UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    ---------

                                   FORM 10-KSB

  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 0-19063


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

          California                                     68-0204588
-------------------------------             ------------------------------------
(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 $388,000.

As of December 31, 2000,  169,587  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__



                                  Page 1 of 24

<PAGE>

                            PHOENIX INCOME FUND, L.P.

                         2000 FORM 10-KSB ANNUAL REPORT


                                TABLE OF CONTENTS


                                                                            Page

                                     PART I

Item 1.       Business.......................................................  3
Item 2.       Properties.....................................................  4
Item 3.       Legal Proceedings..............................................  5
Item 4.       Submission of Matters to a Vote of Security Holders............  5

                                     PART II

Item 5.       Market for the Registrant's Securities and Related
                Security Holder Matters......................................  5
Item 6.       Management's Discussion and Analysis of Financial Condition
                and Results of Operations....................................  6
Item 7.       Financial Statements...........................................  8
Item 8.       Disagreements on Accounting and Financial Disclosure Matters... 20


                                    PART III

Item 9.       Directors and Executive Officers of the Registrant............. 20
Item 10.      Executive Compensation......................................... 21
Item 11.      Security Ownership of Certain Beneficial Owners and Management. 22
Item 12.      Certain Relationships and Related Transactions................. 22


                                     PART IV

Item 13.      Exhibits, Financial Statement Schedules and Reports on
                Form 8-K..................................................... 22


Signatures................................................................... 23


                                       2
<PAGE>

                                     PART I

Item 1.       Business.
              --------

General Development of Business.

         Phoenix  Income  Fund,  L.P.,  a California  limited  partnership  (the
"Partnership"),  was  organized  on  November  17,  1989.  The  Partnership  was
registered with the Securities and Exchange Commission with an effective date of
January 18, 1991 and shall continue to operate until its termination date unless
dissolved  sooner  due to the sale of  substantially  all of the  assets  of the
Partnership or a vote of the Limited Partners. The Partnership will terminate by
December  31, 2006;  however it is  anticipated  to close in the near term.  The
General Partner is a California limited partnership,  Phoenix Leasing Associates
LP, the general partner of which is Phoenix Leasing  Associates,  Inc., a Nevada
corporation   ("PLA")  and  a   wholly-owned   subsidiary  of  Phoenix   Leasing
Incorporated  ("PLI"). The General Partner or its affiliates also is or has been
a general  partner in several  other  limited  partnerships  formed to invest in
capital equipment and other assets.

         The  initial   public   offering  was  for  300,000  units  of  limited
partnership interest at a price of $250 per unit. The Partnership  completed its
public offering on July 28, 1992. The Partnership sold 175,285 units for a total
capitalization  of $43,821,250.  Of the proceeds  received through the offering,
the Partnership has incurred $6,017,000 in organizational and offering expenses.

         From the initial  formation  of the  Partnership  through  December 31,
2000,  the total  investments  in equipment  leases and  financing  transactions
(loans),  including the  Partnership's  pro-rata interest in investments made by
joint  ventures,  approximate  $90,886,000.  The  average  initial  firm term of
contractual  payments  from  equipment  subject to lease was 42 months,  and the
average  initial  net  monthly  payment  rate as a  percentage  of the  original
purchase price was 2.74%. The average initial term of contractual  payments from
loans was 66 months.

Narrative Description of Business.

         The  Partnership's  principal  objective is to produce cash flow to the
investors on a  continuing  basis over the life of the  Partnership.  To achieve
this  objective,  the  Partnership  will  invest  in  various  types of  capital
equipment and other assets to provide  leasing or financing of the same to third
parties, including Fortune 1000 companies and their subsidiaries,  middle-market
companies,  emerging growth companies, cable television operators and others, on
either  a  long-term  or  short-term  basis.  The  types of  equipment  that the
Partnership  will  invest  in will  include,  but is not  limited  to,  computer
peripherals, terminal systems, small computer systems, communications equipment,
IBM mainframes,  IBM-software compatible mainframes, office systems, CAE/CAD/CAM
equipment,  telecommunications  equipment,  cable television equipment,  medical
equipment, production and manufacturing equipment and software products.

         In addition to  acquiring  equipment  for lease to third  parties,  the
Partnership,  either directly or through the investment in joint  ventures,  has
provided  limited  financing  to  certain  emerging  growth   companies,   cable
television  operators,  manufacturers  and their  lessees with respect to assets
leased  directly  by  such  manufacturers  to  third  parties.  The  Partnership
maintains a security  interest in the assets financed and in the receivables due
under any lease or rental  agreement  relating  to such  assets.  Such  security
interests  constitute a lien on the equipment and will give the  Partnership the
right, upon default, to obtain possession of the assets.

         The Partnership has acquired significant amounts of equipment or assets
and has provided  financing  with the net offering  proceeds.  In addition,  the
Partnership also acquired equipment through the use of debt financing,  however,
the  ratio  of the  outstanding  debt  to net  capital  contributions  less  any
investment in Leveraged Joint Ventures at the end of the Partnership's  offering
period,  and thereafter,  will not exceed one to one. The cash flow generated by
such investments in equipment leases or financing  transactions has been used to
provide for debt service,  to provide cash distributions to the Partners and the
remainder reinvested in capital equipment or other assets.

         The  Partnership has acquired and leased  equipment  pursuant to either
"Operating"  leases or  "Financing"  leases.  At December 31, 2000,  none of the
leased assets owned by the Partnership was classified as Financing and Operating
leases.  The  Partnership has also provided  financing  secured by assets in the
form of notes receivable. Operating leases are generally short-term leases under
which the lessor will  receive  aggregate  rental  payments in an amount that is
less than the purchase  price of the equipment.  Financing  leases are generally
for a longer term under which the noncancellable  rental payments due during the

                                       3
<PAGE>

initial term of the lease are at least  sufficient to recover the purchase price
of the  equipment.  A  significant  portion of the net offering  proceeds to the
Partnership has been invested in capital equipment subject to Operating leases.

         Operating  leases  represent  a  greater  risk  along  with  a  greater
potential  return  to the  Partnership  than do  Financing  leases.  In order to
recover its investment in equipment  leased pursuant to an Operating  lease, the
Partnership  will,  upon  termination  of such  lease,  either  have to obtain a
renewal from the original lessee,  find a new lessee or sell the equipment.  The
terms for Operating  leases are for a shorter  duration than  Financing  leases.
Consequently, the revenues derived from the initial term of Operating leases are
generally  greater  than  those of Full  Payout  leases.  Due to  technological,
competitive,  market and economic  factors,  it is anticipated  that renewals or
remarkets of leases may be at a lower rental rate than that of the initial lease
terms.  In  spite  of the  remarketing  risks  associated  with  investments  in
Operating   leases,   the  General   Partner   believes   there  are  profitable
opportunities resulting from such investments.

         Competition.  The General Partner has  concentrated  the  Partnership's
activities in the equipment leasing and financing industry, an area in which the
General  Partner has  developed an  expertise.  The computer  equipment  leasing
industry is  extremely  competitive.  The  Partnership  competes  with many well
established   companies  having   substantially   greater  financial  resources.
Competitive  factors include  pricing,  technological  innovation and methods of
financing (including use of various short-term and long-term financing plans, as
well as the  outright  purchase of  equipment).  Generally,  the impact of these
factors to the  Partnership  would be the  realization  of  increased  equipment
remarketing and storage costs, as well as lower residuals received from the sale
or remarketing of such equipment.

Other.

         A brief  description of the type of assets in which the Partnership has
invested as of December 31, 2000, together with information  concerning the uses
of assets is set forth in Item 2.


Item 2.       Properties.
              ----------

         The  Partnership  is engaged in the  equipment  leasing  and  financing
industry and as such,  does not own or operate any  principal  plants,  mines or
real property. The primary assets held by the Partnership are its investments in
leases and loans to businesses located throughout the United States.

         As of December 31,  2000,  the  Partnership  has  outstanding  loans to
borrowers  with an aggregate  original  cost of $171,000.  The  following  table
summarizes  the type of equipment  financed by the  Partnership  at December 31,
2000.

                                                             Percentage of
       Asset Types                   Purchase Price          Total Assets
------------------------        ----------------------       -------------
                                (Amounts in Thousands)

Financing to Businesses                  $ 171                   100
                                         -----                   ---

TOTAL                                    $ 171                   100%
                                         =====                   ===


                                       4
<PAGE>

Item 3.       Legal Proceedings.
              -----------------

         The  Registrant is not a direct party to any pending legal  proceedings
which would have a material adverse impact on its financial position.


Item 4.       Submission of Matters to a Vote of Security Holders.
              ---------------------------------------------------

         No matters were  submitted to a vote of Limited  Partners,  through the
solicitation of proxies or otherwise, during the year covered by this report.


                                     PART II

Item 5.       Market for the Registrant's Securities and Related Security Holder
              ------------------------------------------------------------------
              Matters.
              -------

         (a)  The Registrant's  limited  partnership  interests are not publicly
              traded.   There  is  no  market  for  the   Registrant's   limited
              partnership interests and it is unlikely that any will develop.

         (b)  Approximate number of equity security investments:

                                                     Number of Unit Holders
                     Title of Class                  as of December 31, 2000
              ----------------------------           -----------------------

              Limited Partners                                 3,638
              General Partner                                      1



                                       5
<PAGE>

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

Results of Operations

         Phoenix Income Fund,  L.P.,  (the  Partnership)  reported net income of
$202,000  and  $1,134,000  during the years  ended  December  31, 2000 and 1999,
respectively. The Partnership reported an overall decrease in total revenues and
expenses  for the year ended  December  31,  2000.  However,  the  decreases  in
revenues exceeded the decreases in expenses, generating a decrease in net income
for the year ended December 31, 2000, compared to the previous year.

         Total income decreased by $959,000 during 2000, as compared to the same
period in the previous  year.  The decrease in total income is due  primarily to
decreases in rental  income,  gain on sale of  securities,  earnings  from joint
ventures and other income.  Rental income  decreased by $418,000  during 2000 as
compared to the same period in the previous  year. The decrease in rental income
is  attributable  to a  decrease  in the  amount  of  equipment  owned  that  is
classified as operating  leases.  At December 31, 2000,  the  Partnership  owned
equipment with an aggregate  original cost of $0, as compared to the $745,000 of
equipment owned at December 31, 1999.

         The  Partnership  reported a gain on sale of securities of $182,000 for
the year ended  December 31, 2000,  compared to $473,000 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 $182,000 and $473,000  from the sale of these
securities during the year ended December 31, 2000 and 1999, respectively.

         Earnings  from joint  ventures  decreased by $74,000 for the year ended
December 31, 2000,  compared to 1999.  The decrease was due to one joint venture
closing  during the third  quarter of 1999 and  another  joint  venture  closing
during the first quarter of 2000.

         Other  income  decreased  by $147,000  due to the  decrease in interest
income,  due to a  decrease  in the  average  cash  balance  for the year  ended
December 31, 2000  compared to December 31, 1999. A large cash  distribution  to
the Limitied Partners decreased the cash balance in December of 1999.

         Total expenses of the Partnership  decreased by $27,000 during the year
ended  December  31,  2000,  compared to the same period in the  previous  year.
Management fees decreased  $44,000,  amortization of acquisition  fees decreased
$28,000,   reimbursed  costs  to  the  general  partner  decreased  $25,000  and
depreciation  expense  decreased by $5,000 for the year ended December 31, 2000,
as compared to the same period in 2000.  These decreases are attributable to the
decline in the amount of equipment  owned as previously  discussed,  as well as,
the  equipment  portfolio  having been fully  depreciated  during the year ended
December 31, 1999.

         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 investments of the Partnership.

Liquidity and Capital Resources

         The  remaining  asset of the  Partnership  consists  of one  loan.  The
General Partner is continuing its efforts in marketing this asset for sale.

         The  Partnership  reported net cash generated by equipment  leasing and
financing  activities  for the year ended  December 31, 2000 and 1999 of $29,000
and $940,000,  respectively.  The decline in net cash generated from leasing and
financing  activities for the years ended December 31, 2000 is  attributable  to
decreases  in rental  income from  operating  leases,  principal  payments  from
financing leases and principal payments from notes receivable.

         The Partnership  received  distributions from joint ventures of $35,000
and $160,000 for the year ended  December 31, 2000 and 1999,  respectively.  The
decrease in distributions  from joint ventures,  for the year ended December 31,
2000, is  attributable  to one joint venture closing during the third quarter of
1999 and another joint venture closing during the first quarter of 2000.

         As of December 31, 2000, the Partnership owned equipment being held for
lease with an  original  cost of $0 and a net book value of $0, as  compared  to
equipment  with an  original  cost of  $418,000  and a net  book  value of $0 at
December 31, 1999. The Partnership  has sold all of it's remaining  equipment as
of December 31, 2000.

                                       6
<PAGE>


         The cash  distributed  to partners was $0 and  $4,383,000 for the years
ended  December  31,  2000  and  1999,  respectively.  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 $0 and $4,383,000 in cash  distributions
for the years ended  December 31, 2000 and 1999,  respectively.  The  cumulative
cash  distributions  to limited partners is $43,274,000 at December 31, 2000 and
1999. The General Partner received cash distributions of $0 for its share of the
cash  distribution  for  the  years  ended  December  31,  2000  and  1999.  The
Partnership is planning to make a final cash distribution in 2001.

         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.

         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
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.


                                       7
<PAGE>

                          Item 7. FINANCIAL STATEMENTS
                                  --------------------

                            PHOENIX INCOME FUND, L.P.
                            -------------------------

                          YEAR ENDED DECEMBER 31, 2000
                          ----------------------------


                                       8
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------


To the Partners of Phoenix Income Fund, L.P.:

We have audited the  accompanying  balance sheet of Phoenix Income Fund, L.P. (a
California  limited  partnership)  as of  December  31,  2000,  and the  related
statements of operations and  comprehensive  income,  partners' capital and cash
flows for the years ended December 31, 2000 and 1999. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Phoenix Income Fund, L.P. as of
December 31, 2000 and the results of its  operations  and its cash flows for the
years ended December 31, 2000 and 1999, in conformity with accounting principles
generally accepted in the United States.




San Francisco, California,                                   ARTHUR ANDERSEN LLP
  January 26, 2001



                                       9
<PAGE>

                            PHOENIX INCOME FUND, L.P.
                                  BALANCE SHEET
                 (Amounts in Thousands Except for Unit Amounts)

                                                               December 31, 2000
                                                               -----------------

ASSETS

Cash and cash equivalents                                              $659
                                                                       ----


     Total Assets                                                      $659
                                                                       ====


LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

   Accounts payable and accrued expenses                               $ 21
                                                                       ----

     Total Liabilities                                                   21
                                                                       ----

Partners' Capital:

   General Partner                                                      --

   Limited Partners, 300,000 units authorized, 175,285 units
     issued and 169,587 units outstanding                               638
                                                                       ----


     Total Partners' Capital                                            638
                                                                       ----

     Total Liabilities and Partners' Capital                           $659
                                                                       ====

        The accompanying notes are an integral part of these statements.

                                       10
<PAGE>

                            PHOENIX INCOME FUND, L.P.
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
               (Amounts in Thousands Except for Per Unit Amounts)

                                                For the Years Ended December 31,
                                                        2000       1999
                                                        ----       ----
INCOME

   Rental income                                      $   102    $   520
   Earned income, financing leases                       --           26
   Gain on sale of securities                             182        473
   Equity in earnings from joint ventures                   3         77
   Interest income, notes receivable                       46         49
   Other income                                            55        202
                                                      -------    -------

     Total Income                                         388      1,347
                                                      -------    -------

EXPENSES

   Depreciation                                          --            5
   Amortization of acquisition fees                      --           28
   Lease related operating expenses                        48         14
   Management fees to General Partner                      13         57
   Reimbursed administrative costs to General
     Partner                                               42         67
   Provision for (recovery of) losses on
     leases and loans                                       4        (33)
   General and administrative expenses                     79         75
                                                      -------    -------

     Total Expenses                                       186        213
                                                      -------    -------

NET INCOME                                                202      1,134

Other comprehensive loss:
   Unrealized gains on securities:
     Unrealized holding gains arising during
       period                                             173        467
     Less: reclassification adjustment for
           gains included in net income                  (182)      (473)
                                                      -------    -------

Other comprehensive loss                                   (9)        (6)
                                                      -------    -------

COMPREHENSIVE INCOME                                  $   193    $ 1,128
                                                      =======    =======


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                                   $  1.19    $  6.69
                                                      =======    =======

ALLOCATION OF NET INCOME:
   General Partner                                    $  --      $  --
   Limited Partners                                       202      1,134
                                                      -------    -------

                                                      $   202    $ 1,134
                                                      =======    =======

        The accompanying notes are an integral part of these statements.

                                       11
<PAGE>

                            PHOENIX INCOME FUND, L.P.
                         STATEMENTS OF PARTNERS' CAPITAL
                 (Amounts in Thousands Except for Unit Amounts)

<TABLE>
<CAPTION>
                                                                        Accumulated
                                       General                             Other
                                       Partner's   Limited Partners'   Comprehensive   Total
                                        Amount     Units       Amount     Income       Amount
                                       ---------   ------------------  -------------   ------

<S>                                      <C>      <C>       <C>          <C>         <C>
Balance, December 31, 1998               $ --     169,604   $  3,685     $     15    $  3,700

Redemptions of capital                     --         (17)      --           --          --

Distributions to partners ($25.85 per
   limited partnership unit)               --        --       (4,383)        --        (4,383)

Other comprehensive loss                   --        --         --             (6)         (6)

Net income                                 --        --        1,134         --         1,134
                                         ------  --------   --------     --------    --------

Balance, December 31, 1999                 --     169,587        436            9         445

Other comprehensive loss                   --        --         --             (9)         (9)

Net income                                 --        --          202         --           202
                                         ------  --------   --------     --------    --------

Balance, December 31, 2000               $ --     169,587   $    638     $   --      $    638
                                         ======  ========   ========     ========    ========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       12
<PAGE>

                            PHOENIX INCOME FUND, L.P.
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)

                                                For the Years Ended December 31,
                                                         2000      1999
                                                         ----      ----
Operating Activities:
--------------------

   Net income                                          $   202   $ 1,134
   Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:
       Depreciation                                       --           5
       Amortization of acquisition fees                   --          28
       Gain on sale of equipment                           (27)      (93)
       Gain on sale of securities                         (182)     (473)
       Equity in earnings from joint ventures               (3)      (77)
       Provision for early termination,
         financing leases                                 --           2
       Recovery of losses on accounts receivable            (2)      (41)
       Provision for losses on notes receivable              6         6
       Decrease in accounts receivable                      28        39
       Decrease (increase) in other assets                  (1)       24
       Decrease in accounts payable and accrued
         expenses                                          (49)     (143)
                                                       -------   -------

   Net cash provided by (used in) operating
     activities                                            (28)      411
                                                       -------   -------

Investing Activities:
--------------------

   Principal payments, financing leases                      2       325
   Principal payments, notes receivable                     55       204
   Proceeds from sale of equipment                          25       148
   Proceeds from sale of securities                        182       473
   Distributions from joint ventures                        35       160
                                                       -------   -------

   Net cash provided by investing activities               299     1,310
                                                       -------   -------

Financing Activities:


   Distributions to partners                              --      (4,383)
                                                       -------   -------

     Net cash used in financing activities                --      (4,383)
                                                       -------   -------

Increase (decrease) in cash and cash
  equivalents                                              271    (2,662)

Cash and cash equivalents, beginning of
  period                                                   388     3,050
                                                       -------   -------

Cash and cash equivalents, end of period               $   659   $   388
                                                       =======   =======


        The accompanying notes are an integral part of these statements.

                                       13
<PAGE>

                            PHOENIX INCOME FUND, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


Note 1.       Organization and Partnership Matters.
              ------------------------------------

         Phoenix  Income  Fund,  L.P.  (the   "Partnership")  was  formed  as  a
California limited  partnership on November 17, 1989. The Partnership's  primary
business  objectives  are to  invest  in  computer,  computer-related  and other
equipment and assets of various types and to lease or finance such  equipment to
third  parties.  In addition to acquiring  equipment for lease to third parties,
the  Partnership  may also  provide  financing  to cable  television  operators,
emerging  growth  companies,  and certain  manufacturers  and their lessees with
respect to equipment leased directly by such manufacturers.  The Partnership met
minimum   investment   requirements   on  February  21,  1991.  The  Partnership
termination date is December 31, 2006; however it is anticipated to close in the
near term.

         The  Partnership  has also  made  investments  in joint  ventures  with
affiliated  partnerships  managed  by the  General  Partner  for the  purpose of
reducing the risks of financing or acquiring certain capital equipment leased to
third parties (see Note 5).

         For  financial  reporting  purposes,  as more  fully  described  in the
Partnership  Agreement,  net income shall be allocated as follows: (a) first, to
Phoenix  Leasing  Associates  LP  (the  "General  Partner")  to  the  extent  of
cumulative  distributions to the General Partner,  (b) second, 1% to the General
Partner to the extent of cumulative syndication expenses and Partnership losses,
and (c) the balance, if any, to the Limited Partners.  Losses shall be allocated
1% to the General Partner and 99% to the Limited Partners.  Syndication expenses
shall be allocated 1% to the General Partner and 99% to the Limited Partners.

         The General Partner is entitled to receive 5% of all cash distributions
until the Limited  Partners have recovered their initial  capital  contributions
plus a cumulative return of 10% per annum, calculated quarterly. Thereafter, the
General Partner will receive 15% of all cash distributions.

         In the event the General  Partner has a deficit  balance in its capital
account  at the  time  of  partnership  liquidation,  it  will  be  required  to
contribute the amount of such deficit to the Partnership.

         As compensation for management services, the General Partner receives a
fee  payable  quarterly,  in  an  amount  equal  to  3.5%,  subject  to  certain
limitations, of the Partnership's gross revenues for the quarter from which such
payment is being made,  which revenues  shall  include,  but are not limited to,
rental  receipts,  maintenance  fees,  proceeds  from the sale of equipment  and
interest income.

         The  General  Partner  was   compensated  for  services   performed  in
connection  with the  analysis  of  assets  available  to the  Partnership,  the
selection  of such  assets  and the  acquisition  thereof,  including  obtaining
lessees for the equipment,  negotiating and concluding  master lease  agreements
with certain lessees. As compensation for such acquisition services, the General
Partner received a fee equal to 4%, subject to certain  limitations,  of (a) the
purchase price of equipment acquired by the Partnership,  or equipment leased to
customers  by  manufacturers,  the  financing  for  which  is  provided  by  the
Partnership,  or (b) financing  provided to businesses such as cable  operators,
emerging growth companies, or other businesses, payable upon such acquisition or
financing,  as the case may be.  Acquisition  fees have been  amortized over the
life of the assets principally on a straight-line basis.

         A schedule of compensation  due and related  distributions  made to the
General Partner for the years ended December 31 follows:

                                                    2000             1999
                                                    ----             ----
                                                   (Amounts in Thousands)
         Management fees                            $13              $57
                                                    ---              ---

              Total                                 $13              $57
                                                    ===              ===


         Redemptions  of Limited  Partner  units will only be made to the extent
permitted by applicable laws and regulations,  the Partnership Agreement and if,
in the  opinion  of the  General  Partner,  it is in the  best  interest  of the

                                       14
<PAGE>

Partnership. In addition, redemptions will not be made if such redemptions would
cause the  Partnership to be categorized as a publicly  traded  partnership  for
federal  income tax  purposes.  As provided 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.


Note 2.       Summary of Significant Accounting Policies.
              ------------------------------------------

         Cash and Cash Equivalents.  Cash and cash equivalents includes deposits
at banks,  investments in money market funds and other highly liquid  short-term
investments with original maturities of less than 90 days.

         Credit  and  Collateral.   The   Partnership's   activities  have  been
concentrated  in  the  equipment  leasing  and  financing  industry.   A  credit
evaluation  is performed  by the General  Partner for all leases and loans made,
with  the  collateral  requirements  determined  on a  case-by-case  basis.  The
Partnership's  loans are generally  secured by the equipment or assets  financed
and, in some cases,  other collateral of the borrower.  In the event of default,
the  Partnership  has the right to foreclose upon the collateral  used to secure
such loans.

         Notes  Receivable.  Notes  receivable  generally  are  stated  at their
outstanding unpaid principal balances, which includes accrued interest. Interest
income is accrued on the unpaid principal balance.

         Impaired Notes Receivable.  Notes receivable are classified as impaired
and the accrual of interest on such notes are discontinued  when the contractual
payment of principal and interest has become 90 days past due or management  has
serious doubts about further  collectibility of the contractual  payments,  even
though  the  loan  may  currently  be  performing.  When  a note  receivable  is
classified  as  impaired,  income  recognition  is  discontinued.  Any  payments
received  subsequent to the placement of the note  receivable on impaired status
will  generally  be  applied  towards  the  reduction  of the  outstanding  note
receivable  balance,  which may include  previously  accrued interest as well as
principal. Once the principal and accrued interest has been reduced to zero, the
remaining payments will be applied to interest income. Impaired notes receivable
are measured based on the present value of expected future cash flows discounted
at the note's original  effective  interest rate.  Alternatively,  impairment is
measured  based on the note's  observable  market price or the fair value of the
collateral if the note is collateral-dependent. When the measure of the impaired
note is less  than the  recorded  investment  in the  note,  the  impairment  is
recorded through a valuation  allowance,  which is included in the provision for
losses on leases and loans.

         Allowance for Lease Losses.  An allowance for losses on finance  leases
is established through provisions for losses charged against income. The loss is
measured  when it becomes  probable  that the  Company  will not recover its net
investment in the finance lease.  The loss is estimated as the net investment in
a finance lease that will not be recovered  through the remaining  payments from
the lease,  including the value of equipment on lease.  Finance leases deemed to
be  uncollectable  are  charged  against the  allowance  for lease  losses,  and
subsequent recoveries, if any, are credited to the allowance.

         Leasing Operations.  The Partnership's  leasing operations consisted of
both  financing and operating  leases.  The financing  method of accounting  for
leases records as unearned  income at the inception of the lease,  the excess of
net rentals  receivable  and  estimated  residual  value at the end of the lease
term, over the cost of equipment  leased.  Unearned income is credited to income
monthly  over  the  term  of the  lease  on a  declining  basis  to  provide  an
approximate  level  rate of return on the  unrecovered  cost of the  investment.
Initial direct costs of consummating  new leases are capitalized and included in
the cost of equipment.  The Partnership  reviews its estimates of residual value
at least  annually.  If a decline  in value  has  occurred  which is other  than
temporary, a reduction in the investment is recognized currently.

         Under the  operating  method  of  accounting  for  leases,  the  leased
equipment  is recorded as an asset at cost and  depreciated.  The  Partnership's
leased  equipment is depreciated  primarily  using an  accelerated  depreciation
method over the estimated useful life of six years,  except for equipment leased
under vendor agreements,  which is depreciated on a straight-line basis over the
estimated useful life, ranging up to six years.

         The  Partnership's  policy  is  to  review  periodically  the  expected
economic life of its rental  equipment in order to determine the  probability of
recovering its  undepreciated  cost. Such reviews  address,  among other things,
recent and anticipated  technological  developments affecting computer equipment
and competitive  factors within the computer  marketplace.  Where reviews of the
equipment  portfolio  indicate that rentals plus anticipated sales proceeds will
not exceed  expenses  in any future  period,  the  Partnership  will  revise its
depreciation policy and provide for additional depreciation as appropriate.

                                       15
<PAGE>


         Rental income for the year is determined  on a  straight-line  basis of
rental  payments due for the period  under the terms of the lease.  Maintenance,
repairs and minor renewals of the leased equipment are charged to expense.

         Portfolio Valuation  Methodology.  The Partnership accounts for the net
realizable of the Partnership's equipment on a portfolio basis.

         Investment  in  Joint  Ventures.  Investments  in  net  assets  of  the
equipment,  financing and foreclosed  cable systems joint  ventures  reflect the
Partnership's  equity  basis  in  the  ventures.  Under  the  equity  method  of
accounting,  the  original  investment  is  recorded  at  cost  and is  adjusted
periodically  to recognize the  Partnership's  share of earnings,  losses,  cash
contributions and cash distributions after the date of acquisition.

         Investment  in  Available-for-Sale   Securities.  The  Partnership  had
investments in stock warrants in public  companies that have been  determined to
be available for sale.  Available-for-sale  securities were stated at their fair
market  value,   with  the  unrealized   gains  and  losses  reported  as  other
comprehensive income.

         Reclassification.  Certain  1999  amounts  have  been  reclassified  to
conform  to the 2000  presentation.  These  reclassifications  had no  impact on
previously reported net income or partners' capital.

         Use of Estimates. The preparation of financial statements in conformity
with  accounting  principles  generally  accepted in the United States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

         Comprehensive   Income.  For  the  Partnership,   comprehensive  income
includes net income  reported on the statement of operations  and changes in the
fair value of its  available-for-sale  investments  reported as a  component  of
partners' capital.


Note 3.    Notes Receivable.
           ----------------

         At  December  31,  2000,  the  recorded  investment  in notes  that are
considered to be impaired was $0, net of specific  write-downs  of $75,000.  The
average  recorded  investment in impaired  loans during the years ended December
31, 2000 and 1999 was  approximately  $15,000  and  $67,000,  respectively.  The
Partnership  recognized $49,000 and $30,000 of interest income on impaired notes
receivable during the years ended December 31, 2000 and 1999, respectively.

         The activity in the allowance for losses on notes receivable during the
year ended December 31, is as follows:

                                                  2000           1999
                                                  ----           ----
                                                 (Amounts in Thousands)

         Beginning balance                        $ -           $ 162
           Provision for losses                       6             6
           Write downs                               (6)         (168)
                                                  -----         -----
         Ending balance                           $ -           $ -
                                                  =====         =====


Note 4.    Equipment on Operating Leases.
           -----------------------------

         Equipment on lease consisted primarily of computer peripheral equipment
and other capital equipment.

         The  Partnership's  operating  leases were for  initial  lease terms of
approximately 24 to 48 months.  During the remaining terms of existing operating
leases the Partnership would recover all of the  undepreciated  cost and related
expenses of its rental  equipment,  and therefore must remarket a portion of its
equipment in future years.

         The  Partnership  had  entered  into  direct  lease  arrangements  with
businesses  in  different  industries,  located  throughout  the United  States.
Generally,  it was the  responsibility  of the lessee to provide  maintenance on
leased equipment.  The General Partner  administered the equipment  portfolio of

                                       16
<PAGE>

leases acquired through the direct leasing program.  Administration includes the
collection of rents from the lessees and remarketing of the equipment.


Note 5.       Investment in Joint Ventures.
              ----------------------------

Equipment Joint Venture
-----------------------

         On August 1, 1994,  the  Partnership  entered into an agreement,  along
with two other affiliated partnerships,  to contribute certain leased assets and
notes receivable (the Assets) to Phoenix Acceptance Limited Liability Company, a
Delaware limited  liability  company (the "Equipment Joint Venture") in exchange
for a 22.55%  equity  interest in the  Equipment  Joint  Venture.  The  interest
received in the Equipment Joint Venture was accounted for at the historical cost
basis of the Assets  transferred.  The  Partnership  has  accounted  for its net
investment  in  this  Equipment   Joint  Venture  using  the  equity  method  of
accounting.  The  Equipment  Joint  Venture was  organized  to hold title to the
Assets and  subsequently  transfer such Assets to a trust for the purpose of the
trust  issuing  two classes of lease  backed  certificates  to third  parties in
exchange for cash proceeds.  The transaction between the Equipment Joint Venture
and the trust has been accounted for as a financing  arrangement.  The Equipment
Joint Venture retains a residual interest in the Assets transferred  through the
ownership of a third class of subordinated trust certificates.  The lease backed
certificates  are  recourse  only  to  the  assets  used  to  collateralize  the
obligation.

         The net carrying value of the Assets  contributed by the Partnership to
the  Equipment  Joint  Venture  was  approximately  $5.6  million  and the total
carrying  value  of all of the  Assets  contributed  by all  three  partnerships
approximated  $24.7  million.  The net  proceeds  from the issuance of the lease
backed   certificates  are  being  distributed  back  to  the  partnerships  who
contributed  to the Equipment  Joint  Venture.  On August 5, 1994, the Equipment
Joint  Venture  received  proceeds  from the  issuance of the 7.1% Class A lease
backed  certificates  in the principal  amount of $18.5  million.  On August 12,
1994,  the Equipment  Joint Venture  received  proceeds from the issuance of the
8.25% Class B lease backed certificates in the principal amount of $5.3 million.
The lease backed certificates were paid in full in November 1996.

         The  manager  of  the  Equipment   Joint  Venture  is  Phoenix  Leasing
Incorporated,  who is responsible for the daily  management of the operations of
the Equipment Joint Venture.  Phoenix Leasing Incorporated also acts as Servicer
and  Administrator  to the trust. As Servicer,  Phoenix Leasing  Incorporated is
responsible for servicing,  managing and  administering  the Assets,  as well as
enforcing and making collections on the Assets.

         An analysis of the  Partnership's  investment  account in the Equipment
Joint Venture is as follows:

                                                                         Net
                 Net Investment                                      Investment
                  at Beginning               Equity in                 at End
Date               of Period   Contributions Earnings  Distributions  of Period
----             ------------- ------------- --------- -------------  ---------
                                      (Amounts in Thousands)


Year Ended
  December 31, 1999   $ 12         $  0        $119        $ 99         $ 32
                      ====         ====        ====        ====         ====

Year Ended
  December 31, 2000   $ 32         $  0        $  3        $ 35         $  0
                      ====         ====        ====        ====         ====

         The aggregate  financial  information of the Equipment Joint Venture is
presented as follows:

                                                For the Years Ended December 31,
                                                     2000             1999
                                                     ----             ----
                                                     (Amounts in Thousands)

Revenue                                              $(16)            $586
Expenses                                                3               72
Net Income (Loss)                                     (13)             514

         The  remaining  Equipment  Joint  Venture  was closed  during the first
quarter of 2000.

                                       17
<PAGE>


         The  General   Partner   earned  a  management   fee  of  3.5%  of  the
Partnership's  respective interest in the gross receipts of the Eqiuipment Joint
Venture.  Cash  proceeds  subject to a  management  fee at the  Equipment  Joint
Venture level were not subject to management fees at the Partnership level.

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

         The Partnership owned a 25% interest in Phoenix Joint Venture 1994-2, a
Financing  Joint Venture.  This Financing  Joint Venture was closed during 1999.
The  investment  was accounted for using the equity  method of  accounting.  The
other partners of the venture were entities organized and managed by the General
Partner.

         An analysis of the  Partnership's  investment  account in the Financing
Joint Venture is as follows:

                                                                         Net
                 Net Investment               Equity in               Investment
                  at Beginning                Earnings                 at End
Date               of Period   Contributions  (Losses) Distributions  of Period
----             ------------- -------------  -------- -------------  ---------
                                     (Amounts in Thousands)

Year Ended
  December 31, 1999   $103         $  0        $(42)       $ 61         $  0
                      ====         ====        ====        ====         ====

         The aggregate  financial  information of the Financing Joint Venture is
presented as follows:

                                                For the Years Ended December 31,
                                                   2000                 1999
                                                   ----                 ----
                                                    (Amounts in Thousands)

          Revenue                                  $ --                $   2
          Expenses                                   --                  155
          Net Loss                                   --                 (153)

         The  General   Partner   earned  a  management   fee  of  3.5%  of  the
Partnership's  respective  interest in gross payments received for the Financing
Joint  Venture.  Revenues  subject to a management  fee at the  Financing  Joint
Venture level were not subject to management fees at the Partnership level.


Note 6.       Accounts Payable and Accrued Expenses.
              -------------------------------------

         Accounts  payable  and accrued  expenses  consist of the  following  at
December 31:

                                                                   2000
                                                                   ----
                                                          (Amounts in Thousands)

          Other                                                     $17
          General Partner and affiliates                              4
                                                                    ---

            Total                                                   $21
                                                                    ===


Note 7.       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 net differences  between the tax basis and the reported  amounts of
the Partnership's assets and liabilities are as follows at December 31, 2000:

                      Reported Amounts          Tax Basis         Net Difference
                      ----------------          ---------         --------------
                                         (Amounts in Thousands)

         Assets            $659                    $659                $ -
         Liabilities         21                      20                   1

                                       18
<PAGE>



Note 8.       Related Entities.
              ----------------

         The  General  Partner  is a  California  limited  partnership,  Phoenix
Leasing  Associates  LP,  the  general  partner  of  which  is  Phoenix  Leasing
Associates,  Inc., a Nevada corporation and a wholly-owned subsidiary of Phoenix
Leasing  Incorporated.  Phoenix  Leasing  Incorporated  is or has been a general
partner in other  limited  partnerships  formed to make  investments  in capital
equipment and to engage in the leasing and financing business.


Note 9.       Reimbursed Costs to the General Partner and Affiliates.
              ------------------------------------------------------

         The General Partner and affiliates incur certain  administrative  costs
such  as  data   processing,   investor   and   lessee   communications,   lease
administration,  accounting,  equipment storage and equipment remarketing, which
is reimbursed by the Partnership. These expenses incurred by the General Partner
and  affiliates  are to be  reimbursed  at the lower of the  actual  costs or an
amount equal to 90% of the fair market value for such services.

         The reimbursed administrative costs to the General Partner were $42,000
and $67,000 for the years ended  December 31, 2000 and 1999,  respectively.  The
equipment  storage,  remarketing  and data  processing  costs  reimbursed to the
General  Partner  during the years ended December 31, 2000 and 1999 were $21,000
and $15,000, respectively.

         In  addition,  the General  Partner  receives a  management  fee and an
acquisition fee (see Note 1).


Note 10.      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 169,587 for the years ended December 31,
2000 and 1999,  respectively.  For  purposes  of  allocating  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 11.      Fair Value of Financial Instruments.
              -----------------------------------

         The carrying  amounts  reported on the balance  sheet for cash and cash
equivalents approximate their fair value.



                                       19
<PAGE>

Item 8.       Disagreements on Accounting and Financial Disclosure Matters.
              ------------------------------------------------------------

         None.


                                    PART III

Item 9.       Directors and Executive Officers of the Registrant.
              --------------------------------------------------

         The  registrant  is  a  limited  partnership  and,  therefore,  has  no
executive  officers or  directors.  The  General  Partner of the  Registrant  is
Phoenix Leasing Associates LP, a California limited  partnership,  the Corporate
General  Partner  of  which  is  Phoenix  Leasing  Associates,  Inc.,  a  Nevada
corporation  and a wholly-owned  subsidiary of Phoenix Leasing  Incorporated,  a
California  corporation  (PLI). The directors and executive  officers of Phoenix
Leasing Associates, Inc. (PLA) are as follows:

         GUS  CONSTANTIN,  age 63,  is  President  and a  Director  of PLA.  Mr.
Constantin received a B.S. degree in Engineering from the University of Michigan
and a Master's Degree in Management Science from Columbia University.  From 1969
to 1972,  he  served  as  Director,  Computer  and  Technical  Equipment  of DCL
Incorporated  (formerly  Diebold Computer Leasing  Incorporated),  a corporation
formerly  listed on the  American  Stock  Exchange,  and as Vice  President  and
General  Manager of DCL Capital  Corporation,  a wholly-owned  subsidiary of DCL
Incorporated.  Mr.  Constantin  was actively  engaged in marketing  manufacturer
leasing  programs  to  computer  and  medical  equipment  manufacturers  and  in
directing DCL Incorporated's IBM System/370 marketing activities. Prior to 1969,
Mr.  Constantin was employed by IBM as a data  processing  systems  engineer for
four years.  Mr.  Constantin  is an  individual  general  partner in four active
partnerships and is an NASD registered principal.  Mr. Constantin is the founder
of PLI and the beneficial  owner of all of the common stock of Phoenix  American
Incorporated.

         GARY W.  MARTINEZ,  age 50, is Senior Vice  President and a Director of
PLA. He has been associated with PLI since 1976. He manages the Asset Management
Department,  which is responsible for lease and loan portfolio management.  This
includes credit analysis,  contract terms, documentation and funding; remittance
application,  change processing and maintenance of customer  accounts;  customer
service, invoicing,  collection,  settlements and litigation;  negotiating lease
renewals,  extensions,  sales and buyouts; and management information reporting.
From 1973 to 1976, Mr.  Martinez was a Loan Officer with Crocker  National Bank,
San  Francisco.  Prior to 1973,  he was an Area Manager with  Pennsylvania  Life
Insurance  Company.  Mr. Martinez is a graduate of California State  University,
Chico.

         ANDREW N. GREGSON,  age 28, is Vice President,  Chief Financial Officer
and a Director  of PLA.  He has been  associated  with PLI since  1998.  Mr.
Gregson oversees the Finance Department.  He is responsible for the structuring,
planning,  and monitoring of the  partnerships  sponsored by the General Partner
and its  affiliates,  as well as  maintaining  the  banking  relationships.  Mr.
Gregson graduated with a B.A. in Physics and Economics from Amherst College.

         Neither the General  Partner nor any  Executive  Officer of the General
Partner has any family relationship with the others.

         Phoenix  Leasing  Incorporated  or its  affiliates  and  the  executive
officers of the General  Partner  serve in a similar  capacity to the  following
affiliated limited partnerships:

              Phoenix Leasing American Business Fund, L.P.
              Phoenix Leasing Cash Distribution Fund V, L.P. and
              Phoenix Leasing Cash Distribution Fund IV

Disclosure Pursuant to Section 16, Item 405 of Regulation S-K:

         The General  Partner (and any corporate  general partner of the General
Partner) of the  Registrant,  and the executive  officers of the General Partner
(or any corporate  general  partner of the General  Partner) of the  Registrant,
file reports  pursuant to Section 16(a) of the Securities  Exchange Act of 1934,
as amended.  Based solely on the Registrant's review of the copies of such forms
received by the Registrant,  the Registrant believes that, during 2000, all such
required reports were filed on a timely basis.

                                       20
<PAGE>


Certain Legal Proceedings.

         On October 28, 1997, a Class Action  Complaint  (the  "Complaint")  was
filed against Phoenix Leasing Inc., Phoenix Leasing Associates, II and III L.P.,
Phoenix   Securities  Inc.  and  Phoenix  American  Inc.  (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 sought  declaratory and other relief  including  accounting,
receivership,  imposition of  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.

         Plaintiffs  severed  one cause of action  from the  Complaint,  a claim
related to the marketing and sale of Cash  Distribution  Fund V, and transferred
it to Marin  County  Superior  Court  (the  "Berger  Action").  Plaintiffs  then
dismissed the remaining claims in Sacramento Superior Court and re-filed them in
a separate lawsuit making similar allegations (the "Ash Action").

         The Ash  complaint  includes six causes of action:  breach of fiduciary
duty,  constructive  fraud,  judicial  dissolution of Cash Distribution Fund IV,
judicial  dissolution  of Cash  Distribution  Fund V,  accounting and alter ego.
Defendants  recently  answered the complaint and  discovery has  commenced.  The
plaintiffs'   depositions  have  been  taken,   and  plaintiffs   recently  took
depositions of defendants.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the offering of Cash  Distribution  V. Defendants have answered
the  complaint  and discovery has  commenced.  A class has been  certified.  The
plaintiffs'   depositions  have  been  taken,   and  plaintiffs   recently  took
depositions of defendants.

         On August 28, 2000, the Ash and Berger actions were  consolidated  (the
"Consolidated  Action")  pursuant to  stipulation  by both  parties.  Plaintiffs
recently  served a first  request for  production  in the  Consolidated  Action;
defendants responded to the first request for production on November 27, 2000.

         The Companies intend to vigorously defend the Consolidated Action.


Item 10.      Executive Compensation.

         Set forth is the information  relating to all direct  remuneration paid
or accrued by the Registrant during the last year to the General Partner.

<TABLE>
<CAPTION>
         (A)                       (B)                                    (C)                                   (D)

                                                                  Cash and cash-                          Aggregate of
Name of Individual           Capacities in                        equivalent forms                        contingent forms
or persons in group          which served                         of remuneration                         of remuneration
-------------------          ------------            -------------------------------------------          -----------------
                                                              (C1)                     (C2)
                                                                              Securities or property
                                                Salaries, fees, directors'    insurance benefits or
                                                fees, commissions, and        reimbursement, personal
                                                bonuses                       benefits
                                                -------------------------     -----------------------
                                                               (Amounts in Thousands)

<S>                          <C>                        <C>                          <C>                      <C>
Phoenix Leasing
  Associates LP              General Partner            $   13(1)                    $   -                    $   -
                                                         ======                        =====                    ====
<FN>
(1)  consists of management fees.
</FN>

</TABLE>


                                       21
<PAGE>


                                     PART IV

Item 11.      Security Ownership of Certain Beneficial Owners and Management.
              --------------------------------------------------------------

         (a)  No person  owns of record,  or is known by the  Registrant  to own
              beneficially,  more  than  five  percent  of any  class of  voting
              securities of the Registrant.

         (b) The General Partner of the Registrant owns the equity securities of
             the Registrant set forth in the following table:

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

     General Partner Interest   Represents a 5% interest in            100%
                                the Registrant's profits and
                                distributions, until the Limited
                                Partners have recovered their
                                capital contributions plus a
                                cumulative return of 12% 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   12 units                                -


Item 12.      Certain Relationships and Related Transactions.
              ----------------------------------------------

         None.


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                        10
              Statements of Operations and Comprehensive Income
                for the Years Ended December 31, 2000 and 1999             11
              Statements of Partners' Capital for the Years Ended
                December 31, 2000 and 1999                                 12
              Statements of Cash Flows for the Years Ended
                December 31, 2000 and 1999                                 13
              Notes to Financial Statements                           14 - 19

         All other schedules are omitted because they are not applicable, or
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, Inc.   E21  1-5
                   Balance Sheets of Phoenix Leasing Associates L.P.    E21  6-9

         27.  Financial Data Schedule



                                       22
<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 INCOME FUND, L.P.
                                    a California limited partnership
                                         (Registrant)

                                    By:  PHOENIX LEASING ASSOCIATES LP,
                                         a California limited partnership,
                                         General Partner

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



         Date:  March 22, 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                 March 22, 2001
-----------------------  of Phoenix Leasing Associates, Inc.      --------------
(Gus Constantin)


/S/ GARY W. MARTINEZ     Senior Vice President and a Director of  March 22, 2001
-----------------------  Phoenix Leasing Associates, Inc.         --------------
(Gary W. Martinez)


/S/ ANDREW N. GREGSON    Vice President, Chief Financial          March 22, 2001
-----------------------  Officer and Director of                  --------------
(Andrew N. Gregson)      Phoenix Leasing Associates, Inc.



                                       23