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, 2001

                                       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
                              -----              -----

169,575 Units of Limited  Partnership  Interest were outstanding as of March 31,
2001.

Transitional small business disclosure format:

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

                                  Page 1 of 10
<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,
                                                            2001        2000
                                                            ----        ----
ASSETS

Cash and cash equivalents                                   $653        $659
                                                            ----        ----


     Total Assets                                           $653        $659
                                                            ====        ====

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
   Accounts payable and accrued expenses                    $ 29        $ 21
                                                            ----        ----

     Total Liabilities                                        29          21
                                                            ----        ----

Partners' Capital

   General Partner                                           --          --

   Limited Partners, 300,000 units authorized,
     175,285 units issued and 169,575
     and 169,587 units outstanding at
     March 31, 2001 and December 31, 2000,
     respectively                                            624         638
                                                            ----        ----

     Total Partners' Capital                                 624         638
                                                            ----        ----

     Total Liabilities and Partners' Capital                $653        $659
                                                            ====        ====

        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,
                                                                2001      2000
                                                                ----      ----
INCOME
   Rental income                                                 $--      $  19
   Equity in earnings from joint ventures                         --          3
   Gain on sale of securities                                     --        172
   Other income                                                      7       16
                                                                 -----    -----

     Total Income                                                    7      210
                                                                 -----    -----

EXPENSES
   Lease related operating expenses                                  8       13
   Management fees to General Partner                             --          8
   Reimbursed administrative costs to General Partner                4       12
   General and administrative expenses                               9       17
                                                                 -----    -----

     Total Expenses                                                 21       50
                                                                 -----    -----

NET INCOME (LOSS)                                                  (14)     160

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

COMPREHENSIVE INCOME (LOSS)                                      $ (14)   $ 174
                                                                 =====    =====


NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT                   $(.08)   $ .95
                                                                 =====    =====

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

ALLOCATION OF NET INCOME (LOSS):
     General Partner                                             $--      $--
     Limited Partners                                              (14)     160
                                                                 -----    -----

                                                                 $ (14)   $ 160
                                                                 =====    =====
        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,
                                                                2001      2000
                                                                ----      ----
Operating Activities:
--------------------

   Net income (loss)                                            $ (14)    $ 160

   Adjustments to reconcile net income (loss) to
     net cash used in operating activities:
       Equity in earnings from joint ventures                    --          (3)
       Gain on sale of equipment                                 --          (4)
       Gain on sale of securities                                --        (172)
       Increase (decrease) in accounts payable and
         accrued expenses                                           8       (30)
                                                                -----     -----

Net cash used in operating activities                              (6)      (49)
                                                                -----     -----

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

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

Increase (decrease) in cash and cash equivalents                   (6)      177

Cash and cash equivalents, beginning of period                    659       388
                                                                -----     -----

Cash and cash equivalents, end of period                        $ 653     $ 565
                                                                =====     =====

Supplemental Disclosure of Non-Cash Investing Activities:
--------------------------------------------------------
Reclassification of financing leases from operating leases      $--     $    (3)

        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.

         The Partnership  termination  date is December 31, 2006;  however it is
anticipated to close in the near term.

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

         Reclassification  - Certain  2000  amounts  have been  reclassified  to
conform to the 2001 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.  Accounts Receivable.
         -------------------

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

                                                    2001          2000
                                                    ----          ----
                                                  (Amounts in Thousands)

         Beginning balance                          $ -           $  19
              Provision for losses                    -              -
              Write downs                             -              (1)
                                                    -----         -----
         Ending balance                             $ -           $  18
                                                    =====         =====


                                       5
<PAGE>

Note 5.  Notes Receivable.
         ----------------

         Impaired Notes Receivable. At March 31, 2001 and December 31, 2000, the
recorded  investment in notes  receivable 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 three  months  ended  March  31,  2001 and 2000 was
approximately $0 and $46,000, 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 169,575 and 169,587 for the three months
ended March 31, 2001 and 2000,  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
-----------------------
                                         Three Months Ended
                                              March 31,
                                         2001           2000
                                         ----           ----
                                        (Amounts in Thousands)

         Revenue                          $ -           $16
         Expenses                           -             3
         Net Income                         -            13

         The  equipment  joint  venture was closed  during the first  quarter of
2000.

Note 8.  New Accounting Pronouncements.
         -----------------------------

         Effective  January  1,  2001,  the  Partnership  adopted  Statement  of
Financial Accounting Standards No. 133 (SFAS 133), as amended by SFAS 138, which
establishes  accounting and reporting  standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or as a liability
measured at its fair value.  The Partnership  currently has warrants to purchase
non-marketable  equities covered by this statement.  The Partnership  previously
carried  these  warrants at fair value on the balance  sheet and changes in fair
value  were  reported  as a  component  of  other  comprehensive  income  on the
Statement of Partners'  Capital.  With the adoption of SFAS 133,  these warrants
are  carried at fair value on the  balance  sheet and  changes in fair value are
reported as part of other income on the Statement of  Operations.  The effect of
the change was not material.



                                       6
<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 a net loss of $14,000 during the three months
ended March 31,  2001,  as  compared to net income of $160,000  during the three
months ended March 31, 2000.  The  Partnership  reported an overall  decrease in
total  income and  expenses.  However,  the  decreases  in income  exceeded  the
decreases in expenses,  generating a decrease in net income for the period.  The
decline in net income for the three months ended March 31, 2001, compared to the
same period in 2000,  is primarily  due to the winding down of operations as the
Partnership nears closing.

         Total income decreased by $203,000 for the three months ended March 31,
2001,  as compared to the same period in 2000.  The decrease in total income for
the three months  ended March 31, 2001 is  primarily  due to decreases in rental
income,  gain on sale of  securities  and earnings from joint  ventures.  Rental
income  decreased by $19,000 during 2001 as compared to the same period in 2000.
The  decrease in rental  income is  attributable  to a decrease in the amount of
equipment owned that is classified as operating  leases.  At March 31, 2001, the
Partnership  owned equipment with an aggregate  original cost of $0, as compared
to the $392,000 of equipment owned at March 31, 2000.

         The  Partnership  reported a gain on sale of  securities  of $0 for the
three months ended March 31, 2001,  compared to $172,000 in 2000. The securities
sold in 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.

         Earnings from joint  ventures  decreased by $3,000 for the three months
ended March 31, 2001,  as compared to the same period in 2000.  The decrease was
due to the last joint venture owned by the Partnership  closing during the first
quarter of 2000.

         Total expenses of the Partnership decreased by $29,000 during the three
months  ended March 31,  2001,  compared to the same period in 2000.  Management
fees decreased $8,000,  reimbursed costs to the general partner decreased $8,000
and lease related  operating  expenses  decreased by $5,000 for the three months
ended March 31, 2001,  as compared to the same period in 2000.  These  decreases
are  attributable  to the decline in the amount of equipment owned as previously
discussed.

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  used by  equipment  leasing  and
financing  activities  during the three months ended March 31, 2001 of $6,000 as
compared  to net cash  used of  $31,000  during  the same  period  in 2000.  The
decrease  in net cash used in leasing  and  financing  activities  for the three
months  ended March 31,  2001,  as  compared to the same period in the  previous
year, is attributable to an increase in accounts payable and accrued expenses.

                                       7
<PAGE>


         The Partnership  received  distributions  from joint ventures of $0 and
$35,000 for the three  months ended March 31, 2001 and 2000,  respectively.  The
decrease in distributions  from joint ventures is attributable to the last joint
venture owned by the Partnership which closed during the first quarter of 2000.

         As of March 31, 2001, 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 $392,000 and a net book value of $0 at March
31, 2000. The  Partnership  sold all of it's remaining  equipment as of December
31, 2000.

         The cash  distributed  to partners was $0 during the three months ended
March 31, 2001 and 2000.  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, 2001 and
2000. The cumulative cash  distributions  to limited  partners is $43,274,000 at
March 31, 2001 and 2000. The General Partner  received cash  distributions of $0
for its share of the cash distribution for the three months ended March 31, 2001
and 2000. The Partnership is planning to make a final distribution in 2001.


                                       8
<PAGE>

                            PHOENIX INCOME FUND, L.P.

                                 March 31, 2001

                           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 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. The
Companies  recently  answered the complaint and  discovery  has  commenced.  The
plaintiffs'   depositions  have  been  taken,   and  plaintiffs   recently  took
depositions of the Companies.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the offering of Cash  Distribution  Fund V. The Companies  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.  The parties
continue to engage in discovery, including document production, interrogatories,
requests for admission and depositions,  in the Consolidated  Action.  The court
recently set a trial date of October 19, 2001.

         The Companies intend to vigorously defend the Consolidated Action.

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
         b)   Reports on 8-K: None


                                       9
<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 11, 2001       Senior Vice President                  /S/ GARY W. MARTINEZ
-----------------  and a Director of                      ----------------------
                   Phoenix Leasing Associates, Inc.       (Gary W. Martinez)



May 11, 2001       Vice President Chief Financial         /S/ ANDREW N. GREGSON
-----------------  Officer and a Director of              ----------------------
                   Phoenix Leasing Associates, Inc.       (Andrew N. Gregson)


                                       10