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, 1999

                                       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,
1999.

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,
                                                           1999         1998
                                                           ----         ----
ASSETS
Cash and cash equivalents                                 $3,449      $3,050

Accounts receivable (net of allowance for losses on
   accounts receivable of $106 and $109 at March 31,
   1999 and December 31, 1998, respectively)                  66          23

Notes receivable (net of allowance for losses on
   notes receivable of $162 at March 31, 1999 and
   December 31, 1998)                                        192         271

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $3,255 and
   $3,309 at March 31, 1999 and December 31, 1998,
   respectively)                                             114          38

Netinvestment in financing leases (net of allowance
   for early terminations of $89 at March 31, 1999
   and December 31, 1998)                                     16         351

Investment in joint ventures                                  84         115

Capitalized acquisition fees (net of accumulated
   amortization of $3,610 and $3,596 at March 31,
   1999 and December 31, 1998, respectively)                  12          26

Other assets                                                  26          39
                                                          ------      ------

     Total Assets                                         $3,959      $3,913
                                                          ======      ======

LIABILITIES AND PARTNERS' CAPITAL
Liabilities
   Accounts payable and accrued expenses                  $  139      $  213
                                                          ------      ------

     Total Liabilities                                       139         213
                                                          ------      ------

Partners' Capital
   General Partner                                          --          --
 
   Limited Partners, 300,000 units authorized,
     175,285 units issued and 169,587 and 169,604
     units outstanding at March 31, 1999 and
     December 31, 1998, respectively                       3,814       3,685

   Accumulated other comprehensive income                      6          15
                                                          ------      ------

     Total Partners' Capital                               3,820       3,700
                                                          ------      ------


     Total Liabilities and Partners' Capital              $3,959      $3,913
                                                          ======      ======

        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,
                                                               1999        1998
                                                               ----        ----
INCOME
   Rental income                                               $ 124      $ 343
   Earned income, financing leases                                21         68
   Equity in earnings from joint ventures, net                     8         41
   Interest income, notes receivable                              18         32
   Other income                                                   41         27
                                                               -----      -----

     Total Income                                                212        511
                                                               -----      -----

EXPENSES
   Depreciation                                                    3         68
   Amortization of acquisition fees                               14         23
   Lease related operating expenses                               12         17
   Management fees to General Partner                             17         32
   Reimbursed administrative costs to General Partner             17         28
   Provision for losses on receivables                           --           6
   General and administrative expenses                            20         30
                                                               -----      -----

     Total Expenses                                               83        204
                                                               -----      -----

NET INCOME                                                       129        307

Other comprehensive income:
   Unrealized losses on securities:
     Unrealized holding losses arising during period              (9)        (8)
     Less: reclassification adjustment for losses
           included in net income                                --         --
                                                               -----      -----
Other comprehensive income                                        (9)        (8)
                                                               -----      -----

COMPREHENSIVE INCOME                                           $ 120      $ 299
                                                               =====      =====


NET INCOME PER LIMITED PARTNERSHIP UNIT                        $ .76      $1.31
                                                               =====      =====

DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT                     $ --       $9.46
                                                               =====      =====

ALLOCATION OF NET INCOME:
     General Partner                                           $ --       $  84
     Limited Partners                                            129        223
                                                               -----      -----

                                                               $ 129      $ 307
                                                               =====      =====

        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,
                                                                1999      1998
                                                                ----      ----
Operating Activities:
--------------------
   Net income                                                 $   129   $   307

   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                                 3        68
       Amortization of acquisition fees                            14        23
       Equity in earnings from joint ventures, net                 (8)      (41)
       Gain on sale of equipment                                  (12)      (21)
       Provision for early termination, financing leases          --          6
       Decrease (increase) in accounts receivable                 (43)       43
       Decrease in accounts payable and accrued expenses          (74)     (145)
       Decrease in other assets                                     4         4
                                                              -------   -------

Net cash provided by operating activities                          13       244
                                                              -------   -------

Investing Activities:
--------------------
   Principal payments, financing leases                           256       345
   Principal payments, notes receivable                            79       152
   Proceeds from sale of equipment                                 12        21
   Distributions from joint ventures                               39       130
                                                              -------   -------

Net cash provided by investing activities                         386       648
                                                              -------   -------

Financing Activities:
--------------------
   Redemptions of capital                                        --          (2)
   Distributions to partners                                     --      (1,691)
                                                              -------   -------

Net cash used in financing activities                            --      (1,693)
                                                              -------   -------

Increase (decrease) in cash and cash equivalents                  399      (801)

Cash and cash equivalents, beginning of period                  3,050     2,693
                                                              -------   -------

Cash and cash equivalents, end of period                      $ 3,449   $ 1,892
                                                              =======   =======

        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  1998  amounts  have been  reclassified  to
conform to the 1999 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, 1999,  the  Partnership  has
investments in notes  receivable,  before  allowance for losses,  of $354,000 of
which $87,000 is considered to be impaired. The Partnership has an allowance for
losses of $162,000 as of March 31,  1999.  The average  recorded  investment  in
impaired  loans  during  the three  months  ended  March  31,  1999 and 1998 was
approximately $87,000 and $113,000, respectively.


                                       5
<PAGE>

         The activity in the allowance for losses on notes receivable during the
three months ended March 31, is as follows:
                                                        1999      1998
                                                        ----      ----
                                                    (Amounts In Thousands)
          Beginning balance                             $162      $162
               Provision for losses                      --        --
               Write downs                               --        --  
                                                        ----      ----
          Ending balance                                $162      $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 and 169,853 for the three months
ended March 31, 1999 and 1998,  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 6.  Investment in Joint Ventures:
         ----------------------------

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

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

                                                 March 31,         December 31,
                                                   1999                1998
                                                   ----                ----
                                                    (Amounts in Thousands)

         Assets                                    $101                $184
         Liabilities                                 65                 117
         Partners' Capital                           36                  67


                                                      Three Months Ended
                                                           March 31,
                                                   1999                1998
                                                   ----                ----
                                                    (Amounts in Thousands)

         Revenue                                   $101                $181
         Expenses                                     9                  20
         Net Income                                  92                 161


                                       6
<PAGE>

Financing Joint Ventures
------------------------

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

                                                 March 31,         December 31,
                                                   1999                1998
                                                   ----                ----
                                                    (Amounts in Thousands)

         Assets                                    $466                $550
         Liabilities                                144                 151
         Partners' Capital                          322                 399

                                                      Three Months Ended
                                                           March 31,
                                                   1999                1998
                                                   ----                ----
                                                    (Amounts in Thousands)

          Revenue                                  $  1                $ 25
          Expenses                                   51                   4
          Net Income (Loss)                         (50)                 21



                                       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 $129,000 during the three months
ended March 31,  1999,  as  compared to net income of $307,000  during the three
months ended March 31, 1998.  The  Partnership  reported an overall  decrease in
total  revenues and expenses.  However,  the decreases in revenues  exceeded the
decreases in expenses, generating a decrease in net income for the period.

         Total  revenues  decreased by $299,000 for the three months ended March
31,  1999,  as  compared  to the same  period in 1998.  The  decrease  in total
revenues for the three months ended March 31, 1999 is primarily due to decreases
in rental income,  earned income from financing  leases and interest income from
notes  receivable.  The $219,000  decrease in rental income for the three months
ended March 31, 1999 is  attributable  to a decrease in the amount of  equipment
owned that is classified as operating leases. At March 31, 1999, the Partnership
owned equipment with an aggregate original cost of $5.6 million,  as compared to
the $14 million of equipment owned at March 31, 1998.

         Earned income from  financing  leases  decreased by $47,000  during the
three months ended March 31, 1999, as compared to the same period in 1998.  This
decrease is attributable  to the decrease in net investment in financing  leases
since March 31, 1998. The Partnership had investments in financing leases with a
net  investment of $16,000 at March 31, 1999, as compared to $1,407,000 at March
31, 1998. The net  investment in financing  leases will continue to decline over
the lease term as the  Partnership  amortizes  income over the life of the lease
using the interest method.

         Interest  income  from notes  receivable  decreased  by $14,000 for the
three months ended March 31,  1999,  compared to 1998.  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 $192,000 at March
31,  1999,  compared  to  $660,000  at  March  31,  1998.  Additionally,  no new
investments  were made during the three  months ended March 31, 1999 to mitigate
the decline in the net investment in notes receivable.

         Total  expenses of the  Partnership  decreased  by $121,000  during the
three  months  ended March 31,  1999,  compared to the same period in 1998.  All
expense items  decreased,  with  depreciation  expense  contributing the largest
decline due to the decrease in the amount of equipment owned by the Partnership.
Depreciation  expense  decreased by $65,000 for the three months ended March 31,
1999, as compared to the same period in 1998.  This decrease is  attributable to
the  decline in the  amount of  equipment  owned as  previously  discussed,  but
additionally  as a result of 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 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

                                       8
<PAGE>

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, 1999 of $348,000,
as compared to $741,000  during the same period in 1998. The decline in net cash
generated from leasing and financing activities for the three months ended March
31, 1999, 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 $39,000
and $130,000  for the three months ended March 31, 1999 and 1998,  respectively.
The decrease in  distributions  from joint ventures is attributable to one joint
venture  experiencing a decline in cash available for  distributions as a result
of a reduction in rental income and sales proceeds received.

         As of March 31, 1999, the  Partnership  owned  equipment being held for
lease with an original cost of $2,948,000  and a net book value of $109,000,  as
compared to equipment  with an original cost of $5,558,000  and a net book value
of $28,000 at March 31, 1998. 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 $0 and $1,691,000 during the three
months  ended  March 31, 1999 and 1998,  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 $1,606,000 in cash  distributions
for the three months ended March 31, 1999 and 1998, respectively. The cumulative
cash  distributions  to limited  partners at March 31, 1999 is  $38,891,000,  as
compared to  $37,304,000 at March 31, 1998.  The General  Partner  received cash
distributions  of $0 and $85,000 for its share of the cash  distribution for the
three months ended March 31, 1999 and 1998, respectively.  The Partnership plans
to make its next distribution in December 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

         ReSource/Phoenix, Inc. ("ReSource/Phoenix"), an affiliate of the parent
to the  General  Partner  does all local  computer  processing  for the  General
Partner. And as such Resource/Phoenix manages the Year 2000 project on behalf of
the General Partner.

                                       9
<PAGE>

         Resource/Phoenix  has a Year 2000 project plan in place.  The Year 2000
project team has identified  risks, and has implemented  remediation  procedures
for its Year  2000  issues.  ReSource/Phoenix  has  budgeted  for the  necessary
changes,  built  contingency  plans,  and has  progressed  along  the  scheduled
timeline.  Installation of all  remediation  changes to software and hardware is
planned to be completed by September 15, 1999.

         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, however, cumulative exposure to multiple individual customers
could materially impact the Partnership should multiple  customers  experience a
significant Year 2000 problem.


                                       10
<PAGE>

                            PHOENIX INCOME FUND, L.P.

                                 March 31, 1999

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

Item 1.       Legal Proceedings.
              -----------------

         On October 28, 1997, a Class Action Complaint was filed against Phoenix
Leasing  Incorporated,  Phoenix  Leasing  Associates,  II and III  LP.,  Phoenix
Securities  Inc.  and  Phoenix  American   Incorporated   (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 a 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 "Marin  Action").  Plaintiffs  then dismissed the remaining
claims in  Sacramento  Superior  Court and  refiled  them in a separate  lawsuit
making similar allegations (the"Sacramento Action").

         Plaintiffs have amended the Marin Action twice. Defendants have not yet
answered the complaint and may file a demurrer to dismiss the claims.  Discovery
has not commenced. The Companies intend to vigorously defend the Complaint.

         In February  1999,  plaintiffs  requested a transfer of the  Sacramento
Action  to Marin  County.  The  Court  granted  that  request,  and the case was
transferred in March 1999.  Defendants  have not yet responded to the Complaint.
Discovery  has not  commenced.  The Companies  intend to  vigorously  defend the
Complaint.

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 13, 1999         Senior Vice President                 /S/ GARY W. MARTINEZ
------------         and a Director of                     --------------------
                     Phoenix Leasing Associates, Inc.      (Gary W. Martinez)

                     

May 13, 1999         Chief Financial Officer,              /S/ HOWARD SOLOVEI
------------         Treasurer and a Director of           --------------------
                     Phoenix Leasing Associates, Inc.      (Howard Solovei)
                     


May 13, 1999         Senior Vice President,                /S/ BRYANT J. TONG
------------         Financial Operations of               --------------------
                     Phoenix Leasing Associates, Inc.      (Bryant J. Tong)

                                       12