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, 2000      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 $5,846,000.

As of December 31, 2000,  1,861,289 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, 2000.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format:

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


                                  Page 1 of 25

<PAGE>


                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                         2000 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..........................................  8
Item 8.       Disagreements on Accounting and Financial Disclosure
                Matters..................................................... 23


                                    PART III

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


                                     PART IV

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


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


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

General Development of Business.

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

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

         From the initial  formation  of the  Partnership  through  December 31,
2000, the total investments in equipment  leases,  investments in joint ventures
and financing transactions (loans) approximate $115,867,927. The average initial
firm term of  contractual  payments  from  equipment  subject to lease was 46.84
months,  and the average initial net monthly payment rate as a percentage of the
original  purchase  price was 2.76%.  The average  initial  term of  contractual
payments from loans was 51.47 months.

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

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

Narrative Description of Business.

         The Partnership has acquired  equipment  pursuant to either "Operating"
leases or "Financing"  leases.  At December 31, 2000,  approximately  96% of the
leased assets owned by the Partnership were classified as Financing leases.  The
Partnership has also provided  financing  secured by assets in the form of notes
receivable.  Operating  leases are generally  short-term  leases under which the
lessor will receive aggregate rental payments in an amount that is less than the
purchase  price of the  equipment.  Financing  leases are generally for a longer
term under which the noncancellable  rental payments due during the initial term
of the  lease are at least  sufficient  to  recover  the  purchase  price of the
equipment.

         Operating  leases  represent  a  greater  risk  along  with  a  greater
potential  return  to the  Partnership  than do  Financing  leases.  In order to
recover its investment in equipment  leased pursuant to an Operating  lease, the
Partnership  will,  upon  termination  of such  lease,  either  have to obtain a
renewal from the original lessee,  find a new lessee or sell the equipment.  The
terms for Operating  leases are for a shorter  duration than  Financing  leases.
Consequently, the revenues derived from the initial term of Operating leases are
generally  greater  than  those  of  Financing  leases.  Due  to  technological,

                                       3
<PAGE>


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.

         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, 2000,  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,  2000,  the  Partnership  owns  equipment  and has
outstanding  loans to borrowers with an aggregate  original cost of $24,524,000.
The following  table  summarizes the type of equipment  owned or financed by the
Partnership at December 31, 2000.

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

Financing of Emerging Growth Companies            $ 8,047              33%
Capital Equipment Leased to Emerging
  Growth Companies                                  6,404              26
Financing of Other Businesses                       3,772              15
Furniture and Fixtures                              1,963               8
Small Computer Systems                              1,526               6
Computer Peripherals                                1,206               5
Miscellaneous                                         959               4
Telecommunications                                    647               3
                                                  -------             ---

 TOTAL                                            $24,524             100%
                                                  =======             ===

(1)  These  amounts  include  the  cost of  equipment  on  financing  leases  of
     $8,880,000  and  original  cost of  outstanding  loans  of  $11,819,000  at
     December 31, 2000.

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

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


                                       4
<PAGE>

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

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


                                     PART II

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

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

     (b) Approximate number of equity security investments:

                                                       Number of Unit Holders
                     Title of Class                    as of December 31, 2000
              ----------------------------             -----------------------

              Limited Partners                                  2,225
              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 $3,278,000 and $2,032,000 during the years ended December
31, 2000 and 1999,  respectively.  The increase in net income for the year ended
December 31, 2000,  compared to 1999, is  attributable to an increase in gain on
sale of  securities.  However,  this increase was offset by a decrease in rental
income,  earned  income from  financing  leases and  interest  income from notes
receivable.

         Total income  increased by $1,454,000  for the year ended  December 31,
2000,  compared to the prior year.  The  Partnership  reported a gain on sale of
securities  of  $2,476,000  for the year ended  December 31,  2000,  compared to
$297,000 in 1999. The securities sold for both 2000 and 1999 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 $2,476,000 and $297,000 from the
sale of these  securities  during the year  ended  December  31,  2000 and 1999,
respectively.  In addition, at December 31, 2000, the Partnership owns shares of
stock and stock warrants in emerging  growth  companies that are publicly traded
with an unrealized gain of  approximately  $2,000.  These stock warrants contain
certain restrictions, but are generally exercisable within one year.

         The decrease in rental  income of $276,000 for the year ended  December
31, 2000,  compared to the prior year,  is reflective of a reduction in the size
of the  equipment  portfolio.  As of December 31, 2000,  the  Partnership  owned
equipment with an aggregate original cost of $13 million compared to $15 million
at December  31, 1999.  Another  factor  contributing  to the decrease in rental
income is the  equipment  being held for lease.  Until new  lessees or buyers of
equipment  can be found,  the equipment  will continue to generate  depreciation
expense without any  corresponding  rental income.  The effect of this will be a
reduction of the Partnership  earnings  during this  remarketing  period.  As of
December 31, 2000, the Partnership  owned equipment being held for lease with an
original purchase price of $3,133,000 and a net book value of $209,000, compared
to  $1,827,000  and $61,000,  respectively,  at December  31, 1999.  The General
Partner is actively  engaged,  on behalf of the Partnership,  in remarketing and
selling the Partnership's equipment as it becomes available.

         The decrease in earned income from financing leases of $229,000 for the
year ended  December  31,  2000,  compared to the prior  year,  is a result of a
decline in the  Partnership's  investment in financing  leases.  At December 31,
2000, the Partnership had a net investment in financing  leases of $4.4 million,
compared to $6.2  million at December  31,  1999.  The  investment  in financing
leases, as well as earned income from financing  leases,  will decrease over the
lease term as the Partnership  amortizes income over the life of the lease using
the interest  method.  During 2000,  the  Partnership  made new  investments  in
financing leases of $2.5 million, compared to $2.4 million during 1999.

         The decrease in interest  income from notes  receivable of $265,000 for
the year ended  December  31, 2000,  compared to 1999,  is  attributable  to the
decline in net  investment  in notes  receivable.  The net  investment  in notes
receivable  was $5.8  million at December  31, 2000  compared to $8.9 million at
December 31, 1999. The Partnership  made new investments in notes  receivable of
$2.1  million and $3.6  million for the years ended  December 31, 2000 and 1999,
respectively.

         Total  expenses  increased by $208,000 for the year ended  December 31,
2000,  compared to the prior year. The increase is due to an increase of $94,000
in the provision for losses on receivables,  $77,000 increase in management fees
to the General Partner, $47,000 increase in legal expense and a $23,000 increase
in amortization of acquisition fees. The increase in the provision for losses on
receivables  was due to the recognition of additional loss reserves for impaired
leases.  These  increases  were offset by  decreases  in other  expenses.  These
decreases  correspond to the  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.


                                       6
<PAGE>

Liquidity and Capital Resources

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

         The  Partnership  reported net cash generated by equipment  leasing and
financing  activities  of  $10,010,000  during 2000,  as compared to  $9,834,000
during  1999.  The increase in the net cash  generated  during 2000 is due to an
increase in principal  payments from notes  receivable,  offset by a decrease in
payments on financing  leases and rental income.  Payments from notes receivable
increased due to the continued  acquisition of notes receivable during the years
1999 and 2000. Payments from financing leases decreased during 2000, compared to
1999, as a result of the Partnership's declining investment in financing leases.

         As of December 31, 2000, the Partnership owned equipment being held for
lease with an  original  cost of  $3,133,000  and a net book value of  $209,000,
compared to  $1,827,000  and $61,000,  respectively,  at December 31, 1999.  The
General  Partner  is  actively  engaged,  on  behalf  of  the  Partnership,   in
remarketing and selling the Partnership's equipment as it becomes available.

         Distributions  from joint ventures for the year ended December 31, 2000
were $50,000 compared to $206,000 for 1999. The decrease in  distributions  from
joint ventures for the year ended December 31, 2000, compared to the prior year,
is  attributable  to one joint venture  closing during the third quarter of 1999
and the another joint venture being closed during the first quarter of 2000.

         The cash  distributed  to partners for the year ended December 31, 2000
was  $4,636,000,  as compared to $4,587,000  during the year ended  December 31,
1999. In accordance with the  Partnership  Agreement,  the Limited  Partners are
entitled to 97% of the cash available for  distribution  and the General Partner
is entitled to 3%. As a result,  the limited  partners  received  $4,497,000 and
$4,452,000 in  distributions  during the year ended  December 31, 2000 and 1999,
respectively.   The  cumulative  distributions  to  the  Limited  Partners  were
$33,009,000 and $28,512,000 as of December 31, 2000 and 1999, respectively.  The
General Partner  received  $139,000 and $135,000 in cash  distributions  for the
years  ended  December  31,  2000  and  1999,   respectively.   The  Partnership
anticipates  making  distributions  to partners during 2001 at least at the same
rate as in 2000.

         As  stated in the  Partnership's  prospectus,  redemptions  were at the
discretion of the General  Partner.  Redemptions  were $200,000 and $212,000 for
the years ended December 31, 2000 and 1999, respectively.

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

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


                                       7
<PAGE>

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

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

                          YEAR ENDED DECEMBER 31, 2000
                          ----------------------------



                                       8
<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,
2000  and  the  related  statements  of  operations  and  comprehensive  income,
partners' capital and cash flows for the years ended December 31, 2000 and 1999.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  Phoenix  Leasing  Cash
Distribution  Fund V, L.P.  as of  December  31,  2000,  and the  results of its
operations and its cash flows for the years ended December 31, 2000 and 1999, in
conformity with accounting principles generally accepted in the United States.

                                                             ARTHUR ANDERSEN LLP


San Francisco, California,
  January 26, 2001


                                       9
<PAGE>

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

                                                               December 31, 2000
                                                               -----------------
ASSETS

Cash and cash equivalents                                            $ 7,917

Accounts receivable (net of allowance for losses on accounts
   receivable of $94)                                                    171

Notes receivable (net of allowance for losses on notes receivable
   of $163)                                                            5,816

Equipment on operating leases and held for lease (net of
   accumulated depreciation of $2,210)                                   209

Net investment in financing leases (net of allowance for early
   terminations of $137)                                               4,433

Capitalized acquisition fees (net of accumulated amortization
   of $3,143)                                                            324

Other assets                                                              67
                                                                     -------

     Total Assets                                                    $18,937
                                                                     =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

   Accounts payable and accrued expenses                             $ 1,049
                                                                     -------

     Total Liabilities                                                 1,049
                                                                     -------

Partners' Capital:

   General Partner                                                        43

   Limited Partners, 5,000,000 units authorized, 2,045,838
     units issued and 1,861,289 units outstanding                     17,843

   Accumulated other comprehensive income                                  2
                                                                     -------

     Total Partners' Capital                                          17,888
                                                                     -------

     Total Liabilities and Partners' Capital                         $18,937
                                                                     =======

        The accompanying notes are an integral part of these statements.

                                       10
<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,
                                                        2000       1999
                                                        ----       ----
INCOME

   Rental income                                       $   527   $   803
   Earned income, financing leases                         829     1,058
   Interest income, notes receivable                     1,586     1,851
   Equity in earnings from joint ventures, net               4       130
   Gain on sale of securities                            2,476       297
   Other income                                            424       253
                                                       -------   -------

     Total Income                                        5,846     4,392
                                                       -------   -------

EXPENSES

   Depreciation                                            145       151
   Amortization of acquisition fees                        277       254
   Lease related operating expenses                         47        62
   Management fees to General Partner                      403       326
   Reimbursed administrative costs to General
     Partner                                               303       308
   Provision for losses on leases and loans              1,117     1,023
   Legal expense                                           180       133
   General and administrative expenses                      96       103
                                                       -------   -------

     Total Expenses                                      2,568     2,360
                                                       -------   -------

NET INCOME                                               3,278     2,032

Other comprehensive income (loss):
   Unrealized gains on securities:
     Unrealized holding gains arising during period        749     1,903
     Less: reclassification adjustment for gains
           included in net income                       (2,476)     (297)
                                                       -------   -------

Other comprehensive income (loss)                       (1,727)    1,606
                                                       -------   -------

COMPREHENSIVE INCOME                                   $ 1,551   $ 3,638
                                                       =======   =======


NET INCOME PER LIMITED PARTNERSHIP UNIT                $  1.66   $   .99
                                                       =======   =======

ALLOCATION OF NET INCOME:
   General Partner                                     $   170   $   154
   Limited Partners                                      3,108     1,878
                                                       -------   -------

                                                       $ 3,278   $ 2,032
                                                       =======   =======

        The accompanying notes are an integral part of these statements.

                                       11
<PAGE>

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


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

<S>                                           <C>           <C>         <C>          <C>          <C>
Balance, December 31, 1998                    $       (7)   1,902,708   $   22,218   $      123   $   22,334

Net income                                           154         --          1,878         --          2,032

Distributions to partners ($2.35 per limited
   partnership unit)                                (135)        --         (4,452)        --         (4,587)

Redemptions of capital                              --        (20,126)        (212)        --           (212)

Other comprehensive income                          --           --           --          1,606        1,606
                                              ----------   ----------   ----------   ----------   ----------

Balance, December 31, 1999                            12    1,882,582       19,432        1,729       21,173

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

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

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

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

Balance, December 31, 2000                    $       43    1,861,289   $   17,843   $        2   $   17,888
                                              ==========   ==========   ==========   ==========   ==========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       12
<PAGE>

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


                                                For the Years Ended December 31,
                                                       2000        1999
                                                       ----        ----
Operating Activities:
--------------------

   Net income                                        $ 3,278     $ 2,032

   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                      145         151
       Amortization of acquisition fees                  277         254
       Gain on sale of equipment                          (5)       (144)
       Gain on sale of securities                     (2,476)       (297)
       Equity in earnings from joint ventures, net        (4)       (130)
       Provision for early termination, financing
         leases                                          507          79
       Provision for losses on notes receivable          582         944
       Provision for losses on accounts receivable        28        --
       Decrease (increase) in accounts receivable        (32)         11
       Decrease (increase) in other assets                (3)         10
       Increase in accounts payable and accrued
         expenses                                          3          63
                                                     -------     -------

   Net cash provided by operating activities           2,300       2,973
                                                     -------     -------

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

   Principal payments, financing leases                3,048       3,496
   Principal payments, notes receivable                4,662       3,365
   Proceeds from sale of equipment                       338         299
   Proceeds from sale of securities                    2,476         297
   Distributions from joint ventures                      50         206
   Investment in financing leases                     (2,453)     (2,398)
   Investment in notes receivable                     (2,117)     (3,606)
   Payment of acquisition fees                           (72)       (146)
                                                     -------     -------

   Net cash provided by investing activities           5,932       1,513
                                                     -------     -------

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

   Redemptions of capital                               (200)       (212)
   Distributions to partners                          (4,636)     (4,587)
                                                     -------     -------

   Net cash used in financing activities              (4,836)     (4,799)
                                                     -------     -------

Increase (decrease) in cash and cash equivalents       3,396        (313)

Cash and cash equivalents, beginning of period         4,521       4,834
                                                     -------     -------

Cash and cash equivalents, end of period             $ 7,917     $ 4,521
                                                     =======     =======

        The accompanying notes are an integral part of these statements.

                                       13
<PAGE>
                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

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,  2000,  the  General  Partner's  interest  in Cash  Available  for
Distribution was subordinated in any calendar quarter until the Limited Partners
received quarterly  distributions equal to 2.50% of their capital  contributions
(i.e., 10% per annum), prorated for any partial period.

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

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

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

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

                                                       2000        1999
                                                       ----        ----
                                                    (Amounts in Thousands)
         Management fees                               $403        $326
         Acquisition fees                               137         180
         Cash distributions                             139         135
                                                       ----        ----

                Total                                  $679        $641
                                                       ====        ====


       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.

                                       14
<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 $30,000 and $32,000  during the years ended  December 31, 2000
and  1999,  respectively.   "Accrual  basis  capital  account"  is  computed  in
accordance  with the books and records  regularly  maintained by the Partnership
for financial reporting purposes, utilizing the accrual method of accounting.


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

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

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

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

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

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

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

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

       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

                                       15
<PAGE>

not  exceed  expenses  in  any  future  period,  the  Partnership   revises  its
depreciation policy and will provide additional depreciation as appropriate.

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

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

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

         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  1999  amounts  have  been  reclassified  to
conform  to the 2000  presentation.  These  reclassifications  had no  impact on
previously reported net income or partners' capital.

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

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


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

       Accounts receivable consist of the following at December 31:

                                                                 2000
                                                                 ----
                                                         (Amounts in Thousands)

         Lease payments                                          $ 218
         Property taxes                                             35
         Interest                                                   12
                                                                 -----
                                                                   265
         Less: allowance for losses on accounts receivable         (94)
                                                                 -----

              Total                                              $ 171
                                                                 =====



                                       16
<PAGE>

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

         Notes receivable consist of the following at December 31:

                                                                   2000
                                                                   ----
                                                          (Amounts in Thousands)

         Notes receivable from emerging growth companies, with
           stated interest ranging from 11% to 20% per annum,
           receivable in installments ranging from 37 to 57
           months, collateralized by a security interest in
           the equipment financed.                                 $4,281

         Notes receivable from other businesses, with stated
           interest ranging from 11% to 18% per annum,
           receivable in installments ranging from 37 to 85
           months, collateralized by the equipment financed.        1,698
                                                                   ------
                                                                    5,979
         Less:  allowance for losses on notes receivable             (163)
                                                                   ------

              Total                                                $5,816
                                                                   ======

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

                                                        (Amounts in Thousands)

         2001...........................................       $ 3,015
         2002...........................................         2,093
         2003...........................................           921
         2004...........................................           405
         2005 and thereafter............................           216
                                                               -------

         Total minimum payments to be received..........         6,650
         Impaired notes receivable......................           660
         Less:  unearned interest.......................        (1,331)
         Less:  allowance for losses....................          (163)
                                                               -------

         Net investment in notes receivable.............       $ 5,816
                                                               =======

         At  December  31,  2000,  the  recorded  investment  in notes  that are
considered to be impaired was $660,000, net of specific write-downs of $874,000.
The average recorded investment in impaired loans during the year ended December
31, 2000 and 1999 was  $427,000  and  $678,000,  respectively.  The  Partnership
recognized $376,000 and $234,000 of interest income on impaired notes receivable
during the years ended December 31, 2000 and 1999, respectively.

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

                                                       2000            1999
                                                       ----            ----
                                                      (Amounts in Thousands)

         Beginning balance                            $    88        $   595
              Provision for losses                        582            944
              Write downs                                (507)        (1,451)
                                                      -------        -------
         Ending balance                               $   163        $    88
                                                      =======        =======


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

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

                                       17
<PAGE>
         The  Partnership's  operating  leases are for  initial  lease  terms of
approximately 19 to 36 months.  During the remaining terms of existing operating
leases,  the  Partnership  will not  recover all of the  undepreciated  cost and
related expenses of its rental equipment,  and therefore must remarket a portion
of its equipment in future years.

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

         The net  investment  in financing  leases  consists of the following at
December 31:
                                                                  2000
                                                                  ----
                                                         (Amounts in Thousands)

         Minimum lease payments to be received                   $5,475
              Less:  unearned income                               (905)
                     allowance for early termination               (137)
                                                                 ------

         Net investment in financing leases                      $4,433
                                                                 ======

         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)

         2001.........................................    $  85         $2,761
         2002.........................................      -            1,658
         2003.........................................      -              811
         2004.........................................      -              245
         2005 and thereafter..........................      -              -
                                                          -----         ------

         Total                                            $  85         $5,475
                                                          =====         ======

              Equipment held for lease  generally  consists of financing  leases
that  have  been  placed  into  default.  As a  result,  the  leases  have  been
reclassified to equipment,  held at net realizable value and will be depreciated
over the  remaining  estimated  useful  life of up to three  years.  The General
Partner is making every effort to pursue remedies that will maximize recovery of
the Partnership's  investment.  The net carrying value of the equipment held for
lease at December 31, 2000 was $209,000.


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 "Equipment Joint Venture") in exchange
for a 32.48%  equity  interest in the  Equipment  Joint  Venture.  The  interest
received in the Equipment Joint Venture was accounted for at the historical cost
basis of the Assets  transferred.  The  Partnership  has  accounted  for its net
investment  in  this  Equipment   Joint  Venture  using  the  equity  method  of
accounting.  The  Equipment  Joint  Venture was  organized  to hold title to the
Assets and  subsequently  transfer such Assets to a trust for the purpose of the
trust  issuing  two classes of lease  backed  certificates  to third  parties in
exchange for cash proceeds.  The transaction between the Equipment Joint Venture
and the trust has been accounted for as a financing. The Equipment Joint Venture
retains a residual interest in the assets transferred through the ownership of a
third class of subordinated trust  certificates.  The lease backed  certificates
are recourse only to the assets used to collateralize the obligation.

         The net carrying value of such assets contributed by the Partnership to
the  Equipment  Joint  Venture  was  approximately  $7.9  million  and the total
carrying  value  of all of the  assets  contributed  by all  three  partnerships
approximated  $24.7  million.  The net  proceeds  from the issuance of the lease
backed certificates were distributed back to the partnerships who contributed to

                                       18
<PAGE>

the Equipment  Joint  Venture.  On August 5, 1994,  the Equipment  Joint Venture
received   proceeds  from  the  issuance  of  the  7.1%  Class  A  lease  backed
certificates in the principal  amount of $18.5 million.  On August 12, 1994, the
Equipment Joint Venture received proceeds from the issuance of the 8.25% Class B
lease backed  certificates in the principal amount of $5.3 million.  In November
1996, the lease backed certificates were paid in full.

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

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

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


Year Ended
  December 31, 1999   $ 21         $ -         $168         $143         $ 46
                      ====         ====        ====         ====         ====

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

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


                                                For the Years Ended December 31,
                                                     2000          1999
                                                     ----          ----
                                                    (Amounts in Thousands)

         Revenue                                     $ 16          $586
         Expenses                                       3            72
         Net Income                                    13           514

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

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

Financing Joint Venture.
-----------------------

         The Partnership owned a 25% interest in Phoenix Joint Venture 1994-2, a
Financing  Joint Venture.  This Financing  Joint Venture was closed during 1999.
This  investment  was accounted for using the equity method of  accounting.  The
other partners of the venture were 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               Equity in                Investment
                at Beginning                 Earnings                  at End
Date              of Period    Contributions (Losses)  Distributions  of Period
----            -------------- ------------- --------- -------------  ----------


Year Ended
  December 31, 1999  $101          $ -         $(38)       $ 63           $ -
                     ====          ====        ====        ====           ====

                                       19
<PAGE>


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

                                            For the Years Ended December 31,
                                                 2000            1999
                                                 ----            ----
                                                 (Amounts in Thousands)

         Revenue                                 $ --            $   2
         Expenses                                  --              155
         Net Loss                                  --             (153)

         The  financing  joint  venture was closed  during the third  quarter of
1999.

         The General Partner earned 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  Financing  Joint  Venture  level were 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:

                                                                  2000
                                                                  ----
                                                          (Amounts in Thousands)

         Equipment Lease Operations                              $  452
         Security Deposits                                          354
         General Partner and Affiliates                             198
         Other                                                       45
                                                                 ------

              Total                                              $1,049
                                                                 ======


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, 2000:

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

         Assets               $18,937          $18,854           $    83
         Liabilities            1,048              896               152


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 1,872,582  and 1,893,715 for the years
ended December 31, 2000 and 1999,  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.

                                       20
<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
$303,000  and  $308,000  for  the  years  ended  December  31,  2000  and  1999,
respectively.  The equipment  storage,  remarketing  and data  processing  costs
reimbursed to the General  Partner  during the years ended December 31, 2000 and
1999 were $36,000 and $58,000, 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
their fair values.


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

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

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

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

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

         On August 28, 2000, the Ash and Berger actions were  consolidated  (the
"Consolidated  Action")  pursuant to  stipulation  by both  parties.  Plaintiffs
recently  served a first  request for  production  in the  Consolidated  Action;
defendants responded to the first request for production on November 27, 2000.

         The Companies intend to vigorously defend the Consolidated Action.

         During the year  ended  December  31,  2000 and 1999,  the  Partnership
recorded  legal  expenses  of  approximately  $0 and  $6,000,  respectively,  in
connection with the above litigation as indemnification to the General Partner.



                                       21
<PAGE>

Note 14.      New Accounting Pronouncements.
              -----------------------------

         Statement of Financial Accounting Standards No. 133, as amended by SFAS
138,  establishes  accounting  and  reporting  standards  requiring  that  every
derivative  instrument be recorded in the balance sheet as either an asset or as
a liability  measured at its fair value. The Partnership  currently has warrants
to purchase  marketable and  non-marketable  equities covered by this statement.
The  Partnership has quantified the impact of adopting SFAS 133 on its financial
statements  and based on the value of such  warrants  as of December  31,  2000,
derivative  assets of approximately  $2,000 would be recognized as a gain in the
statement of operations with an offsetting  amount as a reduction in accumulated
other  comprehensive  income.  Future changes in value will be recognized in the
statement of operations  with the offset to the derivative  asset on the balance
sheet.

Note 15.      Subsequent Events.
              -----------------

         In January 2001, cash  distributions  of $35,000 and $569,000 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 63, 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 50, is Senior Vice  President and a Director of
PLAII.  He has been  associated  with PLI  since  1976.  He  manages  the  Asset
Management  Department,  which is  responsible  for  lease  and  loan  portfolio
management.  This includes credit analysis,  contract terms,  documentation  and
funding;  remittance application,  change processing and maintenance of customer
accounts; customer service, invoicing,  collection,  settlements and litigation;
negotiating  lease  renewals,  extensions,  sales and  buyouts;  and  management
information  reporting.  From 1973 to 1976, Mr. Martinez was a Loan Officer with
Crocker National Bank, San Francisco. Prior to 1973, he was an Area Manager with
Pennsylvania  Life Insurance  Company.  Mr. Martinez is a graduate of California
State University, Chico.

         ANDREW N. GREGSON,  age 28, is Vice President,  Chief Financial Officer
and a  Director  of PLAII.  He has been  associated  with PLI since  1998.  Mr.
Gregson oversees the Finance Department.  He is responsible for the structuring,
planning,  and monitoring of the  partnerships  sponsored by the General Partner
and its  affiliates,  as well as  maintaining  the  banking  relationships.  Mr.
Gregson graduated with a B.A. in Physics and Economics from Amherst College.

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

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


              Phoenix Leasing American Business Fund, L.P.
              Phoenix Income Fund, L.P. and
              Phoenix Leasing Cash Distribution Fund IV

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 2000, all such
required reports were filed on a timely basis.

                                       23
<PAGE>


Certain Legal Proceedings.

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

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

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

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

         On August 28, 2000, the Ash and Berger actions were  consolidated  (the
"Consolidated  Action")  pursuant to  stipulation  by both  parties.  Plaintiffs
recently  served a first  request for  production  in the  Consolidated  Action;
defendants responded to the first request for production on November 27, 2000.

         The Companies intend to vigorously defend the Consolidated Action.

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      $   540(1)                  $    0               $    0
                                              ======                      =====                =====
<FN>
(1)  consists of management and acquisition fees.
</FN>
</TABLE>


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:

                                       24
<PAGE>

          (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, 2000                         10
              Statements of Operations and Comprehensive Income for
                the Years Ended December 31, 2000 and 1999                  11
              Statements of Partners' Capital for the Years Ended
                December 31, 2000 and 1999                                  12
              Statements of Cash Flows for the Years Ended
                December 31, 2000 and 1999                                  13
              Notes to Financial Statements                            14 - 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,
         2000.

(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 22, 2001     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 22, 2001
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gus Constantin)


/S/  GARY W. MARTINEZ   Senior Vice President and a Director of   March 22, 2001
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gary W. Martinez)


/S/  ANDREW N. GREGSON  Vice President, Chief Financial           March 22, 2001
----------------------  Officer and a Director of                 --------------
(Andrew N. Gregson)     Phoenix Leasing Associates II, Inc.





                                       26