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, 1999

                                       OR

        TRANSITION REPORT  PURSUANT TO  SECTION  13  OR 15(d) OF  THE SECURITIES
-----   EXCHANGE ACT OF 1934

        For the transition period from ______________ to ______________.

                         Commission file number 0-19063
                                                -------

                           PHOENIX INCOME FUND, L.P.
--------------------------------------------------------------------------------
                                   Registrant


           California                                     68-0204588
----------------------------------            ----------------------------------
      State of Jurisdiction                   I.R.S. Employer Identification No.


2401 Kerner Boulevard, San Rafael, California                     94901-5527
--------------------------------------------------------------------------------
    Address of Principal Executive Offices                         Zip Code

       Registrant's telephone number, including area code: (415) 485-4500
                                                           --------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
preceding requirements for the past 90 days.

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

169,587 Units of Limited  Partnership  Interest were  outstanding as of June 30,
1999.

Transitional small business disclosure format:

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

                                  Page 1 of 12
<PAGE>

                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                            PHOENIX INCOME FUND, L.P.
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                          June 30,  December 31,
                                                            1999        1998
                                                            ----        ----
ASSETS
Cash and cash equivalents                                  $3,855      $3,050

Accounts receivable (net of allowance for losses on
   accounts receivable of $106 and $109 at June 30, 1999
   and December 31, 1998, respectively)                         1          23

Notes receivable (net of allowance for losses on notes
   receivable of  $162 at June 30, 1999 and
   December 31, 1998)                                          92         271

Equipment on operating leases and held for lease (net of
   accumulated depreciation of $2,940 and $3,309 at
   June 30, 1999 and December 31, 1998, respectively)          82          38

Netinvestment in financing leases (net of allowance for
   early terminations  of $76 and $89 at June 30, 1999
   and December 31, 1998, respectively)                         6         351

Investment in joint ventures                                   41         115

Capitalized acquisition fees (net of accumulated
   amortization of $3,615 and $3,596 at June 30, 1999
   and December 31, 1998, respectively)                         6          26

Other assets                                                   10          39
                                                           ------      ------

     Total Assets                                          $4,093      $3,913
                                                           ======      ======

LIABILITIES AND PARTNERS' CAPITAL
Liabilities
   Accounts payable and accrued expenses                   $   52      $  213
                                                           ------      ------

     Total Liabilities                                         52         213
                                                           ------      ------

Partners' Capital
   General Partner                                           --          --

   Limited Partners, 300,000 units authorized, 175,285
     units issued and 169,587 and 169,604 units
     outstanding at June 30, 1999 and December 31, 1998,
     respectively                                           4,034       3,685

   Accumulated other comprehensive income                       7          15
                                                           ------      ------

     Total Partners' Capital                                4,041       3,700
                                                           ------      ------


     Total Liabilities and Partners' Capital               $4,093      $3,913
                                                           ======      ======

        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>

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

                                          Three Months Ended   Six Months Ended
                                               June 30,            June 30,
                                            1999      1998      1999      1998
                                            ----      ----      ----      ----
INCOME
   Rental income                          $   202   $   308   $   326   $   651
   Earned income, financing leases              2        52        23       119
   Equity in earnings from joint
     ventures, net                             15        83        23       124
   Interest income, notes receivable           22        31        40        63
   Other income                                46        35        87        63
                                          -------   -------   -------   -------
     Total Income                             287       509       499     1,020
                                          -------   -------   -------   -------

EXPENSES
   Depreciation                                 2        73         5       141
   Amortization of acquisition fees             6        22        20        45
   Lease related operating expenses             1        17        13        33
   Management fees to General Partner          13        30        30        62
   Reimbursed administrative costs to
     General Partner                           15        24        32        53
   Provision for (recovery of) losses on
     receivables                               (1)        4        (1)       10
   General and administrative expenses         30        32        51        62
                                          -------   -------   -------   -------
     Total Expenses                            66       202       150       406
                                          -------   -------   -------   -------

NET INCOME                                    221       307       349       614

Other comprehensive income:
   Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
       arising during period                    1        16        (8)        8
     Less:  reclassification adjustment
            for gains included in net
            income                           --          (4)     --          (4)
                                          -------   -------   -------   -------
Other comprehensive income                      1        12        (8)        4
                                          -------   -------   -------   -------

COMPREHENSIVE INCOME                      $   222   $   319   $   341   $   618
                                          =======   =======   =======   =======


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                       $  1.30   $  1.65   $  2.06   $  2.96
                                          =======   =======   =======   =======

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                       $  --     $  3.09   $  --     $ 12.55
                                          =======   =======   =======   =======

ALLOCATION OF NET INCOME:
     General Partner                      $  --          28      --         112
     Limited Partners                         221       279       349       502
                                          -------   -------   -------   -------

                                          $   221   $   307   $   349   $   614
                                          =======   =======   =======   =======

        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,
                                                                1999      1998
                                                                ----      ----
Operating Activities:
--------------------
   Net income                                                 $   349   $   614

   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                                 5       141
       Amortization of acquisition fees                            20        45
       Gain on sale of equipment                                  (35)      (48)
       Equity in earnings from joint ventures, net                (23)     (124)
       Gain on sale of securities                                --          (4)
       Recovery of losses in accounts receivable                 --          (9)
       Provision for (recovery of) early termination,
         financing leases                                          (1)       19
       Decrease in accounts receivable                             22       212
       Decrease in accounts payable and accrued expenses         (161)      (85)
       Decrease (increase) in other assets                         21        (1)
                                                              -------   -------

Net cash provided by operating activities                         197       760
                                                              -------   -------

Investing Activities:
--------------------
   Principal payments, financing leases                           280       679
   Principal payments, notes receivable                           179       287
   Proceeds from sale of equipment                                 52        48
   Distributions from joint ventures                               97       233
   Proceeds from sale of securities                              --           4
                                                              -------   -------

Net cash provided by investing activities                         608     1,251
                                                              -------   -------

Financing Activities:
--------------------
   Redemptions of capital                                        --          (3)
   Distributions to partners                                     --      (2,242)
                                                              -------   -------

Net cash used in financing activities                            --      (2,245)
                                                              -------   -------

Increase (decrease) in cash and cash equivalents                  805      (234)

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

Cash and cash equivalents, end of period                      $ 3,855   $ 2,459
                                                              =======   =======

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                            PHOENIX INCOME FUND, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  General.
         -------

         The accompanying  unaudited  condensed  financial  statements have been
prepared by the  Partnership in accordance  with generally  accepted  accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of Management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Although management believes that the disclosures are adequate to make
the information  presented not misleading,  it is suggested that these condensed
financial  statements be read in conjunction  with the financial  statements and
the notes included in the Partnership's  Financial Statement,  as filed with the
SEC in the latest annual report on Form 10-K.

         The Partnership  Agreement  stipulates the methods by which income will
be allocated to the General Partner and the limited  partners.  Such allocations
will be made using income or loss calculated under Generally Accepted Accounting
Principles  for book purposes,  which varies from income or loss  calculated for
tax purposes.

         The  calculation  of items of income and loss for book and tax purposes
may result in book basis  capital  accounts that vary from the tax basis capital
accounts. The requirement to restore any deficit capital balances by the General
Partner  will  be  determined  based  on the  tax  basis  capital  accounts.  At
liquidation  of the  Partnership,  the General  Partner's  remaining  book basis
capital  account  will be reduced to zero  through the  allocation  of income or
loss.

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

         Reclassification  - Certain  1998  amounts  have been  reclassified  to
conform to the 1999 presentation.

Note 3.  Income Taxes.
         ------------

         Federal  and state  income tax  regulations  provide  that taxes on the
income  or loss of the  Partnership  are  reportable  by the  partners  in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the financial statements of the Partnership.

Note 4.  Notes Receivable.
         ----------------

         Impaired  Notes  Receivable.  At June 30,  1999,  the  Partnership  has
investments in notes  receivable,  before  allowance for losses,  of $254,000 of
which $68,000 is considered to be impaired. The Partnership has an allowance for
losses of  $162,000 as of June 30,  1999.  The average  recorded  investment  in
impaired  loans  during  the six  months  ended  June  30,  1999  and  1998  was
approximately $78,000 and $108,000 respectively.


                                       5
<PAGE>

         The activity in the allowance for losses on notes receivable during the
six months ended June 30, is as follows:
                                                       1999         1998
                                                       ----         ----
                                                     (Amounts In Thousands)
         Beginning balance                             $162         $162
              Provision for losses                      -            -
              Write downs                               -            -
                                                       ----         ----
         Ending balance                                $162         $162
                                                       ====         ====

Note 5.  Net Income (Loss) and Distributions Per Limited Partnership Unit.
         ----------------------------------------------------------------

         Net income and distributions per limited partnership unit were based on
the limited  partners' share of net income and  distributions,  and the weighted
average  number of units  outstanding  of 169,587 and 169,752 for the six months
ended June 30,  1999 and 1998,  respectively.  For  purposes of  allocating  net
income (loss) to each individual limited partner, the Partnership  allocates net
income  (loss)  based  upon  each  respective   limited  partner's  net  capital
contributions.

Note 6.  Investment in Joint Ventures.
         ----------------------------

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

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

                                                June 30,   December 31,
                                                  1999         1998
                                                  ----         ----
                                               (Amounts in Thousands)

          Assets                                  $235         $184
          Liabilities                              106          117
          Partners' Capital                        129           67


                                      Three Months Ended      Six Months Ended
                                           June 30,               June 30,
                                        1999      1998         1999      1998
                                        ----      ----         ----      ----
                                               (Amounts in Thousands)

          Revenue                       $232      $374         $332      $556
          Expenses                        39        27           48        47
          Net Income                     193       347          284       509


                                       6
<PAGE>

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

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

                                                June 30,   December 31,
                                                  1999         1998
                                                  ----         ----
                                               (Amounts in Thousands)

           Assets                                 $ 72         $550
           Liabilities                               4          151
           Partners' Capital                        68          399

                                      Three Months Ended      Six Months Ended
                                           June 30,               June 30,
                                        1999      1998         1999      1998
                                        ----      ----         ----      ----
                                               (Amounts in Thousands)

           Revenue                      $  1      $ 22         $  2      $ 48
           Expenses                      111         4          162         8
           Net Income (Loss)            (110)       18         (160)       40


                                       7
<PAGE>

                            PHOENIX INCOME FUND, L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations.
         -------------

Results of Operations

         The Partnership reported net income of $221,000 and $349,000 during the
three and six months ended June 30, 1999,  as compared to net income of $307,000
and  $614,000  during  the  three  and six  months  ended  June  30,  1998.  The
Partnership  reported  an  overall  decrease  in total  revenues  and  expenses.
However,   the  decreases  in  revenues  exceeded  the  decreases  in  expenses,
generating a decrease in net income for the period.

         Total revenues decreased by $222,000 and $521,000 for the three and six
months ended June 30, 1999, as compared to the same period in 1998. The decrease
in total  revenues for the three and six months ended June 30, 1999 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. The
$106,000  and  $325,000  decrease in rental  income for the three and six months
ended June 30, 1999 is  attributable  to a decrease  in the amount of  equipment
owned that is classified as operating  leases. At June 30, 1999, the Partnership
owned equipment with an aggregate original cost of $4.3 million,  as compared to
the $12.5 million of equipment owned at June 30, 1998.

         Earned income from  financing  leases  decreased by $50,000 and $96,000
during the three and six months  ended June 30,  1999,  as  compared to the same
period in 1998.  This decrease is attributable to the decrease in net investment
in financing  leases since June 30, 1998.  The  Partnership  had  investments in
financing  leases with a net  investment of $6,000 at June 30, 1999, as compared
to $1.1 million at June 30, 1998.  The net  investment in financing  leases will
continue to decline over the lease term as the Partnership amortizes income over
the life of the lease using the interest method.

         Earnings  from joint  ventures  decreased  $68,000 and $101,000 for the
three and six months ended June 30,  1999,  compared to the same period in 1999.
The decrease was due to one joint venture  experiencing  a loss from the sale of
equipment,  as well as another joint venture  experiencing a reduction in rental
income.

         Interest income from notes  receivable  decreased by $9,000 and $23,000
for the three and six months ended June 30, 1999, compared to 1998. The decrease
in interest  income from notes  receivable is attributable to the decline in net
investment  in notes  receivable.  The net  investment in notes  receivable  was
$92,000 at June 30, 1999,  compared to $525,000 at June 30, 1998.  Additionally,
no new  investments  were made  during the three  months  ended June 30, 1999 to
mitigate the decline in the net investment in notes receivable.

         Total  expenses of the  Partnership  decreased by $136,000 and $256,000
during the three and six months ended June 30, 1999, compared to the same period
in 1998. All expense items decreased, with depreciation expense contributing the
largest  decline  due to the  decrease in the amount of  equipment  owned by the
Partnership.  Depreciation  expense  decreased  by $71,000 and  $136,000 for the
three and six months  ended June 30,  1999,  as  compared  to the same period in
1998.  This decrease is  attributable  to the decline in the amount of equipment

                                       8
<PAGE>

owned as previously  discussed,  but  additionally  as a result of an increasing
portion of the equipment portfolio having been fully depreciated.

Liquidity and Capital Resources

         The   Partnership's   primary  source  of  liquidity   comes  from  its
contractual  obligations  with a diversified  group of lessees and borrowers for
fixed lease terms at fixed  payment  amounts.  As the initial lease terms of the
Partnership's  short term operating leases expire, the Partnership will re-lease
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, 1999 of $657,000,  as
compared to $1,726,000  during the same period in 1998.  The decline in net cash
generated  from leasing and financing  activities  for the six months ended June
30, 1999, as compared to the same period in the previous  year, is  attributable
to decreases in rental income from  operating  leases,  principal  payments from
financing  leases and principal  payments from notes  receivable,  as previously
discussed in the Results of Operations.

         The Partnership  received  distributions from joint ventures of $97,000
and $233,000 for the six months ended June 30, 1999 and 1998, respectively.  The
decrease  in  distributions  from joint  ventures is  attributable  to one joint
venture  experiencing a decline in cash available for  distributions as a result
of a reduction in rental income and sales proceeds received.

         As of June 30, 1999, the  Partnership  owned  equipment  being held for
lease with an original  cost of $2,894,000  and a net book value of $79,000,  as
compared to equipment  with an original cost of $5,115,000  and a net book value
of $14,000 at June 30, 1998. The General Partner is actively engaged,  on behalf
of the  Partnership,  in  remarketing  and selling the  Partnership's  off lease
equipment.  Until new lessees or buyers of equipment can be found, the equipment
will continue to generate  depreciation expense without any corresponding rental
income.  The  effect of this will be a  reduction  of the  Partnership  earnings
during this remarketing period.

         The cash  distributed to partners was $0 and $2,242,000  during the six
months  ended  June 30,  1999 and 1998,  respectively.  In  accordance  with the
Partnership  Agreement,  the limited  partners  are  entitled to 95% of the cash
available  for  distribution  and the  General  Partner is  entitled to 5%. As a
result,  the limited partners  received $0 and $2,130,000 in cash  distributions
for the six months ended June 30, 1999 and 1998,  respectively.  The  cumulative
cash  distributions  to limited  partners  at June 30, 1999 is  $37,828,000,  as
compared to  $38,891,000  at June 30, 1998.  The General  Partner  received cash
distributions of $0 and $112,000 for its share of the cash  distribution for the
six months ended June 30, 1999 and 1998, respectively.  The Partnership plans to
make its next distribution in December 1999.

         As provided for by the partnership  agreement,  the General Partner has
determined  to  exercise  its  discretion  that no  further  redemptions  in the
Partnership will be permitted after March 31, 1998.

         The cash to be  generated  from  leasing and  financing  operations  is
anticipated to be sufficient to meet the  Partnership's  continuing  operational
expenses.

                                       9
<PAGE>

Impact of the Year 2000 Issue

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

         Resource/Phoenix  has a Year 2000 project plan in place.  The Year 2000
project team has identified  risks, and has implemented  remediation  procedures
for its Year  2000  issues.  ReSource/Phoenix  has  budgeted  for the  necessary
changes,  built  contingency  plans,  and has  progressed  along  the  scheduled
timeline.  Installation  of all  remediation  changes to critical  software  and
hardware is planned to be completed by October 31, 1999.

         Costs incurred by the Partnership  will be expensed as incurred and are
not currently anticipated to be material to the Partnership's financial position
or results of operations.

         The  Partnership's  customers  consist of lessees  and  borrowers.  The
Partnership  does  not have  exposure  to any  individual  customer  that  would
materially impact the Partnership  should the customer  experience a significant
Year 2000 problem, however, cumulative exposure to multiple individual customers
could materially impact the Partnership should multiple  customers  experience a
significant Year 2000 problem.


                                       10
<PAGE>

                            PHOENIX INCOME FUND, L.P.

                                  June 30, 1999

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

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

         On October 28, 1997, a Class Action Complaint was filed against Phoenix
Leasing  Incorporated,  Phoenix  Leasing  Associates,  II and III  LP.,  Phoenix
Securities  Inc.  and  Phoenix  American   Incorporated   (the  "Companies")  in
California  Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution  Funds I through V (the
"Partnerships").  The  Companies  were served with the  Complaint on December 9,
1997. The Complaint sought  declaratory and other relief  including  accounting,
receivership,  imposition of a constructive  trust and judicial  dissolution and
winding up of the Partnerships,  and damages based on fraud, breach of fiduciary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.

         Plaintiffs  severed  one cause of action  from the  Complaint,  a claim
related to the marketing and sale of CDF V, and  transferred  it to Marin County
Superior Court (the "Berger  Action").  Plaintiffs  then dismissed the remaining
claims in  Sacramento  Superior  Court and  refiled  them in a separate  lawsuit
making similar  allegations (the "Ash Action").  That complaint was subsequently
transferred to Marin County as well.

         Plaintiffs  have amended the Berger Action twice.  Defendants  recently
answered the complaint.  Discovery has recently commenced.  The Companies intend
to vigorously defend the Complaint.

         Defendants  have  not  yet  responded  to  the  Ash  Complaint,   which
plaintiffs amended twice.  Discovery has not commenced.  The Companies intend to
vigorously defend the Complaint.

Item 2.  Changes in Securities.  Inapplicable
         ---------------------

Item 3.  Defaults Upon Senior Securities.  Inapplicable
         -------------------------------

Item 4.  Submission of Matters to a Vote of Securities Holders.  Inapplicable
         -----------------------------------------------------

Item 5.  Other Information.  Inapplicable
         -----------------

Item 6.  Exhibits and Reports on 8-K:
         ---------------------------

         a)   Exhibits:

              (27) Financial Data Schedule

         b)   Reports on 8-K: None



                                       11
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                          PHOENIX INCOME FUND, L.P.
                                          -------------------------
                                                 (Registrant)

                                     BY:  PHOENIX LEASING ASSOCIATES LP,
                                          a California limited partnership,
                                          General Partner

                                          BY:  PHOENIX LEASING ASSOCIATES, INC.
                                               a Nevada corporation,
                                               General Partner


    Date                       Title                             Signature
    ----                       -----                             ---------


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



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



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


                                       12