UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                  ------------

                                   FORM 10-KSB

  X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
------ ACT OF 1934

For the fiscal year ended December 31, 2001      Commission File Number 0-20133


                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           California                                    68-0222136
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

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
                                                        --------------

Securities registered pursuant to Section 12(b) of the Act:  NONE

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.
______________

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
requirements for the past 90 days.

                               Yes   X   No
                                   -----    -----

The Registrant's revenue for its most recent fiscal year was $2,514,000.

As of December 31, 2001,  1,840,232 Units of Limited  Partnership  interest were
outstanding.  No  market  exists  for the  Units  of  Partnership  interest  and
therefore there exists no aggregate market value at December 31, 2001.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format:

                               Yes       No   X
                                   -----    -----

                                  Page 1 of 26

<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                         2001 FORM 10-KSB ANNUAL REPORT


                                TABLE OF CONTENTS


                                                                          Page

                                     PART I

Item 1.       Business..................................................    3
Item 2.       Properties................................................    4
Item 3.       Legal Proceedings.........................................    4
Item 4.       Submission of Matters to a Vote of Security Holders.......    5


                                     PART II

Item 5.       Market for the Registrant's Securities and Related
              Security Holder Matters...................................    5
Item 6.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations.......................    6
Item 7.       Financial Statements......................................    9
Item 8.       Disagreements on Accounting and Financial Disclosure
              Matters...................................................   23


                                    PART III

Item 9 .      Directors and Executive Officers of the Registrant........   23
Item 10.      Executive Compensation....................................   24
Item 11.      Security Ownership of Certain Beneficial Owners and
              Management................................................   24
Item 12.      Certain Relationships and Related Transactions............   25


                                     PART IV

Item 13.      Exhibits, Financial Statement Schedules and Reports
              on Form 8-K...............................................   25


Signatures..............................................................   26

                                       2
<PAGE>
                                     PART I
Item 1.       Business.

General Development of Business.

         Phoenix Leasing Cash  Distribution  Fund V, L.P., a California  limited
partnership (the "Partnership"),  was organized on July 9, 1990. The Partnership
was registered  with the Securities  and Exchange  Commission  with an effective
date of November 4, 1991 and shall  continue  to operate  until its  termination
date unless dissolved sooner due to the sale of substantially  all of the assets
of the  Partnership  or a vote of the Limited  Partners.  The  Partnership  will
terminate  on December  31, 2003.  The General  Partner is a California  limited
partnership, Phoenix Leasing Associates II L.P., the general partner of which is
Phoenix  Leasing  Associates II, Inc., a Nevada  corporation  and a wholly-owned
subsidiary  of Phoenix  Leasing  Incorporated,  a  California  corporation.  The
General  Partner  or its  affiliates  also is or has been a general  partner  in
several other  limited  partnerships  formed to invest in capital  equipment and
other assets.

         The  registration  was  for  5,000,000  units  of  limited  partnership
interest  at a price of $20 per  unit.  The  Partnership  completed  its  public
offering on October 28,  1993.  As of December 31, 1993,  the  Partnership  sold
2,045,838  units for a total  capitalization  of  $40,916,760.  Of the  proceeds
received  through the  offering,  the  Partnership  has incurred  $6,131,000  in
organizational and offering expenses for a net capitalization of $34.8 million.

         From the initial  formation  of the  Partnership  through  December 31,
2001, the total investments in equipment  leases,  investments in joint ventures
and financing transactions (loans) approximate $115,867,927. The average initial
firm term of  contractual  payments  from  equipment  subject to lease was 46.84
months,  and the average initial net monthly payment rate as a percentage of the
original  purchase  price was 2.76%.  The average  initial  term of  contractual
payments from loans was 51.47 months.

         The  Partnership's  principal  objective is to produce cash flow to the
investors on a  continuing  basis over the life of the  Partnership.  To achieve
this  objective,  the  Partnership  will  invest  in  various  types of  capital
equipment and other assets to provide  leasing or financing of the same to third
parties, including Fortune 1000 companies and their subsidiaries,  middle-market
companies,  emerging growth  companies,  franchised  businesses,  pay television
system  operators  and others,  on either a long-term or short-term  basis.  The
types of equipment that the Partnership will invest in will include,  but is not
limited  to,  computer  peripherals,  small  computer  systems,   communications
equipment, IBM mainframes,  IBM-software compatible mainframes,  office systems,
CAE/CAD/CAM equipment, telecommunications equipment, cable television equipment,
medical equipment, production and manufacturing equipment and software products.
At least 75% of the net offering proceeds has been allocated for the acquisition
of computer peripherals.

         The Partnership has acquired significant amounts of equipment or assets
with the net  offering  proceeds.  In  addition,  the  Partnership  has acquired
equipment  through  the  use  of  debt  financing,  however,  the  ratio  of the
outstanding debt to net capital  contributions  less any investment in Leveraged
Joint Ventures at the end of the  Partnership's  offering period will not exceed
one-to-one.  The cash flow generated by such  investments in equipment leases or
financing transactions will be used to provide for debt service, to provide cash
distributions  to the Partners and the  remainder  will be reinvested in capital
equipment or other assets.

Narrative Description of Business.

         The Partnership has acquired  equipment  pursuant to either "Operating"
leases or "Financing"  leases.  At December 31, 2001,  approximately  83% of the
leased assets owned by the Partnership were classified as Financing leases.  The
Partnership has also provided  financing  secured by assets in the form of notes
receivable.  Operating  leases are generally  short-term  leases under which the
lessor will receive aggregate rental payments in an amount that is less than the
purchase  price of the  equipment.  Financing  leases are generally for a longer
term under which the noncancellable  rental payments due during the initial term
of the  lease are at least  sufficient  to  recover  the  purchase  price of the
equipment.

         Operating  leases  represent  a  greater  risk  along  with  a  greater
potential  return  to the  Partnership  than do  Financing  leases.  In order to
recover its investment in equipment  leased pursuant to an Operating  lease, the
Partnership  will,  upon  termination  of such  lease,  either  have to obtain a
renewal from the original lessee,  find a new lessee or sell the equipment.  The
terms for Operating  leases are for a shorter  duration than  Financing  leases.
Consequently, the revenues derived from the initial term of Operating leases are
generally  greater  than  those  of  Financing  leases.  Due  to  technological,
competitive,  market and economic  factors,  it is anticipated  that renewals or
remarkets  of leases  will be at a lower  rental  rate than that of the  initial
lease terms.

                                       3
<PAGE>

         In addition to  acquiring  equipment  for lease to third  parties,  the
Partnership,  either directly or through the investment in joint  ventures,  has
provided  financing  to certain  emerging  growth  companies,  cable  television
operators,  manufacturers  and their  lessees  with  respect  to  assets  leased
directly by such  manufacturers  to third parties.  The Partnership  maintains a
security  interest in the assets  financed and in the  receivables due under any
lease or rental  agreement  relating to such  assets.  Such  security  interests
constitute a lien on the equipment and will give the Partnership the right, upon
default, to obtain possession of the assets.

         Competition.   The  General   Partner   intends  to   concentrate   the
Partnership's  activities in the equipment  leasing and financing  industry,  an
area in which the General  Partner has  developed  an  expertise.  The  computer
equipment leasing industry is extremely  competitive.  The Partnership  competes
with many well established  companies  having  substantially  greater  financial
resources.  Competitive  factors include pricing,  technological  innovation and
methods  of  financing  (including  use  of  various  short-term  and  long-term
financing plans, as well as the outright purchase of equipment).  Generally, the
impact of these factors to the Partnership would be the realization of increased
equipment  remarketing and storage costs,  as well as lower  residuals  received
from the sale or remarketing of such equipment.

Other.

         A brief  description of the type of assets in which the Partnership has
invested  through December 31, 2001,  together with  information  concerning the
uses of assets is set forth in Item 2.

Item 2.       Properties.
              ----------

         The  Partnership  is engaged in the  equipment  leasing  and  financing
industry and as such,  does not own or operate any  principal  plants,  mines or
real property. The primary assets held by the Partnership are its investments in
leases and loans,  either  directly or through its investment in joint ventures,
to businesses located throughout the United States.

         As of  December  31,  2001,  the  Partnership  owns  equipment  and has
outstanding  loans to borrowers with an aggregate  original cost of $15,928,000.
The following  table  summarizes the type of equipment  owned or financed by the
Partnership at December 31, 2001.

                                                                   Percentage of
              Asset Types                     Purchase Price(1)    Total Assets
---------------------------------------       -----------------    ------------
                                          (Amounts in Thousands)

Financing of Emerging Growth Companies          $ 5,956                  37%
Capital Equipment Leased to Emerging
  Growth Companies                                4,893                  31
Financing of Other Businesses                     1,975                  12
Miscellaneous                                       810                   5
Small Computer Systems                              739                   5
Computer Peripherals                                723                   5
Telecommunications                                  541                   3
Furniture and Fixtures                              291                   2
                                                -------                 ---

 TOTAL                                          $15,928                 100%
                                                =======                 ===

(1)  These  amounts  include  the  cost of  equipment  on  financing  leases  of
     $3,055,000 and original cost of outstanding loans of $7,931,000 at December
     31, 2001.

Item 3.       Legal Proceedings.
              -----------------

         The  Registrant is not a direct party to any pending legal  proceedings
which would have a material impact on its financial position.

                                       4
<PAGE>

Item 4.       Submission of Matters to a Vote of Security Holders.
              ---------------------------------------------------

         No matters were  submitted to a vote of Limited  Partners,  through the
solicitation of proxies or otherwise, during the year covered by this report.


                                     PART II

Item 5.       Market for the Registrant's Securities and Related Security Holder
              ------------------------------------------------------------------
              Matters.
              -------

     (a) The Registrant's limited partnership interests are not publicly traded.
         There is no market for the Registrant's  limited partnership  interests
         and it is unlikely that any will develop.

     (b) Approximate number of equity security investments:

                                                 Number of Unit Holders
               Title of Class                    as of December 31, 2001
              ----------------                   -----------------------

              Limited Partners                             2,209
              General Partner                                  1

                                       5
<PAGE>

Item 6.       Management's  Discussion  and Analysis of Financial  Condition and
              ------------------------------------------------------------------
              Results of Operations.
              ---------------------

Critical Accounting Policies

         In  response  to the SEC's  Release  No.  33-8040,  "Cautionary  Advice
Regarding Disclosure About Critical Accounting Policies," we identified the most
critical  accounting  principles  upon which our financial  status  depends.  We
determined  the critical  principles  by  considering  accounting  policies that
involve the most complex or subjective  decisions or assessments.  We identified
our most  critical  accounting  policies to be those  related to  allowance  for
losses on loans and leases.  We state these accounting  policies in the notes to
the  consolidated   financial  statements  and  at  relevant  sections  in  this
discussion and analysis.

Results of Operations

         Phoenix  Leasing  Cash  Distribution  Fund V,  L.P.  (the  Partnership)
reported a net loss of $1,515,000 for the year ended December 31, 2001, compared
to net income of $3,278,000 during the year ended December 31, 2000. The decline
in net income for the year ended December 31, 2001, is  attributable to declines
in earned income from financing  leases,  interest income from notes receivable,
and gain on sale of securities,  in addition to an increase in depreciation  and
provision for losses on leases and loans.

         Total income  decreased by $3,332,000  for the year ended  December 31,
2001,  compared to the prior  year.  The  decrease in total  income for the year
ended  December  31,  2001,  compared to the prior  year,  is due to declines in
earned income from financing  leases,  interest income from notes receivable and
gain on sale of  securities  which in part is  offset by an  increase  in rental
income.

         Earned income from financing  leases  decreased by $421,000  during the
year ended  December 31, 2001, as compared to the same period in 2001,  due to a
decrease in the Partnership's investment in financing leases. The net investment
in  financing  leases was  $1,095,000  at  December  31,  2001,  as  compared to
$4,433,000 at December 31, 2000. The investment in financing  leases, as well as
earned income from  financing  leases,  will decrease over the lease term as the
Partnership  amortizes  income  over the life of the lease  using  the  interest
method.  During  2001,  the  Partnership  made no new  investments  in financing
leases, compared to $2,453,000 during 2000.

         Interest  income from notes  receivable  decreased  by $813,000 for the
year ended December 31, 2001, as compared to the same period in 2000, due to the
decline in the net investment in notes receivable. At December 31, 2001, the net
investment  in notes  receivable  was  $1,795,000,  compared  to  $5,816,000  at
December 31, 2000. The Partnership  made no new investments in notes  receivable
during the year ended December 31, 2001,  compared to $2,117,000 during the year
ended December 31, 2000.

         The  Partnership  reported a gain on sale of securities of $384,000 for
the year ended December 31, 2001, compared to $2,476,000 in 2000. The securities
sold in 2001 and 2000  consisted of the sale of stock  warrants and common stock
received  through the exercise of stock warrants  granted to the  Partnership as
part of financing  agreements with emerging  growth  companies that are publicly
traded.  The Partnership  received  proceeds of $384,000 and $2,476,000 from the
sale of these  securities  during the year  ended  December  31,  2001 and 2000,
respectively.

         The decreases in earned income from financing  leases,  interest income
from notes  receivable  and gain on sale of  securities  is in part offset by an
increase  in rental  income of $31,000  for the year ended  December  31,  2001,
compared to the same period in the prior year. The increase in rental income for
the year  ended  December  31,  2001 is due to  settlements  related  to  rental
activity being recognized as income.

         Total  expenses  for the year ended  December  31,  2001  increased  by
$1,461,000,  compared to the same period in the prior year. The  Partnership had
an increase in provision  for losses on leases and loans of  $1,643,000  for the
year ended December 31, 2001,  compared to the same period in the previous year.
The increase in the  provision  for losses on leases and loans was due primarily
to the  recognition  of additional  loss reserves for impaired  loans and leases
deemed to have a probable loss.

         Management  considers  various factors in determining the allowance for
loan  and  lease  losses.  Management  periodically  specifically  reviews  each
individual   loan  and  lease  in  the   Partnership's   portfolio  for  payment
delinquencies and other identified weaknesses. When management determines that a
lease loss is probable or loan is impaired, it provides for the loss and takes a
specific  write-down  to reduce the  reported  value of that lease or loan.  For

                                       6
<PAGE>

loans, the reported value is reduced to the present value of the expected future
cash  flows  discounted  at  the  original   effective   interest  rate  or,  if
collectability  is collateral  dependent  (which is generally the case),  to the
fair value of the collateral.  For leases,  the reported value is reduced to the
amount  expected  to be  recovered  which is  generally  the  fair  value of the
collateral.  In addition,  in order to estimate  unidentified  probable  losses,
management considers the average charge-offs as a percentage of the portfolio in
recent  quarters in  estimating  this portion of the  allowance.  A  significant
amount of the loans and leases in the Growth  Capital  portfolio  are  dependent
upon computer  peripheral  collateral  which is susceptible to accelerated  fair
value  declines  due to  potential  technological  obsolescence.  This factor is
considered by management in calculating  the allowance for loan and lease losses
through historical loss factors and individual loan and lease reviews.

         In the year ended December 31, 2001,  leases with seven  customers were
deemed as  probable  losses  and loans  with  eight  customers  became  impaired
totaling $3,125,000 as of December 31, 2001 in the Partnership's  Growth Capital
portfolio and were written-down by $2,149,000. Thus far during the first quarter
of 2002, no leases were deemed as a probable  loss and no loans became  impaired
in the Growth Capital  portfolio.  As of December 31, 2001, Growth Capital loans
and leases of $120,000, net of any specific write-downs,  were between 30 and 90
days past due. As of December 31, 2001, the Partnership has $2,219,000  invested
in leases and loans in the Growth Capital  portfolio,  which is made up of early
stage companies in various growth industries,  some of which have been adversely
affected by the recent economic downturn. Potential future increases in loan and
lease  delinquencies and defaults due to continued  weaknesses in the economy as
well as potential  significant  declines in technology related collateral values
could cause the Provision  for losses on leases and loans and the  write-offs to
continue at higher than historical  levels. The General Partner will continue to
monitor the leases and loans in this portfolio for indications of  deterioration
in the portfolio and impairment and will record a provision for losses on leases
and loans as soon as losses become probable.

         The  increases  in  provision  for  losses  on  leases  and  loans  and
depreciation  experienced  during the year ended December 31, 2001 was partially
offset by  decreases  in  management  fees to the  General  Partner,  reimbursed
administrative  costs to the General  Partner and  amortization  of  acquisition
fees. The decrease in management fees,  reimbursed  administrative  costs to the
General Partner and amortization of acquisition fees for the year ended December
31, 2001,  compared to the same period in the prior year,  are the result of the
continued reduction in the size of the lease and loan portfolio. During the year
ended  December  31,  2001,  compared  to the same  period  in the  prior  year,
management  fees  to the  General  Partner  decreased  by  $210,000,  reimbursed
administrative  costs  to  the  General  Partner  decreased  by  $224,000,   and
amortization of acquisition fees decreased by $63,000.

         Another  factor  contributing  to the increase in total expenses is the
increase in  depreciation  expense of $289,000  for the year ended  December 31,
2001,  compared  to the same  period  in the  previous  year.  The  increase  in
depreciation  expense is  attributable to an increase in the amount of financing
lease equipment  coming off lease.  Until new lessees or buyers of equipment can
be found, the equipment will continue to generate  depreciation  expense without
any corresponding  rental income.  The effect of this will be a reduction of the
Partnership earnings during this remarketing period.

         Inflation  affects the  Partnership  in relation to the current cost of
equipment  placed on lease and the residual  values  realized when the equipment
comes  off-lease and is sold.  During the last several years  inflation has been
low, thereby having very little impact upon the investments of the Partnership.

Liquidity and Capital Resources

         The  Partnership's  primary source of liquidity comes from  contractual
obligations with lessees and borrowers for fixed terms at fixed payment amounts.
The future  liquidity of the  Partnership  is dependent  upon the payment of the
Partnership's  contractual  obligations  from its lessees and borrowers.  As the
initial lease terms of the Partnership's short term operating leases expire, the
Partnership  will  re-lease or sell the equipment as it becomes  available.  The
future  liquidity  of the  Partnership  will depend  upon the General  Partner's
success in collecting  the  contractual  amounts owed, as well as re-leasing and
selling the Partnership's equipment when the lease terms expire.

         The  Partnership  reported net cash generated by equipment  leasing and
financing  activities  of  $5,248,000  during 2001,  as compared to  $10,010,000
during  2000.  The  decrease in the net cash  generated  during 2001 is due to a
decrease in principal  payments from notes  receivable and payments on financing
leases.  Payments from notes  receivable and financing  leases  decreased during
2001, compared to 2000, as a result of the Partnership's declining investment in
notes receivable and financing leases.

         The  Partnership  received  proceeds  from  the  sale of  equipment  of
$153,000 for the year ended December 31, 2001, compared to $338,000 for the same

                                       7
<PAGE>

period in the previous year. The net book value of the equipment sold during the
year ended  December  31, 2001 was  $117,000  compared to $333,000  for the same
period in 2000. At December 31, 2001, the  Partnership  owned  equipment with an
aggregate  original cost of  approximately  $8.0  million,  as compared to $12.7
million at December 31, 2000.

         As of December 31, 2001, the Partnership owned equipment being held for
lease with an  original  cost of  $4,219,000  and a net book  value of  $65,000,
compared to $3,133,000  and $209,000,  respectively,  at December 31, 2000.  The
General  Partner  is  actively  engaged,  on  behalf  of  the  Partnership,   in
remarketing and selling the Partnership's equipment as it becomes available.

         Distributions  from joint ventures for the year ended December 31, 2001
were $0 compared to $50,000 for 2000. The decrease in  distributions  from joint
ventures for the year ended  December 31, 2001,  compared to the prior year,  is
attributable to the closing of the last joint venture owned by the  Partnership,
which occurred during the first quarter of 2000.

         The cash  distributed  to partners for the year ended December 31, 2001
was  $4,580,000,  as compared to $4,636,000  during the year ended  December 31,
2000. In accordance with the  Partnership  Agreement,  the Limited  Partners are
entitled to 97% of the cash available for  distribution  and the General Partner
is entitled to 3%. As a result,  the limited  partners  received  $4,443,000 and
$4,497,000 in  distributions  during the year ended  December 31, 2001 and 2000,
respectively.   The  cumulative  distributions  to  the  Limited  Partners  were
$37,452,000 and $33,009,000 as of December 31, 2001 and 2000, respectively.  The
General Partner  received  $137,000 and $139,000 in cash  distributions  for the
years  ended  December  31,  2001  and  2000,   respectively.   The  Partnership
anticipates  making  distributions  to partners during 2002 at least at the same
rate as in 2001.

         As  stated in the  Partnership's  prospectus,  redemptions  were at the
discretion of the General  Partner.  Redemptions  were $156,000 and $200,000 for
the years ended December 31, 2001 and 2000, respectively.

         The cash to be  generated  from  leasing and  financing  operations  is
anticipated to be sufficient to meet the  Partnership's  continuing  operational
expenses and distributions.

         Forward-looking statements in this report are made pursuant to the safe
harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Actual  results could differ from those  anticipated  by some of the  statements
made above. Limited Partners are cautioned that such forward-looking  statements
involve risks and uncertainties including without limitation the following:  (i)
the  Partnership's  plans are subject to change at any time at the discretion of
the General Partner of the Partnership,  (ii) future technological  developments
in the industry in which the Partnership operates, (iii) competitive pressure on
pricing or services,  (iv) substantial  customer defaults or cancellations,  (v)
changes  in  business  conditions  and the  general  economy,  (vi)  changes  in
government regulations affecting the Partnership's core businesses and (vii) the
ability of the Partnership to sell its remaining assets.

                                       8
<PAGE>



                          Item 7. FINANCIAL STATEMENTS
                                  --------------------

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                 ----------------------------------------------

                          YEAR ENDED DECEMBER 31, 2001
                          ----------------------------

                                       9
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------


To the Partners of Phoenix Leasing Cash Distribution Fund V, L.P.:

         We have audited the accompanying  balance sheet of Phoenix Leasing Cash
Distribution Fund V, L.P. (a California limited  partnership) as of December 31,
2001  and  the  related  statements  of  operations  and  comprehensive  income,
partners' capital and cash flows for the years ended December 31, 2001 and 2000.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

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

                                                             ARTHUR ANDERSEN LLP


San Francisco, California,
  February 8, 2002

                                       10
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                                  BALANCE SHEET
                 (Amounts in Thousands Except for Unit Amounts)


                                                               December 31, 2001
                                                               -----------------

ASSETS

Cash and cash equivalents                                            $ 8,807

Accounts receivable (net of allowance for losses on accounts
   receivable of $186)                                                   170

Notes receivable (net of allowance for losses on notes
   receivable of $127)                                                 1,795

Equipment on operating leases and held for lease (net of
   accumulated depreciation of $2,492)                                   224

Net investment in financing leases (net of allowance for
   early terminations of $99)                                          1,095

Capitalized acquisition fees (net of accumulated amortization
   of $3,357)                                                            110
                                                                     -------

     Total Assets                                                    $12,201
                                                                     =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

   Accounts payable and accrued expenses                             $   566
                                                                     -------

     Total Liabilities                                                   566
                                                                     -------

Partners' Capital:

   General Partner                                                        27

   Limited Partners, 5,000,000 units authorized, 2,045,838
     units issued and 1,840,232 units outstanding                     11,608
                                                                     -------

     Total Partners' Capital                                          11,635
                                                                     -------

     Total Liabilities and Partners' Capital                         $12,201
                                                                     =======

        The accompanying notes are an integral part of these statements.

                                       11
<PAGE>


                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
               (Amounts in Thousands Except for Per Unit Amounts)

                                                For the Years Ended December 31,
                                                         2001     2000
                                                         ----     ----

INCOME

   Rental income                                       $   558  $   527
   Earned income, financing leases                         408      829
   Interest income, notes receivable                       773    1,586
   Equity in earnings from joint ventures, net            --          4
   Gain on sale of securities                              384    2,476
   Other income                                            391      424
                                                       -------  -------

     Total Income                                        2,514    5,846
                                                       -------  -------

EXPENSES

   Depreciation                                            434      145
   Amortization of acquisition fees                        214      277
   Lease related operating expenses                         53       47
   Management fees to General Partner                      193      403
   Reimbursed administrative costs to General
     Partner                                                79      303
   Provision for losses on leases and loans              2,760    1,117
   Legal expense                                           179      180
   General and administrative expenses                     117       96
                                                       -------  -------

     Total Expenses                                      4,029    2,568
                                                       -------  -------

NET INCOME (LOSS)                                       (1,515)   3,278

Other comprehensive income (loss):
   Unrealized gains (losses) on securities:
     Unrealized holding gains (losses) arising during
       period                                               (2)     749
     Less:  reclassification adjustment for gains
            included in net income                        --     (2,476)
                                                       -------  -------

Other comprehensive loss                                    (2)  (1,727)
                                                       -------  -------

COMPREHENSIVE INCOME (LOSS)                            $(1,517) $ 1,551
                                                       =======  =======


NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT         $  (.88) $  1.66
                                                       =======  =======

ALLOCATION OF NET INCOME (LOSS):
   General Partner                                     $   121  $   170
   Limited Partners                                     (1,636)   3,108
                                                       -------  -------

                                                       $(1,515) $ 3,278
                                                       =======  =======

        The accompanying notes are an integral part of these statements.

                                       12
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                         STATEMENTS OF PARTNERS' CAPITAL
                 (Amounts in Thousands Except for Unit Amounts)


<TABLE>
<CAPTION>
                                                                         Accumulated
                                      General                               Other
                                      Partner's     Limited Partners'   Comprehensive   Total
                                       Amount      Units        Amount     Income       Amount
                                       ------      -------------------     ------       ------

<S>                                  <C>          <C>        <C>         <C>         <C>
Balance, December 31, 1999           $       12   1,882,582  $   19,432  $    1,729  $   21,173

Net income                                  170        --         3,108        --         3,278

Distributions to partners ($2.40 per
  limited partnership unit)                (139)       --        (4,497)       --        (4,636)

Redemptions of capital                     --       (21,293)       (200)       --          (200)

Other comprehensive loss                   --          --          --        (1,727)     (1,727)
                                     ----------   ---------  ----------  ----------  ----------

Balance, December 31, 2000                   43   1,861,289      17,843           2      17,888

Net income (loss)                           121        --        (1,636)       --        (1,515)

Distributions to partners ($2.40 per
  limited partnership unit)                (137)       --        (4,443)       --        (4,580)

Redemptions of capital                     --       (21,057)       (156)       --          (156)

Other comprehensive loss                   --          --          --            (2)         (2)
                                     ----------   ---------  ----------  ----------  ----------

Balance, December 31, 2001           $       27   1,840,232  $   11,608  $     --    $   11,635
                                     ==========   =========  ==========  ==========  ==========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       13
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)


                                                For the Years Ended December 31,
                                                         2001      2000
                                                         ----      ----
Operating Activities:
--------------------

   Net income (loss)                                   $(1,515)  $ 3,278

   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
       Depreciation                                        434       145
       Amortization of acquisition fees                    214       277
       Gain on sale of equipment                           (37)       (5)
       Gain on sale of securities                         (384)   (2,476)
       Equity in earnings from joint ventures, net        --          (4)
       Provision for early termination, financing
         leases                                          1,003       507
       Provision for losses on notes receivable          1,607       582
       Provision for losses on accounts receivable         150        28
       Increase in accounts receivable                    (149)      (32)
       Decrease (increase) in other assets                  67        (3)
       Increase (decrease) in accounts payable and
         accrued expenses                                 (324)        3
                                                       -------   -------

   Net cash provided by operating activities             1,066     2,300
                                                       -------   -------

Investing Activities:
--------------------

   Principal payments, financing leases                  1,768     3,048
   Principal payments, notes receivable                  2,414     4,662
   Proceeds from sale of equipment                         153       338
   Proceeds from sale of securities                        384     2,476
   Distributions from joint ventures                      --          50
   Investment in financing leases                         --      (2,453)
   Investment in notes receivable                         --      (2,117)
   Payment of acquisition fees                            (159)      (72)
                                                       -------   -------

   Net cash provided by investing activities             4,560     5,932
                                                       -------   -------

Financing Activities:
--------------------

   Redemptions of capital                                 (156)     (200)
   Distributions to partners                            (4,580)   (4,636)
                                                       -------   -------

   Net cash used in financing activities                (4,736)   (4,836)
                                                       -------   -------

Increase in cash and cash equivalents                      890     3,396

Cash and cash equivalents, beginning of period           7,917     4,521
                                                       -------   -------

Cash and cash equivalents, end of period               $ 8,807   $ 7,917
                                                       =======   =======

        The accompanying notes are an integral part of these statements.

                                       14
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001

Note 1.       Organization and Partnership Matters.
              ------------------------------------

         Phoenix Leasing Cash  Distribution  Fund V, L.P., a California  limited
partnership  (the  "Partnership"),  was  formed  on July 9,  1990,  to invest in
capital  equipment of various types and to lease such equipment to third parties
on either a long-term or short-term  basis, and to provide financing to emerging
growth  companies and cable  television  system  operators.  The Partnership met
minimum   investment   requirements  on  January  7,  1992.  The   Partnership's
termination date is December 31, 2003.

         The  Partnership  has also  made  investments  in joint  ventures  with
affiliated  partnerships  managed  by the  General  Partner  for the  purpose of
reducing the risks of financing or acquiring certain capital equipment leased to
third parties (see Note 6).

         For financial reporting purposes, Partnership net income and net losses
will be allocated 99% to the Limited Partners and 1% to the General Partner.  In
addition, the General Partner will be allocated gross rental and interest income
in amounts equal to the  distributions  that it receives  from the  Partnership.
Syndication  costs will be  allocated  1% to the General  Partner and 99% to the
Limited Partners.

         The  General  Partner is  entitled  to receive 3% of all  distributions
until the Limited  Partners have recovered their initial  capital  contributions
plus a cumulative return of 10% per annum. Thereafter,  the General Partner will
receive 15% of all cash  distributions.  From inception of the Partnership until
September  30,  1998,  the  General  Partner's  interest in Cash  Available  for
Distribution was subordinated in any calendar quarter until the Limited Partners
received quarterly  distributions equal to 2.50% of their capital  contributions
(i.e., 10% per annum), prorated for any partial period.

         In the event the General  Partner has a deficit  balance in its capital
account  at the  time  of  Partnership  liquidation,  it  will  be  required  to
contribute the amount of such deficit to the Partnership.

         As compensation for management services, the General Partner receives a
fee, payable quarterly, subject to certain limitations, in an amount equal to 3%
of the  Partnership's  gross revenues for the quarter from which such payment is
being made,  which  revenues  shall  include,  but are not  limited  to,  rental
receipts,  maintenance  fees,  proceeds  from the sale of equipment and interest
income.

         The General  Partner  will be  compensated  for  services  performed in
connection  with the  analysis  of  assets  available  to the  Partnership,  the
selection  of such  assets  and the  acquisition  thereof,  including  obtaining
lessees for the equipment,  negotiating and concluding  master lease  agreements
with certain lessees. As compensation for such acquisition services, the General
Partner will receive a fee equal to 3%, subject to certain  limitations,  of (a)
the purchase price of equipment  acquired by the Partnership or equipment leased
to  customers  by  manufacturers,  the  financing  for which is  provided by the
Partnership,  or (b) financing  provided to businesses such as cable  operators,
emerging growth companies, or security monitoring system companies, payable upon
such  acquisition  or  financing,  as the  case  may be.  Acquisition  fees  are
amortized over the life of the assets principally on a straight-line basis.

         A schedule of compensation  due and related  distributions  made to the
General Partner for the years ended December 31, follows:

                                                       2001        2000
                                                       ----        ----
                                                    (Amounts in Thousands)

         Management fees                               $193        $403
         Acquisition fees                               --          137
         Cash distributions                             137         139
                                                       ----        ----

                Total                                  $330        $679
                                                       ====        ====

                                       15
<PAGE>

         Redemptions  of  limited  partnership  units  will  only be made to the
extent permitted by applicable laws and regulations,  the Partnership  Agreement
and if, in the opinion of the General Partner, it is in the best interest of the
Partnership. In addition, redemptions will not be made if such redemptions would
cause the  Partnership to be categorized as a publicly  traded  partnership  for
federal income tax purposes.

         The  Partnership  will acquire such  limited  partnership  units for an
amount  equal to 85% of the  "accrual  basis  capital  account"  relating to the
redeemed units.  The  Partnership  will retain the remaining 15% of the "accrual
basis capital account" relating to the redeemed units.  Redemptions  retained by
the  Partnership  were $25,000 and $30,000  during the years ended  December 31,
2001 and 2000,  respectively.  "Accrual  basis  capital  account" is computed in
accordance  with the books and records  regularly  maintained by the Partnership
for financial reporting purposes, utilizing the accrual method of accounting.


Note 2.       Summary of Significant Accounting Policies.
              ------------------------------------------

         Cash and Cash Equivalents.  Cash and cash equivalents  include deposits
at banks,  investments in money market funds and other highly liquid  short-term
investments with original maturities of less than 90 days.

         Credit  and  Collateral.   The   Partnership's   activities  have  been
concentrated  in  the  equipment  leasing  and  financing  industry.   A  credit
evaluation  is performed  by the General  Partner for all leases and loans made,
with  the  collateral  requirements  determined  on a  case-by-case  basis.  The
Partnership's  loans are generally  secured by the equipment or assets  financed
and, in some cases,  other collateral of the borrower.  In the event of default,
the  Partnership  has the right to foreclose upon the collateral  used to secure
such loans.

         Notes  Receivable.  Notes  receivable  generally  are  stated  at their
outstanding unpaid principal balances, which includes accrued interest. Interest
income is accrued on the unpaid principal balance.

         Impaired Notes Receivable.  Notes receivable are classified as impaired
and the accrual of interest on such notes are discontinued  when the contractual
payment of principal and interest has become 90 days past due or management  has
serious doubts about further  collectibility of the contractual  payments,  even
though  the  loan  may  currently  be  performing.  When  a note  receivable  is
classified  as  impaired,  income  recognition  is  discontinued.  Any  payments
received  subsequent to the placement of the note  receivable on 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 has been reduced to zero, the
remaining payments will be applied to interest income. Impaired notes receivable
are measured based on the present value of expected future cash flows discounted
at the note's original  effective  interest rate.  Alternatively,  impairment is
measured  based on the note's  observable  market price or the fair value of the
collateral if the note is collateral-dependent. When the measure of the impaired
note is less  than the  recorded  investment  in the  note,  the  impairment  is
recorded through a valuation  allowance,  which is included in the provision for
losses on leases and loans.

         Allowance for Lease Losses.  An allowance for losses on finance  leases
is established through provisions for losses charged against income. The loss is
measured  when it becomes  probable  that the  Company  will not recover its net
investment in the finance lease.  The loss is estimated as the net investment in
a finance lease that will not be recovered  through the remaining  payments from
the lease,  including the value of equipment on lease.  Finance leases deemed to
be  uncollectable  are  charged  against the  allowance  for lease  losses,  and
subsequent recoveries, if any, are credited to the allowance.

         Leasing  Operations.  The Partnership's  leasing  operations consist of
both  financing and operating  leases.  The financing  method of accounting  for
leases records as unearned  income at the inception of the lease,  the excess of
net rentals  receivable  and  estimated  residual  value at the end of the lease
term, over the cost of equipment  leased.  Unearned income is credited to income
monthly  over  the  term  of the  lease  on a  declining  basis  to  provide  an
approximate  level  rate of return on the  unrecovered  cost of the  investment.
Initial direct costs of consummating  new leases are capitalized and included in
the cost of equipment.  The Partnership  reviews its estimates of residual value
at least  annually.  If a decline  in value  has  occurred  which is other  than
temporary, a reduction in the investment is recognized currently.

         Under the  operating  method  of  accounting  for  leases,  the  leased
equipment  is recorded as an asset at cost and  depreciated.  The  Partnership's
leased  equipment is depreciated  primarily  using an  accelerated  depreciation
method over the estimated useful life of six years.

                                       16
<PAGE>

         The  Partnership  continually  evaluates  the carrying  value of rental
equipment in accordance with Statement of Financial Accounting Standards No. 121
(SFAS No. 121), "Accounting for the Impairment of Long-Lived Assets". Under SFAS
121,   rental   equipment  is  reviewed  for  impairment   whenever   events  or
circumstances  have occurred that would indicate the carrying  amount may not be
fully  recoverable.  An impairment  loss is recognized if the fair value is less
than  the  carrying  amount  of  the  long-lived  assets  being  evaluated.  The
Partnership  determines fair value based upon the condition of the equipment and
the  projected  net  cash  flows  from  its  sale  considering   current  market
conditions.  The Partnership accounts for impairment losses through depreciation
expense.

         Rental income for the year is determined  on a  straight-line  basis of
rental  payments due for the period  under the terms of the lease.  Maintenance,
repairs and minor renewals of the leased equipment are charged to expense.

         Portfolio Valuation  Methodology.  The Partnership accounts for the net
realizable value of the Partnership's equipment on a portfolio basis.

         Investments in Joint  Ventures.  Minority  investments in net assets of
the equipment and financing  joint  ventures  reflect the  Partnership's  equity
basis in the  ventures.  Under the equity  method of  accounting,  the  original
investment  is recorded at cost and is adjusted  periodically  to recognize  the
Partnership's   share  of  earnings,   losses,   cash   contributions  and  cash
distributions after the date of acquisition.

         Investments. Investments in stock in public companies are classified as
available  for sale.  Available-for-sale  securities  are  stated at their  fair
market  value,   with  the  unrealized   gains  and  losses  reported  in  other
comprehensive income.

         New  Accounting   Pronouncements.   Effective   January  1,  2001,  the
Partnership  adopted SFAS No. 133, as amended by SFAS No. 138, which establishes
accounting and reporting standards requiring that every derivative instrument be
recorded in the balance  sheet as either an asset or as a liability  measured at
its fair value.  During the course of the year, the  Partnership had warrants to
purchase  marketable  equities  covered  by  this  statement.   The  Partnership
previously carried these warrants at fair value on the balance sheet and changes
in fair value were reported as a component of other comprehensive  income on the
Statement  of  Partners'  Capital.  With the  adoption  of SFAS No.  133,  these
warrants  are  carried at fair value on the  balance  sheet and  changes in fair
value are reported as part of other income on the Statement of  Operations.  The
effect of the change was not material.  As of December 31, 2001, the Partnership
does not have any warrants to purchase marketable equities.

         In October 2001, the Financial  Accounting  Standards Board issued SFAS
No. 144,  Accounting for the Impairment or Disposal of Long-Lived  Assets.  SFAS
No. 144 is effective  for fiscal years  beginning  after  December 15, 2001.  It
provides a single  accounting model for long-lived  assets to be disposed of and
replaces SFAS No. 121,  Accounting for the  Impairment of Long-Lived  Assets and
Long-Lived  Assets to Be  Disposed  Of. The  Partnership  does not  expect  this
standard  to have a  material  impact on the  Company's  consolidated  financial
position or results of operations.

         Reclassification.  Certain  2000  amounts  have  been  reclassified  to
conform  to the 2001  presentation.  These  reclassifications  had no  impact on
previously reported net income or partners' capital.

         Use of Estimates. The preparation of financial statements in conformity
with  accounting  principles  generally  accepted in the United  States requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

         Comprehensive   Income.  For  the  Partnership,   comprehensive  income
includes net income  reported on the Statement of Operations  and changes in the
fair value of its  available-for-sale  investments  reported as a  component  of
partners' capital.

                                       17
<PAGE>

Note 3.       Accounts Receivable.
              -------------------

       Accounts receivable consist of the following at December 31:

                                                                  2001
                                                                  ----
                                                          (Amounts in Thousands)

         Lease payments                                          $ 265
         General Partner and Affiliates                             47
         Property and sales tax                                     44
                                                                 -----
                                                                   356
         Less: allowance for losses on accounts receivable        (186)
                                                                 -----

              Total                                              $ 170
                                                                 =====


Note 4.       Notes Receivable:
              ----------------

         Notes receivable consist of the following at December 31:

                                                                  2001
                                                                  ----
                                                          (Amounts in Thousands)

         Notes receivable from emerging growth companies,
           with stated interest ranging from 11% to 21%
           per annum, receivable in installments ranging
           from 37 to 57 months, collateralized by a
           security interest in the equipment financed         $ 1,225

         Notes receivable from other businesses, with
           stated interest ranging from 11% to 16% per
           annum, receivable in installments ranging from
           59 to 85 months, collateralized by the equipment
           financed                                                697
                                                               -------
                                                                 1,922
         Less:  allowance for losses on notes receivable          (127)
                                                               -------

              Total                                            $ 1,795
                                                               =======

         Minimum payments to be received on non-cancelable  notes receivable for
the years ended December 31, are as follows:

                                                          (Amounts in Thousands)

         2002.........................................         $   882
         2003.........................................             571
         2004.........................................             304
         2005.........................................              33
         2006.........................................             --
                                                               -------


         Total minimum payments to be received........           1,790
         Impaired notes receivable....................             398
         Less:  unearned interest.....................            (266)
         Less:  allowance for losses..................            (127)
                                                               -------

         Net investment in notes receivable...........         $ 1,795
                                                               =======

         At  December  31,  2001,  the  recorded  investment  in notes  that are
considered  to  be  impaired  was  $398,000,  net  of  specific  write-downs  of
$1,303,000.  The average  recorded  investment in impaired loans during the year
ended  December 31, 2001 and 2000 was $662,000 and $427,000,  respectively.  The
Partnership  recognized  $242,000  and  $376,000 of interest  income on impaired
notes   receivable   during  the  years  ended   December  31,  2001  and  2000,
respectively.

                                       18
<PAGE>

         The activity in the allowance for losses on notes receivable during the
years ended December 31, is as follows:

                                                    2001         2000
                                                    ----         ----
                                                 (Amounts in Thousands)

         Beginning balance                        $   163      $    88
              Provision for losses                  1,607          582
              Write downs                          (1,643)        (507)
                                                  -------      -------
         Ending balance                           $   127      $   163
                                                  =======      =======


Note 5.       Equipment on Operating Leases and Investment in Financing Leases.
              ----------------------------------------------------------------

         Equipment on lease consists primarily of computer peripheral  equipment
and other capital equipment.

         The  Partnership's  operating  leases are for  initial  lease  terms of
approximately 19 to 36 months.  During the remaining terms of existing operating
leases,  the  Partnership  will not  recover all of the  undepreciated  cost and
related expenses of its rental equipment,  and therefore must remarket a portion
of its equipment in future years.

         The   Partnership   has  also  entered  into  direct   financing  lease
arrangements  with  businesses in different  industries  located  throughout the
United  States.  Generally,  it is the  responsibility  of the lessee to provide
maintenance on leased equipment.  The General Partner  administers the equipment
portfolio of leases acquired through the direct leasing program.  Administration
includes  the  collection  of rents  from the  lessees  and  remarketing  of the
equipment.

         The net  investment  in financing  leases  consists of the following at
December 31:

                                                                  2001
                                                                  ----
                                                         (Amounts in Thousands)

         Minimum lease payments to be received                 $1,372
              Less:  unearned income                             (178)
                     allowance for early termination              (99)
                                                               ------

         Net investment in financing leases                    $1,095
                                                               ======

         Minimum  rentals  to  be  received  on  noncancellable   operating  and
financing leases for the years ended December 31 are as follows:

                                               Operating        Financing
                                               ---------        ---------
                                                  (Amounts in Thousands)

         2002 .........................          $  184          $  840
         2003 .........................            --               390
         2004 .........................            --               142
         2005 .........................            --              --
         2006 .........................            --              --
                                                 ------          ------

         Total ........................          $  184          $1,372
                                                 ======          ======

         Equipment held for lease  generally  consists of financing  leases that
have been placed into default. As a result, the leases have been reclassified to
equipment,  held at net  realizable  value  and  will be  depreciated  over  the
remaining  estimated  useful life of up to three years.  The General  Partner is
making  every  effort to pursue  remedies  that will  maximize  recovery  of the
Partnership's investment. The net carrying value of the equipment held for lease
at December 31, 2001 was $65,000.

                                       19
<PAGE>
Note 6.       Investment in Joint Ventures.
              ----------------------------

Equipment Joint Venture.
-----------------------

         On August 1, 1994, the Partnership entered into an agreement along with
two other affiliated  partnerships to contribute certain leased assets and notes
receivable (the "Assets") to Phoenix  Acceptance  Limited Liability  Company,  a
Delaware limited  liability  company (the "Equipment Joint Venture") in exchange
for a 32.48%  equity  interest in the  Equipment  Joint  Venture.  The  interest
received in the Equipment Joint Venture was accounted for at the historical cost
basis of the Assets  transferred.  The  Partnership  has  accounted  for its net
investment  in  this  Equipment   Joint  Venture  using  the  equity  method  of
accounting.  The  Equipment  Joint  Venture was  organized  to hold title to the
Assets and  subsequently  transfer such Assets to a trust for the purpose of the
trust  issuing  two classes of lease  backed  certificates  to third  parties in
exchange for cash proceeds.  The transaction between the Equipment Joint Venture
and the trust has been accounted for as a financing. The Equipment Joint Venture
retains a residual interest in the assets transferred through the ownership of a
third class of subordinated trust  certificates.  The lease backed  certificates
are recourse only to the assets used to collateralize the obligation.

         The net carrying value of such assets contributed by the Partnership to
the  Equipment  Joint  Venture  was  approximately  $7.9  million  and the total
carrying  value  of all of the  assets  contributed  by all  three  partnerships
approximated  $24.7  million.  The net  proceeds  from the issuance of the lease
backed certificates were distributed back to the partnerships who contributed to
the Equipment  Joint  Venture.  On August 5, 1994,  the Equipment  Joint Venture
received   proceeds  from  the  issuance  of  the  7.1%  Class  A  lease  backed
certificates in the principal  amount of $18.5 million.  On August 12, 1994, the
Equipment Joint Venture received proceeds from the issuance of the 8.25% Class B
lease backed  certificates in the principal amount of $5.3 million.  In November
1996, the lease backed certificates were paid in full.

         The  Manager  of  the  Equipment   Joint  Venture  is  Phoenix  Leasing
Incorporated.  The  manager  is  responsible  for the  daily  management  of the
operations of the Equipment  Joint Venture.  Phoenix Leasing  Incorporated  also
acts as Servicer and  Administrator  to the trust. As Servicer,  Phoenix Leasing
Incorporated  is  responsible  for  servicing,  managing and  administering  the
Assets, as well as enforcing and making collections on the Assets.

         An analysis of the  Partnership's  investment  in the  Equipment  Joint
Venture is as follows:

                                                                         Net
                Net Investment                                        Investment
                at Beginning                 Equity in                 at End
Date              of Period    Contributions Earnings  Distributions  of Period
----            -------------- ------------- --------- -------------  ----------
                                      (Amounts in Thousands)

Year Ended
  December 31, 2000   $ 46         $ -         $  4         $ 50         $ -
                      ====         ====        ====         ====         ====

         The aggregate  financial  information of the Equipment Joint Venture is
presented as follows:


                                               For the Years Ended December 31,
                                                    2001            2000
                                                    ----            ----
                                                   (Amounts in Thousands)

         Revenue                                    $ --            $16
         Expenses                                     --              3
         Net Income                                   --             13

         The  Equipment  Joint  Venture was closed  during the first  quarter of
2000.

         The General Partner earned a management fee of 3% of the  Partnership's
respective  interest in gross  revenues of the  Equipment  Joint  Venture.  Cash
proceeds  subject to a management fee at the Equipment  Joint Venture level were
not subject to management fees at the Pa+rtnership level.


Note 7.       Accounts Payable and Accrued Expenses.
              -------------------------------------

         Accounts  payable  and accrued  expenses  consist of the  following  at
December 31:

                                       20
<PAGE>
                                                                   2001
                                                                   ----
                                                          (Amounts in Thousands)

         Equipment Lease Operations                                $400
         General Partner and Affiliates                              59
         Other                                                       40
         Trade                                                       34
         Security Deposits                                           33
                                                                   ----

              Total                                                $566
                                                                   ====


Note 8.       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.

         The net differences  between the tax basis and the reported  amounts of
the Partnership's assets and liabilities are as follows at December 31, 2001:

                           Reported Amounts   Tax Basis   Net Difference
                           ----------------   ---------   --------------
                                        (Amounts in Thousands)

         Assets                 $12,201        $13,718      $ 1,517
         Liabilities                566            325          241

         The  following  is a  reconciliation  between net income for  financial
reporting  purposes and net income for federal  income tax purposes for the year
ended December 31:

                                                              2001     2000
                                                              ----     ----
                                                          (Amounts in Thousands)

         Net income (loss) for financial reporting
           purposes                                         $(1,515)  $ 3,278

         Adjustments for tax purposes:
           Tax depreciation in excess of book                  (843)   (1,646)
           Difference in rental income recognition            1,786     2,904
           Excess of book gain on sale of equipment
             over tax gain on sale of equipment                (340)     (507)
           Book valuation allowances not recognized
             for tax purposes                                 2,759     1,117
           Bad debt expense                                  (1,675)     (519)
           Other                                                (25)       94
                                                            -------   -------

         Net income for federal income tax purposes         $   147   $ 4,721
                                                            =======   =======


Note 9.       Related Entities.
              ----------------

         Affiliates  of the  General  Partner  serve in the  capacity of general
partners  in other  partnerships,  all of which  are  engaged  in the  equipment
leasing and financing business.


Note 10.      Net Income (Loss) and Distributions per Limited Partnership Unit.
              ----------------------------------------------------------------

         Net income (loss) and distributions  per limited  partnership unit were
based on the Limited Partner's share of net income (loss) and distributions, and
the weighted average number of units  outstanding of 1,851,751 and 1,872,582 for
the years ended  December 31, 2001 and 2000,  respectively.  For the purposes of
allocating income (loss) and  distributions to each individual  Limited Partner,
the Partnership  allocates net income (loss) and  distributions  based upon each
respective Limited Partner's net capital contributions.

                                       21
<PAGE>

Note 11.      Reimbursed Costs to the General Partner and Affiliates.
              ------------------------------------------------------

         The General Partner and affiliates incur certain  administrative  costs
such  as  data   processing,   investor   and   lessee   communications,   lease
administration,  accounting,  equipment storage and equipment  remarketing,  for
which it is  reimbursed  by the  Partnership.  These  expenses  incurred  by the
General  Partner and  affiliates are to be reimbursed at the lower of the actual
costs or an amount equal to 90% of the fair market value for such services.

         The reimbursed administrative costs to the General Partner were $79,000
and $303,000 for the years ended December 31, 2001 and 2000,  respectively.  The
equipment  storage,  remarketing  and data  processing  costs  reimbursed to the
General  Partner  during the years ended December 31, 2001 and 2000 were $90,000
and $36,000, respectively.

         In  addition,  the General  Partner  receives a  management  fee and an
acquisition fee (see Note 1).


Note 12.      Fair Value of Financial Instruments.
              -----------------------------------

         The carrying  amounts  reported on the balance  sheet for cash and cash
equivalents and notes receivable approximate their fair values.


Note 13.      Legal Proceedings.
              -----------------

         On October 28, 1997, a Class Action  Complaint  (the  "Complaint")  was
filed against Phoenix Leasing Inc., Phoenix Leasing Associates, II and III L.P.,
Phoenix   Securities  Inc.  and  Phoenix  American  Inc.  (the  "Companies")  in
California  Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution  Funds I through V (the
"Partnerships").  The  Companies  were served with the  Complaint on December 9,
1997. The Complaint sought  declaratory and other relief  including  accounting,
receivership,  imposition of  constructive  trust and judicial  dissolution  and
winding up of the Partnerships,  and damages based on fraud, breach of fiduciary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.

         Plaintiffs  severed  one cause of action  from the  Complaint,  a claim
related to the marketing and sale of Cash  Distribution  Fund V, and transferred
it to Marin  County  Superior  Court  (the  "Berger  Action").  Plaintiffs  then
dismissed the remaining claims in Sacramento Superior Court and re-filed them in
a separate lawsuit making similar allegations (the "Ash Action").

         The Ash  complaint  includes six causes of action:  breach of fiduciary
duty,  constructive  fraud,  judicial  dissolution of Cash Distribution Fund IV,
judicial  dissolution of Cash Distribution Fund V, accounting and alter ego. The
Companies  recently  answered the complaint and  discovery  has  commenced.  The
plaintiffs' depositions have been taken and plaintiffs recently took depositions
of the Companies.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the offering of Cash  Distribution  Fund V. The Companies  have
answered the complaint and discovery has commenced.  A class has been certified.
The  plaintiffs'  deposition  have  been  taken  and  plaintiffs  recently  took
depositions of defendants.

         On August 28, 2000, the Ash and Berger actions were  consolidated  (the
"Consolidated Action") pursuant to stipulation by both parties.

         On July 11, 2001, the parties  agreed to a memorandum of  understanding
outlining a settlement of the Consolidated  Action.  The terms of the settlement
are  confidential.  The Court  approved the settlement on February 19, 2002. The
settlement  did not  materially  affect  the  financial  position  or results of
operations of the Partnership.


Note 14.      Subsequent Events.
              -----------------

         In January 2002, cash  distributions  of $34,000 and $565,000 were made
to the General and Limited Partners, respectively.


                                       22
<PAGE>

Item 8.       Disagreements on Accounting and Financial Disclosure Matters.
              ------------------------------------------------------------

         None.


                                    PART III

Item 9.       Directors and Executive Officers of the Registrant.
              --------------------------------------------------

         The  registrant  is  a  limited  partnership  and,  therefore,  has  no
executive  officers or  directors.  The  General  Partner of the  Registrant  is
Phoenix  Leasing  Associates  II L.P., a  California  limited  partnership,  the
Corporate  General  Partner of which is Phoenix  Leasing  Associates II, Inc., a
Nevada corporation and a wholly-owned subsidiary of Phoenix Leasing Incorporated
(PLI), a California corporation.

         The directors and executive  officers of Phoenix Leasing Associates II,
Inc. (PLAII) are as follows:

         GUS  CONSTANTIN,  age 64, is  President,  and a Director of PLAII.  Mr.
Constantin received a B.S. degree in Engineering from the University of Michigan
and a Master's Degree in Management Science from Columbia University.  From 1969
to 1972,  he  served  as  Director,  Computer  and  Technical  Equipment  of DCL
Incorporated  (formerly  Diebold Computer Leasing  Incorporated),  a corporation
formerly  listed on the  American  Stock  Exchange,  and as Vice  President  and
General  Manager of DCL Capital  Corporation,  a wholly-owned  subsidiary of DCL
Incorporated.  Mr.  Constantin  was actively  engaged in marketing  manufacturer
leasing  programs  to  computer  and  medical  equipment  manufacturers  and  in
directing DCL Incorporated's IBM System/370 marketing activities. Prior to 1969,
Mr.  Constantin was employed by IBM as a data  processing  systems  engineer for
four years.  Mr.  Constantin  is an  individual  general  partner in four active
partnerships and is an NASD registered principal.  Mr. Constantin is the founder
of PLI and the beneficial  owner of all of the common stock of Phoenix  American
Incorporated.

         GARY W.  MARTINEZ,  age 51, is Senior Vice  President and a Director of
PLAII.  He has been  associated  with PLI  since  1976.  He  manages  the  Asset
Management  Department,  which is  responsible  for  lease  and  loan  portfolio
management.  This includes credit analysis,  contract terms,  documentation  and
funding;  remittance application,  change processing and maintenance of customer
accounts; customer service, invoicing,  collection,  settlements and litigation;
negotiating  lease  renewals,  extensions,  sales and  buyouts;  and  management
information  reporting.  From 1973 to 1976, Mr. Martinez was a Loan Officer with
Crocker National Bank, San Francisco. Prior to 1973, he was an Area Manager with
Pennsylvania  Life Insurance  Company.  Mr. Martinez is a graduate of California
State University, Chico.

         ANDREW N. GREGSON,  age 29, is Vice President,  Chief Financial Officer
and a Director of PLAII. He has been associated with PLI since 1998. Mr. Gregson
oversees  the  Finance  Department.  He  is  responsible  for  the  structuring,
planning,  and monitoring of the  partnerships  sponsored by the General Partner
and its affiliates. In addition, Mr. Gregson oversees the maintenance of banking
relationships,  the  treasury  and  financial  reporting  functions  and various
support  services  for PLI.  Mr.  Gregson  graduated  with a B.A. in Physics and
Economics from Amherst College.

         Neither the General  Partner nor any  Executive  Officer of the General
Partner has any family relationship with the others.

         Phoenix  Leasing  Incorporated  or its  affiliates  and  the  executive
officers of the General  Partner  serve in a similar  capacity to the  following
affiliated limited partnership:

              Phoenix Leasing American Business Fund, L.P.

Disclosure Pursuant to Section 16, Item 405 of Regulation S-K:

         The General  Partner (and any corporate  general partner of the General
Partner) of the  Registrant,  and the executive  officers of the General Partner
(or any corporate  general  partner of the General  Partner) of the  Registrant,
file reports  pursuant to Section 16(a) of the Securities  Exchange Act of 1934,
as amended.  Based solely on the Registrant's review of the copies of such forms
received by the Registrant,  the Registrant believes that, during 2001, all such
required reports were filed on a timely basis.

                                       23
<PAGE>

Certain Legal Proceedings.

         On October 28, 1997, a Class Action  Complaint  (the  "Complaint")  was
filed against Phoenix Leasing Inc., Phoenix Leasing Associates, II and III L.P.,
Phoenix   Securities  Inc.  and  Phoenix  American  Inc.  (the  "Companies")  in
California  Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution  Funds I through V (the
"Partnerships").  The  Companies  were served with the  Complaint on December 9,
1997. The Complaint sought  declaratory and other relief  including  accounting,
receivership,  imposition of  constructive  trust and judicial  dissolution  and
winding up of the Partnerships,  and damages based on fraud, breach of fiduciary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.

         Plaintiffs  severed  one cause of action  from the  Complaint,  a claim
related to the marketing and sale of Cash  Distribution  Fund V, and transferred
it to Marin  County  Superior  Court  (the  "Berger  Action").  Plaintiffs  then
dismissed the remaining claims in Sacramento Superior Court and re-filed them in
a separate lawsuit making similar allegations (the "Ash Action").

         The Ash  complaint  includes six causes of action:  breach of fiduciary
duty,  constructive  fraud,  judicial  dissolution of Cash Distribution Fund IV,
judicial  dissolution of Cash Distribution Fund V, accounting and alter ego. The
Companies  recently  answered the complaint and  discovery  has  commenced.  The
plaintiffs' depositions have been taken and plaintiffs recently took depositions
of the Companies.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the offering of Cash  Distribution  Fund V. The Companies  have
answered the complaint and discovery has commenced.  A class has been certified.
The  plaintiffs'  deposition  have  been  taken  and  plaintiffs  recently  took
depositions of defendants.

         On August 28, 2000, the Ash and Berger actions were  consolidated  (the
"Consolidated Action") pursuant to stipulation by both parties.

         On July 11, 2001, the parties  agreed to a memorandum of  understanding
outlining a settlement of the Consolidated  Action.  The terms of the settlement
are  confidential.  The Court  approved the settlement on February 19, 2002. The
settlement  did not  materially  affect  the  financial  position  or results of
operations of the Partnership.


Item 10.      Executive Compensation.
              ----------------------

         Set forth is the information  relating to all direct  remuneration paid
or accrued by the Registrant during the last year to the General Partner.

<TABLE>
        (A)                 (B)                            (C)                                (D)

                                                      Cash and cash-                     Aggregate of
Name of Individual      Capacities in                 equivalent forms                   contingent forms
or persons in group     which served                  of remuneration                    of remuneration
-------------------     -------------     -------------------------------------------    ----------------
                                                   (C1)                 (C2)
                                                                  Securities or property
                                       Salaries, fees, directors' insurance benefits or
                                       fees, commissions, and     reimbursement, personal
                                       bonuses                    benefits
                                       ------------------------   -----------------------
                                                     (Amounts in Thousands)
<S>                     <C>                  <C>                         <C>                  <C>
Phoenix Leasing
  Associates II L.P.    General Partner      $   193(1)                  $    0               $    0
                                              ======                      =====                =====

</TABLE>

(1)  consists of management.


Item 11.      Security Ownership of Certain Beneficial Owners and Management.
              --------------------------------------------------------------

         (a)  No person  owns of record,  or is known by the  Registrant  to own
              beneficially,  more  than  five  percent  of any  class of  voting
              securities of the Registrant.

                                       24
<PAGE>

         (b)  The General  Partner or its affiliates of the Registrant  owns the
              equity  securities  of the  Registrant  set forth in the following
              table:

          (1)                           (2)                             (3)
    Title of Class         Amount Beneficially Owned            Percent of Class
    --------------         -------------------------            ----------------
General Partner Interest   Represents a 3% interest in the              100%
                           Registrant's profits and
                           distributions, until the Limited
                           Partners have recovered their
                           capital contributions plus a
                           cumulative return of 10% per annum,
                           compounded quarterly, on the
                           unrecovered portion thereof.
                           Thereafter, the General Partner
                           will receive 15% interest in the
                           Registrant's profits and distributions.

Limited Partner Interest   3,850 units                                     .20


Item 12.      Certain Relationships and Related Transactions.
              ----------------------------------------------

         None.

                                     PART IV

Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

                                                                      Page No.
                                                                      --------
(a)      1.   Financial Statements:

              Balance Sheet as of December 31, 2001                      11
              Statements of Operations and Comprehensive
                Income for the Years Ended December 31, 2001
                and 2000                                                 12
              Statements of Partners' Capital for the Years
                Ended December 31, 2001 and 2000                         13
              Statements of Cash Flows for the Years Ended
                December 31, 2001 and 2000                               14
              Notes to Financial Statements                         15 - 22

         All other schedules are omitted because they are not applicable, or not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.

(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed for the quarter  ended  December  31,
         2001.

(c)      Exhibits

         21.   Balance Sheet of Phoenix Leasing
                 Associates II, Inc.                              E21   1-5

               Balance Sheet of Phoenix Leasing
                 Associates II L.P.                               E21   6-10

         99.  Letter to Securities and Exchange
                 Commission                                       E99   1

                                       25
<PAGE>

                                   SIGNATURES

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

                                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.,
                                 a California limited partnership
                                             (Registrant)

                                 By:   PHOENIX LEASING ASSOCIATES II L.P.,
                                       a California limited partnership,
                                       General Partner

                                 By:   PHOENIX LEASING ASSOCIATES II, INC.,
                                       a Nevada corporation,
                                       General Partner



         Date:  March 21, 2002     By: /S/  GUS CONSTANTIN
                --------------         -------------------------
                                       Gus Constantin, President


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

      Signature                Title                                   Date
      ---------                -----                                   ----


/S/ GUS CONSTANTIN      President and a Director of               March 21, 2002
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gus Constantin)


/S/ GARY W. MARTINEZ    Senior Vice President and a Director of   March 21, 2002
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gary W. Martinez)


/S/ ANDREW N. GREGSON   Vice President, Chief Financial           March 21, 2002
----------------------  Officer and a Director of                 --------------
(Andrew N. Gregson)     Phoenix Leasing Associates II, Inc.

                                       26