UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                   -----------

                                  FORM 10-KSB/A
                                AMENDMENT NO. 2

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

For the fiscal year ended December 31, 2000       Commission File Number 0-25278


                  PHOENIX LEASING AMERICAN BUSINESS FUND, L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          California                                     68-0293258
-------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

2401 Kerner Boulevard, San Rafael, California            94901-5527
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(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:     (415) 485-4500
                                                        --------------

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities  registered  pursuant to Section  12(g) of the Act:  Units of Limited
Partnership Interest

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.
_____________

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
requirements for the past 90 days.

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

The Registrant's revenue for its most recent fiscal year was $5,474,000.

As of December 31, 2000,  1,551,526 Units of Limited  Partnership  interest were
outstanding.  No  market  exists  for the  Units  of  Partnership  interest  and
therefore there exists no aggregate market value at December 31, 2000.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format:

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


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<PAGE>

              (1)                           (2)                        (3)
         Title of Class          Amount Beneficially Owned      Percent of Class
         --------------          -------------------------      ----------------

     General Partner Interest   Represents a 4% interest in the          100%
                                Registrant's profits and
                                distributions, until the
                                Limited Partners have recovered
                                their capital contributions
                                plus a cumulative return of 11%
                                per annum, compounded quarterly,
                                on the unrecovered portion thereof.
                                Thereafter, the General Partner will
                                receive 15% interest in the
                                Registrant's profits and distributions.

     Limited Partner Interest   950 units                                .06


Item 12. Certain Relationships and Related Transactions.

         None.


                                     PART IV

Item 13.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
              ----------------------------------------------------------------

                                                                      Page No.
                                                                      --------
(a)      1.   Financial Statements:

              Balance Sheet as of December 31, 2000                      11
              Statements of Operations and Comprehensive Income
                for the year ended December 31, 2000 and 1999            12
              Statements of Partners' Capital for the year
                ended December 31, 2000 and 1999                         13
              Statements of Cash Flows for the year ended
                December 31, 2000 and 1999                               14
              Notes to Financial Statements                         15 - 21

         All other schedules are omitted because they are not applicable, or not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.

(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed for the quarter  ended  December  31,
         2000.

(c)      Exhibits

         21.  Additional Exhibits

              a) Balance Sheets of Phoenix Leasing
                   Associates III, Inc.                            E21  1-6
                 Balance Sheets of Phoenix Leasing
                   Associates III L.P.                             E21  7-11

         27.  Financial Data Schedule


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<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 AMERICAN BUSINESS FUND, L.P.,
                                   a California limited partnership
                                               (Registrant)

                                   By: PHOENIX LEASING ASSOCIATES III L.P.,
                                       a California limited partnership,
                                       General Partner

                                   By: PHOENIX LEASING ASSOCIATES III, INC.,
                                       a Nevada corporation,
                                       General Partner



      Date: December 20, 2001      By: /S/  GUS CONSTANTIN
            -----------------          -------------------------
                                       Gus Constantin, President


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

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


/S/GUS CONSTANTIN     President and a Director                 December 20, 2001
--------------------  of Phoenix Leasing Associates III, Inc.  -----------------
(Gus Constantin)


/S/GARY W. MARTINEZ   Senior Vice President and a Director of  December 20, 2001
--------------------  Phoenix Leasing Associates III, Inc.     -----------------
(Gary W. Martinez)


/S/ANDREW N. GREGSON  Vice President, Chief Financial          December 20, 2001
--------------------  Officer and a Director of                -----------------
(Andrew N. Gregson)   Phoenix Leasing Associates III, Inc.

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