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, 1998       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 $126,000.

As of December  31,  1998,  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, 1998.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format:

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


                                  Page 1 of 22
<PAGE>



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

                         1998 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.........................................................  4
Item 6.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations...........................................  5
Item 7.   Financial Statements..............................................  7
Item 8.   Disagreements on Accounting and Financial Disclosure Matters...... 18


                                    PART III

Item 9.   Directors and Executive Officers of the Registrant................ 18
Item 10.  Executive Compensation............................................ 19
Item 11.  Security Ownership of Certain Beneficial Owners and Management.... 20
Item 12.  Certain Relationships and Related Transactions.................... 20


                                     PART IV

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-K... 20


Signatures.................................................................. 22


                                       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,
1998,  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.

              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

                                       3
<PAGE>

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  were its investments
in leases  and  loans,  either  directly  or  through  its  investment  in joint
ventures, to businesses located throughout the United States.

         As of December 31, 1998, the Partnership  owns no equipment nor does it
have any outstanding loans to borrowers.


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.


                                     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, 1998
              ----------------------------               -----------------------

              Limited Partners                                      378
              General Partner                                         1



                                       4
<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 net income
of $88,000 during the year ended December 31, 1998, as compared to a net loss of
$6,000 during 1997.

         Total revenues  increased by $58,000 during the year ended December 31,
1998, as compared to 1997. The increase in total  revenues in 1998,  compared to
1997, is  attributable to an increase in gain on sale of securities and improved
earnings  from  joint  ventures.  These  increases  were  partially  offset by a
decrease in interest income from notes receivable.

         The gain on sale of  securities  for both 1998 and 1997 of $111,000 and
$50,000,  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.

         The increased  earnings from joint ventures in 1998,  compared to 1997,
is  attributable to the absence of a write-down of cable system assets in one of
the foreclosed cable systems joint venture. Such a write down existed during the
year ended December 31, 1997.

         Partially  offsetting the factors contributing to the increase in total
revenues is a decrease in interest  income from notes  receivable of $45,000 for
the year  ended  December  31,  1998,  compared  to 1997.  During the year ended
December 31, 1998, the Partnership  received  additional  settlement proceeds of
$4,000  from a  defaulted  note  receivable  with a net  carrying  value  of $0,
compared to additional  settlement  proceeds of $49,000 received during the year
ended  December 31,  1997.  These  settlement  proceeds are included in interest
income from notes receivable on the Statement of Operations.

         The Partnership did recognize rental income of $7,000,  during the year
ended  December 31, 1998 compared to $0 in the previous  year. The rental income
is attributable to the write-off of rental liabilities.

         Total  expenses  decreased  by $36,000 for the year ended  December 31,
1998 compared to 1997. The decrease is due to a $21,000 and $15,000  decrease in
legal expenses and general and administrative expenses,  respectively,  compared
to 1997.  Other items  causing  total  expenses to decrease are the decreases in
amortization of acquisition fees and management fees to the General Partner. The
absence of amortization of acquisition fees and decrease in legal expenses are a
result of the Partnership's  remaining equipment being sold. The amortization of
acquisition  fees and the decrease in legal expenses were partially offset by an
increase in provision for losses on receivables of $6,000.

         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 cash generated by leasing and financing  activities was $16,000 for
the year ended  December  31,  1998,  as compared to $116,000 for the year ended
December 31, 1997. The decrease in cash generated in 1998,  compared to 1997, is
attributable to the absence of principal payments from finance leases.

         The Partnership  received cash distributions from joint ventures during
the year  ended  December  31,  1998 of  $15,000,  compared  to $0 in 1997.  The
increase in  distributions  is a result of one  foreclosed  cable  systems joint
venture making a final distribution.

         The  Partnership  received  proceeds  from  the sale of  securities  of
$111,000  and  $50,000  for  the  years  ended   December  31,  1998  and  1997,
respectively,  as a  result  of the  exercise  and sale of  stock  warrants,  as
previously discussed.

         As of December 31, 1998, the Partnership owned equipment being held for
lease  with an  original  cost of $0 and a net  book  value of $0,  compared  to
$89,000 and $0, respectively, at December 31, 1997. The Partnership has sold all
of its remaining equipment as of December 31, 1998.

         The cash distributed to partners was $530,000 and $1,169,000 during the
years ended  December 31, 1998 and 1997,  respectively.  In accordance  with the

                                       5
<PAGE>

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 $525,000 and $1,157,000 in distributions
during 1998 and 1997, respectively. The cumulative cash distributions to limited
partners  are   $7,519,000  and  $6,994,000  at  December  31,  1998  and  1997,
respectively.  The General Partner  received $5,000 and $12,000 for its share of
the cash distributions during 1998 and 1997, respectively.

         Distributions  for the year ended  December  31,  1997 were higher than
usual as a result of 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. The Partnership plans
to make its next distribution in December of 1999.

         The  Partnership  sold  equipment  with an aggregate  original  cost of
$89,000  and  $669,000  during  the  years  ended  December  31,  1998 and 1997,
respectively.  The remaining assets of the Partnership  consist  primarily of an
investment in Phoenix  Pacific  Northwest  J.V., a foreclosed  cable  television
joint venture.  The General  Partner is continuing its efforts in marketing this
cable television system for sale.

         Cash generated from operating and investing  activities 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.

Impact of the Year 2000 Issue

         The General Partner has appointed  ReSource/Phoenix,  Inc. an affiliate
of the General Partner, to manage its Year 2000 project.

         Resource/Phoenix  has a Year  2000  project  plan in  place  and a "Y2K
Project Team" has been appointed. If the Year 2000 project is not completed in a
timely  manner,  the  Year  2000  issue  could  have a  material  impact  on the
Partnership's  operations.  The Y2K Project Team,  however,  has  identified Y2K
risks and issues and the  remediation  procedures  which need to be implemented.
The Y2K Project Team has budgeted for the necessary  changes,  built contingency
plans, and has progressed along the scheduled timelines.

         Installation  of any  remediation  changes to software  and hardware is
planned to be completed by June 30, 1999.

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

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



                                       6
<PAGE>





                          Item 7. FINANCIAL STATEMENTS
                                  --------------------

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

                          YEAR ENDED DECEMBER 31, 1998
                          ----------------------------



                                       7
<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, 1998, and the related
statements of operations and  comprehensive  income,  partners' capital and cash
flows for the years ended December 31, 1998 and 1997. 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, 1998, and the results
of its  operations  and its cash flows for the years ended December 31, 1998 and
1997, in conformity with generally accepted accounting principles.



San Francisco, California,                                   ARTHUR ANDERSEN LLP
  January 22, 1999



                                       8
<PAGE>


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

                                                               December 31, 1998
                                                               -----------------
ASSETS

Cash and cash equivalents                                             $ 108

Investment in joint ventures                                            105

Prepaid expense                                                           2
                                                                      -----

     Total Assets                                                     $ 215
                                                                      =====

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

   Accounts payable and accrued expenses                              $  12
                                                                      -----

     Total Liabilities                                                   12
                                                                      -----

Partners' Capital:

   General Partner                                                       (2)

   Limited Partners, 25,000 units authorized, 7,526 units
     issued and outstanding                                             205
                                                                      -----

     Total Partners' Capital                                            203
                                                                      -----

     Total Liabilities and Partners' Capital                          $ 215
                                                                      =====



        The accompanying notes are an integral part of these statements.


                                       9
<PAGE>


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

                                                For the Years Ended December 31,
                                                        1998       1997
                                                        ----       ----

INCOME

   Rental income                                        $   7      $  -
   Earned income, financing leases                         -           5
   Interest income, notes receivable                        4         49
   Equity in losses from joint ventures                   (10)       (67)
   Gain on sale of securities                             111         50
   Other income                                            14         31
                                                        -----      -----

     Total Income                                         126         68
                                                        -----      -----

EXPENSES

   Amortization of acquisition fees                        -           4
   Management fees to General Partner                       4          7
   Reimbursed administrative costs to General Partner      11         10
   Provision for losses on receivables                      6         -
   Legal expense                                            1         22
   General and administrative expenses                     16         31
                                                        -----      -----

     Total Expenses                                        38         74
                                                        -----      -----

NET INCOME (LOSS)                                          88         (6)

Other comprehensive income:
   Unrealized gains on securities:
     Unrealized holding gains arising during period       111         50
     Less:  reclassification adjustment for gains
       included in net income                            (111)       (50)
                                                        -----      -----

Other comprehensive income                                 -          -
                                                        -----      -----

COMPREHENSIVE INCOME                                    $  88      $  (6)
                                                        =====      =====


NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT          $9.30      $(.74)
                                                        =====      =====

ALLOCATION OF NET INCOME (LOSS):
   General Partner                                      $  18      $  -
   Limited Partners                                        70         (6)
                                                        -----      -----

                                                        $  88      $  (6)
                                                        =====      =====

        The accompanying notes are an integral part of these statements.


                                       10
<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'   Total
                                           Amount      Units    Amount    Amount
                                          ---------   -----------------   ------

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

Distributions to partners ($69.68 per
   limited partnership unit)                    (5)     --       (525)     (530)

Net income                                      18      --         70        88
                                           -------   -------  -------   -------

Balance, December 31, 1998                 $    (2)    7,526  $   205   $   203
                                           =======   =======  =======   =======

        The accompanying notes are an integral part of these statements.

                                       11
<PAGE>
                       PHOENIX HIGH TECH/HIGH YIELD FUND,
                        A CALIFORNIA LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)


                                                For the Years Ended December 31,
                                                        1998       1997
                                                        ----       ----

Operating Activities:

   Net income (loss)                                   $    88   $    (6)
   Adjustments to reconcile net income (loss) to 
     net cash provided by operating activities:
       Amortization of acquisition fees                   --           4
       Equity in losses from joint ventures                 10        67
       Provision for losses on accounts receivable           6      --
       Gain on sale of securities                         (111)      (50)
       Decrease in accounts receivable                      31         7
       Decrease in accounts payable and accrued
         expenses                                           (8)       (4)
       Increase in other assets                           --          (1)
                                                       -------   -------

   Net cash provided by operating activities                16        17
                                                       -------   -------

Investing Activities:

   Principal payments, financing leases                   --          99
   Proceeds from sale of securities                        111        50
   Distributions from joint ventures                        15      --
                                                       -------   -------

   Net cash provided by investing activities               126       149
                                                       -------   -------

Financing Activities:

   Distributions to partners                              (530)   (1,169)
                                                       -------   -------

   Net cash used in financing activities                  (530)   (1,169)
                                                       -------   -------

Decrease in cash and cash equivalents                     (388)   (1,003)

Cash and cash equivalents, beginning of period             496     1,499
                                                       -------   -------

Cash and cash equivalents, end of period               $   108   $   496
                                                       =======   =======

        The accompanying notes are an integral part of these statements.

                                       12
<PAGE>
                       PHOENIX HIGH TECH/HIGH YIELD FUND,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


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  will  terminate on
December 31, 1999.

         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 4).

         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.

         The schedule of compensation due and distributions  made to the General
Partner for the years ended December 31, is as follows:

                                       13
<PAGE>
                                                        1998        1997
                                                        ----        ----
                                                     (Amounts in Thousands)

         Management fees                                $ 4         $ 7
         Cash distributions                               5          12
                                                        ---         ---

                                                        $ 9         $19
                                                        ===         ===


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.

         Leasing Operations.  The Partnership's  leasing operations consisted 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  was  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 were  capitalized  and included in the
cost.

         Under the  operating  method  of  accounting  for  leases,  the  leased
equipment was 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 was determined on a  straight-line  basis of
rental payments due for the period under the terms of the lease. Maintenance and
repairs of the leased equipment were charged to expense.

         Portfolio  Valuation  Methodology.  The Partnership  used 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  1997  amounts  have  been  reclassified  to
conform to the 1998 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.

         Comprehensive  Income.  As of January 1, 1998, the Partnership  adopted
Statement of Financial  Accounting  Standards No. 130, "Reporting  Comprehensive
Income" (SFAS 130). This statement  establishes  standards for the reporting and
display of comprehensive income and its components in the financial  statements.
For the  Partnership,  comprehensive  income includes net income reported on the
statement of operations and changes in the fair value of its  available-for-sale
investments reported as a component of partners' capital.


Note 3.       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,  1998 and 1997,  the  Partnership
received  additional  settlement  proceeds of $4,000 and $49,000,  respectively,
from a defaulted note receivable with a net carrying value of $0.

                                       14
<PAGE>



Note 4.       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.

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

                                                            Percentage
              Joint Venture                                  Ownership
              -------------                                 ----------

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

         (1) cable system sold and joint venture closed during 1998.

         An analysis of the  Partnership's  net  investment in foreclosed  cable
systems joint ventures is as follows:

                                                                          Net
                   Net Investment              Equity in              Investment
                    at Beginning               Earnings                 at End
Date                 of Period   Contributions (Losses)  Distributions of Period
----               ------------- ------------- --------  ------------- ---------
                                      (Amounts in Thousands)

Year Ended
 December 31, 1997     $197          $ -        $(67)        $ -         $130
                       ====          ====       ====         ====        ====

Year Ended
 December 31, 1998     $130          $ -        $(10)        $ 15        $105
                       ====          ====       ====         ====        ====

         The aggregate  combined  financial  information of the foreclosed cable
systems joint ventures is presented as follows:

                                                   December 31, 1998
                                                   -----------------
                                                (Amounts in Thousands)

         Assets                                          $626
         Liabilities                                       97
         Partners' Capital                                529

                                             For the Years Ended December 31,
                                                  1998            1997
                                                  ----            ----
                                                 (Amounts in Thousands)

         Revenue                                 $ 284           $ 404
         Expenses                                  342             778
         Net Loss                                  (58)           (374)

         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 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.

                                       15
<PAGE>



Note 5.       Accounts Payable and Accrued Expenses.
              -------------------------------------

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

                                                                    1998
                                                                    ----
                                                          (Amounts in Thousands)

         Legal                                                      $ 6
         Other                                                        5
         General Partner and affiliates                               1
                                                                    ---

              Total                                                 $12
                                                                    ===


Note 6.       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, 1998:

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

         Assets                $215             $144             $ 71
         Liabilities             12               12              --


Note 7.       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 8.       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 $11,000
and $10,000 for the years ended  December 31, 1998 and 1997,  respectively.  The
equipment  storage,  remarketing  and data  processing  costs  reimbursed to the
General Partner during the years ended December 31, 1998 and 1997 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 9.       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, 1998 and 1997.  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.

                                       16
<PAGE>



Note 10.      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.


                                       17
<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 61, 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 48, 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 37, 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 44, 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.

         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 and
              Phoenix Leasing Cash Distribution Fund III

                                       18
<PAGE>



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 1998, all such
required reports were filed on a timely basis.

Certain Legal Proceedings.

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

         Plaintiffs  severed  one cause of action  from the  Complaint,  a claim
related to the marketing and sale of CDF V, and  transferred  it to Marin County
Superior  Court (the "Marin  Action").  Plaintiffs  then dismissed the remaining
claims in  Sacramento  Superior  Court and re-filed  them in a separate  lawsuit
making similar allegations (the "Sacramento Action").

         Plaintiffs have amended the Marin Action twice. Defendants have not yet
answered the Complaint and may file a demurrer to dismiss the claims.  Discovery
has not commenced. The Companies intend to vigorously defend the Complaint.

         In February  1999,  plaintiffs  requested a transfer of the  Sacramento
Action  to  Marin  County.  The  Court  granted  that  request,  and the case is
currently  in  transit.  Defendants  have not yet  responded  to the  Complaint.
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        $   4(1)                   $   0                $   0
                                                ====                       ====                 ====
<FN>
(1)  consists of management fees.
</FN>
</TABLE>


                                       19
<PAGE>


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

         (a)  As of December 31, 1998, the following  investors had a beneficial
              ownership of more than 5% of the outstanding  Limited  Partnership
              units:
                                                  Amount and
                  Name and Address            Nature of Beneficial   Percent
Title of Class    of Beneficial Owner              Ownership         of Class
--------------    -------------------         --------------------   --------

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:

           (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 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 Sheet as of December 31, 1998                           9
              Statements of Operations and Comprehensive Income
                for the Years Ended December 31, 1998 and 1997               10
              Statements of Partners' Capital for the Years Ended
                December 31, 1998 and 1997                                   11
              Statements of Cash Flows for the Years Ended
                December 31, 1998 and 1997                                   12
              Notes to Financial Statements                             13 - 17

         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,
         1998.

                                       20
<PAGE>

(c)      Exhibits

         21.  Additional Exhibits:
              Balance Sheets of Phoenix Leasing Incorporated           E21 1-12

         27.  Financial Data Schedule.


                                       21
<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, 1999            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, 1999
--------------------   Director of Phoenix Leasing Incorporated   --------------
(Gus Constantin)       General Partner


/S/ GARY W. MARTINEZ   Executive Vice President,                  March 24, 1999
--------------------   Chief Operating Officer                    --------------
(Gary W. Martinez)     and a Director of
                       Phoenix Leasing Incorporated
                       General Partner


/S/ HOWARD SOLOVEI     Chief Financial Officer,                   March 24, 1999
--------------------   Treasurer and a Director of                --------------
(Howard Solovei)       Phoenix Leasing Incorporated
                       General Partner


/S/ BRYANT J. TONG     Senior Vice President,                     March 24, 1999
--------------------   Financial Operations                       --------------
(Bryant J. Tong)       (Principal Accounting Officer)
                       and a Director of
                       Phoenix Leasing Incorporated
                       General Partner


                                       22