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 June 30, 1998

                                       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 June 30,
1998.

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 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                         June 30,   December 31,
                                                           1998        1997
                                                           ----        ----
ASSETS
Cash and cash equivalents                                $ 8,647      $ 9,218

Accounts receivable (net of allowance for
 losses on accounts receivable of $342 and
 $389 at June 30, 1998 and December 31, 1997
 respectively)                                                85          509

Notes receivable (net of allowance for
 losses on notes receivable of $2,326 and
 $2,268 at June 30, 1998 and December 31, 1997,
 respectively)                                             4,964        6,458

Equipment on operating leases and held for
 lease (net of accumulated depreciation of
 $9,470 and $11,646 at June 30, 1998 and
 December 31, 1997, respectively)                            201          128

Net investment in financing leases (net of
 allowance for early terminations of $754 and
 $777 at June 30, 1998 and December 31, 1997,
 respectively)                                             6,066        9,631

Investment in joint ventures                                 463          680

Capitalized acquisition fees (net of
 accumulated amortization of $10,454 and
 $10,252 at June 30, 1998 and December 31, 1997,
 respectively)                                               477          680

Other assets                                                 175           86
                                                         -------      -------

     Total Assets                                        $21,078      $27,390
                                                         =======      =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Accounts payable and accrued expenses                 $ 1,205      $ 1,216
                                                         -------      -------

     Total Liabilities                                     1,205        1,216
                                                         -------      -------

Partners' Capital

   General Partner                                          --           --

   Limited Partners, 6,500,000 units authorized,
    6,492,727 units issued, 6,192,840 and
    6,208,563 units outstanding at June 30, 1998
    and December 31, 1997, respectively                   19,779       26,169

   Unrealized gain on available-for-sale securities           94            5
                                                         -------      -------

     Total Partners' Capital                              19,873       26,174
                                                         -------      -------

     Total Liabilities and Partners' Capital             $21,078      $27,390
                                                         =======      =======



        The accompanying notes are an integral part of these statements.


                                        2


<PAGE>

<TABLE>

                       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)
<CAPTION>
                                                    Three Months Ended   Six Months Ended
                                                          June 30,            June 30,
                                                       1998      1997      1998     1997
                                                    -------   -------   -------  -------
<S>                                                 <C>       <C>       <C>      <C>
INCOME
   Rental income                                    $   576   $   480   $ 1,023  $ 1,386
   Earned income, financing leases                      280       605       644    1,259
   Gain on sale of equipment                             28       164       155      666
   Equity in earnings from joint ventures, net          132        60       205      174
   Interest income, notes receivable                    173       253       462      476
   Other income                                         167       170       304      333
                                                    -------   -------   -------  -------
     Total Income                                     1,356     1,732     2,793    4,294
                                                    -------   -------   -------  -------

EXPENSES
   Depreciation                                         146       217       235      525
   Amortization of acquisition fees                      96       131       202      289
   Lease related operating expenses                      19        97        54      178
   Management fees to General Partner                   111       149       244      353
   Reimbursed administrative costs
     to General Partner                                  73       150       164      319
   Provision for losses on receivables                   27       195        89      195
   Legal expenses                                       118        70       185      151
   General and administrative expenses                   50        59       107      112
                                                    -------   -------   -------  -------
     Total Expenses                                     640     1,068     1,280    2,122
                                                    -------   -------   -------  -------
NET INCOME BEFORE INCOME TAXES                      $   716   $   664   $ 1,513  $ 2,172

   Income tax benefit (expense)                        --           2        (2)       3
                                                    -------   -------   -------  -------
NET INCOME                                          $   716   $   666   $ 1,511  $ 2,175
                                                    =======   =======   =======  =======


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                                 $   .08   $   .08   $   .18  $   .29
                                                    =======   =======   =======  =======

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                                 $   .60   $   .60   $  1.20  $  1.20
                                                    =======   =======   =======  =======

ALLOCATION OF NET INCOME:
     General Partner                                $   196   $   198   $   392  $   395
     Limited Partners                                   520       468     1,119    1,780
                                                    -------   -------   -------  -------
                                                    $   716   $   666   $ 1,511  $ 2,175
                                                    =======   =======   =======  =======



<FN>
            The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
                                        3

<PAGE>



                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                 A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                              Six Months Ended
                                                                  June 30,
                                                              1998        1997
                                                             -----       -----
Operating Activities:
   Net income                                              $  1,511    $  2,175
   Adjustments to reconcile net income to net
     cash provided  by operating activities:
       Depreciation                                             235         525
       Amortization of acquisition fees                         202         289
       Gain on sale of equipment                               (155)       (666)
       Equity in earnings from joint ventures, net             (205)       (174)
       Provision for early termination, financing leases         31         113
       Provision for losses on notes receivable                  58          82
       Gain on sale of securities                               (37)       --
       Decrease in accounts receivable                          424         136
       Increase (decrease) in accounts payable and
         accrued expenses                                        (8)         44
       Decrease (increase) in deferred income tax asset           2          (3)
       Decrease (increase) in other assets                       (2)         30
                                                           --------    --------
Net cash provided by operating activities                     2,056       2,551
                                                           --------    --------

Investing Activities:
   Principal payments, financing leases                       3,146       4,719
   Principal payments, notes receivable                       1,486       1,330
   Proceeds from sale of equipment                              188         975
   Proceeds from sale of securities                              37        --
   Distributions from joint ventures                            422       1,099
   Investment in financing leases                              --        (1,986)
   Investment in notes receivable                              --        (4,708)
   Payment of acquisition fees                                   (5)       (165)
                                                           --------    --------
Net cash provided by investing activities                     5,274       1,264
                                                           --------    --------

Financing Activities:
   Redemptions of capital                                       (60)       (150)
   Distributions to partners                                 (7,841)     (7,889)
                                                           --------    --------
Net cash used by financing activities                        (7,901)     (8,039)
                                                           --------    --------

Decrease in cash and cash equivalents                          (571)     (4,224)

Cash and cash equivalents, beginning of period                9,218      12,134
                                                           --------    --------

Cash and cash equivalents, end of period                   $  8,647    $  7,910
                                                           ========    ========




        The accompanying notes are an integral part of these statements.


                                        4

<PAGE>



                   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.

         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  1997  amounts  have been  reclassified  to
conform to the 1998 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.

         The  Subsidiary  is a  corporation  subject  to state and  federal  tax
regulations.  The  Subsidiary  reports to the taxing  authority  on the  accrual
basis.  When  income and  expenses  are  recognized  in  different  periods  for
financial  reporting  purposes than for income tax purposes,  deferred taxes are
provided for such differences using the liability method.

Note 4.       Notes Receivable.

         Impaired  Notes  Receivable.  At June 30,  1998,  the  Partnership  has
investments in notes  receivable,  before allowance for losses, of $7,290,000 of
which $2,075,000 is considered to be impaired.  The Partnership has an allowance
for losses of $2,326,000 as of June 30, 1998. The average recorded investment in
impaired  loans  during  the six  months  ended  June  30,  1998  and  1997  was
approximately $2,031,000 and $1,965,000, respectively.



                                        5

<PAGE>



         The activity in the allowance for losses on notes receivable during the
six months ended June 30, is as follows:
                                              1998              1997
                                              ----              ----
                                              (Amounts in Thousands)

        Beginning balance                  $  2,268          $  2,224
             Provision for losses                58                82
             Write downs                        --               (110)
                                           --------          --------
        Ending balance                     $  2,326          $  2,196
                                           ========          ========

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 6,198,399  and 6,234,148 for the three
months ended June 30, 1998 and 1997,  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:

                                       June 30,      December 31,
                                         1998            1997
                                         ----            ----
                                        (Amounts in Thousands)

      Assets                          $   314         $   730
      Liabilities                          78             156
      Partners' Capital                   236             574

                            Three Months Ended           Six Months Ended
                                 June 30,                    June 30,
                             1998        1997            1998        1997
                             ----        ----            ----        ----
                                        (Amounts in Thousands)

      Revenue             $   374     $   237         $   556     $   582
      Expenses                 27          97              47         181
      Net Income              347         140             509         401












                                        6

<PAGE>



Financing Joint Venture

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

                                        June 30,     December 31,
                                          1998           1997
                                          ----           ----
                                         (Amounts in Thousands)

      Assets                           $   680        $   803
      Liabilities                          141            136
      Partners' Capital                    539            667

                             Three Months Ended          Six Months Ended
                                  June 30,                    June 30,
                             1998         1997           1998         1997
                             ----         ----           ----         ----
                                         (Amounts in Thousands)

      Revenue              $   22       $   33         $   48       $   68
      Expenses                  4            3              8           17
      Net Income               18           30             40           51


Foreclosed Cable Systems Joint Ventures

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

                                        June 30,     December 31,
                                          1998           1997
                                          ----           ----
                                        (Amounts in Thousands)

      Assets                           $   832        $   909
      Liabilities                          238            240
      Partners' Capital                    594            669

                            Three Months Ended           Six Months Ended
                                  June 30,                    June 30,
                             1998         1997           1998         1997
                             ----         ----           ----         ----
                                        (Amounts in Thousands)

      Revenue             $    23      $   102        $   123      $   162
      Expenses                 88          122            198          244
      Net Loss                (65)         (20)           (75)         (82)


Note 7.       Legal Proceedings.

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



                                       7
<PAGE>



duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.  Plaintiffs  are expected to serve an amended  complaint on August
14, 1998. Discovery has not commenced. The Companies intend to vigorously defend
the Complaint.

         During the six months ended June 30,  1998,  the  Partnership  recorded
legal expenses of approximately  $75,000 in connection with the above litigation
as indemnification to the General Partner.




                                        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 $716,000 and $1,511,000
during the three and six months ended June 30, 1998,  respectively,  as compared
to net income of $666,000 and  $2,175,000  during the three and six months ended
June 30,  1997,  respectively.  The  increase in net income for the three months
ended  June 30,  1998,  compared  to the same  period in 1997,  is a result of a
decrease in total  expenses which  exceeded the decrease in total  revenues.  In
contrast,  the  Partnership  experienced  a decline in net income during the six
months  ended  June 30,  1998,  compared  to the same  period in 1997,  due to a
decrease in total revenues that exceeded the decrease in total expenses.

         The decrease in total revenues of $376,000 and $1,501,000 for the three
and six months  ended  June 30,  1998,  respectively,  as  compared  to the same
periods in 1997,  is  primarily  the result of  declines  in earned  income from
financing  leases and gain on sale of  equipment.  The decrease in earned income
from  financing  leases of $325,000  and  $615,000  for the three and six months
ended June 30,  1998,  respectively,  compared to the same  periods in the prior
year, is due to a decrease in the net  investment in financing  leases.  The net
investment in financing leases was $6.1 million at June 30, 1998, as compared to
$14.2 million at June 30, 1997. 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.  During the six months ended June 30, 1998, the Partnership  made no
new investments in financing leases,  compared to $2 million for the same period
in 1997.

         Gain on sale of  equipment  decreased  by $136,000 and $511,000 for the
three and six months  ended June 30,  1998,  respectively,  compared to the same
periods  in  1997,  as  a  result  of  a  decrease  in  sales  activity  of  the
Partnership's  equipment portfolio.  Correspondingly,  proceeds from the sale of
equipment  also  decreased.  The  Partnership  sold  equipment with an aggregate
original  cost of $9.5 million for the six months ended June 30, 1998,  compared
to $22.4 million for the same period in 1997.

         An additional factor  contributing to the decline in total revenues for
the six months ended June 30, 1998,  compared to the same period in 1997, is the
decrease in rental  income.  Rental  income  decreased  by $363,000  for the six
months ended June 30, 1998, compared to the same period in 1997. The decrease in
rental income for the six months ended June 30, 1998 is reflective of a decrease
in the size of the equipment portfolio.  The Partnership owned equipment with an
aggregate  original  cost of $36 million at June 30, 1998,  as compared to $56.3
million at June 30, 1997. Another factor  contributing to the decrease in rental
income  is off lease  equipment.  As of June 30,  1998,  the  Partnership  owned
equipment  held for lease with an original  purchase  price of $13 million and a
net  book  value  of  $166,000,   compared  to  $10.3   million  and   $346,000,
respectively,  at June 30, 1997.  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.

         In contrast,  rental  income  increased for the three months ended June
30, 1998, compared to the same period in the prior year, by $96,000.  During the
quarter ended June 30, 1998, the Partnership received settlements from defaulted
lessees  which more than  mitigated the factors  contributing  to the decline in
rental income for the six months ended June 30, 1998.


                                        9

<PAGE>



         Total expenses  decreased by $428,000 and $842,000 during the three and
six months  ended June 30, 1998,  as compared to the same  periods in 1997.  The
decrease in total  expenses  for the three and six months  ended June 30,  1998,
compared to the same periods in the previous  year, is a result of a decrease in
all items of total  expense with the  exception of legal fees.  This decrease is
result of the continued decrease in the size of the equipment portfolio.

         The  increase  in legal fees of $48,000  and $34,000 for both the three
and six months  ended  June 30,  1998,  respectively,  as  compared  to the same
periods  in  1997,  is a result  of legal  costs  associated  to a Class  Action
Complaint as further discussed in Note 7.

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 and
financing  activities of $6,688,000 and  $8,600,000  during the six months ended
June 30, 1998 and 1997, 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.

         The  Partnership  received cash  distributions  from joint  ventures of
$422,000  during  the six  months  ended  June 30,  1998,  as  compared  to cash
distributions  of  $1,099,000  during the same period in 1997.  The  decrease in
distributions  from joint ventures is attributable to a decline in the amount of
cash available for distribution  from one equipment joint venture as a result of
a decrease in rental income and proceeds from sale of equipment.

         The Partnership  made no new  investments in financing  leases or notes
receivable during the six months ended June 30, 1998,  compared to $2 million in
new investments in financing  leases and $4.7 million in new notes receivable at
June 30, 1997.

         The total cash  distributed  to partners  for the six months ended June
30, 1998 was $7,841,000,  as compared to $7,889,000 for the same period in 1997.
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  $7,449,000  and
$7,494,000 in distributions  during the six months ended June 30, 1998 and 1997,
respectively.  The General Partner received  $392,000 and $395,000 for its share
of the cash available for distribution during the six months ended June 30, 1998
and 1997, respectively.

         Because  the  Partnership  is in its final  years of  liquidation,  the
Partnership plans to decrease its distribution rate to approximately 5% from 12%
beginning  on the January 15, 1999  distribution,  in line with its reduced cash
flow.

         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.


                                       10

<PAGE>



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



                                       11

<PAGE>



                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP

                                  June 30, 1998

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


Item 1.     Legal Proceedings.

            On October  28,  1997 a Class  Action  Complaint  was filed  against
Phoenix  Leasing  Incorporated,  Phoenix  Leasing  Associates,  II and III L.P.,
Phoenix  Securities Inc. and Phoenix American  Incorporated (the "Companies") in
California  Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution  Funds I through V (the
"Partnerships").  The  Companies  were served with the  Complaint on December 9,
1997. The Complaint  seeks  declaratory and other relief  including  accounting,
receivership,  imposition of  constructive  trust and judicial  dissolution  and
winding up of the Partnerships,  and damages based on fraud, breach of fidicuary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.  Plaintiffs  are expected to serve an amended  complaint on August
14, 1998. Discovery has not commenced. The Companies intend to vigorously defend
the Complaint.

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


August 12, 1998          Executive Vice President,          /S/ GARY W. MARTINEZ
-------------------      Chief Operating Officer            --------------------
                         and a Director of                  (Gary W. Martinez)
                         Phoenix Leasing Incorporated
                         General Partner


August 12, 1998          Chief Financial Officer,           /S/ HOWARD SOLOVEI
-------------------      Treasurer and a Director of        --------------------
                         Phoenix Leasing Incorporated       (Howard Solovei)
                         General Partner


August 12, 1998         Senior Vice President,              /S/ BRYANT J. TONG
-------------------     Financial Operations                --------------------
                        (Principal Accounting Officer)      (Bryant J. Tong)
                        and a Director of
                        Phoenix Leasing Incorporated
                        General Partner
















                                       13