UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 1997       Commission File Number 0-17989


                       PHOENIX HIGH TECH/HIGH YIELD FUND,
--------------------------------------------------------------------------------
                        A CALIFORNIA LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         California                                      68-0166383
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


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

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act: Units of Limited
                                                            Partnership Interest

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. _______

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 _____

The Registrant's revenue for its most recent fiscal year was $68,000.

As of December  31,  1997,  7,526  Units of Limited  Partnership  interest  were
outstanding.  No  market  exists  for the  Units  of  Partnership  interest  and
therefore there exists no aggregate market value at December 31, 1997.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format:

                               Yes _____ No __X__


                                  Page 1 of 23


<PAGE>



                       PHOENIX HIGH TECH/HIGH YIELD FUND,
                        A CALIFORNIA LIMITED PARTNERSHIP

                         1997 FORM 10-KSB ANNUAL REPORT


                                TABLE OF CONTENTS


                                                                            Page

                                     PART I

Item 1.    Business........................................................   3
Item 2.    Properties......................................................   4
Item 3.    Legal Proceedings...............................................   4
Item 4.    Submission of Matters to a Vote of Security Holders.............   4


                                     PART II

Item 5.    Market for the Registrant's Securities and Related Security
           Holder Matters..................................................   5
Item 6.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations...........................................   6
Item 7.    Financial Statements and Supplementary Data.....................   8
Item 8.    Disagreements on Accounting and Financial Disclosure Matters....  20


                                    PART III

Item 9.    Directors and Executive Officers of the Registrant..............  20
Item 10.   Executive Compensation..........................................  21
Item 11.   Security Ownership of Certain Beneficial Owners and Management..  21
Item 12.   Certain Relationships and Related Transactions..................  22


                                     PART IV

Item 13.   Exhibits, Financial Statement Schedules and Reports on Form 8-K.. 22


Signatures.................................................................. 23


                                        2


<PAGE>



                                     PART I

Item 1.    Business.

General Development of Business.

        Phoenix High Tech/High Yield Fund, a California limited partnership (the
"Partnership"),  was organized on July 26, 1988. The  Partnership was registered
with the Securities and Exchange  Commission  with an effective date of November
10,  1988 and shall  continue  to  operate  until its  termination  date  unless
dissolved  sooner  due to the sale of  substantially  all of the  assets  of the
Partnership or a vote of the Limited Partners. The Partnership will terminate on
December  31,  1999.  The General  Partner is Phoenix  Leasing  Incorporated,  a
California  corporation.  The General  Partner or its affiliates  also is or has
been a general partner in several other limited partnerships formed to invest in
capital equipment and other assets.

        The initial public offering was for 25,000 units of limited  partnership
interest  at a price of  $1,000  per unit.  The  Partnership  had the  option of
increasing the public offering up to a maximum of 50,000 units.  The Partnership
sold 7,526  units for a total  capitalization  of  $7,526,000.  Of the  proceeds
received  through  the  offering,  the  Partnership  has  incurred  $967,837  in
organizational and offering expenses.  The initial public offering was completed
on November 10, 1990.

        From the initial formation of the Partnership through December 31, 1997,
the total  investments in equipment  leases and financing  transactions  (loans)
approximate  $7,394,000.  The average initial firm term of contractual  payments
from equipment  subject to lease was 45.20 months,  and the average  initial net
monthly  payment rate as a percentage of the original  purchase price was 2.92%.
The  average  initial  firm term of  contractual  payments  from loans was 61.96
months.  These  leases  and  loans  have  been  concentrated  primarily  in  the
manufacturing and telecommunications industries.

Summary of Business Activities.

        The Partnership  has engaged in diverse  activities in which the General
Partner  has had  considerable  experience.  These  areas  include  leasing  and
financing  activities  for venture  capital-backed  emerging  growth  companies,
financing  and leasing  activities  for cable  television  system  operators and
related  businesses,  and other general  leasing and financing  activities.  Set
forth below is a summary of these activities.

        Emerging Growth Company Activities (Venture Financing). One of the major
purposes of the  Partnership  is to lease and finance  various  types of capital
equipment,  primarily to emerging  growth  companies.  The types of equipment in
which the  Partnership  has invested  include  various types of high  technology
equipment  such  as  semiconductor   production  and  test  equipment,   general
electronic  production equipment,  computer terminals,  data processing systems,
computer  communications  equipment  and medical  equipment,  as well as office,
manufacturing  and other types of capital  equipment.  The  Partnership has also
entered into arrangements to provide secured financings, including financings of
accounts receivable and inventories, to emerging growth companies.

           The emerging growth  companies with which the Partnership has entered
into leases or financing  transactions are located  throughout the United States
and its possessions and are engaged in a variety of businesses for the provision
of products or services.  Such  companies are in the start-up or early phases of
operation  with,  in most cases,  at least one round of venture  capital debt or
equity financing having been concluded prior to the Partnership's investment.

        Cable  Television  System Leasing and Financing (Cable  Financing).  The
other major purpose of the Partnership was to make secured loans to operators of
cable television systems for the acquisition, refinancing, construction, upgrade
and  extension of such systems in the United  States,  its  possessions  and its
military bases. In addition,  the Partnership had acquired cable  television and
related equipment and leased such equipment to third parties.


                                        3


<PAGE>



           Loans  to  cable  system  operators  were  secured  by  a  senior  or
subordinated lien on the assets of the cable television  system,  its franchise,
contracts and related assets,  including its subscriber  list.  Various types of
cable television and related equipment acquired by the Partnership and leased or
financed to third parties  throughout the United  States,  its  possessions  and
military bases will be leased or financed on a long-term basis.

        Several  of  the  cable  television  system  operators  the  Partnership
provided  financing to experienced  financial  difficulties.  These difficulties
were  believed to have been  caused by several  factors.  Some of these  factors
were: a significant  reduction in the  availability of debt from banks and other
financial institutions to finance the acquisition and operations,  uncertainties
related to future government regulation in the cable television industry and the
economic recession in the United States. These factors resulted in a significant
decline in the demand for the  acquisition  of cable  systems  and have  further
caused an overall decrease in the value of many cable television  systems.  As a
result of the  above,  many of the  Partnership's  notes  receivable  from cable
television  system  operators  went  into  default.  The  result  was  that  the
Partnership had not received scheduled  payments,  had to grant loan extensions,
experienced an increase in legal and collection  costs and in some cases, had to
foreclose on the cable television system. The impact of this has been a decrease
in the overall return on the Partnership's investments in such notes.

        The  Partnership  has  obtained an ownership  interest in several  cable
system joint ventures that it obtained  through  foreclosure.  The cable systems
are managed and operated by an affiliate of the General Partner.


Item 2.    Properties.

        The  Partnership  is  engaged in the  equipment  leasing  and  financing
industry and as such,  does not own or operate any  principal  plants,  mines or
real property. The primary assets held by the Partnership are its investments in
leases and loans to businesses located throughout the United States.

        As of  December  31,  1997,  the  Partnership  owns  equipment  with  an
aggregate  original cost of $89,000.  The following table summarizes the type of
equipment owned or financed by the Partnership.

                                                                 Percentage of
             Asset Types                   Purchase Price         Total Assets
             -----------                   --------------        -------------
                                       (Amounts in Thousands)

Capital Equipment Leased to Emerging
 Growth Companies                              $   89                  100%
                                               ------                  ---

TOTAL                                          $   89                  100%
                                               ======                  ===


Item 3.    Legal Proceedings.

        The  Partnership is not a party to any pending legal  proceedings  which
would have a material adverse impact on its financial position.


Item 4.    Submission of Matters to a Vote of Security Holders.

        No matters  were  submitted to a vote of limited  partners,  through the
solicitation of proxies or otherwise, during the year covered by this report.


                                        4


<PAGE>



                                     PART II

Item 5.    Market  for the Registrant's  Securities and  Related Security Holder
           Matters.

        (a)The  Registrant's  limited  partnership  interests  are not  publicly
           traded.  There is no market for the Registrant's  limited partnership
           interests and it is unlikely that any will develop.

        (b)Approximate number of equity security investments:

                                                      Number of Unit Holders
                     Title of Class                   as of December 31, 1997
           ----------------------------------         -----------------------

           Limited Partners                                     379
           General Partner                                        1


                                        5


<PAGE>



Item 6.    Management's  Discussion  and  Analysis  of  Financial Condition  and
           Results of Operations.

Results of Operations

        Phoenix High Tech/High Yield Fund (the Partnership)  reported a net loss
of $6,000 during the year ended  December 31, 1997, as compared to net income of
$279,000  during 1996.  During 1996, the  Partnership  experienced a recovery of
losses on  receivables  of $190,000  related to the payoff of a  defaulted  note
receivable from a cable television system operator which contributed to improved
earnings during 1996.

        Total revenues  decreased by $157,000 during the year ended December 31,
1997, as compared to 1996. The decrease in total  revenues in 1997,  compared to
1996, is partially  attributable  to a decline in leasing and financing  related
revenues  as a result  of a  decrease  in the  amount of  equipment  owned as of
December 31, 1997, compared to 1996. At December 31, 1997, the Partnership owned
equipment, excluding the Partnership's pro rata interest in joint ventures, with
an aggregate original cost of $89,000 compared to $758,000 at December 31, 1996.
Additionally, the Partnership's remaining equipment is being held for lease with
a net book value of $0 as of December 31,  1997.  As a result,  the  Partnership
experienced  an absence in rental income  compared to $33,000 for the year ended
December  31,  1996 and a decline  in earned  income  from  financing  leases of
$31,000 during the year ended December 31, 1997, compared to the prior year. The
decline in leasing  and  financing  related  revenues  also  contributed  to the
$33,000  decrease in management  fees to the General  Partner for the year ended
December 31, 1997, compared to 1996.

        Another  primary factor  contributing  to the decrease in total revenues
for the year ended  December  31,  1997,  compared  to 1996,  is the  decline in
earnings  from joint  ventures  of $85,000.  The decline in earnings  from joint
ventures in 1997 is  attributable  to a write-down of cable system assets in one
of the  foreclosed  cable systems joint  venture.  The decrease in earnings from
joint  ventures in 1997,  compared to 1996, is also due to earnings being higher
than  usual  in 1996 as a  result  of a sale of a cable  system  for a gain in a
foreclosed cable systems joint venture.

        The  Partnership  sold  equipment  with an  aggregate  original  cost of
$669,000 during the year ended December 31, 1997. The lease  agreements  related
to the equipment which were sold in 1997 stated that the lessee would take title
to the  equipment  at the end of the lease  term.  As such,  no gain or loss was
recognized on the sale of equipment  during 1997,  compared to a $12,000 gain on
sale of equipment in 1996.

        Partially  offsetting the factors  contributing  to the decline in total
revenues is an increase in interest income from notes  receivable of $15,000 for
the year  ended  December  31,  1997,  compared  to 1996.  During the year ended
December 31, 1997, the Partnership received additional  settlement proceeds from
a defaulted note  receivable  with a net carrying value of $0. These  settlement
proceeds are included in interest income from notes  receivable on the Statement
of Operations.

        The gain on sale of  securities  for both 1997 and 1996 of  $50,000  and
$43,000,  respectively,  is  attributable  to the  exercise  and  sale of  stock
warrants  held by the  Partnership.  The  Partnership  has  been  granted  stock
warrants as part of its lease or  financing  agreements  with  certain  emerging
growth companies.

        Total  expenses  increased by $128,000  for the year ended  December 31,
1997 compared to 1996.  During the year ended December 31, 1996, the Partnership
had a recovery of losses on receivables of $190,000  which the  Partnership  did
not have in 1997. During 1996, the Partnership  received a payoff on an impaired
note receivable from a cable television  system operator.  This outstanding note
receivable had been classified as impaired and the Partnership had suspended the
accrual of interest  income on this note.  The  carrying  value of this note was
$1,188,000,  for which  the  Partnership  had an  allowance  for loan  losses of
$706,000,  resulting  in a net  carrying  value  of  $482,000.  The  Partnership
received total settlement proceeds of $672,000 on this note, which resulted in a
recovery of $190,000 of the allowance for losses on notes.

        Partially  offsetting the absence of a recovery of losses on receivables
for the year ended  December 31, 1997,  are the  decreases  in  amortization  of
acquisition  fees and  management  fees to the General  Partner,  as  previously
discussed.  The decline in amortization of acquisition fees of $28,000 for 1997,
compared to 1996, is a result of the  capitalized  acquisition  fees being fully
amortized as of December 31, 1997.

        Inflation  affects the  Partnership  in relation to the current  cost of
equipment  placed on lease and the residual  values  realized when the equipment
comes off lease and is sold.  During the last several years inflations have been
low, thereby having very little impact upon the Partnership.


                                        6
<PAGE>



Liquidity and Capital Resources

        The cash generated by leasing and financing  activities was $116,000 for
the year ended  December  31,  1997,  as compared to $985,000 for the year ended
December 31, 1996.  The net cash  generated by leasing and financing  activities
during  1996 were  significantly  higher as a result of a payoff of an  impaired
note receivable of $672,000. The decrease in cash generated in 1997, compared to
1996, is also attributable to a decline in rental income.

        The Partnership did not receive cash  distributions  from joint ventures
during the year ended  December 31, 1997,  compared to $87,000 in 1996. The cash
received from  distributions from joint ventures during 1996 was attributable to
a foreclosed cable systems joint venture distributing  proceeds from the sale of
its cable system assets.

        The Partnership received proceeds from the sale of securities of $50,000
and $43,000 for the years ended December 31, 1997 and 1996,  respectively,  as a
result of the exercise and sale of stock warrants, as previously discussed.

        As of December 31, 1997 and 1996, the Partnership  owned equipment being
held for lease with an original  cost of $89,000 and a net book value of $0. The
General  Partner  is  actively  engaged,  on  behalf  of  the  Partnership,   in
remarketing and selling the Partnership's equipment as it becomes available.

        The cash  distributed to partners was $1,169,000 and $283,000 during the
years ended  December 31, 1997 and 1996,  respectively.  In accordance  with the
Partnership  Agreement,  the Limited  Partners  are  entitled to 99% of the cash
available  for  distribution  and the  General  Partner is  entitled to 1%. As a
result,  the Limited Partners received  $1,157,000 and $280,000 in distributions
during 1997 and 1996, respectively. The cumulative cash distributions to limited
partners  are   $6,994,000  and  $5,837,000  at  December  31,  1997  and  1996,
respectively.  The General Partner  received $12,000 and $3,000 for its share of
the cash distributions during 1997 and 1996, respectively.

        The  Partnership  switched  to an  annual  distribution  method  from  a
quarterly  distribution  method with the first annual distribution being made on
January 15,  1997.  The  distribution  on April 15, 1996 was the last  scheduled
quarterly distribution made by the Partnership. The increase in distributions to
partners  during the year ended  December  31,  1997 is due to the  receipt of a
settlement  payment on an impaired note during the quarter  ended  September 30,
1996.  The  Partnership   included  these  proceeds  in  the  January  15,  1997
distribution  to  partners.  If the cash  generated  by  Partnership  operations
decrease  below  expectations,  the  distributions  to partners will be adjusted
accordingly.

        Cash  generated  from leasing and financing  operations  has been and is
anticipated  to continue to be sufficient to meet the  Partnership's  continuing
operational expenses.

        Forward-looking  statements in this report are made pursuant to the safe
harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Actual  results could differ from those  anticipated  by some of the  statements
made above. Limited Partners are cautioned that such forward-looking  statements
involve risks and uncertainties including without limitation the following:  (I)
the  Partnership's  plans are subject to change at any time at the discretion of
the General Partner of the Partnership,  (ii) future technological  developments
in the industry in which the Partnership operates, (iii) competitive pressure on
pricing or services,  (iv) substantial  customer defaults or cancellations,  (v)
changes  in  business  conditions  and the  general  economy,  (vi)  changes  in
government regulations affecting the Partnership's core businesses and (vii) the
ability of the Partnership to sell its remaining assets.


                                        7


<PAGE>























               Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                            PHOENIX HIGH TECH/HIGH YIELD FUND,
                            A CALIFORNIA LIMITED PARTNERSHIP

                              YEAR ENDED DECEMBER 31, 1997


















                                        8

<PAGE>












                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Partners of Phoenix  High  Tech/High  Yield  Fund, a  California  limited
partnership:

We have audited the  accompanying  balance sheet of Phoenix High Tech/High Yield
Fund, a California limited  partnership as of December 31, 1997, and the related
statements of operations,  partners'  capital and cash flows for the years ended
December 31, 1997 and 1996. These financial statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Phoenix High Tech/High Yield
Fund, a California Limited  Partnership as of December 31, 1997, and the results
of its  operations  and its cash flows for the years ended December 31, 1997 and
1996, in conformity with generally accepted accounting principles.



San Francisco, California,                               ARTHUR ANDERSEN LLP
  January 23, 1998


                                        9


<PAGE>



                       PHOENIX HIGH TECH/HIGH YIELD FUND,
                        A CALIFORNIA LIMITED PARTNERSHIP
                                  BALANCE SHEET
                 (Amounts in Thousands Except for Unit Amounts)

                                                           December 31, 1997
ASSETS                                                     -----------------

Cash and cash equivalents                                       $  496

Accounts receivable                                                 37

Equipment on operating leases and held for
 lease (net of accumulated depreciation of $56)                   --

Investment in joint ventures                                       130

Other assets                                                         2
                                                                ------
    Total Assets                                                $  665
                                                                ======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

  Accounts payable and accrued expenses                         $   20
                                                                ------

    Total Liabilities                                               20
                                                                ------
Partners' Capital:

  General Partner                                                  (15)

  Limited Partners, 25,000 units authorized,
    7,526 units issued and outstanding                             660
                                                                ------
    Total Partners' Capital                                        645
                                                                ------
    Total Liabilities and Partners' Capital                     $  665
                                                                ======

                 The accompanying notes are an integral part of
                                these statements.


                                       10


<PAGE>



                       PHOENIX HIGH TECH/HIGH YIELD FUND,
                        A CALIFORNIA LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
               (Amounts in Thousands Except for Per Unit Amounts)

                                               For the Years Ended December 31,
                                                    1997              1996
                                                    ----              ----

INCOME

  Rental income                                   $ --              $   33

  Earned income, financing leases                      5                36

  Gain on sale of equipment                         --                  12

  Interest income, notes receivable                   49                34

  Equity in earnings (losses) from
   joint ventures                                    (67)               18

  Gain on sale of securities                          50                43

  Other income                                        31                49
                                                  ------            ------

    Total Income                                      68               225
                                                  ------            ------


EXPENSES

  Amortization of acquisition fees                     4                32

  Management fees to General Partner                   7                40

  Reimbursed administrative costs to
   General Partner                                    10                13

  Recovery of losses on receivables                 --                (190)

  Legal expense                                       22                29

  General and administrative expenses                 31                22
                                                  ------            ------

    Total Expenses                                    74               (54)
                                                  ------            ------

NET INCOME (LOSS)                                 $   (6)           $  279
                                                  ======            ======

NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT    $ (.74)           $35.28
                                                  ======            ======

ALLOCATION OF NET INCOME (LOSS):

  General Partner                                 $ --              $   14

  Limited Partners                                    (6)              265
                                                  ------            ------
                                                  $   (6)           $  279
                                                  ======            ======

                 The accompanying notes are an integral part of
                                these statements.


                                       11


<PAGE>



                       PHOENIX HIGH TECH/HIGH YIELD FUND,
                        A CALIFORNIA LIMITED PARTNERSHIP
                         STATEMENTS OF PARTNERS' CAPITAL
                 (Amounts in Thousands Except for Unit Amounts)


                                  General
                                  Partner's Limited Partners' Unrealized  Total
                                   Amount    Units   Amount     Gains    Amount
                                  --------- ----------------  ---------  -------
Balance, December 31, 1995        $  (14)   7,526   $1,838    $  149     $1,973

Distributions to partners ($37.27
  per limited partnership unit)       (3)    --       (280)     --         (283)

Change in unrealized gains on
  available-for-sale securities     --       --       --        (149)      (149)

Net income                            14     --        265      --          279
                                  ------    -----   ------    ------     ------

Balance, December 31, 1996            (3)   7,526    1,823      --        1,820

Distributions to partners ($153.79
  per limited partnership unit)      (12)    --     (1,157)     --       (1,169)

Net loss                            --       --         (6)     --           (6)
                                  ------    -----   ------    ------     ------

Balance, December 31, 1997        $  (15)   7,526   $  660    $ --       $  645
                                  ======    =====   ======    ======     ======


                 The accompanying notes are an integral part of
                                these statements.


                                       12


<PAGE>



                       PHOENIX HIGH TECH/HIGH YIELD FUND,
                        A CALIFORNIA LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)

                                                          For the Years Ended
                                                           Ended December 31,
                                                            1997       1996
                                                          -------    -------

Operating Activities:

  Net income (loss)                                       $    (6)   $   279
  Adjustments to reconcile net income (loss)
    to net cash provided by operating activities:
      Amortization of acquisition fees                          4         32
      Gain on sale of equipment                              --          (12)
      Equity in losses (earnings) from joint ventures          67        (18)
      Recovery of losses on notes receivable                 --         (190)
      Gain on sale of securities                              (50)       (43)
      Decrease (increase) in accounts receivable                7        (26)
      Decrease in accounts payable and accrued expenses        (4)       (20)
      Increase in other assets                                 (1)      --
                                                          -------    -------

  Net cash provided by operating activities                    17          2
                                                          -------    -------

Investing Activities:

  Principal payments, financing leases                         99        212
  Principal payments, notes receivable                       --          771
  Proceeds from sale of equipment                            --           12
  Proceeds from sale of securities                             50         43
  Distributions from joint ventures                          --           87
                                                          -------    -------

  Net cash provided by investing activities                   149      1,125
                                                          -------    -------

Financing Activities:

  Distributions to partners                                (1,169)      (283)
                                                          -------    -------

  Net cash used by financing activities                    (1,169)      (283)
                                                          -------    -------

Increase (decrease) in cash and cash equivalents           (1,003)       844

Cash and cash equivalents, beginning of period              1,499        655
                                                          -------    -------

Cash and cash equivalents, end of period                  $   496    $ 1,499
                                                          =======    =======

                 The accompanying notes are an integral part of
                                these statements.


                                       13


<PAGE>



                       PHOENIX HIGH TECH/HIGH YIELD FUND,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


Note 1.    Organization and Partnership Matters.

        Phoenix High Tech/High Yield Fund (the  "Partnership"),  was formed as a
California  limited  partnership on July 26, 1988. The initial  Limited  Partner
capital  contribution  of $1,000 was made by Phoenix Leasing  Incorporated  (the
"General  Partner").  The  Partnership's  primary  business  objectives are: (1)
leasing and financing various types of capital  equipment,  primarily to and for
emerging  growth  companies  and, in some cases,  making  secured  loans to such
companies; (2) making secured loans to operators of cable television systems for
acquisition,   refinancing,   construction,   upgrade  and  extension  of  cable
television  systems;  and (3)  engaging in other types of leasing and  financing
arrangements,   including  entering  into  equipment  purchase  and  remarketing
agreements with various  manufacturers  of equipment and software  available for
leasing or licensing by the Partnership.

        The  Partnership  has  also  made  investments  in joint  ventures  with
affiliated  partnerships  managed  by the  General  Partner  for the  purpose of
spreading the risks of financing or acquiring  certain capital  equipment leased
to third parties (see Note 6).

        For financial  reporting  purposes,  Partnership  income is allocated as
follows:  First, to the General Partner until the cumulative income so allocated
is equal to the cumulative  distributions to the General Partner.  Second, 1% to
the General Partner and 99% to the Limited Partners until the cumulative  income
so  allocated  is  equal to any  cumulative  Partnership  loss  and  syndication
expenses,  and the balance,  if any, to the Limited  Partners.  All  Partnership
losses are allocated 1% to the General Partner and 99% to the Limited  Partners.
Syndication  expenses are specially allocated one percent to the General Partner
and 99% to the Limited Partners.

        Distributions.  The  General  Partner is  entitled  to receive 1% of all
distributions  until the Limited  Partners have recovered  their initial capital
contributions  plus a return of 16% per  annum,  compounded  annually,  on their
unrecovered  capital  contributions (the "Priority  Return").  Thereafter,  cash
available for  distribution  will be distributed  20% to the General Partner and
80% to the Limited Partners.

        Bonus Distribution. Pursuant to the Partnership Agreement, upon the 15th
of the  calendar  month  following  the earlier of (1) the  Partnership  raising
$10,000,000,  or (2) the date 12 months  from the date of  release of funds from
the impound account,  the Partnership  made a bonus  distribution to the Limited
Partners who had purchased units prior to that time. The bonus  distribution was
calculated  at 12% per annum  (prorated  for any partial  year) of each  Limited
Partner's  capital  account.  In October of 1990,  the  General  Partner  made a
$571,000 capital contribution to the Partnership in an amount equal to the bonus
distribution  and has acquired 571 units as a Limited Partner in return for such
contribution.  Distributions  pursuant  to the  bonus  distribution  will  count
towards the Priority Return.

        In the event the General  Partner  has a deficit  balance in its capital
account  at the  time  of  Partnership  liquidation,  it  will  be  required  to
contribute the amount of such deficit to the Partnership.

        As compensation  for services  performed in connection with the analysis
of   equipment   available  to  the   Partnership   and  analysis  of  financing
transactions, the General Partner receives an acquisition and loan placement fee
equal to 4% of (a) the purchase price of equipment  acquired by the Partnership,
(b) financing  provided to businesses such as emerging growth companies or cable
television  system  operators,  or (c) the purchase price of equipment leased by
manufacturers,  the financing for which is provided by the Partnership,  in each
case payable upon such acquisition or loan  transaction,  as the case may be. In
addition, as compensation for management services,  the General Partner receives
a management  fee payable  quarterly  equal to 3.5% of the  Partnership's  gross
revenues.  Such revenues include loan payments,  rental receipts,  proceeds from
the sale of  equipment  and  other  income  (other  than  interest  income  from
short-term,  temporary  investments).  Acquisition  fees are amortized  over the
average expected life of the assets, principally on a straight-line basis.

        Schedule  of  compensation  paid and  distributions  made to the General
Partner for the years ended December 31,


                                       14


<PAGE>



                                                 1997              1996
                                                 ----              ----
                                                (Amounts in Thousands)

        Management fees                        $     7           $    40
        Cash distributions                          12                 3
                                               -------           -------

                                               $    19           $    43
                                               =======           =======


Note 2.    Summary of Significant Accounting Policies.

        Cash and Cash Equivalents.  This includes deposits at banks, investments
in money  market  funds and other  highly  liquid  short-term  investments  with
original maturities of less than 90 days.

        Credit  and   Collateral.   The   Partnership's   activities  have  been
concentrated  in  the  equipment  leasing  and  financing  industry.   A  credit
evaluation  is performed  by the General  Partner for all leases and loans made,
with  the  collateral  requirements  determined  on a  case-by-case  basis.  The
Partnership's  loans are generally  secured by the equipment or assets  financed
and, in some cases,  other collateral of the borrower.  In the event of default,
the  Partnership  has the right to foreclose upon the collateral  used to secure
such loans.

        Leasing  Operations.  The Partnership's  leasing  operations  consist of
financing and operating  leases.  The financing  method of accounting for leases
records as  unearned  income at the  inception  of the lease,  the excess of net
rentals  receivable  and estimated  residual value at the end of the lease term,
over the cost of equipment leased. Unearned income is credited to income monthly
over the term of the lease on a declining basis to provide an approximate  level
rate of  return  on the  unrecovered  cost of the  investment.  Direct  costs of
consummating new leases are capitalized and included in the cost.

        Under  the  operating  method  of  accounting  for  leases,  the  leased
equipment  is recorded as an asset at cost and  depreciated  on a  straight-line
basis over the estimated useful life, ranging up to seven years.

           Rental  income  for the year is  determined  on the  basis of  rental
payments  due for the  period  under the  terms of the  lease.  Maintenance  and
repairs of the leased equipment are charged to expense.

        Portfolio  Valuation  Methodology.  The  Partnership  uses the portfolio
method of accounting for the net realizable value of the Partnership's equipment
portfolio.

        Investment  in  Joint  Ventures.   Investments  in  net  assets  of  the
foreclosed cable systems joint ventures reflect the  Partnership's  equity basis
in the ventures. Under the equity method of accounting,  the original investment
is recorded at cost and is adjusted  periodically to recognize the Partnership's
share of earnings,  losses,  cash contributions and cash distributions after the
date of acquisition.

        Reclassification. Certain 1996 amounts have been reclassified to conform
to the 1997 presentation.

        Use of Estimates.  The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.


Note 3.    Accounts Receivable.

        Accounts receivable consist of the following at December 31:


                                       15


<PAGE>



                                                             1997
                                                             ----
                                                     (Amounts in Thousands)

        Lease payments                                     $     4
        General Partner and Affiliates                          10
        Property tax                                             2
        Other                                                   21
                                                           -------

           Total                                           $    37
                                                           =======


Note 4.    Notes Receivable.

        Generally,  notes  receivable are classified as impaired and the accrual
of  interest  on such notes are  discontinued  when the  contractual  payment of
principal  or  interest  has become 90 days past due or  management  has serious
doubts about further  collectibility of the contractual  payments.  Any payments
received  subsequent  to the  placement  of the note  receivable  on to impaired
status will generally be applied towards the reduction of the  outstanding  note
receivable  balance,  which may include  previously  accrued interest as well as
principal.  Once the principal and accrued  interest balance has been reduced to
zero, the remaining payments will be applied to interest income.

        During the year ended  December 31,  1996,  the  Partnership  received a
settlement on a note  receivable from a cable  television  system operator which
was considered to be impaired.  The Partnership  received a partial  recovery of
$672,000 as a settlement  which was applied  towards the $1,188,000  outstanding
note  receivable  balance.  The  remaining  balance of $516,000 was  written-off
through its related  allowance for loan losses  provided for in a previous year.
Upon receipt of the settlement of this note receivable,  the Partnership reduced
the  allowance  for loan losses by $190,000  during the year ended  December 31,
1996.  This  reduction in the allowance for loan losses was recognized as income
during the period.

        The average recorded  investment in impaired loans during the year ended
December  31,  1996  was  approximately  $619,000.  The  Partnership  recognized
interest  income on  impaired  loans  during the year ended  December  31,  1996
totaling $34,000.

        During  the year ended  December  31,  1997,  the  Partnership  received
additional  settlement proceeds of $49,000 from a defaulted note receivable with
a net carrying value of $0.


Note 5.    Equipment on Operating Leases.

        Equipment  on lease  consists  of capital  equipment  leased to emerging
growth companies  subject to operating leases.  The  Partnership's  equipment on
operating leases is fully depreciated.

        The Partnership has entered into direct lease  arrangements with certain
lessees.   Generally,  it  is  the  responsibility  of  the  lessee  to  provide
maintenance on leased equipment.  The General Partner  administers the equipment
portfolio of leases acquired through the direct leasing program.  Administration
includes  the  collection  of rents  from the  lessees  and  remarketing  of the
equipment.


Note 6.    Investment in Joint Ventures.

Foreclosed Cable Systems Joint Ventures

        The  Partnership  owns an interest in  foreclosed  cable  systems  joint
ventures,  along with other partnerships  managed by the General Partner and its
affiliates.  The Partnership  foreclosed upon  nonperforming  outstanding  notes
receivable to cable  television  operators to whom the  Partnership,  along with
other  affiliated  partnerships  managed by the General  Partner,  had  extended
credit. The partnerships'  notes receivables were exchanged for interests (their
capital contribution), on a pro rata basis, in newly formed joint ventures owned
by the  partnerships  and  managed by the  General  Partner.  Title to the cable
television  systems  is  held  by the  joint  ventures.  These  investments  are
accounted for using the equity method of accounting.


                                       16


<PAGE>



        The joint ventures owned by the Partnership, along with their percentage
ownership is as follows:

                                                                  Percentage
           Joint Venture                                          Ownership
           -------------                                          ---------
           Phoenix Black Rock Cable J.V.(1)                          2.45%
           Phoenix Pacific Northwest J.V.                           19.82
           Phoenix Independence Cable, LLC                          17.75

        (1)cable system sold and joint venture closed during 1996.

        An analysis of the  Partnership's  net  investment in  foreclosed  cable
systems joint ventures is as follows:
<TABLE>
<CAPTION>
                     Net Investment                 Equity in                 Net Investment
                      at Beginning                  Earnings                      at End
Date                   of Period     Contributions  (Losses)   Distributions     of Period
----                 --------------  -------------  ---------  -------------  --------------
                                               (Amounts in Thousands)
<S>                      <C>           <C>           <C>         <C>              <C>
Year Ended
  December 31, 1996      $  266        $  -          $   18      $   87           $  197
                         ======        ======        ======      ======           ======

Year Ended
  December 31, 1997      $  197        $  -          $  (67)     $  -             $  130
                         ======        ======        ======      ======           ======
</TABLE>
        The aggregate  combined  financial  information of the foreclosed  cable
systems joint ventures is presented as follows:

                                                    December 31, 1997
                                                    -----------------
                                                  (Amounts in Thousands)

        Assets                                         $   909
        Liabilities                                        240
        Partners' Capital                                  669

                                             For the Years Ended December 31,
                                                  1997              1996
                                                  ----              ----
                                                  (Amounts in Thousands)

        Revenue                                $   404           $ 1,682
        Expenses                                   778               652
        Net Income (Loss)                         (374)            1,030

        Phoenix  Cable  Management  Inc.  (PCMI),  an  affiliate  of the General
Partner,  provides  day  to day  management  services  in  connection  with  the
operation of the foreclosed  cable systems joint ventures.  The foreclosed cable
systems  joint  ventures  will pay a  management  fee equal to four and one-half
percent of the  System's  monthly  gross  revenue for these  services.  Revenues
subject to a management  fee at the joint  venture  level will not be subject to
management fees at the Partnership level.


Note 7.    Accounts Payable and Accrued Expenses.

        Accounts  payable  and  accrued  expenses  consist of the  following  at
December 31:


                                       17


<PAGE>



                                                          1997
                                                          ----
                                                  (Amounts in Thousands)

        General Partner and affiliates                  $     1
        Security deposits                                     6
        Equipment lease operations                            1
        Other                                                12
                                                        -------

           Total                                        $    20
                                                        =======


Note 8.    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 accompanying financial statements of the Partnership.

        The net difference between the tax basis and the reported amounts of the
Partnership's assets and liabilities are as follows at December 31, 1997:

                             Reported Amounts      Tax Basis     Net Difference
                             ----------------      ---------     --------------
                                            (Amounts in Thousands)

        Assets                   $  665             $  652           $  13
        Liabilities                  20                 19               1


Note 9.    Related Entities.

        The General  Partner and its affiliates also are, or have been a general
partner in other limited  partnerships,  most of which are generally  engaged in
the equipment leasing business,  but some of which provide financing to emerging
growth companies and operators of cable television systems.


Note 10.   Reimbursed Costs to the General Partner.

        The General Partner incurs certain  administrative  costs,  such as data
processing,   investor   and  lessee   communications,   lease   administration,
accounting,  equipment  storage  and  equipment  remarketing,  for  which  it is
reimbursed by the  Partnership.  These expenses  incurred by the General Partner
are to be  reimbursed at the lower of the actual costs or an amount equal to 90%
of the fair market value for such services.

        The reimbursed  administrative costs to the General Partner were $10,000
and $13,000 for the years ended  December 31, 1997 and 1996,  respectively.  The
equipment  storage,  remarketing  and data  processing  costs  reimbursed to the
General Partner during the years ended December 31, 1997 and 1996 were $0.

        In  addition,  the  General  Partner  receives a  management  fee and an
acquisition fee for services rendered in connection with equipment  acquisitions
(see Note 1).


Note 11.   Net Income (Loss) and Distributions per Limited Partnership Unit.

        Net income (loss) and  distributions  per limited  partnership unit were
based on the Limited Partners' share of net income (loss) and distributions, and
the weighted  average  number of units  outstanding of 7,526 for the years ended
December 31, 1997 and 1996.  For the purposes of  allocating  income  (loss) and
distributions to each individual Limited Partner, the Partnership  allocates net
income (loss) and  distributions  based upon each respective  Limited  Partner's
ending capital account balance.


                                       18


<PAGE>



Note 12.   Fair Value of Financial Instruments.

        The  carrying  amounts  reported on the balance  sheet for cash and cash
equivalents,  available-for-sale securities and notes receivable approximate the
fair values.


Note 13.   Subsequent Events.

        In January 1998, cash  distributions of $4,000 and $386,000 were made to
the General and Limited Partners, respectively.


                                       19


<PAGE>



Item 8.    Disagreements on Accounting and Financial Disclosure Matters.

        None.


                                    PART III

Item 9.    Directors and Executive Officers of the Registrant.

        The registrant is a limited partnership and, therefore, has no executive
officers or directors.  The general partner of the registrant is Phoenix Leasing
Incorporated,  a California corporation. The directors and executive officers of
Phoenix Leasing Incorporated (PLI) are as follows:

        GUS  CONSTANTIN,  age 60, is President,  Chief  Executive  Officer and a
Director of PLI. Mr.  Constantin  received a B.S. degree in Engineering from the
University of Michigan and a Master's Degree in Management Science from Columbia
University.  From 1969 to 1972,  he served as Director,  Computer and  Technical
Equipment of DCL Incorporated  (formerly Diebold Computer Leasing Incorporated),
a  corporation  formerly  listed on the  American  Stock  Exchange,  and as Vice
President  and  General  Manager  of DCL  Capital  Corporation,  a  wholly-owned
subsidiary of DCL Incorporated. Mr. Constantin was actively engaged in marketing
manufacturer  leasing programs to computer and medical  equipment  manufacturers
and in directing DCL Incorporated's IBM System/370 marketing  activities.  Prior
to  1969,  Mr.  Constantin  was  employed  by IBM as a data  processing  systems
engineer for four years. Mr. Constantin is an individual general partner in four
active partnerships and is an NASD registered  principal.  Mr. Constantin is the
founder of PLI and the  beneficial  owner of all of the common  stock of Phoenix
American Incorporated.

        GARY W. MARTINEZ,  age 47, is Executive Vice President,  Chief Operating
Officer and a Director of PLI. He has been  associated  with PLI since 1976.  He
manages the Asset Management Department, which is responsible for lease and loan
portfolio   management.   This  includes   credit   analysis,   contract  terms,
documentation  and  funding;  remittance  application,   change  processing  and
maintenance  of customer  accounts;  customer  service,  invoicing,  collection,
settlements and litigation;  negotiating lease renewals,  extensions,  sales and
buyouts; and management information  reporting.  From 1973 to 1976, Mr. Martinez
was a Loan Officer with Crocker National Bank, San Francisco.  Prior to 1973, he
was an Area Manager with Pennsylvania Life Insurance Company.  Mr. Martinez is a
graduate of California State University, Chico.

        HOWARD SOLOVEI, age 36, is the Chief Financial Officer,  Treasurer and a
Director  of PLI.  He has been  associated  with PLI  since  1984.  Mr.  Solovei
oversees  the  Finance  Department.  He  is  responsible  for  the  structuring,
planning,  and monitoring of the  partnerships  sponsored by the General Partner
and its  affiliates,  as well as  maintaining  the  banking  relationships.  Mr.
Solovei graduated with a B.S. in Business  Administration from the University of
California, Berkeley.

        BRYANT J. TONG, age 43, is Senior Vice President,  Financial  Operations
and a Director of PLI. He has been with PLI since 1982.  Mr. Tong is responsible
for  investor  services and overall  company  financial  operations.  He is also
responsible  for  the  technical  and  administrative  operations  of  the  cash
management,  corporate accounting,  partnership accounting,  accounting systems,
internal  controls and tax  departments,  in addition to Securities and Exchange
Commission and other regulatory agency reporting.  Prior to his association with
PLI, Mr. Tong was  Controller-Partnership  Accounting  with the Robert A. McNeil
Corporation for two years and was an auditor with Ernst & Whinney  (succeeded by
Ernst & Young) from 1977 through 1980. Mr. Tong holds a B.S. in Accounting  from
the University of California, Berkeley, and is a Certified Public Accountant.

        CYNTHIA E. PARKS, age 42, is Senior Vice President,  General Counsel and
Assistant  Secretary  of PLI.  Prior to joining  PLI in 1984,  she was with GATX
Leasing  Corporation,  and had  previously  been  Corporate  Counsel  for  Stone
Financial  Companies,  and an Assistant  Vice  President of the Bank of America,
Bank Amerilease  Group. She has a Bachelor's degree from Santa Clara University,
and earned her J.D. from the University of San Francisco School of Law.

        Neither the General  Partner  nor any  Executive  Officer of the General
Partner has any family relationship with the others.

        Phoenix  Leasing  Incorporated  or  its  affiliates  and  the  executive
officers of the General  Partner  serve in a similar  capacity to the  following
affiliated limited partnerships:


                                       20


<PAGE>



           Phoenix Leasing American Business Fund, L.P.
           Phoenix Leasing Cash Distribution Fund V, L.P.
           Phoenix Income Fund, L.P.
           Phoenix Leasing Cash Distribution Fund IV
           Phoenix Leasing Cash Distribution Fund III and
           Phoenix Leasing Income Fund VII

Disclosure Pursuant to Section 16, Item 405 of Regulation S-K:

        The General  Partner (and any corporate  general  partner of the General
Partner) of the  Registrant,  and the executive  officers of the General Partner
(or any corporate  general  partner of the General  Partner) of the  Registrant,
file reports  pursuant to Section 16(a) of the Securities  Exchange Act of 1934,
as amended.  Based solely on the Registrant's review of the copies of such forms
received by the Registrant,  the Registrant believes that, during 1997, all such
required  reports  were filed on a timely  basis,  except for  reports on Form 3
(Initial  Statement of Beneficial  Ownership of Securities) filed late by Howard
Solovei and Cynthia E. Parks,  each an executive  officer of the General Partner
(or any corporate general partner of the General Partner) of the Registrant.  No
units of limited partnership interest are held by such executive officers.

Certain Legal Proceedings.

        On October 28, 1997 a Class Action  Complaint was filed against  Phoenix
Leasing  Incorporated,  Phoenix  Leasing  Associates,  II and III L.P.,  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  seeks  declaratory and other relief  including  accounting,
receivership,  imposition of  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.  The  Companies  received  an  extension  of  time to  answer  the
Complaint  and formal  discovery  has not  commenced.  The  Companies  intend to
vigorously defend the Complaint.


Item 10.   Executive Compensation.

        Set forth is the information relating to all direct remuneration paid or
accrued by the Registrant during the last year to the General Partner.
<TABLE>
<CAPTION>
        (A)                 (B)                             (C)                                (D)

                                                      Cash and cash-                      Aggregate of
Name of Individual      Capacities in                 equivalent forms                    contingent forms
or persons in group     which served                  of remuneration                     of remuneration
-------------------     -------------      -------------------------------------------    ----------------
                                                   (C1)                    (C2)
                                                                  Securities or property
                                       Salaries, fees, directors' insurance benefits or
                                       fees, commissions, and     reimbursement, personal
                                       bonuses                    benefits
                                       -------------------------  -----------------------
                                                      (Amounts in Thousands)
<S>                     <C>                    <C>                        <C>                  <C>
Phoenix Leasing
  Incorporated          General Partner        $   7(1)                   $   0                $   0
                                                ====                       ====                 ====

(1)  consists of management fees.
</TABLE>

Item 11.   Security Ownership of Certain Beneficial Owners and Management.

        (a)As of December 31, 1997,  the  following  investors  had a beneficial
           ownership  of more  than 5% of the  outstanding  Limited  Partnership
           units:


                                       21


<PAGE>


<TABLE>
<CAPTION>
                          Name and Address                Amount and Nature of           Percent
    Title of Class        of Beneficial Owner             Beneficial Ownership           of Class
    --------------        -------------------             --------------------           --------
    <S>                   <C>                                 <C>                         <C>
    Limited Partner       Independent Life & Accident         1,000 units                 13.29%
                          Insurance Company
                          One Independent Drive
                          Jacksonville, FL  32276

    Limited Partner       Phoenix Leasing Incorporated        576.7 units                  7.66%
                          2401 Kerner Boulevard
                          San Rafael, CA  94901

        (b)The General Partner of the Registrant  owns the equity  securities of
           the Registrant set forth in the following table:
</TABLE>

<TABLE>
<CAPTION>
             (1)                                  (2)                                   (3)
        Title of Class                 Amount Beneficially Owned                 Percent of Class
        --------------                 -------------------------                 ----------------
    <S>                        <C>                                                      <C>
    General Partner Interest   Represents a 1% interest in the Registrant's              100%
                               profits and distributions, until the Limited
                               Partners have recovered their capital contribu-
                               tions plus a cumulative return of 16% per annum,
                               compounded quarterly, on the unrecovered portion
                               thereof. Thereafter, the General Partner will
                               receive 20% interest in the Registrant's profits
                               and distributions.

    Limited Partner Interest   576.7 units                                              7.66%
</TABLE>

Item 12.   Certain Relationships and Related Transactions.

        None.

                                     PART IV

Item 13.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

                                                                       Page No.
                                                                       --------
(a)     1. Financial Statements:

           Balance Sheets as of December 31, 1997                         10
           Statement of Operations for the Years Ended
            December 31, 1997 and 1996                                    11
           Statements of Partners' Capital for the Years
            Ended December 31, 1997 and 1996                              12
           Statements of Cash Flows for the Years Ended
            December 31, 1997 and 1996                                    13
           Notes to Financial Statements                               14-19

        All other schedules are omitted because they are not applicable,  or not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.

(b)     Reports on Form 8-K:

        No reports on Form 8-K were filed for the quarter ended December 31,1997

(c)     Exhibits:

        21.Additional Exhibits:
           Balance Sheets of Phoenix Leasing Incorporated           E21 1-14

        27.Financial Data Schedule.


                                       22


<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 HIGH TECH/HIGH YIELD FUND,
                                         A CALIFORNIA LIMITED PARTNERSHIP
                                                    (Registrant)

                                         BY:   PHOENIX LEASING INCORPORATED,
                                               A CALIFORNIA CORPORATION
                                               GENERAL PARTNER


        Date:  March 24, 1998            By:   /S/ GUS CONSTANTIN
               --------------                  -------------------------
                                               Gus Constantin, President

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

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

/S/ GUS CONSTANTIN     President, Chief Executive Officer and a   March 24, 1998
--------------------   Director of Phoenix Leasing Incorporated   --------------
(Gus Constantin)       General Partner


/S/ GARY W. MARTINEZ   Executive Vice President,                  March 24, 1998
--------------------   Chief Operating Officer                    --------------
(Gary W. Martinez)     and a Director of
                       Phoenix Leasing Incorporated
                       General Partner


/S/ HOWARD SOLOVEI     Chief Financial Officer,                   March 24, 1998
--------------------   Treasurer and a Director of                --------------
(Howard Solovei)       Phoenix Leasing Incorporated
                       General Partner


/S/ BRYANT J. TONG     Senior Vice President,                     March 24, 1998
--------------------   Financial Operations                       --------------
(Bryant J. Tong)      (Principal Accounting Officer)
                       and a Director of
                       Phoenix Leasing Incorporated
                       General Partner


                                       23