UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

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

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 1998      Commission File Number 0-20133


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

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

2401 Kerner Boulevard, San Rafael, California                 94901-5527
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

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

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

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

The Registrant's revenue for its most recent fiscal year was $5,353,000.

As of December 31, 1998,  1,902,708 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, 1998.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format:

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


                                  Page 1 of 26

<PAGE>


                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                         1998 FORM 10-KSB ANNUAL REPORT


                                TABLE OF CONTENTS


                                                                            Page

                                     PART I

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


                                     PART II

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


                                    PART III

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


                                     PART IV

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


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



                                       2
<PAGE>
                                     PART I
Item 1.       Business.
              --------

General Development of Business.

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

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

         From the initial  formation  of the  Partnership  through  December 31,
1998, the total investments in equipment  leases,  investments in joint ventures
and financing transactions (loans) approximate $105,293,340. The average initial
firm term of  contractual  payments  from  equipment  subject to lease was 46.80
months,  and the average initial net monthly payment rate as a percentage of the
original  purchase price was 2.97%. The average initial firm term of contractual
payments from loans was 52.22 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,
1998,  approximately  99% of the  leased  assets  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.

         Operating  leases  represent  a  greater  risk  along  with  a  greater
potential  return  to the  Partnership  than do  Financing  leases.  In order to
recover its investment in equipment  leased pursuant to an Operating  lease, the
Partnership  will,  upon  termination  of such  lease,  either  have to obtain a
renewal from the original lessee,  find a new lessee or sell the equipment.  The
terms for Operating  leases are for a shorter  duration than  Financing  leases.
Consequently, the revenues derived from the initial term of Operating leases are
generally  greater  than  those  of  Financing  leases.  Due  to  technological,
competitive,  market and economic  factors,  it is anticipated  that renewals or
remarkets  of leases  will be at a lower  rental  rate than that of the  initial
lease terms.
                                       3
<PAGE>


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

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

Other.

         A brief  description of the type of assets in which the Partnership has
invested  through December 31, 1998,  together with  information  concerning the
uses of assets is set forth in Item 2.

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

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

         As of  December  31,  1998,  the  Partnership  owns  equipment  and has
outstanding  loans to borrowers with an aggregate  original cost of $38,716,000.
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,
1998.

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

Furniture and Fixtures                             $ 8,062              21%
Capital Equipment Leased to Emerging Growth
  Companies                                          7,015              18
Computer Peripherals                                 4,420              11
Financing of Emerging Growth Companies               5,637              14
Financing of Other Businesses                        8,171              21
Small Computer Systems                               3,319               9
Telecommunications                                   1,076               3
Miscellaneous                                        1,016               3
                                                   -------             ---

 TOTAL                                             $38,716             100%
                                                   =======             ===

(1)  These  amounts  include the  Partnership's  pro rata  interest in equipment
     joint ventures of $1,537,000, financing joint ventures of $290,000, cost of
     equipment  on  financing   leases  of  $15,122,000  and  original  cost  of
     outstanding loans of $13,518,000 at December 31, 1998.

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.



                                       4
<PAGE>



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

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


                                     PART II

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

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

     (b) Approximate number of equity security investments:

                                                   Number of Unit Holders
                     Title of Class                as of December 31, 1998
              ----------------------------         -----------------------

              Limited Partners                               2,291
              General Partner                                    1



                                       5
<PAGE>
Item 6.  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 $3,234,000 and $3,917,000 during the years ended December
31, 1998 and 1997,  respectively.  The decrease in net income for the year ended
December 31, 1998,  compared to 1997, is  attributable  to a decrease in gain on
sale of securities.

         Total revenues  decreased by $1,274,000 for the year ended December 31,
1998,  compared to the prior year. The decrease in total revenues in 1998 is due
primarily to decreases in gain on sale of  securities  as well as earned  income
from financing  leases.  These increases were partially offset by an increase in
interest income from notes receivable.

         The Partnership reported a gain on sale of securities of $1,000 for the
year ended  December 31, 1998,  compared to $1,255,000 in 1997.  The  securities
sold for both 1998 and 1997  consisted  of common  stock  received  through  the
exercise  of stock  warrants  granted to the  Partnership  as part of  financing
agreements  with  emerging  growth  companies  that  are  publicly  traded.  The
Partnership  received  proceeds of $1,000 and $1,255,000  from the sale of these
securities  during the year ended December 31, 1998 and 1997,  respectively.  In
addition,  at December 31, 1998, the Partnership  owns shares of stock and stock
warrants  in  emerging  growth  companies  that  are  publicly  traded  with  an
unrealized  gain of  approximately  $123,000  compared to $4,000 at December 31,
1997.  These stock  warrants  contain  certain  restrictions,  but are generally
exercisable within one year.

         The decrease in earned income from financing leases of $498,000 for the
year ended  December  31,  1998,  compared to the prior  year,  is a result of a
decline in the  Partnership's  investment in financing  leases.  At December 31,
1998, the Partnership had a net investment in financing  leases of $7.7 million,
compared  to $11 million at December  31,  1997.  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
transactions over the life of the Partnership. During 1998, the Partnership made
new  investments in financing  leases of $3.7 million,  compared to $3.8 million
during 1997.

         The above decreases in revenue were partially offset by the increase in
interest  income from notes  receivable of $561,000 for the year ended  December
31, 1998,  compared to 1997,  which is attributable  to new investments  made in
notes  receivable  during 1997 and 1998. The Partnership made new investments in
notes  receivable of $5.4 million and $5.2 million for the years ended  December
31, 1998 and 1997, respectively.

         Total  expenses  decreased by $591,000 for the year ended  December 31,
1998,  compared to the prior year.  The decrease in the various  items making up
total  expenses  is  primarily  attributable  to a  reduction  in the  amount of
equipment owned by the Partnership.

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

Liquidity and Capital Resources

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

         The Partnership  reported net cash generated by operating activities of
$3,857,000  for the year ended  December  31,  1998,  as compared to  $3,238,000
during  1997.  The  increase  in net cash  generated  by  operating  activities,
compared to the previous  year was  attributable  to the receipt of  outstanding
lease  receivables as well as an increase in the amount of lessee deposits being
held by the Partnership.

         The net cash generated by investing  activities was $102,000 during the
year ended  December  31,  1998,  compared to  $2,930,000  during the year ended

                                       6
<PAGE>
December  31,  1997.  This  decrease  during the year ended  December  31, 1998,
compared to 1997 is  primarily  due to the decline in proceeds  from the sale of
securities and a decline in  distributions  from joint  ventures.  As previously
discussed,  the  Partnership  exercised and sold stock warrants  during the year
ended December 31, 1998 and 1997. As a result, the Partnership received proceeds
from the sale of these  securities of $1,000 and  $1,255,000  for the year ended
December 31, 1998 and 1997, respectively.

         Distributions  from joint ventures for the year ended December 31, 1998
were $479,000  compared to $1,402,000  for 1997.  The decrease in  distributions
from joint ventures for the year ended December 31, 1998,  compared to the prior
year,  is  attributable  to a  decline  in the  amount  of  cash  available  for
distributions  from one  equipment  joint  venture as a result of a decrease  in
rental income and proceeds from sale of equipment.

         As of December 31, 1998, the Partnership owned equipment being held for
lease with an  original  cost of  $3,976,000  and a net book  value of  $51,000,
compared to $4,347,000  and $233,000,  respectively,  at December 31, 1997.  The
General  Partner  is  actively  engaged,  on  behalf  of  the  Partnership,   in
remarketing and selling the Partnership's equipment as it becomes available.

         The  Partnership  received  proceeds  from  the  sale of  equipment  of
$514,000 for the year ended  December  31, 1998,  compared to $337,000 for 1997.
The increase in proceeds for the year ended December 31, 1998, compared to 1997,
is a result of  increased  sales  activity  during 1998  compared  to 1997.  The
Partnership  sold  equipment  with an aggregate  original  cost of $15.7 million
during 1998, compared to $9.2 million during 1997.

         The cash  distributed  to partners for the year ended December 31, 1998
was  $3,953,000,  as compared to $3,996,000  during the year ended  December 31,
1997. 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  $3,834,000 and
$3,876,000 in  distributions  during the year ended  December 31, 1998 and 1997,
respectively.   The  cumulative  distributions  to  the  Limited  Partners  were
$24,060,000 and $20,225,000 as of December 31, 1998 and 1997, respectively.  The
General Partner  received  $119,000 and $120,000 in cash  distributions  for the
year ended December 31, 1998 and 1997, respectively. The Partnership anticipates
making distributions to partners during 1999 at a higher rate than in 1998.

         As  stated in the  Partnership's  prospectus,  redemptions  were at the
discretion  of the  General  Partner.  It has become  necessary  to  discontinue
redemptions  to  assure  that  the  Partnership  does  not  have to  change  its
distribution  schedules due to unexpected redemptions and also to assure that it
is able to reinvest lease proceeds to maximize  returns for those  investors who
continue in the Partnership.  No further  redemptions in the Partnership will be
permitted after July 31, 1998.

         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 .

Impact of the Year 2000 Issue

         The General Partner has appointed  ReSource/Phoenix,  Inc. an affiliate
of the General Partner, to manage its Year 2000 project.

         Resource/Phoenix  has a Year  2000  project  plan in  place  and a "Y2K
Project Team" has been appointed. If the Year 2000 project is not completed in a
timely  manner,  the  Year  2000  issue  could  have a  material  impact  on the
Partnership's  operations.  The Y2K Project Team,  however,  has  identified Y2K
risks and issues and the  remediation  procedures  which need to be implemented.
The Y2K Project Team has budgeted for the necessary  changes,  built contingency
plans, and has progressed along the scheduled timelines.

         Installation  of any  remediation  changes to software  and hardware is
planned to be completed by June 30, 1999.

                                       7
<PAGE>


         Costs incurred by the Partnership  will be expensed as incurred and are
not currently anticipated to be material to the Partnership's financial position
or results of operations.

         The  Partnership's  customers  consist of lessees  and  borrowers.  The
Partnership  does  not have  exposure  to any  individual  customer  that  would
materially impact the Partnership  should the customer  experience a significant
Year 2000 problem.


                                       8
<PAGE>





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

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

                          YEAR ENDED DECEMBER 31, 1998
                          ----------------------------


                                       9
<PAGE>




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


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

We  have  audited  the  accompanying  balance  sheet  of  Phoenix  Leasing  Cash
Distribution Fund V, L.P. (a California limited  partnership) as of December 31,
1998  and  the  related  statements  of  operations  and  comprehensive  income,
partners' capital and cash flows for the years ended December 31, 1998 and 1997.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  Phoenix  Leasing  Cash
Distribution  Fund V, L.P.  as of  December  31,  1998,  and the  results of its
operations and its cash flows for the years ended December 31, 1998 and 1997, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP


San Francisco, California,
  January 22, 1999


                                       10
<PAGE>

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

                                                               December 31, 1998
                                                               -----------------
ASSETS

Cash and cash equivalents                                           $  4,834

Accounts receivable (net of allowance for losses on accounts
   receivable of $176)                                                   178

Notes receivable (net of allowance for losses on notes receivable
   of $595)                                                            9,646

Equipment on operating leases and held for lease (net of
   accumulated depreciation of $5,419)                                    51

Net investment in financing leases (net of allowance for early
   terminations of $345)                                               7,654

Investment in joint ventures                                             122

Capitalized acquisition fees (net of accumulated amortization
   of $2,612)                                                            538

Other assets                                                             194
                                                                    --------

     Total Assets                                                   $ 23,217
                                                                    ========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

   Accounts payable and accrued expenses                            $    883
                                                                    --------

     Total Liabilities                                                   883
                                                                    --------

Partners' Capital:

   General Partner                                                        (7)

   Limited Partners, 5,000,000 units authorized, 2,045,838
     units issued and 1,902,708 units outstanding                     22,218

   Accumulated other comprehensive income                                123
                                                                    --------

     Total Partners' Capital                                          22,334
                                                                    --------

     Total Liabilities and Partners' Capital                        $ 23,217
                                                                    ========

        The accompanying notes are an integral part of these statements.


                                       11
<PAGE>



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

                                                For the Years Ended December 31,
                                                          1998     1997
                                                          ----     ----
INCOME

   Rental income                                        $ 1,890  $ 1,879
   Earned income, financing leases                        1,541    2,039
   Interest income, notes receivable                      1,332      771
   Equity in earnings from joint ventures, net              248      372
   Gain on sale of securities                                 1    1,255
   Other income                                             341      311
                                                        -------  -------

     Total Income                                         5,353    6,627
                                                        -------  -------

EXPENSES

   Depreciation                                             419      565
   Amortization of acquisition fees                         285      311
   Lease related operating expenses                          49       90
   Management fees to General Partner                       407      459
   Reimbursed administrative costs to General Partner       276      333
   Provision for losses on receivables                      368      609
   Legal expense                                            181      219
   General and administrative expenses                      134      124
                                                        -------  -------

     Total Expenses                                       2,119    2,710
                                                        -------  -------

NET INCOME                                                3,234    3,917

Other comprehensive income:
   Unrealized gains on securities:
     Unrealized holding gains arising during period         120      890
     Less:  reclassification adjustment for gains
       included in net income                                (1)  (1,255)
                                                        -------  -------

Other comprehensive income                                  119     (365)
                                                        -------  -------

COMPREHENSIVE INCOME                                    $ 3,353  $ 3,552
                                                        =======  =======


NET INCOME PER LIMITED PARTNERSHIP UNIT                 $  1.61  $  1.94
                                                        =======  =======

ALLOCATION OF NET INCOME:
   General Partner                                      $   150  $   158
   Limited Partners                                       3,084    3,759
                                                        -------  -------

                                                        $ 3,234  $ 3,917
                                                        =======  =======

        The accompanying notes are an integral part of these statements.


                                       12
<PAGE>
<TABLE>
                                PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                                       STATEMENTS OF PARTNERS' CAPITAL
                                (Amounts in Thousands Except for Unit Amounts)

<CAPTION>

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

Balance, December 31, 1996                    $      (76)   1,946,243   $   23,569   $      369   $   23,862

Net income                                           158         --          3,759         --          3,917

Distributions to partners ($2.00 per limited
   partnership unit)                                (120)        --         (3,876)        --         (3,996)

Redemptions of capital                              --        (20,768)        (225)        --           (225)

Other comprehensive income                          --           --           --           (365)        (365)
                                              ----------   ----------   ----------   ----------   ----------

Balance, December 31, 1997                           (38)   1,925,475       23,227            4       23,193

Net income                                           150         --          3,084         --          3,234

Distributions to partners ($2.00 per limited
   partnership unit)                                (119)        --         (3,834)        --         (3,953)

Redemptions of capital                              --        (22,767)        (259)        --           (259)

Other comprehensive income                          --           --           --            119          119
                                              ----------   ----------   ----------   ----------   ----------

Balance, December 31, 1998                    $       (7)   1,902,708   $   22,218   $      123   $   22,334
                                              ==========   ==========   ==========   ==========   ==========

<FN>
                       The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
                                       13
<PAGE>


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


                                                For the Years Ended December 31,
                                                         1998      1997
                                                         ----      ----
Operating Activities:
   Net income                                          $ 3,234   $ 3,917
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                        419       565
       Amortization of acquisition fees                    285       311
       Gain on sale of equipment                          (274)     (124)
       Equity in earnings from joint ventures, net        (248)     (372)
       Gain on sale of securities                           (1)   (1,255)
       Provision for early termination, financing
         leases                                            141       184
       Provision for losses on notes receivable            227       308
       Provision for losses on accounts receivable        --         117
       Decrease (increase) in accounts receivable           86      (194)
       Increase (decrease) in accounts payable and
         accrued expenses                                   21      (308)
       Increase (decrease) in other assets                 (33)       89
                                                       -------   -------

   Net cash provided by operating activities             3,857     3,238
                                                       -------   -------

Investing Activities:
   Principal payments, financing leases                  6,460     7,403
   Principal payments, notes receivable                  2,081     1,733
   Proceeds from sale of equipment                         514       337
   Proceeds from sale of securities                          1     1,255
   Distributions from joint ventures                       479     1,402
   Investment in financing leases                       (3,698)   (3,774)
   Investment in notes receivable                       (5,440)   (5,222)
   Payment of acquisition fees                            (295)     (204)
                                                       -------   -------

   Net cash provided by investing activities               102     2,930
                                                       -------   -------

Financing Activities:
   Redemptions of capital                                 (259)     (225)
   Distributions to partners                            (3,953)   (3,996)
                                                       -------   -------

   Net cash used in financing activities                (4,212)   (4,221)
                                                       -------   -------

Increase (decrease) in cash and cash equivalents          (253)    1,947

Cash and cash equivalents, beginning of period           5,087     3,140
                                                       -------   -------

Cash and cash equivalents, end of period               $ 4,834   $ 5,087
                                                       =======   =======


        The accompanying notes are an integral part of these statements.


                                       14
<PAGE>
                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998

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
December  31,  1998,  the  General  Partner's  interest  in Cash  Available  for
Distribution was subordinated in any calendar quarter until the Limited Partners
received quarterly  distributions equal to 2.50% of their capital  contributions
(i.e., 10% per annum), prorated for any partial period.

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

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

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

         A schedule of compensation  due and  distributions  made to the General
Partner for the years ended December 31, follows:
                                                       1998        1997
                                                       ----        ----
                                                    (Amounts in Thousands)
         Management fees                               $407        $459
         Acquisition fees                               274         270
         Cash distributions                             119         120
                                                       ----        ----

                Total                                  $800        $849
                                                       ====        ====

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

                                       15
<PAGE>
       The Partnership will acquire such limited partnership units for an amount
equal to 85% of the "accrual  basis  capital  account"  relating to the redeemed
units.  The  Partnership  will retain the  remaining  15% of the "accrual  basis
capital  account"  relating to the redeemed units.  Redemptions  retained by the
Partnership  were $39,000 and $34,000  during the years ended  December 31, 1998
and  1997,  respectively.   "Accrual  basis  capital  account"  is  computed  in
accordance  with the books and records  regularly  maintained by the Partnership
for financial reporting purposes, utilizing the accrual method of accounting.


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

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

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

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

       Impaired Notes Receivable.  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
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.

       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.  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 $8,000 and $4,000 for the years ended December 31, 1998
and 1997, respectively.

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

                                       16
<PAGE>
       Portfolio  Valuation  Methodology.  The  Partnership  uses the  portfolio
method of accounting for the net realizable value of the Partnership's equipment
portfolio.

       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 and stock  warrants  in  public  companies  that have been
determined to be available for sale. Available-for-sale securities are stated at
their fair market value,  with the unrealized gains and losses reported in other
comprehensive income.

       Reclassification.  Certain 1997 amounts have been reclassified to conform
to the 1998 presentation.

       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.

       Comprehensive  Income.  As of January 1, 1998,  the  Partnership  adopted
Statement of Financial  Accounting  Standards No. 130, "Reporting  Comprehensive
Income" (SFAS 130). This statement  establishes  standards for the reporting and
display of comprehensive income and its components in the financial  statements.
For the  Partnership,  comprehensive  income includes net income reported on the
statement of operations and changes in the fair value of its  available-for-sale
investments reported as a component of partners' capital.


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

       Accounts receivable consist of the following at December 31:

                                                                   1998
                                                                   ----
                                                          (Amounts in Thousands)

         Lease payments                                           $ 289
         Property taxes                                              48
         Other                                                       11
         Interest                                                     6
                                                                  -----
                                                                    354
         Less: allowance for losses on accounts receivable         (176)
                                                                  -----

              Total                                               $ 178
                                                                  =====


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

         Notes receivable consist of the following at December 31:
                                                                   1998
                                                                   ----
                                                          (Amounts in Thousands)
         Notes receivable from emerging growth companies,
              with stated interest ranging from 10% to 22%
              per annum, receivable in installments ranging
              from 37 to 54 months, collateralized by a 
              security interest in the equipment financed.      $  3,766

         Notes receivable from other businesses, with stated
              interest ranging from 13% to 23% per annum,
              receivable in installments ranging from
              35 to 85 months, collateralized by the 
              equipment financed.                                  6,475
                                                                --------
                                                                  10,241
         Less:  allowance for losses on notes receivable            (595)
                                                                --------

              Total                                             $  9,646
                                                                ========
                                       17
<PAGE>
         Minimum payments to be received on non-cancelable  notes receivable for
the years ended December 31, are as follows:

                                                        (Amounts in Thousands)

         1999 ...........................................     $  3,706
         2000 ...........................................        3,690
         2001 ...........................................        2,423
         2002 ...........................................        1,389
         2003 ...........................................          460
         Thereafter .....................................          238
                                                              --------

         Total minimum payments to be received ..........       11,906
         Impaired notes receivable ......................        1,039
         Less:  unearned interest .......................       (2,704)
         Less:  allowance for losses ....................         (595)
                                                              --------

         Net investment in notes receivable .............     $  9,646
                                                              ========

         At  December  31,  1998,  the  recorded  investment  in notes  that are
considered to be impaired was $1,039,000. Included in this amount is $871,000 of
impaired  notes for which the  related  allowance  for  losses is  $332,000  and
$168,000 of impaired notes for which there is no allowance. The average recorded
investment in impaired  loans during the years ended  December 31, 1998 and 1997
was approximately $535,000 and $73,000, respectively. The Partnership recognized
$75,000 and $24,000 of interest income on impaired notes  receivable  during the
years ended December 31, 1998 and 1997, respectively.

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

                                                         1998     1997
                                                         ----     ----
                                                     (Amounts in Thousands)

         Beginning balance                               $ 368   $ 124
              Provision for (recovery of) losses           227     308
              Write downs                                 --       (64)
                                                         -----   -----
         Ending balance                                  $ 595   $ 368
                                                         =====   =====


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.

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


                                       18
<PAGE>
                                                                1998
                                                                ----
                                                        (Amounts in Thousands)

         Minimum lease payments to be received                 $ 9,701

         Less:  unearned income                                 (1,702)
                allowance for early termination                   (345)
                                                               -------

         Net investment in financing leases                    $ 7,654
                                                               =======

         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)

         1999 .........................          $  210          $4,109
         2000 .........................              43           2,813
         2001 .........................              29           1,785
         2002 .........................               0             760
         2003 .........................               0             234
         Thereafter ...................               0               0
                                                 ------          ------

         Total ........................          $  282          $9,701
                                                 ======          ======

         The net book value of  equipment  held for lease at  December  31, 1998
amounted to $51,000.


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
were  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.

         An analysis of the  Partnership's  investment  in the  equipment  joint
venture is as follows:

                                       19
<PAGE>
                                                                         Net
                Net Investment                                        Investment
                at Beginning                 Equity in                 at End
Date              of Period    Contributions Earnings  Distributions  of Period
----            -------------- ------------- --------- -------------  ----------
                                      (Amounts in Thousands)

Year Ended
 December 31, 1997   $1,160       $  --       $  343      $1,320        $  183
                     ======       =======     ======      ======        ======

Year Ended
 December 31, 1998   $  183       $  --       $  231      $  395        $   19
                     ======       =======     ======      ======        ======

         The aggregate  financial  information of the equipment joint venture is
presented as follows:

                                                    December 31, 1998
                                                    -----------------
                                                  (Amounts in Thousands)

         Assets                                            $184
         Liabilities                                        117
         Partners' Capital                                   67

                                             For the Years Ended December 31,
                                                  1998            1997
                                                  ----            ----
                                                 (Amounts in Thousands)

         Revenue                                 $  766          $1,129
         Expenses                                    59              78
         Net Income                                 707           1,051

         As of December 31, 1998,  the  Partnership's  pro rata  interest in the
equipment joint venture's net book value of off-lease equipment was $0.

         The General  Partner earns a management fee of 3% of the  Partnership's
respective  interest  in gross  revenues  of the Joint  Venture.  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 a 25% interest in Phoenix Joint Venture 1994-2, 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.

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

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

Year Ended
 December 31, 1997   $223         $ -         $ 29        $ 82          $170
                     ====         ====        ====        ====          ====

Year Ended
 December 31, 1998   $170         $ -         $ 17        $ 84          $103
                     ====         ====        ====        ====          ====

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

                                                            December 31, 1998
                                                            -----------------
                                                          (Amounts in Thousands)

         Assets                                                    $550
         Liabilities                                                151
         Partners' Capital                                          399

                                       20
<PAGE>
                                                For the Years Ended December 31,
                                                      1998            1997
                                                      ----            ----
                                                     (Amounts in Thousands)

         Revenue                                      $ 85            $127
         Expenses                                       17              25
         Net Income                                     68             102

         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:

                                                                   1998
                                                                   ----
                                                          (Amounts in Thousands)

         Equipment Lease Operations                                $410
         Security Deposits                                          316
         General Partner and Affiliates                              76
         Trade                                                        3
         Other                                                       78
                                                                   ----

              Total                                                $883
                                                                   ====


Note 8.       Income Taxes.
              ------------

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

         The net differences  between the tax basis and the reported  amounts of
the Partnership's assets and liabilities are as follows at December 31, 1998:

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

         Assets             $23,217           $19,364           $ 3,853
         Liabilities            883               543               340


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

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


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

         Net income 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 1,914,643  and 1,936,473 for the years
ended December 31, 1998 and 1997,  respectively.  For the purposes of allocating
income  (loss)  and  distributions  to  each  individual  Limited  Partner,  the
Partnership  allocates  net  income  (loss)  and  distributions  based upon each
respective Limited Partner's net capital contributions.

                                       21
<PAGE>



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

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

         The  reimbursed  administrative  costs  to  the  General  Partner  were
$276,000  and  $333,000  for  the  years  ended  December  31,  1998  and  1997,
respectively.  The equipment  storage,  remarketing  and data  processing  costs
reimbursed to the General  Partner  during the years ended December 31, 1998 and
1997 were $62,000 and $87,000, respectively.

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


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

         The carrying  amounts  reported on the balance  sheet for cash and cash
equivalents,  available-for-sale securities and notes receivable approximate the
fair values.

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

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

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

         Plaintiffs have amended the Marin Action twice. Defendants have not yet
answered the Complaint and may file a demurrer to dismiss the claims.  Discovery
has not commenced. The Companies intend to vigorously defend the Complaint.

         In February  1999,  plaintiffs  requested a transfer of the  Sacramento
Action  to  Marin  County.  The  Court  granted  that  request,  and the case is
currently  in  transit.  Defendants  have not yet  responded  to the  Complaint.
Discovery  has not  commenced.  The Companies  intend to  vigorously  defend the
Complaint.

         During the year ended  December 31,  1998,  the  Partnerships  recorded
legal expenses of approximately  $41,000 in connection with the above litigation
as indemnification to the General Partner.

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


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

         In January 1999, cash  distributions  of $29,000 and $486,000 were made
to the General and Limited Partners, respectively.


                                       22
<PAGE>



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

         None.


                                    PART III

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

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

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

         GUS  CONSTANTIN,  age 61, is  President,  and a Director of PLAII.  Mr.
Constantin received a B.S. degree in Engineering from the University of Michigan
and a Master's Degree in Management Science from Columbia University.  From 1969
to 1972,  he  served  as  Director,  Computer  and  Technical  Equipment  of DCL
Incorporated  (formerly  Diebold Computer Leasing  Incorporated),  a corporation
formerly  listed on the  American  Stock  Exchange,  and as Vice  President  and
General  Manager of DCL Capital  Corporation,  a wholly-owned  subsidiary of DCL
Incorporated.  Mr.  Constantin  was actively  engaged in marketing  manufacturer
leasing  programs  to  computer  and  medical  equipment  manufacturers  and  in
directing DCL Incorporated's IBM System/370 marketing activities. Prior to 1969,
Mr.  Constantin was employed by IBM as a data  processing  systems  engineer for
four years.  Mr.  Constantin  is an  individual  general  partner in four active
partnerships and is an NASD registered principal.  Mr. Constantin is the founder
of PLI and the beneficial  owner of all of the common stock of Phoenix  American
Incorporated.

         GARY W. MARTINEZ, age 48, is Executive Vice President,  Chief Operating
Officer 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.

         HOWARD SOLOVEI, age 37, is the Chief Financial Officer, Treasurer and a
Director  of PLA II. He has been  associated  with PLI since 1984.  Mr.  Solovei
oversees  the  Finance  Department.  He  is  responsible  for  the  structuring,
planning,  and monitoring of the  partnerships  sponsored by the General Partner
and its  affiliates,  as well as  maintaining  the  banking  relationships.  Mr.
Solovei graduated with a B.S. in Business  Administration from the University of
California, Berkeley.

         BRYANT J. TONG, age 44, 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:

                                       23
<PAGE>



              Phoenix Leasing American Business Fund, L.P.
              Phoenix Income Fund, L.P.
              Phoenix High Tech/High Yield Fund
              Phoenix Leasing Cash Distribution Fund IV and
              Phoenix Leasing Cash Distribution Fund III

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

         The General  Partner (and any corporate  general partner of the General
Partner) of the  Registrant,  and the executive  officers of the General Partner
(or any corporate  general  partner of the General  Partner) of the  Registrant,
file reports  pursuant to Section 16(a) of the Securities  Exchange Act of 1934,
as amended.  Based solely on the Registrant's review of the copies of such forms
received by the Registrant,  the Registrant believes that, during 1998, all such
required reports were filed on a timely basis.

Certain Legal Proceedings.

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

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

         Plaintiffs have amended the Marin Action twice. Defendants have not yet
answered the Complaint and may file a demurrer to dismiss the claims.  Discovery
has not commenced. The Companies intend to vigorously defend the Complaint.

         In February  1999,  plaintiffs  requested a transfer of the  Sacramento
Action  to  Marin  County.  The  Court  granted  that  request,  and the case is
currently  in  transit.  Defendants  have not yet  responded  to the  Complaint.
Discovery  has not  commenced.  The Companies  intend to  vigorously  defend the
Complaint.

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

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

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

                                                      Cash and cash-                     Aggregate of
Name of Individual      Capacities in                 equivalent forms                   contingent forms
or persons in group     which served                  of remuneration                    of remuneration
-------------------     -------------     -------------------------------------------    ----------------
                                                   (C1)                 (C2)
                                                                  Securities or property
                                       Salaries, fees, directors' insurance benefits or
                                       fees, commissions, and     reimbursement, personal
                                       bonuses                    benefits
                                       ------------------------   -----------------------
                                                     (Amounts in Thousands)
<S>                     <C>                  <C>                         <C>                  <C>
Phoenix Leasing
  Associates II L.P.    General Partner      $   681(1)                  $    0               $    0
                                              ======                      =====                =====
<FN>
(1)  consists of management and acquisition fees.
</FN>
</TABLE>

                                       24
<PAGE>


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

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

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

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

Limited Partner Interest   1,550 units                                   -


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

         None.

                                     PART IV

Item 13.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
              ----------------------------------------------------------------
                                                                        Page No.
                                                                        --------
(a)      1.   Financial Statements:

              Balance Sheet as of December 31, 1998                        11
              Statements of Operations and Comprehensive Income 
                for the Years Ended December 31, 1998 and 1997             12
              Statements of Partners' Capital for the Years
                Ended December 31, 1998 and 1997                           13
              Statements of Cash Flows for the Years Ended
              December 31, 1998 and 1997                                   14
              Notes to Financial Statements                           15 - 22

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

(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed for the quarter  ended  December  31,
         1998.

(c)      Exhibits

         21.  Additional Exhibits:

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

                  Balance Sheet of Phoenix Leasing Associates II L.P.    E21 6-9

         27.   Financial Data Schedule



                                       25
<PAGE>

                                   SIGNATURES

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

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

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

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



   Date:  March 24, 1999       By: /S/ GUS CONSTANTIN
          --------------           --------------------------
                                   Gus Constantin, President


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

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


/S/ GUS CONSTANTIN      President and a Director of               March 24, 1999
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gus Constantin)        General Partner


/S/ GARY W. MARTINEZ    Senior Vice President and a Director of   March 24, 1999
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gary W. Martinez)      General Partner


/S/ HOWARD SOLOVEI      Chief Financial Officer,                  March 24, 1999
----------------------  Treasurer and a Director of               --------------
(Howard Solovei)        Phoenix Leasing Associates II, Inc.
                        General Partner


/S/ BRYANT J. TONG      Senior Vice President,                    March 24, 1999
----------------------  Financial Operations of                   --------------
(Bryant J. Tong)        (Principal Accounting Officer)
                        Phoenix Leasing Associates II, Inc.
                        General Partner


                                       26