Form 10-K/A

                       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, 2003

                                       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

The number of Limited  Partnership Units outstanding as of December 31, 2003 was
12,471,600.


                       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.

This   amendment  is  being  filed  in  order  to  correct  the  format  of  the
certifications included as Exhibits 31.1 and 31.2.

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

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, 12,471,600 were
issued and outstanding as of December 31, 2003.

The Partnership's principal objectives were to invest in a diversified portfolio
of equipment that would (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 ("Reinvestment Period") 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.

The  Reinvestment  Period ended December 31, 2000 and the  Partnership is now in
the final stages of its liquidation phase.

Narrative Description of Business

The  Partnership  acquired  various types of equipment and leases 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 was the intention of AFS that no more than
25% of the aggregate purchase price of equipment would 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 would 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, 2003, the  Partnership  had purchased  equipment with a total
acquisition price of $186,995,157.

The  Partnership's  objective  was to lease a  minimum  of 75% of the  equipment
acquired  with the net  proceeds  of the  offering  to  lessees  that (i) had an
aggregate credit rating by Moody's Investor  Service,  Inc. of Baa or better, or
the credit  equivalent as determined by AFS, with the aggregate  rating weighted
to account  for the  original  equipment  cost for each item leased or (ii) were
established  hospitals with histories of  profitability or  municipalities.  The
balance of the original  equipment  portfolio could include  equipment leased to
lessees,  which  although  deemed  creditworthy  by AFS,  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) was leased to lessees with an aggregate  credit rating of Baa or
better or to such hospitals or municipalities as described in (ii) above.

AFS 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  2003,  2002 and 2001,  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     2003            2002             2001
------                        -----------------     ----            ----             ----
<S>                           <C>                    <C>             <C>              <C>
Florida Canyon Mining         Mining                 22%             18%              13%
Southern Pacific Railroad     Railroad Auto Racks    13%              *                *
Burlington Northern Railroad  Locomotives             *              19%              13%
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 AFS 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

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, 2003 and
the industries to which the assets have been leased.

                                   Purchase Price Excluding  Percentage of Total
Asset Types                            Acquisition Fees          Acquisitions
-----------                            ----------------          ------------
Transportation, over-the-road
   tractors and trailers                   $34,546,518                 18.47%
Furniture, fixtures and
   office equipment                         24,145,180                 12.91%
Transportation, other                       18,454,853                  9.87%
Mining equipment                            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%
                                       ================       ================

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

                                   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%
                                       ================       ================

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

Through December 31, 2003, the Partnership has disposed of certain leased assets
as set forth below:

<TABLE>
<CAPTION>
                                            Original
                                          Equipment Cost,                    Excess of
                                            Excluding                       Rents Over
Asset Types                              Acquisition Fees   Sales Price     Expenses *
-----------                              ----------------   -----------     ----------
<S>                                          <C>              <C>             <C>
Transportation                               $62,045,050      $32,715,022     $48,689,152
Furniture, fixtures and office equipment      22,209,670        8,314,618      18,925,245
Mining equipment                              20,717,330        7,796,573      16,430,409
Materials handling                            13,108,989        2,570,725      13,977,788
Office automation                              4,593,822          970,163       4,813,683
Other                                         18,838,253        6,909,600      20,427,449
                                         ---------------- --------------------------------
                                            $141,513,114      $59,276,701    $123,263,726
                                         ================ ================================
</TABLE>

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




                                       3
<PAGE>

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 2003,  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

In the ordinary  course of  conducting  business,  there may be certain  claims,
suits,  and  complaints  filed  against  the  Partnership.  In  the  opinion  of
management, the outcome of such matters, if any, will not have a material impact
on the Partnership's  consolidated  financial position or results of operations.
There  are  no  material  legal   proceedings   currently  pending  against  the
Partnership or against any of its assets.


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

None.


                                     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
AFS'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, 2003,  a total of 7,159  investors  were holders of record of
Units in the Partnership.

ERISA Valuation

In order to permit  ERISA  fiduciaries  who hold Units to satisfy  their  annual
reporting  requirements,  AFS estimated the value per Unit of the  Partnership's
assets as of September  30,  2003.  AFS  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,  2004.  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 AFS'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,  AFS  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,  2003,  the  value  of the  Partnership's  assets,
calculated  on this  basis,  was  approximately  $1.27 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.

AFS has sole  discretion in determining the amount of  distributions;  provided,
however, that AFS will not reinvest in equipment,  but will distribute,  subject
to payment of any  obligations  of the  Partnership,  such  available  cash from
operations and cash from sales or refinancing as may be necessary to cause total
distributions  to the Limited  Partners  for each year  during the  Reinvestment
Period to equal the following amounts per unit: $1.05 in 1995 and 1996; $1.10 in
1997 and  1998;  and  $1.20 in 1999 and  2000.  The  Reinvestment  Period  ended
December 31, 2000.



                                       4
<PAGE>

Two distributions were made from cash generated from 2003 operations.  The first
distribution  was made in May 2003.  The rate was $0.13  per  Unit.  The  second
distribution was made in January 2004 and the rate was $0.15 per Unit.

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

                                               2003            2002             2001            2000             1999
                                               ----            ----             ----            ----             ----
<S>                                              <C>               <C>              <C>             <C>              <C>
Net (loss) income per Unit, based on
   weighted average Units outstanding            $ (0.07)          $ 0.12           $ 0.01          $ 0.13           $ 0.41
Return of investment                                0.35            (0.03)            1.03            1.08             0.79
                                          --------------- ---------------- -------------------------------- ----------------
Distributions per Unit, based on
   weighted average Units outstanding               0.28             0.09             1.04            1.21             1.20
Differences due to timing of
   distributions                                       -             0.06            (0.04)          (0.01)               -
                                          --------------- ---------------- -------------------------------- ----------------
Actual distribution rates per
   Unit                                           $ 0.28           $ 0.15           $ 1.00          $ 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, 2003,  2002, 2001, 2000 and 1999 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>
                                               2003            2002             2001            2000             1999
                                               ----            ----             ----            ----             ----
<S>                                          <C>              <C>              <C>             <C>             <C>
Gross Revenues                               $ 3,019,440      $ 7,541,282      $ 7,939,473     $11,138,639     $ 17,064,600

Net (loss) income                             $ (916,504)     $ 1,455,267        $ 170,758     $ 1,682,730      $ 5,198,570

Weighted average Units                        12,471,600       12,478,700       12,497,000      12,497,000       12,497,000

Net (loss) income per Unit, based on
   weighted average Units outstanding            $ (0.07)          $ 0.12           $ 0.01          $ 0.13           $ 0.41

Distributions per Unit, based on
   weighted average Units outstanding             $ 0.28           $ 0.09           $ 1.04          $ 1.21           $ 1.20

Total Assets                                 $15,339,294      $19,875,015      $37,160,843     $50,000,894     $ 67,961,144

Non-recourse Debt                              $ 463,614        $ 667,460      $11,663,273     $16,389,312     $ 22,138,639

Total Partners' Capital                      $14,511,002      $18,865,005      $18,546,425     $31,416,576     $ 44,820,397
</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.



                                       5
<PAGE>

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.

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
AFS and providing for cash distributions to the Limited Partners.

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
$58,627,656 revolving line of credit (comprised of an acquisition facility and a
warehouse facility) with a financial institution that includes certain financial
covenants.  As of December 31, 2003, the  Partnership  was no longer a qualified
borrower under the line of credit as the  Partnership's  equity had fallen below
the $15,000,000  minimum required in order to borrow.  The Partnership was still
contingently  liable for any  borrowings  under the  warehouse  facility.  As of
December 31, 2003, there were no borrowings under the warehouse  facility by any
of the Partnership's affiliates. The line of credit expires on June 28, 2004. As
of December 31, 2003, borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition facility $          -
Amounts borrowed by affiliated partnerships and limited liability
   companies under theacquisition facility                           23,000,000
                                                                   -------------
Total borrowings under the acquisition facility                      23,000,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                         -
                                                                   -------------
Total outstanding balance                                          $ 23,000,000
                                                                   =============

Total available under the line of credit                           $ 58,627,656
Total outstanding balance                                            23,000,000)
                                                                   -------------
Remaining availability                                             $ 35,627,656
                                                                   =============

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 AFS.

Effective January 2004, the revolving line of credit was extended. The revolving
line of credit now  expires on June 28,  2005.  In  addition,  the total  amount
available under the revolving line of credit has been increased to $65,700,000.

As of December 31, 2003, cash balances  consisted of working capital and amounts
reserved for distributions in January 2004, generated from operations in 2003.

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.  AFS
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, 2003, the remaining  unpaid balance as of
that date was $463,614. 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.



                                       6
<PAGE>

Cash Flows

2003 vs. 2002:

In 2003 and 2002, operating lease rents were the Partnership's primary source of
cash flows from operating activities.  Cash flows from operations decreased from
$5,223,621 in 2002 to $988,239 in 2003, a decrease of $4,235,382.  This decrease
was mainly due to two factors;  (i)  operating  lease  revenues  decreased  from
$4,254,501 in 2002 to  $2,563,288 in 2003, a decrease of $1,691,213  and (ii) in
2002,  the  Partnership  received  a  bankruptcy  settlement  in the  amount  of
$1,954,952. There was no similar settlement in 2003.

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  $1,402,177 in 2002 to $465,430 in 2003, a decrease of $936,747.
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 $15,369,490 in 2002 to $821,919 in 2003, a decrease
of $14,547,571.  Sales in 2002 included  approximately  $23,789,000 of equipment
that had been on operating  leases. In 2003, fewer leases matured and the amount
of operating lease assets sold decreased to  approximately  $4,558,000.  In both
years, transportation equipment constituted a majority of the assets sold.

In 2002 the main  items of cash  flows  used in  financing  activities  were the
repayment  of the  line  of  credit  of  $7,000,000  and  the  repayment  of the
non-recourse debt of $10,995,813.  The repayment of non-recourse debt was funded
in part  ($8,300,000)  by the sale of lease  assets.  Cash provided by financing
activities  in 2003  consisted of a new  non-recourse  note payable of $217,596.
Cash provided by financing  activities in 2002 was $500,000  borrowed  under the
line of credit. Effective in 2001, the amounts of distributions are based on the
amounts of cash available for distribution after retaining  sufficient  balances
for working capital.  In prior periods the distributions were at a predetermined
rate, subject only to the availability of sufficient cash balances. As a result,
distributions are expected to fluctuate from one period to another.

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 $5,223,621 in 2002, a decrease of $555,569.  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  $15,369,490  in 2002,  an
increase of $11,635,498. Approximately $8,300,000 of the sales proceeds was used
to repay non-recourse debt associated with assets that were sold in 2002.

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.

Results of Operations

As of December 31, 2003, 2002 and 2001, significant amounts of the Partnership's
assets were leased to lessees in certain industries as follows.

                                 2003             2002            2001
                                 ----             ----            ----
Rail transportation               67%              53%             41%
Mining                            18%              21%             10%
Manufacturing, other               *               15%             26%
Construction                       *                *              13%

*  Less than 10%.

Substantially   all   employees  of  AFS  track  time   incurred  in  performing
administrative  services on behalf of the  Partnership.  AFS  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.

2003 vs. 2002:

Operations in 2003 resulted in a net loss of $916,504  compared to net income of
$1,455,267 in 2002. In 2002,  revenues included $1,954,952 received as a partial
settlement  of the  bankruptcy of a former  lessee.  The payment in 2002 was the
final payment of the settlement.



                                       7
<PAGE>

Operating  lease  revenues have  decreased by $1,691,213  from 2002 to 2003. The
Partnership is the liquidation  phase of its life cycle.  As leases mature,  the
assets  are  returned  to  inventory.  Most of the assets  have been sold.  This
reduces the amounts of equipment actually on lease and producing  revenue.  This
trend of decreasing  operating  lease revenues is expected to continue in future
periods.

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 decreased by $813,050 from 2002 to
2003.

Interest  expense has decreased as a result of scheduled  debt payments (and the
early  repayments  of  debt  in  2002)  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.

Railcar  maintenance  costs increased from $230,683 in 2002 to $497,751 in 2003.
The  Partnership  owns a  fleet  of  railcars  managed  by a  third  party.  The
maintenance  related to that fleet of cars  increased  from  $230,683 in 2002 to
$367,611  in 2003.  As of December  31,  2002 and during the year then ended,  a
portion of those cars were off lease.  Early in 2003,  the  remainder of the off
lease  railcars  were  placed  on new  leases  as the  demand  for the  cars had
improved.  As a result of increased  usage of the managed  railcars in 2003, the
amounts of ongoing maintenance has also increased.  In addition, the Partnership
owns other railcars that are managed directly by AFS. In 2003, maintenance costs
of $130,140  were  incurred in order to place these  assets on new leases and to
maintain them once on lease.  The assets had previously  been on net leases with
other lessees.

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 $543,426  for the year ended  December 31, 2003
as more fully described in Note 12 in the financial  statements included in Part
I, Item 8 of this report. 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.

As a result of  management's  periodic of review of the  carrying  values of its
assets on leases and assets held for lease or sale,  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>

Recent Accounting Pronouncement

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities,  an interpretation of ARB 51." The
primary  objectives  of  this  interpretation  are to  provide  guidance  on the
identification  of entities for which  control is achieved  through  means other
than through voting rights ("variable  interest  entities") and how to determine
when  and  which  business   enterprise  (the  "primary   beneficiary")   should
consolidate  the  variable  interest  entity.  This new model for  consolidation
applies to an entity in which  either (i) the equity  investors  (if any) do not
have a controlling  financial interest; or (ii) the equity investment at risk is
insufficient to finance that entity's  activities  without receiving  additional
subordinated  financial support from other parties. In addition, FIN 46 requires
that  the  primary  beneficiary,  as  well  as  all  other  enterprises  with  a
significant  variable  interest in a variable  interest entity,  make additional
disclosures.  Certain  disclosure  requirements  of FIN 46  were  effective  for
financial statements issued after January 31, 2003.

In  December  2003,  the  FASB  issued  FIN  No.  46  (revised  December  2003),
"Consolidation  of Variable  Interest  Entities" ("FIN 46-R") to address certain
FIN 46 implementation  issues.  The effective dates and impact of FIN 46 and FIN
46-R are as follows:

(i) Special  purpose  entities  ("SPEs")  created prior to February 1, 2003. The
company must apply either the provisions of FIN 46 or early adopt the provisions
of FIN 46-R at the end of the first  interim or annual  reporting  period ending
after December 15, 2003.

(ii)  Non-SPEs  created  prior to February  1, 2003.  The company is required to
adopt FIN 46-R at the end of the first interim or annual reporting period ending
after March 15, 2004.

(iii) All entities, regardless of whether a SPE, that were created subsequent to
January  31,  2003.  The  provisions  of FIN 46  were  applicable  for  variable
interests in entities obtained after January 31, 2003.

The Partnership is required to adopt FIN 46-R at the end of the first interim or
annual  reporting  period  ending  after  March 15,  2004.  The  adoption of the
provisions  applicable to SPEs and all other variable  interests  obtained after
January 31, 2003 did not have a material impact on the  Partnership's  financial
statements.  The Partnership is currently  evaluating the impact of adopting FIN
46-R  applicable  to  Non-SPEs  created  prior to  February 1, 2003 but does not
expect a material impact.

In April 2002,  the FASB  issued FASB  Statement  No.  145,  Rescission  of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections (Statement No. 145). Among other things,  Statement No. 145 rescinds
Statement No. 4, which required that all gains and losses from extinguishment of
debt be reported as an  extraordinary  item.  The adoption of Statement No. 145,
effective  January  1,  2003,  did not  have  any  effect  on the  Partnership's
consolidated  financial  position,   consolidated  results  of  operations,   or
liquidity.

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.

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.

Allowances for losses on direct financing leases are typically established based
on historical charge offs and collections  experience and are usually determined
by specifically identified lessees and billed and unbilled receivables.

Direct financing leases are placed in a non-accrual status based on specifically
identified lessees.  Such leases are only returned to an accrual status based on
a case by case  review  of AFS.  Direct  financing  leases  are  charged  off on
specific identification by AFS.



                                       9
<PAGE>

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.

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 its 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 asset and its  carrying
value on the measurement date.

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.


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, 2003,  there was no
outstanding balance on the floating rate line of credit.

To hedge  its  interest  rate risk  related  to this  variable  rate  debt,  the
Partnership  may enter into  interest  rate swaps.  As of December 31, 2003,  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 11 through 27.



                                       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,  2003 and  2002,  and the  related
statements of operations,  changes in partners' capital, and cash flows for each
of the three  years in the period  ended  December  31,  2003.  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, 2003 and 2002,  and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States.

                                                          /s/ ERNST & YOUNG LLP

San Francisco, California
February 20, 2004



                                       11
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 2003 AND 2002


                                     ASSETS


                                                    2003             2002
                                                    ----             ----
Cash and cash equivalents                          $ 2,440,803      $ 3,806,560

Accounts receivable, net of allowance for
   doubtful accounts of $99,285 in 2003
   and $75,285 in 2002                                 378,720          420,737

Investments in equipment and leases                 12,519,771       15,647,718
                                               ---------------- ----------------
Total assets                                       $15,339,294     $ 19,875,015
                                               ================ ================


                       LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                    $ 463,614        $ 667,460

Accounts payable and accruals:
     General Partner                                   171,952          115,390
     Other                                             166,626          195,877

Accrued interest payable                                 2,561            3,603

Unearned lease income                                   23,539           27,680
                                               ---------------- ----------------
Total liabilities                                      828,292        1,010,010

Partners' capital:
     General Partner                                   193,742          202,907
     Limited Partners                               14,317,260       18,662,098
                                               ---------------- ----------------
Total Partners' capital                             14,511,002       18,865,005
                                               ---------------- ----------------
Total liabilities and Partners' capital            $15,339,294     $ 19,875,015
                                               ================ ================

                             See accompanying notes.



                                       12
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<TABLE>
<CAPTION>
                                                               2003            2002             2001
                                                               ----            ----             ----
Revenues:
Leasing activities:
<S>                                                           <C>             <C>              <C>
   Operating leases                                           $ 2,563,288     $ 4,254,501      $ 5,850,367
   Direct financing leases                                        293,287         307,915          384,516
   Leveraged leases                                                 2,356          11,387           51,029
   Gain on sales of assets                                        127,423         940,473          388,512
Interest income                                                    22,516          15,392           23,678
Other                                                              10,570       2,011,614        1,241,371
                                                          ---------------- --------------- ----------------
                                                                3,019,440       7,541,282        7,939,473

Expenses:
Depreciation of operating lease assets                          1,405,433       3,114,722        4,228,238
Cost reimbursements to General Partner                            609,519         688,441          845,318
Impairment losses                                                 543,426         487,872                -
Railcar maintenance                                               497,751         230,683          233,989
Equipment and incentive management fees to General Partner        195,683         301,303          485,965
Other management fees                                             106,639          69,650           83,563
Provision for (recovery of) doubtful accounts                     102,000         (90,000)          64,680
Professional fees                                                 100,656         115,178          260,007
Interest expense                                                   32,249         583,106        1,144,360
Amortization of initial direct costs                               21,518         397,549          203,908
Other                                                             321,070         187,511          218,687
                                                          ---------------- --------------- ----------------
                                                                3,935,944       6,086,015        7,768,715
                                                          ---------------- --------------- ----------------
Net (loss) income                                              $ (916,504)    $ 1,455,267        $ 170,758
                                                          ================ =============== ================

Net (loss) income:
     General Partner                                             $ (9,165)       $ 14,553          $ 1,708
     Limited Partners                                            (907,339)      1,440,714          169,050
                                                          ---------------- --------------- ----------------
                                                               $ (916,504)    $ 1,455,267        $ 170,758
                                                          ================ =============== ================

Net (loss) income per Limited Partnership unit                    $ (0.07)         $ 0.12           $ 0.01

Weighted average number of units outstanding                   12,471,600      12,478,700       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, 2003, 2002 AND 2001


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

<S>                                                            <C>             <C>               <C>           <C>
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)
Limited Partnership 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

Distributions to Limited Partners ($0.28 per Unit)                              (3,437,499)              -       (3,437,499)
Net loss                                                                          (907,339)         (9,165)        (916,504)
                                                          ---------------- ---------------- --------------- ----------------
Balance December 31, 2003                                      12,471,600      $14,317,260       $ 193,742     $ 14,511,002
                                                          ================ ================ =============== ================
</TABLE>



                             See accompanying notes.



                                       14
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                2003            2002             2001
                                                                ----            ----             ----
Operating activities:
<S>                                                             <C>            <C>                <C>
Net income                                                      $ (916,504)    $ 1,455,267        $ 170,758
Adjustment to reconcile net income to net cash provided by
   operating activities:
     Depreciation of operating lease assets                      1,405,433       3,114,722        4,228,238
     Amortization of initial direct costs                           21,518         397,549          203,908
     Leveraged lease income                                         (2,356)        (11,387)         (51,029)
     Gain on sales of assets                                      (127,423)       (940,473)        (388,512)
     Impairment losses                                             543,426         487,872                -
     Provision for (recovery of) doubtful accounts                 102,000         (90,000)          64,680
     Changes in operating assets and liabilities:
         Accounts receivable                                       (59,983)        918,666          985,225
         Other receivables                                               -               -        1,309,783
         Accounts payable, General Partner                          56,562         (30,690)          67,842
         Accounts payable, other                                   (29,251)         39,469         (704,241)
         Accrued interest payable                                   (1,042)        (17,998)         (40,265)
         Unearned lease income                                      (4,141)        (99,376)         (67,197)
                                                           ---------------- --------------- ----------------
Net cash provided by operating activities                          988,239       5,223,621        5,779,190

Investing activities:
Proceeds from sales of assets                                      821,919      15,369,490        3,733,992
Reduction of net investment in direct financing leases             465,430       1,402,177        1,625,595
                                                           ---------------- --------------- ----------------
Net cash provided by investing activities                        1,287,349      16,771,667        5,359,587

Financing activities:
Distributions to Limited Partners                               (3,437,499)     (1,088,393)     (13,040,909)
Repayments of non-recourse debt                                   (421,442)    (10,995,813)      (4,726,039)
Proceeds of non-recourse debt                                      217,596               -                -
Repayments of borrowings under line of credit                            -      (7,000,000)      (2,700,000)
Borrowings under line of credit                                          -         500,000        8,200,000
Repurchases of limited partnership units                                 -         (48,294)               -
                                                           ---------------- --------------- ----------------
Net cash used in financing activities                           (3,641,345)    (18,632,500)     (12,266,948)
                                                           ---------------- --------------- ----------------

Net (decrease) increase in cash and cash equivalents            (1,365,757)      3,362,788       (1,128,171)
Cash and cash equivalents at beginning of year                   3,806,560         443,772        1,571,943
                                                           ---------------- --------------- ----------------
Cash and cash equivalents at end of year                       $ 2,440,803     $ 3,806,560        $ 443,772
                                                           ================ =============== ================

Supplemental disclosures of cash flow information:
Cash paid during the year for interest                            $ 33,291       $ 601,104      $ 1,184,625
                                                           ================ =============== ================
</TABLE>



                             See accompanying notes.


                                       15
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


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. The Partnership may continue until December 31, 2013.

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 (AFS).
Prior to converting to a limited liability company  structure,  AFS was formerly
known as ATEL Financial  Corporation.  AFS is a wholly owned  subsidiary of ATEL
Capital Group.

The Partnership's business consists of leasing various types of equipment. As of
December  31,  2003,  the  original  terms of the leases  ranged from one to ten
years.  The  Reinvestment  Period ended December 31, 2000 and the Partnership is
now in the final stages of its liquidation phase.

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

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent  investments
with original maturities of ninety days or less.

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.

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.





                                       16
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


2. Summary of significant accounting policies (continued):

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.

Allowances for losses on direct financing leases are typically established based
on historical charge offs and collections  experience and are usually determined
by specifically identified lessees and billed and unbilled receivables.

Direct financing leases are placed in a non-accrual status based on specifically
identified lessees.  Such leases are only returned to an accrual status based on
a case by case  review  of AFS.  Direct  financing  leases  are  charged  off on
specific identification by AFS.

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.

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.

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 at December 31 (unaudited):

                                                  2003             2002
                                                  ----             ----
    Financial statement basis of net assets      $14,511,002     $ 18,865,005
    Tax basis of net assets                       17,765,499       23,293,593
                                             ---------------- ----------------
    Difference                                   $ 3,254,497      $ 4,428,588
                                             ================ ================

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.



                                       17
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


2. Summary of significant accounting policies (continued):

The following  reconciles the net income reported in these financial  statements
to the loss reported on the  Partnership's  federal tax return  (unaudited)  for
each of the years ended December 31:

<TABLE>
<CAPTION>
                                                 2003            2002             2001
                                                 ----            ----             ----
<S>                                              <C>            <C>                <C>
Net (loss) income per financial statements       $ (916,504)    $ 1,455,267        $ 170,758
Adjustment to depreciation expense                  323,733       2,160,483         (379,786)
Provisions for losses and doubtful accounts         645,426         487,872           64,680
Adjustments to revenues                          (2,143,250)      3,631,306        4,963,156
                                            ---------------- --------------- ----------------
Net income per federal tax return               $(2,090,595)    $ 7,734,928      $ 4,818,808
                                            ================ =============== ================
</TABLE>

Per unit data:

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

Asset valuation:

Recorded values of the Company's asset portfolio are  periodically  reviewed for
impairment in accordance with Statement of binancial 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 asset and its  carrying
value on the measurement date.

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.

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, 2003.



                                       18
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


2. Summary of significant accounting policies (continued):

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.

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.

Basis of presentation:

The accompanying  financial  statements as of December 31, 2003 and 2002 and for
the three years ended  December 31, 2003 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.

Recent accounting pronouncements:

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities,  an interpretation of ARB 51." The
primary  objectives  of  this  interpretation  are to  provide  guidance  on the
identification  of entities for which  control is achieved  through  means other
than through voting rights ("variable  interest  entities") and how to determine
when  and  which  business   enterprise  (the  "primary   beneficiary")   should
consolidate  the  variable  interest  entity.  This new model for  consolidation
applies to an entity in which  either (i) the equity  investors  (if any) do not
have a controlling  financial interest; or (ii) the equity investment at risk is
insufficient to finance that entity's  activities  without receiving  additional
subordinated  financial support from other parties. In addition, FIN 46 requires
that  the  primary  beneficiary,  as  well  as  all  other  enterprises  with  a
significant  variable  interest in a variable  interest entity,  make additional
disclosures.  Certain  disclosure  requirements  of FIN 46  were  effective  for
financial statements issued after January 31, 2003.

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


2. Summary of significant accounting policies (continued):

Recent accounting pronouncements (continued):

In  December  2003,  the  FASB  issued  FIN  No.  46  (revised  December  2003),
"Consolidation  of Variable  Interest  Entities" ("FIN 46-R") to address certain
FIN 46 implementation  issues.  The effective dates and impact of FIN 46 and FIN
46-R are as follows:

(i) Special  purpose  entities  ("SPEs")  created prior to February 1, 2003. The
company must apply either the provisions of FIN 46 or early adopt the provisions
of FIN 46-R at the end of the first  interim or annual  reporting  period ending
after December 15, 2003.

(ii)  Non-SPEs  created  prior to February  1, 2003.  The company is required to
adopt FIN 46-R at the end of the first interim or annual reporting period ending
after March 15, 2004.

(iii) All entities, regardless of whether a SPE, that were created subsequent to
January  31,  2003.  The  provisions  of FIN 46  were  applicable  for  variable
interests in entities obtained after January 31, 2003.

The Partnership is required to adopt FIN 46-R at the end of the first interim or
annual  reporting  period  ending  after  March 15,  2004.  The  adoption of the
provisions  applicable to SPEs and all other variable  interests  obtained after
January 31, 2003 did not have a material impact on the  Partnership's  financial
statements.  The Partnership is currently  evaluating the impact of adopting FIN
46-R  applicable  to  Non-SPEs  created  prior to  February 1, 2003 but does not
expect a material impact.

In April 2002,  the FASB  issued FASB  Statement  No.  145,  Rescission  of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections (Statement No. 145). Among other things,  Statement No. 145 rescinds
Statement No. 4, which required that all gains and losses from extinguishment of
debt be reported as an  extraordinary  item.  The adoption of Statement No. 145,
effective  January  1,  2003,  did not  have  any  effect  on the  Partnership's
consolidated  financial  position,   consolidated  results  of  operations,   or
liquidity.




                                       19
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


3. Investments in equipment and leases:

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

<TABLE>
<CAPTION>
                                                                           Depreciation /
                                                                            Amortization
                                                                             Expense or
                                                                           Amortization of    Reclassi-
                                           December 31,     Impairment     Direct Financing fications or     December 31,
                                               2002           Losses           Leases       Dispositions         2003
                                               ----           ------           ------      --------------        ----
<S>                                          <C>                 <C>           <C>             <C>             <C>
Net investment in operating leases           $10,771,761         (225,427)     $(1,405,433)    $ 1,886,560     $ 11,027,461
Net investment in direct financing
   leases                                      1,180,081                -         (465,430)        (70,000)         644,651
Net investment in leveraged leases               140,012                -            2,356        (142,368)               -
Assets held for sale or lease, net of
   accumulated depreciation of
   $719,138 in 2003 and $3,080,643 in
   2002                                        3,523,627         (317,999)               -      (2,368,688)         836,940
Initial direct costs, net of
   accumulated amortization of
   $99,285 in 2003 and $544,354 in
   2002                                           32,237                -          (21,518)              -           10,719
                                          --------------- ---------------- ---------------- --------------- ----------------
                                             $15,647,718       $ (543,426)     $(1,890,025)     $ (694,496)    $ 12,519,771
                                          =============== ================ ================ =============== ================
</TABLE>

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 provisions for the declines in value
of those  assets in the amounts of  $543,426  and  $487,872  for the years ended
December 31, 2003 and 2002, respectively.

Impairment losses are recorded as an addition to accumulated depreciation of the
impaired assets.  Depreciation expense and impairment losses on property subject
to operating  leases and assets held for lease or sale consist of the  following
for the years ended December 31:

                                             2003             2002
                                             ----             ----
Depreciation of operating lease assets      $ 1,405,433       $3,114,722
Impairment losses                               543,426          487,872
                                        ---------------- ----------------
                                            $ 1,948,859      $ 3,602,594
                                        ================ ================

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



                                       20
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


3. Investments in equipment and leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                                              Reclassi-
                                           December 31,     Impairment                      fications or     December 31,
                                               2002           Losses          Additions     Dispositions         2003
                                               ----           ------          ---------    --------------        ----
<S>                                          <C>               <C>             <C>             <C>             <C>
Transportation                               $20,593,171              $ -              $ -     $ 2,385,244     $ 22,978,415
Manufacturing                                  2,666,354                -                -      (1,196,354)       1,470,000
Construction                                   2,172,807                -                -        (594,719)       1,578,088
Materials handling                                49,550                -                -         (13,926)          35,624
                                          --------------- ---------------- ---------------- --------------- ----------------
                                              25,481,882                -                -         580,245       26,062,127
Less accumulated depreciation                (14,710,121)        (225,427)      (1,405,433)      1,306,315      (15,034,666)
                                          --------------- ---------------- ---------------- --------------- ----------------
                                             $10,771,761       $ (225,427)     $(1,405,433)    $ 1,886,560     $ 11,027,461
                                          =============== ================ ================ =============== ================
</TABLE>

Direct financing leases:

As of December 31,  2003,  investment  in direct  financing  leases  consists of
mining and materials handling equipment.  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, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                                2003            2002
                                                                                ----            ----
<S>                                                                              <C>              <C>
Total minimum lease payments receivable                                          $ 750,000        $ 33,510
Estimated residual values of leased equipment (unguaranteed)                           401       1,148,968
                                                                           ---------------- ---------------
Investment in direct financing leases                                              750,401       1,182,478
Less unearned income                                                              (105,750)         (2,397)
                                                                           ---------------- ---------------
Net investment in direct financing leases                                        $ 644,651     $ 1,180,081
                                                                           ================ ===============
</TABLE>

At December 31, 2003,  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
   ------------      ------          ------            -----
           2004     $ 1,198,804        $ 750,000      $ 1,948,804
           2005         580,887                -          580,887
           2006         263,322                -          263,322
                 --------------- ---------------- ----------------
                    $ 2,043,013        $ 750,000      $ 2,793,013
                 =============== ================ ================



                                       21
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


3. Investments in equipment and leases (continued):

Leveraged leases:

As of December 31, 2003, the Partnership had no investments in 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:

                                                                        2002
                                                                        ----
Aggregate rentals receivable                                           $ 46,368
Less aggregate principal and interest payable on non-recourse loans           -
Estimated residual value of leased assets                                96,000
Less unearned income                                                     (2,356)
                                                                    ------------
Net investment in leveraged leases                                    $ 140,012
                                                                    ============


4.  Non-recourse debt:

At December 31, 2003,  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 ranging from 5.5% to 7.1%. The notes are
secured by assignments of lease payments and pledges of assets.  At December 31,
2003, the carrying value of the pledged assets is  approximately  $687,747.  The
notes mature from 2004 through 2006.

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

      Year ending
     December 31,    Principal        Interest           Total
             2004       $ 287,409         $ 20,264        $ 307,673
             2005         162,167            7,301          169,468
             2006          14,038               83           14,121
                   --------------- ---------------- ----------------
                        $ 463,614         $ 27,648        $ 491,262
                   =============== ================ ================





                                       22
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


5.  Related party transactions:

The  terms  of  the  Limited  Partnership  Agreement  provide  that  AFS  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 AFS in providing  administrative services to the Partnership.  Administrative
services provided include  Partnership  accounting,  investor  relations,  legal
counsel  and  lease  and  equipment  documentation.  AFS 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 AFS are allocated to the Partnership based upon estimated 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 AFS.

Substantially   all   employees  of  AFS  record  time  incurred  in  performing
administrative  services on behalf of all of the  Partnerships  serviced by AFS.
AFS  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.

Incentive  management  fees are  computed  as 5% of  distributions  of cash from
operations,   as  defined  in  the  Limited  Partnership  Agreement.   Equipment
management fees are 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.

AFS and/or affiliates earned fees,  commissions and  reimbursements  pursuant to
the Limited Partnership Agreement as follows during 2003, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                2003            2002             2001
                                                                ----            ----             ----
<S>                                                              <C>             <C>              <C>
Costs reimbursed to General Partner                              $ 609,519       $ 688,441        $ 845,318
Incentive and equipment management fees to General Partner         195,683         301,303          485,965
                                                           ---------------- --------------- ----------------
                                                                 $ 805,202       $ 989,744      $ 1,331,283
                                                           ================ =============== ================
</TABLE>




                                       23
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


6.  Partners' capital:

As of December 31, 2003 and 2002,  12,471,600  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 AFS.

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  AFS  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, AFS 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.


7. Concentration of credit risk and major customers:

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

The Partnership is no longer acquiring equipment.  As assets have been sold upon
maturity of the related leases, concentrations have arisen in certain industries
due to the decreasing number of remaining leases and assets.

As of December 31, 2003, 2002 and 2001,  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:

                                        2003            2002             2001
                                        ----            ----             ----
          Rail transportation            67%             53%              41%
          Mining                         18%             21%              10%
          Manufacturing, other            *              15%              26%
          Construction                    *               *               13%

          *  Less than 10%.


                                       24
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


7. Concentration of credit risk and major customers (continued):

During 2003,  two  customers  each  comprised  22% and 13% of the  Partnership's
revenues from leases.  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.


8. Fair value of financial instruments:

The  recorded  amounts  of the  Company's  cash and cash  equivalents,  accounts
receivable,  accounts payable and accruals at December 31, 2003 approximate fair
value because of the liquidity and 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, 2003 is $468,360.


9.  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.


10. Selected quarterly data (unaudited):

<TABLE>
<CAPTION>
                                                             March 31,        June 30,      September 30,    December 31,
Quarter ended                                                  2002             2002            2002             2002
                                                               ----             ----            ----             ----

<S>                                                           <C>              <C>             <C>                <C>
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>

<TABLE>
<CAPTION>
                                                             March 31,        June 30,      September 30,    December 31,
Quarter ended                                                  2003             2003            2003             2003
                                                               ----             ----            ----             ----

<S>                                                             <C>              <C>             <C>              <C>
Total revenues                                                  $ 757,866        $ 909,216       $ 688,736        $ 663,622
Net loss                                                       $ (635,616)       $ (35,339)      $ (27,452)      $ (218,097)
Net loss per limited partnership unit                             $ (0.05)         $ (0.00)        $ (0.00)         $ (0.02)
</TABLE>


                                       25
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


11. Revolving line of credit:

The  Partnership  participates  with  AFS and  certain  of its  affiliates  in a
$58,627,656 revolving line of credit (comprised of an acquisition facility and a
warehouse facility) with a financial institution that includes certain financial
covenants.  As of December 31, 2003, the  Partnership  was no longer a qualified
borrower under the line of credit as the  Partnership's  equity had fallen below
the $15,000,000  minimum required in order to borrow.  The Partnership was still
contingently  liable for any  borrowings  under the  warehouse  facility.  As of
December 31, 2003, there were no borrowings under the warehouse  facility by any
of the Partnership's affiliates. The line of credit expires on June 28, 2004. As
of December 31, 2003, borrowings under the facility were as follows:

Amount  borrowed by the Partnership under the acquisition facility $          -
Amounts borrowed by affiliated partnerships and limited liability
   companies under theacquisition facility                           23,000,000
                                                                   -------------
Total borrowings under the acquisition facility                      23,000,000
Amounts borrowed by AFS and its sister corporation under the
   warehouse facility                                                         -
                                                                   -------------
Total outstanding balance                                          $ 23,000,000
                                                                   =============

Total available under the line of credit                           $ 58,627,656
Total outstanding balance                                            23,000,000)
                                                                   -------------
Remaining availability                                             $ 35,627,656
                                                                   =============

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 AFS.

Effective January 2004, the revolving line of credit was extended. The revolving
line of credit now  expires on June 28,  2005.  In  addition,  the total  amount
available under the revolving line of credit has been increased to $65,700,000.



                                       26
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


12. Reserves, impairment losses and provisions for doubtful accounts:

                                                 Allowance for   Allowance for
                                                   doubtful        doubtful
                                 Reserve for      accounts -      accounts -
                                 losses and          Other         Accounts
                                 impairments      Receivables     Receivables

    Balance December 31, 2000      $ 2,224,816        $ 100,605             $ -
    Charge offs                                        (100,605)        100,605
    Provision                                -                -          64,680
                               ---------------- ---------------- ---------------
    Balance December 31, 2001        2,224,816                -         165,285
    Provision (recovery)               487,872                -         (90,000)
    Charge offs                     (2,712,688)               -               -
                               ---------------- ---------------- ---------------
    Balance December 31, 2002                -                -          75,285
    Provision                          543,426                -         102,000
    Charge offs                       (543,426)                         (78,000)
                               ---------------- ---------------- ---------------
    Balance December 31, 2003              $ -              $ -        $ 99,285
                               ================ ================ ===============

In 2003 it came  to the  Company's  attention  that  the  amounts  recorded  for
impairments of covered rail hopper cars as of December 31, 2002 was  understated
by $539,000.  During the three months ended March 31, 2003, the Company recorded
additional  impairment  losses of  $539,000 to correct  the  accounting  for the
transaction.  The Company  does not believe  that this amount is material to the
period in which it should  have been  recorded,  nor that it is  material to the
Company's operating results for the year ending December 31, 2003.

The impact on 2002 would be a reduction of members'  equity and of net income of
$539,000 ($0.04 per Limited Liability Company unit). Net loss for the year ended
December 31, 2003 would be decreased  by $539,000  ($0.04 per Limited  Liability
Company unit).









                                       27
<PAGE>

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

None.

Item 9A.  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) 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 the chief  financial  officer  concluded  that, as of the
evaluation date,  except as noted below, 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.

Due to the increased scrutiny and reporting  requirements of Sarbanes-Oxley,  it
came to the  attention of the chief  executive  officer and the chief  financial
officer of the  Partnership in connection  with the audit of the Partnership for
the year ended December 31, 2003, that enhanced internal controls were needed to
facilitate a more effective closing of the Partnership's  financial  statements,
and that this would require additional skilled personnel.  To address this issue
the  Partnership  has taken steps to upgrade the accounting  staff and will take
additional steps in 2004 to add personnel to its accounting department to ensure
that the  Partnership's  ability to execute internal  controls in accounting and
reconciliation  in the closing  process  will be adequate  in all  respects.  It
should be noted that the  control  issues  affecting  the  closing  process  and
disclosure  did not  materially  affect the  accuracy  and  completeness  of the
Partnership's  financial reporting and disclosure  reflected in this report, and
the audited  financial  statements  included herein contain no  qualification or
limitation on the scope of the auditor's opinion.

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,  except as described in the prior
paragraphs.


                                    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



                                       28
<PAGE>

Dean L. Cash,  age 53, 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 50,  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 55, joined ATEL in 1986 as controller. Prior to joining
ATEL, Mr. Carpenter was an audit supervisor with Laventhol & Horwath,  certified
public accountants in San Francisco, California, from 1983 to 1986. From 1979 to
1983,  Mr.  Carpenter  was an  audit  senior  with  Deloitte,  Haskins  & Sells,
certified public accountants,  in San Jose,  California.  From 1971 to 1975, Mr.
Carpenter was a Supply Corp officer in the U. S. Navy. Mr. Carpenter  received a
B.S. degree in mathematics  (magna cum laude) from California State  University,
Fresno in 1971 and completed a second major in accounting in 1978. Mr. Carpenter
has been a California certified public accountant since 1981.

Vasco H. Morais, age 45, 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.

Audit Committee

ATEL Leasing Corporation is the managing member of ATEL Financial Services, LLC.
ATEL Financial Services LLC is the General Partner of the registrant.  The board
of  directors  of ATEL Leasing  Corporation  acts as the audit  committee of the
registrant.  Dean L. Cash and  Paritosh  K.  Choksi are  members of the board of
directors  of  ALC  and  are  deemed  to be  financial  experts.  They  are  not
independent of the Partnership.

Code of Ethics

ACG on  behalf  of AFS and ALC  has  adopted  a code  of  ethics  for its  Chief
Executive  Officer,  Chief Financial Officer and Chief Accounting  Officer.  The
Code of Ethics is included as Exhibit 14.1 to this report.


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 AFS and its Affiliates.  The amount of such remuneration paid for the
years  ended  December  31,  2003,  2002 and 2001 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 AFS. 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.



                                       29
<PAGE>

Acquisition Fees

Acquisition  fees were paid to AFS 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 AFS or their Affiliates was 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 was $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,  AFS 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,  AFS 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

As compensation for services  rendered in connection with the sale of equipment,
AFS 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,  AFS 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) AFS 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)  AFS  or its  affiliates  have  rendered  substantial
re-leasing  services  in  connection  with  such  re-lease  and  (iv) AFS 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 AFS. See the statements of income  included in Item 8 of this
report for the amounts  allocated  to the General and Limited  Partners in 2003,
2002 and 2001.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  2003,  no  investor  is  known  to the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.



                                       30
<PAGE>

Security Ownership of Management

The ultimate  shareholders of AFS 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.

AFS 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.


Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

During the most recent two years, the Partnership incurred audit, audit related,
tax and other fees with its principal auditors as follows:

                                               2003            2002
                                               ----            ----
          Audit fees                       $      30,302   $       25,017
          Audit related fees                           -                -
          Tax fees                                32,550           31,561
          Other                                        -                -
                                          --------------- ----------------
                                                $ 62,852         $ 56,578
                                          =============== ================

ATEL Leasing Corporation is the managing member of ATEL Financial Services, LLC.
ATEL Financial Services LLC is the General Partner of the registrant. The board
of directors of ATEL Leasing Corporation acts as the audit committee of the
registrant. Engagements for audit services, audit related services and tax
services are approved in advance by the Chief Financial Officer of ATEL Leasing
Corporation acting as a member of the board of directors of that company.




                                       31
<PAGE>

                                     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, 2003 and 2002

          Statements of Operations for the years ended  December 31, 2003,  2002
          and 2001

          Statements  of  Changes  in  Partners'  Capital  for the  years  ended
          December 31, 2003, 2002 and 2001

          Statements of Cash Flows for the years ended  December 31, 2003,  2002
          and 2001

          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 2003 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)

          (14.1) Code of Ethics

          (31.1) Certification of Paritosh K. Choksi

          (31.2) Certification of Dean L. Cash

          (32.1)  Certification  Pursuant to 18 U.S.C.  section  1350 of Dean L.
          Cash

          (32.2) Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K.
          Choksi



                                       32
<PAGE>

                                   SIGNATURES


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



Date:     3/26/2004

                       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)







                                       33
<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 Executive       3/26/2004
-----------------------   Officer of ATEL Financial Services, LLC
         Dean Cash




   /s/ Paritosh K. Chok  Executive Vice President and director of      3/26/2004
-----------------------   ATEL Financial Services, LLC, Principal
     Paritosh K. Choksi   financial officer of registrant;
                          principal financial officer and director
                          of ATEL Financial Services, LLC





  /s/ Donald E. Carpent  Principal accounting officer of               3/26/2004
-----------------------   registrant; principal accounting officer
    Donald E. Carpenter   of ATEL 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.



                                       34
<PAGE>