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 March 31, 2000

                                       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 0-19063
                                                -------

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


           California                                     68-0204588
----------------------------------            ----------------------------------
      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
                              -----              -----

169,587 Units of Limited  Partnership  Interest were outstanding as of March 31,
2000.

Transitional small business disclosure format:

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

                                  Page 1 of 12
<PAGE>

                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                            PHOENIX INCOME FUND, L.P.
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                         March 31,  December 31,
                                                           2000         1999
                                                           ----         ----
ASSETS

Cash and cash equivalents                                  $565         $388

Accounts receivable (net of allowance for losses on
   accounts receivable of $18 and $19 at March 31,
   2000 and December 31, 1999, respectively)                 26           26

Notes receivable (net of allowance for losses on
   notes receivable of $0 at March 31, 2000 and
   December 31, 1999)                                        46           61

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $342 and
   $636 at March 31, 2000 and December 31, 1999,
   respectively)                                            --           --

Investment in joint ventures                                --            32

Other assets                                                 23            8
                                                           ----         ----

     Total Assets                                          $660         $515
                                                           ====         ====

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
   Accounts payable and accrued expenses                   $ 40         $ 70
                                                           ----         ----

     Total Liabilities                                       40           70
                                                           ----         ----

Partners' Capital

   General Partner                                          --           --

   Limited Partners, 300,000 units authorized, 175,285
     units issued and 169,587 units outstanding at
     March 31, 2000 and December 31, 1999                   596          436

   Accumulated other comprehensive income                    24            9
                                                           ----         ----

     Total Partners' Capital                                620          445
                                                           ----         ----

     Total Liabilities and Partners' Capital               $660         $515
                                                           ====         ====

        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>

                            PHOENIX INCOME FUND, L.P.
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
               (Amounts in Thousands Except for Per Unit Amounts)
                                   (Unaudited)
                                                              Three Months Ended
                                                                   March 31,
                                                               2000       1999
                                                               ----       ----
INCOME
   Rental income                                               $  19      $ 124
   Earned income, financing leases                               --          21
   Equity in earnings from joint ventures, net                     3          8
   Gain on sale of securities                                    172        --
   Interest income, notes receivable                             --          18
   Other income                                                   16         41
                                                               -----      -----

     Total Income                                                210        212
                                                               -----      -----

EXPENSES
   Depreciation                                                  --           3
   Amortization of acquisition fees                              --          14
   Lease related operating expenses                               13         12
   Management fees to General Partner                              8         17
   Reimbursed administrative costs to General Partner             12         17
   General and administrative expenses                            17         20
                                                               -----      -----

     Total Expenses                                               50         83
                                                               -----      -----

NET INCOME                                                       160        129

Other comprehensive income:
   Unrealized income (losses) on securities:
     Unrealized holding income (losses) arising
       during period                                             186         (9)
     Less: reclassification adjustment for gains
           included in net income                               (172)       --
                                                               -----      -----
Other comprehensive income (loss)                                 14         (9)
                                                               -----      -----

COMPREHENSIVE INCOME                                           $ 174      $ 120
                                                               =====      =====


NET INCOME PER LIMITED PARTNERSHIP UNIT                        $ .95      $ .76
                                                               =====      =====

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

ALLOCATION OF NET INCOME:
     General Partner                                           $ --       $ --
     Limited Partners                                            160        129
                                                               -----      -----

                                                               $ 160      $ 129
                                                               =====      =====

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

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

                                                            Three Months Ended
                                                                 March 31,
                                                             2000         1999
                                                             ----         ----
Operating Activities:
--------------------
   Net income                                               $   160     $   129

   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
       Depreciation                                             --            3
       Amortization of acquisition fees                         --           14
       Equity in earnings from joint ventures, net               (3)         (8)
       Gain on sale of equipment                                 (4)        (12)
       Gain on sale of securities                              (172)        --
       Decrease (increase) in accounts receivable               --          (43)
       Decrease in accounts payable and accrued
         expenses                                               (30)        (74)
       Decrease in other assets                                 --            4
                                                            -------     -------

Net cash provided by (used in) operating activities             (49)         13
                                                            -------     -------

Investing Activities:
--------------------
   Principal payments, financing leases                           3         256
   Principal payments, notes receivable                          15          79
   Proceeds from sale of securities                             172         --
   Proceeds from sale of equipment                                1          12
   Distributions from joint ventures                             35          39
                                                            -------     -------

Net cash provided by investing activities                       226         386
                                                            -------     -------

Increase in cash and cash equivalents                           177         399

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

Cash and cash equivalents, end of period                    $   565     $ 3,449
                                                            =======     =======

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                            PHOENIX INCOME FUND, L.P.
                          NOTES TO 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.

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

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

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

         Reclassification  - Certain  1999  amounts  have been  reclassified  to
conform to the 2000 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 financial statements of the Partnership.

Note 4.  Notes Receivable.
         ----------------

         Impaired  Notes  Receivable.  At March 31, 2000,  the  Partnership  has
investments  in notes  receivable,  before  allowance for losses,  of $46,000 of
which $46,000 is considered  to be impaired.  The impaired  loans of $46,000 are
net of specific  write-downs of $168,000.  The  Partnership has an allowance for
losses of $0 as of March 31, 2000. The average  recorded  investment in impaired
loans during the three  months  ended March 31, 2000 and 1999 was  approximately
$46,000 and $87,000, respectively.


                                       5
<PAGE>

         The activity in the allowance for losses on notes receivable during the
three months ended March 31, is as follows:

                                               2000          1999
                                               ----          ----
                                             (Amounts In Thousands)
         Beginning balance                    $ -           $ 162
              Provision for losses              -             -
              Write downs                       -             -
                                              -----         -----
         Ending balance                       $ -           $ 162
                                              =====         =====

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 169,587 for the three months ended March
31,  2000 and  1999.  For  purposes  of  allocating  net  income  (loss) to each
individual  limited partner,  the Partnership  allocates net income (loss) based
upon each respective limited partner's net capital contributions.

Note 6.  Investment in Joint Ventures:
         ----------------------------

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

         The aggregate  financial  information of the equipment joint venture is
presented below:

                                            March 31,    December 31,
                                             2000           1999
                                             ----           ----
                                            (Amounts in Thousands)

         Assets                              $  -           $177
         Liabilities                            -             35
         Partners' Capital                      -            142


                                             Three Months Ended
                                                  March 31,
                                              2000         1999
                                              ----         ----
                                            (Amounts in Thousands)

         Revenue                              $ 16         $101
         Expenses                                3            9
         Net Income                             13           92

         The  equipment  joint  venture was closed during the three months ended
March 31, 2000.


                                       6
<PAGE>

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

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

                                             Three Months Ended
                                                  March 31,
                                              2000         1999
                                              ----         ----
                                            (Amounts in Thousands)


          Revenue                             $  -         $  1
          Expenses                               -           51
          Net Income (Loss)                      -          (50)

         The  financing  joint  venture was closed  during the third  quarter of
1999.


                                       7
<PAGE>

                            PHOENIX INCOME FUND, L.P.

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

Results of Operations

         The Partnership reported net income of $160,000 during the three months
ended March 31,  2000,  as  compared to net income of $129,000  during the three
months ended March 31, 1999.  The  Partnership  reported an overall  decrease in
total  revenues and expenses.  However,  the decreases in expenses  exceeded the
decreases in revenues, generating an increase in net income for the period.

         Total revenues decreased by $2,000 for the three months ended March 31,
2000, as compared to the same period in 1999. The decrease in total revenues for
the three months  ended March 31, 2000 is  primarily  due to decreases in rental
income,  earned  income from  financing  leases and  interest  income from notes
receivable.  However,  an  increase  in gain on sale of  securities  of $172,000
during the three months ended March 31, 2000,  compared to the previous  period,
caused a smaller decrease in revenues for this period than there would have been
otherwise.  The  $105,000  decrease in rental  income for the three months ended
March 31, 2000 is  attributable  to a decrease in the amount of equipment  owned
that is classified as operating leases. At March 31, 2000, the Partnership owned
equipment with an aggregate  original cost of $392,000,  as compared to the $5.6
million of equipment owned at March 31, 1999.

         Earned income from financing  leases  decreased by $21,000,  during the
three months ended March 31, 2000,  as compared to the same period in 1999.  The
Partnership had  investments in financing  leases with a net investment of $0 at
March 31, 2000 and 1999.

         Interest  income  from notes  receivable  decreased  by $18,000 for the
three months ended March 31,  2000,  compared to 1999.  The decrease in interest
income from notes receivable is attributable to the decline in net investment in
notes  receivable.  The net investment in notes  receivable was $46,000 at March
31, 2000, compared to $61,000 at March 31, 1999.

         The  Partnership  reported a gain on sale of securities of $172,000 for
the three months ended March 31, 2000,  compared to $0 in 1999.  The  securities
sold for 2000  consisted of common stock  received  though 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 $172,000 from the sale of these  securities  during the three months
ended March 31, 2000.  In  addition,  at March 31, 2000,  the  Partnership  owns
shares  of stock  and stock  warrants  in  emerging  growth  companies  that are
publicly traded with an unrealized gain of  approximately  $24,000.  These stock
warrants contain certain restrictions,  but are generally exercisable within one
year.

         Total expenses of the Partnership decreased by $33,000 during the three
months  ended March 31, 2000,  compared to the same period in 1999.  All expense
items decreased.  Management fees decreased  $9,000,  acquisition fees decreased
$14,000,   reimbursed  costs  to  the  general  partner   decreased  $5,000  and
depreciation  expense  decreased  by $3,000 for the three months ended March 31,
2000, as compared to the same period in 1999.  These decreases are  attributable

                                       8
<PAGE>

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.

Liquidity and Capital Resources

         The   Partnership's   primary  source  of  liquidity   comes  from  its
contractual  obligations  with a diversified  group of lessees and borrowers for
fixed lease terms at fixed  payment  amounts.  As the initial lease terms of the
Partnership's  short term operating leases expire, the Partnership will re-lease
or sell the equipment.  The future liquidity of the Partnership will depend upon
the General Partner's success in collecting its contractually  owed amounts from
lessees and  borrowers  as well as  re-leasing  and  selling  the  Partnership's
equipment when the lease terms expire.

         The  Partnership  reported  net  cash  used by  equipment  leasing  and
financing activities during the three months ended March 31, 2000 of $62,000, as
compared to net cash  generated of $348,000  during the same period in 1999. The
decline in net cash  generated  from leasing and  financing  activities  for the
three  months  ended  March 31,  2000,  as  compared  to the same  period in the
previous  year, is  attributable  to decreases in rental  income from  operating
leases,  principal  payments from financing  leases and principal  payments from
notes receivable, as previously discussed in the Results of Operations.

         The Partnership  received  distributions from joint ventures of $35,000
and $39,000 for the three  months  ended March 31, 2000 and 1999,  respectively.
The decrease in  distributions  from joint ventures is attributable to one joint
venture closing during the third quarter of 1999.

         As of March 31, 2000, the  Partnership  owned  equipment being held for
lease with an original  cost of $392,000 and a net book value of $0, as compared
to  equipment  with an  original  cost of  $2,948,000  and a net  book  value of
$109,000 at March 31, 1999. The General Partner is actively  engaged,  on behalf
of the  Partnership,  in  remarketing  and selling the  Partnership's  off lease
equipment.

         The cash  distributed  to partners was $0 during the three months ended
March 31, 2000 and 1999.  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 in cash  distributions for the three months ended March 31, 2000 and
1999. The cumulative cash distributions to limited partners at March 31, 2000 is
$43,274,000,  as compared to $38,891,000 at March 31, 1999. The General  Partner
received cash distributions of $0 for its share of the cash distribution for the
three months ended March 31, 2000 and 1999.

         As provided for by the partnership  agreement,  the General Partner has
determined  to  exercise  its  discretion  that no  further  redemptions  in the
Partnership will be permitted after March 31, 1998.

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

Impact of the Year 2000 Issue

         The  General  Partner  has  appointed  ResourcePhoenix.com.  (RPC),  an
affiliate of the General Partner, to manage its Year 2000 project.

                                       9
<PAGE>


         RPC has a Year 2000 project plan in place and a "Y2K Project  Team" has
been appointed.  The team has identified risks, and has implemented  remediation
procedures for its Year 2000 issues. RPC has budgeted for the necessary changes,
built  contingency  plans,  and has  progressed  along the  scheduled  timeline.
Installation  of all remediation  changes to critical  software and hardware was
completed on November 5, 1999. As of April 30, 2000, RPC has not encountered any
material year 2000  problems with the hardware and software  systems used in our
operations.  In  addition,  none of RPC's  critical  vendors  have  reported any
material  year 2000  problems nor have they  experienced  any decline in service
levels from such vendors.

         RPC will continue to monitor  internal and external  issues  related to
year 2000.

         Costs incurred by the Partnership  will be expensed as incurred and are
not currently anticipated to be material to the Partnership's financial position
or results of operations.

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


                                       10
<PAGE>

                            PHOENIX INCOME FUND, L.P.

                                 March 31, 2000

                           Part II. Other Information.
                                    -----------------

Item 1.       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 CDF 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").

         In the Ash action,  Plaintiffs  have filed a fourth  amended  complaint
which  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.  The court  sustained
Defendant's  demurrers  to the first four claims and  Defendants  have  recently
answered the complaint concerning the remaining claims.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the  offering  of Cash  Distribution  Fund V.  Defendants  have
answered the complaint and discovery has commenced.  A class has been certified.
The  Plaintiff's  deposition  has  been  taken  and  no  other  depositions  are
scheduled.

         The Companies intend to vigorously defend both actions.

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


                                       11
<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.
                                      -------------------------
                                            (Registrant)

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

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


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


May 12, 2000       Senior Vice President                  /S/ GARY W. MARTINEZ
--------------     and a Director of                      ----------------------
                   Phoenix Leasing Associates, Inc.       (Gary W. Martinez)



May 12, 2000       Vice President, Finance,               /S/ ANDREW N. GREGSON
--------------     Treasurer and a Director of            ----------------------
                   Phoenix Leasing Associates, Inc.



                                       12