content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
         Date of Report (Date of earliest event reported): November 15, 2005
                                                           -----------------
  
                         ATEL Cash Distribution Fund V, L.P.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
        California                      000-23842                  94-3165807
  --------------------------------------------------------------------------------
  (State or other jurisdiction         (Commission               (IRS Employer
       of incorporation)                File Number)           Identification No.)
  
  
       600 California Street, 6th Floor, San Francisco, California 94108-2733
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
  
         Registrant's telephone number, including area code: (415) 989-8800
                                                             --------------
  
                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  <PAGE>
  
  
  Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
  Audit Report or Completed Interim Review.
  
  On November 15, 2005, the registrant's manager determined that the registrant's
  financial statements for the years ended December 31, 2004, 2003 and 2002
  should no longer be relied upon, as the manager has determined that these
  financial statements must be restated.
  
  The registrant's manager has undertaken a review and revision of its methods for
  calculating, recording and allocating its initial direct costs of leases (IDC)
  for all of its managed equipment leasing programs. As a result of this review,
  the manager determined that a portion of an acquisition fee, which was
  capitalized and amortized by the registrant in 2003 and prior periods as IDC,
  must be recharacterized as an expense. As a result, an amount formerly amortized
  as IDC in 2003 and 2004 will instead be completely expensed as of the end of
  2002, resulting in the posting of an adjustment to retained earnings as of the
  beginning of 2003.
  
  In addition to the changes described above, in 2003, the registrant's financial
  statements reflected and disclosed an adjustment for an impairment of the value
  of certain assets. The impairment charge should have been recorded in the fourth
  quarter of 2002. The effect of recording the impairment in 2003 instead of 2002
  was that the registrant's income for 2002 was overstated as a result of the
  shift in the period the impairment was recorded, and income for 2003 was
  understated, in each case by the amount of the recorded impairment. Two other
  items recorded in 2003 have been adjusted. One item previously recorded in 2003
  has instead been recorded in 2002 and thereby increases lease revenue in 2003
  with a corresponding reduction in 2002. The other item involves recognition of
  additional administrative expense for 2003 and a corresponding decrease in
  administrative expense for 2004.
  
  The registrant has determined that the net effect of these restatement
  adjustments will be a decrease in net income for 2002 of $575,237, a decrease in
  net loss for 2003 of $558,096, and an increase in net income of $11,567 for
  2004. The foregoing amounts equal approximately 2.9%, 3.6% and 0.1% of the
  registrant's total assets for each of the affected years, respectively.
  
  The registrant's manager, including the officers of the manager acting as the
  registrant's audit committee, have discussed the matters in this report and will
  continue to discuss this matter with its registered public accounting firm.
  
  The registrant will prepare and file an amended annual report on Form 10-K with
  restated audited financial statements and amended Management Discussion and
  Analysis for the years ended December 31, 2004, 2003 and 2002. The registrant
  anticipates that it will file any required amended reports within 30 days from
  the date of this report.
  
  SIGNATURES
  
  Pursuant to the requirements 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.
  
  Dated:   November 21, 2005
  
  
                                      ATEL Cash Distribution Fund V, L.P.
                                      By ATEL Financial Services, LLC,
                                      General Partner of Registrant
  
                                      By:  /s/ Dean L. Cash
                                           -------------------------------
                                           Dean L. Cash, President and
                                           Chief Executive Officer
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metadata_filer: {"company-data": {"conformed-name": "ATEL CASH DISTRIBUTION FUND V L P", "cik": "0000892875", "assigned-sic": "7359", "irs-number": "943165807", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23842", "film-number": "051217844"}, "business-address": {"street1": "600 CALIFORNIA ST 6TH FLR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "4159898800"}, "mail-address": {"street1": "600 CALIFORNIA ST", "street2": "6TH FL", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): November 15, 2005
                                                           -----------------
  
                         ATEL Cash Distribution Fund V, L.P.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
        California                      000-23842                  94-3165807
  --------------------------------------------------------------------------------
  (State or other jurisdiction         (Commission               (IRS Employer
       of incorporation)                File Number)           Identification No.)
  
       600 California Street, 6th Floor, San Francisco, California 94108-2733
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (415) 989-8800
                                                             --------------
  
                                         N/A
      -------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
  Audit Report or Completed Interim Review.
  
  On November 15, 2005, the registrant's manager determined that the registrant's
  financial statements for the years ended December 31, 2004, 2003 and 2002
  should no longer be relied upon, as the manager has determined that these
  financial statements must be restated.
  
  The registrant's manager has undertaken a review and revision of its methods for
  calculating, recording and allocating its initial direct costs of leases (IDC)
  for all of its managed equipment leasing programs. As a result of this review,
  the manager determined that a portion of an acquisition fee, which was
  capitalized and amortized by the registrant in 2003 and prior periods as IDC,
  must be recharacterized as an expense. As a result, an amount formerly amortized
  as IDC in 2003 and 2004 will instead be completely expensed as of the end of
  2002, resulting in the posting of an adjustment to retained earnings as of the
  beginning of 2003.
  
  In addition to the changes described above, in 2003, the registrant's financial
  statements reflected and disclosed an adjustment for an impairment of the value
  of certain assets. The impairment charge should have been recorded in the fourth
  quarter of 2002. The effect of recording the impairment in 2003 instead of 2002
  was that the registrant's income for 2002 was overstated as a result of the
  shift in the period the impairment was recorded, and income for 2003 was
  understated, in each case by the amount of the recorded impairment. Two other
  items recorded in 2003 have been adjusted. One item previously recorded in 2003
  has instead been recorded in 2002 and thereby increases lease revenue in 2003
  with a corresponding reduction in 2002. The other item involves recognition of
  additional administrative expense for 2003 and a corresponding decrease in
  administrative expense for 2004.
  
  The registrant has determined that the net effect of these restatement
  adjustments will be a decrease in net income for 2002 of $575,237, a decrease in
  net loss for 2003 of $558,096, and an increase in net income of $11,567 for
  2004. The foregoing amounts equal approximately 2.9%, 3.6% and 0.1% of the
  registrant's total assets for each of the affected years, respectively.
  
  The registrant's manager, including the officers of the manager acting as the
  registrant's audit committee, have discussed the matters in this report and will
  continue to discuss this matter with its registered public accounting firm.
  
  The registrant will prepare and file an amended annual report on Form 10-K with
  restated audited financial statements and amended Management Discussion and
  Analysis for the years ended December 31, 2004, 2003 and 2002. The registrant
  anticipates that it will file any required amended reports within 30 days from
  the date of this report.
  
  SIGNATURES
  
  Pursuant to the requirements 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.
  
  Dated:   November 21, 2005
  
                                      ATEL Cash Distribution Fund V, L.P.
                                      By ATEL Financial Services, LLC,
                                      General Partner of Registrant
  
                                      By:  /s/ Dean L. Cash
                                           -------------------------------
                                           Dean L. Cash, President and
                                           Chief Executive Officer