UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-KSB

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

 For the fiscal year ended December 31, 2000      Commission File Number 0-18278


                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
--------------------------------------------------------------------------------
                        A CALIFORNIA LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

        California                                        68-0191380
-------------------------------             ------------------------------------
(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 $2,648,000.

As of December 31, 2000,  6,192,840 Units of Limited  Partnership  interest were
outstanding.  No  market  exists  for the  Units  of  Partnership  interest  and
therefore there exists no aggregate market value at December 31, 2000.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format:

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


                                  Page 1 of 25
<PAGE>

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP

                         2000 FORM 10-KSB ANNUAL REPORT


                                TABLE OF CONTENTS


                                                                            Page

                                     PART I

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


                                     PART II

Item 5.       Market for the Registrant's Securities and Related
                Security Holder Matters..................................     5
Item 6.       Management's Discussion and Analysis of Financial
                Condition and Results of Operations......................     6
Item 7.       Financial Statements.......................................     8
Item 8.       Disagreements on Accounting and Financial Disclosure
                Matters..................................................    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  IV,  a  California  limited
partnership (the Partnership), was organized on August 22, 1989. The Partnership
was registered  with the Securities  and Exchange  Commission  with an effective
date of December 27, 1989 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  was
scheduled to terminate on December 31, 2000 and is  anticipated  to close in the
near term. The General  Partner is 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  initial  public  offering  was  for  3,750,000  units  of  limited
partnership  interest at a price of $20 per unit.  During 1991, the  Partnership
increased  the  public  offering  up  to  a  maximum  of  6,500,000  units.  The
Partnership  completed its public  offering on December 27, 1991. As of December
27, 1991, the  Partnership  sold 6,492,727 units for a total  capitalization  of
$129,847,540. Of the proceeds received through the offering, the Partnership has
incurred $16,292,000 in organizational and offering expenses.

Narrative Description of Business.

Equipment Leasing and Financing Operations
------------------------------------------

         From the initial  formation  of the  Partnership  through  December 31,
2000,  the total  investments  in equipment  leases and  financing  transactions
(loans),  including the  Partnership's  pro rata interest in investments made by
joint  ventures,  approximate  $273,825,000.  The average  initial  firm term of
contractual  payments from equipment subject to lease was 43.43 months,  and the
average  initial  net  monthly  payment  rate as a  percentage  of the  original
purchase price was 2.71%. The average initial term of contractual  payments from
loans was 61.21 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,  terminal  systems,  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.

         In addition to  acquiring  equipment  for lease to third  parties,  the
Partnership,  either directly or through the investment in joint  ventures,  has
provided  limited  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.

         During the Partnership  offering,  the Partnership acquired significant
amounts of  equipment  or assets and  provided  financing  with the net offering
proceeds. In addition, the Partnership has acquired equipment through the use of
debt financing.  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  has been used to
provide for debt service,  to provide cash distributions to the Partners and the
remainder was reinvested in capital equipment or other assets.

         The  Partnership has acquired and leased  equipment  pursuant to either
"Operating"  leases or "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

                                       3
<PAGE>

noncancellable  rental  payments due during the initial term of the lease are at
least sufficient to recover the purchase price of the equipment.

         Competition.  The General Partner has  concentrated  the  Partnership's
activities in the equipment  leasing and financing  industry,  an area where the
General Partner has developed an expertise.  The 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 as of December 31, 2000, together with information  concerning the uses
of assets is set forth in Item 2.


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

Equipment Leasing and Financing Operations.

         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 to businesses located throughout the United States.

         As of December 31,  2000,  the  Partnership  has  outstanding  loans to
borrowers  with an  aggregate  original  cost of $73,000.  The  following  table
summarizes  the type of equipment  financed by the  Partnership  at December 31,
2000.

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

Financing of Other Businesses            $       73                100%
                                         ----------                ---

TOTAL                                    $       73                100%
                                         ==========                ===


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

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


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.


                                       4
<PAGE>

                                     PART II

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

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

         (b)  Approximate Number of Equity Security Investments:

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

              Limited Partners                                    7,733
              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 IV (the  Partnership)  reported
net income of  $1,744,000  for the year ended  December 31, 2000, as compared to
$2,292,000  during 1999.  The decline in net income  during 2000, as compared to
1999,  is due  primarily  to a  decrease  in  revenues  generated  from  leasing
activities.

         The decrease in total  income of $274,000  for the year ended  December
31, 2000,  as compared to 1999,  is primarily the result of a decrease in earned
income from financing leases of $259,000,  interest income from notes receivable
of $299,000 and gain on sale of securities of $96,000.  These declines in income
were in part offset by an increase in rental income of $107,000, gain on sale of
equipment of $66,000,  earnings from joint ventures of $207,000 and other income
of $414,000.

         The decrease in earned income from financing leases of $259,000 for the
year ended December 31, 2000, as compared to prior year, is due to a decrease in
the  Partnership's net investment in financing leases to $0 at December 31, 2000
from $1.1 million at December 31, 1999. The investment in financing  leases,  as
well as earned income from  financing  leases,  decreases over the lease term as
the Partnership  amortizes  income over the lease term using the interest method
of accounting.

         Interest  income from notes  receivable  decreased  by $299,000 for the
year ended December 31, 2000,  compared to 1999. The decrease in interest income
from notes receivable,  for the year ended December 31, 2000,  compared to 1999,
is attributable to the decline in net investment in notes receivable,  which was
partially  offset by the receipt of an early  payoff of a note  receivable.  The
investment  in notes  receivable  was $0 at December  31,  2000,  compared to $2
million at December 31, 1999.

         The  Partnership  reported a gain on sale of securities of $524,000 for
the year ended  December 31, 2000,  compared to $620,000 in 1999. The securities
sold for both 2000 and 1999  consisted  of common  stock  received  through  the
exercise  of stock  warrants  granted to the  Partnership  as part of  financing
agreements  with  emerging  growth  companies  that  are  publicly  traded.  The
Partnership  received  proceeds of $524,000 and $620,000  from the sale of these
securities during the year ended December 31, 2000 and 1999, respectively.

         The increase in rental income is due to  settlements  related to rental
activity  being  recognized  as  income in the year  ended  December  31,  2000;
however, this was offset by a decrease in the Partnership's equipment portfolio.
As of December 31,  2000,  the  Partnership  owned  equipment  with an aggregate
original cost of $0 compared to $10 million at December 31, 1999.

         Total  expenses  increased by $274,000  during year ended  December 31,
2000,  as compared  to 1999.  The  increase  in total  expenses is a result of a
recovery  of the  provision  for losses on  receivables  of $549,000 in the year
ended December 31, 1999.  This recovery is due primarily to a change in estimate
of the provision for early  termination of financing  leases.  This increase was
partially  offset by a  decrease  in nearly  all of the other  items  comprising
expenses,  with depreciation  expense  contributing the largest decrease.  These
decreases are the result of the continued  decrease in the size of the equipment
portfolio.  Depreciation  expense  decreased  $166,000 during 2000,  compared to
1999. The Partnership has sold all of its remaining equipment as of December 31,
2000.

         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  reported net cash generated by equipment  leasing
and financing  activities  of $3,401,000  during 2000, as compared to $5,581,000
during  1999.  The  decrease in the net cash  generated  during 2000 is due to a
decrease in payments on financing leases offset by a slight increase in payments
from notes receivable and rental income.

         The  Partnership  received cash  distributions  from joint  ventures of
$69,000 during 2000, as compared to cash  distributions of $477,000 during 1999.
The decrease in  distributions  from joint ventures is attributable to one joint
venture  closing  during the third quarter of 1999 and the another joint venture
closing during the first quarter of 2000.

                                       6
<PAGE>


         Proceeds from the sale of equipment increased by $319,000,  as a result
of an increase in sales activity of the Partnership's  equipment portfolio.  The
Partnership  sold  equipment  with a book value of  $252,000  for the year ended
December 31, 2000, compared to $12,000 for the same period in 1999.

         As of December 31, 2000, the Partnership owned equipment being held for
lease with an  original  cost of $0 and a net book value of $0, as  compared  to
equipment  with an original cost of $3,432,000 and a net book value of $8,000 at
December 31, 1999. The Partnership has sold all of its remaining equipment as of
December 31, 2000.

         The total cash distributed to partners during 2000 was $11,000,000,  as
compared  to  $5,958,000   during  1999.  In  accordance  with  the  partnership
agreement,  the limited  partners are entitled to 95% of the cash  available for
distribution and the General Partner is entitled to 5%. As a result, the limited
partners received $10,476,000 and $5,632,000 during 2000 and 1999, respectively.
The  cumulative  cash  distributions  to limited  partners was  $133,410,000  at
December 31, 2000, as compared to $122,934,000 at December 31, 1999. The General
Partner  received  $524,000 and $326,000 for its share of the cash available for
distribution during 2000 and 1999, respectively.  The Partnership is planning to
make a final distribution in 2001.

         As provided for by the partnership  agreement,  the General Partner has
determined  to  exercise  its  discretion  that no  further  redemptions  in the
Partnership will be permitted after March 31, 1998.

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


                                       7
<PAGE>


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

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                   ------------------------------------------
                        A CALIFORNIA LIMITED PARTNERSHIP
                        --------------------------------

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



                                       8
<PAGE>

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


To the  Partners of Phoenix  Leasing  Cash  Distribution  Fund IV, a  California
limited partnership:

We  have  audited  the  accompanying  balance  sheet  of  Phoenix  Leasing  Cash
Distribution Fund IV, a California  limited  partnership as of December 31, 2000
and the related  statements of operations and  comprehensive  income,  partners'
capital and cash flows for the years  ended  December  31, 2000 and 1999.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

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




San Francisco, California,                                   ARTHUR ANDERSEN LLP
  January 26, 2001



                                       9
<PAGE>

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP
                                  BALANCE SHEET
                 (Amounts in Thousands Except for Unit Amounts)


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

Cash and cash equivalents                                           $1,180
                                                                    ------

     Total Assets                                                   $1,180
                                                                    ======


LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

   Accounts payable and accrued expenses                            $   75
                                                                    ------

     Total Liabilities                                                  75
                                                                    ------

Partners' Capital:

   General Partner                                                    --

   Limited Partners, 6,500,000 units authorized, 6,492,727
     units issued, 6,192,840 units outstanding                       1,105
                                                                    ------

     Total Partners' Capital                                         1,105
                                                                    ------

     Total Liabilities and Partners' Capital                        $1,180
                                                                    ======


        The accompanying notes are an integral part of these statements.

                                       10
<PAGE>

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
               (Amounts in Thousands Except for Per Unit Amounts)

                                                For the Years Ended December 31,
                                                         2000      1999
                                                         ----      ----
INCOME

   Rental income                                       $   731   $   624
   Earned income, financing leases                          83       342
   Gain on sale of equipment                               201       135
   Gain on sale of securities                              524       620
   Interest income, notes receivable                       315       614
   Equity in earnings from joint ventures, net               6       213
   Interest income                                         640       369
   Other income                                            148         5
                                                       -------   -------

     Total Income                                        2,648     2,922
                                                       -------   -------

EXPENSES

   Depreciation                                              7       173
   Amortization of acquisition fees                        120       196
   Lease related operating expenses                         67        23
   Management fees to General Partner                      175       244
   Reimbursed administrative costs to General
     Partner                                               200       208
   Provision for (recovery of) losses on
     leases and loans                                       70      (549)
   Legal expenses                                          147       188
   General and administrative expenses                     118       147
                                                       -------   -------

     Total Expenses                                        904       630
                                                       -------   -------

NET INCOME                                               1,744     2,292

Other comprehensive loss:
   Unrealized gains on securities:
     Unrealized holding gains arising during period        483       279
     Less:  reclassification adjustment for gains
            included in net income                        (524)     (620)
                                                       -------   -------

Other comprehensive loss                                   (41)     (341)
                                                       -------   -------

COMPREHENSIVE INCOME                                   $ 1,703   $ 1,951
                                                       =======   =======


NET INCOME PER LIMITED PARTNERSHIP UNIT                $   .20   $   .32
                                                       =======   =======

ALLOCATION OF NET INCOME:
   General Partner                                     $   524   $   326
   Limited Partners                                      1,220     1,966
                                                       -------   -------

                                                       $ 1,744   $ 2,292
                                                       =======   =======

        The accompanying notes are an integral part of these statements.

                                       11
<PAGE>

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP
                         STATEMENTS OF PARTNERS' CAPITAL
                 (Amounts in Thousands Except for Unit Amounts)


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

<S>                                           <C>         <C>        <C>         <C>         <C>
Balance, December 31, 1998                    $    --     6,192,840  $  14,027   $     382   $  14,409

Distributions to partners ($.91 per limited
   partnership unit)                               (326)       --       (5,632)       --        (5,958)

Net income                                          326        --        1,966        --         2,292

Other comprehensive loss                           --          --         --          (341)       (341)
                                              ---------   ---------  ---------   ---------   ---------

Balance, December 31, 1999                         --     6,192,840     10,361          41      10,402

Distributions to partners ($1.69 per limited
   partnership unit)                               (524)       --      (10,476)       --       (11,000)

Net income                                          524        --        1,220        --         1,744

Other comprehensive loss                           --          --         --           (41)        (41)
                                              ---------   ---------  ---------   ---------   ---------

Balance, December 31, 2000                    $    --     6,192,840  $   1,105   $    --     $   1,105
                                              =========   =========  =========   =========   =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       12
<PAGE>

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)

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

   Net income                                         $  1,744   $  2,292

   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                          7        173
       Amortization of acquisition fees                    120        196
       Gain on sale of equipment                          (201)      (135)
       Gain on sale of securities                         (524)      (620)
       Equity in earnings from joint ventures, net          (6)      (213)
       Provision for (recovery of) early termination,
         financing leases                                   51       (586)
       Provision for (recovery of) losses on notes
         receivable                                        (21)        37
       Provision for losses on accounts receivable          40       --
       Decrease in accounts receivable                      55         10
       Decrease in other assets                             39         29
       Decrease in accounts payable and accrued
         expenses                                         (771)      (227)
                                                      --------   --------

Net cash provided by operating activities                  533        956
                                                      --------   --------

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

   Principal payments, financing leases                    787      2,704
   Principal payments, notes receivable                  2,081      1,921
   Proceeds from sale of equipment                         454        135
   Proceeds from sale of securities                        524        620
   Distributions from joint ventures                        69        477
                                                      --------   --------

Net cash provided by investing activities                3,915      5,857
                                                      --------   --------

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

   Distributions to partners                           (11,000)    (5,958)
                                                      --------   --------

Net cash used in financing activities                  (11,000)    (5,958)
                                                      --------   --------

Increase (decrease) in cash and cash equivalents        (6,552)       855

Cash and cash equivalents, beginning of period           7,732      6,877
                                                      --------   --------

Cash and cash equivalents, end of period              $  1,180   $  7,732
                                                      ========   ========


        The accompanying notes are an integral part of these statements.

                                       13
<PAGE>

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


Note 1.       Organization and Partnership Matters.
              ------------------------------------

         Phoenix  Leasing  Cash  Distribution  Fund  IV,  a  California  limited
partnership (the Partnership), was formed on July 14, 1989, 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 provide  financing to emerging growth
companies and cable television system operators. The Partnership met its minimum
investment  requirements  on  January  12,  1990.  The  Partnership's  scheduled
termination  date was December 31, 2000. The Partnership is anticipated to close
in the near term.

         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 5).

         For financial reporting purposes, Partnership income shall be allocated
as  follows:  (a)  first,  to the  General  Partner  equal to the  excess of the
cumulative  distributions  over the cumulative  profits allocated to the General
Partner for all prior accounting periods, (b) second, one percent to the General
Partner and 99% to the Limited Partners until the cumulative income so allocated
is equal to any cumulative  Partnership  loss and  syndication  expenses for the
current and all prior accounting  periods,  and (c) the balance,  if any, to the
Limited Partners.  All Partnership  losses shall be allocated one percent to the
General Partner and 99% to the Limited Partners.

         The General  Partner is entitled  to receive  five  percent of all cash
distributions  until the Limited  Partners have recovered  their initial capital
contributions plus a cumulative return of twelve percent per annum.  Thereafter,
the General Partner will receive 15% of all cash  distributions.  From inception
of the Partnership  until December 31, 1996, 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 three percent of
their  Capital  Contributions  (i.e.,  12% 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 subject to certain limitations,
the General Partner  receives a fee,  payable  quarterly,  in an amount equal to
3.5% 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  was   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 received a fee equal to four percent, subject to certain limitations, of
(a) the purchase  price of equipment  acquired by the  Partnership  or equipment
leased 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 other businesses,  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.

         Phoenix  Cable  Management  Inc.  (PCMI),  an  affiliate of the General
Partner,  provided  day  to day  management  services  in  connection  with  the
operation of Phoenix Westcom Cablevision (the Subsidiary). The Subsidiary paid a
management fee equal to four and one-half  percent of the System's monthly gross
revenue  for  these  services.  Revenues  subject  to a  management  fee  at the
Subsidiary level were not subject to management fees at the Partnership level.

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

                                       14
<PAGE>


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

        Management fees                                    $175            $244
        Cash distributions                                  524             326
                                                           ----            ----

         Total                                             $699            $570
                                                           ====            ====

       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. As provided for by the Partnership  Agreement,  the
General  Partner has  determined  to  exercise  its  discretion  that no further
redemptions in the Partnership will be permitted after March 31, 1998.


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

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

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

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

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

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

       Leasing  Operations.  The Partnership's  leasing operations  consisted 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.

                                       15
<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's  policy  is  to  review  periodically  the  expected
economic life of its rental  equipment in order to determine the  probability of
recovering its  undepreciated  cost. Such reviews  address,  among other things,
recent and anticipated  technological  developments affecting computer equipment
and competitive  factors within the computer  marketplace.  Where reviews of the
equipment  portfolio  indicate that rentals plus anticipated sales proceeds will
not  exceed  expenses  in  any  future  period,  the  Partnership   revises  its
depreciation policy and may provide additional depreciation as appropriate.

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

       Investments in Joint Ventures.  Minority investments in net assets of the
equipment,  financing and foreclosed  cable systems 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  had
investments in stock warrants in public  companies that have been  determined to
be available for sale.  Available-for-sale  securities were stated at their fair
market value,  with unrealized gains and losses reported as other  comprehensive
income.

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

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

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


Note 3.       Notes Receivable.
              ----------------

         At  December  31,  2000,  the  recorded  investment  in notes  that are
considered to be impaired was $0, net of specific  write-downs  of $32,000.  The
average recorded investment in impaired loans during the year ended December 31,
2000 and 1999 was $87,000 and $343,000, respectively. The Partnership recognized
$188,000 and $24,000 of interest income on impaired notes receivable  during the
years ended December 31, 2000 and 1999, respectively.

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

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

         Beginning balance                               $   409       $ 2,375
           Provision for (recovery of) losses                (21)           37
           Write downs                                      (388)       (2,003)
                                                          -------       -------
         Ending balance                                  $  --         $   409
                                                          =======       =======


Note 4.       Equipment on Operating Leases and Investment in Financing Leases.
              ----------------------------------------------------------------

         Equipment on lease consisted  primarily of computer  peripheral,  small
computers and other capital equipment.

                                       16
<PAGE>


         The  Partnership's  operating  leases were for  initial  lease terms of
approximately 24 to 48 months.  During the remaining terms of existing operating
leases,  the  Partnership  would 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  had  entered  into  direct  lease  arrangements  with
businesses  in  different  industries  located  throughout  the  United  States.
Generally,  it was the  responsibility  of the lessee to provide  maintenance on
leased equipment.  The General Partner  administered 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.


Note 5.       Investment in Joint Ventures.
              ----------------------------

Equipment Joint Venture.
-----------------------

         On August 1, 1994, the Partnership entered into an agreement along with
two other affiliated  partnerships to contribute certain leased assets and notes
receivable (the "Assets") to Phoenix  Acceptance  Limited Liability  Company,  a
Delaware limited  liability  company (the "Equipment Joint Venture") in exchange
for a 44.97%  equity  interest in the  Equipment  Joint  Venture.  The  interest
received in the Equipment Joint Venture was accounted for at the historical cost
basis of the Assets  transferred.  The  Partnership  has  accounted  for its net
investment  in  this  Equipment   Joint  Venture  using  the  equity  method  of
accounting.  The  Equipment  Joint  Venture was  organized  to hold title to the
Assets and  subsequently  transfer such Assets to a trust for the purpose of the
trust  issuing  two classes of lease  backed  certificates  to third  parties in
exchange for cash proceeds.  The transaction between the Equipment Joint Venture
and the trust has been accounted for as a financing  arrangement.  The Equipment
Joint Venture retains a residual interest in the Assets transferred  through the
ownership of a third class of subordinated trust certificates.  The lease backed
certificates  are  recourse  only  to  the  assets  used  to  collateralize  the
obligation.

         The net carrying value of such Assets contributed by the Partnership to
the  Equipment  Joint  Venture  was  approximately  $11.2  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  are  being  distributed  back  to  the  partnerships  who
contributed  to the Equipment  Joint  Venture.  On August 5, 1994, the Equipment
Joint  Venture  received  proceeds  from the issuance of the 7.10% 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.  The lease
backed certificates were paid in full in November 1996.

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


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


Year Ended
  December 31, 1999  $ 30            $ -         $231        $198        $ 63
                     ====            ====        ====        ====        ====

Year Ended
  December 31, 2000  $ 63            $ -         $  6        $ 69        $ -
                     ====            ====        ====        ====        ====


                                       17
<PAGE>

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

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

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

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

         The  General   Partner   earned  a  management   fee  of  3.5%  of  the
Partnership's  respective  interest  in gross  revenues of the  Equipment  Joint
Venture.  Cash  proceeds  subject to a  management  fee at the  Equipment  Joint
Venture level were not subject to management fees at the Partnership level.

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

         The Partnership owned a 25% interest in Phoenix Joint Venture 1994-2, a
Financing  Joint Venture.  This Financing  Joint Venture was closed during 1999.
This  investment  was accounted for using the equity method of  accounting.  The
other partners of the venture were entities organized and managed by the General
Partner.

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


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


Year Ended
  December 31, 1999   $ 99           $ -         $(39)        $ 60        $ -
                      ====           ====        ====         ====        ====

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

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

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

         The  General   Partner   earned  a  management   fee  of  3.5%  of  the
Partnership's  respective  interest in gross payments received for the Financing
Joint  Venture.  Revenues  subject to a management  fee at the  Financing  Joint
Venture level were not subject to management fees at the Partnership level.

Foreclosed Cable Systems Joint Ventures.
---------------------------------------

         The  Partnership  owned  interests in  Foreclosed  Cable  Systems Joint
Ventures along with other  partnerships  managed by the General  Partner and its
affiliates.  The Partnership  foreclosed upon  nonperforming  outstanding  notes
receivable to cable  television  operators to whom the  Partnership,  along with
other  affiliated  partnerships  managed by the General  Partner,  had  extended
credit.  The partnerships'  notes receivable were exchanged for interests (their
capital  contribution),  on a pro rata basis, in newly formed  Foreclosed  Cable
Systems  Joint  Ventures  owned by the  partnerships  and managed by the General
Partner.  Title to the cable television  systems was held by the joint ventures.
These investments were accounted for using the equity method of accounting.

                                       18
<PAGE>


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



Year Ended
  December 31, 1999   $198          $ -         $ 21        $219         $ -
                      ====          ====        ====        ====         ====

         The aggregate  combined  financial  information of the Foreclosed Cable
Systems Joint Ventures is presented as follows:

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

         Revenue                                   $ --            $245
         Expenses                                    --             187
         Net Income                                  --              58

         The remaining Foreclosed Cable System Joint Ventures were closed during
the year ended December 31, 1999.

         Phoenix  Cable  Management  Inc.  (PCMI),  an  affiliate of the General
Partner,  provided  day  to day  management  services  in  connection  with  the
operation of the Foreclosed  Cable Systems Joint Ventures.  The Foreclosed Cable
Systems Joint Ventures paid a management fee equal to four and one-half  percent
of the System's monthly gross revenue for these services.  Revenues subject to a
management  fee at the  Foreclosed  Cable  System Joint  Venture  level were not
subject to management fees at the Partnership level.

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

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

                                                                  2000
                                                                  ----
                                                          (Amounts in Thousands)

         General Partner and affiliates                            $12
         Other                                                      63
                                                                   ---

                                                                   $75
                                                                   ===


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 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 is as follows at December 31, 2000:

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

         Assets              $1,180              $1,180             $  -
         Liabilities             75                  73                 2


Note 8.       Related Entities.
              ----------------

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

                                       19
<PAGE>

Note 9.       Reimbursed Costs to the General Partner.
              ---------------------------------------

         The General Partner incurs 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
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
$200,000  and  $208,000  for  the  years  ended  December  31,  2000  and  1999,
respectively.  The equipment  storage,  remarketing  and data  processing  costs
reimbursed to the General  Partner  during the years ended December 31, 2000 and
1999 were $56,000 and $31,000 respectively.


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 6,192,840 for the years ended December
31,  2000  and  1999.   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.      Fair Value of Financial Instruments.
              -----------------------------------

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


Note 12.      Legal Proceedings.
              -----------------

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

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

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

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

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

         The Companies intend to vigorously defend the Consolidated Action.

         During the year  ended  December  31,  2000 and 1999,  the  Partnership
recorded  legal  expenses of  approximately  $0 and  $20,000,  respectively,  in
connection with the above litigation as indemnification to the General Partner.


                                       20
<PAGE>


Note 13.      New Accounting Pronouncements.
              -----------------------------

         Statement of Financial Accounting Standards No. 133, as amended by SFAS
138,  establishes  accounting  and  reporting  standards  requiring  that  every
derivative  instrument be recorded in the balance sheet as either an asset or as
a liability  measured at its fair value. The Partnership  currently has warrants
to purchase  marketable and  non-marketable  equities covered by this statement.
The  Partnership has quantified the impact of adopting SFAS 133 on its financial
statements  and based on the value of such  warrants  as of December  31,  2000,
derivative  assets  of  approximately  $0 would be  recognized  as a gain in the
statement of operations with an offsetting  amount as a reduction in accumulated
other  comprehensive  income.  Future changes in value will be recognized in the
statement of operations  with the offset to the derivative  asset on the balance
sheet.


                                       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  Incorporated,  a California  corporation.  The  directors  and
executive officers of Phoenix Leasing Incorporated (PLI) are as follows:

         GUS CONSTANTIN,  age 63, is President,  Chief  Executive  Officer and a
Director of PLI. Mr.  Constantin  received a B.S. degree in Engineering from the
University of Michigan and a Master's Degree in Management Science from Columbia
University.  From 1969 to 1972,  he served as Director,  Computer and  Technical
Equipment of DCL Incorporated  (formerly Diebold Computer Leasing Incorporated),
a  corporation  formerly  listed on the  American  Stock  Exchange,  and as Vice
President  and  General  Manager  of DCL  Capital  Corporation,  a  wholly-owned
subsidiary of DCL Incorporated. Mr. Constantin was actively engaged in marketing
manufacturer  leasing programs to computer and medical  equipment  manufacturers
and in directing DCL Incorporated's IBM System/370 marketing  activities.  Prior
to  1969,  Mr.  Constantin  was  employed  by IBM as a data  processing  systems
engineer for four years. Mr. Constantin is an individual general partner in four
active partnerships and is an NASD registered  principal.  Mr. Constantin is the
founder of PLI and the  beneficial  owner of all of the common  stock of Phoenix
American Incorporated.

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

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

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

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

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


                                       22
<PAGE>
Disclosure Pursuant to Section 16, Item 405 of Regulation S-K:

         The General  Partner (and any corporate  general partner of the General
Partner) of the  Registrant,  and the executive  officers of the General Partner
(or any corporate  general  partner of the General  Partner) of the  Registrant,
file reports  pursuant to Section 16(a) of the Securities  Exchange Act of 1934,
as amended.  Based solely on the Registrant's review of the copies of such forms
received by the Registrant,  the Registrant believes that, during 2000, all such
required reports were filed on a timely basis.

Certain Legal Proceedings.

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

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

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

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

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

         The Companies intend to vigorously defend the Consolidated Action.


Item 10. Executive Compensation.

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

<TABLE>
<CAPTION>
        (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
  Incorporated        General Partner         $   175                     $   0               $   0
                                              =======                     =====               =====

<FN>

(1)  consists of management fees.
</FN>

</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 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 5% interest in the              100%
                           Registrant's profits and
                           distributions, until the Limited
                           Partners have recovered their
                           capital contributions plus a
                           cumulative return of 12% 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   1,100 units                                  .02


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

         None.

                                     PART IV

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

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

              Balance Sheet as of December 31, 2000                        10
              Statements of Operations and Comprehensive Income
                for the Years Ended December 31, 2000 and 1999             11
              Statements of Partners' Capital for the Years
                Ended December 31, 2000 and 1999                           12
              Statements of Cash Flows for the Years Ended
                December 31, 2000 and 1999                                 13
              Notes to Financial Statements                           14 - 21

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

(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed for the quarter  ended  December  31,
         2000.

(c)      21.  Additional Exhibits.

              a) Balance Sheets of Phoenix Leasing Incorporated    E 21  1-15

         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 IV,
                                           A CALIFORNIA LIMITED PARTNERSHIP
                                                      (Registrant)

                                     BY:      PHOENIX LEASING INCORPORATED,
                                              A CALIFORNIA CORPORATION
                                              GENERAL PARTNER

         Date:  March 22, 2001       By:      /S/  GUS CONSTANTIN
                --------------                --------------------------
                                              Gus Constantin, President

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

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


/S/ GUS CONSTANTIN       President, Chief Executive Officer     March 22, 2001
-----------------------  and a Director of                      --------------
(Gus Constantin)         Phoenix Leasing Incorporated


/S/ GARY W. MARTINEZ     Executive Vice President,              March 22, 2001
-----------------------  Chief Operating Officer                --------------
(Gary W. Martinez)       and a Director of
                         Phoenix Leasing Incorporated



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



                                       25