Page 1 of 11

                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, 1997

                                       OR

   _____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

        For the transition period from ______________ to ______________.

                         Commission file number 0-19063
                                                -------

                           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 _____

170,276 Units of Limited  Partnership  Interest were outstanding as of March 31,
1997.

Transitional small business disclosure format:

                               Yes _____ No __X__


<PAGE>


                                                                    Page 2 of 11


                          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,
                                                       1997         1996
                                                     --------     --------
ASSETS

Cash and cash equivalents                            $  3,624     $  3,323

Accounts receivable (net of allowance for
   losses on accounts receivable of $124
   and $125 at March 31, 1997 and
   December 31, 1996, respectively)                       103          125

Notes receivable (net of allowance for
   losses on notes receivable of $216 at
   March 31, 1997 and December 31, 1996)                  927        1,042

Equipment on operating leases and held for
   lease (net of accumulated depreciation of
   $11,305 and $12,008 at March 31, 1997 and
   December 31, 1996, respectively)                       216          378

Net investment in financing leases (net of
   allowance for early terminations of $68 at
   March 31, 1997 and December 31, 1996)                4,019        5,039

Investment in joint ventures                              790        1,047

Capitalized acquisition fees (net of accumulated
   amortization of $3,398 and $3,346 at March 31,
   1997 and December 31, 1996, respectively)              209          261

Other assets                                               73          123
                                                     --------     --------

     Total Assets                                    $  9,961     $ 11,338
                                                     ========     ========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
   Accounts payable and accrued expenses             $    629     $    684
                                                     --------     --------

     Total Liabilities                                    629          684
                                                     --------     --------

Partners' Capital
   General Partner                                       --             (1)

   Limited Partners, 300,000 units authorized,
     175,285 units issued and 170,276 and
     170,316 units outstanding at March 31,
     1997 and December 31, 1996, respectively           9,303       10,618

   Unrealized gains on available-for-sale
     securities                                            29           37
                                                     --------     --------

     Total Partners' Capital                            9,332       10,654
                                                     --------     --------

     Total Liabilities and Partners' Capital         $  9,961     $ 11,338
                                                     ========     ========


        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 3 of 11

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


                                                        Three Months Ended
                                                             March 31,
                                                         1997        1996
                                                       -------     -------
INCOME

   Rental income                                       $   481     $   712
   Earned income, financing leases                         166         292
   Equity in earnings from joint ventures, net              66          85
   Interest income, notes receivable                        84          69
   Other income                                             39          52
                                                       -------     -------

     Total Income                                          836       1,210
                                                       -------     -------

EXPENSES

   Depreciation                                            164         431
   Amortization of acquisition fees                         52          76
   Lease related operating expenses                         70          53
   Management fees to General Partner                       65          83
   Reimbursed administrative costs to General Partner       67          74
   Provision for losses on receivables                    --            21
   General and administrative expenses                      35          33
                                                       -------     -------

     Total Expenses                                        453         771
                                                       -------     -------

NET INCOME                                             $   383     $   439
                                                       =======     =======



NET INCOME PER LIMITED PARTNERSHIP UNIT                $  1.75     $  2.06
                                                       =======     =======

DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT             $  9.45     $  9.20
                                                       =======     =======

ALLOCATION OF NET INCOME:
     General Partner                                   $    85     $    87
     Limited Partners                                      298         352
                                                       -------     -------

                                                       $   383     $   439
                                                       =======     =======


        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 4 of 11


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

                                                        Three Months Ended
                                                             March 31,
                                                         1997        1996
                                                       -------     -------
Operating Activities:
   Net income                                          $   383     $   439

   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation                                        164         431
       Amortization of acquisition fees                     52          76
       Loss (gain) on sale of equipment                    (33)         14
       Equity in earnings from joint ventures, net         (66)        (85)
       Gain on sale of securities                         --           (21)
       Provision for early termination,
        financing leases                                  --            35
       Recovery of losses on notes receivable             --           (14)
       Decrease in accounts receivable                      22          66
       Increase (decrease) in accounts payable
        and accrued expenses                               (55)         23
       Decrease in other assets                             42        --
                                                       -------     -------

Net cash provided by operating activities                  509         964
                                                       -------     -------

Investing Activities:
   Principal payments, financing leases                    935       1,026
   Principal payments, notes receivable                    115         133
   Proceeds from sale of equipment                         116         137
   Distributions from joint ventures                       323          72
   Proceeds from sale of securities                       --            21
   Investment in financing leases                         --          (118)
   Payment of acquisition fees                            --           (63)
                                                       -------     -------

Net cash provided by investing activities                1,489       1,208
                                                       -------     -------

Financing Activities:
   Redemptions of capital                                   (2)        (10)
   Distributions to partners                            (1,695)     (1,657)
                                                       -------     -------

Net cash used by financing activities                   (1,697)     (1,667)
                                                       -------     -------

Increase in cash and cash equivalents                      301         505

Cash and cash equivalents, beginning of period           3,323       2,364
                                                       -------     -------

Cash and cash equivalents, end of period               $ 3,624     $ 2,869
                                                       =======     =======


        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 5 of 11

                            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.

         Non Cash Investing Activities.  During the three months ended March 31,
1996, the Partnership,  along with other affiliated  partnerships managed by the
General  Partner,  obtained  title to a cable  television  company that had been
pledged as collateral for a  non-performing  note. As a result,  the Partnership
reclassified $62,000 to Investment in Joint Ventures on the balance sheet.

Note 2.       Reclassification.

         Reclassification  - Certain  1996  amounts  have been  reclassified  to
conform to the 1997 presentation.

Note 3.       Income Taxes.

         Federal  and state  income tax  regulations  provide  that taxes on the
income  or loss of the  Partnership  are  reportable  by the  partners  in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the financial statements of the Partnership.

Note 4.       Notes Receivable.

         Impaired  Notes  Receivable.  At March 31, 1997 and 1996,  the recorded
investment  in notes that are  considered  to be impaired  was $0 and  $160,000,
respectively,  for which there was no related allowance for losses.  The average
recorded  investment  in impaired  loans during the three months ended March 31,
1997 and 1996 was approximately $0 and $160,000, respectively.

         On February 14, 1996, the  Partnership  foreclosed upon a nonperforming
outstanding  note  receivable  to  a  cable  television  operator  to  whom  the
Partnership,  along with other  affiliated  partnerships  managed by the General
Partner,  had extended  credit.  The  Partnership's  net carrying value for this
outstanding  note  receivable  was  $62,000  at March  31,  1996,  for which the
Partnership had an allowance for losses on notes of $14,000.  Because the market
value of the cable system exceeded the carrying value, this allowance of $14,000
was reversed and recognized as income at March 31, 1996.  This cable  television
system was subsequently sold on August 30, 1996.

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


<PAGE>


                                                                    Page 6 of 11

                                                  1997             1996
                                                 ------           ------
                                                  (Amounts In Thousands)
         Beginning balance                       $  216           $  230
             Provision for losses                   -                (14)
             Write downs                            -                -
                                                 ------           ------
         Ending balance                          $  216           $  216
                                                 ======           ======

Note 5.       Equipment on Operating Leases and Held for Lease.

         The  Partnership's  policy,  as disclosed on the  Partnership's  latest
annual report filed on Form 10-K, is to provide additional  depreciation expense
where reviews of equipment indicate that rentals plus anticipated sales proceeds
will not exceed expenses,  including depreciation expense, in any future period.
As a result,  the Partnership has provided  additional  depreciation  expense on
various  leases  that are near the end of their  initial  lease  term  where the
estimated fair market value is not expected to exceed the net book value of such
leases. The portion of additional  depreciation  expense included in the caption
"Depreciation"  on the statement of operations  for the three months ended March
31,  1997 and 1996,  are $0 and $81,000  respectively,  ($0 and $.47 per limited
partnership unit, respectively).

Note 6.       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 170,298 and 171,054 for the three months
ended March 31, 1997 and 1996,  respectively.  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 7.       Investment in Joint Ventures:

Equipment Joint Venture

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

                                                      March 31,  December 31,
                                                        1997        1996
                                                       ------      ------
                                                     (Amounts in Thousands)

      Assets                                           $2,863      $4,002
      Liabilities                                         323         382
      Partners' Capital                                 2,540       3,620

                                                       Three Months Ended
                                                            March 31,
                                                        1997        1996
                                                       ------      ------
                                                      (Amounts in Thousands)

      Revenue                                          $  374      $  547
      Expenses                                            112         217
      Net Income                                          262         330




<PAGE>


                                                                    Page 7 of 11

Financing Joint Ventures

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

                                                      March 31,  December 31,
                                                        1997        1996
                                                       ------      ------
                                                     (Amounts in Thousands)

      Assets                                           $  967      $1,023
      Liabilities                                         127         130
      Partners' Capital                                   840         893

                                                       Three Months Ended
                                                            March 31,
                                                        1997        1996
                                                       ------      ------
                                                     (Amounts in Thousands)

      Revenue                                          $   35      $   43
      Expenses                                             14           1
      Net Income                                           21          42


Foreclosed Cable Systems Joint Venture

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

                                                      March 31,  December 31,
                                                        1997        1996
                                                       ------      ------
                                                     (Amounts in Thousands)

      Assets                                           $   51      $  115
      Liabilities                                        --            25
      Partners' Capital                                    51          90

                                                       Three Months Ended
                                                            March 31,
                                                        1997        1996
                                                       ------      ------
                                                     (Amounts in Thousands)

      Revenue                                          $  (38)     $  305
      Expenses                                           --           324
      Net Income                                          (38)        (19)





<PAGE>


                                                                    Page 8 of 11


                            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 $383,000 during the three months
ended March 31,  1997,  as  compared to net income of $439,000  during the three
months ended March 31, 1996.  The  Partnership  reported an overall  decrease in
total  revenues and  expenses.  However,  the decrease in revenues  exceeded the
decrease in expense, generating a decrease in net income for the period.

         Total  revenues  decreased  by $374,000  during the three  months ended
March 31,  1997,  as compared to the same period in 1996.  The decrease in total
revenues is due primarily to a decrease in rental income from  operating  leases
of $231,000 for the three  months ended March 31, 1997,  as compared to the same
period in 1996. The decrease in rental income is  attributable  to a decrease in
the amount of equipment  owned that is classified as operating  type leases.  At
March 31, 1997, the Partnership owned equipment with an aggregate  original cost
of $27 million, as compared to the $36.3 million of equipment owned at March 31,
1996.

         Earned income from financing  leases  decreased by $126,000  during the
three months ended March 31, 1997, as compared to the same period in 1996.  This
is attributable to the decrease in the net investment in financing  leases since
March 31, 1996. The Partnership  owned financing leases with a net investment of
$4.1 million at March 31,  1997,  as compared to $7.8 million at March 31, 1996.
The net  investment in financing  leases will continue to decline over the lease
term as payments are received.

         Total  expenses of the  Partnership  decreased  by $318,000  during the
three  months  ended  March  31,  1997,  compared  to the same  period  in 1996.
Depreciation  expense  experienced the largest  decrease during the three months
ended March 31,  1997,  as  compared  to the same  period in 1996.  Depreciation
expense  decreased  due to the decrease in the amount of equipment  owned by the
Partnership, as well as, an increasing portion of the equipment portfolio having
been fully depreciated.


Liquidity and Capital Resources

         The   Partnership's   primary  source  of  liquidity   comes  from  its
contractual  obligations  with  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 generated by equipment  leasing and
financing activities during the three months ended March 31, 1997 of $1,559,000,
as compared  to  $2,123,000  during the same period in 1996.  The decline in net
cash generated from leasing and financing  activities for the three months ended
March 31,  1997,  as  compared  to the same  period  in the  previous  year,  is
attributable  to decreases in rental income from operating  leases and principal
payments  from  financing  leases,  as  previously  discussed  in the Results of
Operations.

         An additional factor  contributing to the decline in net cash generated
is the  reduction in the amount of proceeds  received from the sale of equipment
for the three  months ended March  31, 1997, as  compared to the  previous year.



<PAGE>


                                                                    Page 9 of 11

The Partnership  received proceeds from the sale of equipment of $116,000 during
the three months ended March 31, 1997, as compared to $137,000  during the three
months ended March 31, 1996.

         The Partnership received  distributions from joint ventures of $323,000
and $72,000 for the three  months  ended March 31, 1997 and 1996,  respectively.
The increase in  distributions  from joint ventures is attributable to one joint
venture having paid its outstanding  debt in full in November 1996.  Previously,
any excess cash flow  generated by this joint  venture was being used to pay off
the  outstanding  debt.  The excess cash flow generated by this joint venture is
currently being paid to the Partnership and the other venturers.

         As of March 31, 1997, the  Partnership  owned  equipment being held for
lease with an original cost of $3,847,000  and a net book value of $131,000,  as
compared to equipment  with an original cost of $2,996,000  and a net book value
of  $370,000 at March 31,  1996.  The General  Partner is actively  engaged,  on
behalf of the  Partnership,  in remarketing  and selling the  Partnership's  off
lease  equipment.  Until new lessees or buyers of  equipment  can be found,  the
equipment   will  continue  to  generate   depreciation   expense   without  any
corresponding  rental  income.  The  effect of this will be a  reduction  of the
Partnership earnings during this remarketing period.

         The cash  distributed to partners was $1,695,000 and $1,657,000  during
the three months ended March 31, 1997 and 1996, 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  $1,610,000  and  $1,574,000  in  cash
distributions for the three months ended March 31, 1997 and 1996,  respectively.
The  cumulative  cash  distributions  to limited  partners  at March 31, 1997 is
$30,926,000,  as compared to $24,533,000 at March 31, 1996. The General  Partner
received  cash  distributions  of $85,000  and $83,000 for its share of the cash
distribution  for the three months ended March 31, 1997 and 1996,  respectively.
The Partnership anticipates making distributions during the remainder of 1997 at
approximately the same rate as the current distribution.

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




<PAGE>


                                                                   Page 10 of 11

                            PHOENIX INCOME FUND, L.P.

                                 March 31, 1997

                           Part II. Other Information.


Item 1.    Legal Proceedings.  Inapplicable.

Item 2.    Changes in Securities.  Inapplicable

Item 3.    Defaults Upon Senior Securities.  Inapplicable

Item 4.    Submission of Matters to a Vote of Securities Holders.  Inapplicable

Item 5.    Other Information.  Inapplicable

Item 6.    Exhibits and Reports on 8-K:

           a)   Exhibits:  None

                (27) Financial Data Schedule

           b)   Reports on 8-K:  None



<PAGE>


                                                                   Page 11 of 11

                                   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 13, 1997        Chief Financial Officer,           /S/ PARITOSH K. CHOKSI
----------------      Senior Vice President,             ----------------------
                      Treasurer and a Director of        (Paritosh K. Choksi)
                      Phoenix Leasing Associates, Inc.


  May 13, 1997        Senior Vice President,             /S/ BRYANT J. TONG
----------------      Financial Operations of            ----------------------
                      Phoenix Leasing Associates, Inc.   (Bryant J. Tong)


  May 13, 1997        Senior Vice President              /S/ GARY W. MARTINEZ
----------------      and a Director of                  ----------------------
                      Phoenix Leasing Associates, Inc.   (Gary W. Martinez)


  May 13, 1997        Partnership Controller             /S/ MICHAEL K. ULYATT
----------------      of Phoenix Leasing Incorporated    ----------------------
                      (Parent Company)                   (Michael K. Ulyatt)