Page 1 of 13


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-Q

  X     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-----   ACT OF 1934


                For the quarterly period ended September 30, 1995

                                       OR

        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 0-14196


                     PHOENIX LEASING CASH DISTRIBUTION FUND
                                   Registrant

              California                                 68-0032610
       State of Jurisdiction                 I.R.S. Employer Identification No.



2401 Kerner Boulevard, San Rafael, California                        94901-5527
-------------------------------------------------------------------------------
      Address of Principal Executive Offices                          Zip Code

       Registrant's telephone number, including area code: (415) 485-4500

Indicate by 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
preceding requirements for the past 90 days.

                     Yes     X                    No
                            ---                        ---

<PAGE>


                                                                    Page 2 of 13

<TABLE>
                                      Part I. Financial Information
                                      Item 1. Financial Statements
                                 PHOENIX LEASING CASH DISTRIBUTION FUND
                                             BALANCE SHEETS
                             (Amounts in Thousands Except for Unit Amounts)
                                               (Unaudited)
<CAPTION>
                                                                                        September 30,  December 31,
                                                                                            1995           1994
                                                                                            ----           ----
ASSETS
<S>                                                                                      <C>           <C>      
Cash and cash equivalents                                                                $   207       $   669

Accounts receivable (net of allowance for losses on accounts receivable of
   $10 and $107 at September 30, 1995 and December 31, 1994, respectively)                    18           132

Notes receivable (net of allowance for losses on notes receivable of $130 and
   $150 at September 30, 1995 and December 31, 1994, respectively)                            18            95

Equipment on operating leases and held for lease (net of accumulated depreciation
    of $1,090 and $3,948 at September 30, 1995 and December 31, 1994, respectively)           38            87

Net investment in financing leases                                                             8            22

Investment in joint ventures                                                                 370           392

Capitalized acquisition fees (net of accumulated amortization of $2,413 and
   $2,409 at September 30, 1995 and December 31, 1994, respectively)                           2             5

Other assets                                                                                   2            21
                                                                                         -------       -------

     Total Assets                                                                        $   663       $ 1,423
                                                                                         =======       =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

     Accounts payable and accrued expenses                                               $   286       $   923

     Notes payable                                                                          --             420
                                                                                         -------       -------

     Total Liabilities                                                                       286         1,343
                                                                                         -------       -------

Partners' Capital (Deficit)

   General Partner                                                                           (27)          (37)

   Limited Partners, 200,000 units authorized and issued, 194,947 units
     outstanding at September 30, 1995 and December 31, 1994                                 404           117
                                                                                         -------       -------

     Total Partners' Capital (Deficit)                                                       377            80
                                                                                         -------       -------

     Total Liabilities and Partners' Capital (Deficit)                                   $   663       $ 1,423
                                                                                         =======       =======

                                 The accompanying notes are an integral
                                        part of these statements.
</TABLE>

<PAGE>


                                                                    Page 3 of 13
<TABLE>

                          PHOENIX LEASING CASH DISTRIBUTION FUND
                                 STATEMENTS OF OPERATIONS
                    (Amounts in Thousands Except for Per Unit Amounts)
                                        (Unaudited)

<CAPTION>
                                                 Three Months Ended   Nine Months Ended
                                                    September 30,        September 30,
                                                   1995       1994      1995       1994
                                                   ----       ----      ----       ----
INCOME
<S>                                               <C>        <C>       <C>       <C>
   Rental income                                  $   62     $   37    $  268    $  303
   Gain on sale of equipment                           1         97        32       162
   Equity in earnings from joint ventures, net        25       --          72         1
   Interest income, notes receivable                --         --        --          76
   Gain on sale of marketable securities            --         --        --         123
   Other income                                       11          7        45        26
                                                  ------     ------    ------    ------

     Total Income                                     99        141       417       691
                                                  ------     ------    ------    ------

EXPENSES

   Depreciation                                       14         33        43       153
   Amortization of acquisition fees                    2          1         3        19
   Lease related operating expenses                    8         21        28       103
   Management fees to General Partner                  3          7        18        95
   Provision for losses on receivables                57       --          93      --
   Interest expense                                 --           25      --         111
   General and administrative expenses                16         29        72       147
                                                  ------     ------    ------    ------

     Total Expenses                                  100        116       257       628
                                                  ------     ------    ------    ------

   Income (loss) before Extraordinary Item            (1)        25       160        63
   Extraordinary Item - extinguishment of debt      --          671       866       671
                                                  ------     ------    ------    ------

NET INCOME (LOSS)                                 $   (1)    $  696    $1,026    $  734
                                                  ======     ======    ======    ======



NET INCOME PER LIMITED
   PARTNERSHIP UNIT                               $ (.01)    $ 3.53    $ 5.21    $ 3.73
                                                  ======     ======    ======    ======

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                               $ --       $ 1.87    $ 3.74    $ 5.61
                                                  ======     ======    ======    ======

ALLOCATION OF NET INCOME:
   General Partner                                $ --       $    7    $   10    $    7
   Limited Partners                                   (1)       689     1,016       727
                                                  ------     ------    ------    ------

                                                  $   (1)    $  696    $1,026    $  734
                                                  ======     ======    ======    ======

                          The accompanying notes are an integral
                                part of these statements.
</TABLE>

<PAGE>


                                                                    Page 4 of 13


                     PHOENIX LEASING CASH DISTRIBUTION FUND
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)

                                                             Nine Months Ended
                                                               September 30,
                                                            1995          1994
                                                            ----          ----
Operating Activities:

   Net income                                             $ 1,026       $   734

     Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                            43           153
       Amortization of acquisition fees                         3            19
       Gain on sale of equipment                              (32)         (162)
       Equity in earnings from joint ventures, net            (72)           (1)
       Provision for losses on receivable                      93          --
       Gain on sale of marketable securities                 --            (123)
       Extinguishment of debt                                (866)         (671)
       Decrease in accounts receivable                         21            80
       Increase (decrease) in accounts payable
        and accrued expenses                                 (191)          156
       Decrease in other assets                                19            19
                                                          -------       -------

Net cash provided by operating activities                      44           204
                                                          -------       -------

Investing Activities:

   Principal payments, financing leases                        13            43
   Principal payments, notes receivable                        26         1,185
   Proceeds from sale of equipment                             39           176
   Distribution from joint ventures                           145             2
   Proceeds from sale of marketable securities               --             174
   Purchase of equipment                                     --              (2)
   Investment in marketable securities                       --             (51)
                                                          -------       -------

Net cash provided by investing activities                     223         1,527
                                                          -------       -------

Financing Activities:

   Distributions to partners                                 (729)       (1,094)
                                                          -------       -------

Net cash used by financing activities                        (729)       (1,094)
                                                          -------       -------

Increase (decrease) in cash and cash equivalents             (462)          637

Cash and cash equivalents, beginning of period                669           438
                                                          -------       -------

Cash and cash equivalents, end of period                  $   207       $ 1,075
                                                          =======       =======

Supplemental Cash Flow Information:
   Cash paid for interest expense                         $  --         $     7

                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                    Page 5 of 13


                     PHOENIX LEASING CASH DISTRIBUTION FUND
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.       General.

         The accompanying  unaudited  condensed  financial  statements have been
prepared by the  Partnership in accordance  with generally  accepted  accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of Management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Although management believes that the disclosures are adequate to make
the information  presented not misleading,  it is suggested that these condensed
financial  statements be read in conjunction  with the financial  statements and
the notes included in the Partnership's  Financial Statement,  as filed with the
SEC in the latest annual report on Form 10-K.

         Financial  Accounting  Pronouncements.  In March  1995,  the  Financial
Accounting Standards Board issued Statement of Financial Accounting Standard No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed  of," which  requires that  long-lived  assets and certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability,  the entity  would  estimate  the future cash flows  expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows  (undiscounted  and without interest charges) is less
than the  carrying  amount  of the  asset,  an  impairment  loss is  recognized.
Measurement  of an  impairment  loss  for  long-lived  assets  and  identifiable
intangibles  that an entity  expects to hold and use should be based on the fair
value of the asset.  Statement No. 121 is effective for financial statements for
fiscal years beginning after December 15, 1995. The Partnership  does not expect
the  adoption  of this  statement  to have a  material  impact on its  financial
position and results of operations. The Partnership plans to adopt Statement No.
121 on January 1, 1996.

         Non-Cash  Investing  Activity.  On September 20, 1995, the  Partnership
foreclosed  upon  a  nonperforming   outstanding  note  receivable  to  a  cable
television system operator to whom the Partnership,  along with other affiliated
partnerships   managed  by  the  General  Partner,   had  extended  credit.  The
partnerships'  notes  receivables  were  exchanged for interests  (their capital
contribution), on a pro rata basis, in a newly formed joint venture owned by the
partnerships and managed by the General  Partner.  The amount of the outstanding
note receivable that was contributed to the joint venture was $52,000.

Note 2.       Reclassification.

         Reclassification  - Certain  1994  amounts  have been  reclassified  to
conform to the 1995 presentation.

Note 3.       Income Taxes.

         Federal  and state  income tax  regulations  provide  that taxes on the
income  or loss of the  Partnership  are  reportable  by the  partners  in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.



<PAGE>


                                                                    Page 6 of 13


Note 4.       Notes Receivable.

         Impaired Notes Receivable.  On January 1, 1995, the Partnership adopted
Financial Accounting Standards Board Statement No. 114, "Accounting by Creditors
for Impairment of a Loan",  and Statement No. 118,  "Accounting by Creditors for
Impairment of a Loan - Income  Recognition and  Disclosures".  Statement No. 114
requires that certain  impaired  loans be measured based on the present value of
expected  cash flows  discounted  at the loan's  effective  interest  rate;  or,
alternatively,  at the loan's  observable  market price or the fair value of the
collateral if the loan is collateral dependent. Prior to 1995, the allowance for
losses on notes receivable was based on the undiscounted  cash flows or the fair
value of the collateral dependent loans.

         In  accordance  with  Statement  No.  114,  a  loan  is  classified  as
in-substance foreclosure when the Company has taken possession of the collateral
regardless  of  whether  formal   foreclosure   proceedings  take  place.  Notes
receivable  previously  classified as in-substance  foreclosed cable systems but
for which the  Company  had not taken  possession  of the  collateral  have been
reclassified to notes receivable.

         At  September  30,  1995,  the  recorded  investment  in notes that are
considered  to be  impaired  under  Statement  No. 114 was $47,000 for which the
related  allowance  for losses is $3,000.  The average  recorded  investment  in
impaired loans during the nine months ended September 30, 1995 was approximately
$103,000. Generally, notes receivable are classified as impaired and the accrual
of  interest  on such notes are  discontinued  when the  contractual  payment of
principal  or  interest  has become 90 days past due or  management  has serious
doubts about further  collectibility of the contractual  payments.  Any payments
received  subsequent  to the  placement  of the note  receivable  on to impaired
status will generally be applied towards the reduction of the  outstanding  note
receivable  balance,  which may include  previously  accrued interest as well as
principal.  Once the principal and accrued  interest balance has been reduced to
zero, the remaining payments will be applied to interest income.

         The activity in the allowance for losses on notes receivable during the
nine months ended September 30, is as follows:
                                                          1995              1994
                                                          ----              ----
                                                          (Amounts in Thousands)
Beginning balance                                        $ 150             $ 150
     Provision for losses                                 --                --
     Write downs                                           (20)             --
                                                         -----             -----
Ending balance                                           $ 130             $ 150
                                                         =====             =====

Note 5.       Net Income (Loss) and Distributions per Limited Partnership Unit.

         Net income and distributions per limited partnership unit were based on
the limited  partners' share of net income and  distributions,  and the weighted
average number of units  outstanding of 194,947 for the Nine month periods ended
September 30, 1995 and 1994.


<PAGE>


                                                                    Page 7 of 13



Note 6.       Investment in Joint Ventures.

Equipment Joint Ventures

         The aggregate combined  statements of operations of the equipment joint
ventures is presented below:

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                         Three Months Ended    Nine Months Ended
                                            September 30,         September 30,
                                          1995        1994      1995       1994
                                          ----        ----      ----       ----

INCOME
Rental income                            $  712     $ --       $1,893     $ --
Gain on sale of equipment                    99       --          151       --
Other income                                568       --          670       --
                                         ------     ------     ------     ------

         Total income                     1,379       --        2,714       --
                                         ------     ------     ------     ------

EXPENSES
Depreciation                                628       --          855       --
Lease related operating expenses            353       --          801       --
Management fees to General Partner           76       --          146       --
                                         ------     ------     ------     ------

         Total expenses                   1,057       --        1,802       --
                                         ------     ------     ------     ------

Net income                               $  322     $ --       $  912     $ --
                                         ======     ======     ======     ======



<PAGE>


                                                                    Page 8 of 13



Foreclosed Cable Systems Joint Ventures

         The aggregate combined statements of operations of the foreclosed cable
systems joint ventures is presented below:

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                            Three Months Ended Nine Months Ended
                                                September 30,     September 30,
                                                1995     1994     1995     1994
                                                ----     ----     ----     ----

INCOME
Subscriber revenue                            $166      $162      $509     $488
Other income                                     3         2         9        6
                                              ----      ----      ----     ----

         Total income                          169       164       518      494
                                              ----      ----      ----     ----

EXPENSES
Depreciation and amortization                   39        38       116      113
Program services                                48        40       135      123
Management fees to an affiliate of the
   General Partner                               8         7        23       21
General and administrative expenses             43        39       145      115
Provision for losses on accounts receivable      2         2         5        5
                                              ----      ----      ----     ----

         Total expenses                        140       126       424      377
                                              ----      ----      ----     ----

Net income before income taxes                  29        38        94      117
Income tax benefit                               1        13        11       23
                                              ----      ----      ----     ----

Net income                                    $ 30      $ 51      $105     $140
                                              ====      ====      ====     ====


Note 7.       Notes Payable.

         During  the  second  quarter  of  1995,  it  was  determined  that  the
Partnership's  outstanding  note payable to a manufacturer  was determined to no
longer be a liability.  This note was payable to an equipment  manufacturer that
the  Partnership  had  acquired  leased  equipment  pursuant  to a vendor  lease
agreement.  The payments on this note were tied to the overall  return  realized
from the equipment or a specific time period,  whichever occurs first,  with the
payments to be taken only out of the rents or sales proceeds  received from this
equipment.  As of June 30, 1995 the remaining  equipment relating to this vendor
lease agreement was no longer  generating any rental income,  had no significant
market value and had been fully  depreciated.  The Partnership has no obligation
to pay this debt  beyond  the  rental  and sales  proceeds  generated  from this
equipment.  As a result, the Partnership recognized the outstanding note payable
and accrued  interest in the amount of $866,000  ($4.44 per limited  partnership
unit) as income.



<PAGE>


                                                                    Page 9 of 13


Note 8.       Subsequent Event.

         On October 26,  1995 the  Partnership's  remaining  assets were sold by
sealed bid  public  auction  for  $465,408  cash.  The  remaining  assets of the
Partnership offered for sale consisted of lease receivables,  notes receivables,
common stock warrants,  equity interests in equipment leasing joint ventures and
a foreclosed  cable system joint venture.  The  Partnership  engaged the firm of
Kennedy-Wilson  International  to provide  marketing and auction services to the
Partnership.  The sale of the remaining assets by public auction were advertised
in the New York Times, the Wall Street Journal,  the San Francisco Chronicle and
the Los Angeles  Times.  The highest bid for the common  stock was  submitted by
P.E.  Associates  and the  highest  bid for the other  assets was  submitted  by
Phoenix  Leasing  Liquidation  Corporation,  a  subsidiary  of  Phoenix  Leasing
Incorporated,  the  General  Partner.  The sale of these  assets  will  close on
November 15, 1995.



<PAGE>


                                                                   Page 10 of 13


                     PHOENIX LEASING CASH DISTRIBUTION FUND


Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations.

Results of Operations

     Phoenix Leasing Cash  Distribution  Fund (the  Partnership)  reported a net
loss of $1,000 during the three months ended  September 30, 1995, as compared to
net  income  of  $696,000  during  the  same  period  in  1994.   Earnings  were
substantially higher during the three months ended September 30, 1994 due to the
extinguishment  of one of the Partnerships  two outstanding  notes payable which
resulted in income of $671,000.

     The  Partnership  reported net income of $1,026,000  during the nine months
ended  September 30, 1995, as compared to net income of $734,000 during the same
period in 1994.  During the nine months ended September 30, 1995 the Partnership
extinguished  the second  obligation to repay a note payable,  which resulted in
income of $866,000,  as compared to the $671,000 recognized as income during the
nine months  ended  September  30, 1994.  As a result,  the  Partnership  has no
remaining debt obligations as of September 30, 1995.

     The above  mentioned  notes payable  obligations  were to a manufacturer of
equipment  that  the  Partnership  determined  was  no  longer  realizable.  The
Partnership's  two notes  payable  were to an  equipment  manufacturer  that the
Partnership  acquired  pools of  leased  equipment  pursuant  to a vendor  lease
agreement.  The payments of this note were tied to the overall  return  realized
from the equipment pool or a specific time period,  whichever occurs first, with
the payments to be taken only out of the rents or sales  proceeds  received from
this equipment.  As of June 30, 1995, the remaining  equipment  relating to this
vendor  lease  agreement  was no longer  generating  any rental  income,  had no
determinable market value, had been fully depreciated and the Partnership had no
obligation to pay this debt beyond the rental and sales proceeds  generated from
the equipment.  As a result,  the Partnership  recognized the  outstanding  note
payable and accrued interest in the amount of $866,000 as income.

     Total revenues decreased by $42,000 during the three months ended September
30, 1995,  respectively,  as compared to the same period in 1994.  The decreased
revenues is  primarily  due to a decreased  gain on the sale of  equipment.  The
Partnership  reported a decrease in revenues of $274,000  during the nine months
ended  September 30, 1995, as compared to the same period in 1994. This decrease
was attributable to a decreased gain on sale of equipment as well as the absence
of a gain on sale of  marketable  securities  during  1995  and the  absence  of
interest income from notes receivable.

     The gain on the sale of marketable  securities of $123,000  during the nine
months  ended  September  30,  1994  came  from the  exercise  and sale of stock
warrants  that the  Partnership  received as part of a lease  agreement  with an
emerging  growth  company.  There  were no such sales of  marketable  securities
during the three and nine months ended September 30, 1995.

     The absence of interest income from notes receivable for the three and nine
months ended  September 30, 1995, is due to the  Partnership's  remaining  notes
receivable  being in default.  During the nine months ended  September 30, 1994,
the  Partnership  recognized  interest  income on the  payoff of  several  notes
receivable that had previously been in default.

     

<PAGE>


                                                                   Page 11 of 13


     On September 20, 1995, the  Partnership  foreclosed  upon a  non-performing
note  receivable to a cable  television  system that it had extended  credit to,
along with other affiliated limited partnerships managed by the General Partner.
The  Partnership's  note  receivable  was exchanged for an interest (its capital
contribution), on a pro rata basis, in a newly formed joint venture owned by the
partnerships and managed by an affiliate of the General  Partner.  The amount of
the Partnership's capital contribution on September 20, 1995, was $52,000.

     Total  expenses  decreased  by $16,000 and  $371,000 for the three and nine
months ended  September 30, 1995,  as compared to the same period in 1994.  This
decrease  is due to an overall  decrease  in all  expense  items,  except for an
increase in the provision for losses on receivables.  The largest  decrease came
from the decrease in depreciation  expense.  Depreciation  expense  continues to
decrease  during the three and nine months ended September 30, 1995, as compared
to the same  periods in 1994,  due to a majority  of the  equipment  being fully
depreciated.  The overall  decrease in expenses is related to the  Partnership's
decrease in its asset portfolio as it approaches the end of its term.


Liquidity and Capital Resources

      The  Partnership  reported net cash from  equipment  leasing and financing
activities  of $83,000 and  $1,432,000  for the nine months ended  September 30,
1995 and 1994,  respectively.  The decrease in cash generated by the Partnership
during 1995,  when  compared to the same period in 1994, is due to a decrease in
payments received on notes receivable. The Partnership received proceeds for the
payoff of outstanding  notes receivable from a cable television  system operator
and a middle market  business  during the nine months ended  September 30, 1994.
There were no payoffs of notes receivable during the same period in 1995.

      As of September 30, 1995, the  Partnership  owned equipment held for lease
with an  aggregate  original  cost of  $586,000  and a net book  value of $1,000
compared to an  original  cost of  $5,241,000  and a net book value of $2,000 at
September 30, 1994. The General  Partner is actively  engaged,  on behalf of the
Partnership,  in remarketing and selling the Partnership's  off-lease  equipment
portfolio.

      In accordance with the  partnership  agreement,  the limited  partners are
entitled to 95% of the cash available for  distribution  and the General Partner
is entitled to the remaining 5%. The limited partners received  distributions of
$729,000  and  $1,094,000  during the nine months ended  September  30, 1995 and
1994,  respectively.  As a result,  the  cumulative  cash  distributions  to the
limited  partners are  $47,599,000  and $46,502,000 as of September 30, 1995 and
1994,  respectively.  At this time, the General  Partner  elected not to receive
payment for its share of the cash distributions.

      The  Partnership's  term expired on June 30, 1995.  As a result,  a public
auction  was held on  October  26,  1995 to sell  the  remaining  assets  of the
Partnership.  The highest bid was  submitted by P.E.  Associates  for the common
stock and Phoenix  Leasing  Liquidation  Corporation,  a  subsidiary  of Phoenix
Leasing  Incorporated,  the General Partner for the other assets.  The remaining
assets were sold for a total of  $465,408  cash.  The sale of these  assets will
close  on  November  15,  1995.  Once  the  assets  have  been  liquidated,  the
Partnership will make a final distribution to the partners.




<PAGE>


                                                                   Page 12 of 13


                     PHOENIX LEASING CASH DISTRIBUTION FUND

                               September 30, 1995

                           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 Securities Holders.  Inapplicable

Item 5.     Other Information.

            Sale of remaining assets of Partnership:

         On October 26,  1995 the  Partnership's  remaining  assets were sold by
sealed bid  public  auction  for  $465,408  cash.  The  remaining  assets of the
Partnership offered for sale consisted of lease receivables,  notes receivables,
common stock warrants,  equity interests in equipment leasing joint ventures and
a foreclosed  cable system joint venture.  The  Partnership  engaged the firm of
Kennedy-Wilson  International  to provide  marketing and auction services to the
Partnership.  The sale of the remaining assets by public auction were advertised
in the New York Times, the Wall Street Journal,  the San Francisco Chronicle and
the Los Angeles  Times.  The highest bid for the common  stock was  submitted by
P.E.  Associates  and the  highest  bid for the other  assets was  submitted  by
Phoenix  Leasing  Liquidation  Corporation,  a  subsidiary  of  Phoenix  Leasing
Incorporated,  the  General  Partner.  The sale of these  assets  will  close on
November 15, 1995.


Item 6.      Exhibits and Reports on 8-K:

              a)  Exhibits:

                  (2)       Asset Acquisition Agreement

                  (27)      Financial Data Schedule

              b)  Reports on 8-K:  None








<PAGE>


                                                                   Page 13 of 13
<TABLE>
                                   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.


                                                          PHOENIX LEASING CASH DISTRIBUTION FUND
                                                                       (Registrant)

<CAPTION>
           Date                                       Title                                      Signature

<S>                                            <C>                                      <C>
November 13, 1995                                                                       /S/ PARITOSH K. CHOKSI
-----------------                              Chief Financial Officer,                 ----------------------
                                               Senior Vice President                    (Paritosh K. Choksi)
                                               and Treasurer of
                                               Phoenix Leasing Incorporated
                                               General Partner


November 13, 1995                                                                       /S/ BRYANT J. TONG
-----------------                              Senior Vice President,                   ------------------
                                               Financial Operations                     (Bryant J. Tong)
                                               (Principal Accounting Officer)
                                               and a Director of
                                               Phoenix Leasing Incorporated
                                               General Partner


November 13, 1995                                                                       /S/ GARY W. MARTINEZ
-----------------                              Senior Vice President of                 --------------------
                                               Phoenix Leasing Incorporated             (Gary W. Martinez)
                                               General Partner


November 13, 1995                                                                       /S/ MICHAEL K. ULYATT
-----------------                              Partnership Controller                   ---------------------
                                               Phoenix Leasing Incorporated             (Michael K. Ulyatt)
                                               General Partner


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