Form 10-Q/A 			SECURITIES AND EXCHANGE COMMISSION 			 Washington, DC 20549 									 	x Quarterly Report Pursuant to Section 13 or 15(d) 			of the Securities Exchange Act of 1934. 			For the quarterly period ended June 30, 1995 			 			 Transition Report Pursuant to Section 13 or 15(d) 			of the Securities Exchange Act of 1934. 			For the transition period from ____to _______ 				 				 Commission File Number 0-16843 		ATEL Cash Distribution Fund, a California Limited Partnership 		(Exact name of registrant as specified in its charter) 									 		California 94-2985201 		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 									 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 			 			DOCUMENTS INCORPORATED BY REFERENCE 						 						None Part I. FINANCIAL INFORMATION 									 Item 1. Financial Statements. 									 			 ATEL CASH DISTRIBUTION FUND 	 (A CALIFORNIA LIMITED PARTNERSHIP) 				BALANCE SHEETS 		 JUNE 30, 1995 and DECEMBER 31, 1994 				 (Unaudited) 				 ASSETS 							1995 1994 							---- ---- Cash and cash equivalents $168,677 $203,776 									 Accounts receivable, net of allowance for doubtful accounts of $22,097 in 1995 and 1994 4,297 3,606 									 Investment in leases and equipment 624,386 484,971 						 -------- -------- 						 $797,360 $692,353 						 ======== ======== 		 LIABILITIES AND PARTNERS' CAPITAL 									 Long-term non-recourse debt $205,517 									 Accounts payable and accruals 36,196 $68,459 									 Deposits due to lessees 12,914 12,914 Unearned operating lease income 1,040 1,903 						 ------- ------- Total liabilities 255,667 83,276 									 Partners' capital: General partners 19,083 16,807 Limited partners 522,610 592,270 						 -------- -------- Total partners' capital 541,693 609,077 						 -------- -------- 						 $797,360 $692,353 						 ======== ======== 			 		 See notes to financial statements 			 ATEL CASH DISTRIBUTION FUND 		 (A CALIFORNIA LIMITED PARTNERSHIP) 			 STATEMENTS OF OPERATIONS 		 SIX AND THREE MONTH PERIODS ENDED 			 JUNE 30, 1995 and 1994 				 				 (Unaudited) 				 				 	Six Months Three Months 			 	 Ended June 30, Ended June 30, 				 1995 1994 1995 1994 				 -------- -------- -------- -------- Revenues: Lease income: Operating $49,926 $107,663 $28,249 $41,962 Direct financing 34,150 29,871 16,566 13,581 Gain (loss) on sale of equipment 9,837 39,238 (2) 40,957 Other 103,308 5,757 103,296 1,296 Gain on sale of marketable securities 68,158 - - - Interest income 566 8,077 246 2,919 				 --------- -------- -------- ------- 				 265,945 190,606 148,355 100,715 				 --------- -------- -------- -------- Expenses: Professional fees 12,213 20,169 3,808 13,316 Depreciation 8,760 74,818 6,990 15,472 Other 6,422 9,370 3,907 7,305 Taxes 4,920 - 4,920 - Interest 3,281 5,809 3,281 2,443 Provision for losses 2,797 - 1,389 - Administrative cost reimbursements - 34,380 - 13,290 Management fees - 20,359 - - 				 -------- -------- -------- -------- 				 38,393 164,905 24,295 51,826 				 -------- -------- -------- -------- Net income $227,552 $25,701 $124,060 $48,889 				 ======== ======== ======== ======== Net income: General partners $2,276 $257 $1,241 $489 Limited partners 225,276 25,444 122,819 48,400 			 -------- -------- -------- -------- 				 $227,552 $25,701 $124,060 $48,889 				 ======== ======== ======== ======== Net income per limited partnership unit $11.29 $1.27 $6.15 $2.42 Weighted average number of units outstanding 19,962 19,967 19,962 19,962 			 		 See notes to financial statements 				 				 			 ATEL CASH DISTRIBUTION FUND 	 (A CALIFORNIA LIMITED PARTNERSHIP) 		 		 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL 			SIX MONTHS ENDED JUNE 30, 1995 				 				 (Unaudited) 			 Limited Partners General 				 Units Amount Partners Total 				 -------- -------- -------- -------- Balance December 31, 1994 19,962 $592,270 $16,807 $609,077 Net income 225,276 2,276 227,552 Distributions (294,936) (294,936) 				 -------- -------- -------- --------- Balance June 30, 1995 19,962 $522,610 $19,083 $541,693 				 ======== ======== ======== ========= 		 See notes to financial statements 			 ATEL CASH DISTRIBUTION FUND 	 (A CALIFORNIA LIMITED PARTNERSHIP) 			 			 STATEMENTS OF CASH FLOWS 		 SIX AND THREE MONTH PERIODS ENDED 			 JUNE 30, 1995 and 1994 				 (Unaudited) 						 				 Six Months Three Months 					Ended June 30, Ended June 30, 				 1995 1994 1995 1994 				 ---- ---- ---- ---- Operating activities: Net income $227,552 $25,701 $124,060 $48,889 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization expense 8,760 74,818 6,990 15,472 (Gain) loss on sales of assets (9,837) (39,238) 2 (40,957) Provision for losses 2,797 - 1,389 - Changes in operating assets and liabilities: Accounts receivable (691) 20,406 (4,297) 46,377 Accrued interest - - - (765) Unearned operating lease income (863) 2,573 125 2,573 Deposits due to lessee - 12,914 - 12,914 Accounts payable, general 	 partners - (65,389) - (20,359) Accounts payable, other (32,263) 36,563 (21,544) (7,887) 				 -------- -------- -------- -------- Net cash from operations 195,455 68,348 106,725 56,257 				 -------- -------- -------- -------- Investing activities: Purchase of assets on operating leases (208,789) - (208,789) - Proceeds from sales of lease assets 30,000 317,224 - 264,590 Reductions in net investment in direct financing leases 37,654 50,950 19,336 (10,810) Investment in direct financing leases - (247,000) - (247,000) Payment of initial direct costs - (3,705) - (3,705) 				 -------- -------- -------- -------- Net cash provided by investing activities (141,135) 117,469 (189,453) 3,075 				 -------- -------- -------- -------- 			 ATEL CASH DISTRIBUTION FUND 		 (A CALIFORNIA LIMITED PARTNERSHIP) 			 STATEMENTS OF CASH FLOWS 				 (Continued) 		 SIX AND THREE MONTH PERIODS ENDED 			 JUNE 30, 1995 and 1994 				 (Unaudited) 							 					 Six Months Three Months 					 Ended June 30, Ended June 30, 				 1995 1994 1995 1994 			 ---- ---- ---- ---- Financing activities: Distributions to limited partners (294,936) (670,701) (76,735) (335,215) Proceeds from long-term non-recourse debt 205,517 - 205,517 - Repayments of long-term non-recourse debt - (95,014) - (67,556) Repurchase of limited partnership units - (1,894) - (1,894) 				 -------- -------- -------- -------- Net cash used in financing activities (89,419) (767,609) 128,782 (404,665) 				 -------- -------- -------- -------- Net increase (decrease) in cash and cash equivalents (35,099) (581,792) 46,054 (345,333) Cash and cash equivalents at beginning of period 203,776 987,546 122,623 751,087 				 -------- -------- -------- -------- Cash and cash equivalents at end of period $168,677 $405,754 $168,677 $405,754 				 ======== ======== ======== ======== Supplemental disclosures of cash flow information: Cash paid during the period for interest $3,281 $5,809 $3,281 $2,443 			 ======== ======== ======== ======== 		 See notes to financial statements 			 ATEL CASH DISTRIBUTION FUND 		 (A CALIFORNIA LIMITED PARTNERSHIP) 			 NOTES TO FINANCIAL STATEMENTS 			 	 JUNE 30, 1995 				 (Unaudited) 									 									 1. Interim financial statements: The unaudited interim financial statements reflect all adjustments which are, in the opinion of the general partners, necessary to a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim financial statements should be read in conjunction with the most recent report on Form 10K. 		 2. Investment in leases: The Partnership's investment in leases consists of the following: 									 					 Depreciation & 		 December 31, Amortization Dispos- June 30, 			 1994 Additions of Leases itions 1995 			 -------- -------- -------- -------- -------- Net investment in operating leases $149,632 $208,789 ($8,306) ($20,162) $329,953 Net investment in direct financing leases 332,682 - (37,654) (1) 295,027 Initial direct costs 3,251 - (454) - 2,797 Reserve for losses (594) (2,797) - - (3,391) 			 -------- -------- -------- -------- -------- 			 $484,971 $205,992 ($46,414) ($20,163) $624,386 			 ======== ======== ======== ======== ======== 									 									 			 ATEL CASH DISTRIBUTION FUND 		 (A CALIFORNIA LIMITED PARTNERSHIP) 			 NOTES TO FINANCIAL STATEMENTS 				 JUNE 30, 1995 				 (Unaudited) 									 2. Investment in leases: (continued) Operating leases: 									 The following schedule provides an analysis of the Partnership's investment in property on operating leases by major classifications as of December 31, 1994, acquisitions and dispositions during the quarters ended March 31, and June 30, 1995 and as of June 30, 1995. 									 						 Acquisitions & 				December 31, Dispositions June 30, 				 1994 1st Quarter 2nd Quarter 1995 				 -------- -------- -------- -------- Materials handling $392,901 $392,901 Manufacturing equipment 35,653 $208,789 244,442 Motor vehicles 148,672 ($114,972) - 33,700 				 -------- -------- -------- -------- 				 577,226 (114,972) 208,789 671,043 Less accumulated depreciation (427,594) 93,268 (6,764) (341,090) 				 -------- -------- -------- -------- 				 $149,632 ($21,704) $202,025 $329,953 				 ======== ========= ========= ======== Equipment on operating leases was acquired in 1987, 1988, 1989, 1990, 1992, 1993 and 1995. 									 At June 30, 1995, the aggregate amounts of future minimum lease payments from direct financing leases and operating leases are as follows: 									 	 Year ending Direct 	 December 31, Financing Operating Total 	 ------------ --------- --------- -------- 		 1995 $71,803 $52,153 $123,956 		 1996 143,606 70,905 214,511 		 1997 143,606 51,948 195,554 		 1998 51,091 51,948 103,039 		 1999 - 51,948 51,948 	 Thereafter - 25,974 25,974 	 		 -------- --------- -------- 			 $410,106 $304,876 $714,982 			 ======== ========= ======== 								 									 			 ATEL CASH DISTRIBUTION FUND 		 (A CALIFORNIA LIMITED PARTNERSHIP) 			 NOTES TO FINANCIAL STATEMENTS 				 JUNE 30, 1995 				 (Unaudited) 3. Long-term non-recourse debt: 									 Note payable to financial institution is due in monthly installments of principal and interest. The note is secured by an assignment of lease payments and a pledge of the assets which were purchased with the proceeds of the note. Interest on the note is at an annual rate of 9.25%. The balance remaining at June 30, 1995 is due in monthly payments through 2000. Future minimum principal and interest payments of debt as of June 30, 1995 are as follows: 									 		 Year ending 		 December 31, Principal Interest Total 		 ------------ --------- -------- -------- 			 1995 $14,894 $11,012 $25,906 			 1996 35,808 16,140 51,948 			 1997 39,264 12,684 51,948 			 1998 43,054 8,894 51,948 			 1999 47,210 4,738 51,948 		 Thereafter 25,287 687 25,974 				 -------- ------- -------- 				 $205,517 $54,155 $259,672 				 ======== ======= ======== 			 ATEL CASH DISTRIBUTION FUND 		 (A CALIFORNIA LIMITED PARTNERSHIP) 			 NOTES TO FINANCIAL STATEMENTS 				 JUNE 30, 1995 				 (Unaudited) 4. Related party transactions: 									 The terms of the Limited Partnership Agreement provide that the General Partners and/or their Affiliates are entitled to receive certain fees for equipment acquisition, management and resale and management of the Partnership. The General Partners earned partnership management fees equal to 5% of cash distributed from operations and equipment management fees equal to 2% of full payout lease rentals and 5% of operating lease rentals pursuant to the Limited Partnership Agreement. Effective April 1, 1994, the General Partners elected to waive all management fees. The amount of management fees earned in 1994 was $20,359. 									 The Limited Partnership Agreement allows for the reimbursement of costs incurred by ATEL in providing administrative services to the Partnership. Administrative services provided include partnership accounting, investor relations, legal counsel and lease and equipment documentation. ATEL 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 ATEL 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. Effective May 1, 1994, the General Partners have elected to waive all reimbursements of administrative costs. In 1995, $32,427 was waived. Costs charged and reimbursed in 1994 totaled $34,380. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 	 CONDITION AND RESULTS OF OPERATIONS 									 Capital Resources and Liquidity At June 30, 1995, the Partnership had cash balances of $168,677. Of this amount, $135,761 was cash held for the distribution made to the Limited Partners in July of 1995. 									 During the first and second quarters, the Partnership's primary sources of liquidity were cash flows from the sales of marketable securities and cash received relating to the bankruptcy settlement of Financial News Network (FNN), a former lessee of the Partnership. Lease rentals were the second major source of liquidity in the first and second quarters. The liquidity of the Partnership will vary in the future, increasing to the extent cash flows from operations exceed expenses, and decreasing as distributions are made to the Limited Partners and to the extent expenses exceed cash flows from leases and proceeds form asset sales. 									 The Partnership currently has available adequate reserves to meet contingencies. As of June 30, 1995, the Partnership had borrowed approximately $2,817,500 with a remaining unpaid balance of $205,517. Between December 31, 1994 and June 30, 1995, new borrowings totaled $207,517. The borrowings are non-recourse to the Partnership, that is the only recourse of the lender is to equipment or corresponding lease acquired or secured with the loan proceeds. The Agreement of Limited Partnership limits such borrowings to 80% of the total cost of equipment, in aggregate. The Partnership made a distribution of cash from operations to the Limited Partners in April 1995. This distribution was based on the results of operations in the first quarter of 1995. The amount of the distribution was $3.43 per Unit. The distribution represents an annualized distribution rate of 2.74%. 									 The Partnership also made a distribution of cash from operations to the Limited Partners in July 1995. This distribution was based on the results of operations in the second quarter of 1995. The amount of the distribution was $6.07 per Unit. The distribution represents an annualized distribution rate of 4.86%. 									 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 or decrease significantly, the lease rates that the Partnership can obtain on future leases will be expected to increase or decrease in parallel 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. Six months, 1995 vs. 1994 During the first six months of 1995, the Partnership's largest sources of operating cash flows came from the sales of marketable securities and from cash received as a part of the bankruptcy settlement of FNN, $68,158 and $103,286, respectively. Both of these events were of a one time nature. Cash flows from operations resulting from operating lease rents decreased by about $67,000 due to lease terminations as discussed under the caption "Results of Operations". Operating lease rents and proceeds from asset sales were the primary sources of cash for the six month period in 1994. 								 Proceeds of the sales of assets decreased in 1995 compared to 1994. This was a result of a smaller amount of equipment being sold (cost of $114,972 in 1995 compared to $1,161,120 in 1994). The types of equipment sold in the two years was not comparable. Reductions in the net investment in financing leases decreased due to lease terminations and asset dispositions in the last twelve months. Investing uses of cash decreased from $250,705 in 1994 to $208,789 in 1995. In both years the uses related to the purchase of lease assets. 									 In 1995, the only financing source of cash was proceeds from long-term non-recourse debt. The debt proceeds were used to purchase operating lease assets. There were no financing sources of cash in the six month periods in 1994. Repayments of debt decreased for the six month period due to lower debt balances in 1994 compared to 1993 resulting from scheduled debt payments. As of December 31, 1994, all long-term non-recourse debt had been repaid. The new borrowings were made near the end of the second quarter and no principal payments were scheduled between the date the funds were borrowed and June 30, 1995. 									 Three months, 1995 vs. 1994 									 Cash flows from operations increased due to the same causes noted above for the six month period. Cash flows from securities sales and FNN were the primary sources of cash in the three month period in 1995. 									 Cash flows from investing activities decreased compared to 1994. The decrease was primarily the result of lower amounts of asset sales in the second quarter of 1995 compared to 1994. 									 The only financing source of cash was the proceeds of debt discussed above. There were no financing sources of cash in the three month period in 1994. Results of Operations 									 The results of operations in future periods may vary significantly from those of the first six months of 1995 as the Partnership's lease portfolio of capital equipment matures. Revenues from leases are expected to decline over the long term as leased assets come off lease and are sold or re-leased at lower lease rates. The effect on net income is not determinable as it will depend to a large degree on the amounts received from the sales of assets or from re-leases to either the same or new lessees once the initial lease terms expire. 	 Six and three months, 1995 vs. 1994 									 Operating lease revenues have declined due to lease terminations and subsequent asset sales. Depreciation has also decreased due to the asset dispositions and the resulting smaller portfolio of leased equipment. Management fees are related to the amounts of lease revenues and have decreased as a result of the decreased amounts of those revenues. Additionally, the General Partners have suspended the accrual and payment of these fees effective April 1, 1994. The General Partners also suspended administrative cost reimbursements effective May 1, 1994. Interest expense has decreased as the average balances of outstanding debt have been reduced as a result of scheduled debt payments. The gains on sales of marketable securities and cash received related to FNN are not expected to occur again in future periods. PART II. OTHER INFORMATION 									 Item 1. LEGAL PROCEEDINGS. 	 Inapplicable. Item 2. CHANGES IN SECURITIES. 	 Inapplicable. Item 3. DEFAULTS UPON SENIOR SECURITIES. 	 Inapplicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 	 Inapplicable. Item 5. OTHER INFORMATION. 	 Inapplicable. Item 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Documents filed as a part of this report 	 1. Financial Statements 	 Included in Part I of this report: 	 	 Balance sheets, June 30, 1995 and December 31, 1994 	 	 Statements of operations for the six and three month periods 		ended June 30, 1995 and 1994 	 	 Statements of changes in partners' capital for the six months 	ended June 30, 1995 								 	 Statements of cash flows for the six and three month periods 		ended June 30, 1995 and 1994 									 	 Notes to the 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. 	 			 				 				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. 				 				 Date: August 3, 1995 				 				 					ATEL Cash Distribution Fund, 				 a California limited partnership 						 (Registrant) 					 					 By: /s/ A. J. BATT 	A. J. Batt, 	General Partner of registrant 					 By: /s/ DEAN L. CASH 	Dean Cash, 	General Partner of registrant By: /s/ F. RANDALL BIGONY 	F. Randall Bigony 	Principal financial officer of registrant By: /s/ DONALD E. CARPENTER 	Donald E. Carpenter, 	Principal accounting officer of 	registrant