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 June 30, 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 June 30,
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)
                                                         June 30,   December 31,
                                                           2000         1999
                                                           ----         ----
ASSETS
Cash and cash equivalents                                  $552         $388

Accounts receivable (net of allowance for losses
   on accounts receivable of $4 and $19 at
   June 30, 2000 and December 31, 1999, respectively)        37           26

Notes receivable (net of allowance for losses on
   notes receivable of $0 at June 30, 2000 and
   December 31, 1999)                                        15           61

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $342 and
   $636 at June 30, 2000 and December 31, 1999,
   respectively)                                            --           --

Investment in joint ventures                                --            32

Other assets                                                 10            8
                                                           ----         ----

     Total Assets                                          $614         $515
                                                           ====         ====

LIABILITIES AND PARTNERS' CAPITAL
Liabilities
   Accounts payable and accrued expenses                   $ 29         $ 70
                                                           ----         ----

     Total Liabilities                                       29           70
                                                           ----         ----

Partners' Capital
   General Partner                                          --           --

   Limited Partners, 300,000 units authorized,
     175,285 units issued and 169,587 units
     outstanding at June 30, 2000 and
     December 31, 1999                                      574          436

   Accumulated other comprehensive income                    11            9
                                                           ----         ----

     Total Partners' Capital                                585          445
                                                           ----         ----

     Total Liabilities and Partners' Capital               $614         $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  Six Months Ended
                                                 June 30,           June 30,
                                               2000    1999       2000    1999
                                               ----    ----       ----    ----
INCOME
   Rental income                              $ --    $ 202       $  19   $ 326
   Earned income, financing leases              --        2         --       23
   Equity in earnings from joint ventures,
     net                                        --       15           3      23
   Interest income, notes receivable            --       22         --       40
   Gain on sale of securities                   --      --          172    --
   Other income                                  15      46          31      87
                                              -----   -----       -----   -----
     Total Income                                15     287         225     499
                                              -----   -----       -----   -----

EXPENSES
   Depreciation                                 --        2         --        5
   Amortization of acquisition fees               1       6         --       20
   Lease related operating expenses               8       1          22      13
   Management fees to General Partner           --       13           8      30
   Reimbursed administrative costs to
     General Partner                             11      15          23      32
   Recovery of losses on receivables             (4)     (1)         (4)     (1)
   General and administrative expenses           21      30          38      51
                                              -----   -----       -----   -----
     Total Expenses                              37      66          87     150
                                              -----   -----       -----   -----

NET INCOME (LOSS)                               (22)    221         138     349

Other comprehensive income:
   Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
       arising during period                    (12)      1         174      (8)
     Less:  reclassification adjustment for
             gains included in net income       --      --         (172)    --
                                              -----   -----       -----   -----
Other comprehensive income                      (12)      1           2      (8)
                                              -----   -----       -----   -----

COMPREHENSIVE INCOME                          $ (34)  $ 222       $ 140   $ 341
                                              =====   =====       =====   =====

NET INCOME (LOSS) PER LIMITED
   PARTNERSHIP UNIT                           $(.14)  $1.30       $ .81   $2.06
                                              =====   =====       =====   =====

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

ALLOCATION OF NET INCOME (LOSS):
     General Partner                          $ --    $ --        $ --    $ --
     Limited Partners                           (22)    221         138     349
                                              -----   -----       -----   -----

                                              $ (22)  $ 221       $ 138   $ 349
                                              =====   =====       =====   =====

        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)

                                                             Six Months Ended
                                                                 June 30,
                                                             2000        1999
                                                             ----        ----
Operating Activities:
--------------------
   Net income                                               $   138     $   349

   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
       Depreciation                                            --             5
       Amortization of acquisition fees                        --            20
       Gain on sale of equipment                                 (4)        (35)
       Gain on sale of securities                              (172)       --
       Equity in earnings from joint ventures, net               (3)        (23)
       Recovery of losses in accounts receivable                (14)       --
       Recovery of early termination, financing leases         --            (1)
       Provision for losses on notes receivable                  10        --
       Decrease in accounts receivable                            3          22
       Decrease in accounts payable and accrued
         expenses                                               (41)       (161)
       Decrease in other assets                                --            21
                                                            -------     -------

Net cash provided by (used in) operating activities             (83)        197
                                                            -------     -------

Investing Activities:
--------------------
   Principal payments, financing leases                           3         280
   Principal payments, notes receivable                          36         179
   Proceeds from sale of equipment                                1          52
   Proceeds from sale of securities                             172        --
   Distributions from joint ventures                             35          97
                                                            -------     -------

Net cash provided by investing activities                       247         608
                                                            -------     -------

Increase in cash and cash equivalents                           164         805

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

Cash and cash equivalents, end of period                    $   552     $ 3,855
                                                            =======     =======

        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 June 30,  2000,  the  Partnership  has
investments  in notes  receivable,  before  allowance for losses,  of $15,000 of
which all is considered to be impaired. The impaired loans of $15,000 are net of
specific write-downs of $136,000. The Partnership has an allowance for losses of
$0 as of June 30, 2000. The average recorded investment in impaired loans during
the six  months  ended  June 30,  2000 and 1999 was  approximately  $31,000  and
$78,000 respectively.


                                       5
<PAGE>

         The activity in the allowance for losses on notes receivable during the
six months ended June 30, is as follows:

                                                       2000        1999
                                                       ----        ----
                                                    (Amounts In Thousands)
         Beginning balance                             $ --        $162
              Provision for losses                       10          --
              Write downs                               (10)         --
                                                       ----        ----
         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 and 169,587 for the six months
ended June 30,  2000 and 1999,  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:

                                                   June 30,    December 31,
                                                     2000         1999
                                                     ----         ----
                                                  (Amounts in Thousands)

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


                                  Three Months Ended   Six Months Ended
                                       June 30,            June 30,
                                   2000        1999      2000      1999
                                   ----        ----      ----      ----
                                           (Amounts in Thousands)

         Revenue                   $ --        $232      $ 16      $332
         Expenses                    --          39         3        48
         Net Income                  --         193        13       284

         The equipment joint venture was closed during the six months ended June
30, 2000.


                                       6
<PAGE>

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

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

                                  Three Months Ended   Six Months Ended
                                       June 30,            June 30,
                                   2000        1999      2000      1999
                                   ----        ----      ----      ----
                                           (Amounts in Thousands)

         Revenue                   $ --       $   1      $ --      $   2
         Expenses                    --         111        --        162
         Net Income (Loss)           --        (110)       --       (160)

         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 a net loss of $22,000  for the three  months
ended June 30, 2000 and net income of $138,000 for the six months ended June 30,
2000,  as compared to net income of $221,000 and  $349,000  during the three and
six months ended June 30, 1999. 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 $272,000 and $274,000 for the three and six
months ended June 30, 2000, as compared to the same period in 1999. The decrease
in total  revenues for the three and six months ended June 30, 2000 is primarily
due to decreases in rental income, earned income from financing leases, interest
income from notes  receivable  and a decrease in earnings  from joint  ventures.
However,  an increase in gain on sale of securities  of $172,000  during the six
months ended June 30, 2000,  compared to the previous  period,  caused a smaller
decrease in revenues  for the period than there would have been  otherwise.  The
$202,000  and  $307,000  decrease in rental  income for the three and six months
ended June 30, 2000 is  attributable  to a decrease  in the amount of  equipment
owned that is classified as operating  leases. At June 30, 2000, the Partnership
owned equipment with an aggregate original cost of $392,000,  as compared to the
$4.3 million of equipment owned at June 30, 1999.

         Earned  income from  financing  leases  decreased by $2,000 and $23,000
during the three and six months  ended June 30,  2000,  as  compared to the same
period in 1999. The Partnership  had investments in financing  leases with a net
investment of $0 at June 30, 2000, as compared to $6,000 at June 30, 1999.

         Earnings  from joint  ventures  decreased  $15,000  and $20,000 for the
three and six months ended June 30,  2000,  compared to the same period in 1999.
The decrease was due to one joint joint venture closing during the third quarter
of 1999 and another joint venture closing during the first quarter of 2000.

         Interest income from notes receivable  decreased by $22,000 and $40,000
for the three and six months ended June 30, 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
$15,000 at June 30, 2000, compared to $92,000 at June 30, 1999.

         The  Partnership  reported  a gain  on  sale  of  securities  of $0 and
$172,000  for the three and six months  ended June 30,  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 six months ended June 30, 2000.  In addition,  at June 30, 2000,  the
Partnership owns shares of stock and stock warrants in emerging growth companies
that are publicly traded with an unrealized gain of approximately $11,000. These
stock  warrants  contain  certain  restrictions,  but are generally  exercisable
within one year.

                                       8
<PAGE>


         Total  expenses  of the  Partnership  decreased  by $29,000 and $63,000
during the three and six months ended June 30, 2000, compared to the same period
in 1999. Most expense items  decreased.  Management  fees decreased  $13,000 and
$22,000,  acquisition fees decreased $5,000 and $20,000, reimbursed costs to the
general partner  decreased $4,000 and $9,000 and depreciation  expense decreased
by  $2,000  and  $5,000  for the  three  and six  months  ended  June 30,  2000,
respectively,  as  compared  to the same  period in 1999.  These  decreases  are
attributable  to the  decline in the  amount of  equipment  owned as  previously
discussed,  as well as, the equipment  portfolio  having been fully  depreciated
during the year ended December 31, 1999.

Liquidity and Capital Resources

         The Partnership's  asset portfolio  continues to decline as a result of
the ongoing  liquidation of assets, and therefore,  it is expected that the cash
generated  from  operations  will  also  decline.  The  remaining  assets of the
Partnership  consist primarily of a note receivable and two leases.  The General
Partner is continuing its efforts in marketing these assets for sale.

         The  Partnership  reported  net  cash  used by  equipment  leasing  and
financing  activities  during the six months ended June 30, 2000 of $44,000,  as
compared to net cash  generated of $656,000  during the same period in 1999. The
decline in net cash generated from leasing and financing  activities for the six
months ended June 30, 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 $97,000 for the six months ended June 30, 2000 and 1999,  respectively.  The
decrease  in  distributions  from joint  ventures is  attributable  to one joint
venture  closing  during the third  quarter of 1999 and  another  joint  venture
closing during the first quarter of 2000.

         As of June 30, 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 $2,894,000 and a net book value of $79,000
at June 30,  1999.  The General  Partner is actively  engaged,  on behalf of the
Partnership, in selling the Partnership's off lease equipment.

         The cash  distributed  to partners  was $0 during the six months  ended
June 30,  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 six months  ended June 30, 2000 and
1999. The cumulative cash  distributions to limited partners at June 30, 2000 is
$43,274,000,  as compared to $37,828,000  at June 30, 1999. The General  Partner
received cash distributions of $0 for its share of the cash distribution for the
six months ended June 30, 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.


                                       9
<PAGE>

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.

         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 July 31, 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.

                                  June 30, 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.  Defendants  recently
answered the complaint.  Plaintiffs  have served four requests for production on
July 25,  2000.  The  plaintiffs  depositions  have been  taken  and  plaintiffs
recently took depositions of defendants.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the  offering  of Cash  Distribution  Fund V.  Defendants  have
answered the complaint and discovery has commenced.  A class has been certified.
Plaintiffs  have served three requests for production;  defendants  responded to
the third request for production on July 25, 2000. The plaintiffs deposition has
been taken and plaintiffs recently took depositions of defendants.

         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
    ----                     -----                              ---------


August 11, 2000    Senior Vice President                  /S/ GARY W. MARTINEZ
---------------    and a Director of                      ----------------------
                   Phoenix Leasing Associates, Inc.       (Gary W. Martinez)



August 11, 2000    Vice President, Finance,               /S/ ANDREW N. GREGSON
---------------    Treasurer and a Director of            ----------------------
                   Phoenix Leasing Associates, Inc.       (Andrew N. Gregson)


                                       12