Page 1 of 27


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   -----------

                                    FORM 10-K

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

For the fiscal year ended December 31, 1995       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-K 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-K or any amendment to this
Form 10-K.
           -----

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
                                    -----     -----

As of December  31,  1995,  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, 1995.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>


                                                                    Page 2 of 27




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

                          1995 FORM 10-K 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.  Selected Financial Data.......................................     5
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations...........................     6
Item 8.  Financial Statements and Supplementary Data...................     8
Item 9.  Disagreements on Accounting and Financial Disclosure Matters..    23


                                    PART III

Item 10. Directors and Executive Officers of the Registrant............    23
Item 11. Executive Compensation........................................    24
Item 12. Security Ownership of Certain Beneficial Owners and 
         Management....................................................    24
Item 13. Certain Relationships and Related Transactions................    25


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on 
         Form 8-K......................................................    25


Signatures.............................................................    26


<PAGE>


                                                                    Page 3 of 27


                                     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,
1995,  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 2.95%. 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 is 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 has acquired cable  television and
related equipment and leases such equipment to third parties.


<PAGE>


                                                                    Page 4 of 27


              Loans  to cable  system  operators  are  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  have   experienced   financial   difficulties.   These
difficulties are believed to have been caused by several factors.  Some of these
factors are: 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 have
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 have gone into default.  The
result is that the Partnership has not received scheduled  payments,  has had to
grant loan extensions, has experienced an increase in legal and collection costs
and in some cases,  has 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.  These cable systems
currently  generate a positive monthly cash flow and provided cash distributions
to the  Partnership  during  1995 and 1994.  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.

         As of  December  31,  1995,  the  Partnership  owns  equipment  and has
outstanding  loans to borrowers  with an aggregate  original cost of $2,555,000.
The  equipment  and loans have been made to  customers  located  throughout  the
United States.  The following  table  summarizes the type of equipment  owned or
financed by the Partnership.

                                                                Percentage of
         Asset Types                       Purchase Price(1)    Total Assets
         -----------                       -----------------    -------------
                                        (Amounts in Thousands)

Financing Related to Cable
  Television Systems                             $1,550               61%
Capital Equipment Leased to
  Emerging Growth Companies                       1,005               39
                                                 ------              ---
TOTAL                                            $2,555              100%
                                                 ======              ===

(1) These amounts include cost of equipment on financing  leases of $854,000 and
    original cost of outstanding loans of $1,550,000 at December 31, 1995.


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.


<PAGE>


                                                                    Page 5 of 27


                                     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, 1995
                 --------------                       -----------------------

                Limited Partners                                 379


Item 6.  Selected Financial Data.

                              Amounts in Thousands Except for Per Unit Amounts
                              ------------------------------------------------
                                1995      1994      1993      1992      1991
                                ----      ----      ----      ----      ----

Total Income                 $   209   $   343   $   770   $   775   $   795

Net Income (Loss)               (558)      163       243        91       369

Total Assets                   2,017     3,271     4,440     5,090     5,652

Distributions to Partners        816     1,362       779       780       775

Net income (loss) per Limited
  Partnership Unit            (73.40)    19.89     31.20     11.07     47.96

Distributions per Limited
  Partnership Unit            107.28    179.21    102.53    102.60    101.95

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes appearing elsewhere in this report.


<PAGE>


                                                                    Page 6 of 27


Item 7.  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 $558,000  during the year ended  December 31, 1995, as compared to net income
of $163,000 and $243,000 during 1994 and 1993, respectively. The net loss during
1995 is mainly attributable to a provision for losses on receivables of $563,000
recognized  during 1995.  The decrease in net income during 1994, as compared to
1993, is attributable to a decrease in interest income from notes receivable.

         Total revenues  decreased by $134,000 during 1995, as compared to 1994.
This  decrease  was  primarily  the result of a decrease  in earned  income from
financing  leases of $43,000  and the  absence  of a gain on sale of  marketable
securities,  as compared to the gain on sale of marketable securities of $64,000
during 1994.  The increase in interest  income from notes  receivable of $32,000
during  1995,  as compared  to 1994,  was the result of the payoffs of two notes
receivable from cable  television  system  operators that had been classified as
impaired.  The Partnership had suspended the accrual of interest income on these
notes.  Upon the payoff,  the  proceeds  were first  applied to the  outstanding
principal and accrued  interest,  with the excess recognized as interest income.
On one of these notes, the Partnership received a settlement payoff in excess of
the net carrying value, thereby recognizing interest income for the excess.

         Total revenues  decreased by $427,000 during 1994, as compared to 1993,
primarily due to decreases in interest  income from notes  receivable and rental
income. The primary factor  contributing to the decrease of interest income from
notes  receivable  during  1994,  when  compared to 1993,  is the  Partnership's
remaining  notes  receivable  being  classified as impaired and the  Partnership
suspending the recognition of interest income on such notes.

         Total  expenses  increased by $587,000  during 1995,  but  decreased by
$347,000  during 1994, as compared to the same periods in the previous year. The
increase in expenses  during 1995, as compared to 1994, is due to an increase in
the provision for losses on  receivables.  This  provision was deemed  necessary
pursuant to the review of the Partnership's remaining note receivable to a cable
television  system  operator.  The decrease in total  expenses  during 1994,  as
compared to 1993,  is  attributable  to a decrease in  depreciation  expense and
provision for losses on receivables.  As of December 31, 1994, a majority of the
equipment was fully depreciated.

         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  inflation has been
low, thereby having very little impact upon the Partnership.

Liquidity and Capital Resources

         The   Partnership's   primary  source  of  liquidity   comes  from  its
contractual  obligations  with lessees and borrowers to receive rental  payments
and payments of principal and interest. As the initial lease terms of the leases
expire,  the  Partnership  will  re-lease  or sell  the  equipment.  The  future
liquidity of the Partnership will depend upon the General  Partner's  success in
collecting  scheduled  contractual  payments  from its  lessees  and  borrowers.
Additionally,  the Partnership has investments in foreclosed cable systems joint
ventures from which it receives cash  distributions of the excess cash generated
by operations.  The  Partnership  will also receive a share of the cash when the
cable television system is sold.

         The cash  generated by leasing and  financing  activities  was $699,000
during  1995,  as  compared  to $641,000  and  $1,240,000  during 1994 and 1993,
respectively. The increase in cash generated by leasing and financing activities
during 1995 was due to the increase in payments  from notes  receivable.  During
1995,  the  Partnership  received  settlement  payoffs from two defaulted  notes
receivable.  The decrease in cash generated by leasing and financing  activities
during 1994, was due to a reduction in payments from notes receivable.

         As of December 31, 1995, the Partnership owned equipment being held for
lease with an  original  cost of $89,000 and a net book value of $0, as compared
to $244,000  and $4,000 at December 31,  1994.  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 $816,000,  $1,362,000 and $779,000
during 1995,  1994 and 1993,  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  $808,000, $1,349,000  and $771,000 in  distributions  during

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                                                                    Page 7 of 27


1995, 1994 and 1993, respectively.  The cumulative cash distributions to limited
partners are  $5,557,000,  $4,749,000 and $3,400,000 at December 31, 1995,  1994
and 1993, respectively.  The General Partner received $8,000, $13,000 and $8,000
for  its  share  of  the  cash   distributions   during  1995,  1994  and  1993,
respectively.

         The  Partnership  made a quarterly  distribution to partners on January
15, 1996 and plans to make another  quarterly  distribution to partners on April
15,  1996 at the same  rate as the  July 15,  1995  distribution.  However,  the
Partnership will switch to an annual  distribution  method thereafter,  with the
first  annual  distribution  to be made on January 15, 1997.  The  Partnership's
ability  to  distribute  cash to  partners  is  dependent  upon the  Partnership
receiving its contractual  payments from notes receivable and financing  leases.
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.


<PAGE>


                                                                    Page 8 of 27
















               Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

                              YEAR ENDED DECEMBER 31, 1995


<PAGE>


                                                                    Page 9 of 27

                    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 sheets of Phoenix High Tech/High Yield
Fund, a California  Limited  Partnership,  as of December 31, 1995 and 1994, and
the related statements of operations,  partners' capital and cash flows for each
of the three  years in the period  ended  December  31,  1995.  These  financial
statements  and the  schedule  referred to below are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements and schedule 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, 1995 and 1994, and
the results of its  operations and its cash flows for each of the three years in
the period ended  December 31,  1995,  in  conformity  with  generally  accepted
accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a  whole.  The  schedule  listed  in  Item  14,
subsection (a) 2, is presented for purposes of complying with the Securities and
Exchange  Commission's  rules and is not a required part of the basic  financial
statements.  This schedule has been subjected to the auditing procedures applied
in the audits of the basic financial  statements and, in our opinion,  is fairly
stated in all material  respects in relation to the basic  financial  statements
taken as a whole.


San Francisco, California,                                   ARTHUR ANDERSEN LLP
  January 19, 1996


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                                                                   Page 10 of 27

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

                                                               December 31,
                                                              1995      1994
                                                              ----      ----
ASSETS

Cash and cash equivalents                                  $   655   $   755

Accounts receivable (net of allowance for losses
   on accounts receivable of $0 and $1 at
   December 31, 1995 and 1994, respectively)                    18        21

Notes receivable (net of allowance for losses on
   notes receivable of $706 and $202 at December
   31, 1995 and 1994, respectively)                            581     1,685

Marketable securities, available-for-sale                      149      --

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $56 and
   $145 at December 31, 1995 and 1994, respectively)          --           4

Net investment in financing leases                             311       541

Investment in joint ventures                                   266       181

Capitalized acquisition fees (net of accumulated
   amortization of $260 and $214 at December 31,
   1995 and 1994, respectively)                                 36        81

Other assets                                                     1         3
                                                           -------   -------
     Total Assets                                          $ 2,017   $ 3,271
                                                           =======   =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

   Accounts payable and accrued expenses                   $    44   $    73
                                                           -------   -------
     Total Liabilities                                          44        73
                                                           -------   -------

Partners' Capital:

   General Partner                                             (14)     --

   Limited Partners, 25,000 units authorized,
    7,526 units issued and outstanding at
    December 31, 1995 and 1994                               1,838     3,198

   Unrealized gains on marketable securities
    available-for-sale                                         149      --
                                                           -------   -------
     Total Partners' Capital                                 1,973     3,198
                                                           -------   -------
     Total Liabilities and Partners' Capital               $ 2,017   $ 3,271
                                                           =======   =======

                     The accompanying notes are an integral
                            part of these statements.

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                                                                   Page 11 of 27

                       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,
                                                  1995      1994      1993
                                                  ----      ----      ----
INCOME

   Rental income                               $    12    $   17    $  161

   Earned income, financing leases                  75       118       188

   Gain on sale of equipment                         4        38        23

   Interest income, notes receivable                85        53       339

   Equity in earnings from joint ventures            2        10        26

   Gain on sale of marketable securities          --          64      --

   Other income                                     31        43        33
                                               -------    ------    ------

     Total Income                                  209       343       770
                                               -------    ------    ------


EXPENSES

   Depreciation and amortization                    50        69       257

   Lease related operating expenses               --           7        13

   Management fees to General Partner               30        22        51

   Reimbursed administrative costs
     to General Partner                             17        23        27

   Provision for losses on receivables             563        (9)       88

   Legal expense                                    81        33        51

   General and administrative expenses              26        35        40
                                               -------    ------    ------

     Total Expenses                                767       180       527
                                               -------    ------    ------


NET INCOME (LOSS)                              $  (558)   $  163    $  243
                                               =======    ======    ======

NET INCOME (LOSS) PER
  LIMITED PARTNERSHIP UNIT                     $(73.40)   $19.89    $31.20
                                               =======    ======    ======

ALLOCATION OF NET INCOME (LOSS):

   General Partner                             $    (6)   $   13    $    8

   Limited Partners                               (552)      150       235
                                               -------    ------    ------
                                               $  (558)   $  163    $  243
                                               =======    ======    ======

                     The accompanying notes are an integral
                            part of these statements.

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                                                                   Page 12 of 27

                       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, 1992        $  --      7,526  $ 4,933   $  --     $ 4,933

Distributions to partners ($102.53
   per limited partnership unit)       (8)    --       (771)     --        (779)

Net income                              8     --        235      --         243
                                  -------  -------  -------   -------   -------

Balance, December 31, 1993           --      7,526    4,397      --       4,397

Distributions to partners ($179.21
   per limited partnership unit)      (13)    --     (1,349)     --      (1,362)

Net income                             13     --        150      --         163
                                  -------  -------  -------   -------   -------

Balance, December 31, 1994           --      7,526    3,198      --       3,198

Distributions to partners ($107.28
   per limited partnership unit)       (8)    --       (808)     --        (816)

Unrealized gains on available-
   for-sale securities               --       --       --         149       149

Net loss                               (6)    --       (552)     --        (558)
                                  -------  -------  -------   -------   -------

Balance, December 31, 1995        $   (14)   7,526  $ 1,838   $   149   $ 1,973
                                  =======  =======  =======   =======   =======

                     The accompanying notes are an integral
                            part of these statements.

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                                                                   Page 13 of 27

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

                                                For the Years Ended December 31,
                                                    1995      1994      1993
                                                    ----      ----      ----
Operating Activities:

   Net income (loss)                             $  (558)  $   163   $   243
   Adjustments to reconcile net income
     (loss) to net cash provided by 
     operating activities:
       Depreciation and amortization                  50        69       257
       Gain on sale of equipment                      (4)      (38)      (23)
       Equity in earnings from joint ventures         (2)      (10)      (26)
       Provision for losses on notes receivable      558        22        64
       Provision for losses on accounts receivable     5       (31)       24
       Gain on sale of marketable securities        --         (64)     --
       Decrease (increase) in accounts receivable     (2)       15        43
       Increase (decrease) in accounts
         payable and accrued expenses                (29)       30      (114)
       Decrease in other assets                        2      --         111
                                                 -------   -------   -------

   Net cash provided by operating activities          20       156       579
                                                 -------   -------   -------

Investing Activities:

   Principal payments, financing leases              227       298       344
   Principal payments, notes receivable              452       187       317
   Proceeds from sale of equipment                     6        50        80
   Proceeds from sale of marketable securities      --          64      --
   Distributions from joint ventures                  11        23       169
   Investment in financing leases                   --        --        (507)
   Payment of acquisition fees                      --        --         (19)
                                                 -------   -------   -------

   Net cash provided by investing activities         696       622       384
                                                 -------   -------   -------

Financing Activities:

   Distributions to partners                        (816)   (1,362)     (779)
                                                 -------   -------   -------

   Net cash used by financing activities            (816)   (1,362)     (779)
                                                 -------   -------   -------

Increase (decrease) in cash and cash equivalents    (100)     (584)      184

Cash and cash equivalents, beginning of period       755     1,339     1,155
                                                 -------   -------   -------

Cash and cash equivalents, end of period         $   655   $   755   $ 1,339
                                                 =======   =======   =======

                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                   Page 14 of 27

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1995


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   intends  to  make   quarterly
distributions throughout the life of the Partnership.  Additionally, in order to
provide  funds  for   Partnership   investments,   while  still  providing  cash
distributions  for Limited  Partners to pay any resulting tax liability from the
Partnership,  the General  Partner  anticipates  that for investors  admitted as
Limited Partners in 1989, the  distributions  made in 1990 through 1992, and for
investors  admitted in 1990, the distributions made in 1991 through 1993 were in
an amount  at least  equal to  approximately  40% of the  taxable  income of the
Partnership  allocated to such Limited  Partner for the prior year (that is, the
estimated tax liability  attributed to an investment in the Partnership),  or 4%
of such  Limited  Partner's  original  capital  contribution,  prorated  for any
partial year,  whichever was greater. 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 have 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


<PAGE>


                                                                   Page 15 of 27

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,
                                                1995      1994      1993
                                                ----      ----      ----
                                                 (Amounts in Thousands)

    Management fees                              $30       $22       $51
    Acquisition fees                               0         0        20
    Cash distributions                             8        13         8
                                                 ---       ---       ---

                                                 $38       $35       $79
                                                 ===       ===       ===


Note 2.  Summary of Significant Accounting Policies.

       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.

         The  Partnership's  policy  is  to  review  periodically  the  expected
economic life of its rental  equipment in order to determine the  probability of
recovering its  undepreciated  cost. Such reviews  address,  among other things,
recent and  anticipated  technological  developments  affecting high  technology
equipment  and  competitive  factors  within  the high  technology  marketplace.
Although  remarketing  rental  rates are  expected to decline in the future with
respect to some of the Partnership's rental equipment, such rentals are expected
to exceed projected expenses, including depreciation. When subsequent reviews of
the equipment  portfolio  indicate that rentals plus anticipated  sales proceeds
will not exceed  expenses  in any future  period,  the  Partnership  revises its
depreciation  policy as appropriate.  As a result of such periodic reviews,  the
Partnership  recognized  additional  depreciation  expense of $0, $0 and $96,000
($0, $0 and $12.82 per limited  partnership  unit) for the years ended  December
31, 1995, 1994 and 1993, respectively.

         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.

       Investments.  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.

       Investment in Marketable  Securities  Available for Sale. The Partnership
has investments in stock warrants in public  companies that have been determined
to be available for sale. Available-for-sale securities are stated at their fair
market  value,  with the  unrealized  gains and  losses  reported  in a separate
component of partners' capital.

       Non-Cash  Investing  Activity.  On September  20, 1995,  the  Partnership
foreclosed  upon  a  nonperforming   outstanding  note  receivable  to  a  cable
television system operator to whom the Partnership,  along with other affiliated
partnerships   managed  by  the  General  Partner,   had  extended  credit.  The
partnerships'  notes  receivable  were  exchanged for interests  (their  capital
contribution), on a pro rata basis, in a newly formed joint venture owned by the
partnerships and managed by the General  Partner.  The amount of the outstanding
note receivable that was contributed to the joint venture was $94,000.


<PAGE>


                                                                   Page 16 of 27

       Financial  Accounting  Pronouncements.   In  March  1995,  the  Financial
Accounting Standards Board issued Statement of Financial Accounting Standard No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed  of," which  requires that  long-lived  assets and certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability,  the entity  would  estimate  the future cash flows  expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows  (undiscounted  and without interest charges) is less
than the  carrying  amount  of the  asset,  an  impairment  loss is  recognized.
Measurement  of an  impairment  loss  for  long-lived  assets  and  identifiable
intangibles  that an entity  expects to hold and use should be based on the fair
value of the asset.  Statement No. 121 is effective for financial statements for
fiscal years beginning after December 15, 1995. The Partnership  does not expect
the  adoption  of this  statement  to have a  material  impact on its  financial
position and results of operations. The Partnership plans to adopt Statement No.
121 on January 1, 1996.

       On  January  1,  1995,  the  Partnership  adopted  Financial   Accounting
Standards Board Statement No. 114,  "Accounting by Creditors for Impairment of a
Loan," and Statement No. 118,  "Accounting by Creditors for Impairment of a Loan
- Income  Recognition and Disclosures."  Statement No. 114 requires that certain
impaired  loans be measured  based on the present  value of expected  cash flows
discounted at the loan's  effective  interest  rate; or,  alternatively,  at the
loan's  observable  market price or the fair value of the collateral if the loan
is  collateral  dependent.  Prior to 1995,  the  allowance  for  losses on notes
receivable  was based on the  undiscounted  cash  flows or the fair value of the
collateral  dependent  loans. At January 1, 1995, the adoption of Statements 114
and 118 had no effect on the  Partnership's  financial  position  or  results of
operations.

       Reclassification.  Certain 1994 and 1993 amounts have been reclassified
to conform to the 1995 presentation.

       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.

       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 amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.


Note 3.  Accounts Receivable.

       Accounts receivable consist of the following at December 31:

                                                           1995      1994
                                                           ----      ----
                                                       (Amounts in Thousands)
 
       Lease payments                                      $ 14      $  4
       General Partner and Affiliates                         3       --
       Property and sales taxes                               1        10
       Other                                                --          8
                                                           ----      ----
                                                             18        22
       Less:  allowance for losses on 
               accounts receivable                          --         (1)
                                                           ----      ----

             Total                                         $ 18      $ 21
                                                           ====      ====


<PAGE>


                                                                   Page 17 of 27

Note 4.  Notes Receivable.

       Notes receivable consist of the following at December 31:

                                                              1995      1994
                                                              ----      ----
                                                          (Amounts in Thousands)
       Notes receivable from cable television
        system operators with interest ranging
        from 14% to 18% per annum, receivable in
        installments  ranging from 59 to 96 months
        through October 1997, collateralized by a
        security interest in the cable system assets. 
        These notes have a graduated repayment
        schedule followed by a balloon payment.            $ 1,287   $ 1,887

       Less:  allowance for losses on notes receivable        (706)     (202)
                                                           -------   -------

            Total                                          $   581   $ 1,685
                                                           =======   =======

         The  Partnership's   notes  receivable  from  cable  television  system
operators  provide for a monthly payment rate in an amount that is less than the
contractual  interest  rate.  The  difference  between the payment  rate and the
contractual  interest rate was added to the  principal  and  therefore  deferred
until the maturity  date of the note.  Upon  maturity of the note,  the original
principal  and  deferred  interest  is due and  payable  in full.  Although  the
contractual  interest  rates may be higher,  due to a high degree of uncertainty
relating  to the  collection  of the  entire  amount of the  contractually  owed
interest, the Partnership limited the amount of interest being recognized on its
performing  notes  receivable  to the amount of the payments  received,  thereby
deferring the recognition of a portion of the deferred  interest until such time
as management believes it will be realized.

         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.

         At  December  31,  1995,  the  recorded  investments  in notes that are
considered  to be impaired  under  Statement  114 was  $1,287,000  for which the
related  allowance for losses is $706,000.  The average  recorded  investment in
impaired  loans  during  the year  ended  December  31,  1995 was  approximately
$1,564,000.

         During the year ended  December 31, 1995,  the  Partnership  received a
settlement  on one of its  notes  receivable  from  a  cable  television  system
operator  which was  considered  to be impaired  under  Statement  No. 114.  The
Partnership  received a partial  recovery of $40,000 as a  settlement  which was
applied towards the $58,000 outstanding note receivable  balance.  The remaining
balance of $18,000  was  written-off  through  its  related  allowance  for loan
losses.  The  related  allowance  for loan losses for this note  receivable  was
provided for in a previous year in an amount equal to the carrying  value of the
note.  Upon receipt of the settlement of this note  receivable,  the Partnership
reduced the allowance for loan losses by $37,000  during the year ended December
31, 1995.  This  reduction in the allowance for loan losses was  recognized as a
negative provision for loan losses during the period.

         The  Partnership  received a  settlement  from  another  impaired  note
receivable  and  foreclosed  upon the assets of another note  receivable  from a
cable television system operator during the year ended December 31, 1995.

         The activity in the allowance for losses on notes receivable during the
years ended December 31, is as follows:

                                                              1995      1994
                                                              ----      ----
                                                          (Amounts in Thousands)
         Beginning balance                                   $ 202     $ 180
           Provision for losses                                558        22
           Write downs                                         (54)     --
                                                             -----     -----
         Ending balance                                      $ 706     $ 202
                                                             =====     =====


<PAGE>


                                                                   Page 18 of 27

Note 5.  Equipment on Operating Leases and Investment in Financing Leases.

         Equipment  on lease  consists of capital  equipment  leased to emerging
growth and cable television companies subject to operating and financing leases.

         The Partnership's equipment on operating leases is fully depreciated.

         The  Partnership has also entered into direct lease  arrangements  with
certain lessees concentrated in the following industries: 6% communications,  3%
retail and 91% manufacturing.  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.

         The net  investment  in financing  leases  consists of the following at
December 31:

                                                            1995      1994
                                                            ----      ----
                                                        (Amounts in Thousands)

         Minimum lease payments to be received             $ 352     $ 654
         Estimated residual value of leased equipment
          (unguaranteed)                                    --           3
         Less: unearned income                               (41)     (116)
                                                           -----     -----

         Net investment in financing leases                $ 311     $ 541
                                                           =====     =====

         Minimum rentals to be received on  noncancelable  financing  leases for
the years ended December 31 are as follows:

                                                         Financing   Operating
                                                        ---------   ---------
                                                         (Amounts in Thousands)

         1996 ...................................           $237      $  4
         1997 ...................................            115       --
         1998 ...................................            --        --
         1999 ...................................            --        --
         2000 ...................................            --        --
         Thereafter .............................            --        --
                                                            ----      ----
         Total...................................           $352      $  4
                                                            ====      ====

         The net book value of equipment held for lease at December 31, 1995 and
1994 amounted to $0 and $4,000, respectively.


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.


<PAGE>


                                                                   Page 19 of 27

         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                2.45%
             Phoenix Pacific Northwest J.V              19.82
             Phoenix Glacier J.V.(1)                     3.10
             Phoenix Independence Cable, LLC            17.75

         (1)  cable system sold and joint venture closed during 1993.
<TABLE>

         An analysis of the  Partnership's  net  investment in foreclosed  cable
systems joint ventures is as follows:
<CAPTION>
                             Net Investment                                                               Net Investment
                              at Beginning                        Equity in           Equity in               at End
Date                           of Period       Contributions       Earnings          Distributions           of Period
----                         --------------    -------------      ---------          -------------        --------------
                                                             (Amounts in Thousands)
<S>                             <C>                <C>                <C>               <C>                   <C>
Year Ended
  December 31, 1993             $   337            $   0              $   26            $   169               $   194
                                =======            =====              ======            =======               =======

Year Ended
  December 31, 1994             $   194            $   0              $   10            $    23               $   181
                                =======            =====              ======            =======               =======

Year Ended
  December 31, 1995             $   181            $  94              $    2            $    11               $   266
                                =======            =====              ======            =======               =======
</TABLE>

         The aggregate  combined  financial  information of the foreclosed cable
systems  joint  ventures  as of  December  31 and for the  years  then  ended is
presented as follows:

                             COMBINED BALANCE SHEETS

                                     ASSETS

                                                              December 31,
                                                             1995      1994
                                                             ----      ----
                                                         (Amounts in Thousands)

    Cash and cash equivalents                              $  337    $  201
    Accounts receivable                                        60        69
    Property, plant and equipment                           2,628     2,222
    Other                                                       3      --
                                                           ------    ------

         Total Assets                                      $3,028    $2,492
                                                           ======    ======

                        LIABILITIES AND PARTNERS' CAPITAL

    Accounts payable                                       $  187    $  132
    Partners' capital                                       2,841     2,360
                                                           ------    ------

         Total Liabilities and Partners' Capital           $3,028    $2,492
                                                           ======    ======


<PAGE>


                                                                   Page 20 of 27

                        COMBINED STATEMENTS OF OPERATIONS

                                     INCOME

                                               For the Years Ended December 31,
                                                   1995      1994      1993
                                                   ----      ----      ----
                                                    (Amounts in Thousands)

    Subscriber revenue                           $  997    $  910    $  910
    Gain on sale of cable system                   --        --         477
    Other income                                     16        11        14
                                                 ------    ------    ------

         Total Income                             1,013       921     1,401
                                                 ------    ------    ------


                                    EXPENSES

    Depreciation and amortization                   233       212       214
    Program services                                288       230       262
    Management fee to an affiliate
      of the General Partner                         45        40        90
    General and administrative expenses             314       229       252
    Provision for losses on accounts
      receivable                                     10        12         9
                                                 ------    ------    ------

         Total Expenses                             890       723       827
                                                 ------    ------    ------

    Net income before income taxes                  123       198       574

    Income tax benefit                               24        35        33
                                                 ------    ------    ------

         Net Income                              $  147    $  233    $  607
                                                 ======    ======    ======

         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:

                                                          1995      1994
                                                          ----      ----
                                                      (Amounts in Thousands)

         General Partner and affiliates                    $ 4       $40
         Security deposits                                  12        12
         Equipment lease operations                         14         9
         Other                                              14        12
                                                           ---       ---

              Total                                        $44       $73
                                                           ===       ===


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.


<PAGE>


                                                                   Page 21 of 27

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

                             Reported Amounts   Tax Basis    Net Difference
                             ----------------   ---------    --------------
                                          (Amounts in Thousands)
1995
----
         Assets                   $2,017         $2,542         $ (525)
         Liabilitites                 44             30             14

1994
----
         Assets                   $3,271         $3,455         $ (184)
         Liabilities                  73             73           --



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
$17,000,  $23,000 and $27,000 for the years ended  December 31,  1995,  1994 and
1993, respectively. The equipment storage, remarketing and data processing costs
reimbursed to the General Partner during the years ended December 31, 1995, 1994
and 1993 were $0, $2,000 and $9,000, respectively.

         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 and distributions per limited partnership unit were based on
the Limited  Partners' share of net income and  distributions,  and the weighted
average  number of units  outstanding  of 7,526 for the years ended December 31,
1995,  1994  and  1993.  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.


Note 12. Fair Value of Financial Instruments.

         During  the year ended  December  31,  1995,  the  Partnership  adopted
Statement of Financial  Accounting  Standard  No. 107,  "Disclosures  about Fair
Value of Financial  Instruments," which requires disclosure of the fair value of
financial  instruments  for which it is practicable to estimate fair value.  The
following  methods and assumptions  were used to estimate the fair value of each
class of  financial  instrument  for which it is  practicable  to estimate  that
value.


<PAGE>


                                                                   Page 22 of 27

Cash and Cash Equivalents
The carrying amount of cash and cash equivalents approximates fair value because
of the short maturity of these instruments.

Notes Receivable
The fair  value of notes  receivable  is  estimated  based on the  lesser of the
discounted  expected  future cash flows using the current rates at which similar
loans would be made to borrowers with similar credit  ratings,  or the estimated
fair  value of the  underlying  collateral.  Please  refer to  footnote  4 for a
description of the Partnership's  accounting  policies on notes receivable which
contribute to the difference between the carrying amount and the fair value.

Marketable Securities
The fair values of investments in marketable  securities are estimated  based on
quoted market prices.

         The estimated fair values of the Partnership's financial instruments at
December 31, 1995 are as follows:

                                                    Carrying
                                                     Amount    Fair Value
                                                    -------    ----------
                                                    (Amounts in Thousands)

         Assets
            Cash and cash equivalents                 $655        $655
            Marketable securities                      149         149
            Notes receivable                           581         672


Note 13. Subsequent Events.

         In January 1996, cash distributions of $1,000 and $141,000 were made to
the General and Limited Partners, respectively.


<PAGE>


                                                                   Page 23 of 27

Item 9. Disagreements on Accounting and Financial Disclosure Matters.

         None.


                                    PART III

Item 10. 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 58, 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.

         PARITOSH K. CHOKSI,  age 42, is Senior Vice President,  Chief Financial
Officer and Treasurer of PLI. He has been  associated  with PLI since 1977.  Mr.
Choksi  oversees  the  finance,  accounting,  information  services  and systems
development  departments of the General  Partner and its Affiliates and oversees
the structuring,  planning and monitoring of the  partnerships  sponsored by the
General  Partner  and its  Affiliates.  Mr.  Choksi  graduated  from the  Indian
Institute of Technology, Bombay, India with a degree in Engineering. He holds an
M.B.A. degree from the University of California, Berkeley.

         GARY W. MARTINEZ,  age 45, is Senior Vice President 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.

         BRYANT J. TONG, age 41, is Senior Vice President,  Financial Operations
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 40, is Vice President, General Counsel, Assistant
Secretary and a Director 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.

         HOWARD SOLOVEI, age 34, is Vice President, Finance, Assistant Treasurer
and a Director of PLI. He has been associated with PLI since 1984. Mr. Solovei's
principal  activities  are in the areas of arranging  and managing the company's
banking relationships for its various corporations, partnerships and securitized
asset pools.  Mr. Solovei is also involved in corporate  financial  planning and
various data  processing-related  projects. Mr. Solovei graduated with a B.S. in
Business from the University of California at Berkeley in 1984.


<PAGE>


                                                                   Page 24 of 27

         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:

              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
              Phoenix Leasing Cash Distribution Fund II
              Phoenix Leasing Capital Assurance Fund
              Phoenix Leasing Income Fund VII
              Phoenix Leasing Income Fund VI
              Phoenix Leasing Growth Fund 1982
              Phoenix Leasing Income Fund 1981 and
              Phoenix Leasing Income Fund 1977


Item 11. Executive Compensation.
<TABLE>
         Set forth is the information  relating to all direct  remuneration paid
or accrued by the Registrant during the last year to the General Partner.

         (A)                       (B)                                    (C)                                   (D)
<CAPTION>
                                                                  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                $30(1)                        $0                       $0
                                                             ==                            =                        =
</TABLE>

(1)  consists of management fees.


Item 12. Security Ownership of Certain Beneficial Owners and Management.

         (a)  As of December 31, 1995, the following  investors had a beneficial
              ownership of more than 5% of the outstanding  Limited  Partnership
              units:

                     Name and Address          Amount and Nature of     Percent
Title of Class     of Beneficial Owner         Beneficial Ownership     of Class
--------------     -------------------         --------------------     --------

Limited Partner   Independent Life & Accident        1,000 units         13.29%
                  Insurance Company
                  One Independent Drive
                  Jacksonville, FL  32276


<PAGE>


                                                                   Page 25 of 27

                     Name and Address          Amount and Nature of     Percent
Title of Class      of Beneficial Owner        Beneficial Ownership     of Class
--------------      -------------------        --------------------     --------

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:

         (1)                              (2)                          (3)
    Title of Class             Amount Beneficially Owned        Percent of Class
    --------------             -------------------------        ----------------

General Partner Interest    Represents a 1% interest in the            100%
                              Registrant's profits and 
                              distributions, until the Limited
                              Partners have recovered their
                              capital contributions 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%


Item 13. Certain Relationships and Related Transactions.

         None.

                                    PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

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

         Report of Independent Public Accountants                           9
         Balance Sheets as of December 31, 1995 and 1994                   10
         Statement of Operations for the Years Ended 
           December 31, 1995, 1994 and 1993                                11
         Statements of Partners' Capital for the Years Ended 
           December 31, 1995, 1994 and 1993                                12
         Statements of Cash Flows for the Years Ended
           December 31, 1995, 1994 and 1993                                13
         Notes to Financial Statements                                  14-22

    2.   Financial Statement Schedules:

         Schedule II - Valuation and Qualifying Accounts and Reserves      27

         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 year ended December 31, 1995.

(c) Exhibits:

    21.  Additional Exhibits:
         Balance Sheets of Phoenix Leasing Incorporated               E21 1-9

    27.  Financial Data Schedule.


<PAGE>


                                                                   Page 26 of 27

                                   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
                                                    (Registrant)

                                          BY:    PHOENIX LEASING INCORPORATED,
                                                 A CALIFORNIA CORPORATION
                                                 GENERAL PARTNER


         Date:  March 28, 1996            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 28, 1996
---------------------- Director of Phoenix Leasing Incorporated   --------------
(Gus Constantin)       General Partner


/S/ PARITOSH K. CHOKSI Chief Financial Officer,                   March 28, 1996
---------------------- Senior Vice President                      --------------
(Paritosh K. Choksi)   and Treasurer of
                       Phoenix Leasing Incorporated
                       General Partner


/S/ BRYANT J. TONG     Senior Vice President, Financial           March 28, 1996
---------------------- Operations of                              --------------
(Bryant J. Tong)       (Principal Accounting Officer)
                       Phoenix Leasing Incorporated
                       General Partner


/S/ GARY W. MARTINEZ   Senior Vice President of                   March 28, 1996
---------------------- Phoenix Leasing Incorporated               --------------
(Gary W. Martinez)     General Partner


/S/ HOWARD SOLOVEI     Vice President, Finance                    March 28, 1996
---------------------- Assistant Treasurer and a                  --------------
(Howard Solovei)       Director of Phoenix Leasing Incorporated
                       General Partner


/S/ MICHAEL K. ULYATT  Partnership Controller                     March 28, 1996
---------------------- Phoenix Leasing Incorporated               --------------
(Michael K. Ulyatt)    General Partner


<PAGE>
<TABLE>

                                                                                                              Page 27 of 27

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

                                                               SCHEDULE II
                                                         (Amounts in Thousands)



SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


<CAPTION>
              COLUMN A                     COLUMN B          COLUMN C          COLUMN D             COLUMN E            COLUMN F
           Classification                 Balance at        Charged to         Charged to          Deductions          Balance at
                                         Beginning of         Expense           Revenue                                  End of
                                            Period                                                                       Period
           --------------                ------------       ----------         ----------          ----------          ----------

<S>                                         <C>               <C>                <C>                <C>                 <C> 
Year ended December 31, 1993
   Allowance for losses on accounts
     receivable                             $   23            $  24              $  0               $    0              $   47
   Allowance for losses on notes
     receivable                                116               64                 0                    0                 180
                                            ------            -----              ----               ------              ------

     Totals                                 $  139            $  88              $  0               $    0              $  227
                                            ======            =====              ====               ======              ======


Year ended December 31, 1994
   Allowance for losses on accounts
     receivable                             $   47            $   0              $ 31               $   15              $    1
   Allowance for losses on notes
     receivable                                180               22                 0                    0                 202
                                            ------            -----              ----               ------              ------

     Totals                                 $  227            $  22              $ 31               $   15              $  203
                                            ======            =====              ====               ======              ======


Year ended December 31, 1995
   Allowance for losses on accounts
     receivable                             $    1            $   5              $  0               $    6              $    0
   Allowance for losses on notes
     receivable                                202              558                 0                   54                 706
                                            ------            -----              ----               ------              ------

     Totals                                 $  203            $ 563              $  0               $   60              $  706
                                            ======            =====              ====               ======              ======
</TABLE>