Form 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                |X|  Annual report pursuant to section 13 or 15(d) of the
                     Securities Exchange Act of 1934 (no fee required) For the
                     Year Ended December 31, 2001

                                                       OR

                |_|  Transition report pursuant to section 13 or 15(d) of the
                     Securities Exchange Act of 1934 (no fee required) For the
                     transition period from ____ to ____

                         Commission File number 0-23842

                       ATEL Cash Distribution Fund V, L.P.

          California                                            94-3165807
(State or other jurisdiction of                             (I. R. S. Employer
incorporation or organization)                              Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (415) 989-8800
        Securities registered pursuant to section 12(b) of the Act: None

Securities  registered pursuant to section 12(g) of the Act: Limited Partnership
Units

Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes |X| No |_|

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

                       DOCUMENTS INCORPORATED BY REFERENCE

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.


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |X|


                                       1
<PAGE>

                                     PART I

Item 1:  BUSINESS

General Development of Business

ATEL Cash  Distribution Fund V, L.P. (the Partnership) was formed under the laws
of the state of California in September 1992. The Partnership was formed for the
purpose  of  acquiring  equipment  to  engage  in  equipment  leasing  and sales
activities.

The  Partnership  conducted  a public  offering of  12,500,000  units of Limited
Partnership  interest  (Units) at a price of $10 per Unit.  As of  November  15,
1994, the  Partnership  had received and accepted  subscriptions  for 12,500,000
($125,000,000)  Limited  Partnership  Units in addition  to the Initial  Limited
Partners' Units and the offering was terminated. Of those Units, 12,497,000 were
issued and  outstanding  as of December  31,  2001.  Of the  proceeds  received,
$11,875,000 was paid to ATEL Securities  Corporation,  a wholly-owned subsidiary
of  ATEL  Financial  Services  LLC  (ATEL)  (the  General  Partner),   as  sales
commissions,  $5,738,415 was paid to the General  Partner as  reimbursements  of
organization  and  other   syndication   costs,   $1,875,000  was  reserved  for
repurchases  of Units and  working  capital  and  $105,511,585  has been used to
acquire leased equipment,  including  acquisition fees paid or to be paid to the
General Partner.  Prior to converting to a limited liability company  structure,
the General Partner was formerly known as ATEL Financial Corporation.

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

Narrative Description of Business

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

The Partnership only purchased  equipment for which a lease existed or for which
a lease would be entered into at the time of the purchase.  The  Partnership has
completed its initial  acquisition stage with the investment of the net proceeds
from the public offering of Units.

As of December 31, 2001, the  Partnership  had purchased  equipment with a total
acquisition price of $186,995,157.

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



                                       2
<PAGE>

The General  Partner  sought to limit the amount  invested in  equipment  to any
single lessee to not more than 20% of the aggregate  purchase price of equipment
owned at any time during the reinvestment period.

During 2001, 2000 and 1999,  certain lessees generated  significant  portions of
the Partnership's total lease revenues as follows:

                                                   Percentage of Total
                                                    Lease Revenues
         Lessee               Type of Equipment  2001      2000      1999
Tarmac America                Construction        16%        *         *
Burlington Northern Railroad  Locomotives         13%       11%        *
Florida Canyon Mining         Mining              13%       11%        *

*  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 which vary widely depending on the
lease term and type of  equipment.  The ability of the  Partnership  to keep the
equipment leased and/or operating and the terms of the acquisitions,  leases and
dispositions  of equipment  depends on various factors (many of which are not in
the control of the General Partner or the Partnership), such as general economic
conditions, including the effects of inflation or recession, and fluctuations in
supply and demand for various  types of equipment  resulting  from,  among other
things, technological and economic obsolescence.

The business of the Partnership is not seasonal.

The Partnership has no full time employees.

Equipment Leasing Activities

Through December 31, 2001, the Partnership has disposed of certain leased assets
as set forth below:

<TABLE>
<CAPTION>
                                       Original
                                     Equipment Cost,                              Excess of
        Type of                        Excluding                                  Rents Over
       Equipment                     Acquisition Fees     Sales Price             Expenses *
<S>                                   <C>                    <C>                 <C>
Transportation                        $40,033,043            $20,081,755         $ 33,096,353
Furniture, fixtures and office
   equipment                           22,209,670              8,314,618           18,925,245
Mining equipment                       19,398,685              7,638,224           15,137,215
Materials handling                     12,911,811              2,553,910           13,589,562
Office automation                       4,593,822                970,163            4,813,683
Other                                   8,778,899              3,777,346            8,813,000
                                  ----------------       ----------------     ----------------
                                     $107,925,930            $43,336,016         $ 94,375,058
                                  ================       ================     ================
</TABLE>
* Includes only those expenses directly related to the production of the related
rents.



                                       3
<PAGE>

The Partnership has acquired a diversified portfolio of equipment. The equipment
has been leased to lessees in various industries. The following tables set forth
the types of equipment acquired by the Partnership through December 31, 2001 and
the industries to which the assets have been leased.

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

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

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

For further information regarding the Partnership's equipment lease portfolio as
of December 31, 2001,  see Note 3 to the financial  statements,  Investments  in
equipment  and  leases,   set  forth  in  Item  8,   Financial   Statements  and
Supplementary Data.


Item 2.  PROPERTIES

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




                                       4
<PAGE>

Item 3.  LEGAL PROCEEDINGS

The  following is a discussion of legal matters  involving the  Partnership  but
which do not represent claims against the Partnership or its assets,  except for
the claim by Republic Financial  Corporation  described below. No other material
legal  proceedings are currently  pending against the Partnership or against any
of its assets.

Schwegmann's Giant Supermarkets:

In  October  1997,  Schwegmann's  Giant  Supermarkets  defaulted  on the  timely
performance of lease  payments,  and certain other  obligations  under its lease
with the  Partnerhship,  with respect to two of five locations of retail grocery
store  fixtures and  equipment,  with a receivable  balance  currently  totaling
approximately  $1.7 million.  The remaining  portion of the lease  payments with
respect to three of five  stores  was  assumed  by SGSM  Acquisition  Company (a
subsidiary of Kohlberg and Co.) ("SGSM").  Payments with respect to these leases
remained current until February 1999; however, on March 26, 1999, SGSM filed for
protection  under Chapter 11 of the U.S.  Bankruptcy Code. On February 22, 2000,
and then on September 20, 2000,  two of the obligors  under the original  lease,
Schwegmann   Westside   Expressway  Inc.  and  Schwegmann   Giant   Supermarkets
Partnership,  filed for protection under Chapter 11 of the U.S. Bankruptcy Code,
respectively.

The Partnership has liquidated all equipment leased under their lease, resulting
in net proceeds of $384,353, which represent 9.26% of original equipment cost.

The  Partnership  obtained  and  recorded  a  judgment  against  the  lessee and
guarantors in the approximate  amount of $2.8 million,  and pursued  recovery of
these liquidated damages, plus expenses, due under the lease. The lessee claimed
sufficient  assets to satisfy the claims of all secured creditors of the lessee;
however,  the lessee's  assets are primarily  relatively  illiquid real property
investments.  During 2001,  the lessee  received  $15,000,000 in proceeds from a
parcel of real property  sold to a large home  improvement  retail chain,  which
amount was sufficient to pay off substantially  all of the creditors,  including
the  Partnership's  claim of $2.8 million.  As of this date, the Partnership has
received in excess of $2.6 million in satisfaction of its claim, and the General
Partner  believes  that it has a reasonable  basis for assuming  recovery of its
remaining liquidated damages balance, in the approximate amount of $800,000 plus
legal fees, in full satisfaction of its claim.

Pegasus Gold Corporation

On January 16, 1998, Pegasus Gold Corporation filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The initial meeting of creditors  established by
the U.S. Trustee's Office was held on March 9, 1998. The lessee's lease with the
Partnership had previously  been leveraged on a non-recourse  basis with The CIT
Group/Equipment  Financing,  Inc. ("CIT"), and all lease receivables  (currently
estimated at  $2,211,902  as of February 14, 2001) were  assigned to the lender.
Consequently,  the  Partnership's  exposure  is no greater  than the fair market
residual value of the equipment under lease,  currently estimated at $1,101,803.
The  reorganized  lessee/debtor  has  assumed  the  Partnership's  lease  in the
Bankruptcy  Court and cured all past due  payments  which are now  current.  The
Partnership  has  entered  into an Escrow  Agreement  with CIT,  wherein CIT has
agreed not to  foreclose  on the  Partnership's  interest  so long as the lessee
continues to perform under the lease.

At this time, the reorganized  lessee is current in its lease  obligations.  The
ultimate  recovery  under this lease is dependent on the price of gold remaining
at  a  level  sufficient  to  make  the  lessee's  operations  profitable,  and,
consequently,  any assessment of the impact of an adverse outcome of this matter
remains  uncertain.  The original  seven-year lease term expires on December 31,
2003.



                                       5
<PAGE>

Quaker Coal Company:

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

The Partnership  obtained a stipulation for relief from the automatic bankruptcy
stay to allow the Court to issue its ruling,  and filed a request to participate
on the Official Committee of Unsecured Creditors in the bankruptcy  proceedings.
The Partnership  succeeded upon securing the return of its equipment,  which has
been liquidated,  netting  approximately 17% of the original equipment cost. The
Court  issued a ruling on March 4, 2001,  denying  the  Partnership's  claim for
damages.  The lessee  subsequently  filed a claim against the  Partnership,  for
reimbursement  of its legal expenses.  The General Partner  believes the Court's
decision is erroneous,  as a matter law, and has filed an appeal of the decision
in the U.S. District Court of Appeals.

The lessee filed a plan of reorganization, which has been objected to by several
large creditors, including the General Partner.

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

In January 2002,  ATEL attended an appellate  settlement  conference  seeking to
resolve  the  outstanding  disputed  claim.  A reserve has been set aside by the
liquidating  trustee  in the  amount  of $1.2  million  in  satisfaction  of the
Partnership's  claims and those of its  affiliates,  although  this claim amount
remains in dispute.  Currently,  the likelihood of recovery of amounts above the
payment of the lease rent and the liquidation of the equipment  already received
remains speculative and highly uncertain.

Republic Transportation Finance, Inc.:

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


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

None




                                       6
<PAGE>

                                     PART II

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

Market Information

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

Holders

As of December 31, 2001, a total of 7,254 investors were record holders of Units
in the Partnership.

Dividends

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

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

The rate for monthly  distributions  from 2001 operations was $0.10 per Unit for
distributions  paid in February through July 2001 and $0.0667 for  distributions
paid in  August  through  December  2001  and in  January  2002.  For  quarterly
distributions,  the rate was $0.30 per Unit for distributions  paid in April and
July 2001 and  $0.20  per Unit for  distributions  paid in  October  2001 and in
January  2002.  Distributions  were from 2001 cash  flows from  operations.  The
amounts  paid to  holders  of Units  were  adjusted  based on the length of time
within the previous calendar month or quarter that the Units were outstanding.

The rate for monthly  distributions from 2000 operations was $0.10 per Unit. The
distributions  were paid in February  2000 through  December 2000 and in January
2001. For each quarterly  distribution (paid in April, July and October 2000 and
in January 2001) the rate was $0.30 per Unit.  Distributions were from 2000 cash
flows from operations.  The amounts paid to holders of Units were adjusted based
on the length of time within the  previous  calendar  month or quarter  that the
Units were outstanding.

The rate for monthly  distributions from 1999 operations was $0.10 per Unit. The
distributions  were paid in February  1999 through  December 1999 and in January
2000. For each quarterly  distribution (paid in April, July and October 1999 and
in January 2000) the rate was $0.30 per Unit.  Distributions were from 1999 cash
flows from operations.  The amounts paid to holders of Units were adjusted based
on the length of time within the  previous  calendar  month or quarter  that the
Units were outstanding.



                                       7
<PAGE>

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

<TABLE>
<CAPTION>
                                              2001            2000             1999            1998             1997

<S>                                               <C>             <C>              <C>             <C>              <C>
Distributions of net income                       $ 0.01          $ 0.13           $ 0.41          $ 0.39           $ 0.14
Return of investment                                1.03            1.08             0.79            0.80             0.96
                                         ---------------- --------------- -------------------------------- ----------------
Distributions per unit                              1.04            1.21             1.20            1.19             1.10
Differences due to timing of
   distributions                                   (0.04)          (0.01)               -            0.01                -
                                         ---------------- --------------- -------------------------------- ----------------
Nominal distribution rates from
   above                                          $ 1.00          $ 1.20           $ 1.20          $ 1.20           $ 1.10
                                         ================ =============== ================================ ================
</TABLE>

Owners of 1,000 or more units may make the  election  without  charge to receive
distributions  on a monthly basis.  Owners of less than 1,000 units may make the
election upon payment of a $20.00 annual fee.


Item 6.  SELECTED FINANCIAL DATA

The following table presents selected  financial data of the Partnership for the
years ended December 31, 2001,  2000,  1999,  1998 and 1997. This financial data
should be read in  conjunction  with the financial  statements and related notes
included under Item 8.

<TABLE>
<CAPTION>
                                              2001            2000             1999            1998             1997

<S>                                          <C>             <C>              <C>             <C>             <C>
Gross Revenues                               $ 7,939,473     $11,138,639      $17,064,600     $22,011,168     $ 23,437,655

Net income                                     $ 170,758     $ 1,682,730      $ 5,198,570     $ 4,861,233      $ 1,813,431

Weighted average Units                        12,497,000      12,497,000       12,497,000      12,497,000       12,497,000

Net income per Unit, based on
   weighted average Units outstanding             $ 0.01          $ 0.13           $ 0.41          $ 0.39           $ 0.14

Distributions per Unit, based on
   weighted average Units outstanding             $ 1.04          $ 1.21           $ 1.20          $ 1.19           $ 1.10

Total Assets                                 $37,160,843     $50,000,894      $67,961,144     $86,671,855    $ 106,707,576

Non-recourse Debt                            $11,663,273     $16,389,312      $22,138,639     $29,331,123     $ 40,138,400

Total Partners' Capital                      $18,546,425     $31,416,576      $44,820,397     $54,621,053     $ 64,614,239
</TABLE>


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

Capital Resources and Liquidity

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



                                       8
<PAGE>

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.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the initial  lease  terms  expire,  the  Partnership  will  re-lease or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires on April 12, 2002.  The General  Partner is currently  negotiating a new
line of credit and  anticipates  that the current  line of credit will either be
replaced upon its expiration or that the current line of credit will be extended
until the new one is finalized.  As of December 31, 2001,  borrowings  under the
facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                               <C>
Amount  borrowed by the Partnership under the acquisition facility                                $     6,500,000
Amounts borrowed by affiliated partnerships and limited liability companies under the
   acquisition facility                                                                                11,100,000
                                                                                                 ----------------
Total borrowings under the acquisition facility                                                        17,600,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility *      10,999,501
                                                                                                 ----------------
Total outstanding balance                                                                         $   28,599,501
                                                                                                 ================

Total available under the line of credit                                                          $   62,000,000
Total outstanding balance                                                                            (28,599,501)
                                                                                                 ----------------
Remaining availability                                                                            $   33,400,499
                                                                                                 ================
</TABLE>

*  (Unaudited)  The  carrying  value of the  assets  pledged as  collateral  and
financed at December 31, 2001 was $17,955,014.

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

Through December 31, 2000, the Partnership  anticipated reinvesting a portion of
lease payments from assets owned in new leasing transactions.  Such reinvestment
would occur only after the payment of all  obligations,  including  debt service
(both principal and interest), the payment of management and acquisition fees to
the  General  Partner  and  providing  for  cash  distributions  to the  Limited
Partners.

As of December 31, 2001, cash balances  consisted of working capital and amounts
reserved for distributions in January 2002, generated from operations in 2001.

The Partnership  currently has available adequate reserves to meet its immediate
cash requirements,  but in the event those reserves were found to be inadequate,
the  Partnership  would  likely be in a position  to borrow  against its current
portfolio  to meet such  requirements.  The General  Partner  envisions  no such
requirements for operating purposes.



                                       9
<PAGE>

As  of  December  31,  2001,  the  Partnership   had  borrowed   $58,317,911  of
non-recourse debt. The remaining unpaid balance as of that date was $11,663,273.

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

See Note 4 to the financial  statements  for  additional  information  regarding
non-recourse debt.

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

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

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

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

Cash Flows

          2001 vs. 2000:

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

Sources  of cash  from  investing  activities  consisted  of rents  from  direct
financing leases and proceeds from sales of lease assets.  Financing lease rents
decreased from $2,243,051 in 2000 to $1,625,595 in 2001, a decrease of $617,456.
Proceeds from sales of lease assets are not expected to be  consistent  from one
year to another and decreased  from  $7,531,930 in 2000 to $3,733,992 in 2001, a
decrease of $3,797,938.

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

          2000 vs. 1999:

In 2000 and 1999, operating lease rents were the Partnership's primary source of
cash flows from operating activities.  Cash flows from operations decreased from
$10,478,968  in 1999 to  $8,302,775  in 2000,  a decrease  of  $2,176,193.  This
decrease was a direct  consequence of decreases in operating lease revenues from
$13,469,113 in 1999 to $9,296,456 in 2000, a decrease of $4,172,657.

Sources  of cash  from  investing  activities  consisted  of rents  from  direct
financing leases and proceeds from sales of lease assets.  Financing lease rents
increased from $2,160,238 in 1999 to $2,243,051 in 2000, an increase of $82,813.
Proceeds from sales of lease assets are not expected to be  consistent  from one
year to another and increased from  $5,186,472 in 1999 to $7,531,930 in 2000, an
increase of $2,345,458.



                                       10
<PAGE>

In 2000,  the only  source  of cash  flows  from  financing  activities  was the
$1,000,000  borrowed on the line of credit.  There were no financing  sources of
cash in 1999.  Repayments  of debt  decreased  as a  result  of  scheduled  debt
payments.

Results of Operations

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

As of December 31, 2001, 2000 and 1999, significant amounts of the Partnership's
assets were leased to lessees in certain industries.

                              2001             2000            1999

Rail transportation            41%              35%             26%
Manufacturing, other           26%              29%              *
Construction                   13%              11%              *
Mining                         10%               *              13%
Petroleum and coal products     *                *              14%

* Less than 10%.

          2001 vs. 2000:

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

Gains and losses  recognized on the sales of lease assets are not expected to be
consistent  from one year to another,  however,  such gains increased by $59,302
compared to 2000.

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

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

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

          2000 vs. 1999:

Operations in 2000  resulted in net income of $1,682,730  compared to $5,198,570
in 1999.  The decrease is primarily due to the maturing of operating  leases and
the  subsequent  sales of the related lease  assets.  This resulted in decreased
operating  lease  rents in 2000  compared  to 1999.  Such rents  decreased  from
$13,469,113  in 1999 to  $9,296,456  in 2000.  Assets  sales  also  resulted  in
decreased  depreciation  expense in 2000.  Depreciation  decreased by $1,410,273
compared to 1999.

Gains and losses  recognized on the sales of lease assets are not expected to be
consistent from one year to another,  however,  such gains decreased by $962,710
compared to 1999. This also contributed to the decrease in net income.

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



                                       11
<PAGE>

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

Recent accounting pronouncement:

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


Item 7a.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

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

In  general,  the  Partnership  manages its  exposure  to interest  rate risk by
obtaining  fixed rate debt. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment  streams under fixed rate
lease receivables.  The payments under the leases are assigned to the lenders in
satisfaction of the debt.  Furthermore,  the Partnership has  historically  been
able to maintain a stable  spread  between its cost of funds and lease yields in
both  periods  of  rising  and  falling  rates.  Nevertheless,  the  Partnership
frequently  funds leases with its floating  rate line of credit and is therefore
exposed to interest  rate risk until fixed rate  financing is  arranged,  or the
floating rate line of credit is repaid. As of December 31, 2001, the outstanding
balance on the floating  rate line of credit was  $6,500,000  and the  effective
interest rates of the borrowings ranged from 3.92% to 3.93%.

To hedge  its  interest  rate risk  related  to this  variable  rate  debt,  the
Partnership  may enter into  interest  rate swaps.  As of December 31, 2001,  no
swaps or other  derivative  financial  instruments were held by the Partnership.
The  Partnership  does not hold or issue  derivative  financial  instruments for
speculative purposes.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the  Report  of  Independent  Auditors,  Financial  Statements  and Notes to
Financial Statements attached hereto at pages 13 through 27.



                                       12
<PAGE>

                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



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

We have audited the accompanying balance sheets of ATEL Cash Distribution Fund
V, L.P. (Partnership) as of December 31, 2001 and 2000, and the related
statements of income, changes in partners' capital, and cash flows for each of
the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ATEL Cash Distribution Fund V,
L.P. at December 31, 2001 and 2000, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.

                                                           /s/ ERNST & YOUNG LLP

San Francisco, California
February 1, 2002


                                       13
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                           DECEMBER 31, 2001 AND 2000


                                     ASSETS


                                                    2001             2000

Cash and cash equivalents                            $ 443,772      $ 1,571,943

Accounts receivable, net of allowance for
   doubtful accounts of $165,285 in 2001
   and none in 2000                                  1,249,403        2,299,308

Other receivables, net of allowance for
   doubtful accounts of $100,605 in 2000                     -        1,309,783

Investments in equipment and leases                 35,467,668       44,819,860
                                               ---------------- ----------------
Total assets                                       $37,160,843     $ 50,000,894
                                               ================ ================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                  $11,663,273     $ 16,389,312

Line of credit                                       6,500,000        1,000,000

Accounts payable:
     General Partner                                   146,080           78,238
     Other                                             156,408          860,649

Accrued interest payable                                21,601           61,866

Unearned lease income                                  127,056          194,253
                                               ---------------- ----------------
Total liabilities                                   18,614,418       18,584,318

Partners' capital:
     General Partner                                   188,354          186,646
     Limited Partners                               18,358,071       31,229,930
                                               ---------------- ----------------
Total partners' capital                             18,546,425       31,416,576
                                               ---------------- ----------------
Total liabilities and partners' capital            $37,160,843     $ 50,000,894
                                               ================ ================

                             See accompanying notes.



                                       14
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                              STATEMENTS OF INCOME

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                               2001            2000             1999
Revenues:
Leasing activities:
<S>                                                                           <C>             <C>             <C>
   Operating leases                                                           $ 5,850,367     $ 9,296,456     $ 13,469,113
   Direct financing leases                                                        384,516       1,276,509        1,905,218
   Leveraged leases                                                                51,029          78,575           99,758
   Gain on sales of assets                                                        388,512         329,210        1,291,920
Interest income                                                                    23,678         128,713          274,904
Other                                                                           1,241,371          29,176           23,687
                                                                          ---------------- --------------- ----------------
                                                                                7,939,473      11,138,639       17,064,600

Expenses:
Depreciation and amortization                                                   4,432,146       6,361,613        7,935,060
Interest expense                                                                1,144,360       1,393,719        2,055,475
Cost reimbursements to General Partner                                            845,318         476,128          355,881
Other                                                                             600,919         560,175          442,298
Equipment and incentive management fees to General Partner                        485,965         605,066        1,022,381
Professional fees                                                                 260,007          59,208           54,935
                                                                          ---------------- --------------- ----------------
                                                                                7,768,715       9,455,909       11,866,030
                                                                          ---------------- --------------- ----------------
Net income                                                                      $ 170,758     $ 1,682,730      $ 5,198,570
                                                                          ================ =============== ================

Net income:
     General Partner                                                              $ 1,708        $ 16,827         $ 51,986
     Limited Partners                                                             169,050       1,665,903        5,146,584
                                                                          ---------------- --------------- ----------------
                                                                                $ 170,758     $ 1,682,730      $ 5,198,570
                                                                          ================ =============== ================

Net income per Limited Partnership unit                                            $ 0.01          $ 0.13           $ 0.41

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

                             See accompanying notes.



                                       15
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


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

<S>                                                           <C>             <C>               <C>           <C>
Balance December 31, 1998                                     12,497,000      $54,503,220       $ 117,833     $ 54,621,053

Distributions to Limited Partners ($1.20 per Unit)                            (14,999,226)              -      (14,999,226)
Net income                                                                      5,146,584          51,986        5,198,570
                                                         ---------------- -------------------------------- ----------------
Balance December 31, 1999                                     12,497,000       44,650,578         169,819       44,820,397

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

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



                             See accompanying notes.



                                       16
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

Operating activities:                                                          2001            2000             1999
<S>                                                                             <C>           <C>              <C>
Net income                                                                      $ 170,758     $ 1,682,730      $ 5,198,570
Adjustment to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                              4,432,146       6,361,613        7,935,060
     Leveraged lease income                                                       (51,029)        (78,575)         (99,758)
     Gain on sales of assets                                                     (388,512)       (329,210)      (1,291,920)
      Provision for doubtful accounts                                              64,680               -                -
     Changes in operating assets and liabilities:
         Accounts receivable                                                      985,225         473,319         (722,261)
         Other receivables                                                      1,309,783               -                -
         Accounts payable, General Partner                                         67,842         (40,203)        (100,296)
         Accounts payable, other                                                 (704,241)        500,818           11,062
         Accrued interest payable                                                 (40,265)        (45,316)           3,003
         Unearned lease income                                                    (67,197)       (222,401)        (454,492)
                                                                          ---------------- --------------- ----------------
Net cash provided by operating activities                                       5,779,190       8,302,775       10,478,968

Investing activities:
Proceeds from sales of assets                                                   3,733,992       7,531,930        5,186,472
Reduction of net investment in direct financing leases                          1,625,595       2,243,051        2,160,238
Purchases of equipment on operating leases                                              -               -         (176,848)
                                                                          ---------------- --------------- ----------------
Net cash provided by investing activities                                       5,359,587       9,774,981        7,169,862

Financing activities:
Distributions to Limited Partners                                             (13,040,909)    (15,086,551)     (14,999,226)
Repayments of non-recourse debt                                                (4,726,039)     (5,749,327)      (7,192,484)
Repayments of borrowings under line of credit                                  (2,700,000)              -       (1,000,000)
Borrowings under line of credit                                                 8,200,000       1,000,000                -
                                                                          ---------------- --------------- ----------------
Net cash used in financing activities                                         (12,266,948)    (19,835,878)     (23,191,710)
                                                                          ---------------- --------------- ----------------

Net decrease in cash and cash equivalents                                      (1,128,171)     (1,758,122)      (5,542,880)
Cash and cash equivalents at beginning of year                                  1,571,943       3,330,065        8,872,945
                                                                          ---------------- --------------- ----------------
Cash and cash equivalents at end of year                                        $ 443,772     $ 1,571,943      $ 3,330,065
                                                                          ================ =============== ================

Supplemental disclosures of cash flow information:
Cash paid during the year for interest                                        $ 1,184,625     $ 1,439,035      $ 2,052,472
                                                                          ================ =============== ================

Schedule of non-cash transactions:
Direct financing lease assets reclassified to other receivables                       $ -             $ -        $ 314,608
                                                                          ================ =============== ================
</TABLE>
                             See accompanying notes.


                                       17
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


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.

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

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

The Partnership's business consists of leasing various types of equipment. As of
December 31, 2001,  the original  terms of the leases  ranged from two months to
twenty years.

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


2.  Summary of significant accounting policies:

Equipment on operating leases:

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

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

Direct financing leases:

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

Investment in leveraged leases:

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



                                       18
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


2.  Summary of significant accounting policies (continued):

Reserve for losses and impairments:

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

Statements of cash flows:

For purposes of the Statements of Cash Flows, cash and cash equivalents  include
cash in banks and cash equivalent investments with original maturities of ninety
days or less.

Income taxes:

The  Partnership  does not provide for income  taxes since all income and losses
are the liability of the  individual  partners and are allocated to the partners
for inclusion in their individual tax returns.

The tax basis of the  Partnership's  net assets and liabilities  varies from the
amounts presented in these financial statements (unaudited):

                                                    2001             2000
Financial statement basis of net assets            $18,546,425     $ 31,416,576
Tax basis of net assets                             16,617,377       24,839,479
                                               ---------------- ----------------
Difference                                         $ 1,929,048      $ 6,577,097
                                               ================ ================

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

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

<TABLE>
<CAPTION>
                                         2001            2000             1999

<S>                                       <C>           <C>              <C>
 Net income per financial statements      $ 170,758     $ 1,682,730      $ 5,198,570
 Adjustment to depreciation expense        (379,786)       (491,694)      (2,790,702)
 Adjustments to revenues                  5,027,836       8,201,164        5,065,619
                                    ---------------- --------------- ----------------
 Net income per federal tax return      $ 4,818,808     $ 9,392,200      $ 7,473,487
                                    ================ =============== ================
</TABLE>

                                       19
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


2.  Summary of significant accounting policies (continued):

Credit risk:

Financial   instruments   which   potentially   subject   the   Partnership   to
concentrations  of  credit  risk  include  cash and cash  equivalents,  accounts
receivable and other  receivables.  The Partnership places its cash deposits and
temporary  cash   investments   with   creditworthy,   high  quality   financial
institutions.  The concentration of such deposits and temporary cash investments
is not  deemed  to  create  a  significant  risk  to the  Partnership.  Accounts
receivable represent amounts due from lessees in various industries,  related to
equipment on operating and direct financing leases. See Note 7 for a description
of lessees by industry as of December 31, 2001.

Basis of presentation:

The accompanying  financial  statements as of December 31, 2001 and 2000 and for
the three years ended  December 31, 2001 have been prepared in  accordance  with
accounting  principles  generally  accepted in the United States.  Certain prior
year amounts have been reclassified to conform to the current year presentation.

Use of estimates:

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

Per unit data:

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

Derivative financial instruments:

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

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

The Partnership does not utilize derivative financial instruments.





                                       20
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


2.  Summary of significant accounting policies (continued):

Recent accounting pronouncement:

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


3.  Investments in equipment and leases:

As of December 31, 2001, the  Partnership's  investments in equipment and leases
consist of the following:

<TABLE>
<CAPTION>
                                                                            Depreciation
                                                                            Expense or       Reclass-
                                                          December 31,     Amortization    ifications or    December 31,
                                                              2000           of Leases     Dispositions         2001
<S>                                                          <C>              <C>             <C>              <C>
Net investment in operating leases                           $32,786,220      $(4,228,238)    $(2,024,141)     $26,533,841
Net investment in direct financing leases                     10,806,430       (1,625,595)     (1,086,396)       8,094,439
Net investment in leveraged leases                             1,567,840           51,029        (545,819)       1,073,050
Assets held for sale or lease                                    414,733                -         310,876          725,609
Residual value interests                                         835,759                -               -          835,759
Reserve for losses and impairments                            (2,224,816)               -               -       (2,224,816)
Initial direct costs, net of accumulated amortization
   of $1,115,605 in 2001 and $1,396,983 in 2000                  633,694         (203,908)              -          429,786
                                                         ---------------- ---------------- --------------- ----------------
                                                             $44,819,860      $(6,006,712)    $(3,345,480)     $35,467,668
                                                         ================ ================ =============== ================
</TABLE>

Operating leases:

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                                                  Reclass-
                               December 31,                     ifications or    December 31,
                                   2000           Additions     Dispositions         2001
<S>                               <C>                      <C>     <C>             <C>
Transportation                    $39,986,135              $ -     $(3,380,044)    $ 36,606,091
Construction                       11,811,563                -        (386,556)      11,425,007
Materials handling                  4,258,309                -      (4,009,560)         248,749
Manufacturing                       3,128,154                -        (461,800)       2,666,354
                              ---------------- ---------------- --------------- ----------------
                                   59,184,161                -      (8,237,960)      50,946,201
Less accumulated depreciation     (26,397,941)      (4,228,238)      6,213,819      (24,412,360)
                              ---------------- ----------------- -------------- ----------------
                                  $32,786,220      $(4,228,238)    $(2,024,141)    $ 26,533,841
                              ================ ================= ============== ================
</TABLE>



                                       21
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


3.  Investments in equipment and leases (continued):

Direct financing leases:

As of December 31,  2001,  investment  in direct  financing  leases  consists of
railroad auto racks, railroad tank cars and retail store fixtures. The following
lists the components of the Partnership's  investment in direct financing leases
as of December 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                 2001            2000
<S>                                                             <C>             <C>
Total minimum lease payments receivable                         $ 7,918,584     $10,691,588
Estimated residual values of leased equipment (unguaranteed)      2,857,964       3,420,759
                                                            ---------------- ---------------
Investment in direct financing leases                            10,776,548      14,112,347
Less unearned income                                             (2,682,109)     (3,305,917)
                                                            ---------------- ---------------
Net investment in direct financing leases                       $ 8,094,439     $10,806,430
                                                            ================ ===============
</TABLE>

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

At December 31, 2001,  the aggregate  amounts of future  minimum lease  payments
under operating and direct financing leases are as follows:

                                        Direct
      Year ending      Operating       Financing
     December 31,       Leases          Leases            Total
              2002      $ 4,517,301     $ 1,859,072      $ 6,376,373
              2003        1,824,057         428,734        2,252,791
              2004          821,289         622,852        1,444,141
              2005          821,534         496,654        1,318,188
              2006          523,314         496,654        1,019,968
        Thereafter        4,115,964       4,014,618        8,130,582
                    ---------------- --------------- ----------------
                        $12,623,459     $ 7,918,584      $20,542,043
                    ================ =============== ================

Leveraged leases:

As of December 31, 2001,  investment in leveraged  leases  consists of materials
handling  equipment.  The following  lists the  components of the  Partnership's
investment in leveraged leases as of December 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                               2001            2000
<S>                                                                             <C>           <C>
Aggregate rentals receivable                                                    $ 252,721     $ 1,021,711
Less aggregate principal and interest payable on non-recourse loans               (45,097)       (414,893)
Estimated residual value of leased assets                                         880,781       1,027,406
Less unearned income                                                              (15,355)        (66,384)
                                                                          ---------------- ---------------
Net investment in leveraged leases                                            $ 1,073,050     $ 1,567,840
                                                                          ================ ===============
</TABLE>




                                       22
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


3.  Investments in equipment and leases (continued):

Reserve for losses and impairments and allowances for doubtful accounts:

                                                 Allowance for   Allowance for
                                                   doubtful        doubtful
                                 Reserve for      accounts -      accounts -
                                 losses and          Other         Accounts
                                 impairments      Receivables     Receivables
Balance December 31, 1998          $ 2,254,809        $ 100,605             $ -
Provision                                    -                -               -
                               ---------------- ---------------- ---------------
Balance December 31, 1999            2,254,809          100,605               -
Charge offs                            (29,993)
Provision                                    -                -               -
                               ---------------- ---------------- ---------------
Balance December 31, 2000            2,224,816          100,605               -
Reclassification                             -         (100,605)        100,605
Provision                                    -                -          64,680
                               ---------------- ---------------- ---------------
Balance December 31, 2001          $ 2,224,816              $ -       $ 165,285
                               ================ ================ ===============


4.  Non-recourse debt:

At December 31, 2001,  non-recourse  debt,  other than that related to leveraged
leases  which is  accounted  for as a part of the net  investment  in  leveraged
leases, consists of notes payable to financial  institutions.  The notes are due
in varying monthly, quarterly and semi-annual payments. Interest on the notes is
at fixed rates from 6.5% to 10.5%. The notes are secured by assignments of lease
payments and pledges of assets.  At December 31, 2001, the carrying value of the
pledged assets is approximately $19,256,475.  The notes mature from 2002 through
2015.

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

             Year ending
            December 31,     Principal       Interest           Total
                    2002      $ 2,725,049       $ 694,127      $ 3,419,176
                    2003          709,048         553,831        1,262,879
                    2004          453,006         513,642          966,648
                    2005          481,214         485,263          966,477
                    2006          544,469         442,613          987,082
              Thereafter        6,750,487       1,989,480        8,739,967
                          ---------------- --------------- ----------------
                              $11,663,273     $ 4,678,956      $16,342,229
                          ================ =============== ================





                                       23
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


5.  Related party transactions:

The terms of the Limited Partnership  Agreement provide that the General Partner
and/or   affiliates   are  entitled  to  receive   certain  fees  for  equipment
acquisition, management and resale and for management of the Partnership.

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by the General Partner in providing  administrative services to the Partnership.
Administrative  services  provided  include  Partnership  accounting,   investor
relations,  legal  counsel and lease and  equipment  documentation.  The General
Partner  is not  reimbursed  for  services  where it is  entitled  to  receive a
separate  fee as  compensation  for  such  services,  such  as  acquisition  and
disposition of equipment. Reimbursable costs incurred by the General Partner are
allocated  to the  Partnership  based upon  actual time  incurred  by  employees
working on Partnership  business and an allocation of rent and other costs based
on utilization studies.

Substantially  all  employees  of the General  Partner  record time  incurred in
performing administrative services on behalf of all of the Partnerships serviced
by the General  Partner.  The General Partner believes that the costs reimbursed
are the lower of (i) actual costs incurred on behalf of the  Partnership or (ii)
the amount the  Partnership  would be  required to pay  independent  parties for
comparable  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.

The  General   Partner   and/or   affiliates   earned  fees,   commissions   and
reimbursements  pursuant to the Limited Partnership  Agreement as follows during
2001, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                                     2001            2000             1999
<S>                                                                                   <C>             <C>              <C>
Administrative costs reimbursed to General Partner                                    $ 845,318       $ 476,128        $ 355,881

Incentive  management  fees  (computed  as  5% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement)                         485,965         605,066        1,022,381
                                                                                ---------------- --------------- ----------------
                                                                                    $ 1,331,283     $ 1,081,194      $ 1,378,262
                                                                                ================ =============== ================
</TABLE>

                                       24
<PAGE>



                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


6.  Partners' capital:

As of December 31, 2001 and 2000,  12,497,000  Units were issued and outstanding
(in  addition  to  the  Units  issued  to the  Initial  Limited  Partners).  The
Partnership is authorized to issue up to 12,500,000 Units of Limited Partnership
interest in addition to those issued to the initial Limited Partners.

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

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

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

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

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

          (A)  10% of remaining Cash from Operations and

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

Fourth, the balance to the Limited Partners.


7.  Concentration of credit risk and major customers:

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

As of December 31, 2001, 2000 and 1999, there were concentrations  (greater than
10%) of equipment  leased to lessees in certain  industries  (as a percentage of
total equipment cost) as follows:

                                    2001            2000             1999
      Rail transportation            41%             35%              26%
      Manufacturing, other           26%             29%               *
      Construction                   13%             11%               *
      Mining                         10%              *               13%
      Petroleum and coal products     *               *               14%

      * Less than 10%.



                                       25
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


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

During  2001,   three   customers  each  comprised  16%,  13%  and  13%  of  the
Partnership's  revenues from leases.  During 2000,  two customers each comprised
11% of the  Partnership's  revenues  from  leases.  During  1999,  no  customers
comprised in excess of 10% of the Partnership's revenues from leases.


8.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $62,000,000   revolving  line  of  credit  with  a  financial
institution  that  includes  certain  financial  covenants.  The line of  credit
expires on April 12, 2002.  The General  Partner is currently  negotiating a new
line of credit and  anticipates  that the current  line of credit will either be
replaced upon its expiration or that the current line of credit will be extended
until the new one is finalized.  As of December 31, 2001,  borrowings  under the
facility were as follows:

<TABLE>
<CAPTION>
<S>                                                                                                         <C>
Amount  borrowed by the Partnership under the acquisition facility                                          $     6,500,000
Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition
   facility                                                                                                      11,100,000
                                                                                                           ----------------
Total borrowings under the acquisition facility                                                                  17,600,000
Amounts borrowed by the General Partner and its sister corporation under the warehouse facility *                10,999,501
                                                                                                           ----------------
Total outstanding balance                                                                                   $   28,599,501
                                                                                                           ================

Total available under the line of credit                                                                    $   62,000,000
Total outstanding balance                                                                                      (28,599,501)
                                                                                                           ----------------
Remaining availability                                                                                      $   33,400,499
                                                                                                           ================
</TABLE>

*  (Unaudited)  The  carrying  value of the  assets  pledged as  collateral  and
financed at December 31, 2001 was $17,955,014.

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

During  2001 and 2000,  the  Partnership  borrowed  $8,200,000  and  $1,000,000,
respectively,  under the line of credit. No amounts were borrowed in 1999. There
were no  repayments on the line of credit during 2000.  The  Partnership  repaid
$2,700,000  and  $1,000,000   under  the  line  of  credit  in  2001  and  1999,
respectively.  Interest  on the line of credit is based on either the thirty day
LIBOR  rate or the  bank's  prime  rate.  The  effective  interest  rates of the
borrowings ranged from 3.92% to 3.93%.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of December
31, 2001.



                                       26
<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


9.  Fair value of financial instruments:

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

Cash and cash equivalents:

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

Non-recourse debt:

The  fair  value  of the  Partnership's  non-recourse  debt is  estimated  using
discounted cash flow analyses,  based on the Partnership's  current  incremental
borrowing rates for similar types of borrowing arrangements.  The estimated fair
value  of  the   Partnership's   non-recourse  debt  at  December  31,  2001  is
$11,366,419.

Line of credit:

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


10.  Contingencies:

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




                                       27
<PAGE>

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

None


                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS

The  registrant  is a Limited  Partnership  and,  therefore,  has no officers or
directors.

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

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

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 51, 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.



                                       28
<PAGE>

Paritosh K.  Choksi,  age 48,  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 53, 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 43, joined ATEL in 1989 as general counsel to provide legal
support in the  drafting  and  reviewing  of lease  documentation,  advising  on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989,  Mr.  Morais was  employed  by the  BankAmeriLease  Companies,  Bank of
America's  equipment leasing  subsidiaries,  providing in-house legal support on
the  documentation  of  tax-oriented  and non-tax  oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease  Companies,  Mr. Morais was with the Consolidated  Capital
Companies in the corporate and securities legal department  involved in drafting
and reviewing  contracts,  advising on corporate law matters and  securities law
issues.  Mr.  Morais  received  a B.A.  degree  in 1982 from the  University  of
California in Berkeley,  a J.D.  degree in 1986 from Golden Gate  University Law
School and an M.B.A.  (Finance) in 1997 from Golden Gate University.  Mr. Morais
has been an active member of the State Bar of California since 1986.


Item 11.  EXECUTIVE COMPENSATION

The  registrant  is a Limited  Partnership  and,  therefore,  has no officers or
directors.

Set forth hereinafter is a description of the nature of remuneration paid and to
be  paid  to the  General  Partner  and  its  Affiliates.  The  amount  of  such
remuneration  paid for the years ended  December 31, 2001,  2000 and 1999 is set
forth in Item 8 of this  report  under the  caption  "Financial  Statements  and
Supplementary  Data  -  Notes  to  the  Financial  Statements  -  Related  party
transactions," at Note 5 thereof,  which  information is hereby  incorporated by
reference.

Selling Commissions

The  Partnership  paid  selling  commissions  in the  amount  of 9.5%  of  Gross
Proceeds, as defined, ($11,875,000) to ATEL Securities Corporation, an affiliate
of the General  Partner.  Of this  amount,  $10,170,534  was  reallowed to other
broker/dealers.  None have been paid since 1994, nor will any additional amounts
be paid in future periods.



                                       29
<PAGE>

Acquisition Fees

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

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

Equipment Management Fees

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

Incentive Management Fees

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

Equipment Resale Fees

As compensation for services  rendered in connection with the sale of equipment,
the General  Partner 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.



                                       30
<PAGE>

Equipment Re-lease Fee

As  compensation  for  providing  re-leasing  services,  the General  Partner is
entitled  to  receive  fees equal to 2% of the gross  rentals or the  comparable
competitive rate for such services relating to comparable  equipment,  whichever
is less,  derived from the  re-lease  provided  that (i) the General  Partner or
their  affiliates have and will maintain  adequate staff to render such services
to the Partnership,  (ii) no such re-lease fee is payable in connection with the
re-lease of equipment to a previous lessee or its affiliates,  (iii) the General
Partner or its  affiliates  have  rendered  substantial  re-leasing  services in
connection with such re-lease and (iv) the General Partner or its affiliates are
compensated for rendering equipment management services. To date, none have been
accrued or paid.

General Partner's Interest in Operating Proceeds

Net income, net loss and investment tax credits are allocated 99% to the Limited
Partners and 1% to the General Partner. See the statements of income included in
Item 8 of this  report for the  amounts  allocated  to the  General  and Limited
Partners in 2001, 2000 and 1999.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

Security Ownership of Certain Beneficial Owners

At  December  31,  2001,  no  investor  is  known  to the  Partnership  to  hold
beneficially more than 5% of the issued and outstanding Units.

Security Ownership of Management

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

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

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

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

Changes in Control

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

The General Partner may at any time call a meeting of the Limited  Partners or a
vote of the  Limited  Partners  without a meeting,  on matters on which they are
entitled  to vote,  and shall call such  meeting  or for vote  without a meeting
following receipt of a written request therefore of Limited Partners holding 10%
or more of the total outstanding Limited Partnership units.




                                       31
<PAGE>

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
               ON FORM 8-K

                      (a) Financial Statements and Schedules
                      1.  Financial Statements
                          Included in Part II of this report:
                          Report of Independent Auditors
                          Balance Sheets at December 31, 2001 and 2000
                          Statements of Income for the years ended December 31,
                          2001, 2000 and 1999 Statements of Changes in Partners'
                          Capital for the years ended December 31, 2001, 2000
                             and 1999
                          Statements of Cash Flows for the years ended December
                          31, 2001, 2000 and 1999 Notes to Financial Statements

                      2.  Financial Statement Schedules
                          All schedules for which provision is made in the
                          applicable accounting regulations of the Securities
                          and Exchange Commission are not required under the
                          related instructions or are inapplicable and,
                          therefore, have been omitted.

                      (b) Reports on Form 8-K for the fourth quarter of 2001
                          None

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



                                       32
<PAGE>

                                   SIGNATURES


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



                   Date:  3/25/2002

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


                     By:  ATEL Financial Services, LLC
                          General Partner of Registrant



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




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







                                       33
<PAGE>

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


        SIGNATURE                       CAPACITIES                       DATE



      /s/ Dean Cash               President, Chairman and Chief       3/25/2002
--------------------------------- Executive Officer of ATEL
        Dean Cash                 Financial Services, LLC




 /s/ Paritosh K. Choksi           Executive Vice President and         3/25/2002
--------------------------------- director of ATEL Financial Services,
   Paritosh K. Choksi             LLC, Principal financial officer of
                                  registrant; principal financial
                                  officer and director of ATEL
                                  Financial Services, LLC





 /s/ Donald E. Carpenter          Principal accounting officer of      3/25/2002
--------------------------------- registrant; principal accounting
   Donald E. Carpenter            officer of ATEL Financial Services,
                                  LLC






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

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

                                       34
<PAGE>