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, 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 September
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)
                                                      September 30, December 31,
                                                          1999          1998
                                                          ----          ----
ASSETS
Cash and cash equivalents                                $4,597        $3,050

Accounts receivable (net of allowance for losses on
   accounts receivable of $71 and $109 at September
   30, 1999 and December 31, 1998, respectively)             25            23

Notes receivable (net of allowance for losses on notes
   receivable of $162 at September 30, 1999 and
   December 31, 1998)                                        68           271

Equipment on operating leases and held for lease (net
   of accumulated depreciation of $2,308 and $3,309
   at September 30, 1999 and December 31, 1998,
   respectively)                                              3            38

Netinvestment in financing  leases (net of allowance
   for early terminations of $32 and $89 at
   September 30, 1999 and December 31, 1998,
   respectively)                                             32           351

Investment in joint ventures                               --             115

Capitalized acquisition fees (net of accumulated
   amortization of $3,620 and $3,596 at September 30,
   1999 and December 31, 1998, respectively)                  2            26

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

     Total Assets                                        $4,737        $3,913
                                                         ======        ======

LIABILITIES AND PARTNERS' CAPITAL
Liabilities
   Accounts payable and accrued expenses                 $  107        $  213
                                                         ------        ------
     Total Liabilities                                      107           213
                                                         ------        ------

Partners' Capital
   General Partner                                         --            --

   Limited Partners, 300,000 units authorized, 175,285
     units issued and 169,587 and 169,604 units
     outstanding at September 30, 1999 and December 31,
     1998, respectively                                   4,621         3,685

   Accumulated other comprehensive income                     9            15
                                                         ------        ------

     Total Partners' Capital                              4,630         3,700
                                                         ------        ------

     Total Liabilities and Partners' Capital             $4,737        $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   Nine Months Ended
                                            September 30,       September 30,
                                            1999     1998      1999       1998
                                            ----     ----      ----       ----
INCOME
   Rental income                          $    92   $   629   $   418   $ 1,280
   Earned income, financing leases              2        36        25       155
   Gain on sale of securities                 473      --         473         4
   Equity in earnings from joint
     ventures, net                             17        32        40       156
   Interest income, notes receivable            7        40        47       103
   Other income                                52        34       139        93
                                          -------   -------   -------   -------
     Total Income                             643       771     1,142     1,791
                                          -------   -------   -------   -------

EXPENSES
   Depreciation                                 1        46         5       187
   Amortization of acquisition fees             4        20        24        65
   Lease related operating expenses             1         7        14        41
   Management fees to General Partner          21        37        51        99
   Reimbursed administrative costs to
     General Partner                           10        17        42        69
   Provision for losses on receivables          2      --        --          10
   General and administrative expenses         18        19        70        81
                                          -------   -------   -------   -------
     Total Expenses                            57       146       206       552
                                          -------   -------   -------   -------

NET INCOME                                    586       625       936     1,239

Other comprehensive income:
   Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
       arising during period                  475       (10)      467        (2)
     Less: reclassification adjustment
           for gains included in net
           income                            (473)     --        (473)       (4)
                                          -------   -------   -------   -------
Other comprehensive income (loss)               2       (10)       (6)       (6)
                                          -------   -------   -------   -------
COMPREHENSIVE INCOME                      $   588   $   615   $   930   $ 1,233
                                          =======   =======   =======   =======


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                       $  3.46   $  3.31   $  5.52   $  6.48
                                          =======   =======   =======   =======

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                       $  --     $  2.94   $  --     $ 15.86
                                          =======   =======   =======   =======

ALLOCATION OF NET INCOME:
     General Partner                      $  --          28      --         140
     Limited Partners                         586       597       936     1,099
                                          -------   -------   -------   -------
                                          $   586   $   625   $   936   $ 1,239
                                          =======   =======   =======   =======

        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)

                                                              Nine Months Ended
                                                                September 30,
                                                               1999       1998
                                                               ----       ----
Operating Activities:
--------------------
   Net income                                                $   936    $ 1,239

   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                                5        187
       Amortization of acquisition fees                           24         65
       Gain on sale of equipment                                 (50)       (52)
       Gain on sale of securities                               (473)        (4)
       Equity in earnings from joint ventures, net               (40)      (156)
       Recovery of losses in accounts receivable                 (34)        (9)
       Provision for early termination, financing leases          34         19
       Decrease in accounts receivable                            32        206
       Decrease in accounts payable and accrued expenses        (106)      (226)
       Decrease in other assets                                   22          1
                                                             -------    -------

Net cash provided by operating activities                        350      1,270
                                                             -------    -------

Investing Activities:
--------------------
   Principal payments, financing leases                          299        934
   Principal payments, notes receivable                          203        392
   Proceeds from sale of equipment                                67         52
   Proceeds from sale of securities                              473          4
   Distributions from joint ventures                             155        319
                                                             -------    -------

Net cash provided by investing activities                      1,197      1,701
                                                             -------    -------

Financing Activities:
--------------------
   Redemptions of capital                                       --           (3)
   Distributions to partners                                    --       (2,798)
                                                             -------    -------

Net cash used in financing activities                           --       (2,801)
                                                             -------    -------

Increase in cash and cash equivalents                          1,547        170

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

Cash and cash equivalents, end of period                     $ 4,597    $ 2,863
                                                             =======    =======

        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 September 30, 1999, the Partnership has
investments in notes receivable,  before allowance for losses, of $230,000. This
amount  includes  impaired notes  receivable,  net of specific  write-downs,  of
$66,000. The Partnership has an allowance for losses of $162,000 as of September
30, 1999.  The average  recorded  investment  in impaired  loans during the nine
months ended September 30, 1999 and 1998 was approximately  $74,000 and $109,000
respectively.


                                       5
<PAGE>

         The activity in the allowance for losses on notes receivable during the
nine months ended September 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 169,702 for the nine months
ended September 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:

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

          Assets                                  $ 61          $184
          Liabilities                               62           117
          Partners' Capital (Deficit)               (1)           67


                                  Three Months Ended   Nine Months Ended
                                     September 30,       September 30,
                                    1999      1998      1999       1998
                                    ----      ----      ----       ----
                                           (Amounts in Thousands)

          Revenue                   $ 71      $133      $404      $689
          Expenses                     4         8        53        55
          Net Income                  67       125       351       634


                                       6
<PAGE>

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

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

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


          Assets                                 $  --          $550
          Liabilities                               --           151
          Partners' Capital                         --           399

                                  Three Months Ended   Nine Months Ended
                                     September 30,       September 30,
                                    1999      1998      1999       1998
                                    ----      ----      ----       ----
                                           (Amounts in Thousands)


          Revenue                   $   7    $  20     $   2      $  68
          Expenses                   --          5       155         13
          Net Income (Loss)             7       15      (153)        55


                                       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 $586,000 and $936,000 during the
three and nine months ended  September  30,  1999,  as compared to net income of
$625,000 and  $1,239,000  during the three and nine months ended  September  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 $128,000  and $649,000 for the three and
nine months ended September 30, 1999, as compared to the same periods in 1998. A
gain on sale of securities of $473,000  during the three months ended  September
30, 1999 caused a smaller  decrease in revenues for this period than there would
have been  otherwise.  The  decrease  in total  revenues  for the three and nine
months ended  September 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 $537,000 and $862,000 decrease in
rental  income  for the  three  and nine  months  ended  September  30,  1999 is
attributable  to a decrease in the amount of equipment  owned that is classified
as operating leases. At September 30, 1999, the Partnership owned equipment with
an aggregate  original cost of $3.2 million,  as compared to the $8.4 million of
equipment owned at September 30, 1998.

         The  Partnership  reported a gain on sale of securities of $473,000 for
the three and nine months ended September 30, 1999, respectively, compared to $0
and $4,000 for the same  periods  in the  previous  year.  The  securities  sold
consisted  of common  stock  received  through the  exercise  of stock  warrants
granted to the Partnership as part of financing  agreements with emerging growth
companies  that are  publicly  traded.  The  Partnership  received  proceeds  of
$473,000  and $4,000  from the sale of these  securities  during the nine months
ended September 30, 1999 and September 30, 1998, respectively.

         Earned income from financing  leases  decreased by $34,000 and $130,000
during the three and nine months ended  September  30, 1999,  as compared to the
same  periods in 1998.  This  decrease is  attributable  to the  decrease in net
investment in financing  leases since  September 30, 1998. The  Partnership  had
investments  in financing  leases with a net  investment of $32,000 at September
30, 1999, as compared to $804,000 at September 30, 1998.  The net  investment is
amortized  to income over the life of the lease until the net  investment  is $0
using the interest method.

         Earnings  from joint  ventures  decreased  $15,000 and $116,000 for the
three and nine months ended September 30, 1999,  compared to the same periods 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 $33,000 and $56,000
for the three and nine months ended  September 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 $68,000 at September  30, 1999,  compared to $420,000 at September 30, 1998.

                                       8
<PAGE>

Additionally,  no new  investments  were  made  during  the  nine  months  ended
September  30,  1999 to  mitigate  the  decline in the net  investment  in notes
receivable.

         Total  expenses of the  Partnership  decreased  by $89,000 and $346,000
during the three and nine months ended September 30, 1999,  compared to the same
periods  in  1998.  All  expense  items  decreased,  with  depreciation  expense
contributing  to the  largest  decline  due to the  decrease  in the  amount  of
equipment owned by the Partnership.  Depreciation  expense  decreased by $45,000
and $182,000 for the three and nine months ended September 30, 1999, as compared
to the same periods in 1998. This decrease is attributable to the decline in the
amount of equipment owned as previously discussed,  but additionally as a result
of  an  increasing  portion  of  the  equipment   portfolio  having  been  fully
depreciated.

Liquidity and Capital Resources

         The   Partnership's   primary  source  of  liquidity   comes  from  its
contractual  obligations  with a diversified  group of lessees and borrowers for
fixed lease terms at fixed  payment  amounts.  As the initial lease terms of the
Partnership's  short term operating leases expire, the Partnership will re-lease
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,  1999 of
$852,000,  as compared to $2,596,000 during the same period in 1998. The decline
in net cash generated from leasing and financing  activities for the nine months
ended  September 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 $155,000
and  $319,000  for  the  nine  months  ended   September   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 September 30, 1999, the  Partnership  owned  equipment being held
for lease with an  original  cost of  $2,004,000  and a net book value of $0, as
compared to equipment  with an original cost of $2,431,000  and a net book value
of $6,000 at September 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 $2,798,000  during the nine
months ended September 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 $2,658,000 in cash  distributions

                                       9
<PAGE>

for the nine  months  ended  September  30,  1999 and  1998,  respectively.  The
cumulative  cash  distributions  to limited  partners at  September  30, 1999 is
$38,891,000,  as compared to  $38,357,000  at September  30,  1998.  The General
Partner received cash distributions of $0 and $140,000 for its share of the cash
distribution   for  the  nine  months  ended   September   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.

Impact of the Year 2000 Issue

         ReSourcePhoenix.com ("ReSourcePhoenix"),  an affiliate of the parent to
the General Partner does all local computer  processing for the General Partner.
And as such  ResourcePhoenix  manages  the Year  2000  project  on behalf of the
General Partner.

         ResourcePhoenix  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.  ReSourcePhoenix  has  budgeted  for the  necessary
changes,  built  contingency  plans,  and has  progressed  along  the  scheduled
timeline.  Installation  of all  remediation  changes to critical  software  and
hardware was completed on November 5, 1999.

         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 knowledge of any 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.

                               September 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 filed a demurrer to the Ash Complaint, which plaintiffs
amended  three times.  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
    ----                       -----                             ---------


November 10, 1999    Senior Vice President                 /S/ GARY W. MARTINEZ
-----------------    and a Director of                     --------------------
                     Phoenix Leasing Associates, Inc.      (Gary W. Martinez)



November 10, 1999    Chief Financial Officer,              /S/ HOWARD SOLOVEI
-----------------    Treasurer and a Director of           --------------------
                     Phoenix Leasing Associates, Inc.      (Howard Solovei)



November 10, 1999    Senior Vice President,                /S/ BRYANT J. TONG
-----------------    Financial Operations of               --------------------
                     Phoenix Leasing Associates, Inc.      (Bryant J. Tong)


                                       12