UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   -----------

                                   FORM 10-QSB

  X    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
-----  OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

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

       For the transition  period from  ______________  to  ______________.

                         Commission file number 0-18278
                                                -------

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

            California                                    68-0191380
---------------------------------             ----------------------------------
      State of Jurisdiction                   I.R.S. Employer Identification No.


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

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
preceding requirements for the past 90 days.

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

6,192,840 Units of Limited Partnership Interest were outstanding as of March 31,
2000.

Transitional small business disclosure format:

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

                                  Page 1 of 13
<PAGE>

                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                         March 31,  December 31,
                                                           2000         1999
                                                           ----         ----
ASSETS
Cash and cash equivalents                                 $ 8,764     $ 7,732

Accounts receivable (net of allowance for losses on
   accounts receivable of $149 and $161 at March 31,
   2000 and December 31, 1999, respectively)                   82          95

Notes receivable (net of allowance for losses on
   notes receivable of $33 and $409 at March 31,
   2000 and December 31, 1999, respectively)                2,136       2,060

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $683 and
   $2,371 at March 31, 2000 and December 31, 1999,
   respectively)                                               13           8

Net investment in financing leases (net of allowance
   for early terminations of $12 and $11 at March
   31, 2000 and December 31, 1999, respectively)              741       1,090

Capitalized acquisition fees (net of accumulated
   amortization of $10,837 and $10,811 at March 31,
   2000 and December 31, 1999, respectively)                   94         120

Marketable securities                                         391          42

Other assets                                                 --           101
                                                          -------     -------

     Total Assets                                         $12,221     $11,248
                                                          =======     =======

LIABILITIES AND PARTNERS' CAPITAL
Liabilities

   Accounts payable and accrued expenses                  $   745     $   846
                                                          -------     -------
     Total Liabilities                                        745         846
                                                          -------     -------

Partners' Capital
   General Partner                                           --          --

   Limited  Partners, 6,500,000 units authorized,
     6,492,727 units issued, 6,192,840 units
     outstanding at March 31, 2000 and December 31,
     1999                                                  11,085      10,361

   Accumulated other comprehensive income                     391          41
                                                          -------     -------

     Total Partners' Capital                               11,476      10,402
                                                          -------     -------

Total Liabilities and Partners' Capital                   $12,221     $11,248
                                                          =======     =======

        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
               (Amounts in Thousands Except for Per Unit Amounts)
                                   (Unaudited)
                                                            Three Months Ended
                                                                  March 31,
                                                              2000        1999
                                                              ----        ----
INCOME
   Rental income                                            $   218     $   128
   Gain on sale of securities                                   155        --
   Earned income, financing leases                               63         132
   Interest income, notes receivable                             79         146
   Equity in earnings from joint ventures, net                    6          22
   Other income                                                 124          88
                                                            -------     -------
     Total Income                                               645         516
                                                            -------     -------

EXPENSES
   Depreciation                                                   7          81
   Amortization of acquisition fees                              26          67
   Lease related operating expenses                               7           3
   Management fees to General Partner                            41          69
   Reimbursed administrative costs to General Partner            67          58
   Provision for (recovery of) losses on receivables           (375)         20
   Legal expense                                                119          75
   General and administrative expenses                           29          36
                                                            -------     -------
     Total Expenses                                             (79)        409
                                                            -------     -------

NET INCOME                                                      724         107

Other comprehensive income:
   Unrealized gains (losses) on securities:
     Unrealized holding gains (losses) arising
      during period                                             504        (100)
     Less: reclassification adjustment for
           gains included in net income                        (155)       --
                                                            -------     -------

Other comprehensive income (loss)                               349        (100)
                                                            -------     -------

COMPREHENSIVE INCOME                                        $ 1,073     $     7
                                                            -------     -------

NET INCOME PER LIMITED PARTNERSHIP UNIT                     $   .12     $  --
                                                            =======     =======

DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT                  $  --       $   .25
                                                            =======     =======

ALLOCATION OF NET INCOME:
     General Partner                                        $  --       $    82
     Limited Partners                                           724          25
                                                            -------     -------
                                                                724     $   107
                                                            =======     =======

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

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

                                                            Three Months Ended
                                                                 March 31,
                                                              2000        1999
                                                              ----        ----
Operating Activities:
--------------------

   Net income                                               $   724     $   107

   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                               7          81
       Amortization of acquisition fees                          26          67
       Equity in earnings from joint ventures, net               (6)        (22)
       Gain on sale of securities                              (155)       --
       Gain on sale of equipment                                (37)        (13)
       Provision for early termination, financing leases          1        --
       Provision for (recovery of) losses on notes
         receivable                                            (376)         20
       Decrease (increase) in accounts receivable                13         (14)
       Decrease in accounts payable and accrued
         expenses                                              (101)        (58)
       Decrease in other assets                                  39          12
                                                            -------     -------

Net cash provided by operating activities                       135         180
                                                            -------     -------

Investing Activities:
--------------------
   Principal payments, financing leases                         335       1,080
   Principal payments, notes receivable                         300         488
   Proceeds from sale of equipment                               38          10
   Proceeds from sale of securities                             155        --
   Distributions from joint ventures                             69          67
   Payment of acquisition fees                                 --             3
                                                            -------     -------

Net cash provided by investing activities                       897       1,648
                                                            -------     -------

Financing Activities:
--------------------
   Distributions to partners                                   --        (1,632)
                                                            -------     -------

Net cash used in financing activities                          --        (1,632)
                                                            -------     -------

Increase in cash and cash equivalents                         1,032         196

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

Cash and cash equivalents, end of period                    $ 8,764     $ 7,073
                                                            =======     =======

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  General.
         -------

         The accompanying  unaudited condensed consolidated financial statements
have been prepared by the  Partnership  in accordance  with  generally  accepted
accounting  principles,  pursuant to the rules and regulations of the Securities
and  Exchange  Commission.  In  the  opinion  of  Management,   all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have  been  included.   Although   management  believes  that  the
disclosures are adequate to make the information presented not misleading, it is
suggested that these condensed financial  statements be read in conjunction with
the financial  statements and the notes included in the Partnership's  Financial
Statement, as filed with the SEC in the latest annual report on Form 10-K.

         The Partnership  Agreement  stipulates the methods by which income will
be allocated to the General Partner and the limited  partners.  Such allocations
will be made using income or loss calculated under Generally Accepted Accounting
Principles  for book purposes,  which varies from income or loss  calculated for
tax purposes.

         The  calculation  of items of income and loss for book and tax purposes
may result in book basis  capital  accounts that vary from the tax basis capital
accounts. The requirement to restore any deficit capital balances by the General
Partner  will  be  determined  based  on the  tax  basis  capital  accounts.  At
liquidation  of the  Partnership,  the General  Partner's  remaining  book basis
capital  accounts  will be reduced to zero through the  allocation  of income or
loss.

Note 2.  Reclassification.
         ----------------

         Reclassification  - Certain  1999  amounts  have been  reclassified  to
conform to the 2000 presentation.

Note 3.  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.

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

         Impaired  Notes  Receivable.  At March 31, 2000,  the  Partnership  has
investments in notes  receivable,  before allowance for losses, of $2,168,000 of
which $176,000 is considered to be impaired.  The impaired loans of $176,000 are
net of specific  write-downs of $299,000.  The  Partnership has an allowance for
losses of $33,000 as of March 31,  2000.  The  average  recorded  investment  in
impaired  loans  during  the three  months  ended  March  31,  2000 and 1999 was
approximately $176,000 and $260,000, respectively.

                                       5
<PAGE>

         The activity in the allowance for losses on notes receivable during the
three months ended March 31, is as follows:

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

         Beginning balance                             $  409         $2,375
              Provision for (recovery of) losses         (376)            21
              Write downs                                 -              -
                                                       ------         ------
         Ending balance                                $   33         $2,396
                                                       ======         ======

Note 5.  Net Income (Loss) and Distributions Per Limited Partnership Unit.
         ----------------------------------------------------------------

         Net income and distributions per limited partnership unit were based on
the limited  partners' share of net income and  distributions,  and the weighted
average  number of units  outstanding  of  6,192,840  for the three months ended
March 31,  2000 and 1999.  For  purposes  of  allocating  net 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 6.  Investment in Joint Ventures.
         ----------------------------

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

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

                                               March 31,     December 31,
                                                 2000           1999
                                                 ----           ----
                                                (Amounts in Thousands)

         Assets                                  $  -           $177
         Liabilities                                -             35
         Partners' Capital                          -            142

                                                 Three Months Ended
                                                      March 31,
                                                 2000           1999
                                                 ----           ----
                                                (Amounts in Thousands)

         Revenue                                 $ 16           $101
         Expenses                                   3              9
         Net Income                                13             92

         The  remaining  equipment  joint  venture  was closed  during the three
months ended March 31, 2000.

                                       6
<PAGE>

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

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

                                                 Three Months Ended
                                                      March 31,
                                                 2000           1999
                                                 ----           ----
                                                (Amounts in Thousands)


         Revenue                                 $  -           $  1
         Expenses                                   -             51
         Net Loss                                   -            (50)

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

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

         The aggregate  combined  financial  information of the foreclosed cable
systems joint ventures is presented as follows:

                                                  Three Months Ended
                                                      March 31,
                                                 2000           1999
                                                 ----           ----
                                                (Amounts in Thousands)


         Revenue                                 $  -           $ 60
         Expenses                                   -             79
         Net Loss                                   -            (19)

         The remaining foreclosed cable system joint ventures were closed during
1999.

Note 7.  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 CDF 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").

                                       7
<PAGE>


         In the Ash action,  Plaintiffs  have filed a fourth  amended  complaint
which  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.  The court  sustained
Defendant's  demurrers  to the first four claims and  Defendants  have  recently
answered the complaint concerning the remaining claims.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the  offering  of Cash  Distribution  Fund V.  Defendants  have
answered the complaint and discovery has commenced.  A class has been certified.
The  Plaintiff's  deposition  has  been  taken  and  no  other  depositions  are
scheduled.

         The Companies intend to vigorously defend both actions.

         During the three months ended March 31, 2000 and 1999, the  Partnership
recorded  legal  expenses of  approximately  $0 and  $25,000,  respectively,  in
connection with the above litigation as indemnification to the General Partner.

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


                                       8
<PAGE>

                     PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations.
         -------------

Results of Operations

         Phoenix  Leasing  Cash  Distribution  Fund  IV,  a  California  limited
partnership  (the  "Partnership"),  reported net income of $724,000 and $107,000
during  the three  months  ended  March 31,  2000 and  1999,  respectively.  The
increase in net income for the three months  ended March 31,  2000,  compared to
the same period in 1999,  is a result of an increase in rental  income,  gain on
sale of securities  and a recovery of provision for losses on notes  receivable,
offset by decreases in earned income from financing  leases and interest  income
from notes receivable.

         Total  income  increased  $129,000 for the three months ended March 31,
2000,  as  compared  to the same  period in 1999.  Rental  income  increased  by
$90,000 for  the three months ended March 31, 2000,  compared to the same period
in 1999. The increase in rental income is due to  miscellaneous  charges related
to rental  activity  being  recognized as income in the three months ended March
31, 2000;  however,  the Partnership's  equipment  portfolio has decreased.  The
Partnership  owned equipment with an aggregate  original cost of $5.5 million at
March 31, 2000, as compared to $19.3 million at March 31, 1999.

         The  Partnership  reported a gain on sale of securities of $155,000 for
the three months ended March 31, 2000,  compared to $0 in 1999.  The  securities
sold in 2000  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 $155,000 from the sale of these  securities  during the three months
ended March 31, 2000.  In  addition,  at March 31, 2000,  the  Partnership  owns
shares  of stock  and stock  warrants  in  emerging  growth  companies  that are
publicly traded with an unrealized gain of approximately  $391,000.  These stock
warrants contain certain restrictions,  but are generally exercisable within one
year.

         The above increases in income were offset by decreases in earned income
from financing leases and interest income from notes receivable. The decrease in
earned income from financing  leases of $69,000 for the three months ended March
31, 2000, compared to the same period in the prior year, is due to a decrease in
the net investment in financing  leases.  The net investment in financing leases
was $741,000 at March 31,  2000,  as compared to $2.2 million at March 31, 1999.
The  investment in financing  leases,  as well as earned  income from  financing
leases,  will decrease over the lease term as the Partnership  amortizes  income
over the lease term using the interest method of accounting.

         Interest  income  from notes  receivable  decreased  by $67,000 for the
three  months  ended March 31,  2000,  compared to the same period in 1999.  The
decrease in interest income from notes receivable is attributable to the decline
in net investment in notes receivable.  At March 31, 2000, the net investment in
notes receivable was $2,136,000, compared to $3,510,000 at March 31, 1999.

                                       9
<PAGE>


         Total  expenses  decreased  by $488,000  during the three  months ended
March 31,  2000,  as compared to the same period in 1999.  The decrease in total
expenses for the three months ended March 31, 2000,  compared to the same period
in the previous  year,  is a result of a change in the  estimated  allowance for
uncollectable  notes  receivable of $396,000 as well as a decrease in nearly all
of the items comprising total expenses,  with depreciation  expense contributing
the next  largest  decrease.  These  decreases  are the result of the  continued
decrease in the size of the equipment portfolio.  Depreciation expense decreased
$74,000 during 2000,  compared to 1999. This decrease is due to a decline in the
amount  of  depreciable  equipment  owned by the  Partnership,  as well  as,  an
increasing  portion of the equipment  owned by the  Partnership  becoming  fully
depreciated.

Liquidity and Capital Resources

         The  Partnership's  primary  source of  liquidity  is derived  from its
contractual  obligations  with a  diversified  group of lessees  for fixed lease
terms at fixed rental  amounts,  and from  payments of principal and interest on
its  outstanding  notes  receivable.  As the  initial  lease terms  expire,  the
Partnership  will re-lease or sell the  equipment.  The future  liquidity of the
Partnership  will depend upon the General  Partner's  success in collecting  the
contractual  amounts owed, as well as re-leasing  and selling the  Partnership's
equipment as it comes off lease.

         The  Partnership  reported net cash generated by equipment  leasing and
financing  activities of $770,000 and  $1,748,000  during the three months ended
March 31, 2000 and 1999, respectively. The net decrease in cash generated is due
to a decrease in payments on financing leases and notes receivable.

         The  Partnership  received cash  distributions  from joint  ventures of
$69,000  during the three  months  ended  March 31,  2000,  as  compared to cash
distributions  of $67,000 during the same period in 1999. The slight increase in
distributions  from joint ventures is  attributable to an increase in the amount
of cash available for distribution from one equipment joint venture.

         Proceeds  from the sale of equipment increased as result of an increase
in sales activity of the Partnership's equipment portfolio. The Partnership sold
equipment  with an aggregate  original cost of $4.5 million for the three months
ended March 31, 2000, compared to $3.1 million for the same period in 1999.

         As of March 31, 2000, the  Partnership  owned  equipment held for lease
with an original  purchase  price of  $695,000  and a net book value of $13,000,
compared to $8 million and $55,000, respectively, at March 31, 1999. The General
Partner is actively  engaged,  on behalf of the Partnership,  in remarketing and
selling the Partnership's  equipment as it becomes available.  Until new lessees
or buyers of equipment  can be found,  the  equipment  will continue to generate
depreciation expense without any corresponding rental income. The effect of this
will be a reduction of the Partnership earnings during this remarketing period.

         The total cash distributed to partners for the three months ended March
31,  2000 was $0, as  compared to  $1,632,000  for the same  period in 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  $0 and  $1,550,000  in
distributions   during  the  three   months  ended  March  31,  2000  and  1999,
respectively.   The  cumulative   distributions  to  the  Limited  Partners  are
$122,934,000 and $118,852,000 as of March 31, 2000 and 1999,  respectively.  The
General Partner  received $0 and $82,000 for its share of the cash available for

                                       10
<PAGE>

distribution   during  the  three   months   ended  March  31,  2000  and  1999,
respectively.  The  Partnership is not planning to make  distributions  in 2000,
compared to the 1999 distribution rate of 5%.

         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.

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

Impact of the Year 2000 Issue

         The  General  Partner  has  appointed  ResourcePhoenix.com.  (RPC),  an
affiliate of the General Partner, to manage its Year 2000 project.

         RPC has a Year 2000 project plan in place and a "Y2K Project  Team" has
been appointed.  The team has identified risks, and has implemented  remediation
procedures for its Year 2000 issues. RPC has budgeted for the necessary changes,
built  contingency  plans,  and has  progressed  along the  scheduled  timeline.
Installation  of all remediation  changes to critical  software and hardware was
completed on November 5, 1999. As of April 30, 2000, RPC has not encountered any
material year 2000  problems with the hardware and software  systems used in our
operations.  In  addition,  none of RPC's  critical  vendors  have  reported any
material  year 2000  problems nor have they  experienced  any decline in service
levels from such vendors.

         RPC will continue to monitor  internal and external  issues  related to
year 2000.

         Costs incurred by the Partnership  will be expensed as incurred and are
not currently anticipated to be material to the Partnership's financial position
or results of operations.

         The  Partnership's  customers  consist of lessees  and  borrowers.  The
Partnership  does  not have  exposure  to any  individual  customer  that  would
materially impact the Partnership  should the customer  experience a significant
Year 2000 problem.


                                       11
<PAGE>

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP

                                 March 31, 2000

                           Part II. Other Information.
                                    -----------------

Item 1.       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 CDF 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").

         In the Ash action,  Plaintiffs  have filed a fourth  amended  complaint
which  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.  The court  sustained
Defendant's  demurrers  to the first four claims and  Defendants  have  recently
answered the complaint concerning the remaining claims.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the  offering  of Cash  Distribution  Fund V.  Defendants  have
answered the complaint and discovery has commenced.  A class has been certified.
The  Plaintiff's  deposition  has  been  taken  and  no  other  depositions  are
scheduled.

         The Companies intend to vigorously defend both actions.

Item 2.     Changes in Securities.  Inapplicable
            ---------------------

Item 3.     Defaults Upon Senior Securities.  Inapplicable
            -------------------------------

Item 4.     Submission of Matters to a Vote of Securities Holders. Inapplicable
            -----------------------------------------------------

Item 5.     Other Information.  Inapplicable
            -----------------

Item 6.     Exhibits and Reports on 8-K:
            ---------------------------

            a)  Exhibits:
                (27)    Financial Data Schedule
            b)  Reports on 8-K:  None

                                       12
<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)

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


May 12, 2000       Executive Vice President,             /S/ GARY W. MARTINEZ
--------------     Chief Operating Officer               --------------------
                   and a Director of                     (Gary W. Martinez)
                   Phoenix Leasing Incorporated
                   General Partner


May 12, 2000       Vice President, Finance,              /S/ ANDREW N. GREGSON
--------------     Treasurer and a Director of           ---------------------
                   Phoenix Leasing Incorporated          (Andrew N. Gregson)
                   General Partner


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