Page 1 of 13

                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, 1997

                                       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 ___

6,235,557 Units of Limited Partnership Interest were outstanding as of March 31,
1997.

Transitional small business disclosure format:

                               Yes ___     No _X_




<PAGE>


                                                                    Page 2 of 13

                          Part I. Financial Information
                          Item 1. Financial Statements
                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                 A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                       March 31,    December 31,
                                                         1997           1996
                                                         ----           ----
ASSETS

Cash and cash equivalents                             $   11,536     $   12,134

Accounts receivable (net of allowance for
   losses on accounts receivable of $375 and
   $424 at March 31, 1997 and December 31,
   1996, respectively)                                       341            484

Notes receivable (net of allowance for losses
   on notes receivable of $2,224 at March 31,
   1997 and December 31, 1996)                             5,129          4,654

Equipment on operating leases and held for
   lease (net of accumulated depreciation of
   $15,454 and $26,179 at March 31, 1997 and
   December 31, 1996, respectively)                          646          1,376

Net investment in financing leases (net of
   allowance for early terminations of $876
   and $941 at March 31, 1997 and December 31,
   1996, respectively)                                    16,309         16,973

Investment in joint ventures                               1,768          2,278

Capitalized acquisition fees (net of
   accumulated amortization of $9,853 and $9,695
   at March 31, 1997 and December 31, 1996,
   respectively)                                             918            957

Other assets                                                 394            719
                                                      ----------     ----------

     Total Assets                                     $   37,041     $   39,575
                                                      ==========     ==========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Accounts payable and accrued expenses              $    1,784     $    1,511
                                                      ----------     ----------

     Total Liabilities                                     1,784          1,511
                                                      ----------     ----------

Partners' Capital

   General Partner                                          --             --

   Limited  Partners, 6,500,000 units
     authorized, 6,492,727 units issued,
     6,235,557 and 6,242,943 units outstanding
     at March 31, 1997 and December 31, 1996,
     respectively                                         35,066         37,539

   Unrealized gain on available-for-sale securities          191            525
                                                      ----------     ----------

     Total Partners' Capital                              35,257         38,064
                                                      ----------     ----------

     Total Liabilities and Partners' Capital          $   37,041     $   39,575
                                                      ==========     ==========


        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 3 of 13

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

                                                           Three Months Ended
                                                                March 31,
                                                             1997      1996
                                                             ----      ----

INCOME

   Rental income                                           $  906    $1,440
   Earned income, financing leases                            654       925
   Gain on sale of equipment                                  501       145
   Equity in earnings from joint ventures, net                114       152
   Interest income, notes receivable                          223       232
   Gain on sale of securities                                --         176
   Cable subscriber revenue                                  --          67
   Other income                                               166       144
                                                           ------    ------

     Total Income                                           2,564     3,281
                                                           ------    ------

EXPENSES

   Depreciation                                               308     1,032
   Amortization of acquisition fees                           158       191
   Lease related operating expenses                            81        79
   Management fees to General Partner                         204       232
   Reimbursed administrative costs
     to General Partner                                       169       212
   Legal expense                                               81        66
   Provision for losses on receivables                       --          80
   General and administrative expenses                         56       127
                                                           ------    ------

     Total Expenses                                         1,057     2,019
                                                           ------    ------

NET INCOME  BEFORE INCOME TAXES                            $1,507    $1,262
     Income tax benefit                                         1        13
                                                           ------    ------

NET INCOME                                                 $1,508    $1,275
                                                           ======    ======


NET INCOME  PER LIMITED
   PARTNERSHIP UNIT                                        $  .21    $  .17
                                                           ======    ======

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                                        $  .60    $  .60
                                                           ======    ======

ALLOCATION OF NET INCOME:
   General Partner                                         $  197    $  200
   Limited Partners                                         1,311     1,075
                                                           ------    ------
                                                           $1,508    $1,275
                                                           ======    ======








        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 4 of 13

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                 A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                           Three Months Ended
                                                               March 31,
                                                            1997        1996
                                                            ----        ----
Operating Activities:
   Net income                                            $  1,508    $  1,275
   Adjustments to reconcile net income  to net
     cash provided  by operating activities:
       Depreciation                                           308       1,032
       Amortization of acquisition fees                       158         191
       Gain on sale of equipment                             (501)       (145)
       Equity in earnings from joint ventures, net           (114)       (152)
       Provision for early termination, financing leases     --            96
       Recovery of losses on notes receivable                --           (17)
       Provision for losses on accounts receivable           --             1
       Gain on sale of securities                            --          (176)
       Decrease in accounts receivable                        143         116
       Increase in accounts payable and accrued expenses      154         289
       Increase in deferred income tax asset                   (1)        (13)
       Increase in other assets                                (8)        (69)
                                                         --------    --------
Net cash provided by operating activities                   1,647       2,428
                                                         --------    --------

Investing Activities:
   Principal payments, financing leases                     2,340       2,830
   Principal payments, notes receivable                       825         592
   Proceeds from sale of equipment                            920         353
   Proceeds from sale of securities                          --           205
   Distributions from joint ventures                          624         118
   Purchase of equipment                                     --            19
   Investment in financing leases                          (1,673)     (4,432)
   Investment in notes receivable                          (1,300)     (1,596)
   Investment in securities                                  --           (28)
   Cable systems, property and equipment                     --           (12)
   Payment of acquisition fees                               --           (60)
                                                         --------    --------
Net cash provided (used) by investing activities            1,736      (2,011)
                                                         --------    --------

Financing Activities:
   Redemptions of capital                                     (34)       (175)
   Distributions to partners                               (3,947)     (3,989)
                                                         --------    --------
Net cash used by financing activities                      (3,981)     (4,164)
                                                         --------    --------
Decrease in  cash and cash equivalents                       (598)     (3,747)
Cash and cash equivalents, beginning of period             12,134      11,571
                                                         --------    --------
Cash and cash equivalents, end of period                 $ 11,536    $  7,824
                                                         ========    ========




        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 5 of 13

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

Note 1.   General.

         The accompanying  unaudited  condensed  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.

         Non Cash Investing Activities.  During the three months ended March 31,
1996, the Partnership,  along with other affiliated  partnerships managed by the
General  Partner,  obtained  title to a cable  television  company that had been
pledged as collateral for a  non-performing  note. As a result,  the Partnership
reclassified $73,000 to Investment in Joint Ventures on the balance sheet.

Note 2.       Reclassification.

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

         Phoenix Westcom Cablevision, Inc. (the Subsidiary) ceased operations on
October 23, 1996. The Subsidiary was a corporation  subject to state and federal
tax regulations.  The Subsidiary reported to the taxing authority on the accrual
basis.  When  income and  expenses  were  recognized  in  different  periods for
financial  reporting purposes than for income tax purposes,  deferred taxes were
provided for such differences using the liability method.

Note 4.       Notes Receivable.

         Impaired Notes Receivable.  At March 31, 1997, the recorded  investment
in notes that are  considered  to be impaired was  $2,037,000.  Included in this
amount is  $1,915,000  of  impaired  notes for which the related  allowance  for
losses is  $1,915,000,  and  $122,000  of  impaired  notes for which there is no
allowance.  The average  recorded  investment in impaired loans during the three
months ended March 31, 1997 was approximately $2,037,000.

          At  March  31,  1996,  the  recorded  investment  in  notes  that  are
considered to be impaired was $2,616,000. Included in this amount was $1,991,000
of impaired notes for which the related allowance for losses was $1,801,000, and




<PAGE>


                                                                    Page 6 of 13

$625,000  of  impaired  notes for  which  there was no  allowance.  The  average
recorded  investment  in impaired  loans during the three months ended March 31,
1996 was approximately $2,616,000.

         On February 14, 1996, the  Partnership  foreclosed upon a nonperforming
outstanding  note  receivable  to  a  cable  television  operator  to  whom  the
Partnership,  along with other  affiliated  partnerships  managed by the General
Partner,  had extended  credit.  The  Partnership's  net carrying value for this
outstanding  note  receivable  was  $73,000  at March  31,  1996,  for which the
Partnership  had an allowance for losses on notes of $17,000.  This allowance of
$17,000 was reversed  and  recognized  as income at March 31,  1996.  This joint
venture subsequently sold the cable system on August 30, 1996 at a small gain.

         The activity in the allowance for losses on notes receivable during the
three months ended March 31, is as follows:
                                               1997             1996
                                               ----             ----
                                              (Amounts in Thousands)

          Beginning balance                  $ 2,224          $ 2,241
               Provision for losses             --                (17)
               Write downs                      --               --
                                             -------          -------
          Ending balance                     $ 2,224          $ 2,224
                                             =======          =======

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 6,239,231  and 6,305,106 for the three
months ended March 31, 1997 and 1996,  respectively.  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,
                                                   1997          1996
                                                   ----          ----
                                                 (Amounts in Thousands)

Assets                                           $2,863         $4,002
Liabilities                                         323            382
Partners' Capital                                 2,540          3,620




<PAGE>


                                                                    Page 7 of 13

                                                 Three Months Ended
                                                      March 31,
                                                 1997           1996
                                                 ----           ----
                                               (Amounts in Thousands)

Revenue                                          $374           $547
Expenses                                          112            217
Net Income                                        262            330

Financing Joint Venture

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

                                                 March 31,    December 31,
                                                   1997           1996
                                                   ----           ----
                                                 (Amounts in Thousands)

Assets                                           $  967         $1,023
Liabilities                                         127            130
Partners' Capital                                   840            893

                                                   Three Months Ended
                                                        March 31,
                                                   1997           1996
                                                   ----           ----
                                                  (Amounts in Thousands)

Revenue                                          $   35         $   43
Expenses                                             14           --
Net Income                                           21             43

Foreclosed Cable Systems Joint Ventures

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

                                                  March 31,    December 31,
                                                    1997          1996
                                                    ----          ----
                                                 (Amounts in Thousands)

         Assets                                  $ 1,255        $ 1,330
         Liabilities                                 184            197
         Partners' Capital                         1,071          1,133




<PAGE>


                                                                    Page 8 of 13

                                                   Three Months Ended
                                                        March 31,
                                                   1997           1996
                                                   ----           ----
                                                 (Amounts in Thousands)

         Revenue                                 $    61        $   415
         Expenses                                    123            450
         Net Loss                                    (62)           (35)




<PAGE>


                                                                    Page 9 of 13

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                 A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARY

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

Results of Operations

         Phoenix  Leasing  Cash   Distribution   Fund  IV  and  Subsidiary  (the
Partnership)  reported  net income of  $1,508,000  during the three months ended
March 31, 1997, as compared to net income of $1,275,000  during the three months
ended  March 31,  1996.  The  improved  earnings  is the result of a decrease in
expenses that exceeded the decrease in revenues.

         The  decrease in total  revenues of $717,000 for the three months ended
March 31, 1997,  as compared to the same period in 1996, is primarily the result
of a $534,000 decrease in rental income and a $271,000 decrease in earned income
from financing leases.

         The decrease in rental  income is  reflective of a decrease in the size
of the equipment  portfolio.  The Partnership  owned equipment with an aggregate
original  cost of $61 million at March 31,  1997,  as compared to $95 million at
March 31, 1996. Another factor contributing to the decrease in rental income was
equipment  being off  lease.  Until new  lessees or buyers of  equipment  can be
found, the equipment will continue to generate  depreciation expense without any
corresponding  rental  income.  The  effect of this will be a  reduction  of the
Partnership earnings during this remarketing period.

         The  decrease  in  earned  income  from  financing  leases  is due to a
decrease in the net  investment  in  financing  leases.  The net  investment  in
financing  leases was $16.3  million at March 31,  1997,  as  compared  to $25.1
million at March 31, 1996. The investment in financing leases, as well as earned
income  from  financing  leases,  will  decrease  over  the  lease  term  as the
Partnership  amortizes  income over the lease term using the interest  method of
accounting.  This effect  will be  mitigated  to some degree as the  Partnership
continues  to invest in new  financing  leases  over its life.  During the three
months  ended March 31,  1997,  the  Partnership  invested  $1.7  million in new
financing leases, compared to $4.4 million for the same period in 1996.

         Partially  offsetting  the decrease in rental  income and earned income
from  financing  leases is an increase in gain on sale of  equipment of $356,000
for the three months  ended March 31,  1997,  compared to the same period in the
prior year.  This  increase is a result of an increase in sales  activity of the
Partnership's  equipment  portfolio.  The  Partnership  sold  equipment  with an
aggregate  original  cost of $17.8  million for the three months ended March 31,
1997, compared to $5 million for the same period in 1996.

         The gain on the sale of securities of $176,000  during the three months
ended March 31, 1996 consisted of common stock received  through the exercise of
stock warrants granted to the Partnership as part of a financing  agreement with
two emerging growth companies.  In addition,  at March 31, 1996, the Partnership
owns shares of stock and stock  warrants in emerging  growth  companies that are
publicly traded.  The  Partnership's  investments in stock and stock warrants is
included in Other Assets on the balance  sheet.  These  investments in stock and
stock warrants carry certain restrictions, but generally can be exercised within
a one year period.

         Total  expenses  decreased  by $962,000  during the three  months ended
March 31,  1997,  as  compared  to the same  period in 1996.  A majority  of the
decrease in total  expenses is due to the  decrease in  depreciation  expense of
$724,000  for the three  months  ended March 31,  1997,  as compared to the same




<PAGE>


                                                                   Page 10 of 13

period in 1996.  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.

Cable Television System:

         On October 10, 1996, Phoenix Westcom  Cablevision Inc. (the Subsidiary)
sold all of its  tangible  and  intangible  assets used in the  operation of its
cable  television  system.  As a  result  of the  sale of the  cable  television
system's assets,  the Subsidiary ceased  operations.  Accordingly,  there are no
result of operations from this cable  television  system during the three months
ended March 31, 1997.  The revenues  from this cable  television  system did not
have a  significant  impact upon total  revenues  during the three  months ended
March 31, 1996.

Liquidity and Capital Resources

         The  Partnership's  primary  source of  liquidity  is derived  from its
contractual  obligations  with  lessees for fixed  lease  terms at fixed  rental
amounts,  and from  payments of  principal  and  interest on  outstanding  notes
receivable. As the initial lease terms expire, the Partnership will re-lease the
equipment 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,
financing and cable  television  activities of $4,812,000 and $5,850,000  during
the three months ended March 31, 1997 and 1996,  respectively.  The net decrease
in cash  generated  is due to a  decrease  in  rental  income  and  payments  on
financing  leases,  as previously  discussed above in the results of operations.
Partially  offsetting  the  decreases in rental income and payments on financing
leases is an increase in principal  payments from notes  receivables of $233,000
for the three months ended March 31, 1997,  compared to the same period in 1996.
This increase is attributable to new investment in notes  receivable made during
1996 and 1997.  During the three months ended March 31,  1997,  the  Partnership
invested  $1.3  million in notes  receivable,  compared to $1.6  million for the
three months ended March 31, 1996.

         Proceeds from the sale of equipment  increased  during the three months
ended March 31,  1997,  as compared to the same period in 1996.  The increase of
$567,000  during the three  months ended March 31,  1997,  compared to 1996,  is
attributable  to an  increase in the amount of  equipment  sold,  as  previously
discussed.

         The  Partnership  received cash  distributions  from joint  ventures of
$624,000  during the three  months  ended  March 31,  1997,  as compared to cash
distributions  of $118,000  during the same period in 1996. In November of 1996,
one equipment joint venture's  outstanding  debt was repaid in full. As a result
this equipment joint venture began making distributions.

         The Partnership anticipates reinvesting a portion of the cash generated
from  operations in new leasing or financing  transactions  over the life of the
Partnership.  During the three months ended March 31, 1997, the Partnership made
investments  in finance leases and equipment  leases with an aggregate  original
cost of $1.7 million,  as compared to the $4.4 million  acquired during the same
period  in 1996.  The  equipment  owned by the  Partnership  at March  31,  1997
approximates  $61 million,  as compared to the $95 million of equipment owned at
March 31, 1996.

         As of March 31, 1997, the  Partnership  owned  equipment being held for
lease with an  original  purchase  price of  $9,044,000  and a net book value of



<PAGE>


                                                                   Page 11 of 13

$509,000,  compared to $10,027,000  and $1,340,000,  respectively,  at March 31,
1996. The General Partner is actively engaged, on behalf of the Partnership,  in
remarketing and selling the Partnership's equipment as it becomes available.

         The total cash distributed to partners for the three months ended March
31, 1997 was $3,947,000,  as compared to $3,989,000 for the same period in 1996.
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  $3,750,000  and
$3,789,000  in  distributions  during the three  months ended March 31, 1997 and
1996,  respectively.  The General Partner received $197,000 and $200,000 for its
share of the cash available for distribution during the three months ended March
31, 1997 and 1996,  respectively.  The Partnership  currently anticipates making
distributions to partners during the remainder of 1997 at approximately the same
rate as 1996.

         The cash to be  generated  from  leasing and  financing  operations  is
anticipated to be sufficient to meet the  Partnership's  continuing  operational
expenses, debt service and to provide for distributions to partners.




<PAGE>


                                                                   Page 12 of 13

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP

                                 March 31, 1997

                           Part II. Other Information.


Item 1.    Legal Proceedings.  Inapplicable.

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:  None

           b)  Reports on 8-K:  None



<PAGE>


                                                                   Page 13 of 13

                                   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 13, 1997          Chief Financial Officer,        /S/ PARITOSH K. CHOKSI
-------------         Senior Vice President,          -----------------------
                      Treasurer and a Director of     (Paritosh K. Choksi)
                      Phoenix Leasing Incorporated
                      General Partner


May 13, 1997          Senior Vice President,          /S/ BRYANT J. TONG
-------------         Financial Operations of         -----------------------
                      (Principal Accounting Officer)  (Bryant J. Tong)
                      Phoenix Leasing Incorporated
                      General Partner


May 13, 1997          Senior Vice President           /S/ GARY W. MARTINEZ
-------------         and a Director of               -----------------------
                      Phoenix Leasing Incorporated    (Gary W. Martinez)
                      General Partner


May 13, 1997          Partnership Controller of       /S/ MICHAEL K. ULYATT
-------------         Phoenix Leasing Incorporated    -----------------------
                      General Partner                 (Michael K. Ulyatt)