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 0-16615
                                                -------


                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                        A CALIFORNIA LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
                                   Registrant

          California                                      68-0062480
------------------------------               -----------------------------------
     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 _____

516,716 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 III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                     September 30,  December 31,
                                                         1997           1996
                                                       --------       --------
ASSETS
Cash and cash equivalents                              $  2,794       $ 15,591

Accounts receivable (net of allowance for
   losses on accounts receivable of $75 and
   $56 at September 30, 1997 and December 31,
   1996, respectively)                                      194             89

Notes receivable (net of allowance for losses
   on notes receivable of $604 at September 30,
   1997 and December 31, 1996)                               45             58

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $11,264
   and $12,885 at September 30, 1997 and December
   31, 1996, respectively)                                 --                1

Cable systems, property and equipment (net of
   accumulated depreciation of $449 and $239 at
   September 30, 1997 and December 31, 1996,
   respectively)                                          3,138          3,215

Cable subscriber lists (net of accumulated
   amortization of $333 and $189 at September 30,
   1997 and December 31, 1996, respectively)              1,182          1,464

Investment in joint ventures                                451            547

Capitalized acquisition fees (net of accumulated
   amortization of $8,265 at September 30, 1997
   and December 31, 1996)                                    11             11

Other assets                                                 38             15
                                                       --------       --------

     Total Assets                                      $  7,853       $ 20,991
                                                       ========       ========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities

   Accounts payable and accrued expenses               $    579       $  2,847

   Minority interest in subsidiary                         --                9
                                                       --------       --------

     Total Liabilities                                      579          2,856
                                                       --------       --------

Partners' Capital (Deficit)

   General Partner                                          (18)           (25)

   Limited Partners, 600,000 units authorized,
     528,151 units issued and 516,716 units
     outstanding at September 30, 1997 and
     December 31, 1996                                    7,292         18,160
                                                       --------       --------

     Total Partners' Capital (Deficit)                    7,274         18,135
                                                       --------       --------

     Total Liabilities and Partners' Capital
      (Deficit)                                        $  7,853       $ 20,991
                                                       ========       ========

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 3 of 12


                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
                      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                          $   106   $   197   $   310   $   785
   Gain on sale of cable systems              169       332       169     1,510
   Cable subscriber revenue                   426       977     1,278     2,709
   Interest income, notes receivable           78        11       107        73
   Equity in earnings (losses) from
    joint ventures, net                       (40)       68         6       196
   Gain on sale of securities                   1       102       151       125
   Other income                                58       122       237       306
                                          -------   -------   -------   -------
     Total Income                             798     1,809     2,258     5,704
                                          -------   -------   -------   -------

EXPENSES
   Depreciation and amortization              119       308       338     1,482
   Lease related operating expenses             5        10        26        82
   Program service, cable system              127       270       394       781
   Management fees to General Partner
    and affiliate                              33       410        86       655
   Reimbursed administrative costs to
    General Partner                            25        42       100       130
   Provision for (recovery of) losses
    on receivables                             32      (124)       40    (2,223)
   Legal expense                               21        22        59       222
   General and administrative expenses        150       266       457       729
                                          -------   -------   -------   -------
     Total Expenses                           512     1,204     1,500     1,858
                                          -------   -------   -------   -------

NET INCOME BEFORE MINORITY INTEREST           286       605       758     3,846

Minority interest in losses (earnings)
 of subsidiary                                 (2)       (2)        6      (205)
                                          -------   -------   -------   -------

NET INCOME                                $   284   $   603   $   764   $ 3,641
                                          =======   =======   =======   =======


NET INCOME PER LIMITED
PARTNERSHIP UNIT                          $   .55   $  1.16   $  1.47   $  6.98
                                          =======   =======   =======   =======

DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT                          $  --     $  --     $ 22.50   $  3.78
                                          =======   =======   =======   =======

ALLOCATION OF NET INCOME:
     General Partner                      $     3   $     6   $     6   $    37
     Limited Partners                         281       597       758     3,604
                                          -------   -------   -------   -------
                                          $   284   $   603   $   764   $ 3,641
                                          =======   =======   =======   =======

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 4 of 12


                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                            Nine Months Ended
                                                              September 30,
                                                             1997      1996
                                                           --------  --------
Operating Activities:
   Net income                                              $    764  $  3,641
   Adjustments to reconcile net income
     to net cash provided (used) by
     operating activities:
       Depreciation and amortization                            338     1,482
       Gain on sale of cable systems                           (169)   (1,510)
       Gain on sale of equipment                                (51)      (51)
       Equity in earnings from joint ventures, net               (6)     (196)
       Recovery of losses on notes receivable                  --      (2,185)
       Provision for losses on accounts receivable               40        43
       Recovery of early termination, financing leases         --         (81)
       Gain on sale of securities                              (151)     (125)
       Increase in accounts receivable                           (7)     (222)
       Decrease in accounts payable and accrued expenses     (2,252)     (184)
       Increase in other assets                                 (23)       (4)
       Minority interest in earnings (losses) 
        of subsidiary                                            (6)      205
       Other                                                   --         374
                                                           --------  --------

       Net cash provided (used) by operating activities      (1,523)    1,187
                                                           --------  --------

Investing Activities:
   Principal payments, notes receivable                          13     1,585
   Proceeds from sale of cable systems                          169    11,458
   Proceeds from sale of equipment                               52        62
   Proceeds from sale of securities                             151       125
   Distributions from joint ventures                            102       156
   Cable systems, property and equipment                       (134)     (272)
                                                           --------  --------

Net cash provided by investing activities                       353    13,114
                                                           --------  --------

Financing Activities:
   Payments of principal, notes payable                        --        (729)
   Distributions to partners                                (11,625)   (1,954)
   Distributions to minority partners                            (2)     (632)
                                                           --------  --------

Net cash used by financing activities                       (11,627)   (3,315)
                                                           --------  --------

Increase (decrease) in cash and cash equivalents            (12,797)   10,986

Cash and cash equivalents, beginning of period               15,591     3,619
                                                           --------  --------

Cash and cash equivalents, end of period                   $  2,794  $ 14,605
                                                           ========  ========

Supplemental Cash Flow Information:
   Cash paid for interest expense                          $   --    $     26

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 5 of 12

                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
                   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.

Note 4.       Notes Receivable.

         Impaired  Notes  Receivable.   At  September  30,  1997,  the  recorded
investment  in notes that are  considered  to be impaired was $649,000 for which
the related allowance for losses was $604,000.  The average recorded  investment
in impaired  loans during the nine months ended  September 30, 1997 and 1996 was
approximately $653,000 and $1,820,000, respectively.

         During the quarter ended September 30, 1996, the Partnership received a
settlement  on one of its  notes  receivable  from  a  cable  television  system
operator  which was  considered  to be impaired  under  Statement  No. 114.  The
Partnership  received a partial recovery of $1,008,000 as a settlement which was
applied  towards  the  $1,781,000   outstanding  note  receivable  balance.  The
remaining balance of $773,000 was written-off  through its related allowance for
loan losses  provided for in a previous year.  Upon receipt of the settlement of
this note receivable,  the Partnership  reduced the remaining allowance for loan
losses for this note by $150,000  during the quarter  ended  September 30, 1996.
This  reduction in the allowance for loan losses was recognized as income during
the period.

         The Partnership also wrote-off the outstanding note receivable  balance
of  $243,000  during  the  quarter  ended  September  30,  1996 from a  security
monitoring  system  company  which  was  considered  to be  impaired.  This note
receivable had been fully reserved for in a previous year.


<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                 $     604      $   3,880
              Provision for losses                -          (2,185)
              Write downs                         -          (1,016)
                                           ---------      ---------
         Ending balance                    $     604      $     679
                                           =========      =========

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  516,716  for the nine  months  ended
September 30, 1997 and 1996.  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 Ventures

         The aggregate  combined  financial  information of the equipment  joint
ventures is presented as follows:

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

        Assets                                $ 1,342     $ 2,851
        Liabilities                               514         733
        Partners' Capital                         828       2,118


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

        Revenue                      $   240  $   757     $ 1,431  $ 2,644
        Expenses                         901      383       1,569    1,471
        Net Income (Loss)               (661)     374        (138)   1,173


<PAGE>


                                                                    Page 7 of 12

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                                $ 2,220     $ 2,203
        Liabilities                               472         377
        Partners' Capital                       1,748       1,826

                                    Three Months Ended    Nine Months Ended
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)
 
        Revenue                      $   257  $   266     $   762  $   783
        Expenses                         278      262         829      798
        Net Income (Loss)                (21)       4         (67)     (15)


<PAGE>


                                                                    Page 8 of 12

                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES

Item 2.       Management's  Discussion and  Analysis of  Financial Condition and
              Results of Operations.


Results of Operations

         Phoenix  Leasing  Cash  Distribution  Fund III,  a  California  limited
partnership and Subsidiaries (the  Partnership)  reported net income of $284,000
and  $764,000  for  the  three  and  nine  months  ended   September  30,  1997,
respectively,  as compared to net income of $603,000 and $3,641,000 for the same
periods in 1996.  The  decrease in net income  experienced  during the three and
nine months ended  September 30, 1997 is primarily  attributable  to declines in
gain on sale of  cable  systems,  net  revenues  from  cable  television  system
operations and rental income. Additionally, the Partnership recorded a provision
for losses on  receivables  for the three and nine months  ended  September  30,
1997,  compared to a recovery of losses on  receivables  for the same periods in
1996.

         During the nine months ended  September  30, 1996,  Phoenix  Black Rock
Cable J.V., a wholly owned subsidiary of Phoenix Leasing Cash  Distribution Fund
III, sold the assets of its cable television system for $2.6 million in cash. As
a result of this sale, the Partnership recognized a gain on sale of $1,180,000.

         During the nine  months  ended  September  30,  1996,  the  Partnership
entered into agreements with two cable  television  system operators to transfer
all of the assets of the cable  television  systems in satisfaction of defaulted
notes receivable from these cable  television  system  operators.  The assets of
these  cable  television  systems  were  transferred  to  newly  formed  limited
liability companies,  Phoenix Concept Cablevision of Indiana, L.L.C. and Phoenix
Grassroots   Cable  Systems,   L.L.C.   On  August  30,  1996,  the  Partnership
subsequently sold the assets of Phoenix Grassroots Cable Systems, L.L.C.

         Upon  the  transfer  of  these  two  cable  television   systems,   the
Partnership  reduced its allowance for loan losses by $2,035,000 during the nine
months ended September 30, 1996. This reduction in the allowance for loan losses
was recognized as income during the period.

         During the three months ended  September 30, 1997,  Phoenix  Grassroots
Cable Systems, L.L.C. received a disbursement of proceeds of $169,000 which were
held in escrow from the August 30, 1996 sale of assets. At the time of the sale,
a portion of the  proceeds  were held in escrow to cover  liabilities  which may
have  arisen  after  the  sale.  The  escrow  proceeds  has been  treated  as an
adjustment to the sales price,  and as a result,  the Partnership  recognized an
additional gain on the sale of cable systems for the three and nine months ended
September 30, 1997 of $169,000.

         Total revenues  decreased by $1,011,000 and $3,446,000 during the three
and nine months ended  September  30, 1997,  respectively,  when compared to the
same  periods  in 1996.  The  decline in total  revenues  for the three and nine
months ended September 30, 1997,  compared to 1996, is primarily the result of a
reduction in cable  subscriber  revenues.  In addition to the reduction in cable
subscriber  revenues,  the decreases in gain on sale of cable systems and rental
income also  contributed to the decline in total revenues for the three and nine
months ended September 30, 1997, compared to the same periods in 1997.

         The decline in cable subscriber  revenue of $551,000 and $1,431,000 for
the three and nine months ended  September 30, 1997,  respectively,  compared to
the same periods in 1996, is attributable to the sale of the assets of the cable
system  owned by Phoenix  Black Rock Cable J.V.  and  Phoenix  Grassroots  Cable
Systems,  L.L.C. As a result of the sale of the assets, Phoenix Black Rock Cable
J.V. and Phoenix Grassroots Cable System, L.L.C. ceased operations.


<PAGE>


                                                                    Page 9 of 12

         Rental income  decreased by $91,000 and $475,000 for the three and nine
months ended September 30, 1997,  respectively,  compared to the same periods in
1996,  primarily as the result of a decrease in the amount of equipment owned by
the  Partnership.  At  September  30, 1997,  the  Partnership  owned  equipment,
excluding  the  Partnership's  pro  rata  interest  in joint  ventures,  with an
aggregate  original  cost of $11.9  million,  as  compared  to $16.1  million at
September 30, 1996.

         Total  expenses  decreased  by $692,000  and $358,000 for the three and
nine months ended  September  30, 1997, as compared to the same periods in 1996.
During the three and nine months  ended  September  30,  1997,  the  Partnership
experienced  decreases  in  depreciation  and  amortization,   program  service,
management  fees  and  general  and  administrative   expenses.   These  factors
contributed  to the  decrease  in total  expenses  for the three and nine months
ended September 30, 1997, as compared to the prior year.  However,  the increase
in provision for losses on  receivables  partially  offset these factors for the
three and nine months ended  September 30, 1997,  compared to the same period in
1996.

         The  decreases  in  depreciation   and  amortization  of  $189,000  and
$1,144,000,  program  service  of  $143,000  and  $387,000,  management  fees of
$377,000 and $569,000,  and general and administrative  expenses of $116,000 and
$272,000 for the three and nine months ended  September 30, 1997,  respectively,
compared to the same periods in the prior year,  are all a result of the sale of
assets in several  Subsidiaries of the  Partnership.  As a result of the sale of
assets,  these Subsidiaries ceased operations.  The decrease in depreciation and
amortization  expense for the three and nine months ended  September 30, 1997 is
also a result of the Partnership's equipment being fully depreciated.

Liquidity and Capital Resources

         The  Partnership's   primary  source  of  liquidity  comes  from  cable
subscriber  revenues  and from its  contractual  obligations  with  lessees  and
borrowers  for fixed  payment  terms.  As the initial  lease terms of the leases
expire, the Partnership will continue to renew,  remarket or sell the equipment.
The future liquidity of the Partnership  will depend upon the General  Partner's
success  in  collecting  contractual  amounts  and  releasing  and  selling  the
Partnership's  equipment as it comes off lease.  As another source of liquidity,
the Partnership  owns cable  television  systems,  has investments in foreclosed
cable system joint ventures and investments in leasing joint ventures.

         The net cash used by operating  activities  was  $1,510,000  during the
nine months  ended  September  30,  1997,  as  compared to net cash  provided by
operating activities of $2,772,000 during the same period in 1996. This decrease
is primarily due to a decline in rental income and cable subscriber  revenue, as
well as, the payment of outstanding  liabilities for  reimbursement  of costs to
the General Partner.

         During the nine  months  ended  September  30,  1997,  the  Partnership
received proceeds from the sale of cable systems of $11.5 million from two cable
systems  owned by Phoenix  Black Rock Cable J.V.  and Phoenix  Grassroots  Cable
Systems, L.L.C., both majority owned subsidiaries of the Partnership.

         During the nine  months  ended  September  30,  1997,  the  Partnership
reported a decrease in principal  payments from notes  receivable of $1,572,000,
compared  to the same  period  in  1996.  This is a  result  of the  Partnership
receiving fewer payoffs during 1997 as compared to the prior year.

         The  Partnership  received  proceeds  from  the sale of  securities  of
$151,000 for the nine months ended September 30, 1997,  compared to $125,000 for
the same period in 1996. The securities sold during both 1996 and 1997 consisted
of  common stock received  through the exercise of stock warrants granted to the


<PAGE>


                                                                   Page 10 of 12

Partnership  as part of a  financing  agreement  with  several  emerging  growth
companies.

         As of September 30, 1997,  the  Partnership  owned  equipment  held for
lease with an aggregate  original cost of $2,944,000 and a net book value of $0,
compared to  $3,681,000  and $0,  respectively,  as of September  30, 1996.  The
General  Partner  is  actively  engaged,  on  behalf  of  the  Partnership,   in
remarketing and selling the Partnership's off-lease portfolio.

         The cash  distributed to limited  partners  during both the nine months
ended September 30, 1997 and 1996 was $11,625,000 and $1,954,000,  respectively.
As a result,  the  cumulative  cash  distributions  to the limited  partners are
$109,804,000  and  $98,179,000 as of September 30, 1997 and 1996,  respectively.
The General  Partner did not receive cash  distributions  during the nine months
ended  September  30,  1997 and 1996.  The  General  Partner  has elected not to
receive  payment,  at this  time,  for  its  share  of the  cash  available  for
distribution due to its negative capital account.

         The Partnership's  asset portfolio  continues to decline as a result of
the ongoing  liquidation  of assets,  and therefore it is expected that the cash
generated from  Partnership  leasing  operations will also decline.  As the cash
generated by  operations  continues to decline,  the rate of cash  distributions
made  to  limited  partners  will  also  decline.   The  Partnership   currently
distributes on an annual basis with the first annual  distribution being made on
January 15, 1997.  As a result of the sale of certain cable  television  systems
and the settlement of an impaired note  receivable  during 1996, the Partnership
included  the excess  cash  provided  by these  events in the  January  15, 1997
distribution.

         Cash  generated  from leasing and financing  operations has been and is
anticipated  to continue to be sufficient to meet the  Partnership's  continuing
operational expenses and to provide for distributions to partners.



<PAGE>


                                                                   Page 11 of 12

                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                        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 III,
                                  -------------------------------------------
                                        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