniqueness  of the assets  subject to sale. As a result,
gains and losses  recognized on the sales of lease assets are not expected to be
consistent  from one year to another,  however,  such gains increased by $59,302
compared to 2000.

     Interest  expense has decreased as a result of scheduled  debt payments and
the consequent reductions of the outstanding balances.

     Equipment management fees are based on the revenues of the Partnership.  As
those revenues have declined, the management fees have decreased as well.

     Cost  reimbursements  to the  General  Partner  increased  as a result of a
revised  analysis of the costs incurred by the General Partners and allocated to
the Partnership.

Recent Accounting Pronouncement

     In August 2001, the Financial  Accounting  Standards  Board issued SFAS No.
144,  Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144),
which  addresses  financial  accounting  and  reporting  for the  impairment  or
disposal of long-lived  assets and supersedes  SFAS No. 121,  Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and
the  accounting  and reporting  provisions of APB Opinion No. 30,  Reporting the
Results of  Operations,  for a disposal of a segment of a business.  SFAS 144 is
effective  for fiscal years  beginning  after  December  15, 2001,  with earlier
application encouraged.  The Partnership adopted SFAS 144 as of January 1, 2002.
The  adoption  of the  Statement  did  not  have  a  significant  impact  on the
Partnership's financial position and results of operations.

Internal Controls

     As of December 31, 2002, an evaluation was performed  under the supervision
and with the  participation of the Partnership's  management,  including the CEO
and CFO of the General Partner, of the effectiveness of the design and operation
of  the  Partnership's  disclosure  controls  and  procedures.   Based  on  that
evaluation,  the  Partnership's  management,  including  the  CEO and CFO of the
General  Partner,  concluded  that the  Partnership's  disclosure  controls  and
procedures  were  effective  as  of  December  31,  2002.  There  have  been  no
significant  changes in the Partnership's  internal controls or in other factors
that could  significantly  affect internal  controls  subsequent to December 31,
2002.

Critical Accounting Policies

     The  policies   discussed   below  are  considered  by  management  of  the
Partnership to be critical to an  understanding of the  Partnership's  financial
statements because their application  requires significant complex or subjective
judgments,  decisions, or assessments,  with financial reporting results relying
on  estimation  about  the  effect of  matters  that are  inherently  uncertain.
Specific  risks for these  critical  accounting  policies  are  described in the
following  paragraphs.  The Partnership also states these accounting policies in
the  notes  to  the  financial  statements  and in  relevant  sections  in  this
discussion and analysis.  For all of these  policies,  management  cautions that
future  events  rarely  develop  exactly  as  forecast,  and the best  estimates
routinely require adjustment.

Use of Estimates:

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
Such estimates  primarily relate to the  determination of residual values at the
end of the lease term.



                                       9
<PAGE>

Asset Valuation:

     Recorded values of the Company's asset portfolio are periodically  reviewed
for impairment in accordance  with Statement of Financial  Accounting  Standards
(SFAS) No. 144,  Accounting for the Impairment or Disposal of Long-Lived Assets.
An impairment loss is measured and recognized only if the estimated undiscounted
future cash flows of the asset are less than their net book value. The estimated
undiscounted  future cash flows are the sum of the estimated  residual  value of
the asset at the end of the asset's  expected  holding  period and  estimates of
undiscounted future rents. The residual value assumes,  among other things, that
the asset is  utilized  normally  in an open,  unrestricted  and stable  market.
Short-term  fluctuations  in the market place are  disregarded and it is assumed
that there is no  necessity  either to dispose  of a  significant  number of the
assets, if held in quantity,  simultaneously or to dispose of the asset quickly.
Impairment is measured as the  difference  between the fair value (as determined
by the  discounted  estimated  future cash flows) of the assets and its carrying
value on the measurement date.


Item 7a.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

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

     In general,  the Partnership  manages its exposure to interest rate risk by
obtaining  fixed rate debt. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment  streams under fixed rate
lease receivables.  The payments under the leases are assigned to the lenders in
satisfaction of the debt.  Furthermore,  the Partnership has  historically  been
able to maintain a stable  spread  between its cost of funds and lease yields in
both  periods  of  rising  and  falling  rates.  Nevertheless,  the  Partnership
frequently funds leases with its floating rate line of credit and is, therefore,
exposed to interest  rate risk until fixed rate  financing is  arranged,  or the
floating rate line of credit is repaid. As of December 31, 2002, the outstanding
balance on the floating rate line of credit was zero.

     To hedge its interest  rate risk related to this  variable  rate debt,  the
Partnership  may enter into  interest  rate swaps.  As of December 31, 2002,  no
swaps or other  derivative  financial  instruments were held by the Partnership.
The  Partnership  does not hold or issue  derivative  financial  instruments for
speculative purposes.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See the Report of Independent  Auditors,  Financial Statements and Notes to
Financial Statements attached hereto at pages 10 through 24.



                                       10
<PAGE>

                REPORT OF ERNST & YOUNG LLP, 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.  (Partnership)  as of December  31, 2002 and 2001,  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,  2002.  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  auditing  standards  generally
accepted in the United States.  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, 2002 and 2001, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States.

                                                         /s/ ERNST & YOUNG LLP

San Francisco, California
February 7, 2003


                                       11
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 2002 AND 2001


                                     ASSETS


                                                   2002             2001
                                                   ----             ----
Cash and cash equivalents                         $ 3,806,560        $ 443,772

Accounts receivable, net of allowance for
   doubtful accounts of $75,285 in 2002
   and $165,285 in 2001                               420,737        1,249,403

Investments in equipment and leases                15,647,718       35,467,668
                                              ---------------- ----------------
Total assets                                      $19,875,015     $ 37,160,843
                                              ================ ================


                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                   $ 667,460     $ 11,663,273

Line of credit                                              -        6,500,000

Accounts payable:
     General Partner                                  115,390          146,080
     Other                                            195,877          156,408

Accrued interest payable                                3,603           21,601

Unearned lease income                                  27,680          127,056
                                              ---------------- ----------------
Total liabilities                                   1,010,010       18,614,418

Partners' capital:
     General Partner                                  202,907          188,354
     Limited Partners                              18,662,098       18,358,071
                                              ---------------- ----------------
Total partners' capital                            18,865,005       18,546,425
                                              ---------------- ----------------
Total liabilities and partners' capital           $19,875,015     $ 37,160,843
                                              ================ ================

                             See accompanying notes.



                                       12
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                              STATEMENTS OF INCOME

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                                2002            2001             2000
                                                                                ----            ----             ----
Revenues:
Leasing activities:
<S>                                                                            <C>             <C>              <C>
   Operating leases                                                            $ 4,254,501     $ 5,850,367      $ 9,296,456
   Direct financing leases                                                         307,915         384,516        1,276,509
   Leveraged leases                                                                 11,387          51,029           78,575
   Gain on sales of assets                                                         940,473         388,512          329,210
Interest income                                                                     15,392          23,678          128,713
Other                                                                            2,011,614       1,241,371           29,176
                                                                           ---------------- --------------- ----------------
                                                                                 7,541,282       7,939,473       11,138,639

Expenses:
Depreciation and amortization                                                    3,512,271       4,432,146        6,361,613
Cost reimbursements to General Partner                                             688,441         845,318          476,128
Interest expense                                                                   583,106       1,144,360        1,393,719
Equipment and incentive management fees to General Partner                         301,303         485,965          605,066
Railcar maintenance                                                                230,683         233,989          155,281
Professional fees                                                                  115,178         260,007           59,208
Provision for losses and impairments                                               487,872               -                -
Provision for (recovery of) doubtful accounts                                      (90,000)         64,680                -
Other                                                                              257,161         302,250          404,894
                                                                           ---------------- --------------- ----------------
                                                                                 6,086,015       7,768,715        9,455,909
                                                                           ---------------- --------------- ----------------
Net income                                                                     $ 1,455,267       $ 170,758      $ 1,682,730
                                                                           ================ =============== ================

Net income:
     General Partner                                                              $ 14,553         $ 1,708         $ 16,827
     Limited Partners                                                            1,440,714         169,050        1,665,903
                                                                           ---------------- --------------- ----------------
                                                                               $ 1,455,267       $ 170,758      $ 1,682,730
                                                                           ================ =============== ================

Net income per Limited Partnership unit                                             $ 0.12          $ 0.01           $ 0.13

Weighted average number of units outstanding                                    12,478,700      12,497,000       12,497,000
</TABLE>

                             See accompanying notes.



                                       13
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000


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

<S>                                                            <C>             <C>               <C>           <C>
Balance December 31, 1999                                      12,497,000      $44,650,578       $ 169,819     $ 44,820,397

Distributions to Limited Partners ($1.21 per Unit)                             (15,086,551)              -      (15,086,551)
Net income                                                                       1,665,903          16,827        1,682,730
                                                          ---------------- ----------------- -------------- ----------------
Balance December 31, 2000                                      12,497,000       31,229,930         186,646       31,416,576

Distributions to Limited Partners ($1.04 per Unit)                             (13,040,909)              -      (13,040,909)
Net income                                                                         169,050           1,708          170,758
                                                          ---------------- ----------------- -------------- ----------------
Balance December 31, 2001                                      12,497,000       18,358,071         188,354       18,546,425

Distributions to Limited Partners ($0.09 per Unit)                              (1,088,393)              -       (1,088,393)
Units repurchased                                                 (25,400)         (48,294)              -          (48,294)
Net income                                                                       1,440,714          14,553        1,455,267
                                                          ---------------- ----------------- -------------- ----------------
Balance December 31, 2002                                      12,471,600      $18,662,098       $ 202,907     $ 18,865,005
                                                          ================ ================= ============== ================
</TABLE>



                             See accompanying notes.



                                       14
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000


<TABLE>
<CAPTION>
Operating activities:                                                           2002            2001             2000
                                                                                ----            ----             ----
<S>                                                                            <C>               <C>            <C>
Net income                                                                     $ 1,455,267       $ 170,758      $ 1,682,730
Adjustment to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                               3,512,271       4,432,146        6,361,613
     Leveraged lease income                                                        (11,387)        (51,029)         (78,575)
     Gain on sales of assets                                                      (940,473)       (388,512)        (329,210)
      Provision for losses and impairments                                         487,872               -                -
      Provision for (recovery of) doubtful accounts                                (90,000)         64,680                -
     Changes in operating assets and liabilities:
         Accounts receivable                                                       918,666         985,225          473,319
         Other receivables                                                               -       1,309,783                -
         Accounts payable, General Partner                                         (30,690)         67,842          (40,203)
         Accounts payable, other                                                    39,469        (704,241)         500,818
         Accrued interest payable                                                  (17,998)        (40,265)         (45,316)
         Unearned lease income                                                     (99,376)        (67,197)        (222,401)
Net cash provided by operating activities                                        5,223,621       5,779,190        8,302,775

Investing activities:
Proceeds from sales of assets                                                   15,369,490       3,733,992        7,531,930
Reduction of net investment in direct financing leases                           1,402,177       1,625,595        2,243,051
                                                                           ----------------- -------------- ----------------
Net cash provided by investing activities                                       16,771,667       5,359,587        9,774,981

Financing activities:
Repayments of non-recourse debt                                                (10,995,813)     (4,726,039)      (5,749,327)
Repayments of borrowings under line of credit                                   (7,000,000)     (2,700,000)               -
Distributions to Limited Partners                                               (1,088,393)    (13,040,909)     (15,086,551)
Borrowings under line of credit                                                    500,000       8,200,000        1,000,000
Repurchases of limited partnership units                                           (48,294)              -                -
                                                                           ----------------- -------------- ----------------
Net cash used in financing activities                                          (18,632,500)    (12,266,948)     (19,835,878)
                                                                           ----------------- -------------- ----------------
Net increase (decrease) in cash and cash equivalents                             3,362,788      (1,128,171)      (1,758,122)
Cash and cash equivalents at beginning of year                                     443,772       1,571,943        3,330,065
                                                                           ----------------- -------------- ----------------
Cash and cash equivalents at end of year                                       $ 3,806,560       $ 443,772      $ 1,571,943
                                                                           ================= ============== ================

Supplemental disclosures of cash flow information:
Cash paid during the year for interest                                           $ 601,104     $ 1,184,625      $ 1,439,035
                                                                           ================ =============== ================
</TABLE>



                             See accompanying notes.


                                       15
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


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,  primarily in the
United States.

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

     The General  Partner of the  Partnership  is ATEL  Financial  Services  LLC
(ATEL).  Prior to  converting  to a limited  liability  company  structure,  the
General Partner was formerly known as ATEL Financial Corporation.

     The Partnership's  business consists of leasing various types of equipment.
As of
December 31, 2002, the original terms of the leases ranged from two months to
twenty years.

     Pursuant to the Limited Partnership Agreement, the General Partner receives
compensation  and   reimbursements  for  services  rendered  on  behalf  of  the
Partnership  (See Notes 5 and 6). 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:

     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.

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

Direct financing leases:

     Income from  direct  financing  lease  transactions  is reported  using 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  that  are  financed  principally  with  non-recourse  debt at lease
inception  and that meet certain  other  criteria are accounted for as leveraged
leases.  Leveraged  lease  contracts  receivable  are stated net of the  related
non-recourse  debt  service  (which  includes  unpaid  principal  and  aggregate
interest  on  such  debt)  plus  estimated  residual  values.   Unearned  income
represents the excess of  anticipated  cash flows (after taking into account the
related debt service and residual  values) over the  investment in the lease and
is amortized  using a constant rate of return applied to the net investment when
such investment is positive.



                                       16
<PAGE>

                      ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


2.  Summary of significant accounting policies (continued):

Asset valuation:

     Recorded values of the Company's asset portfolio are periodically  reviewed
for impairment in accordance  with Statement of Financial  Accounting  Standards
(SFAS) No. 144,  Accounting for the Impairment or Disposal of Long-Lived Assets.
An impairment loss is measured and recognized only if the estimated undiscounted
future cash flows of the asset are less than their net book value. The estimated
undiscounted  future cash flows are the sum of the estimated  residual  value of
the asset at the end of the asset's  expected  holding  period and  estimates of
undiscounted future rents. The residual value assumes,  among other things, that
the asset is  utilized  normally  in an open,  unrestricted  and stable  market.
Short-term  fluctuations  in the market place are  disregarded and it is assumed
that there is no  necessity  either to dispose  of a  significant  number of the
assets, if held in quantity,  simultaneously or to dispose of the asset quickly.
Impairment is measured as the  difference  between the fair value (as determined
by the  discounted  estimated  future cash flows) of the assets and its carrying
value on the measurement date.

Statements of cash flows:

     For purposes of the  Statements  of Cash Flows,  cash and cash  equivalents
include 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):

                                                   2002             2001
                                                   ----             ----
    Financial statement basis of net assets       $18,865,005     $ 18,546,425
    Tax basis of net assets                        23,293,593       16,617,377
                                              ---------------- ----------------
    Difference                                    $ 4,428,588      $ 1,929,048
                                              ================ ================

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

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

<TABLE>
<CAPTION>
                                                     2002            2001             2000
                                                     ----            ----             ----
<S>                                                 <C>               <C>            <C>
    Net income per financial statements             $ 1,455,267       $ 170,758      $ 1,682,730
    Adjustment to depreciation expense                2,160,483        (379,786)        (491,694)
    Provisions for losses and doubtful accounts         487,872          64,680                -
    Adjustments to revenues                           3,631,306       4,963,156        8,201,164
                                                ---------------- --------------- ----------------
    Net income per federal tax return               $ 7,734,928     $ 4,818,808      $ 9,392,200
                                                ================ =============== ================
</TABLE>


                                       17
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


2.  Summary of significant accounting policies (continued):

Credit risk:

     Financial   instruments  that   potentially   subject  the  Partnership  to
concentrations  of  credit  risk  include  cash and cash  equivalents,  accounts
receivable,   direct  finance  lease  receivables  and  other  receivables.  The
Partnership  places  its cash  deposits  and  temporary  cash  investments  with
creditworthy,  high quality  financial  institutions.  The concentration of such
deposits and temporary  cash  investments  is not deemed to create a significant
risk to the Partnership.  Accounts receivable represent amounts due from lessees
in various  industries,  related to equipment on operating and direct  financing
leases.  See Note 7 for a description  of lessees by industry as of December 31,
2002.

Basis of presentation:

     The accompanying  financial statements as of December 31, 2002 and 2001 and
for the three years ended  December  31, 2002 have been  prepared in  accordance
with  accounting  principles  generally  accepted in the United States.  Certain
prior  year  amounts  have been  reclassified  to conform  to the  current  year
presentation.

Use of estimates:

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
Such estimates  primarily relate to the  determination of residual values at the
end of the lease term.

Per unit data:

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

Derivative financial instruments:

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of  Financial  Accounting  Standards  (SFAS) No. 133,  Accounting  for
Derivative Instruments and Hedging Activities,  which established new accounting
and  reporting  standards  for  derivative  instruments.  SFAS No.  133 has been
amended by SFAS No. 137,  issued in June 1999,  and by SFAS No.  138,  issued in
June 2000.

SFAS No. 133, as amended, requires the Partnership to recognize all derivatives
as either assets or liabilities in the balance sheet and measure those
instruments at fair value. It further provides criteria for derivative
instruments to be designated as fair value, cash flow, or foreign currency
hedges, and establishes accounting standards for reporting changes in the fair
value of the derivative instruments.

     The Partnership does not utilize derivative financial instruments.


                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


2.  Summary of significant accounting policies (continued):

Recent accounting pronouncement:

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets  (SFAS  144),  which  addresses   financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes SFAS No. 121,  Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to be  Disposed  Of, and the  accounting  and  reporting
provisions  of APB Opinion No. 30,  Reporting the Results of  Operations,  for a
disposal  of a segment of a business.  SFAS 144 is  effective  for fiscal  years
beginning  after December 15, 2001,  with earlier  application  encouraged.  The
Partnership  adopted  SFAS  144 as of  January  1,  2002.  The  adoption  of the
Statement  did not have a  significant  impact  on the  Partnership's  financial
position and results of operations.

Initial direct costs:

     The  Partnership  capitalizes  initial  direct  costs  associated  with the
acquisition  of lease assets.  The costs are  amortized  over a five year period
using a straight line method.

Accounts receivable:

     Accounts receivable  represent the amounts billed under lease contracts and
currently due to the Partnership. Allowances for doubtful accounts are typically
established  based on historical  charge offs and collection  experience and are
usually determined by specifically identified lessees and invoiced amounts.


3.  Investments in equipment and leases:

     As of December 31, 2002,  the  Partnership's  investments  in equipment and
leases consist of the following:

<TABLE>
<CAPTION>
                                                                             Depreciation
                                                                             Expense or       Reclass-
                                                           December 31,     Amortization    ifications or    December 31,
                                                               2001           of Leases     Dispositions         2002
                                                               ----           ---------    --------------        ----
<S>                                                           <C>              <C>             <C>              <C>
Net investment in operating leases                            $26,533,841      $(3,114,722)    $(9,934,670)     $13,484,449
Net investment in direct financing leases                       8,094,439       (1,402,177)     (5,512,181)       1,180,081
Net investment in leveraged leases                              1,073,050           11,387        (944,425)         140,012
Assets held for sale or lease                                     725,609                -       2,798,018        3,523,627
Residual value interests                                          835,759                -        (835,759)               -
Reserve for losses and impairments                             (2,224,816)        (487,872)              -       (2,712,688)
Initial direct costs, net of accumulated amortization
   of $544,354 in 2002 and $1,115,605 in 2001                     429,786         (397,549)              -           32,237
                                                          ---------------- ----------------- -------------- ----------------
                                                              $35,467,668      $(5,390,933)   $(14,429,017)     $15,647,718
                                                          ================ ================= ============== ================
</TABLE>




                                       18
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


3.  Investments in equipment and leases (continued):

     Management periodically reviews the carrying values of its assets on leases
and  assets  held for  lease or sale.  As a result  of that  review,  management
determined  that the value of a fleet of jumbo covered  hopper cars had declined
in value to the  extent  that the  carrying  values had  become  impaired.  This
decline is the result of  decreased  long-term  demand for these types of assets
and a  corresponding  reduction  in the  amounts of rental  payments  that these
assets currently command. Management has recorded a provision for the decline in
value of those assets in the amount of $487,872 for the year ended  December 31,
2002.

Operating leases:

     Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                    Reclass-
                                 December 31,                     ifications or    December 31,
                                     2001           Additions     Dispositions         2002
                                     ----           ---------    --------------        ----
<S>                                 <C>                      <C>    <C>              <C>
Transportation                      $36,606,091              $ -    $(16,012,920)    $ 20,593,171
Manufacturing                         2,666,354                -               -        2,666,354
Construction                         11,425,007                -      (9,252,200)       2,172,807
Materials handling                      248,749                -        (199,199)          49,550
                                ---------------- ---------------- --------------- ----------------
                                     50,946,201                -     (25,464,319)      25,481,882
Less accumulated depreciation       (24,412,360)      (3,114,722)     15,529,649      (11,997,433)
                                ---------------- ---------------- --------------- ----------------
                                    $26,533,841      $(3,114,722)    $(9,934,670)    $ 13,484,449
                                ================ ================ =============== ================
</TABLE>

Direct financing leases:

     As of December 31, 2002,  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, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                   2002            2001
                                                                   ----            ----
<S>                                                                  <C>          <C>
Total minimum lease payments receivable                              $ 33,510     $ 7,918,584
Estimated residual values of leased equipment (unguaranteed)        1,148,968       2,857,964
                                                              ---------------- ---------------
Investment in direct financing leases                               1,182,478      10,776,548
Less unearned income                                                   (2,397)     (2,682,109)
                                                              ---------------- ---------------
Net investment in direct financing leases                         $ 1,180,081     $ 8,094,439
                                                              ================ ===============
</TABLE>

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



                                       19
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


3.  Investments in equipment and leases (continued):

Direct financing leases (continued):

At December 31, 2002, 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
           ------------      ------          ------            -----
                   2003     $ 1,393,953         $ 33,510      $ 1,427,463
                   2004         572,253                -          572,253
                   2005          24,987                -           24,987
                   2006          14,122                -           14,122
                         --------------- ---------------- ----------------
                            $ 2,005,315         $ 33,510      $ 2,038,825
                         =============== ================ ================

Leveraged leases:

     As of  December  31,  2002,  investment  in  leveraged  leases  consists of
materials  handling  equipment.  The  following  lists  the  components  of  the
Partnership's investment in leveraged leases as of December 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                                2002            2001
                                                                                ----            ----
<S>                                                                               <C>            <C>
Aggregate rentals receivable                                                      $ 46,368       $ 252,721
Less aggregate principal and interest payable on non-recourse loans                      -         (45,097)
Estimated residual value of leased assets                                           96,000         880,781
Less unearned income                                                                (2,356)        (15,355)
                                                                           ----------------- --------------
Net investment in leveraged leases                                               $ 140,012     $ 1,073,050
                                                                           ================= ==============
</TABLE>

Reserve for losses and impairments and allowances for doubtful accounts:

<TABLE>
<CAPTION>
                                                                            Allowance for   Allowance for
                                                                              doubtful        doubtful
                                                            Reserve for      accounts -      accounts -
                                                            losses and          Other         Accounts
                                                            impairments      Receivables     Receivables
<S>                                                           <C>                <C>                   <C>
          Balance December 31, 1999                           $ 2,254,809        $ 100,605             $ -
          Charge offs                                             (29,993)
          Provision                                                     -                -               -
                                                          ---------------- ---------------- ---------------
          Balance December 31, 2000                             2,224,816          100,605               -
          Reclassification                                                        (100,605)        100,605
          Provision                                                     -                -          64,680
                                                          ---------------- ---------------- ---------------
          Balance December 31, 2001                             2,224,816                -         165,285
          Provision (recovery)                                    487,872                -         (90,000)
                                                          ---------------- ---------------- ---------------
          Balance December 31, 2002                           $ 2,712,688              $ -        $ 75,285
                                                          ================ ================ ===============
</TABLE>

                                       20
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


4.  Non-recourse debt:

     At December  31,  2002,  non-recourse  debt  consists  of notes  payable to
financial  institutions.  The notes are due in  varying  monthly  and  quarterly
payments. Interest on the notes is at fixed rates from 5.5% to 8.644%. The notes
are secured by assignments of lease payments and pledges of assets.  At December
31, 2002, the carrying value of the pledged assets is approximately  $1,298,455.
The notes mature from 2003 through 2006.

     As of December 31, 2002,  future minimum payments of non-recourse  debt are
as follows:

         Year ending
        December 31,    Principal        Interest           Total
                2003       $ 340,171         $ 30,455        $ 370,626
                2004         151,083           18,384          169,467
                2005         162,167            7,301          169,468
                2006          14,039               83           14,122
                      --------------- ---------------- ----------------
                           $ 667,460         $ 56,223        $ 723,683
                      =============== ================ ================


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 whereby 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.

     Each  of ATEL  Leasing  Corporation  ("ALC"),  ATEL  Equipment  Corporation
("AEC"),  ATEL Investor  Services  ("AIS") and ATEL Financial  Services LLC 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
ATEL Financial Services LLC.

     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.

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


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
2002, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                2002            2001             2000
                                                                ----            ----             ----
<S>                                                              <C>             <C>              <C>
Costs reimbursed to General Partner                              $ 688,441       $ 845,318        $ 476,128

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)                                     301,303         485,965          605,066
                                                              ------------- --------------- ----------------
                                                                 $ 989,744     $ 1,331,283      $ 1,081,194
                                                              ============= =============== ================
</TABLE>



6.  Partners' capital:

     As of December 31, 2002,  12,471,600  Units were issued and outstanding (in
addition to the Units issued to the Initial  Limited  Partners).  As of December
31, 2001, 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.

     As defined in the Limited  Partnership  Agreement,  the  Partnership's  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 are to
be distributed as follows:

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

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

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

          (A)  10% of remaining Cash from Operations and

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

     Fourth, the balance to the Limited Partners.





                                       21
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


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, 2002, 2001 and 2000, there were concentrations  (defined
as greater than 10%) of equipment leased to lessees in certain  industries (as a
percentage of total equipment cost) as follows:

                                    2002            2001             2000
                                    ----            ----             ----
          Rail transportation        53%             41%              35%
          Mining                     21%             10%               *
          Manufacturing, other       15%             26%              29%
          Construction                *              13%              11%

          * Less than 10%.

     During 2002,  four  customers  each  comprised 19%, 18%, 14% and 10% of the
Partnership's  revenues from leases. During 2001, three customers each comprised
16%, 13% and 13% of the  Partnership's  revenues from leases.  During 2000,  two
customers each comprised 11% of the Partnership's revenues from leases.


8.  Line of credit:

     The  Partnership  participates  with the General Partner and certain of its
affiliates  in  a  $55,645,837   revolving  line  of  credit  (comprised  of  an
acquisition facility and a warehouse facility) with a financial institution that
includes  certain  financial  covenants.  The line of credit expires on June 28,
2004. As of December 31, 2002, borrowings under the facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                                          <C>
Amount  borrowed by the Partnership under the acquisition facility                                           $             -
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                                       29,000,000
                                                                                                            ----------------
Total borrowings under the acquisition facility                                                                   29,000,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility                            -
                                                                                                            ----------------
Total outstanding balance                                                                                    $   29,000,000
                                                                                                            ================

Total available under the line of credit                                                                     $   55,645,837
Total outstanding balance                                                                                       (29,000,000)
                                                                                                            ----------------
Remaining availability                                                                                       $   26,645,837
                                                                                                            ================
</TABLE>

     Draws on the  acquisition  facility by any individual  borrower are secured
only  by  that  borrower's  assets,  including  equipment  and  related  leases.
Borrowings  on the  warehouse  facility are  recourse  jointly to certain of the
affiliated partnerships and limited liability companies, the Partnership and the
General Partner.



                                       22
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


8.  Line of credit (continued):

     During 2002, 2001 and 2000, the Partnership  borrowed $500,000,  $8,200,000
and $1,000,000,  respectively,  under the line of credit. The Partnership repaid
$7,000,000  and  $2,700,000   under  the  line  of  credit  in  2002  and  2001,
respectively.  There  were no  repayments  on the line of  credit  during  2000.
Interest  on the line of credit is based on either  the thirty day LIBOR rate or
the bank's prime rate.

     The credit agreement  includes certain  financial  covenants  applicable to
each  borrower.  The  Partnership  was in  compliance  with its  covenants as of
December 31, 2002.


9.  Fair value of financial instruments:

     The following  methods and assumptions were used to estimate the fair value
of each class of financial  instrument  for which it is  practicable to estimate
that value.

Cash and cash equivalents:

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

Non-recourse debt:

     The fair value of the  Partnership's  non-recourse  debt is estimated using
discounted cash flow analyses,  based on the Partnership's  current  incremental
borrowing rates for similar types of borrowing arrangements.  The estimated fair
value of the Partnership's non-recourse debt at December 31, 2002 is $626,340.


10.  Contingencies:

     On  September  11,  2000,  Republic  Transportation  Finance,  Inc. and its
parent, Republic Financial Corporation  (collectively,  "Republic"),  filed suit
against  the   Partnership,   claiming  relief  in  the  amount  of  $1,110,770,
representing  Republic's  interpretation  of their  share of the  proceeds  to a
residual  sharing  arrangement.  The  Partnership did not dispute that sums were
owed to Republic,  merely the amount. The Partnership believed that Republic was
only entitled to $587,317 (which amount was included in accounts  payable in the
Partnership's  financial  statements  at  December  31,  2000),  based  upon the
Partnership's   interpretation   of  the  underlying   contract.   Although  the
Partnership  believed it had a reasonable basis for prevailing,  it settled this
matter for a total of $750,000 in 2001. The  additional  $162,683 is included in
other expenses in 2001.




                                       23
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


11.  Selected quarterly data (unaudited):

<TABLE>
<CAPTION>
                                                             March 31,        June 30,      September 30,    December 31,
Quarter ended                                                  2001             2001            2001             2001
                                                               ----             ----            ----             ----

<S>                                                           <C>              <C>             <C>              <C>
Total revenues                                                $ 2,016,115      $ 2,402,467     $ 1,604,069      $ 1,916,822
Net Income (loss)                                               $ 106,919        $ 612,077      $ (363,187)      $ (185,051)
Net income (loss) per limited partnership unit                     $ 0.01           $ 0.05         $ (0.03)         $ (0.02)

                                                             March 31,        June 30,      September 30,    December 31,
Quarter ended                                                  2002             2002            2002             2002
                                                               ----             ----            ----             ----

Total revenues                                                $ 1,615,661      $ 3,430,489     $ 1,814,699        $ 680,433
Net Income (loss)                                               $ (98,057)     $ 1,761,800       $ 410,056       $ (618,532)
Net income (loss) per limited partnership unit                    $ (0.01)          $ 0.14          $ 0.03          $ (0.04)
</TABLE>


                                       24
<PAGE>

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

None.


                                    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  Services LLC (the
General Partner) is held by ATEL Capital Group ("ACG"), a holding company formed
to control ATEL and affiliated  companies.  The outstanding voting capital stock
of ATEL Capital Group is owned 5% by A. J. Batt and 95% by Dean Cash.

     Each  of ATEL  Leasing  Corporation  ("ALC"),  ATEL  Equipment  Corporation
("AEC"),  ATEL Investor Services ("AIS") and ATEL Financial Services LLC ("AFS")
is a wholly-owned subsidiary of ATEL Capital Group and performs services for the
Company.  Acquisition  services are performed for the Company 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 Company are  performed  by AFS.  ATEL
Securities Corporation ("ASC") is a wholly-owned subsidiary of AFS.

The officers and directors of ATEL Capital Group and its affiliates are as
follows:

Dean L. Cash         Chairman of the Board of Directors of ACG, AFS, ALC, AEC,
                         AIS and ASC; President and Chief Executive Officer of
                         ACG, AFS and AEC

Paritosh K. Choksi   Director, Executive Vice President, Chief Operating Officer
                         and Chief Financial Officer of ACG, AFS, ALC, AEC and
                         AIS

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

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

Dean L. Cash, age 52, 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. He has been President and CEO since April 2001. 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.

     Paritosh K. Choksi, age 49, joined ATEL in 1999 as a director,  senior vice
president  and its  chief  financial  officer.  He  became  its  executive  vice
president  and COO in April 2001.  Prior to joining  ATEL,  Mr. Choksi was chief
financial officer at Wink  Communications,  Inc. from 1997 to 1999. From 1977 to
1997, Mr. Choksi was with Phoenix American  Incorporated,  a financial  services
and management  company,  where he held various positions during his tenure, and
was senior vice president, chief financial officer and director when he left the
company.  Mr.  Choksi was involved in all  corporate  matters at Phoenix and was
responsible  for Phoenix's  capital  market needs.  He also served on the credit
committee  overseeing  all  corporate  investments,  including its venture lease
portfolio.  Mr. Choksi was a part of the executive  management team which caused
Phoenix's  portfolio to increase  from $50 million in assets to over $2 billion.
Mr. Choksi  received a bachelor of technology  degree in mechanical  engineering
from the Indian Institute of Technology,  Bombay; and an M.B.A.  degree from the
University of California, Berkeley.

     Donald E.  Carpenter,  age 54, 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.



                                       25
<PAGE>

     Vasco H. Morais,  age 44, joined ATEL in 1989 as general counsel to provide
legal support in the drafting and reviewing of lease documentation,  advising on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989,  Mr.  Morais was  employed  by the  BankAmeriLease  Companies,  Bank of
America's  equipment leasing  subsidiaries,  providing in-house legal support on
the  documentation  of  tax-oriented  and non-tax  oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease  Companies,  Mr. Morais was with the Consolidated  Capital
Companies in the corporate and securities legal department  involved in drafting
and reviewing  contracts,  advising on corporate law matters and  securities law
issues.  Mr.  Morais  received  a B.A.  degree  in 1982 from the  University  of
California in Berkeley,  a J.D.  degree in 1986 from Golden Gate  University Law
School and an M.B.A.  (Finance) in 1997 from Golden Gate University.  Mr. Morais
has been an active member of the State Bar of California since 1986.


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 its  Affiliates.  The amount of such
remuneration  paid for the years ended  December 31, 2002,  2001 and 2000 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.  None have been paid since 1994, nor will any additional amounts
be paid in future periods.

Acquisition Fees

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

     The maximum amount of such fees to be paid is $5,929,583,  all of which had
been paid as of December 31,  1996.  No such fees have been paid  subsequent  to
that date.

Equipment Management Fees

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

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 is 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
Notes 5 and 6 to the financial  statements included at Item 8 of this report for
amounts paid.

Equipment Resale Fees



                                       26
<PAGE>

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

Equipment Re-lease Fee

     As compensation for providing re-leasing  services,  the General Partner is
entitled  to  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 2002, 2001 and 2000.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

Security Ownership of Certain Beneficial Owners

     At December  31,  2002,  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%
                              600 California Street, 6th Floor 25 Units ($250)
                                  San Francisco, CA 94108              (owned by wife)

Limited Partnership Units       Dean Cash                       Initial Limited Partner Units       0.0002%
                              600 California Street, 6th Floor 25 Units ($250)
                                  San Francisco, CA 94108              (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 therefore of Limited Partners holding 10%
or more of the total outstanding Limited Partnership units.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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




                                       27
<PAGE>

Item 14.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

     Under the supervision and with the  participation  of our management  (ATEL
Financial  Services,  LLC as General  Partner of the  registrant,  including the
chief  executive  officer and chief  financial  officer),  an  evaluation of the
effectiveness  of the  design  and  operation  of the  Partnership's  disclosure
controls and procedures [as defined in Rules  240.13a-14(c)  and 15d-14(c) under
the  Securities  Exchange Act of 1934] was  performed as of a date within ninety
days before the filing date of this annual report.  Based upon this  evaluation,
the chief executive  officer and chief financial  officer  concluded that, as of
the evaluation  date, our disclosure  controls and procedures were effective for
the  purposes  of  recording,  processing,   summarizing  and  timely  reporting
information required to be disclosed by us in the reports that we file under the
Securities  Exchange Act of 1934 and that such  information is  accumulated  and
communicated  to our  management  in order to allow timely  decisions  regarding
required disclosure.

Changes in internal controls

     There have been no significant changes in our internal controls or in other
factors that could  significantly  affect our disclosure controls and procedures
subsequent to the evaluation  date, nor were there any significant  deficiencies
or material weaknesses in our internal controls.


                                     PART IV

Item 15.  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, 2002 and 2001
          Statements of Income for the years ended December 31, 2002, 2001 and
          2000 Statements of Changes in Partners' Capital for the years ended
          December 31, 2002, 2001
             and 2000
          Statements of Cash Flows for the years ended December 31, 2002, 2001
          and 2000 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 2002 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 Form 10K for the period ended  December 31,
          1993 (File No. 33-53162) SIGNATURES




                                       28
<PAGE>

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



Date:     3/26/03

                                   ATEL Cash Distribution Fund V, L.P.
                              (Registrant)


By:       ATEL Financial Services, LLC
          General Partner of Registrant



            By:   /s/ Dean Cash
                 -------------------------------------------------
                 Dean Cash,
                 President and Chief Executive Officer of
                 ATEL Financial Services, LLC (General
                 Partner)




            By:  /s/ Paritosh K. Choksi
                 -------------------------------------------------
                 Paritosh K. Choksi,
                 Executive Vice President of ATEL
                 Financial Services, LLC (General Partner)







                                       29
<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/ Dean Cash       President, Chairman and Chief                 3/26/03
--------------------------  Executive Officer of ATEL Financial
        Dean Cash           Services, LLC




  /s/ Paritosh K. Choksi   Executive Vice President and                  3/26/03
--------------------------  director of ATEL Financial Services, LLC,
    Paritosh K. Choksi      Principal financial officer of registrant;
                            principal financial officer and director
                            of ATEL Financial Services, LLC




 /s/ Donald E. Carpenter   Principal accounting officer of registrant;   3/26/03
--------------------------  principal accounting officer of ATEL
   Donald E. Carpenter      Financial Services, LLC





     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.



                                       30
<PAGE>

                                 CERTIFICATIONS


I, Paritosh K. Choksi, certify that:

1. I have  reviewed  this annual  report on Form 10-K of ATEL Cash  Distribution
Fund V, LP;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Date:                3/26/03

/s/ Paritosh K. Choksi
----------------------------------------------------------
Paritosh K. Choksi
Principal financial officer of registrant, Executive
Vice President of General Partner


                                       31
<PAGE>

                                 CERTIFICATIONS


I, Dean L. Cash, certify that:

1. I have  reviewed  this annual  report on Form 10-K of ATEL Cash  Distribution
Fund V, LP;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Date:                3/26/03

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


                                       32
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual report on Form 10K of ATEL Cash  Distribution
Fund V, LP, (the  "Partnership") for the period ended December 31, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
and  pursuant  to 18  U.S.C.  ss.1350,  as  adopted  pursuant  to  ss.906 of the
Sarbanes-Oxley  Act of 2002, I, Dean L. Cash,  Chief  Executive  Officer of ATEL
Financial  Services,  LLC,  general partner of the  Partnership,  hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:                3/26/03



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


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual report on Form 10K of ATEL Cash  Distribution
Fund V, LP, (the  "Partnership") for the period ended December 31, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
and  pursuant  to 18  U.S.C.  ss.1350,  as  adopted  pursuant  to  ss.906 of the
Sarbanes-Oxley  Act of 2002, I, Paritosh K. Choksi,  Chief Financial  Officer of
ATEL Financial Services, LLC, general partner of the Partnership, hereby certify
that:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:                3/26/03



/s/ Paritosh K. Choksi
------------------------------------------
Paritosh K. Choksi
Executive Vice President of General
Partner, Principal financial officer of registrant

                                       33
<PAGE>