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, 1997      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 $6,627,000.

As of December 31, 1997,  1,925,475 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, 1997.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format:

                               Yes _____ No __X__


                                  Page 1 of 25

<PAGE>



                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                         1997 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 and Supplementary Data...................      8
Item 8.    Disagreements on Accounting and Financial Disclosure Matters..     22


                                    PART III

Item 9 .   Directors and Executive Officers of the Registrant............     22
Item 10.   Executive Compensation........................................     23
Item 11.   Security Ownership of Certain Beneficial Owners and Management     24
Item 12.   Certain Relationships and Related Transactions................     24


                                     PART IV

Item 13.   Exhibits, Financial Statement Schedules and Reports on Form 8-K    24


Signatures...............................................................     25


                                        2


<PAGE>



                                     PART I
Item 1.    Business.

General Development of Business.

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

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

        From the initial formation of the Partnership through December 31, 1997,
the total  investments  in equipment  leases,  investments in joint ventures and
financing transactions (loans) approximate $96,012,034. The average initial firm
term of contractual  payments from equipment  subject to lease was 46.80 months,
and the average initial net monthly payment rate as a percentage of the original
purchase price was 2.70%. The average initial firm term of contractual  payments
from loans was 51.29 months.

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

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

Narrative Description of Business.

        The  Partnership has acquired and intends to acquire and lease equipment
pursuant to either  "Operating"  leases or "Financing"  leases.  At December 31,
1997, approximately 97% of the equipment owned by the Partnership was classified
as Financing  leases.  The  Partnership has also provided and intends to provide
financing  secured by assets in the form of notes  receivable.  Operating leases
are generally  short-term  leases under which the lessor will receive  aggregate
rental  payments  in an  amount  that is less  than  the  purchase  price of the
equipment.  Financing  leases are  generally  for a longer  term under which the
noncancellable  rental  payments due during the initial term of the lease are at
least sufficient to recover the purchase price of the equipment.

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


                                        3
<PAGE>



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

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

Other.

        A brief  description of the type of assets in which the  Partnership has
invested  through December 31, 1997,  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,  1997,  the  Partnership  owns  equipment  and  has
outstanding  loans to borrowers with an aggregate  original cost of $47,378,000.
The following  table  summarizes the type of equipment  owned or financed by the
Partnership,  including its pro rata interest in joint ventures, at December 31,
1997.

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

Furniture and Fixtures                             $ 15,353             32%
Capital Equipment Leased to Emerging
 Growth Companies                                    10,576             22
Computer Peripherals                                  6,487             14
Small Computer Systems                                3,517              8
Financing of emerging growth companies                4,051              8
Financing of other businesses                         5,008             11
Telecommunications                                    1,484              3
Miscellaneous                                           902              2
                                                   --------            ---

 TOTAL                                             $ 47,378            100%
                                                   ========            ===

(1) These amounts include the Partnership's pro rata interest in equipment joint
    ventures  of  $2,938,000,  financing  joint  ventures of  $290,000,  cost of
    equipment  on  financing   leases  of  $24,749,000   and  original  cost  of
    outstanding loans of $8,769,316 at December 31, 1997.

Item 3.    Legal Proceedings.

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


                                        4


<PAGE>



                                     PART II

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

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



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

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

    (b) Approximate number of equity security investments:

                                                      Number of Unit Holders
                     Title of Class                   as of December 31, 1997
           ----------------------------------         -----------------------

           Limited Partners                                    2,380
           General Partner                                         1


                                        5


<PAGE>



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

Results of Operations

        Phoenix  Leasing  Cash  Distribution  Fund  V,  L.P.  (the  Partnership)
reported net income of $3,917,000 and $2,158,000 during the years ended December
31, 1997 and 1996,  respectively.  The increase in net income for the year ended
December  31, 1997,  compared to 1996,  is  attributable  to a decrease in total
expenses,  primarily  depreciation expense,  which exceeded the decline in total
revenues.

        Total  revenues  decreased by $735,000  for the year ended  December 31,
1997, compared to the prior year . The decrease in total revenues in 1997 is due
to decreases  in rental  income and earned  income from  financing  leases.  The
decline in rental  income of  $1,450,000  for the year ended  December 31, 1997,
compared  to the  previous  year,  is a result of a  reduction  in the amount of
equipment owned by the Partnership.  At December 31, 1997, the Partnership owned
equipment with an aggregate  original cost of $35.4  million,  compared to $40.8
million at December 31, 1996.

        The decrease in earned income from financing  leases of $604,000 for the
year ended  December  31,  1997,  compared to the prior  year,  is a result of a
decline in the  Partnership's  investment in financing  leases.  At December 31,
1997, the Partnership  had a net investment in financing  leases of $11 million,
compared to $15.1  million at December 31,  1996.  The  investment  in financing
leases, as well as earned income from financing  leases,  will decrease over the
lease term as the Partnership  amortizes income over the life of the lease using
the  interest  method.  This  decrease  will be offset  in part by a  continuous
investment  of the  excess  cash flows of the  Partnership  in new  leasing  and
financing  transactions  over  the life of the  Partnership.  During  1997,  the
Partnership made new investments in financing  leases of $3.8 million,  compared
to $4.4 million during 1996.

        The decline in rental income and earned income from financing leases for
the year ended  December  31,  1997,  compared to 1996,  is in part offset by an
increase in gain on sale of securities  and an increase in interest  income from
notes  receivable.  The  Partnership  reported a gain on sale of  securities  of
$1,255,000 for the year ended  December 31, 1997,  compared to $390,000 in 1996.
The  securities  sold for both 1996 and 1997  consisted of common stock received
through the exercise of stock  warrants  granted to the  Partnership  as part of
financing  agreements with emerging growth  companies that are publicly  traded.
The  Partnership  received  proceeds of $1,255,000 and $403,000 from the sale of
these securities during the year ended December 31, 1997 and 1996, respectively.
In  addition,  at December 31, 1997,  the  Partnership  owns shares of stock and
stock warrants in emerging  growth  companies  that are publicly  traded with an
unrealized  gain of  approximately  $4,000  compared to $369,000 at December 31,
1996.  These stock  warrants  contain  certain  restrictions,  but are generally
exercisable within one year.

        The increase in interest  income from notes  receivable  of $342,000 for
the year ended  December  31, 1997,  compared to 1996,  is  attributable  to new
investments made in notes receivable  during 1996 and 1997. The Partnership made
new  investments  in notes  receivable  of $5.2 million and $2.7 million for the
years ended December 31, 1997 and 1996, respectively.

        Total  expenses  decreased by $2,494,000 for the year ended December 31,
1997,  compared to the prior year.  The  decrease  in total  expenses  for 1997,
compared to 1996,  is primarily  due to a reduction in  depreciation  expense of
$2,458,000. The decrease in depreciation expense is attributable to a decline in
the amount of equipment owned, as well as, a portion of the equipment  portfolio
having become fully  depreciated.  Additionally,  depreciation was higher during
1996 than  1997 due to the  Partnership  providing  additional  depreciation  on
various  leases  that had  come to the end of  their  initial  term,  where  the
estimated  fair  market  value was not  expected to exceed the net book value of
such leases.  Included in depreciation  expense for the years ended December 31,
1997 and 1996 was  additional  depreciation  expense  of  $4,000  and  $758,000,
respectively.

        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


                                        6
<PAGE>



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

        The cash generated from leasing and financing activities during the year
ended December 31, 1997 was $12,374,000,  as compared to $13,665,000  during the
year ended December 31, 1996. The reduction in cash generated is attributable to
a decline  in rental  income,  as  previously  discussed.  During the year ended
December 31, 1996, the net cash generated from leasing and financing activities,
combined with the cash on hand,  were used for the repayment of debt and for the
payment of cash  distributions  to the partners.  During the year ended December
31, 1996, the Partnership paid off its outstanding debt of $3,594,000.

        The  Partnership  will  continue  to  reinvest  the  cash  generated  by
operating  and financing  activities  in new leasing and financing  transactions
over the life of the  Partnership.  During the year ended December 31, 1997, the
Partnership  invested  $3,774,000  in equipment  leases and  $5,222,000 in notes
receivable,  as compared to  investments  of $4,421,000 in equipment  leases and
$2,676,000 in notes receivable in 1996.

        As of December 31, 1997, the Partnership  owned equipment being held for
lease with an  original  cost of  $4,347,000  and a net book value of  $233,000,
compared to $3,945,000  and $278,000,  respectively,  at December 31, 1996.  The
General  Partner  is  actively  engaged,  on  behalf  of  the  Partnership,   in
remarketing and selling the Partnership's equipment as it becomes available.

        The Partnership received proceeds from the sale of equipment of $337,000
for the year ended  December  31, 1997,  compared to  $1,255,000  for 1996.  The
decrease in proceeds for the year ended December 31, 1997,  compared to 1996, is
a result of less sales activity  during 1997 compared to 1996.  The  Partnership
sold  equipment  with an aggregate  original  cost of $9.2 million  during 1997,
compared to $14.1 million during 1996.

        Distributions  from joint  ventures for the year ended December 31, 1997
were  $1,402,000  compared to $436,000 for 1996.  The increase in  distributions
from joint ventures for the year ended  December 31, 1997,  compared to 1996, is
due to one equipment  joint venture's  outstanding  debt being repaid in full in
November of 1996.  As a result, this joint venture began making distributions in
1997.

        The cash  distributed  to partners for the year ended  December 31, 1997
was  $3,996,000,  as compared to $4,064,000  during the year ended  December 31,
1996. In accordance with the  Partnership  Agreement,  the limited  partners are
entitled to 97% of the cash available for  distribution  and the General Partner
is entitled to 3%. As a result,  the limited  partners  received  $3,876,000 and
$3,941,000 in  distributions  during the year ended  December 31, 1997 and 1996,
respectively.   The  cumulative  distributions  to  the  Limited  Partners  were
$20,225,000 and $16,349,000 as of December 31, 1997 and 1996, respectively.  The
General Partner  received  $120,000 and $123,000 in cash  distributions  for the
year ended December 31, 1997 and 1996,  respectively.  The Partnership  plans to
make  quarterly  distributions  to partners  during 1998 at the same rate as the
current distributions.

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

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


                                        7


<PAGE>





















               Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                                YEAR ENDED DECEMBER 31, 1997














                                        8


<PAGE>














                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We  have  audited  the  accompanying  balance  sheet  of  Phoenix  Leasing  Cash
Distribution Fund V, L.P. (a California limited  partnership) as of December 31,
1997 and the related statements of operations,  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 statements of operations,
partners'  capital and cash flows of Phoenix Leasing Cash  Distribution  Fund V,
L.P. as of December 31, 1996,  were audited by other auditors whose report dated
January 20, 1997, expressed an unqualified opinion on these statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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,  1997,  and the  results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.

                                                          ARTHUR ANDERSEN LLP


San Francisco, California
  January 23, 1998


                                        9


<PAGE>



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

                                                              December 31, 1997
ASSETS                                                        -----------------

Cash and cash equivalents                                         $  5,087

Accounts receivable (net of allowance for losses
  on accounts receivable of $220)                                      264

Notes receivable (net of allowance for losses on
  notes receivable of $368)                                          6,514

Equipment on operating leases and held for lease (net
  of accumulated depreciation of $7,035)                               293

Net investment in financing leases (net of allowance for
  early terminations of $341)                                       10,974

Investment in joint ventures                                           353

Capitalized acquisition fees (net of accumulated
  amortization of $2,326)                                              550

Other assets                                                            42
                                                                  --------
    Total Assets                                                  $ 24,077
                                                                  ========
LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

  Accounts payable and accrued expenses                           $    884
                                                                  --------

    Total Liabilities                                                  884
                                                                  --------
Partners' Capital:

  General Partner                                                      (38)

  Limited Partners, 5,000,000 units authorized, 2,045,838
    units issued and 1,925,475 units outstanding                    23,227

  Unrealized gains on available-for-sale securities                      4
                                                                  --------
    Total Partners' Capital                                         23,193
                                                                  --------
    Total Liabilities and Partners' Capital                       $ 24,077
                                                                  ========
                 The accompanying notes are an integral part of
                                these statements.


                                       10


<PAGE>



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

                                               For the Years Ended December 31,
                                                        1997       1996
                                                        ----       ----
INCOME

  Rental income                                        $1,879     $3,329

  Earned income, financing leases                       2,039      2,643

  Interest income, notes receivable                       771        429

  Equity in earnings from joint ventures, net             372        324

  Gain on sale of securities                            1,255        390

  Other income                                            311        247
                                                       ------     ------

    Total Income                                        6,627      7,362
                                                       ------     ------


EXPENSES

  Depreciation                                            565      3,023

  Amortization of acquisition fees                        311        372

  Lease related operating expenses                         90        237

  Management fees to General Partner                      459        486

  Reimbursed administrative costs to General Partner      333        370

  Interest expense                                       --          131

  Provision for losses on receivables                     609        350

  Legal expense                                           219        107

  General and administrative expenses                     124        128
                                                       ------     ------

    Total Expenses                                      2,710      5,204
                                                       ------     ------

NET INCOME                                             $3,917     $2,158
                                                       ======     ======

NET INCOME PER LIMITED PARTNERSHIP UNIT                $ 1.94     $ 1.02
                                                       ======     ======

ALLOCATION OF NET INCOME:

  General Partner                                      $  158     $  143

  Limited Partners                                      3,759      2,015
                                                       ------     ------

                                                       $3,917     $2,158
                                                       ======     ======

                 The accompanying notes are an integral part of
                                these statements.


                                       11


<PAGE>



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


                            General
                           Partner's    Limited Partners'    Unrealized  Total
                            Amount    Units          Amount    Gains     Amount
                           ---------  ---------------------  ----------  ------

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

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

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

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

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

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

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

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

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

Change for the year in
  unrealized gain on
  available-for-sale
  securities                 --           --          --        (365)      (365)
                            -----     ---------    --------   ------   --------

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


                 The accompanying notes are an integral part of
                                these statements.


                                       12


<PAGE>



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


                                                         For the Years Ended
                                                            December 31,
                                                          1997        1996
                                                          ----        ----
Operating Activities:
  Net income                                            $ 3,917     $ 2,158
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation                                          565       3,023
      Amortization of acquisition fees                      311         372
      Gain on sale of equipment                            (124)       (197)
      Equity in earnings from joint ventures, net          (372)       (324)
      Gain on sale of securities                         (1,255)       (390)
      Provision for early termination, financing leases     184         281
      Provision for losses on notes receivable              308          69
      Provision for losses on accounts receivable           117        --
      Decrease (increase) in accounts receivable           (194)        185
      Increase (decrease) in accounts payable
        and accrued expenses                               (308)        124
      Decrease in other assets                               89         107
                                                        -------     -------

  Net cash provided by operating activities               3,238       5,408
                                                        -------     -------

Investing Activities:
  Principal payments, financing leases                    7,403       7,496
  Principal payments, notes receivable                    1,733         761
  Proceeds from sale of equipment                           337       1,255
  Proceeds from sale of securities                        1,255         403
  Distributions from joint ventures                       1,402         436
  Investment in financing leases                         (3,774)     (4,421)
  Investment in notes receivable                         (5,222)     (2,676)
  Investment in joint ventures                             --           (46)
  Investment in securities                                 --           (13)
  Payment of acquisition fees                              (204)       (255)
                                                        -------     -------

  Net cash provided by investing activities               2,930       2,940
                                                        -------     -------

Financing Activities:
  Payments of principal, notes payable                     --        (3,594)
  Redemptions of capital                                   (225)       (681)
  Distributions to partners                              (3,996)     (4,064)
                                                        -------     -------

  Net cash used by financing activities                  (4,221)     (8,339)
                                                        -------     -------

Increase in cash and cash equivalents                     1,947           9

Cash and cash equivalents, beginning of period            3,140       3,131
                                                        -------     -------

Cash and cash equivalents, end of period                $ 5,087     $ 3,140
                                                        =======     =======

Supplemental Cash Flow Information:
  Cash paid for interest expense                        $  --       $   130

                 The accompanying notes are an integral part of
                                these statements.


                                       13


<PAGE>



                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997

Note 1.    Organization and Partnership Matters.

        Phoenix  Leasing Cash  Distribution  Fund V, L.P., a California  limited
partnership  (the  "Partnership"),  was  formed  on July 9,  1990,  to invest in
capital  equipment of various types and to lease such equipment to third parties
on either a long-term or short-term  basis, and to provide financing to emerging
growth  companies and cable  television  system  operators.  The Partnership met
minimum   investment   requirements  on  January  7,  1992.  The   Partnership's
termination date is December 31, 2003.

        The  Partnership  has  also  made  investments  in joint  ventures  with
affiliated  partnerships  managed  by the  General  Partner  for the  purpose of
reducing the risks of financing or acquiring certain capital equipment leased to
third parties (see Note 6).

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

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

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

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

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

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

                                                   1997         1996
                                                   ----         ----
                                                  (Amounts in Thousands)
      Management fees                            $   459     $    486
      Acquisition fees                               270          213
      Cash distributions                             120          123
                                                 -------     --------

                                                 $   849     $    822
                                                 =======     ========


                                       14


<PAGE>



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

      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 $34,000 and $99,000  during the years ended  December 31, 1997
and  1996,  respectively.   "Accrual  basis  capital  account"  is  computed  in
accordance  with the books and records  regularly  maintained by the Partnership
for financial reporting purposes, utilizing the accrual method of accounting.


Note 2.    Summary of Significant Accounting Policies.

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

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

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

      Impaired Notes Receivable.  Generally,  notes receivable are classified as
impaired  and the  accrual of interest  on such notes is  discontinued  when the
contractual  payment of  principal  or  interest  has become 90 days past due or
management has serious doubts about further  collectibility  of the  contractual
payments,  even  though  the  loan  may  currently  be  performing.  When a note
receivable is classified as impaired,  income  recognition is discontinued.  Any
payments  received  subsequent  to the  placement of the note  receivable  on to
impaired  status  will  generally  be  applied  towards  the  reduction  of  the
outstanding  note  receivable  balance,  which may  include  previously  accrued
interest as well as principal.  Once the principal and accrued  interest balance
has been reduced to zero,  the  remaining  payments  will be applied to interest
income.  Generally,  notes  receivable  are restored to accrual  status when the
obligation is brought current,  has performed in accordance with the contractual
terms for a  reasonable  period of time and the ultimate  collectibility  of the
total contractual principal and interest is no longer in doubt.

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

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

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

      The Partnership's  policy is to review periodically the remaining expected
economic life of its rental  equipment in order to determine the  probability of
recovering its  undepreciated  cost. Such reviews  address,  among other things,
recent and anticipated  technological  developments affecting computer equipment
and competitive  factors within the computer  marketplace.  Where reviews of the
equipment portfolio indicate that rentals plus anticipated  sales proceeds  will


                                       15


<PAGE>



not  exceed  expenses  in  any  future  period,  the  Partnership   revises  its
depreciation policy and will provide additional depreciation as appropriate.  As
a  result  of  such  periodic  reviews,   the  Partnership  provided  additional
depreciation expense of $4,000 and $758,000 ($0 and $.39 per limited partnership
unit) for the years ended December 31, 1997 and 1996, respectively.

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

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

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

      Investment  in   Available-for-Sale   Securities.   The   Partnership  has
investments  in stock and stock  warrants  in  public  companies  that have been
determined to be available for sale. Available-for-sale securities are stated at
their fair market  value,  with the  unrealized  gains and losses  reported in a
separate component of partners' capital.

      Reclassification.  Certain 1996 amounts have been  reclassified to conform
to the 1997 presentation.

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


Note 3.    Accounts Receivable.

      Accounts receivable consist of the following at December 31:

                                                              1997
                                                              ----
                                                     (Amounts in Thousands)

        Lease payments                                       $  409
        Property taxes                                           69
        Interest                                                  6
                                                             ------
                                                                484
        Less: allowance for losses on
               accounts receivable                             (220)
                                                             ------

   Total                                                     $  264
                                                             ======


Note 4.    Notes Receivable:

        Notes receivable consist of the following at December 31:

                                                              1997
                                                              ----
                                                     (Amounts in Thousands)
        Notes receivable from emerging growth
           companies, with stated interest ranging
           from 10% to 22% per annum, receivable
           in installments ranging from 36 to 49
           months, collateralized by a security
           interest in the equipment financed.             $  2,579

        Notes receivable from other businesses,
           with stated interest ranging from 13%
           to 18% per annum, receivable in
           installments ranging from 35 to 85
           months, collateralized by the equipment
           financed.                                          4,303
                                                           --------

                                                              6,882


                                       16
<PAGE>



        Less:  allowance for losses on notes
                receivable                                     (368)
                                                           --------

           Total                                           $  6,514
                                                           ========

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

                                                     (Amounts in Thousands)

        1998..........................................     $  2,590
        1999..........................................        2,304
        2000..........................................        2,287
        2001..........................................        1,017
        2002..........................................          395
        Thereafter....................................          132
                                                           --------

        Total minimum payments to be received.........        8,725
        Impaired notes receivable.....................          219
        Less:  unearned interest......................       (2,062)
        Less:  allowance for losses...................         (368)
                                                           --------

        Net investment in notes receivable............     $  6,514
                                                           ========

        At  December  31,  1997,  the  recorded  investment  in  notes  that are
considered  to be impaired is $219,000 for which there is no related  allowance.
The average recorded investment in impaired loans during the year ended December
31,  1997  and  1996  was  approximately  $73,000  and  $0,  respectively.   The
Partnership  recognized interest income totaling $24,000 and $470,000 from these
impaired notes during the year ended December 31, 1997 and 1996, respectively.

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

                                                              1997
                                                              ----
                                                     (Amounts in Thousands)

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


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

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

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

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

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


                                       17


<PAGE>



                                                              1997
                                                              ----
                                                    (Amounts in Thousands)

        Minimum lease payments to be received              $ 13,602

        Less:  unearned income                               (2,287)
               allowance for early termination                 (341)
                                                           --------
        Net investment in financing leases                 $ 10,974
                                                           ========

        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)

        1998..................................        $  753        $ 6,483
        1999..................................           123          3,765
        2000..................................            26          2,001
        2001..................................            21            960
        2002..................................             2            376
        Thereafter............................           -               17
                                                      ------        -------

        Total                                         $  925        $13,602
                                                      ======        =======

        The net book value of  equipment  held for lease at  December  31,  1997
amounted to $233,000.


Note 6.    Investment in Joint Ventures.

Equipment Joint Venture.

        On August 1, 1994, the Partnership  entered into an agreement along with
two other affiliated  partnerships to contribute certain leased assets and notes
receivable (the "Assets") to Phoenix  Acceptance  Limited Liability  Company,  a
Delaware  limited  liability  company  (the "Joint  Venture")  in exchange for a
32.48% equity interest in the Joint Venture.  The interest received in the Joint
Venture  was  accounted  for  at  the  historical   cost  basis  of  the  Assets
transferred.  The Partnership has accounted for its net investment in this Joint
Venture using the equity method of  accounting.  The Joint Venture was organized
to hold title to the assets and subsequently transfer such assets to a trust for
the purpose of the trust  issuing two classes of lease  backed  certificates  to
third parties in exchange for cash proceeds.  The transaction  between the Joint
Venture and the trust has been  accounted for as a financing.  The Joint Venture
retains a residual interest in the assets transferred through the ownership of a
third class of subordinated trust  certificates.  The lease backed  certificates
are recourse only to the assets used to collateralize the obligation.

        The net carrying value of such assets  contributed by the Partnership to
the Joint Venture was approximately $7.9 million and the total carrying value of
all of the  assets  contributed  by all three  partnerships  approximated  $24.7
million.  The net proceeds  from the  issuance of the lease backed  certificates
were  distributed back to the partnerships who contributed to the Joint Venture.
On August 5, 1994, the Joint Venture received  proceeds from the issuance of the
7.1% Class A lease backed certificates in the principal amount of $18.5 million.
On August 12, 1994, the Joint Venture received proceeds from the issuance of the
8.25% Class B lease backed certificates in the principal amount of $5.3 million.
In November 1996, the lease backed certificates were paid in full.

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


                                       18


<PAGE>



        An analysis  of the  Partnership's  investment  in the  equipment  joint
venture is as follows:
                                                                         Net
                Net Investment                                        Investment
                at Beginning                 Equity in                 at End
Date              of Period    Contributions Earnings  Distributions  of Period
----            -------------- ------------- --------- -------------  ----------
                                      (Amounts in Thousands)

Year Ended
 December 31, 1996   $1,179       $    46     $  285      $  350        $1,160
                     ======       =======     ======      ======        ======

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


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

                                                    December 31, 1997
                                                    -----------------
                                                  (Amounts in Thousands)

        Assets                                          $   730
        Liabilities                                         156
        Partners' Capital                                   574

                                              For the Years Ended December 31,
                                                  1997              1996
                                                  ----              ----
                                                   (Amounts in Thousands)

        Revenue                                 $ 1,129           $ 2,025
        Expenses                                     78             1,149
        Net Income                                1,051               876

        As of December  31, 1997,  the  Partnership's  pro rata  interest in the
equipment joint venture's net book value of off-lease equipment was $0.

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

Financing Joint Venture.

        The Partnership  owns a 25% interest in Phoenix Joint Venture 1994-2,  a
Financing  Joint  Venture.  This  investment  is accounted  for using the equity
method of accounting.  The other partners of the venture are entities  organized
and managed by the General Partner.

        An analysis of the  Partnership's  investment  account in the  Financing
Joint Venture is as follows:
                                                                         Net
                Net Investment                                        Investment
                at Beginning                 Equity in                 at End
Date              of Period    Contributions Earnings  Distributions  of Period
----            -------------- ------------- --------- -------------  ----------
                                      (Amounts in Thousands)

Year Ended
 December 31, 1996   $  270       $  --       $   39      $   86        $  223
                     ======       =======     ======      ======        ======

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

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


                                       19


<PAGE>



                                                    December 31, 1997
                                                    -----------------
                                                  (Amounts in Thousands)

        Assets                                          $   803
        Liabilities                                         136
        Partners' Capital                                   667

                                              For the Years Ended December 31,
                                                  1997              1996
                                                  ----              ----
                                                  (Amounts in Thousands)

        Revenue                                 $   127           $   162
        Expenses                                     25                 6
        Net Income                                  102               156

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


Note 7.    Accounts Payable and Accrued Expenses.

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

                                                          1997
                                                          ----
                                                  (Amounts in Thousands)

        Equipment Lease Operations                      $   525
        General Partner and Affiliates                      232
        Security Deposits                                    65
        Other                                                62
                                                        -------

           Total                                        $   884
                                                        =======


Note 8.    Income Taxes.

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

        The net  differences  between the tax basis and the reported  amounts of
the Partnership's assets and liabilities are as follows at December 31, 1997:

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

        Assets              $ 24,077            $ 22,987           $ 1,090
        Liabilities              884                 519               365


Note 9.    Related Entities.

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


                                       20


<PAGE>



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

        Net income and distributions per limited  partnership unit were based on
the Limited  Partner's share of net income and  distributions,  and the weighted
average  number of units  outstanding  of 1,936,473  and 1,968,615 for the years
ended December 31, 1997 and 1996,  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 11.   Reimbursed Costs to the General Partner and Affiliates.

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

        The reimbursed administrative costs to the General Partner were $333,000
and $370,000 for the years ended December 31, 1997 and 1996,  respectively.  The
equipment  storage,  remarketing  and data  processing  costs  reimbursed to the
General  Partner  during the years ended December 31, 1997 and 1996 were $87,000
and $200,000, respectively.

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


Note 12.   Fair Value of Financial Instruments.

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


Note 13.   Subsequent Events.

        In January 1998, cash distributions of $30,000 and $475,000 were made to
the General and Limited Partners, respectively.


                                       21


<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 60, is  President,  and a Director  of PLAII.  Mr.
Constantin received a B.S. degree in Engineering from the University of Michigan
and a Master's Degree in Management Science from Columbia University.  From 1969
to 1972,  he  served  as  Director,  Computer  and  Technical  Equipment  of DCL
Incorporated  (formerly  Diebold Computer Leasing  Incorporated),  a corporation
formerly  listed on the  American  Stock  Exchange,  and as Vice  President  and
General  Manager of DCL Capital  Corporation,  a wholly-owned  subsidiary of DCL
Incorporated.  Mr.  Constantin  was actively  engaged in marketing  manufacturer
leasing  programs  to  computer  and  medical  equipment  manufacturers  and  in
directing DCL Incorporated's IBM System/370 marketing activities. Prior to 1969,
Mr.  Constantin was employed by IBM as a data  processing  systems  engineer for
four years.  Mr.  Constantin  is an  individual  general  partner in four active
partnerships and is an NASD registered principal.  Mr. Constantin is the founder
of PLI and the beneficial  owner of all of the common stock of Phoenix  American
Incorporated.

        GARY W. MARTINEZ,  age 47, is Executive Vice President,  Chief Operating
Officer and a Director of PLAII.  He has been associated with PLI since 1976. He
manages the Asset Management Department, which is responsible for lease and loan
portfolio   management.   This  includes   credit   analysis,   contract  terms,
documentation  and  funding;  remittance  application,   change  processing  and
maintenance  of customer  accounts;  customer  service,  invoicing,  collection,
settlements and litigation;  negotiating lease renewals,  extensions,  sales and
buyouts; and management information  reporting.  From 1973 to 1976, Mr. Martinez
was a Loan Officer with Crocker National Bank, San Francisco.  Prior to 1973, he
was an Area Manager with Pennsylvania Life Insurance Company.  Mr. Martinez is a
graduate of California State University, Chico.

        HOWARD SOLOVEI, age 36, is the Chief Financial Officer,  Treasurer and a
Director  of PLA II. He has been  associated  with PLI since 1984.  Mr.  Solovei
oversees  the  Finance  Department.  He  is  responsible  for  the  structuring,
planning,  and monitoring of the  partnerships  sponsored by the General Partner
and its  affiliates,  as well as  maintaining  the  banking  relationships.  Mr.
Solovei graduated with a B.S. in Business  Administration from the University of
California, Berkeley.

        BRYANT J. TONG, age 43, is Senior Vice President,  Financial  Operations
of PLAII.  He has been with PLI since 1982. Mr. Tong is responsible for investor
services and overall company  financial  operations.  He is also responsible for
the technical and  administrative  operations of the cash management,  corporate
accounting,  partnership accounting,  accounting systems,  internal controls and
tax  departments,  in addition to Securities  and Exchange  Commission and other
regulatory  agency  reporting.  Prior to his association  with PLI, Mr. Tong was
Controller-Partnership  Accounting with the Robert A. McNeil Corporation for two
years and was an auditor with Ernst & Whinney  (succeeded by Ernst & Young) from
1977 through 1980.  Mr. Tong holds a B.S. in Accounting  from the  University of
California, Berkeley, and is a Certified Public Accountant.

        CYNTHIA E. PARKS, age 42, is Senior Vice President,  General Counsel and
Secretary  of PLAII.  Prior to joining  PLI in 1984,  she was with GATX  Leasing
Corporation,  and had  previously  been  Corporate  Counsel for Stone  Financial
Companies,  and an  Assistant  Vice  President  of the  Bank  of  America,  Bank
Amerilease Group. She has a bachelor's  degree from Santa Clara University,  and
earned her J.D. from the University of San Francisco School of Law.

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


                                       22


<PAGE>



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


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

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

        The General  Partner (and any corporate  general  partner of the General
Partner) of the  Registrant,  and the executive  officers of the General Partner
(or any corporate  general  partner of the General  Partner) of the  Registrant,
file reports  pursuant to Section 16(a) of the Securities  Exchange Act of 1934,
as amended.  Based solely on the Registrant's review of the copies of such forms
received by the Registrant,  the Registrant believes that, during 1997, all such
required  reports  were filed on a timely  basis,  except for  reports on Form 3
(Initial  Statement of Beneficial  Ownership of Securities) filed late by Howard
Solovei and Cynthia E. Parks,  each an executive  officer of the General Partner
(or any corporate general partner of the General Partner) of the Registrant.  No
units of limited partnership interest are held by such executive officers.

Certain Legal Proceedings.

        On October 28, 1997 a Class Action  Complaint was filed against  Phoenix
Leasing  Incorporated,  Phoenix  Leasing  Associates,  II and III L.P.,  Phoenix
Securities  Inc.  and  Phoenix  American   Incorporated   (the  "Companies")  in
California  Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution  Funds I through V (the
"Partnerships").  The  Companies  were served with the  Complaint on December 9,
1997. The Complaint  seeks  declaratory and other relief  including  accounting,
receivership,  imposition of  constructive  trust and judicial  dissolution  and
winding up of the Partnerships,  and damages based on fraud, breach of fiduciary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.  The  Companies  received  an  extension  of  time to  answer  the
Complaint  and formal  discovery  has not  commenced.  The  Companies  intend to
vigorously defend the Complaint.


Item 10.   Executive Compensation.

        Set forth is the information relating to all direct remuneration paid or
accrued by the Registrant during the last year to the General Partner.
<TABLE>
        (A)                 (B)                            (C)                                (D)

                                                      Cash and cash-                     Aggregate of
Name of Individual      Capacities in                 equivalent forms                   contingent forms
or persons in group     which served                  of remuneration                    of remuneration
-------------------     -------------     -------------------------------------------    ----------------
                                                   (C1)                 (C2)
                                                                  Securities or property
                                       Salaries, fees, directors' insurance benefits or
                                       fees, commissions, and     reimbursement, personal
                                       bonuses                    benefits
                                       ------------------------   -----------------------
                                                     (Amounts in Thousands)
<S>                     <C>                  <C>                         <C>                  <C>
Phoenix Leasing
  Associates II L.P.    General Partner      $   729(1)                  $    0               $    0
                                              ======                      =====                =====

(1)  consists of management and acquisition fees.
</TABLE>

                                       23


<PAGE>



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

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

        (b)The General  Partner or its  affiliates  of the  Registrant  owns the
           equity securities of the Registrant set forth in the following table:
<TABLE>
             (1)                                   (2)                                  (3)
        Title of Class                 Amount Beneficially Owned                 Percent of Class
        --------------                 -------------------------                 ----------------
<S>                            <C>                                                       <C>
    General Partner Interest   Represents a 3% interest in the Registrant's profits      100%
                               and distributions, until the Limited Partners have
                               recovered their capital contributions plus a
                               cumulative return of 10% per annum, compounded
                               quarterly, on the unrecovered portion thereof.
                               Thereafter, the General Partner will receive 15%
                               interest in the Registrant's profits and distributions.

    Limited Partner Interest   1,550 units                                                 -
</TABLE>

Item 12.   Certain Relationships and Related Transactions.

        None.

                                     PART IV

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

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

           Balance Sheet as of December 31, 1997                            10
           Statements of Operations for the Years Ended
            December 31, 1997 and 1996                                      11
           Statements of Partners' Capital for the Years
            Ended December 31, 1997 and 1996                                12
           Statements of Cash Flows for the Years Ended
            December 31, 1997 and 1996                                      13
           Notes to Financial Statements                                 14-21

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

(b)     Reports on Form 8-K:

        No reports on Form 8-K were filed for the  quarter  ended  December  31,
        1997.

(c)     Exhibits

        21.Additional Exhibits:

           a)  Balance Sheet of Phoenix Leasing Associates II, Inc.    E21 1-4

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

        27.  Financial Data Schedule


                                       24


<PAGE>



                                   SIGNATURES

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

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

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

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



   Date:  March 24, 1998       By: /S/ GUS CONSTANTIN
          --------------           --------------------------
                                   Gus Constantin, President


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

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


/S/ GUS CONSTANTIN      President and a Director of               March 24, 1998
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gus Constantin)        General Partner


/S/ GARY W. MARTINEZ    Senior Vice President and a Director of   March 24, 1998
----------------------  Phoenix Leasing Associates II, Inc.       --------------
(Gary W. Martinez)      General Partner


/S/ HOWARD SOLOVEI      Chief Financial Officer,                  March 24, 1998
----------------------  Treasurer and a Director of               --------------
(Howard Solovei)        Phoenix Leasing Associates II, Inc.
                        General Partner


/S/ BRYANT J. TONG      Senior Vice President,                    March 24, 1998
----------------------  (Principal Accounting Officer)            --------------
(Bryant J. Tong)        Phoenix Leasing Associates II, Inc.
                        General Partner


                                       25