Page 1 of 28


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    ---------

                                    FORM 10-K

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


For the fiscal year ended December 31, 1996       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-K 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-K or any amendment to this
Form 10-K. __________

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 ___

As of December 31, 1996,  1,946,243 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, 1996.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>


                                                                    Page 2 of 28




                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                          1996 FORM 10-K 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.       Selected Financial Data...............................        5
Item 7.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations...................        6
Item 8.       Financial Statements and Supplementary Data...........        8
Item 9.       Disagreements on Accounting and Financial
              Disclosure Matters....................................       24


                                    PART III

Item 10.      Directors and Executive Officers of the Registrant....       24
Item 11.      Executive Compensation................................       25
Item 12.      Security Ownership of Certain Beneficial Owners
              and Management........................................       25
Item 13.      Certain Relationships and Related Transactions...............26

                                     PART IV

Item 14.      Exhibits, Financial Statement Schedules and Reports on
              Form 8-K..............................................       26


Signatures..........................................................       27

<PAGE>

                                                                    Page 3 of 28


                                     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,
1996, the total investments in equipment  leases,  investments in joint ventures
and financing transactions (loans) approximate $87,160,000.  The average initial
firm term of  contractual  payments  from  equipment  subject to lease was 46.75
months,  and the average initial net monthly payment rate as a percentage of the
original  purchase price was 2.70%. The average initial firm term of contractual
payments from loans was 51.09 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 and intends to acquire and lease equipment
pursuant to either  "Operating"  leases or "Financing"  leases.  At December 31,
1996, approximately 95% of the equipment owned by the Partnership was classified
as Financing  leases.  The  Partnership has also provided and intends to provide
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.  It is
anticipated  that a  significant  portion of the net  offering  proceeds  to the
Partnership will be invested in capital equipment subject to Operating leases.

         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
<PAGE>


                                                                    Page 4 of 28

remarkets  of leases  will be at a lower  rental  rate than that of the  initial
lease terms.

         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, 1996,  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.

         As of  December  31,  1996,  the  Partnership  owns  equipment  and has
outstanding  loans to borrowers with an aggregate  original cost of $50,392,000.
The  equipment  and loans have been made to  customers  located  throughout  the
United States.  The following  table  summarizes the type of equipment  owned or
financed by the Partnership,  including its pro rata interest in joint ventures,
at December 31, 1996.

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

Furniture and Fixtures                                 $18,751           37%
Capital Equipment Leased to Emerging Growth Companies   12,637           25
Computer Peripherals                                     8,856           18
Small Computer Systems                                   3,019            6
Financing of emerging growth companies                   2,814            5
Financing of other businesses                            1,965            4
Telecommunications                                       1,496            3
Miscellaneous                                              854            2
                                                       -------          ---


 TOTAL                                                 $50,392          100%
                                                       =======          ===

(1)  These  amounts  include the  Partnership's  pro rata  interest in equipment
     joint ventures of $4,797,000, financing joint ventures of $290,000, cost of
     equipment  on  financing   leases  of  $29,012,000  and  original  cost  of
     outstanding loans of $4,489,000 at December 31, 1996.

Item 3.       Legal Proceedings.

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








<PAGE>


                                                                    Page 5 of 28


                                     PART II

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.



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, 1996
              ----------------------------------     -----------------------

              Limited Partners                                2,408


Item 6.       Selected Financial Data.

<TABLE>
<CAPTION>
                                               1996      1995      1994      1993      1992
                                               ----      ----      ----      ----      ----
                                            (Amounts in Thousands Except for Per Unit Amounts)
<S>                                          <C>       <C>       <C>       <C>       <C>
Total Income                                 $ 7,362   $ 9,728   $12,678   $10,851   $ 4,893

Net Income (Loss)                              2,158       340     2,610     1,559       304

Total Assets                                  24,988    31,207    42,728    51,604    36,090

Long-term Debt Obligations                      --         675     4,821    11,410     9,324

Distributions to Partners                      4,064     4,157     4,198     3,391     1,031

Net Income per Limited Partnership Unit         1.02       .11      1.21       .83       .42

Distributions per Limited Partnership Unit      2.00      2.00      2.00      1.88      1.52
</TABLE>

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes appearing elsewhere in this report.



<PAGE>


                                                                    Page 6 of 28

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Results of Operations

         Phoenix  Leasing  Cash  Distribution  Fund V,  L.P.  (the  Partnership)
reported net income of $2,158,000, $340,000 and $2,610,000 during the year ended
December 31, 1996, 1995 and 1994, respectively. The increase in earnings for the
year ended December 31, 1996, compared to 1995, is attributable to a decrease in
total expenses,  primarily  depreciation expense,  which exceeded the decline in
total revenues. The decrease in net income during 1995, as compared to 1994, was
due  to a  decrease  in  rental  income  without  a  corresponding  decrease  in
depreciation expense.

         Total revenues  decreased for both the year ended December 31, 1996 and
1995. The decrease in total  revenues of $2,366,000  and $2,950,000  during 1996
and 1995, respectively, as compared to the previous year, is due to decreases in
rental income and earned  income from  financing  leases.  The decline in rental
income of $2,012,000  and  $2,831,000  for the year ended  December 31, 1996 and
1995, respectively, compared to the previous year, is a result of a reduction in
the amount of equipment  owned by the  Partnership.  At December  31, 1996,  the
Partnership  owned  equipment with an aggregate  original cost of $40.8 million,
compared  to $50.5  million  and $57.4  million at  December  31, 1995 and 1994,
respectively.  During  1995 and 1996,  many of the  initial  lease  terms of the
Partnership's  equipment  expired.  As a result, the Partnership has renewed the
leases with the current lessee,  remarketed the equipment to new lessees or sold
the  equipment.  The effect has been a reduction of the  Partnership's  earnings
during this  remarketing  period.  Total revenues were $7.4 million for the year
ended December 31, 1996, compared to $9.7 million for 1995 and $12.7 million for
1994.

         The  decrease in earned  income from  financing  leases of $497,000 and
$362,000 for the year ended December 31, 1996 and 1995,  respectively,  compared
to the prior year, is a result of a decline in the  Partnership's  investment in
financing  leases. At December 31, 1996, the Partnership had a net investment in
financing  leases of $15.1 million,  compared to $19.9 million and $23.5 million
at December 31, 1995 and 1994, respectively. 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. This decrease will be offset in part by a continuous investment
of the  excess  cash  flows of the  Partnership  in new  leasing  and  financing
transactions over the life of the Partnership.

         The decline in rental  income and earned income from  financing  leases
for the year ended  December 31, 1996,  compared to 1995, is in part offset by a
gain on sale of securities of $390,000.  The securities sold consisted of common
stock and warrants for the purchase of common stock  granted to the  Partnership
as part of financing agreements with emerging growth companies that are publicly
traded.  The  Partnership  received  proceeds of $403,000 from the sale of these
securities during the year ended December 31, 1996. In addition, at December 31,
1996, the Partnership had remaining  interests in stock warrants with unrealized
gains  of   approximately   $369,000.   These  stock  warrants  contain  certain
restrictions, but are generally exercisable within one year.

         Total expenses  decreased by $4,184,000 for the year ended December 31,
1996,  compared to the prior year.  The  decrease  in total  expenses  for 1996,
compared to 1995,  is primarily  due to a reduction in  depreciation  expense of
$3,757,000.  The decrease in  depreciation  expense is  attributable  to a large
portion of the Partnership's  equipment portfolio having been fully depreciated.
Additionally,  depreciation  was  higher  during  1995  due to  the  Partnership
providing additional  depreciation on various leases that had come to the end of
their  initial term,  where the estimated  fair market value was not expected to
exceed the net book value of such leases.

         Partially  offsetting the decrease in depreciation expense for the year
ended December 31, 1996, compared to the prior year, is an increase in provision
for losses on receivables of $273,000.  During the year ended December 31, 1995,
the Partnership  received a settlement payment on an outstanding note receivable
from a cable  television  system operator of $1,269,000 that had been classified
as  impaired.  The  settlement  was for an amount in excess of the net  carrying
value of the  note.  As a  result,  the  Partnership  recognized  as  income,  a
reduction to the allowance for doubtful notes  receivable of $284,000 related to
this note. Such a transaction did not occur during 1996.

         The small  decrease in total  expenses  of $680,000  for the year ended
December  31,  1995,  compared  to 1994,  was due to a decrease  of  $390,000 in
interest  expense  and a decrease of  $367,000  in the  provision  for losses on
receivables,  as previously  discussed.  The decrease in interest expense during
1995,  as  compared  to  1994,  was  due to the  decrease  in the  Partnership's
outstanding  notes  payable.  At December 31,  1995,  the  Partnership  reported
outstanding notes payable of $3,594,000,  as compared to $11,243,000 at December
31, 1994. The Partnership's  notes payable were paid off in full during the year
ended  December 31, 1996,  and as a result  interest  expense for the year ended
<PAGE>


                                                                    Page 7 of 28

December 31, 1996, compared to 1995, also experienced a decrease.

         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 in excess of the  contractual  obligations
will depend upon the General  Partner's  success in  re-leasing  and selling the
Partnership's equipment when the lease terms expire.

         The cash  generated  from leasing and financing  activities  during the
year ended December 31, 1996 was $13,665,000,  as compared to $15,542,000 during
the year ended December 31, 1995 and $16,973,000  during the year ended December
31, 1994.  These  proceeds,  combined  with the cash on hand,  were used for the
repayment of debt and for the payment of cash  distributions to the partners for
1996,  1995 and 1994.  During the year ended December 31, 1996, the  Partnership
paid off its  outstanding  debt of  $3,594,000,  as  compared to  repayments  of
$7,649,000 during 1995 and $6,603,000 during 1994.

         The  Partnership  will  continue  to  reinvest  the cash  generated  by
operating  and financing  activities  in new leasing and financing  transactions
over the life of the  Partnership.  During the year ended December 31, 1996, the
Partnership  invested  $4,421,000  in equipment  leases and  $2,676,000 in notes
receivable,  as compared to  investments  of $4,862,000 in equipment  leases and
$892,000 in notes receivable in 1995, and investments of $9,600,000 in equipment
leases and $721,000 in notes receivable in 1994.

         As of December 31, 1996, the Partnership owned equipment being held for
lease with an  original  cost of  $3,945,000  and a net book value of  $278,000,
compared to  $3,516,000  and  $714,000,  respectively,  at December 31, 1995 and
$4,416,000  and  $1,497,000,  respectively,  at December 31,  1994.  The General
Partner is actively  engaged,  on behalf of the Partnership,  in remarketing and
selling the Partnership's equipment as it becomes available.

         The cash  distributed  to partners for the year ended December 31, 1996
was $4,064,000,  as compared to $4,157,000 and $4,198,000  during the year ended
December 31, 1995 and 1994,  respectively.  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 $3,941,000,  $4,032,000 and $4,072,000 in distributions during
the year ended December 31, 1996,  1995 and 1994,  respectively.  The cumulative
distributions  to  the  Limited   Partners  are  $16,349,000,   $12,408,000  and
$8,376,000  as of December 31, 1996,  1995 and 1994,  respectively.  The General
Partner received  $123,000,  $125,000 and $126,000 in cash distributions for the
year ended December 31, 1996, 1995 and 1994, respectively. The Partnership plans
to make quarterly  distributions to partners during 1997 at the same rate as the
current distributions.

         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.



<PAGE>


                                                                    Page 8 of 28

















               Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                          YEAR ENDED DECEMBER 31, 1996



<PAGE>


                                                                    Page 9 of 28


                         REPORT OF INDEPENDENT AUDITORS

The Partners
Phoenix Leasing Cash Distribution Fund V, L.P.

We have audited the financial  statements of Phoenix  Leasing Cash  Distribution
Fund V, L.P. (a California limited partnership) listed in the accompanying index
to financial  statements  (Item  14(a)).  Our audits also included the financial
statement schedule listed in the Index at Item 14(a). These financial statements
and the schedule are the  responsibility  of the Partnership's  management.  Our
responsibility  is to express an opinion on these  financial  statements and the
schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements  and schedule 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  listed in the accompanying  index to
financial statements (Item 14(a)) present fairly, in all material respects,  the
financial position of Phoenix Leasing Cash Distribution Fund V, L.P. at December
31, 1996 and 1995, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1996,  in  conformity  with
generally  accepted  accounting  principles.  Also, in our opinion,  the related
financial statement schedule, when considered in relation to the basic financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.


                                                               ERNST & YOUNG LLP


San Francisco, California
  January 20, 1997



<PAGE>


                                                                   Page 10 of 28

<TABLE>
                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
<CAPTION>
                                                                         December 31,
                                                                       1996        1995
                                                                       ----        ----
<S>                                                                 <C>         <C>
ASSETS

Cash and cash equivalents                                           $  3,140    $  3,131

Accounts receivable (net of allowance for losses on accounts
   receivable of $153 and $194 at December 31, 1996 and 1995,
   respectively)                                                         187         372

Notes receivable (net of allowance for losses on notes receivable
   of $124 and $55 at December 31, 1996 and 1995, respectively)        3,333       1,487

Equipment on operating leases and held for lease (net of
   accumulated depreciation of $8,389 and $12,330 at
   December 31, 1996 and 1995, respectively)                             719       3,381

Net investment in financing leases (net of allowance for early
   terminations  of $519 and $238 at December 31, 1996 and
   1995, respectively)                                                15,139      19,914

Investment in joint ventures                                           1,383       1,449

Capitalized acquisition fees(net of accumulated amortization
   of $2,015 and $1,643 at December 31, 1996 and 1995,
   respectively)                                                         591         751

Other assets                                                             496         722
                                                                    --------    --------

     Total Assets                                                   $ 24,988    $ 31,207
                                                                    ========    ========


LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

   Accounts payable and accrued expenses                            $  1,126    $  1,045

   Notes payable                                                        --         3,594
                                                                    --------    --------

     Total Liabilities                                                 1,126       4,639
                                                                    --------    --------

Partners' Capital:

   General Partner                                                       (76)        (96)

   Limited Partners, 5,000,000 units authorized, 2,045,838
     units issued and 1,946,243 and 2,002,101 units
     outstanding at December 31, 1996 and 1995, respectively          23,569      26,176

   Unrealized gains on available-for-sale securities                     369         488
                                                                    --------    --------

     Total Partners' Capital                                          23,862      26,568
                                                                    --------    --------

     Total Liabilities and Partners' Capital                        $ 24,988    $ 31,207
                                                                    ========    ========
</TABLE>
                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                   Page 11 of 28


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


                                         For the Years Ended December 31,
                                             1996     1995      1994
                                             ----     ----      ----

INCOME

   Rental income                          $ 3,329   $ 5,341   $ 8,172

   Earned income, financing leases          2,643     3,140     3,502

   Interest income, notes receivable          429       620       373

   Equity in earnings from joint
     ventures, net                            324       429       295

   Gain on sale of securities                 390      --        --

   Other income                               247       198       336
                                          -------   -------   -------

     Total Income                           7,362     9,728    12,678
                                          -------   -------   -------


EXPENSES

   Depreciation                             3,023     6,780     6,563

   Amortization of acquisition fees           372       502       687

   Lease related operating expenses           237       292       142

   Management fees to General Partner         486       562       616

   Reimbursed administrative costs to
     General Partner                          370       434       380

   Interest expense                           131       553       943

   Provision for losses on receivables        350        77       444

   General and administrative expenses        235       188       293
                                          -------   -------   -------

     Total Expenses                         5,204     9,388    10,068
                                          -------   -------   -------

NET INCOME                                $ 2,158   $   340   $ 2,610
                                          =======   =======   =======

NET INCOME PER LIMITED PARTNERSHIP UNIT   $  1.02   $   .11   $  1.21
                                          =======   =======   =======

ALLOCATION OF NET INCOME:

   General Partner                        $   143   $   127   $   151

   Limited Partners                         2,015       213     2,459
                                          -------   -------   -------

                                          $ 2,158   $   340   $ 2,610
                                          =======   =======   =======


                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                   Page 12 of 28

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

<CAPTION>
                                              General                          Unrealized
                                             Partner's      Limited Partners'     Gains      Total
                                               Amount      Units        Amount  (Losses)    Amount
                                               ------      -----        ------  --------    ------
<S>                                            <C>       <C>          <C>         <C>      <C>
Balance, December 31, 1993                     $(123)    2,039,138    $ 32,127    $--      $ 32,004

Net income                                       151          --         2,459     --         2,610

Distributions to partners ($2.00 per
   limited partnership unit)                    (126)         --        (4,072)    --        (4,198)

Redemptions of capital                          --         (14,108)       (210)    --          (210)
                                               -----    ----------    --------    -----    --------

Balance, December 31, 1994                       (98)    2,025,030      30,304     --        30,206

Net income                                       127          --           213     --           340

Distributions to partners ($2.00 per limited
   partnership unit)                            (125)         --        (4,032)    --        (4,157)

Redemptions of capital                          --         (22,929)       (309)    --          (309)

Change for the year in unrealized gain on
   available-for-sale securities                --            --          --        488         488
                                               -----    ----------    --------    -----    --------

Balance, December 31, 1995                       (96)    2,002,101      26,176      488      26,568

Net income                                       143          --         2,015     --         2,158

Distributions to partners ($2.00 per limited
   partnership unit)                            (123)         --        (3,941)    --        (4,064)

Redemptions of capital                          --         (55,858)       (681)    --          (681)

Change for the year in unrealized gain on
   available-for-sale securities                --            --          --       (119)       (119)
                                               -----    ----------    --------    -----    --------

Balance, December 31, 1996                     $ (76)    1,946,243    $ 23,569    $ 369    $ 23,862
                                               =====    ==========    ========    =====    ========
</TABLE>

                           The accompanying notes are an integral
                                  part of these statements.


<PAGE>


                                                                   Page 13 of 28


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


                                                For the Years Ended December 31,
                                                    1996      1995      1994
                                                    ----      ----      ----
Operating Activities:
   Net income                                      $ 2,158  $    340  $  2,610
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                  3,023     6,780     6,563
       Amortization of acquisition fees                372       502       687
       Loss (gain) on sale of equipment               (197)      278       (16)
       Equity in earnings from joint ventures,
         net                                          (324)     (429)     (295)
       Gain on sale of securities                     (390)     --        --
       Provision for early termination,
         financing leases                              281       303       369
       Provision for (recovery of) losses on
         notes receivable                               69      (254)       10
       Provision for losses on accounts receivable    --          28        65
       Decrease (increase) in accounts receivable      185       (84)       70
       Increase (decrease) in accounts payable and
         accrued expenses                              124      (208)     (347)
       Decrease in other assets                        107        66       106
                                                   -------  --------  --------

   Net cash provided by operating activities         5,408     7,322     9,822
                                                   -------  --------  --------

Investing Activities:
   Principal payments, financing leases              7,496     6,909     6,183
   Principal payments, notes receivable                761     1,311       968
   Proceeds from sale of equipment                   1,255     1,075     1,223
   Proceeds from sale of securities                    403      --        --
   Distributions from joint ventures                   436       527     6,974
   Purchase of equipment                              --          (2)     (521)
   Investment in financing leases                   (4,421)   (4,860)   (9,079)
   Investment in notes receivable                   (2,676)     (892)     (721)
   Investment in joint ventures                        (46)     --        (290)
   Investment in securities                            (13)     --        --
   Payment of acquisition fees                        (255)     (199)     (359)
                                                   -------  --------  --------

   Net cash provided by investing activities         2,940     3,869     4,378
                                                   -------  --------  --------

Financing Activities:
   Payments of principal, notes payable             (3,594)   (7,649)   (6,603)
   Redemptions of capital                             (681)     (309)     (210)
   Syndication costs                                  --        --         (79)
   Distributions to partners                        (4,064)   (4,157)   (4,198)
                                                   -------  --------  --------

   Net cash used by financing activities            (8,339)  (12,115)  (11,090)
                                                   -------  --------  --------

Increase (decrease) in cash and cash equivalents         9      (924)    3,110

Cash and cash equivalents, beginning of period       3,131     4,055       945
                                                   -------  --------  --------

Cash and cash equivalents, end of period           $ 3,140  $  3,131  $  4,055
                                                    =======  ========  ========

Supplemental Cash Flow Information:
   Cash paid for interest expense                  $   130  $    567  $    921

                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                   Page 14 of 28


                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                         NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996

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 is subordinated in any calendar  quarter until the Limited Partners
receive 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.
















<PAGE>
                                                                   Page 15 of 28


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

                                      1996       1995       1994
                                      ----       ----       ----
                                        (Amounts in Thousands)
               Management fees        $486     $  562     $  616
               Acquisition fees        213        173        310
               Cash distributions      123        125        126
                                      ----     ------     ------

                                      $822     $  860     $1,052
                                      ====     ======     ======


Note 2.       Summary of Significant Accounting Policies.

       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.

         The  Partnership's  policy  is to  review  periodically  the  remaining
expected  economic  life of its  rental  equipment  in  order to  determine  the
probability of recovering its  undepreciated  cost. Such reviews address,  among
other  things,  recent  and  anticipated  technological  developments  affecting
computer  equipment and  competitive  factors  within the computer  marketplace.
Although  remarketing  rental  rates are  expected to decline in the future with
respect to some of the Partnership's rental equipment, such rentals are expected
to exceed  projected  expenses,  including  depreciation.  Where  reviews of the
equipment  portfolio  indicate that rentals plus anticipated sales proceeds will
not  exceed  expenses  in  any  future  period,  the  Partnership   revises  its
depreciation policy and will provide additional depreciation as appropriate.  As
a  result  of  such  periodic  reviews,   the  Partnership  provided  additional
depreciation expense of $758,000,  $2,147,000 and $114,000 ($.39, $1.07 and $.06
per limited  partnership  unit) for the years ended December 31, 1996,  1995 and
1994, respectively.

         Rental  income  for the  year is  determined  on the  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.

         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.

         Investment  in  Available-for-Sale   Securities.  The  Partnership  has
investments  in  stock  warrants  in  public  companies.   The  Partnership  has
classified its investments in stock warrants as available-for-sale in accordance
with FASB  Statement No. 115,  "Accounting  for Certain  Investments in Debt and
Equity  Securities."  Available-for-  sale  securities  are stated at their fair
market value, with unrealized gains and losses reported as a separate  component
of partners' capital. The stock warrants held by the Partnership were granted by
certain lessees or borrowers as additional compensation for leasing or financing
equipment.  At the date of grant,  such warrants were determined to have no fair
market value and were recorded at their historical cost of $0.

         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.  Generally,  notes receivable are classified
as impaired and the accrual of interest on such notes is  discontinued  when the
contractual  payment of  principal  or  interest  has become 90 days past due or
management has serious doubts about further  collectibility  of the  contractual
payments,  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 to

<PAGE>


                                                                   Page 16 of 28

impaired  status  will  generally  be  applied  towards  the  reduction  of  the
outstanding  note  receivable  balance,  which may  include  previously  accrued
interest as well as principal.  Once the principal and accrued  interest balance
has been reduced

to zero, the remaining  payments will be applied to interest income.  Generally,
notes  receivable  are restored to accrual status when the obligation is brought
current, has performed in accordance with the contractual terms for a reasonable
period  of  time  and  the  ultimate  collectibility  of the  total  contractual
principal and interest is no longer in doubt.

         Allowance for Losses.  An allowance for losses is  established  through
provisions for losses charged  against  income.  Notes  receivable  deemed to be
uncollectible  are charged  against the  allowance  for losses,  and  subsequent
recoveries, if any, are credited to the allowance.

         Reclassification.  Certain 1995 and 1994 amounts have been reclassified
to conform to the 1996 presentation.

         Non-Cash  Investing  Activities.  During the quarter ended December 31,
1996, the Partnership acquired 5,143 shares of common stock valued at $90,000 as
a result of an exercise of a stock warrant option.

         During the year  ended  December  31,  1996 and 1995,  the  Partnership
recorded an  unrealized  loss on  available-for-sale  securities  which has been
included in Other Assets, of $119,000 and a gain of $488,000, respectively.

         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.  The  Partnership
places its cash deposits in temporary cash investments with credit worthy,  high
quality  financial  institutions.  The  concentration  of such cash deposits and
temporary  cash  investments  is not deemed to create a significant  risk to the
Partnership.

         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.

         Use of Estimates. The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  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.

Note 3.       Accounts Receivable.

         Accounts receivable consist of the following at December 31:

                                                           1996       1995
                                                           ----       ----
                                                       (Amounts in Thousands)

    Lease payments                                         $ 256     $ 413
    Property taxes                                            66       137
    Interest                                                  16      --
    Other                                                      2        16
                                                           -----     -----
                                                             340       566

    Less: allowance for losses on accounts receivable       (153)     (194)
                                                           -----     -----

      Total                                                $ 187     $ 372
                                                           =====     =====




<PAGE>


                                                                   Page 17 of 28


Note 4.    Notes Receivable:

         Notes receivable consist of the following at December 31:

                                                             1996       1995
                                                             ----       ----
                                                          (Amounts in Thousands)
    Notes receivable from emerging growth
      companies, with stated interest
      ranging from 10% to 22% per annum,
      receivable in installments ranging
      from 36 to 49 months, collateralized
      by a security interest in the
      equipment financed                                   $ 1,913   $ 1,011

    Notes receivable from other  businesses,
      with stated interest  ranging from
      13% to 16% per annum, receivable in
      installments ranging from 48 to 85
      months, collateralized by the
      equipment financed                                     1,544       531
                                                           -------   -------

                                                             3,457     1,542

    Less:  allowance for losses on notes receivable           (124)      (55)
                                                           -------   -------

            Total                                          $ 3,333   $ 1,487
                                                           =======   =======

         The Partnership received a settlement on a note receivable from a cable
television  system  operator  during the year ended December 31, 1995. This note
receivable was impaired. The Partnership received $1,269,000 as a settlement for
this note receivable of which $800,000 was applied towards the outstanding  note
receivable  balance and the remaining  $469,000 applied towards interest income.
There was an allowance for losses on notes  receivable of $284,000 for this note
receivable.  Because the settlement  exceeded the net carrying value of the note
receivable, this allowance was reversed and recognized as income in 1995.

         At December 31, 1996 and 1995,  there were no recorded  investments  in
notes that were considered to be impaired.  The average  recorded  investment in
impaired  loans  during the year ended  December  31,  1996 and 1995 were $0 and
$684,000,  respectively.  The Partnership recognized $470,000 in interest income
from impaired notes during the year ended December 31, 1995.

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

                                                            1996      1995
                                                            ----      ----
                                                        (Amounts in Thousands)

    Beginning balance                                      $  55     $ 309
         Provision for (recovery of) losses                   69      (254)
         Write downs                                        --        --
                                                           -----     -----
    Ending balance                                         $ 124     $  55
                                                           =====     =====


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 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.

<PAGE>


                                                                   Page 18 of 28

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

                                                             1996      1995
                                                             ----      ----
                                                         (Amounts in Thousands)

    Minimum lease payments to be received                  $ 18,946  $ 24,794

    Less:  unearned income                                   (3,288)   (4,642)
             allowance for early termination                   (519)     (238)
                                                           --------  --------

    Net investment in financing leases                     $ 15,139  $ 19,914
                                                           ========  ========

         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)

    1997 ...............................................   $   947   $ 8,539
    1998 ...............................................       559     6,044
    1999 ...............................................       138     2,809
    2000 ...............................................        11     1,024
    2001 ...............................................        10       476
    Thereafter..........................................      --          54
                                                           -------   -------

    Total                                                  $ 1,665   $18,946
                                                           =======   =======

         The net book value of equipment held for lease at December 31, 1996 and
1995 amounted to $278,000 and $714,000, respectively.


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 "Joint  Venture")  in exchange for a
32.48% equity interest in the Joint Venture.  The interest received in the Joint
Venture  was  accounted  for  at  the  historical   cost  basis  of  the  Assets
transferred.  The Partnership has accounted for its net investment in this Joint
Venture using the equity method of  accounting.  The 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 Joint
Venture and the trust has been  accounted for as a financing.  The 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 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 are
being distributed back to the partnerships who contributed to the Joint Venture.
On August 5, 1994, the 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 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 Joint Venture is Phoenix Leasing  Incorporated.  The
manager is responsible  for the daily  management of the operations of the 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.

         The Equipment  Joint Venture owned by the  Partnership,  along with its
percentage of ownership is as follows:




<PAGE>


                                                                   Page 19 of 28


                                                                  Weighted
         Joint Venture                                      Percentage Interest
         -------------                                      -------------------

         Phoenix Acceptance Limited Liability Company               32.48%

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

<CAPTION>
                           Net Investment                                                   Net Investment
                            at Beginning                        Equity in                       at End
Date                         of Period        Contributions      Earnings    Distributions     of Period
----                         ---------        -------------      --------    -------------     ---------
                                                           (Amounts in Thousands)
<S>                          <C>                <C>                <C>           <C>             <C>
Year Ended
  December 31, 1994          $    --            $   7,936          $295          $6,974          $1,257
                             =========          =========          ====          ======          ======

Year Ended
 December 31, 1995           $   1,257          $    --            $385          $  463          $1,179
                             =========          =========          ====          ======          ======

Year Ended
  December 31, 1996          $   1,179          $      46          $285          $  350          $1,160
                             =========          =========          ====          ======          ======
</TABLE>

         The aggregate  financial  information of the Equipment Joint Venture as
of December 31 and for the years then ended is presented as follows:

                                  BALANCE SHEET

                                     ASSETS

                                                              December 31,
                                                             1996      1995
                                                             ----      ----
                                                         (Amounts in Thousands)

    Cash and cash equivalents                              $   490   $ 1,384
    Accounts receivable                                         59        14
    Equipment on operating lease                               155       347
    Investment in finance leases                             2,930     8,816
    Other assets                                               368     1,018
                                                           -------   -------

         Total Assets                                      $ 4,002   $11,579
                                                           =======   =======

                       LIABILITIES AND PARTNERS' CAPITAL

    Accounts payable                                       $   382   $   761
    Lease backed certificates                                 --       7,150
    Partners' capital                                        3,620     3,668
                                                           -------   -------

         Total Liabilities and Partners' Capital           $ 4,002   $11,579
                                                           =======   =======

                             STATEMENT OF OPERATIONS

                                     INCOME

                                               For the Years Ended
                                                   December 31,
                                            1996       1995       1994
                                            ----       ----       ----
                                             (Amounts in Thousands)

    Earned income, financing leases              $  855    $1,924    $1,515
    Rental income                                   536       196      --
    Gain on sale of equipment                       453       465        26
    Other income                                    181       361       239
                                                 ------    ------    ------

         Total Income                             2,025     2,946     1,780
                                                 ------    ------    ------
<PAGE>

                                                                   Page 20 of 28

                                    EXPENSES

    Depreciation                                    261       104         4
    Management fee to the General Partner           284       283       192
    Interest expense                                221       924       633
    Other expenses                                  383       450        43
                                                 ------    ------    ------

         Total Expenses                           1,149     1,761       872
                                                 ------    ------    ------

         Net Income                              $  876    $1,185    $  908
                                                 ======    ======    ======

         As of December 31, 1996 and 1995 the Partnership's pro rata interest in
the Equipment Joint  Venture's net book value of off-lease  equipment was $2,000
and $8,000, respectively.

         The General  Partner earns a management fee of 3% of the  Partnership's
respective  interest in gross revenues of the Joint Venture. A management fee of
$743,000  based on cash  distributed  to the  venturers  was paid to the General
Partner  in 1994.  Such fees have been  capitalized  and fully  amortized.  Cash
proceeds  subject to a management fee at the joint venture level are not subject
to management fees at the Partnership level.

Financing Joint Venture.

         The  Partnership  owns an interest in a Financing  Joint Venture.  This
investment  is accounted for using the equity  method of  accounting.  The other
partners  of the  venture  are  entities  organized  and  managed by the General
Partner.

         The  following  information  summarizes  the  Partnership's  respective
interest in the Financing Joint Venture.

                                                    Weighted
               Joint Venture                   Percentage Interest
               -------------                   -------------------

         Phoenix Joint Venture 1994-2                 25.00%

<TABLE>
         An analysis of the  Partnership's  investment  account in the Financing Joint Venture is as follows:

<CAPTION>
                           Net Investment                      Equity in                  Net Investment
                            at Beginning                        Earnings                      at End
Date                         of Period      Contributions       (Losses)   Distributions     of Period
----                         ---------      -------------       --------   -------------     ---------
                                                         (Amounts in Thousands)
<S>                          <C>               <C>              <C>            <C>            <C>
Year Ended
  December 31, 1994          $   --            $   290          $-             $-             $290
                             ========          =======          =====          =====          ====

Year Ended
 December 31, 1995           $    290          $  --            $  44          $  64          $270
                             ========          =======          =====          =====          ====

Year Ended
  December 31, 1996          $    270          $  --            $  39          $  86          $223
                             --------          =======          =====          =====          ====
</TABLE>

         The aggregate  financial  information of the Financing Joint Venture as
of December 31 and for the years then ended is presented as follows:

                                  BALANCE SHEET

                                     ASSETS

                                                              December 31,
                                                            1996       1995
                                                            ----       ----
                                                         (Amounts in Thousands)

    Cash and cash equivalents                              $  155    $  271
    Note receivable, net                                      823       977
    Accounts receivable                                        14        11
    Other assets                                               31        37
                                                           ------    ------

         Total Assets                                      $1,023    $1,296
                                                           ======    ======

<PAGE>


                                                                   Page 21 of 28


                        LIABILITIES AND PARTNERS' CAPITAL

     Accounts payable                                      $  130    $  215
     Partners' capital                                        893     1,081
                                                           ------    ------

          Total Liabilities and Partners' Capital          $1,023    $1,296
                                                           ======    ======


                             STATEMENT OF OPERATIONS

                                     INCOME

                                            For the Years Ended
                                                December 31,
                                           1996     1995    1994
                                           ----     ----    ----
                                          (Amounts in Thousands)

    Interest income                              $158      $187      $  2
    Other income                                    4         2       --
                                                 ----      ----      ----

         Total Income                             162       189      $  2
                                                 ----      ----      ----



                                    EXPENSES



    Management fees to the General Partner       $  6      $  7       $--
    Other expenses                                --          6         1
                                                 ----      ----      ----

         Total Expenses                             6        13         1
                                                 ----      ----      ----

         Net Income                              $156      $176      $  1
                                                 ====      ====      ====

         The General  Partner earns a management fee of 3% of the  Partnership's
respective  interest in gross receipts of the Financing Joint Venture.  Revenues
subject  to a  management  fee at the joint  venture  level are not  subject  to
management fees at the Partnership level.


Note 7.       Accounts Payable and Accrued Expenses.

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

                                                            1996      1995
                                                            ----      ----
                                                        (Amounts in Thousands)

    Equipment Lease Operations                             $  826    $  585
    General Partner and Affiliates                             82       110
    Security Deposits                                         177       261
    Other                                                      41        89
                                                           ------    ------

         Total                                             $1,126    $1,045
                                                           ======    ======


Note 8.       Notes Payable.

         Notes payable consist of the following at December 31:

                                                           1996        1995
                                                           ----        ----
                                                        (Amounts in Thousands)
    Notes payable to banks, collateralized by
      leased equipment with variable rates of
      interest tied to the bank's  reference
      rate or Euro Dollar rate, with payment
      terms ranging from 40 to 48 months                   $--       $3,594
                                                           =====     ======

<PAGE>


                                                                   Page 22 of 28


Note 9.       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:

                     Reported Amounts          Tax Basis         Net Difference
                     ----------------          ---------         --------------
                                        (Amounts in Thousands)
1996
----

    Assets                $24,988               $24,278            $   710
    Liabilities             1,126                   901                225

1995
----

    Assets                $31,207               $31,728            $  (521)
    Liabilities             4,639                 4,076                563


Note 10.      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 11.      Net Income (Loss) and Distributions per Limited Partnership Unit.

         Net income and distributions per limited partnership unit were based on
the Limited  Partner's share of net income and  distributions,  and the weighted
average number of units  outstanding  of 1,968,615,  2,014,723 and 2,035,084 for
the years ended December 31, 1996, 1995 and 1994, 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.


Note 12.      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
$370,000,  $434,000 and $380,000 for the years ended December 31, 1996, 1995 and
1994, respectively. The equipment storage, remarketing and data processing costs
reimbursed to the General Partner during the years ended December 31, 1996, 1995
and 1994 were $200,000, $251,000 and $105,000, respectively.

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


Note 13.      Fair Value of Financial Instruments.

         The following  methods and  assumptions  were used to estimate the fair
value of each class of financial  instrument which it is practicable to estimate
that value.


<PAGE>


                                                                   Page 23 of 28


Cash and Cash Equivalents
The carrying amount of cash and cash equivalents approximates fair value because
of the short maturity of these instruments.

Notes Receivable
The fair value of notes  receivable  is  estimated by  discounting  the expected
future cash flows using the current  rates at which  similar loans would be made
to borrowers with similar credit ratings.

Securities, Available-for-Sale
The fair values of  investments  in available for sale  securities are estimated
based on quoted market prices.

Notes Payable
The  carrying   amount  of  the   Partnership's   variable  rate  notes  payable
approximates fair value.

The estimated  fair values of the  Partnership's  financial  instruments  are as
follows at December 31:

                                                         Carrying
                                                          Amount    Fair Value
                                                          ------    ----------
1996                                                     (Amounts in Thousands)
----
    Assets
         Cash and cash equivalents                         $3,140    $3,140
         Securities, available-for-sale                       369       369
         Notes receivable                                   3,333     3,505

1995
----
    Assets
         Cash and cash equivalents                         $3,131    $3,131
         Securities, available-for-sale                       488       488
         Notes receivable                                   1,487     1,520
    Liabilities
         Notes payable                                      3,594     3,594


Note 14.      Subsequent Events.

         In January 1997, cash  distributions  of $30,000 and $499,000 were made
to the General and Limited Partners, respectively.




<PAGE>


                                                                   Page 24 of 28


Item 9.       Disagreements on Accounting and Financial Disclosure Matters.

         None.


                                    PART III

Item 10.      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 59, 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.

         PARITOSH K. CHOKSI,  age 43, is Senior Vice President,  Chief Financial
Officer,  Treasurer  and a Director of PLAII.  He has been  associated  with PLI
since 1977. Mr. Choksi oversees the finance,  accounting,  information  services
and systems  development  departments of the General  Partner and its Affiliates
and  oversees  the  structuring,  planning and  monitoring  of the  partnerships
sponsored by the General Partner and its Affiliates.  Mr. Choksi  graduated from
the Indian Institute of Technology,  Bombay, India with a degree in Engineering.
He holds an M.B.A. degree from the University of California, Berkeley.

         GARY W.  MARTINEZ,  age 46, 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.

         BRYANT J. TONG, age 42, is Senior Vice President,  Financial Operations
of PLAII.  He has been with PLI since 1982. Mr. Tong is responsible for investor
services and overall company  financial  operations.  He is also responsible for
the technical and  administrative  operations of the cash management,  corporate
accounting,  partnership accounting,  accounting systems,  internal controls and
tax  departments,  in addition to Securities  and Exchange  Commission and other
regulatory  agency  reporting.  Prior to his association  with PLI, Mr. Tong was
Controller-Partnership  Accounting with the Robert A. McNeil Corporation for two
years and was an auditor with Ernst & Whinney  (succeeded by Ernst & Young) from
1977 through 1980.  Mr. Tong holds a B.S. in Accounting  from the  University of
California, Berkeley, and is a Certified Public Accountant.

         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 partnerships:




<PAGE>


                                                                   Page 25 of 28


              Phoenix Leasing American  Business Fund, L.P.
              Phoenix Income Fund, L.P.
              Phoenix High Tech/High Yield Fund
              Phoenix Leasing Cash Distribution Fund IV
              Phoenix Leasing Cash Distribution Fund III
              Phoenix Leasing Cash Distribution Fund II
              Phoenix Leasing Income Fund VII
              Phoenix Leasing Income Fund VI
              Phoenix Leasing Growth Fund 1982 and
              Phoenix Leasing Income Fund 1977


Item 11.      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>
<CAPTION>
         (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>
Phoenix Leasing
  Associates II L.P.         General Partner               $699(1)                        $0                   $0
                                                            ===                            =                    =
</TABLE>
(1)  consists of management and acquisition fees.


Item 12.      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.

         (b)  The General  Partner or its affiliates of the Registrant  owns the
              equity  securities  of the  Registrant  set forth in the following
              table:
<TABLE>
<CAPTION>
               (1)                                        (2)                                           (3)
         Title of Class                         Amount Beneficially Owned                          Percent of Class
         --------------                         -------------------------                          ----------------
     <S>                              <C>                                                                <C>
     General Partner Interest         Represents a 3% interest in the Registrant's profits               100%
                                      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         1,550 units                                                         -
</TABLE>


<PAGE>


                                                                   Page 26 of 28





Item 13.      Certain Relationships and Related Transactions.

         None.

                                     PART IV

Item 14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

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

              Balance Sheets as of December 31, 1996 and 1995             10
              Statements of Operations for the Years Ended 
                December 31, 1996, 1995 and 1994                          11
              Statements of Partners' Capital for the Years
                Ended December 31, 1996, 1995 and 1994                    12
              Statements of Cash Flows for the Years Ended
                December 31, 1996, 1995 and 1994                          13
              Notes to Financial Statements                            14-23

         2.   Financial Statement Schedule:

              Schedule II - Valuation and Qualifying Accounts
              and Reserves                                                28

         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,
1996.

(c)      Exhibits

         21.  Additional Exhibits:

              a)  Balance Sheet of Phoenix Leasing
                  Associates II L.P.                                  E21 1-3

                  Balance Sheet of Phoenix Leasing
                  Associates II, Inc.                                 E21 4-7

         27.  Financial Data Schedule


<PAGE>

                                                                   Page 27 of 28


                                   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 25, 1997                      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                  March 25, 1997
----------------------- of Phoenix Leasing Associates II, Inc.    --------------
(Gus Constantin)                               

/S/  PARITOSH K. CHOKSI Chief Financial Officer,                  March 25, 1997
----------------------- Senior Vice President,                    --------------
(Paritosh K. Choksi)    Treasurer and a Director of
                        Phoenix Leasing Associates II, Inc.


/S/  BRYANT J. TONG     Senior Vice President,
----------------------- Financial Operations of                   March 25, 1997
(Bryant J. Tong)        (Principal Accounting Officer)            --------------
                        Phoenix Leasing Associates II, Inc.


/S/  GARY W. MARTINEZ   Senior Vice President and a Director of   March 25, 1997
----------------------- Phoenix Leasing Associates II, Inc.       --------------
(Gary W. Martinez)                             

/S/  MICHAEL K. ULYATT  Partnership Controller                    March 25, 1997
----------------------- of Phoenix Leasing Incorporated           --------------
(Michael K. Ulyatt)     (Parent Company)


<PAGE>

<TABLE> 
                                                                                                   Page 28 of 28


                             PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                                               SCHEDULE II
                                         (Amounts in Thousands)


SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


<CAPTION>
              COLUMN A                     COLUMN B        COLUMN C       COLUMN D      COLUMN E      COLUMN F
           Classification                 Balance at      Charged to     Charged to    Deductions    Balance at
                                         Beginning of       Expense        Revenue                  End of Period
                                            Period
           --------------                ------------     -----------    ----------    ----------    ------------

<S>                                          <C>             <C>           <C>           <C>           <C>
Year ended December 31, 1994
   Allowance for losses on accounts
     receivable                              $  110          $ 65          $  0          $  4          $  171
   Allowance for early termination
     of financing leases                        238           369             0            44             563
   Allowance for losses on notes
     receivable                                 299            10             0             0             309
                                             ------          ----          ----          ----          ------

     Totals                                  $  647          $444          $  0          $ 48          $1,043
                                             ======          ====          ====          ====          ======


Year ended December 31, 1995
   Allowance for losses on accounts
     receivable                              $  171          $ 28          $  0          $  5          $  194
   Allowance for early termination
     of financing leases                        563           303             0           628             238
   Allowance for losses on notes
     receivable                                 309             0           254             0              55
                                             ------          ----          ----          ----          ------

     Totals                                  $1,043          $331          $254          $633          $  487
                                             ======          ====          ====          ====          ======


Year ended December 31, 1996
   Allowance for losses on accounts
     receivable                              $  194          $  0          $  0          $ 41          $  153
   Allowance for early termination
     of financing leases                        238           281             0             0             519
   Allowance for losses on notes
     receivable                                  55            69             0             0             124
                                             ------          ----          ----          ----          ------

     Totals                                  $  487          $350          $  0          $ 41          $  796
                                             ======          ====          ====          ====          ======
</TABLE>