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, 2002      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 $1,336,000.

As of December 31, 2002,  1,822,933 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, 2002.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format:

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

                                  Page 1 of 26

<PAGE>


                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                         2002 FORM 10-KSB ANNUAL REPORT


                                TABLE OF CONTENTS


                                                                            Page

                                     PART I

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


                                     PART II

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


                                    PART III

Item 9 .      Directors and Executive Officers of the Registrant..........   23
Item 10.      Executive Compensation......................................   24
Item 11.      Security Ownership of Certain Beneficial Owners and
              Management..................................................   24
Item 12.      Certain Relationships and Related Transactions..............   24
Item 13.      Exhibits, Financial Statement Schedules and Reports on
              Form 8-K....................................................   25
Item 14.      Controls and Procedures.....................................   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 expects to
wind up its  operations  and liquidate  its  remaining  assets during 2003. As a
result,  no regular  distributions  will be made during 2003, but it is expected
that once the assets of the Partnership have been sold a final distribution will
be made.  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. 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,
2002, 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 2.80%.  The average  initial  term of  contractual
payments  from loans was 51.47  months and the  weighted  average  interest  was
15.90%.

         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, 2002,  approximately  99% 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

                                       3
<PAGE>

generally  greater  than  those  of  Financing  leases.  Due  to  technological,
competitive,  market and economic  factors,  it is anticipated  that renewals or
remarkets  of leases  will be at a lower  rental  rate than that of the  initial
lease terms.

         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, 2002,  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,  2002,  the  Partnership  owns  equipment  and has
outstanding  loans to borrowers  with an aggregate  original cost of $4,977,000.
The following  table  summarizes the type of equipment  owned or financed by the
Partnership at December 31, 2002.

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

Financing of Emerging Growth Companies           $2,270                  46%
Financing of Other Businesses                     1,228                  24
Capital Equipment Leased to Emerging
  Growth Companies                                  977                  20
Miscellaneous                                       346                   7
Telecommunications                                  147                   3
Computer Peripherals                                  9                 --
                                                 ------              ------

 TOTAL                                           $4,977                 100%
                                                 ======              ======

(1)      These  amounts  include the cost of equipment  on  financing  leases of
         $1,099,000  and original  cost of  outstanding  loans of  $3,498,000 at
         December 31, 2002.

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, 2002
              ----------------------------           -----------------------

              Limited Partners                                   2,162
              General Partner                                        1



                                       5
<PAGE>

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


Critical Accounting Policies

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

Results of Operations

         Phoenix  Leasing  Cash  Distribution  Fund V,  L.P.  (the  Partnership)
reported a net loss of $25,000 and  $1,515,000  for the years ended December 31,
2002 and 2001,  respectively.  The  decrease  in losses  is  primarily  due to a
decrease in provision for losses on leases and loans.

         Total revenue  decreased by $1,178,000  for the year ended December 31,
2002,  compared to the prior  year.  The  decrease in total  income for the year
ended December 31, 2002,  compared to the prior year, is due to the absence of a
gain  on  sale  of  securities  and  declines  in  interest  income  from  notes
receivable, earned income from financing leases and interest income.

         The  Partnership  reported no gain on sale of  securities  for the year
ended  December 31, 2002,  compared to $384,000 for the year ended  December 31,
2001.  The  securities  sold in 2001 consisted of the sale of stock warrants and
common  stock  received  through the exercise of stock  warrants  granted to the
Partnership as part of financing  agreements with emerging growth companies that
are publicly traded. The Partnership received proceeds of $384,000 from the sale
of these securities during the year ended December 31, 2001.

         Interest  income from notes  receivable  decreased  by $365,000 for the
year ended December 31, 2002, as compared to the same period in 2001, due to the
decline in the notes  receivable  balances.  At  December  31,  2002,  the notes
receivable  balance was  $464,000,  compared to $1,795,000 at December 31, 2001.
The decrease in interest  income from notes  receivable was partially  offset by
increased receipts of $14,000 from settlement proceeds from notes receivable for
the year ended December 31, 2002.  The  Partnership  made no new  investments in
notes receivable during the years ended December 31, 2002 and 2001.

         Earned income from financing  leases  decreased by $245,000  during the
year ended  December 31, 2002, as compared to the same period in 2001,  due to a
decrease in the Partnership's investment in financing leases. The net investment
in financing leases was $318,000 at December 31, 2002, as compared to $1,095,000
at December 31, 2001.  The  investment  in financing  leases,  as well as earned
income  from  financing  leases,  will  decrease  over  the  lease  terms as the
Partnership  amortizes  income  over the life of the lease  using  the  interest
method.  The Partnership  made no new investments in financing leases during the
years ended December 31, 2002 and 2001.

         Interest  income  decreased by $228,000 for the year ended December 31,
2002, compared to the same period in 2001, which is attributable to the decrease
in interest income from the Partnership's  operating bank account. This decrease
is due to declining interest rates.

         Total  expenses  for the year ended  December  31,  2002  decreased  by
$2,668,000, compared to the same period in the prior year. The Partnership had a
decrease in provision for losses on leases and loans of $2,059,000  for the year
ended  December  31,  2002,  compared to the same period in the  previous  year.
During the year ended December 31, 2001, the high provision for losses on leases
and loans was due primarily to the  recognition of additional  loss reserves for
impaired  loans and leases  deemed to have a probable  loss.  Other factors that
contributed to the decrease in total  expenses were a decrease in  depreciation,
amortization of acquisition fees, lease related operating  expenses,  management
fees, legal expenses and general and  administrative  expenses.  These decreases
are the  result  of the  continued  reduction  in the size of the lease and loan
portfolio.

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

                                       6
<PAGE>

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

         In the year ended  December  31,  2002,  leases with 3  customers  were
deemed as  probable  losses and loans with 2  customers  became  impaired in the
Partnership's Growth Capital portfolio. The book value of these leases and loans
was $674,000 as of December  31, 2001.  These leases and loans were written down
by $335,000  during 2002.  Thus far during the first  quarter of 2003, no leases
were deemed as a probable loss and 1 loan, with a book value of $11,000,  became
impaired in the Growth  Capital  portfolio.  As of  December  31,  2002,  Growth
Capital  loans and leases  with a book value of $17,000  were  between 30 and 90
days past due. As of December 31, 2002, the Partnership has $474,000 invested in
leases  and loans in the  Growth  Capital  portfolio,  which is made up of early
stage companies in various growth industries,  some of which have been adversely
affected by the recent economic downturn. Potential future increases in loan and
lease  delinquencies and defaults due to continued  weaknesses in the economy as
well as potential  significant  declines in technology related collateral values
could cause the provision  for losses on leases and loans and the  write-offs to
continue at higher than historical  levels. The General Partner will continue to
monitor the leases and loans in this portfolio for indications of  deterioration
in the portfolio and impairment and will record a provision for losses on leases
and loans as soon as losses become probable.

         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 $1,799,000 during 2002, as compared to $5,248,000 during
2001. The decrease in the net cash generated during 2002 is due to a decrease in
principal  payments  from notes  receivable  and payments on  financing  leases.
Payments from notes  receivable  and  financing  leases  decreased  during 2002,
compared to 2001, as a result of the Partnership's declining investment in notes
receivable and financing leases.  The original cost of the equipment sold during
the year ended December 31, 2002 was $6,970,000,  compared to $4,708,000 for the
equipment sold in 2001.

         The  Partnership  received  proceeds  from  the  sale of  equipment  of
$269,000 for the year ended December 31, 2002, compared to $153,000 for the same
period in the previous year. The net book value of the equipment sold during the
year ended  December  31, 2002 was  $547,000  compared to $117,000  for the same
period in 2001.

         As of December 31, 2002, the Partnership owned equipment being held for
lease with an original cost of $379,000 and a net book value of $3,000, compared
to  $4,219,000  and $65,000,  respectively,  at December  31, 2001.  The General
Partner is actively  engaged,  on behalf of the Partnership,  in remarketing and
selling the  Partnership's  equipment as it becomes  available.  At December 31,
2002,  the  Partnership  owned  equipment  with an  aggregate  original  cost of
approximately $1.5 million, as compared to $8.0 million at December 31, 2001.

         The cash  distributed  to partners for the year ended December 31, 2002
was  $4,527,000,  as compared to $4,580,000  during the year ended  December 31,
2001. 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  $4,392,000 and
$4,443,000 in  distributions  during the year ended  December 31, 2002 and 2001,
respectively.   The  cumulative  distributions  to  the  Limited  Partners  were
$41,844,000 and $37,452,000 as of December 31, 2002 and 2001, respectively.  The
General Partner  received  $136,000 and $137,000 in cash  distributions  for the

                                       7
<PAGE>

years ended December 31, 2002 and 2001, respectively. The Partnership expects to
wind up its  operations  and liquidate  its  remaining  assets during 2003. As a
result,  no regular  distributions  will be made during 2003, but it is expected
that once the assets of the Partnership have been sold a final distribution will
be made.

         As  stated in the  Partnership's  prospectus,  redemptions  were at the
discretion of the General Partner. Redemptions were $89,000 and $156,000 for the
years ended December 31, 2002 and 2001, respectively.

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

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


                                       8
<PAGE>


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

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

                          YEAR ENDED DECEMBER 31, 2002
                          ----------------------------



                                       9
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


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

We  have  audited  the  accompanying  balance  sheet  of  Phoenix  Leasing  Cash
Distribution Fund V, L.P. (the "Partnership") (a California limited partnership)
as  of  December  31,  2002,  and  the  related  statements  of  operations  and
comprehensive income (loss),  partners' capital and cash flows for the year then
ended.  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 audit. The financial  statements of Phoenix Leasing Cash
Distribution  Fund V, L.P,  as of  December  31,  2001,  were  audited  by other
auditors whose report dated February 8, 2002,  expressed an unqualified  opinion
on those financial statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  audit  provides  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,  2002,  and the  results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.




San Ramon, California,                                      Armanino McKenna LLP
  January 31, 2003



                                       10
<PAGE>

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


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

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

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

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

                                                             Arthur Andersen LLP


San Francisco, California,
  February 8, 2002





This is a copy of the audit report  previously  issued by Arthur Andersen LLP in
connection with Phoenix Leasing Cash  Distribution Fund V, L.P.'s filing on Form
10-KSB for the year ended  December  31,  2001.  This audit  report has not been
reissued by Arthur Andersen LLP in connection with this filing on Form 10-KSB.


                                       11
<PAGE>

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


                                                               December 31, 2002
                                                               -----------------
ASSETS

Cash and cash equivalents                                           $6,259

Accounts receivable (net of allowance for losses on accounts
   receivable of $199)                                                 108

Notes receivable (net of allowance for losses on notes
   receivable of $95)                                                  464

Equipment on operating leases and held for lease (net of
   accumulated depreciation of $317)                                     3

Net investment in financing leases (net of allowance for
   lease losses of $17)                                                318

Capitalized acquisition fees (net of accumulated amortization
   of $3,450)                                                           18

Other assets                                                             4
                                                                    ------

     Total Assets                                                   $7,174
                                                                    ======


LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

   Accounts payable and accrued expenses                            $  180
                                                                    ------

     Total Liabilities                                                 180
                                                                    ------

Partners' Capital:

   General Partner                                                      26

   Limited Partners, 5,000,000 units authorized, 2,045,838
     units issued and 1,822,933 units outstanding                    6,968
                                                                    ------

     Total Partners' Capital                                         6,994
                                                                    ------

     Total Liabilities and Partners' Capital                        $7,174
                                                                    ======

        The accompanying notes are an integral part of these statements.

                                       12
<PAGE>

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

                                                For the Years Ended December 31,
                                                        2002       2001
                                                        ----       ----
REVENUE

   Rental income                                      $   448    $   521
   Interest income, notes receivable                      408        773
   Gain on sale of equipment                              165         37
   Earned income, financing leases                        163        408
   Interest income                                        137        365
   Other income                                            15         26
   Gain on sale of securities                            --          384
                                                      -------    -------

     Total Revenue                                      1,336      2,514
                                                      -------    -------

EXPENSES

   Provision for losses on leases and loans               701      2,760
   Depreciation                                           174        434
   Legal expense                                          120        179
   Amortization of acquisition fees                        92        214
   Reimbursed administrative costs to General
     Partner                                               84         79
   General and administrative expenses                     82        117
   Management fees to General Partner                      81        193
   Lease related operating expenses                        27         53
                                                      -------    -------

     Total Expenses                                     1,361      4,029
                                                      -------    -------

NET LOSS                                                  (25)    (1,515)

Other comprehensive loss:
   Unrealized losses on securities:
     Unrealized holding losses arising during period     --           (2)
                                                      -------    -------

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

COMPREHENSIVE LOSS                                    $   (25)   $(1,517)
                                                      =======    =======


NET LOSS PER LIMITED PARTNERSHIP UNIT                 $  (.09)   $  (.88)
                                                      =======    =======

ALLOCATION OF NET INCOME (LOSS):
   General Partner                                    $   135    $   121
   Limited Partners                                      (160)    (1,636)
                                                      -------    -------

                                                      $   (25)   $(1,515)
                                                      =======    =======

        The accompanying notes are an integral part of these statements.

                                       13
<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, 2000            $       43    1,861,289   $   17,843   $        2   $   17,888

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

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

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

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

Balance, December 31, 2001                    27    1,840,232       11,608         --         11,635

Net income (loss)                            135         --           (160)        --            (25)

Distributions to partners ($2.40 per
   limited partnership unit)                (136)        --         (4,391)        --         (4,527)

Redemptions of capital                      --        (17,299)         (89)        --            (89)
                                      ----------   ----------   ----------   ----------   ----------

Balance, December 31, 2002            $       26    1,822,933   $    6,968   $     --     $    6,994
                                      ==========   ==========   ==========   ==========   ==========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       14
<PAGE>

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


                                                For the Years Ended December 31,
                                                       2002         2001
                                                       ----         ----
Operating Activities:
--------------------

   Net loss                                           $   (25)    $(1,515)

   Adjustments to reconcile net loss to net
     cash provided by operating activities:
       Depreciation                                       174         434
       Amortization of acquisition fees                    92         214
       Gain on sale of equipment                         (165)        (37)
       Gain on sale of securities                        --          (384)
       Provision for losses on financing
         leases                                           222       1,003
       Provision for losses on notes receivable           420       1,607
       Provision for losses on accounts
         receivable                                        59         150
       Increase (decrease) in accounts receivable           3        (149)
       Decrease (increase) in other assets                 (4)         67
       Decrease in accounts payable and accrued
         expenses                                        (386)       (324)
                                                      -------     -------

   Net cash provided by operating activities              390       1,066
                                                      -------     -------

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

   Principal payments, financing leases                   508       1,768
   Principal payments, notes receivable                   901       2,414
   Proceeds from sale of equipment                        269         153
   Proceeds from sale of securities                      --           384
   Payment of acquisition fees                           --          (159)
                                                      -------     -------

   Net cash provided by investing activities            1,678       4,560
                                                      -------     -------

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

   Redemptions of capital                                 (89)       (156)
   Distributions to partners                           (4,527)     (4,580)
                                                      -------     -------

   Net cash used in financing activities               (4,616)     (4,736)
                                                      -------     -------

Increase (decrease) in cash and cash
  equivalents                                          (2,548)        890

Cash and cash equivalents, beginning of year            8,807       7,917
                                                      -------     -------

Cash and cash equivalents, end of year                $ 6,259     $ 8,807
                                                      =======     =======

Supplemental Disclosure of Non-Cash
-----------------------------------
  Investing Activities:
  --------------------
  Reclassification of financing leases to
     equipment on operating leases                    $   352     $ 1,607


        The accompanying notes are an integral part of these statements.

                                       15
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002

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.

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

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

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

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

         The General  Partner  will be  compensated  for  services  performed in
connection  with the  analysis  of  assets  available  to the  Partnership,  the
selection  of such  assets  and the  acquisition  thereof,  including  obtaining
lessees for the equipment,  negotiating and concluding  master lease  agreements
with certain lessees. As compensation for such acquisition services, the General
Partner will receive a fee equal to 3%, subject to certain  limitations,  of (a)
the purchase price of equipment  acquired by the Partnership or equipment leased
to  customers  by  manufacturers,  the  financing  for which is  provided by the
Partnership,  or (b) financing  provided to businesses such as cable  operators,
emerging growth companies, or security monitoring system companies, payable upon
such  acquisition  or  financing,  as the  case  may be.  Acquisition  fees  are
amortized  over the life of the assets  principally  on a  straight-line  basis.
There were no  acquisition  fees paid to the General  Partner in the years ended
December 31, 2002 and 2001.

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

                                                      2002         2001
                                                      ----         ----
                                                    (Amounts in Thousands)

         Management fees                               $ 81        $193
         Cash distributions                             136         137
                                                       ----        ----

                Total                                  $217        $330
                                                       ====        ====


                                       16
<PAGE>

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

         The  Partnership  will acquire such  limited  partnership  units for an
amount  equal to 85% of the  "accrual  basis  capital  account"  relating to the
redeemed units.  The  Partnership  will retain the remaining 15% of the "accrual
basis capital account" relating to the redeemed units.  Redemptions  retained by
the  Partnership  were $13,000 and $25,000  during the years ended  December 31,
2002 and 2001,  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  maturities  at date of  purchase  of less  than 90 days.  The
Company places its cash and temporary cash  investments with high credit quality
institutions. At December 31, 2002 and 2001 and throughout the years then ended,
such investments were in excess of FDIC insurance limits.

         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 is  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  uncollectible  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.

                                       17
<PAGE>

         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  continually  evaluates  the carrying  value of rental
equipment in accordance with Statement of Financial Accounting Standards No. 144
(SFAS No.  144),  "Accounting  for the  Impairment  or  Disposal  of  Long-Lived
Assets".  Under SFAS No.  144,  rental  equipment  is  reviewed  for  impairment
whenever events or circumstances  have occurred that would indicate the carrying
amount may not be fully  recoverable.  An  impairment  loss is recognized if the
fair  value is less than the  carrying  amount of the  long-lived  assets  being
evaluated. The Partnership determines fair value based upon the condition of the
equipment  and the projected  net cash flows from its sale  considering  current
market  conditions.  The  Partnership  accounts for  impairment  losses  through
depreciation expense.

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

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

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

         Effective  January 1, 2001,  the  Partnership  adopted SFAS No. 133, as
amended by SFAS No. 138, which  establishes  accounting and reporting  standards
requiring that every  derivative  instrument be recorded in the balance sheet as
either an asset or as a liability  measured at its fair value.  During 2001, the
Partnership  had  warrants  to  purchase  marketable  equities  covered  by this
statement.  The Partnership  previously  carried these warrants at fair value on
the  balance  sheet and changes in fair value were  reported  as a component  of
other  comprehensive  income on the  Statements of Partners'  Capital.  With the
adoption of SFAS No. 133, as amended by SFAS No. 138, these warrants are carried
at fair value on the  balance  sheet and  changes in fair value are  reported as
part of other income on the  Statements of Operations and  Comprehensive  Income
(Loss). The effect of the change was not material.  As of December 31, 2002, the
Partnership does not have any warrants to purchase marketable equities.

         Reclassification.  Certain  2001  amounts  have  been  reclassified  to
conform  to the 2002  presentation.  These  reclassifications  had no  impact on
previously reported net income or partners' capital.

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

         Comprehensive   Income.  For  the  Partnership,   comprehensive  income
includes net income  reported on the Statements 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:

                                                                 2002
                                                                 ----
                                                         (Amounts in Thousands)

         Lease payments                                          $ 245
         Property and sales tax                                     62
                                                                 -----
                                                                   307
         Less: allowance for losses on accounts receivable        (199)
                                                                 -----

              Total                                              $ 108
                                                                 =====



                                       18
<PAGE>

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

         Notes receivable consist of the following at December 31:

                                                                   2002
                                                                   ----
                                                          (Amounts in Thousands)
         Notes receivable from emerging growth companies,
              with stated interest ranging from 13% to
              18% per annum, receivable in installments
              ranging from 37 to 54 months, collateralized
              by a security interest in the equipment
              financed.                                            $205

         Notes receivable from other businesses, with
              stated interest ranging from 11% to 16% per
              annum, receivable in installments ranging
              from 59 to 85 months, collateralized by
              the equipment financed.                               354
                                                                   ----
                                                                    559
         Less:  allowance for losses on notes receivable            (95)
                                                                   ----

              Total                                                $464
                                                                   ====

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

                                                          (Amounts in Thousands)

         2003...................................................   $250
         2004...................................................     92
         2005...................................................     30
         2006...................................................    -
         2007...................................................    -
                                                                   ----

         Total minimum payments to be received..................    372
         Impaired notes receivable..............................    226
         Less:  unearned interest...............................    (39)
         Less:  allowance for losses............................    (95)
                                                                   ----

         Net investment in notes receivable.....................   $464
                                                                   ====

         At  December  31,  2002,  the  recorded  investment  in notes  that are
considered to be impaired was $226,000, net of specific write-downs of $649,000.
Additionally,  the allowance for losses on notes  receivable  includes  specific
reserves of $73,000  and $0 for  impaired  loans at December  31, 2002 and 2001,
respectively.  The average recorded investment in impaired loans during the year
ended  December 31, 2002 and 2001 was $232,000 and $662,000,  respectively.  The
Partnership recognized $62,000 and $242,000 of interest income on impaired notes
receivable during the years ended December 31, 2002 and 2001, respectively.


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

                                                   2002          2001
                                                   ----          ----
                                                 (Amounts in Thousands)

         Beginning balance                        $   127      $   163
              Provision for losses                    420        1,607
              Write downs                            (452)      (1,643)
                                                  -------      -------
         Ending balance                           $    95      $   127
                                                  =======      =======



                                       19
<PAGE>

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

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

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

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

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

                                                                  2002
                                                                  ----
                                                         (Amounts in Thousands)

         Minimum lease payments to be received                   $ 404
              Less:  unearned income                               (69)
                     allowance for lease losses                    (17)
                                                                 -----

         Net investment in financing leases                      $ 318
                                                                 =====

         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)

         2003.....................................     $ -              $ 335
         2004.....................................       -                 69
         2005.....................................       -                -
         2006.....................................       -                -
         2007.....................................       -                -
                                                       -----            -----

         Total                                         $ -              $ 404
                                                       =====            =====

         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,  are held at estimated net realizable  value, and will be depreciated
over their remaining  estimated  useful lives 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, 2002 was $3,000.


Note 6.       Accounts Payable and Accrued Expenses.
              -------------------------------------

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

                                                                   2002
                                                                   ----
                                                          (Amounts in Thousands)

         Equipment lease operations                                $ 50
         Other                                                       52
         General Partner and Affiliates                              34
         Security deposits                                           33
         Trade                                                       11
                                                                   ----

              Total                                                $180
                                                                   ====

                                       20
<PAGE>

Note 7.       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, except
for an $800  state  minimum  tax,  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, 2002:

                          Reported Amounts        Tax Basis       Net Difference
                                           (Amounts in Thousands)

         Assets               $7,174               $7,713               539
         Liabilities             180                  287               107

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

                                                              2002      2001
                                                              ----      ----
                                                          (Amounts in Thousands)

         Net loss for financial reporting purposes          $   (25)  $(1,515)

         Adjustments for tax purposes:
              Tax depreciation in excess of book               (501)     (843)
              Difference in rental income recognition           226     1,786
              Excess of book gain on sale of equipment
                over tax gain on sale of equipment           (1,297)     (340)
              Book valuation allowances not recognized
                for taxpurposes                                 701     2,759
              Bad debt expense                                 (456)   (1,675)
              Other                                             (13)      (25)
                                                            -------   -------

         Net income (loss) for federal income tax
            purposes                                        $(1,365)  $   147
                                                            =======   =======


Note 8.       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 9.       Net Income (Loss) and Distributions per Limited Partnership Unit.
              ----------------------------------------------------------------

         Net income (loss) and distributions  per limited  partnership unit were
based on the Limited Partner's share of net income (loss) and distributions, and
the weighted average number of units  outstanding of 1,831,351 and 1,851,751 for
the years ended  December 31, 2002 and 2001,  respectively.  For the purposes of
allocating income (loss) and  distributions to each individual  Limited Partner,
the Partnership  allocates net income (loss) and  distributions  based upon each
respective Limited Partner's net capital contributions.


Note 10.      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.

                                       21
<PAGE>

         The reimbursed administrative costs to the General Partner were $84,000
and $79,000 for the years ended  December 31, 2002 and 2001,  respectively.  The
equipment  storage,  remarketing  and data  processing  costs  reimbursed to the
General  Partner  during the years ended December 31, 2002 and 2001 were $44,000
and $90,000, respectively.

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


Note 11.      Fair Value of Financial Instruments.
              -----------------------------------

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


Note 12.      Subsequent Events.
              -----------------

         In January 2003, cash  distributions  of $34,000 and $561,000 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 65, 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, the parent company of PLI.

         GARY W.  MARTINEZ,  age 52, 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 30, is Vice President,  Chief Financial Officer
and a Director of PLAII. He has been associated with PLI since 1998. Mr. Gregson
oversees  the  Finance  Department.  He  is  responsible  for  the  structuring,
planning,  and monitoring of the  partnerships  sponsored by the General Partner
and its affiliates. In addition, Mr. Gregson oversees the maintenance of banking
relationships,  the  treasury  and  financial  reporting  functions  and various
support  services  for PLI.  Mr.  Gregson  graduated  with a B.A. in Physics and
Economics from Amherst College.

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

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

         Phoenix Leasing American Business Fund, L.P.

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

         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 2002, all such
required reports were filed on a timely basis.

                                       23
<PAGE>

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      $    81(1)                  $    0               $    0
                                              ======                      =====                =====

</TABLE>

(1)  consists of management fees.


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

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

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

              (1)                           (2)                        (3)
         Title of Class          Amount Beneficially Owned      Percent of Class
         --------------          -------------------------      ----------------

     General Partner Interest   Represents a 1% interest in the          100%
                                Registrant's profits, as defined,
                                and a 3% interest in distributions,
                                until the Limited Partners have
                                recovered  their capital contributions
                                plus a cumulative return of 10%
                                per annum, compounded quarterly,
                                on the unrecovered portion thereof.
                                Thereafter, the General Partner will
                                receive 15% interest in the
                                Registrant's profits and distributions.

     Limited Partner Interest   3,850 units                               .21


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

         None.


                                       24
<PAGE>

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

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

              Balance Sheet as of December 31, 2002                        12
              Statements of Operations and Comprehensive Income
                (Loss) for the Years Ended December 31, 2002
                and 2001                                                   13
              Statements of Partners' Capital for the Years
                Ended December 31, 2002 and 2001                           14
              Statements of Cash Flows for the Years Ended
                December 31, 2002 and 2001                                 15
              Notes to Financial Statements                           16 - 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:

         Filed  on  September  12,  2002  related  to  Changes  in  Registrants'
Certifying Accountant.

(c)      Exhibits

         21.      Consolidated Balance Sheets of Phoenix Leasing
                  Associates II, Inc.                                E21    1-4

                  Balance Sheets of Phoenix Leasing
                  Associates II L.P.                                 E21    5-8

         99.01    Certification pursuant to 18 U.S.C. Section
                  1350, as adopted Pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002.

         99.02    Certification pursuant to 18 U.S.C. Section
                  1350, as adopted Pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002.


Item 14.      Controls and Procedures.
              -----------------------

         Based on their  evaluation of the  effectiveness  of the  Partnership's
disclosure controls and procedures as of a date within 90 days prior to the date
of the filing of this  report,  the  President  and Chief  Financial  Officer of
Phoenix  Leasing  Associates  II, Inc., the general  partner of Phoenix  Leasing
Associates II L.P., the Partnership's  general partner, have each concluded that
the  Partnership's   disclosure   controls  and  procedures  are  effective  and
sufficient to ensure that the Partnership record, process, summarize, and report
information  required to be disclosed in its  periodic  reports  filed under the
Securities  Exchange Act within the time periods specified by the Securities and
Exchange Commission's rules and forms.

         Subsequent  to the  date of such  evaluation,  there  have not been any
significant  changes in the Partnership's  internal controls or in other factors
that could significantly affect these controls,  including any corrective action
with regard to significant deficiencies and material weaknesses.



                                       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 28, 2003     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 28, 2003
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gus Constantin)


/S/ GARY W. MARTINEZ    Senior Vice President and a Director of   March 28, 2003
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gary W. Martinez)


/S/ ANDREW N. GREGSON   Vice President, Chief Financial           March 28, 2003
----------------------  Officer and a Director of                 --------------
(Andrew N. Gregson)     Phoenix Leasing Associates II, Inc.

                                       26
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Gus Constantin, certify that:

1.       I have reviewed  this annual  report on Form 10-KSB of Phoenix  Leasing
         Cash Distribution Fund V, L.P.;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:
         (a)  designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              annual report is being prepared;
         (b)  evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and
         (c)  presented  in  this  annual  report  our  conclusions   about  the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):
         (a)  all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and
         (b)  any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


/S/ GUS CONSTANTIN
--------------------------------------
Gus Constantin
President
Date: March 28, 2003


<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Andrew Gregson, certify that:

1.       I have reviewed  this annual  report on Form 10-KSB of Phoenix  Leasing
         Cash Distribution Fund V, L.P.;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:
         (a)  designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              annual report is being prepared;
         (b)  evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and
         (c)  presented  in  this  annual  report  our  conclusions   about  the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):
         (a)  all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and
         (b)  any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


/S/ ANDREW GREGSON
--------------------------------------
Andrew Gregson
Chief Financial Officer
Date: March 28, 2003