U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                    FORM 10-Q


        [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended June 25, 2000,

                                       or

        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ____________ to ____________


                        Commission file number 000-25866


                       PHOENIX GOLD INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)


                 OREGON                                93-1066325
      (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)             Identification Number)


        9300 NORTH DECATUR STREET, PORTLAND, OREGON                97203
         (Address of principal executive offices)               (Zip code)


                                (503) 286-9300
             (Registrant's telephone number, including area code)


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
requirements for the past 90 days. Yes [X] No [ ]

There  were 3,026,945  shares  of the issuer's  common stock  outstanding  as of
July 31, 2000.


                                       1
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                 FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000


                                      INDEX
                                      -----

<TABLE>
<CAPTION>
Part I.   FINANCIAL INFORMATION                                                          Page
                                                                                         ----
          <S>           <C>                                                              <C>
          Item 1.       Financial Statements

                        Balance Sheets at June 30, 2000
                        and September 30, 1999 (unaudited)                                3

                        Statements of Earnings for the Three and Nine Months Ended
                        June 30, 2000 and 1999 (unaudited)                                4

                        Statements of Cash Flows for the Nine Months Ended
                        June 30, 2000 and 1999 (unaudited)                                5

                        Notes to Financial Statements                                     6

          Item 2.       Management's Discussion and Analysis of Financial
                        and Results of Operations                                         8

          Item 3.       Quantitative and Qualitative Disclosure About Market Risk         10

Part II.  OTHER INFORMATION

          Item 6.       Exhibits and Reports on Form 8-K                                  11

SIGNATURES                                                                                12

INDEX TO EXHIBITS                                                                         13
</TABLE>


                                       2
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     JUNE 30,      SEPTEMBER 30,
                                                                       2000           1999
                                                                 ---------------  ---------------
ASSETS
<S>                                                              <C>              <C>
Current assets:
    Cash and cash equivalents                                     $ 1,074,057      $   868,458
    Accounts receivable, net                                        3,967,342        4,794,799
    Inventories                                                     5,533,194        5,620,835
    Prepaid expenses                                                  247,541          213,677
    Deferred taxes                                                    340,000          315,000
                                                                 ---------------  ---------------
        Total current assets                                       11,162,134       11,812,769

Property and equipment, net                                           939,917        1,055,531
Goodwill, net                                                         148,365          178,081
Deferred taxes                                                        610,000          600,000
Other assets                                                          311,728          242,058
                                                                 ---------------  ---------------

        Total assets                                              $13,172,144      $13,888,439
                                                                 ===============  ===============


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                              $   383,144      $ 1,074,881
    Accrued payroll and benefits                                      348,541          436,970
    Other accrued expenses                                            387,837          379,782
    Income taxes payable                                                    -           81,644
                                                                 ---------------  ---------------
        Total current liabilities                                   1,119,522        1,973,277

Deferred gain on sale of facility                                     882,698          956,256

Shareholders' equity:
    Preferred stock;
        Authorized - 5,000,000 shares; none outstanding                     -                -
    Common stock, no par value;
        Authorized - 20,000,000 shares
        Issued and outstanding - 3,026,945 and 3,234,345 shares     6,550,928        7,155,997
    Retained earnings                                               4,618,996        3,802,909
                                                                 ---------------  ---------------
        Total shareholders' equity                                 11,169,924       10,958,906
                                                                 ---------------  ---------------

        Total liabilities and shareholders' equity                $13,172,144      $13,888,439
                                                                 ===============  ===============
</TABLE>



                        SEE NOTES TO FINANCIAL STATEMENTS


                                       3
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                             STATEMENTS OF EARNINGS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                            JUNE 30                            JUNE 30
                                                  ------------------------------     ------------------------------
                                                       2000           1999                2000           1999
                                                  --------------  --------------     --------------  --------------
<S>                                               <C>             <C>                <C>             <C>
Net sales                                          $  7,056,124    $  7,454,978       $ 20,460,959    $ 20,320,979

Cost of sales                                         4,980,598       5,399,452         14,701,033      14,870,784
                                                  --------------  --------------     --------------  --------------

    Gross profit                                      2,075,526       2,055,526          5,759,926       5,450,195

Operating expenses:
    Selling                                             957,638         883,550          2,798,175       2,465,873
    General and administrative                          527,314         585,084          1,632,254       1,699,728
                                                  --------------  --------------     --------------  --------------

     Total operating expenses                         1,484,952       1,468,634          4,430,429       4,165,601
                                                  --------------  --------------     --------------  --------------

Income from operations                                  590,574         586,892          1,329,497       1,284,594

Other income (expense):
    Interest expense                                          -         (27,991)                 -        (116,638)
    Other income, net                                    13,930               -             25,590               -
                                                  --------------  --------------     --------------  --------------

     Total other income (expense)                        13,930         (27,991)            25,590        (116,638)
                                                  --------------  --------------     --------------  --------------

Earnings before income taxes                            604,504         558,901          1,355,087       1,167,956

Income tax expense                                     (241,000)       (223,000)          (539,000)       (466,000)
                                                  --------------  --------------     --------------  --------------

Net earnings                                       $    363,504    $    335,901       $    816,087    $    701,956
                                                  ==============  ==============     ==============  ==============

Earnings per share - basic and diluted             $       0.12    $       0.10       $       0.27    $       0.21
                                                  ==============  ==============     ==============  ==============

Average shares outstanding -
basic and diluted                                     3,028,946       3,246,231          3,077,960       3,310,412
                                                  ==============  ==============     ==============  ==============
</TABLE>



                        SEE NOTES TO FINANCIAL STATEMENTS


                                       4
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                                                                          JUNE 30,
                                                                             ---------------------------------
                                                                                  2000              1999
                                                                             ---------------   ---------------
<S>                                                                          <C>               <C>
Cash flows from operating activities:
    Net earnings                                                              $    816,087      $    701,956
    Adjustments to reconcile net earnings to
     net cash provided by (used in) operating activities:
        Depreciation and amortization                                              475,567           740,428
        Deferred taxes                                                             (35,000)          161,000
        Changes in operating assets and liabilities:
            Accounts receivable                                                    827,457          (178,778)
            Inventories                                                             87,641           989,269
            Prepaid expenses                                                       (33,864)          (93,176)
            Other assets                                                          (116,843)          (80,002)
            Accounts payable                                                      (691,737)         (422,728)
            Accrued expenses                                                      (162,018)         (160,858)
                                                                             ---------------   ---------------

    Net cash provided by operating activities                                    1,167,290         1,656,111

Cash flows from investing activities:
    Capital expenditures, net                                                     (356,622)         (220,284)
                                                                             ---------------   ---------------

    Net cash used in investing activities                                         (356,622)         (220,284)

Cash flows from financing activities:
    Line of credit, net                                                                  -          (900,000)
    Repayment of long-term obligations                                                   -          (169,254)
    Purchase of common stock                                                      (605,069)         (366,575)
                                                                             ---------------   ---------------

    Net cash used in financing activities                                         (605,069)       (1,435,829)
                                                                             ---------------   ---------------

Increase (decrease) in cash and cash equivalents                                   205,599                (2)

Cash and cash equivalents, beginning of period                                     868,458             2,602
                                                                             ---------------   ---------------

Cash and cash equivalents, end of period                                      $  1,074,057      $      2,600
                                                                             ===============   ===============

Supplemental disclosures:
    Cash paid for interest                                                    $          -      $    130,000
    Cash paid for income taxes                                                     658,000           220,000
</TABLE>



                        SEE NOTES TO FINANCIAL STATEMENTS


                                       5
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1 - UNAUDITED FINANCIAL STATEMENTS

   Certain  information  and note  disclosures  normally  included in  financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted from these  unaudited  financial  statements.  These unaudited
financial statements should be read in conjunction with the financial statements
and notes  included  in the  Company's  Annual  Report on Form 10-K for the year
ended September 30, 1999 filed with the Securities and Exchange Commission.  The
results of operations for the three- and nine-month  periods ended June 30, 2000
are not  necessarily  indicative of the operating  results for the full year. In
the opinion of management, all adjustments,  consisting only of normal recurring
accruals,  have been made to present fairly the Company's  financial position at
June 30, 2000 and the results of its  operations  for the three- and  nine-month
periods  ended  June 30,  2000 and 1999 and its cash  flows for the  nine-months
ended June 30, 2000 and 1999.


Note 2 - REPORTING PERIODS

   The  Company's  fiscal year is the 52-week or 53-week  period ending the last
Sunday in  September.  Fiscal  2000 and fiscal  1999 are  52-week  years and all
quarters are 13-week  periods.  For  presentation  convenience,  the Company has
indicated in these financial  statements that its fiscal year ended on September
30 and that the three and nine months presented ended on June 30.


Note 3 - NEW ACCOUNTING STANDARDS

   In  June  1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards No. 133, Accounting for Derivative
Instruments and Hedging  Activities.  The new statement will require recognition
of all  derivatives as either assets or liabilities on the balance sheet at fair
value.  The new statement is effective  for the year ending  September 30, 2001.
The Company does not expect adoption of this statement to have a material impact
on its financial position or results of operations.

   The Securities and Exchange Commission issued Staff Accounting Bulletin (SAB)
No. 101,  Revenue  Recognition,  in December  1999.  The Company  believes  that
compliance  with the  guidance  provided in SAB No. 101 will not have a material
impact on future operating results.


                                       6
<PAGE>


Note 4 - INVENTORIES

   Inventories  are stated at  the  lower of cost or  market and consist  of the
following:

                                               JUNE 30,         SEPTEMBER 30,
                                                2000                1999
                                          -----------------   -----------------

    Raw materials and work-in-process       $    2,220,501     $    2,531,260
    Finished goods and supplies                  3,312,693          3,089,575
                                          -----------------   -----------------
        Total inventories                   $    5,533,194     $    5,620,835
                                          =================   =================


Note 5 - PROPERTY AND EQUIPMENT

   Property and equipment consist of the following:

                                               JUNE 30,         SEPTEMBER 30,
                                                2000                1999
                                          -----------------   -----------------

    Machinery, equipment, and vehicles      $    4,996,939     $    4,717,198
    Leasehold improvements                          75,266              3,829
                                          -----------------   -----------------
                                                 5,072,205          4,721,027
    Less accumulated depreciation
      and amortization                          (4,132,288)        (3,665,496)
                                          -----------------   -----------------
       Total property and equipment, net    $      939,917     $    1,055,531
                                          =================   =================


Note 6 - LINE OF CREDIT

   During  December  1999, the Company  renewed its revolving  operating line of
credit through December 2000. The new agreement provides for borrowings of up to
$5.0 million subject to eligible accounts receivable and inventories and certain
additional  limits.  Interest  on the  borrowings  is equal to the bank's  prime
lending rate (9.5% at June 30, 2000) or LIBOR plus 1.75%.  Borrowings  under the
line of credit are secured by cash and cash equivalents, accounts receivable and
inventories. The line of credit contains covenants which require a minimum level
of tangible net worth, a minimum ratio of current assets to current  liabilities
and  a maximum  ratio of interest  bearing debt to  tangible  net  worth.  As of
June 30, 2000, the Company was eligible to borrow $4.9 million under the line of
credit. No borrowings were outstanding under the line of credit as of that date.


Note 7 - SHAREHOLDERS' EQUITY

   The Board of  Directors  has  authorized  the  Company to purchase up to $1.0
million of Company common stock. During the nine months ended June 30, 2000, the
Company  acquired  207,400  shares of its common  stock for  $605,000.  From the
inception of the stock repurchase program,  the Company has acquired $998,000 of
Company common stock.


                                       7
<PAGE>


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------

   Net sales decreased  $399,000,  or 5.4%, to $7.1 million for the three months
ended June 30, 2000 from $7.5  million for the three  months ended June 30, 1999
due principally to decreased international sales.  International sales decreased
19.6% to $1.8  million  from $2.3 million in the  comparable  1999  period.  The
decrease  resulted  primarily from a 40.1% decrease in sales to Asia and a 39.0%
decrease in sales to Europe offset in part by a 21.2% increase in sales to other
international  markets.  International  sales represented 25.7% and 30.2% of net
sales for the three months ended June 30, 2000 and 1999, respectively.  Domestic
sales  increased  $42,000,  or 0.8%, to $5.24 million for the three months ended
June 30,  2000   compared  to  $5.20  million   for  the   three   months  ended
June 30,  1999.  The  Company  expects  international  sales for fiscal  2000 to
remain at levels  lower than  historically  achieved  due to current  world-wide
economic conditions.

   Net sales for the nine months  ended June 30,  2000  increased  $140,000,  or
0.7%,   to  $20.5  million  from   $20.3  million  for  the  nine  months  ended
June 30, 1999  due to  increased  domestic  sales offset  in  part  by decreased
international  sales.  Domestic  sales  increased  $372,000, or  2.5%, to  $15.2
million for the nine months  ended June 30, 2000  compared to $14.8  million for
the nine months ended June 30,  1999.  For the nine months ended June 30,  2000,
international  sales  decreased  4.2%  to $5.2  million from $5.5 million in the
comparable  1999 period.  The decrease resulted  primarily from a 23.8% decrease
in sales  to Europe  offset in part by a 33.6%  increase  in sales to Asia and a
9.4%  increase  in  sales  to other  international markets.  International sales
represented 25.6% and 26.9% of net sales for the nine months ended June 30, 2000
and 1999, respectively.

   Gross profit  increased  to  29.4%  of  net  sales for the three months ended
June 30, 2000 from 27.6% for the three months ended June 30, 1999.  Gross profit
increased  to 28.2% of net sales for the nine  months  ended June 30,  2000 from
26.8% for the comparable  prior period.  The increase was primarily due to sales
mix and reduced  depreciation  expense  which caused  manufacturing  overhead to
decrease as a percentage of sales.

   Operating expenses consist of selling,  general and administrative  expenses.
Total operating expenses increased $16,000, or 1.1%, to $1,485,000 for the three
months  ended June 30, 2000  compared to  $1,469,000  for the three months ended
June 30,  1999.  Operating  expenses  were  21.0%  and 19.7% of net sales in the
respective three-month periods.  Operating expenses increased $265,000, or 6.4%,
to $4,430,000 for the nine months ended June 30, 2000 compared to $4,166,000 for
the comparable period in fiscal 1999. Operating expenses were 21.7% and 20.5% of
net sales in the respective nine-month periods.

   Selling expenses increased $74,000, or 8.4%, to $958,000 for the three months
ended June 30, 2000 compared to $884,000 for the comparable 1999 period. Selling
expenses  were  13.6%  and  11.9%  of net  sales in the  respective  three-month
periods.  Selling  expenses  increased  13.5% in the first nine months of fiscal
2000,  to $2.8  million,  compared to $2.5  million for the first nine months of
fiscal  1999.  Selling  expenses  were  13.7%  and  12.1%  of net  sales  in the
respective  nine month  periods.  The  increased  selling  expenses  were due to
increased promotional activities and sales incentive programs.


                                       8
<PAGE>


   General and administrative  expenses decreased $58,000,  or 9.9%, to $527,000
for the three months ended June 30, 2000 compared to $585,000 for the comparable
1999 period. General and administrative expenses were 7.5% and 7.8% of net sales
in the  respective  three-month  periods.  General and  administrative  expenses
decreased  $67,000,  or 4.0%,  in the  first  nine  months of  fiscal  2000,  to
$1,632,000,  compared to  $1,700,000  for the first nine months of fiscal  1999.
General  and  administrative  expenses  were  8.0% and 8.4% of net  sales in the
respective nine-month periods. The decreased general and administrative expenses
were due to lower  depreciation  and bad debt expenses  offset in part by higher
payroll costs.

   Interest  expense  decreased  by  $28,000  to  $0  for the three months ended
June 30,  2000, compared  to  $28,000 for  the three months ended June 30, 1999.
Interest  expense  decreased  by  $117,000   to $0 for  the first nine months of
fiscal 2000 compared to $117,000 for the first nine months of fiscal  1999.  The
decrease  in  interest  expense  was due to repayment of all short and long-term
borrowings in fiscal 1999.

   Net earnings were $364,000,  or $0.12 per share - basic and diluted (based on
3.0 million  shares  outstanding),  for the three  months  ended June 30,  2000,
compared  to net  earnings of  $336,000,  or $0.10 per share - basic and diluted
(based  on  3.2  million  shares  outstanding),   for  the  three  months  ended
June 30,  1999.  Net earnings  were $816,000,  or $0.27  per  share - basic  and
diluted (based on 3.1 million  shares  outstanding),  for the nine months  ended
June 30,  2000,  compared  to  net  earnings of  $702,000,  or $0.21 per share -
basic and diluted (based on 3.3 million shares  outstanding), for the comparable
1999 period. The increase in net earnings  was due to improved  gross margin and
reduced  interest expense.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

   The  Company's  primary  needs for funds are for  working  capital  and, to a
lesser extent, capital expenditures.  The Company financed its operations during
the  nine  months  ended  June 30,  2000  from  cash  generated  from  operating
activities.  Net cash provided by operating  activities  was  $1,167,000 for the
nine months ended June 30, 2000. In periods  prior to September  30, 1999,  when
cash flow from operations was less than current needs, the Company increased the
balance owing on its operating  line of credit.  When cash flow from  operations
exceeded current needs, the Company paid down the balance owing on its operating
line of credit  rather  than  investing  and  accumulating  excess  cash,  which
practices resulted in low reported cash balances.

   Cash and cash equivalents  increased by $206,000 during the nine months ended
June 30, 2000 due  principally  to net  earnings  offset in part by purchases of
Company common stock. Accounts receivable decreased by $827,000 due to decreased
international  sales  and as a result  of  management's  continuing  efforts  to
improve  collections.  Inventories  decreased  by  $88,000  due to  management's
efforts  to  decrease  raw  materials  and  increase   certain   finished  goods
inventories.  Accounts payable  decreased  $692,000 due to the timing of payment
due  dates.  Prepaid  expenses  increased  $34,000  primarily  due to trade show
deposits and insurance  costs incurred in the beginning of the Company's  fiscal
year.  Overall,  net working  capital  increased  $203,000 during the first nine
months of fiscal  2000 due to net  earnings  of  $816,000  offset in part by the
Company acquiring 207,400 shares of its common stock for $605,000.


                                       9
<PAGE>


   The Company made capital  expenditures  of $357,000 for the nine months ended
June 30, 2000.  Management  anticipates that discretionary  capital expenditures
for leasehold  improvements  and  manufacturing  and office equipment during the
remainder  of fiscal  2000 will be  approximately  $100,000.  These  anticipated
expenditures will be financed from available cash, cash provided from operations
and, if necessary, proceeds from the line of credit.

   During  December  1999, the Company  renewed its revolving  operating line of
credit through December 2000. The new agreement provides for borrowings of up to
$5.0 million subject to eligible accounts receivable and inventories and certain
additional  limits.  Interest  on the  borrowings  is equal to the bank's  prime
lending rate (9.5% at June 30, 2000) or LIBOR plus 1.75%.  Borrowings  under the
line of credit are secured by cash and cash equivalents, accounts receivable and
inventories. The line of credit contains covenants which require a minimum level
of tangible net worth, a minimum ratio of current assets to current  liabilities
and  a  maximum  ratio  of  interest  bearing debt to tangible net worth.  As of
June 30,  2000,  the Company was eligible to borrow $4.9  million under the line
of credit. No borrowings were outstanding under the line of credit as of that
date.


FORWARD-LOOKING STATEMENTS
--------------------------

   All statements in this report that are not  statements of historical  results
should be  considered  "forward-looking  statements"  within the  meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements as to expectations, beliefs and future financial performance, and are
based on current  expectations  and are  subject to  certain  risks,  trends and
uncertainties  that could  cause  actual  results to vary from those  projected,
which  variances may have a material  adverse  effect on the Company.  Among the
factors that could cause actual results to differ  materially are the following:
competitive   factors;   potential   fluctuations   in  quarterly   results  and
seasonality;  the adverse effect of reduced discretionary consumer spending; the
need for the introduction of new products and product  enhancements;  dependence
on suppliers;  control by current  shareholders;  high  inventory  requirements;
business conditions in international  markets;  the Company's  dependence on key
employees;  the need to protect  intellectual  property;  costs or  expenditures
associated  with  remediating  potential  Year 2000 issues;  and,  environmental
regulation as well as other  factors  discussed in Exhibit 99.1 to the Company's
1999  Annual  Report on Form 10-K which are hereby  incorporated  by  reference.
Given these uncertainties,  readers are cautioned not to place undue reliance on
the  forward-looking  statements.  The  Company  does not  intend to update  its
forward-looking statements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

   The Company has  assessed  its  exposure  to market  risks for its  financial
instruments  and  has  determined  that  its  exposures  to such  risks  are not
material.  As of June 30,  2000,  the Company had cash and cash  equivalents  of
$1,074,000  compared to $868,000 as of September 30, 1999.  The Company  invests
its excess cash in highly liquid marketable  securities with maturities of three
months or less at date of purchase.  The Company  does not invest in  derivative
securities.


                                       10
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a) Exhibits

         27  Financial Data Schedule

   (b) Reports on Form 8-K

             None.





















                                       11
<PAGE>


                                   SIGNATURES


   Pursuant to the  requirements  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 GOLD INTERNATIONAL, INC.



                                    /s/ Joseph K. O'Brien
                                    ---------------------------------
                                    Joseph K. O'Brien
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


Dated:  August 3, 2000




















                                       12
<PAGE>


                                INDEX TO EXHIBITS

   Exhibit                                                             Page
   -------                                                             ----

     27      Financial Data Schedule                                    14
























                                       13