Page 1 of 10



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    ---------

                                    FORM 10-Q

  X    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-----  ACT OF 1934

                For the quarterly period ended September 30, 1996

                                       OR

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

         For the transition period from ______________ to______________.

                         Commission file number 0-17989
                                                -------


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

       California                                         68-0166383
-----------------------                       ----------------------------------
  State of Jurisdiction                       I.R.S. Employer Identification No.



2401 Kerner Boulevard, San Rafael, California              94901-5527
--------------------------------------------------------------------------------
   Address of Principal Executive Offices                   Zip Code

       Registrant's telephone number, including area code: (415) 485-4500
                                                            -------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
preceding requirements for the past 90 days.

                             Yes _X_             No ___


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                                                                    Page 2 of 10


                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                       PHOENIX HIGH TECH/HIGH YIELD FUND,
                        A CALIFORNIA LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)

                                                      September 30, December 31,
                                                          1996          1995
                                                          ----          ----
ASSETS
Cash and cash equivalents                                $ 1,430       $   655

Accounts receivable                                            8            18

Notes receivable (net of allowance for losses
  on notes receivable $0 and $706 at
  September 30, 1996 and December 31, 1995,
  respectively)                                             --             581

Equipment on operating leases and held for
  lease (net of accumulated depreciation of
  $56 at September 30, 1996 and December 31,
  1995)                                                     --            --

Net investment in financing leases                           140           311

Investment in joint ventures                                 222           266

Capitalized acquisition fees (net of accumulated
  amortization of $290 and $260 at September 30,
  1996 and December 31, 1995, respectively)                    6            36

Securities available-for-sale                                  2           149

Other assets                                                   2             1
                                                         -------       -------

    Total Assets                                         $ 1,810       $ 2,017
                                                         =======       =======

LIABILITIES AND PARTNERS' CAPITAL
Liabilities

  Accounts payable and accrued expenses                  $    38       $    44
                                                         -------       -------

    Total Liabilities                                         38            44
                                                         -------       -------

Partners' Capital

  General Partner                                             (3)          (14)

  Limited Partners, 25,000 units authorized,
    7,526 units issued and outstanding at
    September 30, 1996 and December 31, 1995               1,773         1,838

  Unrealized gains on available-for-sale securities            2           149
                                                         -------       -------

  Total Partners' Capital                                  1,772         1,973
                                                         -------       -------

    Total Liabilities and Partners' Capital              $ 1,810       $ 2,017
                                                         =======       =======

                 The accompanying notes are an integral part of
                                these statements.

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                                                                    Page 3 of 10


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


                                          Three Months Ended   Nine Months Ended
                                             September 30,       September 30,
                                            1996      1995      1996      1995
                                            ----      ----      ----      ----
INCOME

  Rental income                            $  19     $   2     $  27     $   5
  Earned income, financing leases              7        18        31        60
  Gain on sale of equipment                 --        --          12         4
  Equity in earnings (losses) from
    joint ventures                            (1)       (2)       23         2
  Interest income, notes receivable         --          71      --          71
  Gain on sale of marketable securities       34      --          34      --
  Other income                                12         8        29        20
                                           -----     -----     -----     -----

    Total Income                              71        97       156       162
                                           -----     -----     -----     -----

EXPENSES

  Depreciation and amortization               21        13        30        24
  Management fees to General Partner          27        18        37        26
  Reimbursed administrative costs to
    General Partner                            3         3        10        14
  Provision for (recovery of) losses
    on receivables                          (190)        5      (190)      (32)
  Legal expense                                1        25        26        62
  General and administrative expenses          4         7        14        23
                                           -----     -----     -----     -----

    Total Expenses                          (134)       71       (73)      117
                                           -----     -----     -----     -----

NET INCOME                                 $ 205     $  26     $ 229     $  45
                                           =====     =====     =====     =====



NET INCOME PER LIMITED
    PARTNERSHIP UNIT                       $26.94    $3.25     $28.67    $5.12
                                           =====     =====     =====     =====

DISTRIBUTIONS PER LIMITED
    PARTNERSHIP UNIT                       $--       $18.53    $37.27    $88.54
                                           =====     =====     =====     =====

ALLOCATION OF NET INCOME:
    General Partner                        $   2     $   2     $  13     $   7
    Limited Partners                         203        24       216        38
                                           -----     -----     -----     -----

                                           $ 205     $  26     $ 229     $  45
                                           =====     =====     =====     =====

                 The accompanying notes are an integral part of
                                these statements.

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                                                                    Page 4 of 10


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


                                                           Nine Months Ended
                                                             September 30,
                                                           1996         1995
                                                           ----         ----
Operating Activities:
  Net income                                             $   229       $    45

  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                           30            24
      Gain on sale of equipment                              (12)           (4)
      Equity in earnings from joint ventures, net            (23)           (2)
      Recovery of losses on notes receivable                (190)          (37)
      Provision for losses on accounts receivable           --               5
      Gain on sale of marketable securities                  (34)         --
      Decrease in accounts receivable                         10             6
      Decrease in accounts payable and accrued expenses       (6)          (24)
      Decrease (increase) in other assets                     (1)            2
                                                         -------       -------

Net cash provided by operating activities                      3            15
                                                         -------       -------

Investing Activities:
  Principal payments, financing leases                       171           172
  Principal payments, notes receivable                       771           441
  Proceeds from sale of equipment                             12             6
  Proceeds from sale of marketable securities                 34          --
  Distributions from joint ventures                           67            11
                                                         -------       -------

Net cash provided by investing activities                  1,055           630
                                                         -------       -------

Financing Activities:
  Distributions to partners                                 (283)         (673)
                                                         -------       -------

Net cash used by financing activities                       (283)         (673)
                                                         -------       -------

Increase (decrease) in cash and cash equivalents             775           (28)

Cash and cash equivalents, beginning of period               655           755
                                                         -------       -------

Cash and cash equivalents, end of period                 $ 1,430       $   727
                                                         =======       =======


                 The accompanying notes are an integral part of
                                these statements.

<PAGE>


                                                                    Page 5 of 10


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

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.    General.

        The  accompanying  unaudited  condensed  financial  statements have been
prepared by the  Partnership in accordance  with generally  accepted  accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of Management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Although management believes that the disclosures are adequate to make
the information  presented not misleading,  it is suggested that these condensed
financial  statements be read in conjunction  with the financial  statements and
the notes included in the Partnership's  Financial Statement,  as filed with the
SEC in the latest annual report on Form 10-K.

Note 2.    Reclassification.

         Reclassification  - Certain  1995  amounts  have been  reclassified  to
conform to the 1996 presentation.

Note 3.    Income Taxes.

         Federal  and state  income tax  regulations  provide  that taxes on the
income  or loss of the  Partnership  are  reportable  by the  partners  in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.

Note 4.    Notes Receivable.

         Impaired Notes Receivable. During the quarter ended September 30, 1996,
the Partnership  received a settlement on its one remaining note receivable from
a cable  television  system  operator  which was considered to be impaired under
Statement No. 114. The Partnership  received a partial recovery of $672,000 as a
settlement which was applied towards the $1,188,000  outstanding note receivable
balance.  The remaining balance of $516,000 was written-off  through its related
allowance for loan losses  provided for in a previous year.  Upon receipt of the
settlement of this note  receivable,  the Partnership  reduced the allowance for
loan losses by $190,000  during the  quarter  ended  September  30,  1996.  This
reduction in the allowance  for loan losses was  recognized as income during the
period.

         The activity in the allowance for losses on notes receivable during the
nine months ended September 30, is as follows:
                                                  1996           1995
                                                  ----           ----
                                                (Amounts in Thousands)

                 Beginning balance               $ 706          $ 202
                    Provision for losses          (190)           (37)
                    Write downs                   (516)           (54)
                                                 -----          -----
                 Ending balance                  $--            $ 111
                                                 =====          =====




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Note 5.    Net Income (Loss) and Distribution 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 nine months ended September
30,  1996  and  1995.   For  purposes  of  allocating   net  income  (loss)  and
distributions to each individual limited partner, the Partnership  allocates net
income (loss) and distributions based upon each respective limited partner's net
capital contributions.

Note 6.    Investment in Joint Ventures.

Foreclosed Cable System Joint Ventures

         The aggregate combined statements of operations of the foreclosed cable
systems joint ventures is presented below:

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                         Three Months Ended    Nine Months Ended
                                            September 30,        September 30,
                                           1996       1995      1996      1995
                                           ----       ----      ----      ----
INCOME
Subscriber revenue                        $  108     $  237    $  379    $  722
Gain (adjustment to gain) on sale of
   cable system                                3       --       1,205      --
Other income                                   2          4        18        12
                                          ------     ------    ------    ------

        Total income                         113        241     1,602       734
                                          ------     ------    ------    ------

EXPENSES
Depreciation and amortization                 32         55       106       164
Program services                              38         79       130       208
Management fees to an affiliate of the
   General Partner                             5         11       135        33
General and administrative expenses           42         77       168       231
Provision for losses on accounts
   receivable                                  1          2         4         7
                                          ------     ------    ------    ------

        Total expenses                       118        224       543       643
                                          ------     ------    ------    ------

Net income (loss)                         $   (5)    $   17    $1,059    $   91
                                          ======     ======    ======    ======



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


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

    The  Partnership  reported net income of $205,000 for the three months ended
September  30, 1996, as compared to net income of $26,000 for the same period in
1995. During the nine months ended September 30, 1996, the Partnership  reported
net income of  $229,000,  as compared  to net income of $45,000  during the nine
months ended September 30, 1995. The increase in Partnership earnings during the
three and nine months ended  September 30, 1996, as compared to the same periods
in  1995,  is  attributable  to a  reduction  in the  provision  for  losses  on
receivables of $190,000.

    The largest item  contributing  to the decrease in total revenues during the
three and nine months ended  September 30, 1996, as compared to the same periods
in 1995,  was the $71,000  decrease in  interest  income from notes  receivable.
During the three months ended  September 30, 1995,  the  Partnership  received a
payoff of a note receivable from a cable television system operator in an amount
that exceed the carrying  value.  This note had been  classified as impaired and
the  Partnership had suspended the accrual of interest income on this note. Upon
payoff, the proceeds were first applied to the outstanding principal and accrued
interest,  with the excess  recognized  as interest  income.  In  addition,  the
Partnership had an allowance for losses on this note in which it reduced through
an adjustment to the provision for losses on notes receivable of $37,000.

    The  Partnership  also reported  decreases in earned  income from  financing
leases of $11,000 and $29,000  during the three and nine months ended  September
30, 1996,  respectively,  as compared to the same periods in 1995. This decrease
is  reflective  of a  decrease  in the net  investment  in finance  leases.  The
Partnership reported a net investment in finance leases of $140,000 at September
30, 1996, as compared to $366,000 at September 30, 1995.

    The above decreases in revenues were offset in part by a gain on the sale of
securities, an increase in rental income and other income. The largest item that
increased  during the three and nine  months  ended  September  30,  1996,  when
compared to the same period in 1995, was the $34,000 increase in the gain on the
sale of marketable  securities.  This gain 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.  At September 30, 1996, the Partnership had remaining
investments  in stock  warrants of public  companies  with  unrealized  gains of
$2,000.  These stock warrants  contain certain  restrictions,  but are generally
exercisable within one year.

    Total expenses  decreased  during the three and nine months ended  September
30, 1996,  as compared to the same periods in 1995,  due to an adjustment to the
allowance for losses on notes  receivable of $190,000  during the three and nine
months ended September 30, 1996. Another factor  contributing to the decrease in
total expenses was a decrease in legal expenses.  The decrease in legal expenses
during 1996, as compared to 1995, is  attributable to the settlement and payoffs
of the Partnerships remaining notes receivable that were impaired.

    During the three months ended September 30, 1996, the Partnership received a
payoff on an impaired note receivable from a cable  television  system operator.
This  outstanding  note  receivable  had been  classified  as  impaired  and the
Partnership  had  suspended  the  accrual of interest  income on this note.  The


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                                                                    Page 8 of 10


carrying value of this note was  $1,188,000,  for which the  Partnership  had an
allowance  for loan losses of $706,000,  resulting  in a net  carrying  value of
$482,000. The Partnership received total settlement proceeds of $672,000 on this
note,  which  resulted in a recovery of $190,000 of the  allowance for losses on
notes receivables.

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.  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 that it receives cash  distributions of
the excess cash flows.

    The cash generated by leasing and financing  activities was $945,000  during
the nine months ended  September  30, 1996,  as compared to $628,000  during the
same period in 1995.  The  Partnership  received  settlements  of impaired notes
receivable during both periods.

    During the nine months ended  September 30, 1996, the  Partnership  received
cash  distributions of $67,000 from foreclosed cable systems joint ventures,  as
compared to cash  distributions  of $11,000 from foreclosed  cable systems joint
ventures  during the same  period in 1995.  This  increase in  distributions  is
attributable  to the  distribution of the sale proceeds from the sale of a cable
television  system owned by one of these joint ventures during the first quarter
of 1996.

    The cash  distributed  to partners  was  $283,000  and $673,000 for the nine
months ended September 30, 1996 and 1995,  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  $280,000 and $666,000 in distributions
during  the  period  ended  September  30,  1996  and  1995,  respectively.  The
cumulative cash  distributions to limited partners are $5,837,000 and $5,416,000
at  September  30, 1996 and 1995,  respectively.  The General  Partner  received
$3,000  and  $7,000  for its share of the cash  distributions  during the period
ended September 30, 1996 and 1995, respectively.

    The  Partnership  made its quarterly  distribution  to partners on April 15,
1996 at the same rate as the January 15, 1996 distribution,  but at a rate lower
than the  distributions  made during the same period in 1995.  The  distribution
made on April 15, 1996 was the last scheduled quarterly distribution made by the
Partnership.  The Partnership has switched to an annual distribution method with
the first annual  distribution  to be made on January 15, 1997. As a result of a
settlement  payment on an impaired note during the quarter  ended  September 30,
1996,  the  Partnership  plans to include these proceeds in the January 15, 1997
distribution  to  partners.  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  increase  or  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.


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                                                                    Page 9 of 10


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

                               September 30, 1996

                           Part II. Other Information
                           --------------------------


Item 1.    Legal Proceedings.  Inapplicable.

Item 2.    Changes in Securities.  Inapplicable

Item 3.    Defaults Upon Senior Securities.  Inapplicable

Item 4.    Submission of Matters to a Vote of Securities Holders.  Inapplicable

Item 5.    Other Information.  Inapplicable

Item 6.    Exhibits and Reports on 8-K:

           a)  Exhibits:

               (27)    Financial Data Schedule

           b)  Reports on 8-K:  None


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                                                                   Page 10 of 10


                                   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)

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


November 12, 1996        Chief Financial Officer,        /S/ PARITOSH K. CHOKSI
-----------------        Senior Vice President           -----------------------
                         and Treasurer of                (Paritosh K. Choksi)
                         Phoenix Leasing Incorporated
                         General Partner


November 12, 1996        Senior Vice President,          /S/ BRYANT J. TONG
-----------------        Financial Operations            -----------------------
                         (Principal Accounting Officer)  (Bryant J. Tong)
                         Phoenix Leasing Incorporated
                         General Partner


November 12, 1996        Senior Vice President of        /S/ GARY W. MARTINEZ
-----------------        Phoenix Leasing Incorporated    -----------------------
                         General Partner                 (Gary W. Martinez)
                                      


November 12, 1996        Partnership Controller          /S/ MICHAEL K. ULYATT
-----------------        Phoenix Leasing Incorporated    -----------------------
                         General Partner                 (Michael K. Ulyatt)