Page 1 of 12

                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 September 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 _____

170,052 Units of Limited  Partnership  Interest were outstanding as of September
30, 1997.

Transitional small business disclosure format:

                               Yes _____ No __X__


<PAGE>


                                                                    Page 2 of 12


                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                            PHOENIX INCOME FUND, L.P.
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                     September 30,  December 31,
                                                          1997          1996
                                                        --------      --------
ASSETS

Cash and cash equivalents                               $  3,133      $  3,323

Accounts receivable (net of allowance for losses
   on accounts receivable of $135 and $125 at
   September 30, 1997 and December 31, 1996,
   respectively)                                             159           125

Notes receivable (net of allowance for losses
   on notes receivable of $216 at September 30,
   1997 and December 31, 1996)                               963         1,042

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $9,952 and
   $12,008 at September 30, 1997 and December 31, 1996,
   respectively)                                             281           378

Net investment in financing leases (net of allowance
   for early terminations of $73 and $68 at September
   30, 1997 and December 31, 1996, respectively)           2,376         5,039

Investment in joint ventures                                 374         1,047

Capitalized acquisition fees (net of accumulated
   amortization of $3,474 and $3,346 at September
   30, 1997 and December 31, 1996, respectively)             148           261

Other assets                                                 113           123
                                                        --------      --------

     Total Assets                                       $  7,547      $ 11,338
                                                        ========      ========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities
   Accounts payable and accrued expenses                $    586      $    684
                                                        --------      --------

     Total Liabilities                                       586           684
                                                        --------      --------

Partners' Capital (Deficit)
   General Partner                                          --              (1)

   Limited Partners, 300,000 units authorized,
     175,285 units issued and 170,052 and 170,316
     units outstanding at September 30, 1997 and
     December 31, 1996, respectively                       6,896        10,618

   Unrealized gains on available-for-sale securities          65            37
                                                        --------      --------

     Total Partners' Capital (Deficit)                     6,961        10,654
                                                        --------      --------

     Total Liabilities and Partners' Capital (Deficit)  $  7,547      $ 11,338
                                                        ========      ========

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 3 of 12

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


                                         Three Months Ended  Nine Months Ended
                                            September 30,       September 30,
                                           1997      1996      1997      1996
                                         -------   -------   -------   -------
INCOME

   Rental income                         $   336   $   463   $ 1,278   $ 1,699
   Earned income, financing leases            95       222       401       760
   Gain (loss) on sale of equipment           56        10       238       (61)
   Equity in earnings from joint
    ventures, net                             40       100       142       229
   Gain on sale of securities               --        --        --         128
   Interest income, notes receivable          53        58       186       190
   Other income                               40        40       130       124
                                         -------   -------   -------   -------

     Total Income                            620       893     2,375     3,069
                                         -------   -------   -------   -------

EXPENSES

   Depreciation                              105       187       342       868
   Amortization of acquisition fees           35        54       128       201
   Lease related operating expenses            9        23        90       101
   Management fees to General Partner         45        67       172       226
   Reimbursed administrative costs to
    General Partner                           32        66       154       205
   Provision for losses on receivables        44        55        68       107
   General and administrative expenses        29        34       103        98
                                         -------   -------   -------   -------

     Total Expenses                          299       486     1,057     1,806
                                         -------   -------   -------   -------

NET INCOME                               $   321   $   407   $ 1,318   $ 1,263
                                         =======   =======   =======   =======


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                      $  1.39   $  1.87   $  6.26   $  5.87
                                         =======   =======   =======   =======

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                      $  9.35   $  9.33   $ 28.05   $ 27.77
                                         =======   =======   =======   =======

ALLOCATION OF NET INCOME:
     General Partner                     $    84   $    87   $   252   $   260
     Limited Partners                        237       320     1,066     1,003
                                         -------   -------   -------   -------

                                         $   321   $   407   $ 1,318   $ 1,263
                                         =======   =======   =======   =======

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 4 of 12


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

                                                           Nine Months Ended
                                                             September 30,
                                                             1997      1996
                                                           -------   -------
Operating Activities:
   Net income                                              $ 1,318   $ 1,263
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                            342       868
       Amortization of acquisition fees                        128       201
       Loss (gain) on sale of equipment                       (238)       61
       Equity in earnings from joint ventures, net            (142)     (229)
       Gain on sale of securities                             --        (128)
       Provision for early termination, financing leases        34        92
       Provision for losses on accounts receivable              34        29
       Recovery of losses on notes receivable                 --         (14)
       Decrease (increase) in accounts receivable              (68)       38
       Decrease in accounts payable and accrued expenses      (113)     (139)
       Decrease in other assets                                 39        64
                                                           -------   -------

Net cash provided by operating activities                    1,334     2,106
                                                           -------   -------

Investing Activities:
   Principal payments, financing leases                      2,341     3,040
   Principal payments, notes receivable                        379       452
   Proceeds from sale of equipment                             351       199
   Distributions from joint ventures                           815       179
   Proceeds from sale of securities                           --         128
   Investment in financing leases                              (70)     (128)
   Purchase of equipment                                      --         (24)
   Investment in notes receivable                             (300)     --
   Investment in joint ventures                               --         (35)
   Payment of acquisition fees                                --         (70)
                                                           -------   -------

Net cash provided by investing activities                    3,516     3,741
                                                           -------   -------

Financing Activities:
   Redemptions of capital                                      (13)      (40)
   Distributions to partners                                (5,027)   (4,994)
                                                           -------   -------

Net cash used by financing activities                       (5,040)   (5,034)
                                                           -------   -------

Increase (decrease) in cash and cash equivalents              (190)      813
Cash and cash equivalents, beginning of period               3,323     2,364
                                                           -------   -------

Cash and cash equivalents, end of period                   $ 3,133   $ 3,177
                                                           =======   =======

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 5 of 12

                            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.

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  September  30,  1997,  the  recorded
investment in notes that are considered to be impaired was $190,000. Included in
this amount is $67,000 of impaired  notes for which the  related  allowance  for
losses is $32,000  and  $123,000  for which there is no  allowance.  The average
recorded investment in impaired loans during the nine months ended September 30,
1997 and 1996 was approximately $86,000 and $156,000, respectively.

         On February 14, 1996, the Partnership  foreclosed upon a non-performing
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
nine months ended September 30, is as follows:


<PAGE>


                                                                    Page 6 of 12


                                              1997           1996
                                             ------         -----
                                            (Amounts In Thousands)
         Beginning balance                   $ 216          $ 230
             Recovery of  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  nine  months  ended
September 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 170,213 and 170,848 for the nine months
ended September 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:

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

        Assets                                $ 1,203     $ 4,002
        Liabilities                               355         382
        Partners' Capital                         848       3,620

                                    Three Months Ended    Nine Months Ended
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)

        Revenue                      $   320  $   616     $   903  $ 1,655
        Expenses                         173      219         355      779
        Net Income                       147      397         548      876



<PAGE>


                                                                    Page 7 of 12


Financing Joint Ventures

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

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

        Assets                                $   872     $ 1,023
        Liabilities                               145         130
        Partners' Capital                         727         893

                                    Three Months Ended    Nine Months Ended
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)

        Revenue                      $    30  $    40     $    99  $   124
        Expenses                           3        2          21        4
        Net Income                        27       38          78      120

Foreclosed Cable Systems Joint Venture

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

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

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

                                    Three Months Ended    Nine Months Ended
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)

        Revenue                      $   165  $   908     $   125  $ 1,873
        Expenses                           7      777          11    1,712
        Net Income                       158      131         114      161


<PAGE>


                                                                    Page 8 of 12


                            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 $321,000 and $1,318,000  during
the three and nine months ended September 30, 1997, respectively, as compared to
net  income of  $407,000  and  $1,263,000  during  the  three  and nine  months,
respectively,  ended  September 30, 1996. The decline in net income  experienced
during the three months ended September 30, 1997, compared to the same period in
1996,  is  attributable  to a decline in earned  income from  financing  leases.
Whereas,  the  increase in net income for the nine months  ended  September  30,
1997, compared to the same period in 1996, is a result of an increase in gain on
sale of equipment.

         Total revenues  decreased by $273,000 and $694,000 during the three and
nine months  ended  September  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 and earned income from financing leases. The
$127,000  and $421,000  decrease in rental  income for the three and nine months
ended  September 30, 1997,  respectively,  is  attributable to a decrease in the
amount of equipment owned that is classified as operating  leases.  At September
30, 1997, the  Partnership  owned  equipment with an aggregate  original cost of
$21.5 million,  as compared to the $33.2 million of equipment owned at September
30, 1996.

         Earned income from financing  leases decreased by $127,000 and $359,000
during the three and nine months  ended  September  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 September 30, 1996. The Partnership
owned  financing  leases with a net  investment of $2.4 million at September 30,
1997, as compared to $5.6 million at September 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 nine
months ended September 30, 1996 of $128,000 which  contributed to increasing net
income  for that  period.  No such  gain  exists  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 $65,000 at September
30, 1997 compared to $41,000 at September 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 nine months ended  September 30,
1997 is an increase in gain on sale of  equipment.  The  Partnership  reported a
gain on sale of  equipment of $56,000 and $238,000 for the three and nine months
ended September 30, 1997, respectively,  compared to a gain on sale of equipment
of  $10,000  and loss on sale of  equipment  of  $61,000  for the three and nine
months ended September 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 $9.2 million for
the nine months ended  September  30, 1997 compared to $5.3 million for the same
period in 1996.


<PAGE>


                                                                    Page 9 of 12

         Total  expenses of the  Partnership  decreased by $187,000 and $749,000
during  the  three and nine  months  ended  September  30,  1997,  respectively,
compared  to the same  periods in 1996.  Depreciation  expense  experienced  the
largest  decrease  during the three and nine months ended September 30, 1997, as
compared to the same periods in 1996.  Depreciation expense decreased by $82,000
and  $526,000  for  the  three  and  nine  months  ended   September  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  nine  months  ended  September  30,  1997 of
$4,054,000,  as  compared  to  $5,598,000  during the same  period in 1996.  The
decline in net cash generated from leasing and financing activities for the nine
months ended  September 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 $815,000
and  $179,000  for  the  nine  months  ended   September   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  distributed  to the  Partnership  and  the  other
venturers.

         The  Partnership  continues to reinvest a portion of the revenues  from
the assets  owned in new leasing  and  financing  transactions.  During the nine
months ended September 30, 1997, the Partnership  invested  $70,000 in equipment
leases and $300,000 in investments in notes receivable,  compared to $128,000 in
equipment  leases  and $0 in  investments  in notes  receivable  during the same
period in the previous year.

         As of September 30, 1997, the  Partnership  owned  equipment being held
for lease with an original cost of  $3,724,000  and a net book value of $42,000,
as compared to  equipment  with an original  cost of  $5,713,000  and a net book
value of  $354,000  at  September  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 $5,027,000 and $4,994,000  during
the nine months ended September 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  $4,775,000  and  $4,744,000  in  cash
distributions   for  the  nine  months  ended   September  30,  1997  and  1996,
respectively. The cumulative cash distributions to limited partners at September
30, 1997 is  $34,091,000,  as compared to $27,704,000 at September 30, 1996. The



<PAGE>


                                                                   Page 10 of 12

General  Partner  received cash  distributions  of $252,000 and $250,000 for its
share of the cash  distribution for the nine months ended September 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 and to provide cash distributions to the Partners.


<PAGE>


                                                                   Page 11 of 12

                            PHOENIX INCOME FUND, L.P.

                               September 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: None


<PAGE>


                                                                   Page 12 of 12

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


 November 12, 1997    Senior Vice President              /S/ GARY W. MARTINEZ
-------------------   and a Director of                  -----------------------
                      Phoenix Leasing Associates, Inc.   (Gary W. Martinez)


 November 12, 1997    Chief Financial Officer,           /S/ PARITOSH K. CHOKSI
-------------------   Senior Vice President,             -----------------------
                      Treasurer and a Director of        (Paritosh K. Choksi)
                      Phoenix Leasing Associates, Inc.


 November 12, 1997    Senior Vice President,             /S/ BRYANT J. TONG
-------------------   Financial Operations of            -----------------------
                      Phoenix Leasing Associates, Inc.   (Bryant J. Tong)