Page 1 of 12


                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 September 30, 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 _____

6,213,588 Units of Limited Partnership Interest were outstanding as of September
30, 1997.

Transitional small business disclosure format:

                               Yes _____ No __X__



<PAGE>


                                                                    Page 2 of 12

                          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)

                                                      September 30, December 31,
                                                          1997           1996
                                                        -------        -------
ASSETS

Cash and cash equivalents                               $ 8,632        $12,134

Accounts receivable (net of allowance for
   losses on accounts receivable of $316 and
   $424 at September 30, 1997 and December 31,
   1996, respectively)                                      392            484

Notes receivable (net of allowance for losses
   on notes  receivable of $2,235 and $2,224 at
   September 30, 1997 and December 31, 1996,
   respectively)                                          7,454          4,654

Equipment on operating leases and  held for lease
   (net of accumulated depreciation of $12,184 and
   $26,179 at September 30, 1997 and December 31,
   1996, respectively)                                      329          1,376

Net investment in financing leases (net of allowance
   for early terminations of $838 and $941 at September
   30, 1997 and December 31, 1996, respectively)         11,768         16,973

Investment in joint ventures                                959          2,278

Capitalized acquisition fees (net of accumulated
   amortization of $10,113 and $9,695 at September 30,
   1997 and December 31, 1996, respectively)                815            957

Other assets                                                195            719
                                                        -------        -------

     Total Assets                                       $30,544        $39,575
                                                        =======        =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Accounts payable and accrued expenses                $ 1,661        $ 1,511
                                                        -------        -------

     Total Liabilities                                    1,661          1,511
                                                        -------        -------

Partners' Capital

   General Partner                                         --             --

   Limited Partners, 6,500,000 units authorized,
     6,492,727 units issued, 6,213,588 and 6,242,943
     units outstanding at September 30, 1997 and
     December 31, 1996, respectively                     28,790         37,539

   Unrealized gain on available-for-sale securities          93            525
                                                        -------        -------

     Total Partners' Capital                             28,883         38,064
                                                        -------        -------

     Total Liabilities and Partners' Capital            $30,544        $39,575
                                                        =======        =======

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 3 of 12

                   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  Nine Months Ended
                                           September 30,       September 30,
                                           1997      1996      1997      1996
                                         -------   -------   -------   -------
INCOME

   Rental income                         $   769   $ 1,770   $ 2,155   $ 4,870
   Earned income, financing leases           510       785     1,769     2,620
   Gain on sale of equipment                 104       186       770       295
   Gain on sale of securities               --        --        --         977
   Equity in earnings from joint
    ventures, net                             66       186       241       417
   Interest income, notes receivable         349       212       824       701
   Cable subscriber revenue                 --          54      --         184
   Other income                              135       143       468       442
                                         -------   -------   -------   -------

     Total Income                          1,933     3,336     6,227    10,506
                                         -------   -------   -------   -------

EXPENSES

   Depreciation                              243       577       768     2,870
   Amortization of acquisition fees          129       153       418       548
   Lease related operating expenses           20        81       199       225
   Management fees to General Partner        165       221       517       715
   Reimbursed administrative costs
     to General Partner                       90       167       409       557
   Provision for losses on receivables        86        87       281       265
   Program service, cable system            --          32      --          91
   Legal expenses                            104        51       255       151
   General and administrative expenses        39        89       151       287
                                         -------   -------   -------   -------

     Total Expenses                          876     1,458     2,998     5,709
                                         -------   -------   -------   -------

NET INCOME BEFORE INCOME TAXES           $ 1,057   $ 1,878   $ 3,229   $ 4,797

   Income tax benefit                       --          15         3        42
                                         -------   -------   -------   -------

NET INCOME                               $ 1,057   $ 1,893   $ 3,232   $ 4,839
                                         =======   =======   =======   =======


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                      $   .13   $   .28   $   .42   $   .68
                                         =======   =======   =======   =======

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                      $   .60   $   .60   $  1.80   $  1.80
                                         =======   =======   =======   =======

ALLOCATION OF NET INCOME:
     General Partner                     $   196   $   198   $   591   $   597
     Limited Partners                        861     1,695     2,641     4,242
                                         -------   -------   -------   -------

                                         $ 1,057   $ 1,893   $ 3,232   $ 4,839
                                         =======   =======   =======   =======

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 4 of 12


                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                 A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                       Nine Months Ended
                                                        September  30,
                                                       1997        1996
                                                     --------    --------
Operating Activities:
   Net income                                        $  3,232    $  4,839
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                       768       2,870
       Amortization of acquisition fees                   418         548
       Gain on sale of equipment                         (770)       (295)
       Equity in earnings from joint ventures, net       (241)       (417)
       Provision for early termination,financing
        leases                                            160         280
       Provision for (recovery of) losses on
        notes receivable                                  121         (17)
       Provision for losses on accounts receivable       --             2
       Gain on sale of securities                        --          (977)
       Decrease in accounts receivable                     92         107
       Increase in accounts payable and accrued
        expenses                                           39          70
       Increase in deferred income tax asset               (3)        (42)
       Decrease in other assets                            95          76
                                                     --------    --------

Net cash provided by operating activities               3,911       7,044
                                                     --------    --------

Investing Activities:
   Principal payments, financing leases                 6,868       8,452
   Principal payments, notes receivable                 1,999       1,811
   Proceeds from sale of equipment                      1,212         760
   Proceeds from sale of securities                      --         1,005
   Distributions from joint ventures                    1,560         297
   Investment in financing leases                      (1,986)     (6,085)
   Investment in notes receivable                      (4,920)     (1,788)
   Investment in joint ventures                          --           (69)
   Cable systems, property and equipment                 --           (29)
   Investment in securities                              --           (28)
   Payment of acquisition fees                           (165)       (407)
                                                     --------    --------

Net cash provided by investing activities               4,568       3,919
                                                     --------    --------

Financing Activities:
   Redemptions of capital                                (162)       (440)
   Distributions to partners                          (11,819)    (11,926)
                                                     --------    --------

Net cash used by financing activities                 (11,981)    (12,366)
                                                     --------    --------

Decrease in cash and cash equivalents                  (3,502)     (1,403)

Cash and cash equivalents, beginning of period         12,134      11,571
                                                     --------    --------

Cash and cash equivalents, end of period             $  8,632    $ 10,168
                                                     ========    ========

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 5 of 12


                   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.

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  September  30,  1997,  the  recorded
investment in notes that are considered to be impaired was $2,029,000.  Included
in this amount is $1,884,000 of impaired  notes for which the related  allowance
for losses is  $1,884,000  and  $145,000  for which there is no  allowance.  The
average  recorded  investment  in impaired  loans  during the nine months  ended
September  30,  1997 and  1996  was  approximately  $1,986,000  and  $2,618,000,
respectively.

         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.  Upon foreclosure,  this note was reclassified to
investment  in Joint  Ventures  on the  balance  sheet.  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 during the nine
months ended September 30, 1996.


<PAGE>


                                                                    Page 6 of 12


         The activity in the allowance for losses on notes receivable during the
nine months ended September 30, is as follows:

                                              1997            1996
                                            --------        --------
                                             (Amounts in Thousands)

         Beginning balance                  $  2,224        $  2,241
              Provision for losses               121             (17)
              Write downs                       (110)             -
                                            --------        --------
         Ending balance                     $  2,235        $  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 6,227,719  and  6,282,129 for the nine
months  ended  September  30,  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:

                                           September 30, December 31,
                                                1997        1996
                                              -------     -------
                                             (Amounts in Thousands)

        Assets                                $ 1,203     $ 4,002
        Liabilities                               355         382
        Partners' Capital                         848       3,620


                                    Three Months Ended    Nine Months Ended 
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)

        Revenue                      $   320  $   616     $   903  $ 1,656
        Expenses                         173      219         355      780
        Net Income                       147      397         548      876


<PAGE>


                                                                    Page 7 of 12


Financing Joint Venture

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

                                           September 30, December 31,
                                                1997        1996
                                              -------     -------
                                             (Amounts in Thousands)

        Assets                                $   872     $ 1,023
        Liabilities                               145         130
        Partners' Capital                         727         893

                                    Three Months Ended    Nine Months Ended 
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)

        Revenue                      $    31  $    40     $    99  $   124
        Expenses                           4        2          21        4
        Net Income                        27       38          78      120

Foreclosed Cable Systems Joint Ventures

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

                                           September 30, December 31,
                                                1997        1996
                                              -------     -------
                                             (Amounts in Thousands)

        Assets                                $ 1,209     $ 1,330
        Liabilities                               220         197
        Partners' Capital                         989       1,133

                                    Three Months Ended    Nine Months Ended 
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)
 
        Revenue                      $   270  $ 1,018     $   432  $ 2,219
        Expenses                         128      895         372    2,074
        Net Income                       142      123          60      145


<PAGE>


                                                                    Page 8 of 12

                   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 $1,057,000 and $3,232,000  during the three
and nine months  ended  September  30,  1997,  respectively,  as compared to net
income of  $1,893,000  and  $4,839,000  during the three and nine  months  ended
September 30, 1996, respectively. The decline in net income during the three and
nine months  ended  September  30,  1997,  is a result of a reduction  in rental
income.  Additionally,  the absence of a gain on sale of  securities  during the
nine months  ended  September  30, 1997 also  contributed  to the decline in net
income for the period.  During the nine months ended  September  30,  1996,  the
Partnership recognized a gain on sale of securities of $977,000.

         The decrease in total  revenues of $1,403,000  and  $4,279,000  for the
three and nine months ended September 30, 1997, respectively, as compared to the
same periods in 1996,  is primarily the result of decreases in rental income and
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 $50.8  million at September  30,
1997,  as  compared to $84.8  million at  September  30,  1996.  Another  factor
contributing to the decrease in rental income is equipment being held for 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 is $11.8  million at September  30, 1997, as compared to $19.5
million at September 30, 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 nine
months ended  September  30, 1997,  the  Partnership  invested $2 million in new
financing leases, compared to $6.1 million for the same period in 1996.

         The decline in total  revenues for the nine months ended  September 30,
1997, as compared to the same periods in the prior year, is also attributable to
the  absence  of a gain on sale of  securities.  During  the nine  months  ended
September  30, 1996,  the  Partnership  reported a gain on sale of securities of
$977,000.  The  securities  sold during 1996  consisted of common stock received
through the exercise of stock warrants  granted to the  Partnership as part of a
financing  agreement with several emerging growth  companies.  In addition,  the
Partnership owns shares of stock and stock warrants in emerging growth companies
that are publicly traded with unrealized  gains of $93,000 at September 30, 1997
compared to $67,000 at September 30, 1996. These  investments in stock and stock
warrants carry certain restrictions, but generally can be exercised within a one
year period.

         Partially  offsetting  the decreases in rental income and earned income
from financing leases for the nine months ended September 30, 1997,  compared to
the  same  period  in  1996,  is an  increase  in gain on sale of  equipment  of
$475,000.  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 $28 million for the nine months ended  September  30,


<PAGE>


                                                                    Page 9 of 12

1997, compared to $17.4  million for the same period in 1996.

         Total expenses  decreased by $582,000 and  $2,711,000  during the three
and nine months ended September 30, 1997, respectively,  as compared to the same
periods in 1996.  A majority  of the  decrease  in total  expenses is due to the
decrease in  depreciation  expense of $334,000 and  $2,102,000 for the three and
nine months  ended  September  30, 1997,  respectively,  as compared to the same
periods 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 nine months
ended September 30, 1997. The revenues from this cable television system did not
have a significant  impact upon total revenues  during the three and nine months
ended September 30, 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 $12,778,000 and $17,307,000 during
the nine  months  ended  September  30,  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 a slight  increase in  principal  payments  from notes  receivable  of
$188,000 for the nine months  ended  September  30,  1997,  compared to the same
period in 1996.  This  increase  is  attributable  to new  investments  in notes
receivable made during 1996 and 1997. During the nine months ended September 30,
1997, the  Partnership  invested $4.9 million in notes  receivable,  compared to
$1.8 million for the nine months ended September 30, 1996.

         Proceeds  from the sale of equipment  increased  during the nine months
ended  September 30, 1997, as compared to the same period in 1996.  The increase
of $452,000 during the nine months ended  September 30, 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
$1,560,000  during the nine months ended September 30, 1997, as compared to cash
distributions  of $297,000  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 nine months ended  September 30, 1997, the  Partnership
made  investments  in finance  leases and  equipment  leases  with an  aggregate


<PAGE>


                                                                   Page 10 of 12

original cost of $2 million, as compared to the $6.1 million acquired during the
same period in 1996.  The equipment  owned by the  Partnership  at September 30,
1997 approximates  $50.8 million,  as compared to the $84.8 million of equipment
owned at September 30, 1996. Additionally, the Partnership invested $4.9 million
in notes receivable  during the nine months ended September 30, 1997 compared to
$1.8 million for the same period in 1996.

         As of September 30, 1997, the  Partnership  owned  equipment being held
for lease with an original  purchase price of $9,403,000 and a net book value of
$280,000, compared to $10,925,000 and $961,000,  respectively,  at September 30,
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 nine  months  ended
September  30, 1997 was  $11,819,000,  as compared to  $11,926,000  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
$11,228,000  and  $11,329,000  in  distributions  during the nine  months  ended
September  30,  1997  and  1996,   respectively.   The  total   cumulative  cash
distribution to limited  partners as of September 30, 1997 was  $99,449,000,  as
compared to  $84,466,000  at September 30, 1996.  The General  Partner  received
$591,000  and  $597,000  for its share of the cash  available  for  distribution
during the nine months  ended  September  30, 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 11 of 12

                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP

                               September 30, 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:

                (27) Financial Data Schedule

            b)  Reports on 8-K:  None


<PAGE>


                                                                   Page 12 of 12

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


 November 12, 1997       Senior Vice President            /S/ GARY W. MARTINEZ
-------------------      and a Director of                ----------------------
                         Phoenix Leasing Incorporated     (Gary W. Martinez)
                         General Partner


 November 12, 1997       Chief Financial Officer,         /S/ PARITOSH K. CHOKSI
-------------------      Senior Vice President,           ----------------------
                         Treasurer and a Director of      (Paritosh K. Choksi)
                         Phoenix Leasing Incorporated
                         General Partner


 November 12, 1997       Senior Vice President,           /S/ BRYANT J. TONG
-------------------      Financial Operations of          ----------------------
                         (Principal Accounting Officer)   (Bryant J. Tong)
                         Phoenix Leasing Incorporated
                         General Partner