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 June 30, 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 ___

170,140 Units of Limited  Partnership  Interest were  outstanding as of June 30,
1997.

Transitional small business disclosure format:

                               Yes ___   No _X_





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                                                                    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)
                                                         June 30,   December 31,
                                                           1997         1996
                                                           ----         ----
ASSETS

Cash and cash equivalents                                 $3,737      $  3,323

Accounts receivable (net of allowance for losses
   on accounts receivable of $119 and $125 at
   June 30, 1997 and December 31, 1996, respectively)        126           125

Notes receivable (net of allowance for losses on
   notes receivable of $216 at June 30, 1997 and
   December 31, 1996)                                        833         1,042

Equipment on operating leases and held for lease (net
   of accumulated depreciation of $10,223 and $12,008
   at June 30, 1997 and December 31, 1996, respectively)     131           378

Netinvestment in financing leases (net of allowance
   for early terminations of $92 and $68 at June 30,
   1997 and December 31, 1996, respectively)               3,156         5,039

Investment in joint ventures                                 576         1,047

Capitalized acquisition fees (net of accumulated
   amortization  of $3,439 and $3,346 at June 30,
   1997 and December 31, 1996, respectively)                 168           261

Other assets                                                 112           123
                                                          ------      --------

     Total Assets                                         $8,839      $ 11,338
                                                          ======      ========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
   Accounts payable and accrued expenses                  $  520      $    684
                                                          ------      --------

     Total Liabilities                                       520           684
                                                          ------      --------

Partners' Capital
   General Partner                                          --              (1)

   Limited Partners, 300,000 units authorized,
     175,285 units issued and 170,140 and 170,316
     units outstanding at June 30, 1997 and
     December 31, 1996, respectively                       8,252        10,618

   Unrealized gains on available-for-sale securities          67            37
                                                          ------      --------

     Total Partners' Capital                               8,319        10,654
                                                          ------      --------

     Total Liabilities and Partners' Capital              $8,839      $ 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    Six Months Ended
                                               June 30,            June 30,
                                           1997      1996       1997      1996
                                           ----      ----       ----      ----
INCOME

   Rental income                         $   494   $   510    $   942   $ 1,235
   Earned income, financing leases           140       247        306       538
   Gain (loss) on sale of equipment          149       (57)       182       (71)
   Gain on sale of securities               --         107       --         128
   Equity in earnings from joint
     ventures, net                            36        44        102       129
   Interest income, notes receivable          49        63        134       132
   Other income                               51        53         89        85
                                         -------   -------    -------   -------

     Total Income                            919       967      1,755     2,176
                                         -------   -------    -------   -------

EXPENSES

   Depreciation                               72       250        237       681
   Amortization of acquisition fees           41        71         93       147
   Lease related operating expenses           11        25         81        78
   Management fees to General Partner         62        75        127       159
   Reimbursed administrative costs to
     General Partner                          57        65        123       139
   Provision for losses on receivables        24        31         24        52
   General and administrative expenses        38        32         73        64
                                         -------   -------    -------   -------

     Total Expenses                          305       549        758     1,320
                                         -------   -------    -------   -------

NET INCOME                               $   614   $   418    $   997   $   856
                                         =======   =======    =======   =======


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                      $  3.12   $  1.94    $  4.87   $  4.00
                                         =======   =======    =======   =======

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                      $  9.25   $  9.24    $ 18.70   $ 18.44
                                         =======   =======    =======   =======

ALLOCATION OF NET INCOME:
     General Partner                     $    83   $    86    $   168   $   173
     Limited Partners                        531       332        829       683
                                         -------   -------    -------   -------

                                         $   614   $   418    $   997   $   856
                                         =======   =======    =======   =======




        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)

                                                            Six Months Ended
                                                                June 30,
                                                             1997       1996
                                                             ----       ----
Operating Activities:
   Net income                                              $   997    $   856
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                            237        681
       Amortization of acquisition fees                         93        147
       Loss (gain) on sale of equipment                       (182)        71
       Equity in earnings from joint ventures, net            (102)      (129)
       Gain on sale of securities                             --         (128)
       Provision for early termination, financing leases        24         66
       Recovery of losses on notes receivable                 --          (14)
       Decrease (increase) in accounts receivable               (1)        78
       Decrease in accounts payable and accrued expenses      (164)      (156)
       Decrease in other assets                                 41         64
                                                           -------    -------

Net cash provided by operating activities                      943      1,536
                                                           -------    -------

Investing Activities:
   Principal payments, financing leases                      1,774      2,043
   Principal payments, notes receivable                        209        293
   Proceeds from sale of equipment                             277        173
   Distributions from joint ventures                           573        100
   Proceeds from sale of securities                           --          128
   Investment in financing leases                             --         (119)
   Payment of acquisition fees                                --          (68)
                                                           -------    -------

Net cash provided by investing activities                    2,833      2,550
                                                           -------    -------

Financing Activities:
   Redemptions of capital                                      (10)       (35)
   Distributions to partners                                (3,352)    (3,319)
                                                           -------    -------

Net cash used by financing activities                       (3,362)    (3,354)
                                                           -------    -------

Increase in cash and cash equivalents                          414        732

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

Cash and cash equivalents, end of period                   $ 3,737    $ 3,096
                                                           =======    =======







        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 six months  ended June 30,
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 June 30, 1997 and 1996,  the  recorded
investment in notes that are considered to be impaired was $67,000 and $157,000,
respectively,  for which there was no related allowance for losses.  The average
recorded  investment in impaired loans during the six months ended June 30, 1997
and 1996 was approximately $33,000 and $158,000, 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
six months ended June 30, 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 six months ended June 30,
1997 and  1996,  are $0 and  $83,000  respectively,  ($0 and  $.49  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 170,277 and 170,969 for the six months
ended June 30,  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:

                                               June 30,  December 31,
                                                 1997       1996
                                                 ----       ----
                                             (Amounts in Thousands)

    Assets                                       $2,024    $4,002
    Liabilities                                     352       382
    Partners' Capital                             1,672     3,620

                                      Three Months Ended   Six Months Ended
                                           June 30,            June 30,
                                       1997      1996      1997        1996
                                       ----      ----      ----        ----
                                             (Amounts in Thousands)

    Revenue                            $237      $491      $582      $1,039
    Expenses                             97       343       181         561
    Net Income                          140       148       401         478




<PAGE>


                                                                    Page 7 of 11

Financing Joint Ventures

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

                                               June 30,   December 31,
                                                 1997        1996
                                                 ----        ----
                                              (Amounts in Thousands)

    Assets                                       $927      $1,023
    Liabilities                                   142         130
    Partners' Capital                             785         893

                                     Three Months Ended  Six Months Ended
                                           June 30,          June 30,
                                       1997     1996      1997      1996
                                       ----     ----      ----      ----
                                              (Amounts in Thousands)

                  Revenue              $33       $42       $68       $85
                  Expenses               3         2        17         2
                  Net Income            30        40        51        83

    Foreclosed Cable Systems Joint Venture

              The  aggregate  financial  information  of  the  foreclosed  cable
systems joint venture is presented below:

                                              June 30,  December 31,
                                                1997       1996
                                                ----       ----
                                             (Amounts in Thousands)

    Assets                                       $46       $115
    Liabilities                                   --         25
    Partners' Capital                             46         90

                                     Three Months Ended   Six Months Ended
                                           June 30,            June 30,
                                       1997      1996       1997     1996
                                       ----      ----       ----     ----
                                             (Amounts in Thousands)

    Revenue                            $(2)      $661      $(40)     $965
    Expenses                             4        611         4       935
    Net Income (Loss)                   (6)        50       (44)       30





<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 $614,000 and $997,000 during the
three and six months  ended June 30,  1997,  respectively,  as  compared  to net
income of $418,000 and $856,000  during the three and six months,  respectively,
ended June 30,  1996.  The  Partnership  reported  an overall  decrease in total
revenues and expenses.  However,  the decrease in expenses exceeded the decrease
in revenues, generating an increase in net income for the period.

         Total revenues  decreased by $48,000 and $421,000  during the three and
six months ended June 30, 1997, respectively, as compared to the same periods in
1996.  The  decrease in total  revenues is due  primarily to decreases in rental
income from operating  leases,  earned income from financing  leases and gain on
sale of securities.  The $16,000 and $293,000  decrease in rental income for the
three and six months ended June 30, 1997,  respectively,  is  attributable  to a
decrease  in the amount of  equipment  owned  that is  classified  as  operating
leases.  At June 30, 1997,  the  Partnership  owned  equipment with an aggregate
original  cost of $24  million,  as compared to the $34.3  million of  equipment
owned at June 30, 1996.

         Earned income from financing  leases decreased by $107,000 and $232,000
during the three and six months ended June 30, 1997,  respectively,  as compared
to the same  periods in 1996.  This is  attributable  to the decrease in the net
investment  in  financing  leases  since June 30, 1996.  The  Partnership  owned
financing  leases with a net  investment  of $3.2 million at June 30,  1997,  as
compared to $6.7  million at June 30,  1996.  The net  investment  in  financing
leases will continue to decline over the lease term as payments are received.

         The Partnership  reported a gain on sale of securities during the three
and six months ended June 30, 1996 of $107,000 and $128,000,  respectively. Such
a gain does not exist during 1997. The gain from  securities  recognized in 1996
was due to the exercise and sale of stock warrants held by the Partnership.  The
Partnership  has been  granted  stock  warrants  as part of its lease or finance
agreements with emerging growth  companies.  In addition,  the Partnership  owns
shares  of stock  and stock  warrants  in  emerging  growth  companies  that are
publicly  traded with  unrealized  gains of $67,000 at June 30, 1997 compared to
$43,000 at June 30, 1996.  These  investments  in stock and stock warrants carry
certain restrictions, but generally can be exercised within one year.

         Partially offsetting the factors discussed previously which contributed
to decreasing total revenues for the three and six months ended June 30, 1997 is
an increase in gain on sale of  equipment.  The  Partnership  reported a gain on
sale of  equipment  of $149,000  and $182,000 for the three and six months ended
June 30, 1997, respectively,  compared to a loss on sale of equipment of $57,000
and $71,000 for the three and six months ended June 30, 1996, respectively.  The
gain on sale of equipment,  as well as the increase in sales proceeds  received,
during 1997 is a result of an increase  in sales  activity of the  Partnership's
equipment  portfolio.  The Partnership sold equipment with an aggregate original
cost of $6.7  million for the six months  ended June 30,  1997  compared to $4.1
million for the same period in 1996.

         Total  expenses of the  Partnership  decreased by $244,000 and $562,000
during the three and six months ended June 30, 1997,  respectively,  compared to
the same periods in 1996.  Depreciation expense experienced the largest decrease
during the three and six months  ended June 30,  1997,  as  compared to the same
periods in 1996. Depreciation expense decreased by $178,000 and $444,000 for the



<PAGE>


                                                                    Page 9 of 11

three and six months  ended June 30,  1997,  respectively,  compared to the same
periods in the prior year, 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 six months ended June 30, 1997 of $2,926,000, as
compared to $3,872,000  during the same period in 1996.  The decline in net cash
generated  from leasing and financing  activities  for the six months ended June
30, 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.

         The Partnership received  distributions from joint ventures of $573,000
and $100,000 for the six months ended June 30, 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 June 30, 1997, the  Partnership  owned  equipment  being held for
lease with an original  cost of $3,715,000  and a net book value of $70,000,  as
compared to equipment  with an original cost of $3,767,000  and a net book value
of $257,000 at June 30, 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 $3,352,000 and $3,319,000  during
the six months ended June 30, 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  $3,184,000  and  $3,153,000  in  cash
distributions for the six months ended June 30, 1997 and 1996, respectively. The
cumulative  cash   distributions  to  limited  partners  at  June  30,  1997  is
$32,500,000,  as compared to $26,112,000  at June 30, 1996. The General  Partner
received cash  distributions  of $168,000 and $166,000 for its share of the cash
distribution for the six months ended June 30, 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.




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                                                                   Page 10 of 11

                            PHOENIX INCOME FUND, L.P.

                                  June 30, 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:

                      (27)   Financial Data Schedule

              b)      Reports on 8-K:

                      One  report,  dated June 16,  1997,  on Form 8-K was filed
during the quarter ending June 30,  1997, pursuant to  Item 4 and Item 7 of that
form.  No financial statements were filed as part of that report.



<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
     ----                          -----                       ---------


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


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


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


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