UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-KSB
                   |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, 2004

                         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-KSB
or any amendment to this Form 10-KSB. |X|


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

State the issuer's revenues for the most recent fiscal year: $3,364,344.

The number of Limited  Partnership Units outstanding as of December 31, 2004 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.



                                       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, 2004.

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.

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 2004 and 2003, certain lessees generated  significant
portions of the Partnership's total lease revenues as follows:

                                              Percentage of Total Lease Revenues
Lessee                   Type of Equipment        2004            2003
Union Pacific Railroad   Railroad Auto Racks       28%            13%
Florida Canyon Mining    Mining                     *             22%

*  Less than 10%

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

The equipment leasing industry is highly competitive.  Equipment  manufacturers,
corporations, partnerships and others offer users an alternative to the purchase
of most types of equipment with payment terms 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.



                                       2
<PAGE>

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, 2004 and
the industries to which the assets have been leased.

<TABLE>
<CAPTION>
                                                  Purchase Price Excluding     Percentage of Total
Asset Types                                          Acquisition Fees              Acquisitions
<S>                                                    <C>                               <C>
Transportation, over-the-road tractors and trailers    $34,546,518                       18.47%
Furniture, 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%
                                                    ===============               ==============
</TABLE>

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

<TABLE>
<CAPTION>
                                                  Purchase Price Excluding     Percentage of Total
Industry of Lessee                                   Acquisition Fees             Acquisitions
<S>                                                    <C>                               <C>
Transportation, rail                                   $45,670,556                       24.42%
Mining                                                  29,823,055                       15.95%
Oil & gas                                               21,301,523                       11.39%
Retail, foods                                           11,215,586                        6.00%
Food processing                                          9,828,623                        5.26%
Construction                                             9,410,789                        5.03%
Chemicals                                                9,075,487                        4.85%
Retail, restaurant                                       8,528,067                        4.56%
Transportation, other                                    8,311,346                        4.44%
Primary metals                                           7,526,037                        4.02%
Manufacturing, other                                     6,815,862                        3.64%
Manufacturing, auto/truck                                6,690,185                        3.58%
Printing                                                 4,707,508                        2.52%
Other *                                                  8,090,533                        4.34%
                                                    ---------------               --------------
                                                      $186,995,157                      100.00%
                                                    ===============               ==============
</TABLE>

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

Through December 31, 2004, 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                                         $65,974,661    $33,831,027   $54,473,053
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                                                   21,030,193      6,988,204    23,422,962
                                                    --------------- -------------- -------------
                                                      $147,634,665    $60,471,310  $132,043,140
                                                    =============== ============== =============
</TABLE>

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

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 2004,  see Note 3 to the financial  statements,  Investments  in
equipment and leases, as set forth in Part II, Item 7, Financial  Statements and
Supplementary Data.



                                       3
<PAGE>

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

Railroad Technology Corporation:

Railroad  Technology  Corporation  ("RTC")  was  engaged by the  Partnership  to
perform  remarketing of certain rail car assets. The dispute involves the amount
that is due under the contract and how that amount is to be determined.  RTC has
filed a claim for  $1,131,254.  The General Partner  believes,  as a result of a
cross-complaint  for breach of  fiduciary  duty,  that the amount owed under the
contract  is  approximately  $0 to  $250,000  and  recorded a  liability  in the
financial statements of the Partnership as of December 31, 2004.




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

There are certain material  conditions and restrictions on the transfer of Units
imposed by the terms of the Limited Partnership Agreement.  Consequently,  there
is no public market for Units and it is not anticipated that a public market for
Units will develop. In the absence of a public market for the Units, there is no
currently ascertainable fair market value for the Units.

Holders

As of December 31, 2004,  a total of 7,035  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,  2004.  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,  2005.  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,  2004,  the  value  of the  Partnership's  assets,
calculated  on this  basis,  was  approximately  $1.11 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.



                                       4
<PAGE>

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.

Two distributions were made from cash generated from 2004 operations.  The first
distribution  was made in July  2004.  The rate was $0.13 per Unit.  The  second
distribution was made in January 2005 and the rate was $0.20 per Unit.

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.

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

Statements  contained in this Item 6,  "Management's  Discussion and Analysis of
Financial  Condition  and Results of  Operations,"  and  elsewhere  in this Form
10-KSB, 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  form those  projected.  In  particular,  economic
recession and changes in general economic conditions, including, fluctuations in
demand for equipment,  lease rates,  and interest rates, may result in delays in
investment and reinvestment,  delays in leasing,  re-leasing, and disposition of
equipment,   and  reduced  returns  on  invested   capital.   The  Partnership's
performance   is  subject  to  risks   relating  to  lessee   defaults  and  the
creditworthiness of its lessees. The Fund's performance is also subject to risks
relating to the value of its  equipment  at the end of its leases,  which may be
affected by the condition of the equipment,  technological  obsolescence and the
markets for new and used  equipment  at the end of lease  terms.  Investors  are
cautioned not to attribute undue certainty to these forward-looking  statements,
which speak only as of the date of this Form 10-KSB.  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-KSB or to reflect  the
occurrence of unanticipated events, other than as required by law.

Capital Resources and Liquidity

The Partnership's public offering provided for a total maximum capitalization of
$125,000,000.

The  liquidity of the  Partnership  will vary in the future,  increasing  to the
extent cash flows from leases and proceeds from asset sales exceed expenses, and
decreasing as  distributions  are made to the limited partners and to the extent
expenses exceed cash flows from leases and proceeds from asset sales.

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  participated  with  AFS and  certain  of its  affiliates  in a
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.  As of July 15, 2004, the
Partnership is no longer a participant in the line of credit facility.

As of December 31, 2004 and 2003, cash balances consisted of working capital and
amounts  reserved for  distributions  in January 2005 and 2004,  generated  from
operations in 2004 and 2003, respectively.

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 $62,498,578 of
non-recourse  debt. As of December 31, 2004,  the remaining  unpaid  balance was
$4,106,709.  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  7,  Financial  Statements  and  Supplementary  Data,  for  additional
information regarding non-recourse debt.



                                       5
<PAGE>

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

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

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

Cash Flows

In 2004 and 2003, operating lease rents were the Partnership's primary source of
cash flows from operating activities.  Cash flows from operations increased from
$988,239 in 2003 to $1,450,650  in 2004, an increase of $462,411.  This increase
was mainly due to two  factors;  (i)  operating  lease  revenues  improved  from
$2,563,288  in 2003 to $2,741,453 in 2004, an increase of $178,165 and (ii) gain
on sale of assets increased from $127,423 in 2003 to $457,269 in 2004.

Sources of cash from investing activities consisted of improvements on equipment
on operating leases,  rents from direct financing leases and proceeds from sales
of lease  assets.  Financing  lease  rents  increased  from  $465,430 in 2003 to
$644,651  in 2004,  a increase  of  $179,221.  Proceeds  from the sales of lease
assets are not expected to be consistent from one period to another as the sales
of lease  assets  are  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  improved from
$821,919 in 2003 to $1,203,720 in 2004, an increase of $381,801. The assets that
were sold in 2004 had an original costs of approximately $6,122,000.  The assets
sold in 2003 had an original cost of approximately  $4,965,000.  In 2003, assets
sold consist primarily of containers.  In 2004, assets sold consisted largely of
rail  transportation,  construction  equipment  and  containers.  In  2004,  the
Partnership  spent $2,527,416 on improvements of equipment on operating  leases.
This was absent in 2003.

Cash  flows  used  in  financing   activities  consisted  of  the  repayment  of
non-recourse debt and the  distributions to the limited partners.  Repayments of
non-recourse  debt  increased  from  $421,442  in  2003  to  $537,572  in  2004.
Distributions  to limited  partners  dipped  slightly from $3,437,499 in 2003 to
$3,433,577  in 2004.  Cash  provided  by  financing  activities  consisted  of a
non-recourse  debt of $4,180,667  assumed for the  acquisition  of auto racks on
operating leases due to the renewal of a particular  lease. This compares to the
non-recourse note payable of $217,596 assumed in 2003.

Results of Operations

As of December 31, 2004,  significant  amounts of the Partnership's  assets were
leased to lessees in certain industries as follows.

Rail transportation                  67%
Mining                               22%

Cost  reimbursements  to General  Partner are based on costs  incurred by AFS in
performing  administrative  services for the  Partnership  that are allocated to
each  Partnership that AFS manages based on certain criteria such as existing or
new  leases,  number  of  investors  or  equity  depending  on the  type of cost
incurred.  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.

Operations in 2004 resulted in a net income of $353,616  compared to net loss of
$916,504 in 2003.  Operating  lease revenues have edged up by $178,165 from 2003
to 2004. Direct financing lease revenues have decreased by $187,537 from 2003 to
2004. The  Partnership  is the  liquidation  phase of its life cycle.  As leases
mature,  the assets are returned to inventory and are  subsequently  sold.  This
reduces  the  amounts of  equipment  actually  on lease and  producing  revenue.
Decreasing operating lease revenues is the trend expected 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 increased by $329,846 from 2003 to
2004.

Interest  expense  has  increased  as a  result  of the  assumption  of the  new
non-recourse debt in 2004.  Interest expense amounted to $145,841 and $32,249 in
2004 and 2003, respectively.

Equipment management fees are based on the revenues of the Partnership. As those
revenues have increased slightly in 2004, the equipment and incentive management
fees increased from $195,683 in 2003 to $203,007 in 2004.



                                       6
<PAGE>

In 2004,  upon review of the carrying  values of its assets on leases and assets
held for lease or sale,  management  determined  that there was no impairment in
value of these assets. Also upon review of the outstanding  receivables in 2004,
the provision for doubtful accounts declined from $102,000 in 2003 to $11,288 in
2004.

Recent Accounting Pronouncements

On October 13, 2004, the FASB concluded that SFAS No. 123R,  Share-Based Payment
("SFAS 123R"), which requires all companies to measure compensation cost for all
share-based payments (including stock options and employee stock purchase plans)
at fair value,  will be  effective  for public  companies  for interim or annual
periods beginning after June 15, 2005.  Nonpublic  companies will be required to
adopt the new statement at the  beginning of the first annual  period  beginning
after  December 15, 2005. The  Partnership  does not expect the adoption of SFAS
123R to have a material impact on its financial statements.

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
Partnership  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 Partnership 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  adopted FIN 46-R as of March 31, 2004. The adoption of FIN 46-R
did not have a material impact on the Partnership's financial position,  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.



                                       7
<PAGE>

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.

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 Partnership'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 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Report of  Independent  Registered  Public  Accounting  Firm,  Financial
Statements and Notes to Financial  Statements attached hereto at pages 9 through
24.



                                       8
<PAGE>

   REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

We have audited the accompanying balance sheet of ATEL Cash Distribution Fund V,
L.P.  (Partnership)  as of December  31,  2004,  and the related  statements  of
operations,  changes in  partners'  capital,  and cash flows for each of the two
years in the period ended December 31, 2004. 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 the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
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, 2004,  and the results of its operations and its cash flows
for each of the two years in the period ended  December 31, 2004,  in conformity
with U.S. generally accepted accounting principles.

                                                           /s/ ERNST & YOUNG LLP

San Francisco, California
March 9, 2005


                                       9
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                  BALANCE SHEET

                                DECEMBER 31, 2004


                                     ASSETS


Cash and cash equivalents                                           $ 3,421,926

Accounts receivable, net of allowance for doubtful accounts of
   $113,285                                                             298,647

Investments in equipment and leases                                  12,555,495
                                                                   -------------
Total assets                                                       $ 16,276,068
                                                                   =============


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                   $ 4,106,709

Accounts payable and accruals:
     General Partner                                                     93,997
     Other                                                              625,855

Accrued interest payable                                                 17,577

Unearned lease income                                                       889
                                                                   -------------
Total liabilities                                                     4,845,027

Partners' capital:
     General Partner                                                    197,278
     Limited Partners                                                11,233,763
                                                                   -------------
Total Partners' capital                                              11,431,041
                                                                   -------------
Total liabilities and Partners' capital                            $ 16,276,068
                                                                   =============

                             See accompanying notes.



                                       10
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                               2004            2003
Revenues:
Leasing activities:
<S>                                                          <C>             <C>
   Operating leases                                          $ 2,741,453     $ 2,563,288
   Direct financing leases                                       105,750         293,287
   Leveraged leases                                                    -           2,356
   Gain on sales of assets                                       457,269         127,423
Interest income                                                   28,692          22,516
Other                                                             31,180          10,570
                                                           -------------- ---------------
                                                               3,364,344       3,019,440

Expenses:
Depreciation of operating lease assets                         1,095,445       1,405,433
Cost reimbursements to General Partner                           566,657         609,519
Impairment losses                                                      -         543,426
Railcar maintenance                                              276,630         497,751
Equipment and incentive management fees to General Partner       203,007         195,683
Interest expense                                                 145,841          32,249
Other management fees                                            130,142         106,639
Professional fees                                                 91,791         100,656
Provision for doubtful accounts                                   11,288         102,000
Amortization of initial direct costs                               5,145          21,518
Other                                                            484,782         321,070
                                                           -------------- ---------------
                                                               3,010,728       3,935,944
                                                           -------------- ---------------
Net income (loss)                                              $ 353,616      $ (916,504)
                                                           ============== ===============

Net income (loss):
     General Partner                                             $ 3,536        $ (9,165)
     Limited Partners                                            350,080        (907,339)
                                                           -------------- ---------------
                                                               $ 353,616      $ (916,504)
                                                           ============== ===============

Net income (loss) per Limited Partnership unit                    $ 0.03         $ (0.07)

Weighted average number of units outstanding                  12,471,600      12,471,600
</TABLE>

                             See accompanying notes.



                                       11
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

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

Distributions to Limited Partners ($0.28 per Unit)                     (3,433,577)            -      (3,433,577)
Net income                                                                350,080         3,536         353,616
                                                    --------------- ---------------------------- ---------------
Balance December 31, 2004                               12,471,600    $11,233,763     $ 197,278    $ 11,431,041
                                                    =============== ============================ ===============
</TABLE>



                             See accompanying notes.



                                       12
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                               2004            2003
Operating activities:
<S>                                                            <C>            <C>
Net income (loss)                                              $ 353,616      $ (916,504)
Adjustment to reconcile net income to net cash provided by
   operating activities:
     Depreciation of operating lease assets                    1,095,445       1,405,433
     Amortization of initial direct costs                          5,145          21,518
     Leveraged lease income                                            -          (2,356)
     Gain on sales of assets                                    (457,269)       (127,423)
     Impairment losses                                                 -         543,426
     Provision for doubtful accounts                              11,288         102,000
     Changes in operating assets and liabilities:
         Accounts receivable                                      68,785         (59,983)
         Accounts payable, General Partner                       (77,955)         56,562
         Accounts payable, other                                 459,229         (29,251)
         Accrued interest payable                                 15,016          (1,042)
         Unearned lease income                                   (22,650)         (4,141)
                                                           -------------- ---------------
Net cash provided by operating activities                      1,450,650         988,239

Investing activities:
Improvements of equipment on operating leases                 (2,527,416)              -
Proceeds from sales of assets                                  1,203,720         821,919
Reduction of net investment in direct financing leases           644,651         465,430
                                                           -------------- ---------------
Net cash provided by (used in) investing activities             (679,045)      1,287,349

Financing activities:
Distributions to Limited Partners                             (3,433,577)     (3,437,499)
Repayments of non-recourse debt                                 (537,572)       (421,442)
Proceeds of non-recourse debt                                  4,180,667         217,596
                                                           -------------- ---------------
Net cash provided by (used in) financing activities              209,518      (3,641,345)
                                                           -------------- ---------------

Net (decrease) increase in cash and cash equivalents             981,123      (1,365,757)
Cash and cash equivalents at beginning of year                 2,440,803       3,806,560
                                                           -------------- ---------------
Cash and cash equivalents at end of year                     $ 3,421,926     $ 2,440,803
                                                           ============== ===============

Supplemental disclosures of cash flow information:
Cash paid during the year for interest                         $ 130,825        $ 33,291
                                                           ============== ===============
</TABLE>



                             See accompanying notes.


                                       13
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


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,  2004,  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 on a straight line basis over the lives of the
related leases.





                                       14
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


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.

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, 2004:


         Financial statement basis of net assets                $ 11,431,041
         Tax basis of net assets (unaudited)                      16,251,314
                                                              ---------------
         Difference                                              $ 4,820,273
                                                              ===============

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.



                                       15
<PAGE>

                      ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


2. Summary of significant accounting policies (continued):

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

                                                   2004            2003
Net (loss) income per financial statements         $ 353,616      $ (916,504)
Adjustment to depreciation expense                   512,717         323,733
Provisions for losses and doubtful accounts           14,000         645,426
Adjustments to revenues                            1,039,059      (2,143,250)
                                               -------------- ---------------
Net income (loss) per federal tax return         $ 1,919,392    $ (2,090,595)
                                               ============== ===============

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

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, 2004.



                                       16
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


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, 2004 and for the two
years  ended  December  31,  2004 have been  prepared  in  accordance  with U.S.
generally accepted accounting  principles.  Certain prior year amounts have been
reclassified to conform to the current year presentation.

Recent accounting pronouncements:

On October 13, 2004, the FASB concluded that SFAS No. 123R,  Share-Based Payment
("SFAS 123R"), which requires all companies to measure compensation cost for all
share-based payments (including stock options and employee stock purchase plans)
at fair value,  will be  effective  for public  companies  for interim or annual
periods beginning after June 15, 2005.  Nonpublic  companies will be required to
adopt the new statement at the  beginning of the first annual  period  beginning
after  December 15, 2005. The  Partnership  does not expect the adoption of SFAS
123R to have a material impact on its financial statements.



                                       17
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


2. Summary of significant accounting policies (continued):

Recent accounting pronouncements (continued):

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  adopted FIN 46-R as of March 31, 2004. The adoption of FIN 46-R
did not have a material impact on the Partnership's financial position,  results
of operations or liquidity.




                                       18
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


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,                 Direct Financing  ifications or    December 31,
                                          2003        Additions        Leases        Dispositions       2004
<S>                                     <C>            <C>            <C>            <C>           <C>
Net investment in
   operating leases                     $11,027,461    $ 2,527,416    $(1,095,445)   $ (312,464)   $ 12,146,968
Net investment in direct
   financing leases                         644,651              -       (644,651)            -               -
Assets held for sale or
   lease, net of accumulated
   depreciation of $306,133
   in 2004 and $719,138 in 2003             836,940              -              -      (433,987)        402,953
Initial direct costs, net of
   accumulated amortization
   of $220,900 in 2004 and
   $215,755 in 2003                          10,719              -         (5,145)            -           5,574
                                      -------------- -------------- ---------------------------- ---------------
                                        $12,519,771    $ 2,527,416    $(1,745,241)   $ (746,451)   $ 12,555,495
                                      ============== ============== ============================ ===============
</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 for the year ended December 31, 2003.
There was no  provision  for  decline in value for the year ended  December  31,
2004.

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:

                                                      2004           2003
Depreciation of operating lease assets              $ 1,095,445     $1,405,433
Impairment losses                                             -        543,426
                                                 --------------- --------------
                                                    $ 1,095,445    $ 1,948,859
                                                 =============== ==============

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



                                       19
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


3. Investments in equipment and leases (continued):

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                      Reclassi-
                                      December 31,                  fications or   December 31,
                                          2003        Additions      Dispositions     2004
<S>                                     <C>            <C>            <C>           <C>
Transportation                          $22,978,415    $ 2,527,416    $(1,656,972)  $23,848,859
Manufacturing                             1,470,000              -              -     1,470,000
Construction                              1,578,088              -     (1,578,088)            -
Materials handling                           35,624              -            400        36,024
                                      -------------- -------------- -------------- -------------
                                         26,062,127      2,527,416     (3,234,660)   25,354,883
Less accumulated depreciation           (15,034,666)    (1,095,445)     2,922,196   (13,207,915)
                                      -------------- -------------- -------------- -------------
                                        $11,027,461    $ 1,431,971     $ (312,464)  $12,146,968
                                      ============== ============== ============== =============
</TABLE>

At December 31, 2004,  the aggregate  amounts of future  minimum lease  payments
under operating leases are as follows:


                           Year ending
                          December 31,
                                 2005    $ 2,154,828
                                 2006      1,910,941
                                 2007      1,469,329
                                 2008      1,145,899
                                 2009      1,142,749
                                 2010        483,698
                                      ---------------
                                         $ 8,307,444
                                      ===============

Direct financing leases:

As of December 31, 2004, there were no investments in direct financing leases.



                                       20
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


4. Non-recourse debt:

At December 31, 2004,  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 5.0% to 7.1%. The notes are
secured by assignments of lease payments and pledges of assets.  At December 31,
2004, the carrying value of the pledged assets is approximately $4,483,159.  The
notes mature from 2006 through 2010.

As of December 31, 2004,  future minimum  payments of  non-recourse  debt are as
follows:

                  Year ending
                 December 31,    Principal      Interest         Total
                         2005      $ 756,708      $ 193,024      $ 949,732
                         2006        705,716        152,625        858,341
                         2007        727,412        116,807        844,219
                         2008        764,994         79,226        844,220
                         2009        804,517         39,702        844,219
                         2010        347,362          4,396        351,758
                               -------------- -------------- --------------
                                 $ 4,106,709      $ 585,780    $ 4,692,489
                               ============== ============== ==============


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.

Cost  reimbursements  to General  Partner are based on costs  incurred by AFS in
performing  administrative  services for the  Partnership  that are allocated to
each  Partnership that AFS manages based on certain criteria such as existing or
new  leases,  number  of  investors  or  equity  depending  on the  type of cost
incurred.  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.



                                       21
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


5. Related Party Transactions (continued):
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 2004 and 2003:

<TABLE>
<CAPTION>
                                                              2004            2003
<S>                                                           <C>             <C>
Costs reimbursed to General Partner                           $ 566,657       $ 609,519
Incentive and equipment management fees to General Partner      203,007         195,683
                                                          -------------- ---------------
                                                              $ 769,664       $ 805,202
                                                          ============== ===============
</TABLE>

The General  Partner  makes  certain  payments to third parties on behalf of the
Partnership for convenience  purposes.  During the years ended December 31, 2004
and 2003,  the General  Partner  made such  payments of $213,166  and  $374,179,
respectively.

6. Partners' capital:

As of  December  31,  2004,  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.


                                       22
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004



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, 2004, 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:

         Rail transportation          67%
         Mining                       22%

During 2004,  one customer  comprised  28% of the  Partnership's  revenues  from
leases.   During  2003,  two  customers  each  comprised  22%  and  13%  of  the
Partnership's revenues from leases.

8. Fair value of financial instruments:

The recorded amounts of the Partnership's  cash and cash  equivalents,  accounts
receivable,  accounts payable and accruals at December 31, 2004 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, 2004 is $4,011,899.

9. Selected quarterly data (unaudited):

<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>
<TABLE>
<CAPTION>

                                              March 31,       June 30,    September 30,   December 31,
Quarter ended                                    2004           2004          2004            2004

<S>                                              <C>            <C>           <C>           <C>
Total revenues                                   $ 685,320      $ 781,184     $ 758,913     $ 1,138,927
Net income (loss)                                 $ 14,749     $ (117,192)     $ 32,318       $ 423,741
Net income (loss) per limited partnership unit     $ (0.00)       $ (0.01)       $ 0.00          $ 0.04
</TABLE>


                                       23
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004


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

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

         Balance December 31, 2002                     -        75,285
         Provision                               543,426       102,000
         Charge offs                            (543,426)      (78,000)
                                           -------------- -------------
         Balance December 31, 2003                     -        99,285
         Provision                                     -        11,288
         Charge offs                                   -         2,712
                                           -------------- -------------
         Balance December 31, 2004                   $ -     $ 113,285
                                           ============== =============

In 2003 it came to the  Partnership'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  Partnership
recorded additional  impairment losses of $539,000 to correct the accounting for
the  transaction.  The Partnership 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 Partnership's operating results for the year ending December 31, 2003.

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

11. Guarantees:

The   Partnership   enters   into   contracts   that   contain  a   variety   of
indemnifications. The Partnership's maximum exposure under these arrangements is
unknown. However, the Partnership has not had prior claims or losses pursuant to
these contracts and expects the risk of loss to be remote.





                                       24
<PAGE>

Item  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURES

None.

Item 8A.  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, our disclosure  controls and procedures were effective for the
purposes of recording, processing, summarizing, and timely reporting information
required to be disclosed by us in the reports that we file under the  Securities
Exchange Act of 1934; and that such  information is accumulated and communicated
to our  management  in  order  to  allow  timely  decisions  regarding  required
disclosure.

Changes in internal controls

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


                                    PART III

Item 9.  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 100% by Dean Cash.

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

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

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

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

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

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

Dean L. Cash,  age 54, 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.



                                       25
<PAGE>

Paritosh K.  Choksi,  age 51,  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 56, 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 46, 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 10.  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,  2004 and 2003 is set forth in Item 7 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.

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.



                                       26
<PAGE>

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 7 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 7 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,
$922 have been accrued and are unpaid.

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 7 of this
report for the amounts allocated to the General and Limited Partners in 2004 and
2003.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  2004,  no  investor  is  known  to the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.

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               Dean Cash                     Initial Limited Partner Units   0.0002%
                                      600 California Street, 6th Floor    25 Units ($250)
                                        San Francisco, CA 94108           (owned by wife)
</TABLE>



                                       27
<PAGE>

Changes in Control

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

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 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  responses  to Item 1 of this report  under the caption  "Equipment  Leasing
Activities," Item 7 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 10 of this report  under the caption
"Executive Compensation," are hereby incorporated by reference.

Item 13.  EXHIBITS AND REPORTS FILED ON 8-K


  (a)    Reports on Form 8-K for the fourth quarter of 2004 None

  (b)    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

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:

                                          2004            2003

         Audit fees                    $     24,041     $    30,302
         Audit related fees                       -               -
         Tax fees                            25,792          32,550
         Other                                    -               -
                                      -------------- ---------------
                                           $ 49,833        $ 62,852
                                      ============== ===============


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 on behalf the board of directors of ATEL Leasing  Corporation
in its role as the audit committee of the Partnership.




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<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:    3/29/2005

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


By:      ATEL Financial Services, LLC
         General Partner of Registrant



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




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







                                       29
<PAGE>

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


             SIGNATURE               CAPACITIES                         DATE



      /s/ Dean Cash             President, Chairman and Chief          3/29/2005
-------------------------------  Executive Officer of ATEL Financial
       Dean Cash                 Services, LLC




 /s/ Paritosh K. Choksi         Executive Vice President and director  3/29/2005
-------------------------------  of ATEL Financial Services, LLC,
   Paritosh K. Choksi            Principal financial officer of
                                 registrant; principal financial
                                 officer and director of ATEL
                                 Financial Services, LLC





/s/ Donald E. Carpenter         Principal accounting officer of        3/29/2005
-------------------------------  registrant; principal accounting
  Donald E. Carpenter            officer of ATEL Financial Services,
                                 LLC






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-KSB,  and copies thereof will be furnished  supplementally  to
the Commission when forwarded to the security holders.



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