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, 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 September
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)
                                                      September 30, December 31,
                                                          1998          1997
                                                          ----          ----
ASSETS
Cash and cash equivalents                              $    8,291   $    9,218

Accounts receivable (net of allowance for losses on
   accounts receivable of $340 and $389 at September
   30, 1998 and December 31, 1997, respectively)               45          509

Notes receivable (net of allowance for losses on
   notes receivable of $2,352 and $2,268 at
   September 30, 1998 and December 31, 1997,
   respectively)                                            4,456        6,458

Equipment on operating leases and held for lease (net
   of accumulated depreciation of $5,478 and $11,646
   at September 30, 1998 and December 31, 1997,
   respectively)                                               43          128

Net investment in financing leases (net of allowance
   for early terminations of $692 and $777 at
   September 30, 1998 and December 31, 1997,
   respectively)                                            4,464        9,631

Investment in joint ventures                                  346          680

Capitalized acquisition fees (net of accumulated
   amortization of $10,552 and $10,252 at September
   30, 1998 and December 31, 1997, respectively)              379          680

Other assets                                                  104           86
                                                       ----------   ----------

     Total Assets                                      $   18,128   $   27,390
                                                       ==========   ==========

LIABILITIES AND PARTNERS' CAPITAL
Liabilities

   Accounts payable and accrued expenses               $    1,288   $    1,216
                                                       ----------   ----------
     Total Liabilities                                      1,288        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 September 30,
     1998 and December 31, 1997, respectively              16,806       26,169

   Unrealized gain on available-for-sale securities            34            5
                                                       ----------   ----------
     Total Partners' Capital                               16,840       26,174
                                                       ----------   ----------

     Total Liabilities and Partners' Capital           $   18,128   $   27,390
                                                       ==========   ==========

        The accompanying notes are an integral part of these statements.


                                       2
<PAGE>



                   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,
                                             1998     1997      1998      1997
                                             ---      ----      ----      ----
INCOME
   Rental income                           $   792  $   769    $ 1,815   $ 2,155
   Earned income, financing leases             223      510        867     1,769
   Gain on sale of equipment                    22      104        177       770
   Equity in earnings from joint ventures,
     net                                        69       66        273       241
   Interest income, notes receivable           235      349        697       824
   Other income                                105      135        410       468
                                           -------  -------    -------   -------
     Total Income                            1,446    1,933      4,239     6,227
                                           -------  -------    -------   -------

EXPENSES
   Depreciation                                 66      243        301       768
   Amortization of acquisition fees             98      129        300       418
   Lease related operating expenses             16       20         71       199
   Management fees to General Partner          121      165        364       517
   Reimbursed administrative costs
     to General Partner                         49       90        213       409
   Provision for losses on receivables          27       86        116       281
   Legal expenses                               82      104        267       255
   General and administrative expenses          33       39        140       151
                                           -------  -------    -------   -------
     Total Expenses                            492      876      1,772     2,998
                                           -------  -------    -------   -------

NET INCOME BEFORE INCOME TAXES             $   954  $ 1,057    $ 2,467   $ 3,229

   Income tax benefit (expense)               --       --           (2)        3
                                           -------  -------    -------   -------

NET INCOME                                 $   954  $ 1,057    $ 2,465   $ 3,232
                                           =======  =======    =======   =======

NET INCOME PER LIMITED
   PARTNERSHIP UNIT                        $   .12  $   .13    $   .30   $   .42
                                           =======  =======    =======   =======

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

ALLOCATION OF NET INCOME:
     General Partner                       $   196  $   196    $   588   $   591
     Limited Partners                          758      861      1,877     2,641
                                           -------  -------    -------   -------
                                           $   954  $ 1,057    $ 2,465   $ 3,232
                                           =======  =======    =======   =======

        The accompanying notes are an integral part of these statements.



                                       3
<PAGE>


                   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,
                                                            1998        1997
                                                            ----        ----
Operating Activities:
--------------------
   Net income                                             $  2,465   $  3,232
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                            301        768
       Amortization of acquisition fees                        300        418
       Equity in earnings from joint ventures, net            (273)      (241)
       Gain on sale of equipment                              (177)      (770)
       Gain on sale of securities                              (37)      --
       Provision for early termination, financing leases        31        160
       Provision for losses on notes receivable                 84        121
       Decrease in accounts receivable                         464         92
       Increase in accounts payable and accrued expenses        76         39
       Decrease (increase) in deferred income tax asset          7         (3)
       Decrease in other assets                                  5         95
                                                          --------   --------
Net cash provided by operating activities                    3,246      3,911
                                                          --------   --------

Investing Activities:
--------------------
   Principal payments, financing leases                      4,792      6,868
   Principal payments, notes receivable                      2,086      1,999
   Proceeds from sale of equipment                             257      1,212
   Proceeds from sale of securities                             37       --
   Distributions from joint ventures                           607      1,560
   Investment in financing leases                             --       (1,986)
   Investment in notes receivable                             (118)    (4,920)
   Payment of acquisition fees                                  (5)      (165)
                                                          --------   --------
Net cash provided by investing activities                    7,656      4,568
                                                          --------   --------

Financing Activities:
--------------------
   Redemptions of capital                                      (60)      (162)
   Distributions to partners                               (11,769)   (11,819)
                                                          --------   --------
Net cash used by financing activities                      (11,829)   (11,981)
                                                          --------   --------

Decrease in cash and cash equivalents                         (927)    (3,502)

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

Cash and cash equivalents, end of period                  $  8,291   $  8,632
                                                          ========   ========

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

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

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

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

         Reclassification  - Certain  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 September 30, 1998, the Partnership has
investments in notes  receivable,  before allowance for losses, of $6,808,000 of
which $2,215,000 is considered to be impaired.  The Partnership has an allowance


                                       5
<PAGE>

for  losses of  $2,352,000  as of  September  30,  1998.  The  average  recorded
investment in impaired loans during the nine months ended September 30, 1998 and
1997 was approximately $2,092,000 and $1,986,000, respectively.

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

         Beginning balance                        $ 2,268      $ 2,224
              Provision for losses                     84          121
              Write downs                            --           (110)
                                                  -------      -------
         Ending balance                           $ 2,352      $ 2,235
                                                  =======      =======

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 6,196,526  and  6,227,719 for the nine
months  ended  September  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:

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

         Assets                                   $147            $730
         Liabilities                                78             156
         Partners' Capital                          69             574

                                   Three Months Ended   Nine Months Ended
                                      September 30,        September 30,
                                     1998      1997      1998      1997
                                     ----      ----      ----      ----
                                           (Amounts in Thousands)

         Revenue                     $133      $320      $689      $903
         Expenses                       8       173        55       355
         Net Income                   125       147       634       548



                                       6
<PAGE>


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

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

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

         Assets                                       $613         $803
         Liabilities                                   143          136
         Partners' Capital                             470          667

                                      Three Months Ended  Nine Months Ended
                                         September 30,      September 30,
                                         1998    1997        1998    1997
                                         ----    ----        ----    ----
                                             (Amounts in Thousands)

         Revenue                         $20      $31       $68      $99
         Expenses                          5        4        13       21
         Net Income                       15       27        55       78

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,
                                                      1998         1997
                                                      ----         ----
                                                    (Amounts in Thousands)

         Assets                                       $602         $909
         Liabilities                                    70          240
         Partners' Capital                             532          669

                                    Three Months Ended  Nine Months Ended
                                       September 30,      September 30,
                                       1998     1997     1998      1997
                                       ----     ----     ----      ----
                                            (Amounts in Thousands)

         Revenue                      $  96    $ 270    $ 219     $ 432
         Expenses                        77      128      275       372
         Net Income (Loss)               19      142      (56)       60

Note 7.  Legal Proceedings.
         -----------------

         On October 28, 1997, a Class Action Complaint was filed against Phoenix
Leasing  Incorporated,  Phoenix  Leasing  Associates,  II and III  LP.,  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,


                                       7
<PAGE>

1997. The Complaint  seeks  declaratory and other relief  including  accounting,
receivership,  imposition of a constructive  trust and judicial  dissolution and
winding up of the Partnerships,  and damages based on fraud, breach of fiduciary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.  Discovery has not commenced.  The Companies  intend to vigorously
defend the Complaint.

         Plaintiffs  severed  one cause of action  from the  Complaint,  a claim
related to the marketing and sale of CDF V, and  transferred  it to Marin County
Superior Court (the "Marin Action").  Plaintiffs  subsequently amended the Marin
Action on August 14, 1998. On October 23, 1998,  the Companies  filed a demurrer
to the Marin Action,  seeking its dismissal.  Discovery has not  commenced.  The
Companies intend to vigorously defend the Complaint.

         During the nine months  ended  September  30,  1998,  the  Partnerships
recorded legal expenses of  approximately  $108,000 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 $954,000 and $2,465,000
during the three and nine months  ended  September  30, 1998,  respectively,  as
compared to net income of $1,057,000  and  $3,232,000  during the three and nine
months ended  September 30, 1997,  respectively.  The decrease in net income for
the three and nine months ended September 30, 1998, compared to the same periods
in 1997, is a result of a decrease in earned income from financing leases.

         The decrease in total income of $487,000 and  $1,988,000  for the three
and nine months ended September 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 $287,000  and  $902,000 for the three and nine months
ended  September  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 $4.5 million at September 30, 1998, as
compared to $11.8  million at September  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 nine months ended September 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 $82,000 and  $593,000 for the
three and nine months ended  September 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 $20.4  million for the nine months ended  September  30, 1998,
compared to $28 million for the same period in 1997.

         An additional factor  contributing to the decline in total revenues for
the nine months ended  September 30, 1998,  compared to the same period in 1997,
is the decrease in rental  income.  Rental income  decreased by $340,000 for the
nine months ended  September 30, 1998,  compared to the same period in 1997. The
decrease  in rental  income for the nine  months  ended  September  30,  1998 is
reflective of a decrease in the size of the equipment portfolio. The Partnership
owned  equipment  with an aggregate  original cost of $24.9 million at September
30, 1998,  as compared to $50.8 million at September  30, 1997.  Another  factor
contributing  to the  decrease in rental  income is off lease  equipment.  As of
September  30, 1998,  the  Partnership  owned  equipment  held for lease with an
original purchase price of $8 million and a net book value of $40,000,  compared


                                       9
<PAGE>

to $9.4 million and $280,000,  respectively,  at September 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 by $23,000 for the three months
ended September 30, 1998,  compared to the same period in the prior year. During
the quarter ended September 30, 1998, the Partnership  received settlements from
defaulted  lessees  which more than  mitigated the factors  contributing  to the
decline in rental income for the nine months ended September 30, 1998.

         Total expenses  decreased by $384,000 and  $1,226,000  during the three
and nine months ended  September  30,  1998,  as compared to the same periods in
1997.  The  decrease  in total  expenses  for the  three and nine  months  ended
September  30, 1998,  compared to the same periods in the  previous  year,  is a
result of a decrease in nearly all of the items comprising total expenses. These
decreases are the result of the continued  decrease in the size of the equipment
portfolio.

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 $10,124,000 and $12,778,000 during the nine months ended
September 30, 1998 and 1997, respectively. The net decrease in cash generated is
due to a decrease in payments on financing leases, as previously discussed above
in the Results of Operations.

         The  Partnership  received cash  distributions  from joint  ventures of
$607,000  during the nine months ended  September  30, 1998, as compared to cash
distributions  of  $1,560,000  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  but
invested $118,000 in notes receivable during the nine months ended September 30,
1998,  compared to $2 million in new  investments  in financing  leases and $4.9
million in new notes receivable during the nine months ended September 30, 1997.

         The total  cash  distributed  to  partners  for the nine  months  ended
September  30, 1998 was  $11,769,000,  as compared to  $11,819,000  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
$11,181,000  and  $11,228,000  in  distributions  during the nine  months  ended
September 30, 1998 and 1997,  respectively.  The cumulative distributions to the
Limited  Partners are  $114,361,000 and $99,449,000 as of September 30, 1998 and
1997,  respectively.  The General Partner received $588,000 and $591,000 for its
share of the cash  available  for  distribution  during  the nine  months  ended
September 30, 1998 and 1997, respectively.


                                       10
<PAGE>


         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.

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

Impact of the Year 2000 Issue

         The "Year 2000 problem" arose because many existing  computer  programs
use only the last two digits to refer to a year. Therefore,  these computers and
computer programs do not properly recognize a year that begins with "20" instead
of the familiar "19." If not corrected, many computer applications could fail or
create erroneous results.

         The  General  Partner  has  performed  an  assessment  of the  computer
programs  used to conduct the  business of the  Partnership  that are subject to
Year 2000 risk.  The General  Partner and its  affiliates  are  currently in the
process  of  testing,  upgrading,  modifying  and  replacing  existing  computer
programs  that  have  been  determined  not to be  Year  2000  compliant.  It is
estimated  that this project will be  completed  in mid 1999.  However,  if this
project is not  completed in a timely  matter,  the Year 2000 issue could have a
material impact on the Partnership's operations.  The costs of these changes are
being incurred by the General Partner or its  affiliates.  Costs incurred by the
Partnership will be expensed as incurred and are not currently anticipated to be
material to the Partnership's  financial position or results of operations.  The
General Partner currently does not have a contingency plan, but will continue to
evaluate the need for such plan as systems and programs are tested.

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

         The assessments of the risks and costs of the Year 2000 issue are based
on management's  best estimates.  However,  there can be no guarantee that these
estimates will be achieved and the actual results could differ  materially  from
those estimates.



                                       11
<PAGE>



                   PHOENIX LEASING CASH DISTRIBUTION FUND IV,
                        A CALIFORNIA LIMITED PARTNERSHIP

                               September 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  LP.,  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 a constructive  trust and judicial  dissolution and
winding up of the Partnerships,  and damages based on fraud, breach of fiduciary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.  Discovery has not commenced.  The Companies  intend to vigorously
defend the Complaint.

         Plaintiffs  severed  one cause of action  from the  Complaint,  a claim
related to the marketing and sale of CDF V, and  transferred  it to Marin County
Superior Court (the "Marin Action").  Plaintiffs  subsequently amended the Marin
Action on August 14, 1998. On October 23, 1998,  the Companies  filed a demurrer
to the Marin Action,  seeking its dismissal.  Discovery has not  commenced.  The
Companies intend to vigorously defend the Complaint.

         During the nine months  ended  September  30,  1998,  the  Partnerships
recorded legal expenses of  approximately  $108,000 in connection with the above
litigation as indemnification to the General Partner.

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


November 11, 1998        Executive Vice President,          /S/ GARY W. MARTINEZ
-------------------      Chief Operating Officer            --------------------
                         and a Director of                  (Gary W. Martinez)
                         Phoenix Leasing Incorporated
                         General Partner


November 11, 1998        Chief Financial Officer,           /S/ HOWARD SOLOVEI
-------------------      Treasurer and a Director of        --------------------
                         Phoenix Leasing Incorporated       (Howard Solovei)
                         General Partner


November 11, 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