EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dean L. Cash, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Cash Distribution Fund V, L.P.;

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

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

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2012

/s/ Dean L. Cash Dean L. Cash President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paritosh K. Choksi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ATEL Cash Distribution Fund V, L.P.;

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

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

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2012

/s/ Paritosh K. Choksi Paritosh K. Choksi Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)

EX-32.1

Exhibit 32.1

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

In connection with the Quarterly Report of ATEL Cash Distribution Fund V, L.P. (the “Partnership”) on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean L. Cash, President and Chief Executive Officer of ATEL Financial Services, LLC, General Partner of the Partnership, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: November 13, 2012

/s/ Dean L. Cash Dean L. Cash President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)

A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

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

In connection with the Quarterly Report of ATEL Cash Distribution Fund V, L.P. (the “Partnership”) on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paritosh K. Choksi, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC, General Partner of the Partnership, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: November 13, 2012

/s/ Paritosh K. Choksi Paritosh K. Choksi Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)

A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.

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Investments in Equipment and Leases (Parenthetical) (Detail) (Assets Held-For-Sale and Lease, USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Assets Held-For-Sale and Lease
Leases Disclosure [Line Items]
Assets held for sale or lease, accumulated depreciation	$ 0	$ 5

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature.

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results from operations.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

In preparing the accompanying unaudited financial statements, the General Partner has reviewed events that have occurred after September 30, 2012, the date the Partnership ceased operations and transferred its net assets to the Trust, up until the date of issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to these financial statements, or adjustments hereto.

Use of estimates:

The preparation of financial statements in conformity with GAAP 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.

Segment reporting:

The Partnership was not organized to operate in multiple segments for the purpose of making operating decisions or assessing performance. Accordingly, the Partnership operated in one reportable operating segment in the United States.

Certain of the Partnership’s lessee customers may have had international operations. In those instances, the Partnership was aware that certain equipment, primarily railcars, may periodically exit the country. However, those lessee customers were based in the United States, and it was impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets were deployed.

The primary geographic region in which the Partnership sought leasing opportunities was North America.

The table below summarizes geographic information relating to the sources, by nation, of the total net revenues for the nine months ended September 30, 2012 and 2011, and long-lived tangible assets as of September 30, 2012 and December 31, 2011 (dollars in thousands):

	For the nine months ended September 30,
	2012		% of Total			2011		% of Total
Revenue
United States	$	6,547		95	%	$	2,114		100	%
Canada		370		5	%		—		0	%
Total International		370		5	%		—		0	%
Total	$	6,917		100	%	$	2,114		100	%

	As of September 30,					As of December 31,
	2012		% of Total			2011		% of Total
Long-lived assets
United States	$	—		0	%	$	2,066		73	%
Canada		—		0	%		777		27	%
Total International		—		0	%		777		27	%
Total	$	—		0	%	$	2,843		100	%

As of September 30, 2012, the Fund ceased operations and transferred its net assets to the Trust.

Per Unit data:

Net income and distributions per Unit were based upon the weighted average number of Limited Partners’ Units outstanding during the periods presented.

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Atel Financial Services and/ or Affiliates Earned Fees, Commissions, and Billed for Reimbursements Pursuant to Operating Agreement' (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Related Party Transaction [Line Items]
Cost reimbursements to General Partner	$ 54	$ 60	$ 170	$ 188
Equipment and incentive management fees to General Partner	58	18	89	57
Related Party Transaction, Expenses from Transactions with Related Party, Total	$ 112	$ 78	$ 259	$ 245

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Related Party Transactions - Additional Information (Detail) (General Partner)	9 Months Ended
	Sep. 30, 2012
Related Party Transaction [Line Items]
Percentage of cash distributions from operations as incentive management fee	5.00%
Operating Leases
Related Party Transaction [Line Items]
Equipment management fees as percentage of gross revenues	5.00%
Full Payout Leases
Related Party Transaction [Line Items]
Equipment management fees as percentage of gross revenues	2.00%

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Partners' Capital - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Limited Partners' Capital Account [Line Items]
Limited Partners capital account, units issued		12,471,600
Limited Partners capital account, units outstanding		12,471,600
Potential Units repurchase price as percentage of holder's capital account	100.00%
Distribution accrued	$ 6.2
Distributions to Limited Partners, per Unit	$ 0.5	$ 0.15
Limited Partners
Limited Partners' Capital Account [Line Items]
Allocation of net Income, net losses and tax credits	99.00%
Limited Partners | Second
Limited Partners' Capital Account [Line Items]
Percentage of cash distributions from operations as annual return on invested capital, second	10.00%
General Partner
Limited Partners' Capital Account [Line Items]
Allocation of net Income, net losses and tax credits	1.00%
General Partner | First
Limited Partners' Capital Account [Line Items]
Percentage of cash distributions from operations as incentive management fee, first	5.00%
General Partner | Third
Limited Partners' Capital Account [Line Items]
Percentage of distributions of remaining cash from operations as incentive management compensation, third	10.00%
Percentage of distributions of remaining cash from sales or refinancing as incentive management fee	15.00%
Initial Limited Partners
Limited Partners' Capital Account [Line Items]
Limited Partners capital account, units issued		50

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Organization and Partnership Matters

9 Months Ended

Sep. 30, 2012

Organization and Partnership Matters

1. Organization and partnership matters:

ATEL Cash Distribution Fund V, L.P. (the “Partnership” or the “Fund”) was formed under the laws of the State of California in September 1992. The Partnership was formed to engage in the sale of limited partnership investment units and the acquisition of equipment to utilize in equipment leasing and sales activities. The General Partner of the Partnership was ATEL Financial Services, LLC (“AFS”), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

The Partnership conducted a public offering of 12,500,000 Limited Partnership Units (“Units”) at a price of $10 per Unit. On March 19, 1993, subscriptions for the minimum number of Units, 120,000, or $1.2 million, had been received. On that date, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). As of November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125 million in addition to the Initial Limited Partners’ Units and the offering was terminated.

The Partnership’s principal objectives have been to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Partnership’s invested capital; (ii) generates distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ended December 31, 2000; and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (“Partnership Agreement”).

Pursuant to the Partnership Agreement, AFS receives compensation for services rendered and reimbursements for costs incurred on behalf of the Partnership (Note 4). The Partnership is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

As of September 30, 2012, the Partnership ceased operations and transferred its net assets (the “Trust Assets”) to a liquidating trust (the “Trust”). The Trust is governed and operated by all the terms and conditions of the Partnership Agreement. The Trust is irrevocable and was formed and will be operated for the sole purpose of liquidating the remaining Trust Assets, paying or otherwise satisfying any remaining or contingent liabilities of the Partnership, including payment of the administrative costs of the Trust, and distributing any remaining balance to the Trust Interest Holders (the former Unitholders of the Partnership in direct proportion to their respective former Unit holdings) upon termination of the Trust. In connection with the administration of the Trust Assets, the Trustee (AFS), as a fiduciary, shall have and may exercise the powers, authority and discretion, consistent with the powers of the General Partner under the Partnership Agreement. The Trustee shall make distributions to the Trust Interest Holders in the same manner, with the same allocations and priorities, as distributions would have been affected to Unitholders under the Partnership Agreement had the Trust Assets remained in the Partnership.

The Partnership assets and liabilities transferred to the Trust at September 30, 2012 were as follows (in thousands):

Cash				$	6,840
Non-cash assets and liabilities:
Accounts receivable	$	378
Investments in equipment and leases, net of accumulated depreciation of $12,896 at September 30, 2012		1,901
Accounts payable and accrued liabilities		(219	)
Accrued distribution to Limited Partners		(6,236	)
Net non-cash assets and liabilities transferred to Trust					(4,176	)
Net assets transferred to the Trust				$	2,664

These unaudited interim financial statements, to be filed with the Securities and Exchange Commission on Form 10-Q pursuant to mandatory quarterly reporting requirements, represent the Fund’s final public filing as the Partnership has terminated its operations and transferred its net assets to the Trust. Nonetheless, these unaudited financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

The Trust will continue to provide periodic financial statements to the Trust Interest Holders, as it finalizes the liquidation of Trust assets, settlement of accounts and makes liquidating distributions to Trust Interest Holders. The trust will prepare and have audited combined financial statements for the full year 2012 reflecting twelve months of combined Partnership and Trust operations.

On or about December 1, 2012, the offices of the Trust and the Trustee will be relocated to The Transamerica Pyramid, 600 Montgomery Street, 9th Floor, San Francisco, California 94111. The telephone number for the Trustee will be (415) 989-8800 at the new location.

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Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents		$ 249
Accounts receivable		261
Prepaid expenses and other assets		2
Investments in equipment and leases, net of accumulated depreciation of $0 at September 30, 2012 and $13,789 at December 31, 2011		2,843
Total assets		3,355
Accounts payable and accrued liabilities:
General Partner		113
Other		225
Unearned operating lease income		21
Total liabilities		359
Commitments and contingencies
Partners' capital:
General Partner		215
Limited Partners		2,781
Total Partners' capital		2,996
Total liabilities and Partners' capital		$ 3,355

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Statements Of Changes In Partners' Capital (Parenthetical) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Distributions to Limited Partners, per Unit	$ 0.5	$ 0.15

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Summary of Significant Accounting Policies - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2012 Segment
Segment Reporting Information [Line Items]
Number of operating segment	1

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Investments in Equipment and Leases (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Leases Disclosure [Line Items]
Beginning Balance	$ 2,843
Reclassifications & Additions/ Dispositions	(2,655)
Depreciation/ Amortization Expense or Amortization of Leases	(188)
Ending Balance
Operating Leases
Leases Disclosure [Line Items]
Beginning Balance	2,829
Reclassifications & Additions/ Dispositions	(2,642)
Depreciation/ Amortization Expense or Amortization of Leases	(187)
Ending Balance
Assets Held-For-Sale and Lease
Leases Disclosure [Line Items]
Beginning Balance	14
Reclassifications & Additions/ Dispositions	(13)
Depreciation/ Amortization Expense or Amortization of Leases	(1)
Ending Balance

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Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Operating activities:
Net income	$ 5,239	$ 205	$ 5,904	$ 789
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation of operating lease assets	55	190	188	602
Gain on sales of assets	(5,051)	(7)	(5,060)	(197)
Changes in operating assets and liabilities:
Accounts receivable	(162)	26	(117)	7
Prepaid expenses and other assets	6	(3)	2
Accounts payable and accruals:
General Partner	45	(5)	(59)	(62)
Other	(22)		(60)	(23)
Unearned operating lease income	(19)	71	(21)	(12)
Net cash provided by operating activities	91	477	777	1,104
Investing activities:
Proceeds from sales of assets	5,802	10	5,814	214
Net cash provided by investing activities	5,802	10	5,814	214
Financing activities:
Cash transferred to liquidating trust	(6,840)		(6,840)
Net cash used in financing activities	(6,840)		(6,840)
Net (decrease) increase in cash and cash equivalents	(947)	487	(249)	1,318
Cash and cash equivalents at beginning of period	947	1,327	249	496
Cash and cash equivalents at end of period		1,814		1,814
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes			3	3
Supplemental disclosures of non-cash transactions:
Distributions to Limited Partners accrued pursuant to Fund Liquidation	6,236		6,236
Net non-cash assets and liabilities transferred to Trust	$ 4,176		$ 4,176

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Balance Sheets (Parenthetical) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Investments in equipment and leases, accumulated depreciation	$ 0	$ 13,789

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Investment in Equipment and Leases, Net (Tables)

9 Months Ended

Sep. 30, 2012

Investments in Equipment and Leases

The Partnership’s investments in equipment and leases consist of the following (in thousands):

	Balance December 31, 2011		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance September 30, 2012
Net investment in operating leases	$	2,829	$	(2,642	)	$	(187	)	$	—
Assets held for sale or lease, net of accumulated depreciation of $0 at September 30, 2012 and $5 at December 31, 2011		14		(13	)		(1	)		—
Total	$	2,843	$	(2,655	)	$	(188	)	$	—

Equipment on Operating Lease

Equipment on operating leases consists of the following (in thousands):

	Balance December 31, 2011			Additions			Reclassifications or Dispositions			Balance September 30, 2012
Transportation, rail	$	16,379		$	—		$	(16,379	)	$	—
Containers		234			—			(234	)		—
		16,613			—			(16,613	)		—
Less accumulated depreciation		(13,784	)		(187	)		13,971			—
Total	$	2,829		$	(187	)	$	(2,642	)	$	—

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 31, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Trading Symbol	ZZEFB
Entity Registrant Name	ATEL CASH DISTRIBUTION FUND V L P
Entity Central Index Key	0000892875
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,471,600

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2012

Atel Financial Services and/ or Affiliates Earned Fees, Commissions, and Billed for Reimbursements Pursuant to Operating Agreement

During the three and nine months ended September 30, 2012 and 2011, AFS and/or affiliates earned fees and commissions, and billed for reimbursements pursuant to the Partnership Agreement as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Cost reimbursements to General Partner	$	54	$	60	$	170	$	188
Equipment and incentive management fees to General Partner		58		18		89		57
	$	112	$	78	$	259	$	245

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Statements Of Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Leasing activities:
Operating leases	$ 462	$ 631	$ 1,856	$ 1,916
Gain on sales of assets	5,051	7	5,060	197
Other	1		1	1
Total revenues	5,514	638	6,917	2,114
Expenses:
Depreciation of operating lease assets	55	190	188	602
Cost reimbursements to General Partner	54	60	170	188
Professional fees	8	3	24	21
Railcar maintenance	50	111	345	274
Equipment and incentive management fees to General Partner	58	18	89	57
Other management fees	15	22	57	62
Outside services	21	17	58	44
Postage	1		19	17
Printing and photocopying	2		28	22
Other	11	12	35	38
Total expenses	275	433	1,013	1,325
Net income	5,239	205	5,904	789
Net income:
General Partner	52	2	59	8
Limited Partners	5,187	203	5,845	781
Net income	$ 5,239	$ 205	$ 5,904	$ 789
Net income per Limited Partnership Unit	0.42	0.02	0.47	0.06
Weighted average number of Units outstanding	12,471,600	12,471,600	12,471,600	12,471,600

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Guarantees

9 Months Ended

Sep. 30, 2012

Guarantees

5. Guarantees:

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

The General Partner knows of no facts or circumstances that would make the Partnership’s, and successor Trust’s, contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these indemnification obligations were made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnership’s similar commitments is remote. With the transfer of the Fund’s net assets to the Trust, any indemnification obligation which may become payable will be borne by the Trust, separately recorded and/or disclosed as a liability in accordance with GAAP.

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Related Party Transactions

9 Months Ended

Sep. 30, 2012

Related Party Transactions

4. Related party transactions:

The terms of the Partnership Agreement provided that AFS and/or affiliates were entitled to receive certain fees for equipment acquisition, management and resale and for management of the Partnership. In connection with the administration of the Trust Assets, the Trustee, as a fiduciary, shall have and may exercise the powers, authority and discretion, consistent with the powers of the General Partner under the Partnership Agreement.

The Partnership Agreement allowed for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS was not reimbursed for services whereby it was entitled to receive a separate fee as compensation for such services, such as acquisition and disposition of equipment.

Each of ATEL Leasing Corporation (“ALC”) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership and successor Trust. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS.

Cost reimbursements to the General Partner and successor Trustee are based on its costs incurred in performing administrative services for the Partnership. These costs are allocated to each managed entity based on certain criteria such as managed assets, number of investors or contributed capital based upon the type of cost incurred.

Incentive management fees are computed as 5% of distributions of cash from operations, as defined in the Partnership Agreement and equipment management fees are computed as 5% of gross revenues from operating leases plus 2% of gross revenues from full payout leases both as defined in the Partnership Agreement.

During the three and nine months ended September 30, 2012 and 2011, AFS and/or affiliates earned fees and commissions, and billed for reimbursements pursuant to the Partnership Agreement as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Cost reimbursements to General Partner	$	54	$	60	$	170	$	188
Equipment and incentive management fees to General Partner		58		18		89		57
	$	112	$	78	$	259	$	245

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Summary of Geographic Information Relating to Sources, by Nation, of Company's Total Net Revenues and Long-lived Tangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 5,514	$ 638	$ 6,917	$ 2,114
Percentage of total revenue			100.00%	100.00%
Long-lived assets					2,843
Percentage of long-lived assets	0.00%		0.00%		100.00%
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue			6,547	2,114
Percentage of total revenue			95.00%	100.00%
Long-lived assets					2,066
Percentage of long-lived assets	0.00%		0.00%		73.00%
CANADA
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue			370
Percentage of total revenue			5.00%	0.00%
Long-lived assets					777
Percentage of long-lived assets	0.00%		0.00%		27.00%
Total International
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue			370
Percentage of total revenue			5.00%	0.00%
Long-lived assets					$ 777
Percentage of long-lived assets	0.00%		0.00%		27.00%

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Organization and Partnership Matters - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended
	Dec. 31, 2000	Nov. 15, 1994	Mar. 19, 1993
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Public offering of Limited Partnership Units			12,500,000
Public offering of Limited Partnership Units, price per share			$ 10
Sale of Limited Partnership Units, number of units		12,500,000	120,000
Proceeds from sale of Limited Partnership Units		$ 125.0	$ 1.2
Reinvestment period	6 years

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Organization and Partnership Matters (Tables)

9 Months Ended

Sep. 30, 2012

Partnership Assets and Liabilities Transferred To Trust

The Partnership assets and liabilities transferred to the Trust at September 30, 2012 were as follows (in thousands):

Cash				$	6,840
Non-cash assets and liabilities:
Accounts receivable	$	378
Investments in equipment and leases, net of accumulated depreciation of $12,896 at September 30, 2012		1,901
Accounts payable and accrued liabilities		(219	)
Accrued distribution to Limited Partners		(6,236	)
Net non-cash assets and liabilities transferred to Trust					(4,176	)
Net assets transferred to the Trust				$	2,664

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Partners' Capital

9 Months Ended

Sep. 30, 2012

Partners' Capital

6. Partners’ capital:

At December 31, 2011, 12,471,600 Units remained issued and outstanding (including the 50 Units issued to the Initial Limited Partners). Effective with the transfer of net assets to the Trust, all Unitholder interests were transferred thereto.

The Partnership had the right, exercisable at the General Partner’s discretion, but not the obligation, to repurchase Units of a Unitholder who ceases to be a U.S. Citizen, for a price equal to 100% of the holder’s capital account. The Partnership was otherwise permitted, but not required, to repurchase Units upon a holder’s request. The repurchase of Fund Units was made in accordance with Section 13 of the Amended and Restated Agreement of Limited Partnership. The repurchase would have been at the discretion of the General Partner on terms it determined to be appropriate under given circumstances, in the event that the General Partner deemed such repurchase to be in the best interest of the Partnership; provided, the Partnership was never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units were cancelled. Units repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the Unitholder with respect to the Units. All Units repurchased during a quarter were deemed to be repurchased effective the last day of the preceding quarter, and were not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.

As defined in the Limited Partnership Agreement, the Partnership’s Net Income, Net Losses, and Tax Credits were to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allowed the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero.

As defined in the Limited Partnership Agreement, available Cash from Operations and Cash from Sales and Refinancing were to be distributed as follows:

First, 5% of Distributions of Cash from Operations to AFS as Incentive Management Fee;

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

Third, AFS was to receive as Incentive Management Compensation, the following:

(A) 10% of remaining Cash from Operations and

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

Fourth, the balance to the Limited Partners.

There were no distributions paid to the Limited Partners during the three and nine months ended September 30, 2012 and 2011.

As discussed in Note 1, as of September 30, 2012, the Partnership ceased operations and transferred its net assets to a liquidating trust (the “Trust”). The Trust was formed to liquidate the remaining Trust Assets, pay or otherwise satisfy any remaining or contingent liabilities of the Partnership, including payment of the administrative costs of the Trust, and distribute any balance to the Unitholders (as Trust Interest Holders) upon termination of the Trust.

A distribution of $6.2 million, or $.50 per Unit, was accrued at September 30, 2012 and will be paid to Unitholder interests during the fourth quarter of 2012 pursuant to the ongoing liquidation of the Trust.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2012

Basis of Presentation

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature.

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results from operations.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

In preparing the accompanying unaudited financial statements, the General Partner has reviewed events that have occurred after September 30, 2012, the date the Partnership ceased operations and transferred its net assets to the Trust, up until the date of issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to these financial statements, or adjustments hereto.

Use of Estimates

Use of estimates:

The preparation of financial statements in conformity with GAAP 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.

Segment Reporting

Segment reporting:

The Partnership was not organized to operate in multiple segments for the purpose of making operating decisions or assessing performance. Accordingly, the Partnership operated in one reportable operating segment in the United States.

Certain of the Partnership’s lessee customers may have had international operations. In those instances, the Partnership was aware that certain equipment, primarily railcars, may periodically exit the country. However, those lessee customers were based in the United States, and it was impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets were deployed.

The primary geographic region in which the Partnership sought leasing opportunities was North America.

The table below summarizes geographic information relating to the sources, by nation, of the total net revenues for the nine months ended September 30, 2012 and 2011, and long-lived tangible assets as of September 30, 2012 and December 31, 2011 (dollars in thousands):

	For the nine months ended September 30,
	2012		% of Total			2011		% of Total
Revenue
United States	$	6,547		95	%	$	2,114		100	%
Canada		370		5	%		—		0	%
Total International		370		5	%		—		0	%
Total	$	6,917		100	%	$	2,114		100	%

	As of September 30,					As of December 31,
	2012		% of Total			2011		% of Total
Long-lived assets
United States	$	—		0	%	$	2,066		73	%
Canada		—		0	%		777		27	%
Total International		—		0	%		777		27	%
Total	$	—		0	%	$	2,843		100	%

As of September 30, 2012, the Fund ceased operations and transferred its net assets to the Trust.

Per Unit Data

Per Unit data:

Net income and distributions per Unit were based upon the weighted average number of Limited Partners’ Units outstanding during the periods presented.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2012

Summary of Geographic Information Relating to Sources, by Nation, of Company's Total Net Revenues and Long-lived Tangible Assets

The table below summarizes geographic information relating to the sources, by nation, of the total net revenues for the nine months ended September 30, 2012 and 2011, and long-lived tangible assets as of September 30, 2012 and December 31, 2011 (dollars in thousands):

	For the nine months ended September 30,
	2012		% of Total			2011		% of Total
Revenue
United States	$	6,547		95	%	$	2,114		100	%
Canada		370		5	%		—		0	%
Total International		370		5	%		—		0	%
Total	$	6,917		100	%	$	2,114		100	%

	As of September 30,					As of December 31,
	2012		% of Total			2011		% of Total
Long-lived assets
United States	$	—		0	%	$	2,066		73	%
Canada		—		0	%		777		27	%
Total International		—		0	%		777		27	%
Total	$	—		0	%	$	2,843		100	%

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Partnership Asset and Liabilities Transferred to Trust (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Investments in equipment and leases, accumulated depreciation	$ 0	$ 13,789
Asset and (Liabilities) Transferred to Trust
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Investments in equipment and leases, accumulated depreciation	$ 12,896

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Investment in Equipment and Leases, Net - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Leases Disclosure [Line Items]
Depreciation of operating lease assets	$ 55	$ 190	$ 188	$ 602
Average estimated residual value of assets on operating leases					14.00%
Lease asset sales proceeds	5,802	10	5,814	214
Gain on sale of lease asset	$ 5,051	$ 7	$ 5,060	$ 197

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Statements Of Changes In Partners' Capital (USD $) In Thousands, except Share data	Total	Limited Partners	General Partner
Beginning Balance at Dec. 31, 2010	$ 3,900	$ 3,695	$ 205
Beginning Balance (in shares) at Dec. 31, 2010		12,471,600
Distributions to Limited Partners	(1,870)	(1,870)
Net income	966	956	10
Ending Balance at Dec. 31, 2011	2,996	2,781	215
Ending Balance (in shares) at Dec. 31, 2011		12,471,600
Distributions to Limited Partners	(6,236)	(6,236)
Net income	5,904	5,845	59
Net assets transferred to liquidating trust	(2,664)	(2,664)
Net assets transferred to liquidating trust, shares		(12,471,600)
Transfer of Unitholder interests to liquidating trust		$ 274	$ (274)
Ending Balance at Sep. 30, 2012

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Investment in Equipment and Leases, Net

9 Months Ended

Sep. 30, 2012

Investment in Equipment and Leases, Net

3. Investment in equipment and leases, net:

The Partnership’s investments in equipment and leases consist of the following (in thousands):

	Balance December 31, 2011		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance September 30, 2012
Net investment in operating leases	$	2,829	$	(2,642	)	$	(187	)	$	—
Assets held for sale or lease, net of accumulated depreciation of $0 at September 30, 2012 and $5 at December 31, 2011		14		(13	)		(1	)		—
Total	$	2,843	$	(2,655	)	$	(188	)	$	—

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviewed the carrying values of its assets on leases and assets held for sale or lease. As a result of those reviews, management determined that no impairment losses existed during the respective nine months ended September 30, 2012 and 2011.

The Partnership utilized a straight-line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Partnership’s equipment was $55 thousand and $190 thousand for the respective three months ended September 30, 2012 and 2011, and was $188 thousand and $602 thousand for the respective nine months ended September 30, 2012 and 2011.

All of the leased property was acquired in the years 1993 through 2004.

Operating leases:

Equipment on operating leases consists of the following (in thousands):

	Balance December 31, 2011			Additions			Reclassifications or Dispositions			Balance September 30, 2012
Transportation, rail	$	16,379		$	—		$	(16,379	)	$	—
Containers		234			—			(234	)		—
		16,613			—			(16,613	)		—
Less accumulated depreciation		(13,784	)		(187	)		13,971			—
Total	$	2,829		$	(187	)	$	(2,642	)	$	—

The average estimated residual value for assets on operating leases was 14% of the assets’ original cost at December 31, 2011.

As of September 30, 2012, the Fund ceased operations and transferred its net assets to the Trust. During the third quarter of 2012, the Company continued its liquidation of assets with multiple sales of railcars. Year-to-date, lease asset sales proceeds approximated $5.8 million with a related gain on such sales of $5.1 million primarily from the third quarter transaction. By comparison, sales of lease assets resulted in realized gains of $7 thousand and $197 thousand for the three and nine months ended September 30, 2011, respectively.

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Equipment on Operating Lease (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Property Subject to or Available for Operating Lease [Line Items]
Beginning Balance	$ 2,829
Additions	(187)
Reclassifications or Dispositions	(2,642)
Ending Balance
Transportation, rail
Property Subject to or Available for Operating Lease [Line Items]
Beginning Balance	16,379
Reclassifications or Dispositions	(16,379)
Ending Balance
Containers
Property Subject to or Available for Operating Lease [Line Items]
Beginning Balance	234
Reclassifications or Dispositions	(234)
Ending Balance
Total Equipment on Operating Lease at Cost
Property Subject to or Available for Operating Lease [Line Items]
Beginning Balance	16,613
Reclassifications or Dispositions	(16,613)
Ending Balance
Accumulated depreciation
Property Subject to or Available for Operating Lease [Line Items]
Beginning Balance	(13,784)
Additions	(187)
Reclassifications or Dispositions	13,971
Ending Balance

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Partnership Asset and Liabilities Transferred to Trust (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Accounts receivable		$ 261
Investments in equipment and leases, net of accumulated depreciation of $12,896 at September 30, 2012		2,843
Asset and (Liabilities) Transferred to Trust
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Cash	6,840
Accounts receivable	378
Investments in equipment and leases, net of accumulated depreciation of $12,896 at September 30, 2012	1,901
Accounts payable and accrued liabilities	(219)
Accrued distribution to Limited Partners	(6,236)
Net non-cash assets and liabilities transferred to Trust	(4,176)
Net assets transferred to the Trust	$ 2,664