UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                   -----------

                                   FORM 10-KSB/A
                                  AMENDMENT NO. 1

  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
--------------------------------------------------------------------------------
(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
                            -------                     -------


                                        1
<PAGE>

         The following  item  appearing in the Annual  Report on Form-10KSB  for
Phoenix Leasing American  Business Fund, L.P. (the  Partnership),  as originally
filed March 22, 2001, is hereby amended.

Item 6.       Management's  Discussion  and Analysis of Financial  Condition and
              ------------------------------------------------------------------
              Results of Operations.
              ---------------------
Results of Operations

         Phoenix Leasing American Business Fund, L.P. (the Partnership) reported
net income of $3,744,000 during the year ended December 31, 2000, as compared to
net income of $1,390,000 during 1999. The increase in net income during 2000, as
compared to 1999,  is primarily due to an increase in gain on sale of securities
and by decreases in a majority of the expense items.

         Total income increased by $1,703,000 during the year ended December 31,
2000,  as  compared  to the same  period  in 1999.  The  increase  in  income is
primarily due to an increase in gain on sale of  securities of $2,126,000  which
was partially  offset by a decrease in rental income of $231,000,  earned income
from financing  leases of $217,000 and interest income from notes  receivable of
$137,000.

         The Partnership reported a gain on sale of securities of $2,448,000 for
the year ended  December 31, 2000,  compared to $322,000 in 1999. The securities
sold for both 2000 and 1999  consisted  of common  stock  received  through  the
exercise  of stock  warrants  granted to the  Partnership  as part of  financing
agreements  with  emerging  growth  companies  that  are  publicly  traded.  The
Partnership  received proceeds of $2,448,000 and $322,000 from the sale of these
securities  during the year ended December 31, 2000 and 1999,  respectively.  In
addition,  at December 31, 2000, the Partnership  owns shares of stock and stock
warrants  in  emerging  growth  companies  that  are  publicly  traded  with  an
unrealized gain of  approximately  $2,000.  These stock warrants contain certain
restrictions, but are generally exercisable within one year.

         Rental  income  decreased by $231,000  for the year ended  December 31,
2000,  compared to the same  period in 1999.  The  decrease in rental  income is
reflective of a reduction in the size of the equipment portfolio. As of December
31, 2000, the Partnership owned equipment with an aggregate original cost of $12
million   compared  to  $15  million  at  December  31,  1999.   Another  factor
contributing  to the decrease in rental income is the  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.  As of December 31, 2000, the Partnership owned
equipment being held for lease with an original purchase price of $3,069,000 and
a net book value of $157,000, compared to $3,040,000 and $32,000,  respectively,
at December 31, 1999. The General Partner is actively engaged,  on behalf of the
Partnership,  in  remarketing  and selling  the  Partnership's  equipment  as it
becomes available. Rental income for the year ended December 31, 1999 was higher
than usual as a result of financing leases reaching the end of their contractual
term and being renewed on a month to month basis as well as lessees of financing
leases exercising their option to renew their lease for a fixed term in order to
purchase  the  equipment.  The  increase  in  rental  income is also a result of
settlements  from defaulted  leases from which principal and unpaid interest was
recovered.

         Earned income from financing  leases  decreased by $217,000  during the
year ended  December  31,  2000,  as compared  to the same  period in 1999.  The
decrease in earned income from financing  leases is a result of a decline in the
Partnership's  investment in financing leases.  The Partnership's net investment
in  financing  leases was $4 million at  December  31,  2000,  as compared to $5
million at December 31, 1999.  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 life of the lease  using  the  interest
method.  This decrease will be offset in part by a continuous  investment of the
excess cash flows of the  Partnership in new leasing and financing  transactions
over  the  life of the  Partnership.  During  2000,  the  Partnership  made  new
investments in financing leases of $2.2 million, compared to $2.9 million during
1999.

         Interest  income from notes  receivable  decreased  by $137,000 for the
year ended December 31, 2000,  compared to 1999. The decrease in interest income
from notes  receivable is attributable  overall to the decline in net investment
in notes receivable; however this decrease was offset by new investments made in
notes  receivable  during 2000 and 1999. The Partnership made new investments in
notes receivable of $2 million and $3.1 million for the years ended December 31,
2000 and 1999, respectively.

                                       2
<PAGE>


         Total  expenses  decreased by $651,000 for the year ended  December 31,
2000,  as compared to the same period in the prior year.  The  decrease in total
expenses for the year ended  December  31, 2000,  compared to the same period in
the previous  year,  is due to a decrease in nearly all of the items  comprising
total expenses,  with  depreciation  expense  contributing the largest decrease.
This decrease in deprecation is the result of the continued decrease in the size
of the equipment  portfolio.  Depreciation expense decreased $484,000 during the
year ended December 31, 2000,  respectively,  compared to 1999. 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.

         In  addition  to  providing  an  allowance   based  on  formulas   that
incorporate historical loss data, management  periodically  specifically reviews
each  individual  loan and  lease in the  Partnership's  portfolio  for  payment
delinquencies and other identified weaknesses. When management determines that a
lease  or loan is  impaired,  it  provides  for the loss  and  takes a  specific
write-down  to reduce the  reported  value of that lease or loan to the  present
value of the expected  future cash flows  discounted  at the original  effective
interest rate or, if collectability of the lease or loan is collateral dependent
(which is generally the case), to the fair value of the collateral.

         Thus far  during  the first  quarter  of 2001,  leases and loans with 4
lessees and borrowers  totaling $585,000 as of December 31, 2000 became impaired
in the Growth Capital portfolio. As a result, we expect the Provision for losses
on leases and loans and the  write-off in the first quarter of 2001 to be larger
than in previous  years. As of December 31, 2000, the Partnership has $7,323,000
invested in leases and loans in the Growth Capital  portfolio,  which is made up
of early stage companies in various growth  industries,  some of which have been
adversely  affected by the recent economic  downturn.  Continued weakness in the
economy  could  cause the  Provision  for  losses  on  leases  and loans and the
write-off to continue at higher than historical levels. The General Partner will
continue to monitor the leases and loans in this  portfolio for  indications  of
deterioration  in the portfolio and  impairment  and will record a provision for
losses on leases and loans as soon as losses become probable.

         Inflation  affects the  Partnership  in relation to the current cost of
equipment  placed on lease and the residual  values  realized when the equipment
comes  off-lease and is sold.  During the last several years  inflation has been
low, thereby having very little impact upon the Partnership.

Liquidity and Capital Resources

         The  Partnership's  primary source of liquidity comes from  contractual
obligations with lessees and borrowers for fixed terms at fixed payment amounts.
The future  liquidity of the  Partnership  is dependent  upon the payment of the
Partnership's  contractual  obligations  from its lessees and borrowers.  As the
initial lease terms of the Partnership's short term operating leases expire, the
Partnership  will  re-lease or sell the equipment as it becomes  available.  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 when the lease terms expire.

         The Partnership reported net cash from leasing and financing activities
of  $8,763,000  during  the  year  ended  December  31,  2000,  as  compared  to
$10,268,000  during the same period in 1999.  This decrease is reflective of the
decrease in payments  received from financing leases and rental income offset by
an increase in principal payments from notes receivable, as previously discussed
in the Results of Operations.

         During the year ended December 31, 2000, the Partnership  invested $2.2
million in finance  leases and $2 million in notes  receivable,  as  compared to
investments  of $2.9  million  in  finance  leases  and  $3.1  million  in notes
receivable during the same period in 1999.

                                       3
<PAGE>


         As of December 31, 2000, the Partnership  reported equipment being held
for lease with an original cost of $3,069,000  and a net book value of $157,000,
as  compared  to  equipment  being  held  for  lease  with an  original  cost of
$3,040,000  and a net book value of $32,000 at December  31,  1999.  The General
Partner,  on behalf of the  Partnership,  is actively engaged in the remarketing
and  selling  of  the  Partnership's  equipment  as  it  comes  available.   The
Partnership  received  proceeds  from the sale of  equipment of $548,000 for the
year ended  December 31,  2000,  compared to $347,000 for the same period in the
previous  year.  The net book value of the equipment  sold during the year ended
December 31, 2000 was $286,000,  compared to $32,000 for the  equipment  sold in
1999.

         The  Partnership  negotiated  a $20 million  term line of credit from a
bank in November 1993 for the purchase of equipment and other  property  subject
to lease and is to be repaid in 49 equal monthly  installments  of principal and
interest  at a  variable  rate.  The $20  million  term line of credit was fully
utilized by the  Partnership  prior to its expiration date of November 30, 1995.
The Partnership has repaid the loan in 1999.

         The  Partnership  entered into a second line of credit in the amount of
$6 million on November 15, 1994 with another bank, which expired on December 31,
1996.  This credit line was for the  purchase of  equipment  and other  personal
property  assets subject to lease with interest tied to the lender's prime rate.
The  Partnership  had  borrowed  $3  million  under  this  loan  agreement.  The
Partnership has repaid the loan in 1999.

         The Partnership's  outstanding debt was repaid as of December 31, 1999;
therefore no payments of principal  were made during the year ended December 31,
2000, as compared to $1,125,000 during the year ended December 31, 1999.

         The cash  distributed  to partners  during the year ended  December 31,
2000 was $3,894,000,  as compared to $3,887,000  during the same period in 1999.
In accordance with the partnership agreement,  the limited partners are entitled
to 96% of the  cash  available  for  distribution  and the  General  Partner  is
entitled to four percent.  As a result, the limited partners received $3,738,000
and  $3,733,000 in cash  distributions  during the years ended December 31, 2000
and  1999,   respectively.   As  of  December  31,  2000,  the  cumulative  cash
distributions  to limited partners was $21,072,000 as compared to $17,334,000 at
December 31,  1999,  respectively.  The General  Partner  received  $156,000 and
$154,000  during the years ended December 31, 2000 and 1999,  respectively.  The
Partnership anticipates making distributions to partners during 2001 at least at
the same rate as in 2000.

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

         Forward-looking statements in this report are made pursuant to the safe
harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Actual  results could differ from those  anticipated  by some of the  statements

                                       4
<PAGE>

made above. Limited Partners are cautioned that such forward-looking  statements
involve risks and uncertainties including without limitation the following:  (i)
the  Partnership's  plans are subject to change at any time at the discretion of
the General Partner of the Partnership,  (ii) future technological  developments
in the industry in which the Partnership operates, (iii) competitive pressure on
pricing or services,  (iv) substantial  customer defaults or cancellations,  (v)
changes  in  business  conditions  and the  general  economy,  (vi)  changes  in
government regulations affecting the Partnership's core businesses and (vii) the
ability of the Partnership to sell its remaining assets.

         In  accordance  with  section  13.2(a)  of  the  amended  and  restated
agreement of limited  partnership,  the estimated  annual average Unit valuation
(unaudited)  is  estimated  by  the  General  Partner  to  be  $10  per  limited
partnership unit at December 31, 2000.



                                       5
<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: September 17, 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 of            September 17, 2001
---------------------  Phoenix Leasing Associates III, Inc.   ------------------
(Gus Constantin)


/S/ GARY W. MARTINEZ   Senior Vice President and a Director   September 17, 2001
---------------------  of Phoenix Leasing Associates III, Inc.------------------
(Gary W. Martinez)


/S/ ANDREW N. GREGSON  Vice President, Chief Financial        September 17, 2001
---------------------  Officer and a Director of              ------------------
(Andrew N. Gregson)    Phoenix Leasing Associates III, Inc.




                                        6