UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

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

                                   FORM 10-KSB/A
                                  AMENDMENT NO. 1

  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
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(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
                                   -----    -----


                                        1


<PAGE>

         The following  item  appearing in the Annual  Report on Form-10KSB  for
Phoenix Leasing Cash Distribution Fund V, L.P. (the Partnership),  as originally
filed March 22, 2001, is hereby amended.

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.

                                       2
<PAGE>


         In  addition  to  providing  an  allowance   based  on  formulas   that
incorporate historical loss data, management  periodically  specifically reviews
each  individual  loan and  lease in the  Partnership's  portfolio  for  payment
delinquencies and other identified weaknesses. When management determines that a
lease  or loan is  impaired,  it  provides  for the loss  and  takes a  specific
write-down  to reduce the  reported  value of that lease or loan to the  present
value of the expected  future cash flows  discounted  at the original  effective
interest rate or, if collectability of the lease or loan is collateral dependent
(which is generally the case), to the fair value of the collateral.

         Thus far  during  the first  quarter  of 2001,  leases and loans with 5
lessees and borrowers  totaling $886,000 as of December 31, 2000 became impaired
in the Growth Capital portfolio. As a result, we expect the Provision for losses
on leases and loans and the  write-off in the first quarter of 2001 to be larger
than in previous  years. As of December 31, 2000, the Partnership has $8,008,000
invested in leases and loans in the Growth Capital  portfolio,  which is made up
of early stage companies in various growth  industries,  some of which have been
adversely  affected by the recent economic  downturn.  Continued weakness in the
economy  could  cause the  Provision  for  losses  on  leases  and loans and the
write-off to continue at higher than historical levels. The General Partner will
continue to monitor the leases and loans in this  portfolio for  indications  of
deterioration  in the portfolio and  impairment  and will record a provision for
losses on leases and loans as soon as losses become probable.

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

Liquidity and Capital Resources

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

         The  Partnership  reported net cash generated by equipment  leasing and
financing  activities  of  $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.

                                       3
<PAGE>


         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.


                                       4
<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:  September 17, 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           September 17, 2001
----------------------  Phoenix Leasing Associates II, Inc.   ------------------
(Gus Constantin)


/S/  GARY W. MARTINEZ   Senior Vice President and a Director  September 17, 2001
----------------------  of Phoenix Leasing Associates II, Inc.------------------
(Gary W. Martinez)


/S/  ANDREW N. GREGSON  Vice President, Chief Financial       September 17, 2001
----------------------  Officer and a Director of             ------------------
(Andrew N. Gregson)     Phoenix Leasing Associates II, Inc.





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