Page 1 of 13



                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, 1995

                                       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 0-11170


                        PHOENIX LEASING GROWTH FUND 1982
                                   Registrant

            California                                  68-2735710
      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 13


                          Part I. Financial Information

                          Item 1. Financial Statements
                        PHOENIX LEASING GROWTH FUND 1982
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                      September 30, December 31,
                                                          1995          1994
                                                          ----          ----
ASSETS

Cash and cash equivalents                                $ 1,054        $ 1,975

Accounts receivable (net of allowance for
     losses on accounts receivable of $2
     and $6 at September 30, 1995 and
     December 31, 1994, respectively)                         25             34

Notes receivable (net of allowance for losses
     on notes  receivable of $0 and $100
     at September 30, 1995 and
     December 31, 1994, respectively)                       --              115

Equipment on operating leases and held for
     lease (net of  accumulated
     depreciation and obsolescence reserves of
     $770 and $1,013 at September 30,
     1995 and December 31, 1994,
     respectively)                                          --             --

Investment in joint ventures                                 328            437

Other assets                                                  64             76
                                                         -------        -------


     Total Assets                                        $ 1,471        $ 2,637
                                                         =======        =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:

     Accounts payable and accrued expenses               $ 2,017        $ 2,339
                                                         -------        -------

     Total Liabilities                                     2,017          2,339
                                                         -------        -------

Partners' Capital (Deficit):

     General Partner                                        (410)          (414)

     Limited Partners,  44,000 units authorized,
       41,798 units issued and 40,343
       units outstanding at September 30, 1995
       and December 31, 1994                                (136)           712
                                                         -------        -------

     Total Partners' Capital                                (546)           298
                                                         -------        -------

     Total Liabilities and Partners'
       Capital (Deficit)                                 $ 1,471        $ 2,637
                                                         =======        =======


                     The accompanying notes are an integral
                            part of these statements.

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                                                                    Page 3 of 13


                        PHOENIX LEASING GROWTH FUND 1982
                            STATEMENTS OF OPERATIONS
               (Amounts in Thousands Except for Per Unit Amounts)
                                   (Unaudited)

                                          Three Months Ended   Nine Months Ended
                                            September 30,        September 30,
                                            1995      1994      1995      1994
                                            ----      ----      ----      ----
INCOME

   Rental income                           $  13      $ 47     $ 157      $163
   Equity in earnings from joint
     ventures, net                            61        20       174        93
   Gain on sale of equipment                   1        86        12        89
   Interest income, notes receivable          21       --         21         9
   Other income                               14         4        44        50
                                           -----      ----     -----      ----

      Total Income                           110       157       408       404
                                           -----      ----     -----      ----

EXPENSES

   Depreciation                             --           9      --          28
   Lease related operating expenses         --           2         8         6
   Management fees to General Partner          9         4        24        16
   Provision for losses on receivables        (7)      --        (59)      --
   General and administrative expenses        15        15        50        68
                                           -----      ----     -----      ----

     Total Expenses                           17        30        23       118
                                           -----      ----     -----      ----

NET INCOME                                 $  93      $127     $ 385      $286
                                           =====      ====     =====      ====


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                        $2.28      $3.12    $9.45      $7.02
                                           =====      ====     =====      ====

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                        $--        $--      $30.31     $30.02
                                           =====      ====     =====      ====

ALLOCATION OF NET INCOME:
   General Partner                         $   1      $  1     $   4      $  3
   Limited Partners                           92       126       381       283
                                           -----      ----     -----      ----

                                           $  93      $127     $ 385      $286
                                           =====      ====     =====      ====

                     The accompanying notes are an integral
                            part of these statements.

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                                                                    Page 4 of 13


                        PHOENIX LEASING GROWTH FUND 1982
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                              Nine Months Ended
                                                                September 30,
                                                              1995        1994
                                                              ----        ----
Operating Activities:

   Net income                                               $   385     $   286
   Adjustments to reconcile net income to net cash
     provided (used) by operating activities:
       Depreciation                                            --            28
       Gain on sale of equipment                                (12)        (89)
       Equity in earnings from joint ventures, net             (174)        (93)
       Provision for early termination, financing leases         (1)       --
       Provision for losses on notes receivable                 (69)       --
       Provision for doubtful accounts receivable                11        --
       Increase in accounts receivable                           (2)         (2)
       Decrease (increase) in accounts payable and
         accrued expenses                                      (322)         41
       Decrease in other assets                                  17          16
                                                            -------     -------

   Net cash provided (used) by operating activities            (167)        187
                                                            -------     -------

Investing Activities:

   Principal payments, financing leases                           1          44
   Principal payments, notes receivable                         184           1
   Proceeds from sale of equipment                               12          12
   Distributions from joint ventures                            272         194
   Investment in joint ventures                                --           (28)
                                                            -------     -------

   Net cash provided by investing activities                    469         223
                                                            -------     -------

Financing Activities:

   Payments of principal, notes payable                        --           (32)
   Distributions to partners                                 (1,223)     (1,211)
                                                            -------     -------

   Net cash used by financing activities                     (1,223)     (1,243)
                                                            -------     -------

Decrease in cash and cash equivalents                          (921)       (833)

Cash and cash equivalents, beginning of period                1,975       2,671
                                                            -------     -------

Cash and cash equivalents, end of period                    $ 1,054     $ 1,838
                                                            =======     =======

                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                    Page 5 of 13


                        PHOENIX LEASING GROWTH FUND 1982
                          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.

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

              Non Cash Investing  Activities.  During the quarter ended June 30,
1995, the Partnership  received a final distribution of common stock from one of
its investments in equipment  joint  ventures.  The market value of the stock at
the distribution date was $11,000.

Note 2.       Reclassification.

              Reclassification  - Certain 1994 amounts have been reclassified to
conform to the 1995 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.







<PAGE>


                                                                    Page 6 of 13


Note 4.       Notes Receivable.

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

              In  accordance  with  Statement  No. 114, a loan is  classified as
in-substance foreclosure when the Company has taken possession of the collateral
regardless  of  whether  formal   foreclosure   proceedings  take  place.  Notes
receivable  previously  classified as in-substance  foreclosed cable systems but
for which the  Company  had not taken  possession  of the  collateral  have been
reclassified to notes receivable.

              At September 30, 1995 there were no outstanding  notes receivable.
The average  recorded  investment in impaired loans during the nine months ended
September 30, 1995 was approximately $111,000.  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 quarter ended June 30, 1995, the Partnership received a
settlement  on one of its  notes  receivable  from  a  cable  television  system
operator  which was  considered  to be impaired  under  Statement  No. 114.  The
Partnership  received a partial  recovery of $56,000 as a  settlement  which was
applied towards the $87,000 outstanding note receivable  balance.  The remaining
balance of $31,000  was  written-off  through  its  related  allowance  for loan
losses.  The  related  allowance  for loan losses for this note  receivable  was
provided for in a previous year in an amount equal to the carrying  value of the
note.  Upon receipt of the settlement of this note  receivable,  the Partnership
reduced the allowance  for loan losses by $53,000  during the quarter ended June
30, 1995.  This  reduction in the  allowance  for loan losses was  recognized as
income during the period.

              The  Partnership  received a settlement on its one remaining  note
receivable during the quarter ended September 30, 1995. This note receivable was
from a cable television  operator which was impaired.  The Partnership  received
$141,000 as a settlement for this note  receivable of which $120,000 was applied
towards  the  outstanding  note  receivable  balance and the  remaining  $21,000
applied  towards  interest  income.  There was an allowance  for losses on notes
receivable  of  $7,000  for  this  note  receivable.  Due  to the  receipt  of a
settlement  which exceeded the net carrying value of the note  receivable,  this
allowance was recognized as income.  The remaining  balance in the allowance for
losses on notes  receivable of $9,000 was no longer necessary due to the payment
of this note receivable.  As a result,  the remaining  allowance for loan losses
was reduced to zero through the recognition of income.





<PAGE>


                                                                    Page 7 of 13




              The  activity  in the  allowance  for  losses on notes  receivable
during the nine months ended September 30, is as follows:
                                                           1995             1994
                                                           ----             ----
                                                          (Amounts in Thousands)
Beginning balance                                         $ 100             $100
     Provision for loss                                     (69)             --
     Write downs                                            (31)             --
                                                          -----             ----
Ending balance                                            $--               $100
                                                          =====             ====

Note 5.       Net Income (Loss) and Distributions per Limited Partnership Unit.

              Net income and  distributions  per limited  partnership  unit were
based on the limited  partners' share of net income and  distributions,  and the
weighted  average  number  of units  outstanding  of 40,343  for the nine  month
periods  ended  September 30, 1995 and 1994.  For 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.  The use of this method  accurately
reflects  each limited  partner's  participation  in the  partnership  including
reinvestment through the Capital Accumulation Plan. As a result, the calculation
of net income  (loss) and  distributions  per  limited  partnership  unit is not
indicative  of per unit income  (loss) and  distributions  due to  reinvestments
through the Capital Accumulation Plan.

Note 6.       Investment in Joint Ventures.

Equipment Joint Ventures

              The aggregate  combined  statements of operations of the equipment
joint ventures is presented below:
                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                        Three Months Ended   Nine Months Ended
                                          September 30,       September 30,
                                          1995     1994       1995       1994
                                          ----     ----       ----       ----
INCOME
Rental income                           $1,064     $557     $3,200     $2,311
Gain on sale of equipment                  397      246      1,273      1,034
Other income                               572      123        681        135
                                        ------     ----     ------     ------
         Total income                    2,033      926      5,154      3,480
                                        ------     ----     ------     ------

EXPENSES
Depreciation                               629      283      1,089        917
Lease related operating expenses           710      489      2,241      2,043
Management fees to General Partner          94       42        220        169
General and administrative expenses          4       52         12        136
                                        ------     ----     ------     ------
         Total expenses                  1,437      866      3,562      3,265
                                        ------     ----     ------     ------
Net income                              $  596     $ 60     $1,592     $  215
                                        ======     ====     ======     ======


<PAGE>


                                                                    Page 8 of 13


Financing Joint Ventures

         The aggregate combined  statements of operations of the financing joint
ventures is presented below:

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                       Three Months Ended    Nine Months Ended
                                          September 30,        September 30,
                                         1995      1994       1995      1994
                                         ----      ----       ----      ----
INCOME
Interest income - notes receivable        $14       $49       $ 62       $49
Other income                                7         2         74        12
                                          ---       ---       ----       ---
         Total income                      21        51        136        61
                                          ---       ---       ----       ---

EXPENSES
Management fees to General Partner          2         5          7        17
General and administrative expenses         3         8         15        28
                                          ---       ---       ----       ---
         Total expenses                     5        13         22        45
                                          ---       ---       ----       ---
Net income                                $16       $38       $114       $16
                                          ===       ===       ====       ===

Foreclosed Cable Systems Joint Venture

         The  statements  of operations  of the  foreclosed  cable systems joint
venture is presented below:

                            STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                            Three Months Ended Nine Months Ended
                                                 September 30,     September 30,
                                                1995     1994     1995     1994
                                                ----     ----     ----     ----
INCOME
Subscriber revenue                              $166     $162     $508     $488
Other income                                       3        2        9        6
                                                ----     ----     ----     ----
         Total income                            169      164      517      494
                                                ----     ----     ----     ----

EXPENSES
Depreciation and amortization                     39       38      115      113
Program services                                  48       40      135      123
Management fees to an affiliate of
  the General Partner                              8        7       23       22
General and administrative expenses               42       40      144      115
Provision for losses on accounts receivable        2        2        5        5
                                                ----     ----     ----     ----
         Total expenses                          139      127      422      378
                                                ----     ----     ----     ----
Net income before income taxes                    30       37       95      116
Income tax benefit                                 1       14       12       24
                                                ----     ----     ----     ----
Net income                                      $ 31     $ 51     $107     $140
                                                ====     ====     ====     ====


<PAGE>


                                                                    Page 9 of 13


                        PHOENIX LEASING GROWTH FUND 1982


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

Results of Operations

         Phoenix Leasing Growth Fund 1982 (the Partnership)  reported net income
of $93,000 and $385,000 for the three and nine months ended  September 30, 1995,
respectively,  compared to net income of $127,000 and  $286,000  during the same
periods in the prior year.  The  decrease in  earnings  during the three  months
ended  September  30, 1995,  as compared to the same period in 1994, is due to a
decrease in the gain on the sale of equipment  and a decrease in rental  income.
The increase in earnings  during the nine months ended  September  30, 1995,  as
compared to the same period in 1994, is primarily attributable to an increase in
earnings from joint ventures, as well as, a reduction in provision for losses on
receivables and a decrease in depreciation expense.

         The $47,000  decrease in total  revenues  during the three months ended
September 30, 1995, as compared to the same period in 1994, is due to a decrease
in rental income and a decreased  gain on the sale of equipment.  The large gain
on sale of equipment  during 1994 was attributable to the sale of equipment back
to the original  manufacturer,  in which the  Partnership  was released from all
obligations  to such  manufacturer  including the  outstanding  note payable and
accrued interest of $84,000. The release of this obligation was included in gain
on the sale of equipment  during the three and nine months ended  September  30,
1994.  The decrease in rental  income is due to the reduction in the size of the
equipment portfolio as a result of the ongoing liquidation of equipment. Because
the Partnership is in its  liquidation  stage, it is not expected to acquire any
additional  equipment.  As a result, rental revenues are expected to continue to
decline as the portfolio is liquidated and the remaining  equipment is re-leased
at lower rental rates.  At September 30, 1995, the  Partnership  owned equipment
with an aggregate original cost of $1.2 million,  as compared to $3.0 million at
September 30, 1994.

         The $4,000  increase in total  revenues  during the nine  months  ended
September  30, 1995, as compared to the same period in 1994, is primarily due to
the increase in earnings  from joint  ventures.  The  increase in earnings  from
joint ventures will be discussed under "Joint  Ventures".  Rental income did not
decrease as much during the nine months ended  September 30, 1995, when compared
to the decrease  during the three months ended  September 30, 1995. This was due
the recognition of prepaid rent that had previously been recorded as a liability
during the nine months ended  September 30, 1995.  During the three months ended
September  30, 1995,  it was  determined  that these  payments  were no longer a
liability  and the amount  was  subsequently  recognized  as rental  income.  An
additional  item included in rental  income for the nine months ended  September
30, 1995 is the recognition of a mandatory purchase option which came due on one
of the Partnership's leases.

         The primary factor contributing to the increase of interest income from
notes  receivable  for the three  and nine  months  ended  September  30,  1995,
compared  to the same  periods  in the prior  year,  is due to the payoff of the
Partnership's  two  remaining  notes  receivable  from cable  television  system
operators.  The  Partnership's  outstanding notes receivable had been in default
and the  Partnership  had suspended the  recognition of interest income on these
notes.  One note was paid off during the second quarter of 1995,  which resulted
in the reversal of a provision for losses on notes  receivable of $52,000 as the
Partnership  received  proceeds for a note that had been fully provided for. The
second  note was paid  off in the  third  quarter  of 1995 and  resulted  in the
recognition of interest income. The Partnership had suspended the accrual


<PAGE>


                                                                   Page 10 of 13


of interest  income on this note in a prior period.  Upon receipt of the payoff,
the proceeds  were first applied to the net carrying  amount of this note,  with
the  excess  being  recognized  as  interest  income.  The  payoff  of this last
remaining note receivable  resulted in the  Partnership  reversing its remaining
allowance for losses on notes receivable of $7,000.

         Because the Partnership is in its liquidation stage, it is not expected
that the  Partnership  will  acquire  any  additional  equipment.  As a  result,
revenues are expected to continue to decline as the portfolio is liquidated  and
the  remaining  equipment is re-leased at lower rental  rates.  At September 30,
1995, the Partnership  owned  equipment,  excluding the  Partnership's  pro rata
interest in joint ventures,  with an aggregate  original cost of $1.2 million as
compared to $3.0 million at September 30, 1994.

         Total  expenses  decreased by $13,000 and $95,000  during the three and
nine months ended  September  30, 1995, as compared to the same periods in 1994.
The decrease was attributable to decreases in depreciation expense and provision
for losses on receivables. The absence of depreciation expense for the three and
nine months ended September 30, 1995, compared to depreciation expense of $9,000
and $28,000  for the same  periods in the prior  year,  is due to the  remaining
equipment portfolio having been fully depreciated.

         The receipt of settlements  from the  Partnership's  two defaulted note
receivable from cable  television  system  operators  caused  management fees to
increase by $5,000 and $8,000 for the three and nine months ended  September 30,
1995, when compared to the same periods in 1994.

 Joint Ventures

         The Partnership has made investments in various equipment and financing
joint ventures along with other affiliated  partnerships  managed by the General
Partner for the purpose of spreading the risk of investing in certain  equipment
leasing and  financing  transactions.  These joint  ventures  are not  currently
making  any  significant  additional  investments  in new  equipment  leasing or
financing  transactions.  As a  result,  the  earnings  and cash  flow from such
investments  are  anticipated  to  continue  to  decline as the  portfolios  are
released at lower rental rates and eventually liquidated.

         The increase in earnings from joint ventures of $41,000 and $81,000 for
the three and nine months ended September 30, 1995, respectively, as compared to
the same periods in the  previous  year is due to  increased  earnings  from two
equipment  joint  ventures.  The increase in earnings from one joint venture was
due to a decline in depreciation  expense and lease related operating  expenses.
The decrease in  depreciation  expense is the result of its equipment  portfolio
having been fully  depreciated.  The increase in earnings  from the second joint
venture is due to this joint venture having been formed in October of 1994. As a
result,  there were no comparable  earnings  from this joint venture  during the
three or nine months ended September 30, 1994.

Liquidity and Capital Resources

         The  Partnership  reported net cash  provided by leasing and  financing
activities of $18,000 for the nine months ended September 30, 1995,  compared to
net cash provided by leasing and  financing  activities of $232,000 for the same
period in 1994.  The  decrease  for the nine months  ended  September  30, 1995,
compared  to the same  period in the prior  year,  is the result of a payment of
liquidation fees payable to the General Partner.



<PAGE>


                                                                   Page 11 of 13


         Cash  distributions  from equipment joint ventures increased by $78,000
for the nine months ended  September  30,  1995,  compared to the same period in
1994. The increase is primarily attributable to a new investment made in a newly
formed  joint  venture  during the  fourth  quarter of 1994.  In  addition,  one
equipment joint venture experienced an increase in cash available as a result of
a decline in lease related operating expenses.

         As of September 30, 1995,  the  Partnership  owned  equipment  held for
lease with a purchase  price of $986,000  and a net book value of $0 compared to
$1,687,000  and $1,000 at September  30, 1994.  The General  Partner is actively
engaged,  on  behalf  of  the  Partnership,   in  remarketing  and  selling  the
Partnership's off-lease equipment portfolio.

         The limited  partners  received cash  distributions  of $1,223,000  and
$1,211,000   during  the  nine  months  ended   September  30,  1995  and  1994,
respectively.  As a result,  the cumulative  cash  distributions  to the limited
partners are  $37,660,000  and  $36,438,000  as of September  30, 1995 and 1994,
respectively.  The General  Partner did not receive cash  distributions  for the
periods ended September 30, 1995 and 1994.

         Distributions  to partners  are now being made  annually on January 15.
The distribution  made on January 15, 1995 was at approximately the same rate as
January of 1994. The distribution to be made on January 15, 1996 is projected to
be made at a lower rate than the 1995 distribution.

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


<PAGE>


                                                                   Page 12 of 13


                        PHOENIX LEASING GROWTH FUND 1982

                               September 30, 1995

                           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


<PAGE>


                                                                   Page 13 of 13
<TABLE>
                                   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 LEASING GROWTH FUND 1982
                                                                       (Registrant)

<CAPTION>
           Date                                       Title                                      Signature

<S>                                            <C>                                      <C>
November 13, 1995                                                                       /S/ PARITOSH K. CHOKSI
- - -----------------                              Chief Financial Officer,                 ----------------------
                                               Senior Vice President                    (Paritosh K. Choksi)
                                               and Treasurer of
                                               Phoenix Leasing Incorporated
                                               General Partner


November 13, 1995                                                                       /S/ BRYANT J. TONG
- - -----------------                              Senior Vice President,                   ------------------
                                               Financial Operations                     (Bryant J. Tong)
                                               (Principal Accounting Officer)
                                               and a Director of
                                               Phoenix Leasing Incorporated
                                               General Partner


November 13, 1995                                                                       /S/ GARY W. MARTINEZ
- - -----------------                              Senior Vice President of                 --------------------
                                               Phoenix Leasing Incorporated             (Gary W. Martinez)
                                               General Partner


November 13, 1995                                                                       /S/ MICHAEL K. ULYATT
- - -----------------                              Partnership Controller                   ---------------------
                                               Phoenix Leasing Incorporated             (Michael K. Ulyatt)
                                               General Partner

</TABLE>
[{"type": "10-Q", "sequence": "1", "description": "9/30/95 10Q", "secsgml_size_bytes": 39239}]
{"company-data": {"conformed-name": "PHOENIX LEASING GROWTH FUND 1982", "cik": "0000356225", "assigned-sic": "7370", "irs-number": "942735710", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-11170", "film-number": "95589986"}, "business-address": {"street1": "2401 KERNER BLVD", "city": "SAN RAFAEL", "state": "CA", "zip": "94901", "phone": "4154854500"}}
Page 1 of 13

                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, 1995

                                       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 0-11170

                        PHOENIX LEASING GROWTH FUND 1982
                                   Registrant

            California                                  68-2735710
      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
                          ---                         ---
Page 2 of 13

                          Part I. Financial Information

                          Item 1. Financial Statements
                        PHOENIX LEASING GROWTH FUND 1982
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                      September 30, December 31,
                                                          1995          1994
                                                          ----          ----
ASSETS

Cash and cash equivalents                                $ 1,054        $ 1,975

Accounts receivable (net of allowance for
     losses on accounts receivable of $2
     and $6 at September 30, 1995 and
     December 31, 1994, respectively)                         25             34

Notes receivable (net of allowance for losses
     on notes  receivable of $0 and $100
     at September 30, 1995 and
     December 31, 1994, respectively)                       --              115

Equipment on operating leases and held for
     lease (net of  accumulated
     depreciation and obsolescence reserves of
     $770 and $1,013 at September 30,
     1995 and December 31, 1994,
     respectively)                                          --             --

Investment in joint ventures                                 328            437

Other assets                                                  64             76
                                                         -------        -------

     Total Assets                                        $ 1,471        $ 2,637
                                                         =======        =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:

     Accounts payable and accrued expenses               $ 2,017        $ 2,339
                                                         -------        -------

     Total Liabilities                                     2,017          2,339
                                                         -------        -------

Partners' Capital (Deficit):

     General Partner                                        (410)          (414)

     Limited Partners,  44,000 units authorized,
       41,798 units issued and 40,343
       units outstanding at September 30, 1995
       and December 31, 1994                                (136)           712
                                                         -------        -------

     Total Partners' Capital                                (546)           298
                                                         -------        -------

     Total Liabilities and Partners'
       Capital (Deficit)                                 $ 1,471        $ 2,637
                                                         =======        =======

                     The accompanying notes are an integral
                            part of these statements.
Page 3 of 13

                        PHOENIX LEASING GROWTH FUND 1982
                            STATEMENTS OF OPERATIONS
               (Amounts in Thousands Except for Per Unit Amounts)
                                   (Unaudited)

                                          Three Months Ended   Nine Months Ended
                                            September 30,        September 30,
                                            1995      1994      1995      1994
                                            ----      ----      ----      ----
INCOME

   Rental income                           $  13      $ 47     $ 157      $163
   Equity in earnings from joint
     ventures, net                            61        20       174        93
   Gain on sale of equipment                   1        86        12        89
   Interest income, notes receivable          21       --         21         9
   Other income                               14         4        44        50
                                           -----      ----     -----      ----

      Total Income                           110       157       408       404
                                           -----      ----     -----      ----

EXPENSES

   Depreciation                             --           9      --          28
   Lease related operating expenses         --           2         8         6
   Management fees to General Partner          9         4        24        16
   Provision for losses on receivables        (7)      --        (59)      --
   General and administrative expenses        15        15        50        68
                                           -----      ----     -----      ----

     Total Expenses                           17        30        23       118
                                           -----      ----     -----      ----

NET INCOME                                 $  93      $127     $ 385      $286
                                           =====      ====     =====      ====

NET INCOME PER LIMITED
   PARTNERSHIP UNIT                        $2.28      $3.12    $9.45      $7.02
                                           =====      ====     =====      ====

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                        $--        $--      $30.31     $30.02
                                           =====      ====     =====      ====

ALLOCATION OF NET INCOME:
   General Partner                         $   1      $  1     $   4      $  3
   Limited Partners                           92       126       381       283
                                           -----      ----     -----      ----

                                           $  93      $127     $ 385      $286
                                           =====      ====     =====      ====

                     The accompanying notes are an integral
                            part of these statements.
Page 4 of 13

                        PHOENIX LEASING GROWTH FUND 1982
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                              Nine Months Ended
                                                                September 30,
                                                              1995        1994
                                                              ----        ----
Operating Activities:

   Net income                                               $   385     $   286
   Adjustments to reconcile net income to net cash
     provided (used) by operating activities:
       Depreciation                                            --            28
       Gain on sale of equipment                                (12)        (89)
       Equity in earnings from joint ventures, net             (174)        (93)
       Provision for early termination, financing leases         (1)       --
       Provision for losses on notes receivable                 (69)       --
       Provision for doubtful accounts receivable                11        --
       Increase in accounts receivable                           (2)         (2)
       Decrease (increase) in accounts payable and
         accrued expenses                                      (322)         41
       Decrease in other assets                                  17          16
                                                            -------     -------

   Net cash provided (used) by operating activities            (167)        187
                                                            -------     -------

Investing Activities:

   Principal payments, financing leases                           1          44
   Principal payments, notes receivable                         184           1
   Proceeds from sale of equipment                               12          12
   Distributions from joint ventures                            272         194
   Investment in joint ventures                                --           (28)
                                                            -------     -------

   Net cash provided by investing activities                    469         223
                                                            -------     -------

Financing Activities:

   Payments of principal, notes payable                        --           (32)
   Distributions to partners                                 (1,223)     (1,211)
                                                            -------     -------

   Net cash used by financing activities                     (1,223)     (1,243)
                                                            -------     -------

Decrease in cash and cash equivalents                          (921)       (833)

Cash and cash equivalents, beginning of period                1,975       2,671
                                                            -------     -------

Cash and cash equivalents, end of period                    $ 1,054     $ 1,838
                                                            =======     =======

                     The accompanying notes are an integral
                            part of these statements.
Page 5 of 13

                        PHOENIX LEASING GROWTH FUND 1982
                          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.

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

              Non Cash Investing  Activities.  During the quarter ended June 30,
1995, the Partnership  received a final distribution of common stock from one of
its investments in equipment  joint  ventures.  The market value of the stock at
the distribution date was $11,000.

Note 2.       Reclassification.

              Reclassification  - Certain 1994 amounts have been reclassified to
conform to the 1995 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.
Page 6 of 13

Note 4.       Notes Receivable.

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

              In  accordance  with  Statement  No. 114, a loan is  classified as
in-substance foreclosure when the Company has taken possession of the collateral
regardless  of  whether  formal   foreclosure   proceedings  take  place.  Notes
receivable  previously  classified as in-substance  foreclosed cable systems but
for which the  Company  had not taken  possession  of the  collateral  have been
reclassified to notes receivable.

              At September 30, 1995 there were no outstanding  notes receivable.
The average  recorded  investment in impaired loans during the nine months ended
September 30, 1995 was approximately $111,000.  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 quarter ended June 30, 1995, the Partnership received a
settlement  on one of its  notes  receivable  from  a  cable  television  system
operator  which was  considered  to be impaired  under  Statement  No. 114.  The
Partnership  received a partial  recovery of $56,000 as a  settlement  which was
applied towards the $87,000 outstanding note receivable  balance.  The remaining
balance of $31,000  was  written-off  through  its  related  allowance  for loan
losses.  The  related  allowance  for loan losses for this note  receivable  was
provided for in a previous year in an amount equal to the carrying  value of the
note.  Upon receipt of the settlement of this note  receivable,  the Partnership
reduced the allowance  for loan losses by $53,000  during the quarter ended June
30, 1995.  This  reduction in the  allowance  for loan losses was  recognized as
income during the period.

              The  Partnership  received a settlement on its one remaining  note
receivable during the quarter ended September 30, 1995. This note receivable was
from a cable television  operator which was impaired.  The Partnership  received
$141,000 as a settlement for this note  receivable of which $120,000 was applied
towards  the  outstanding  note  receivable  balance and the  remaining  $21,000
applied  towards  interest  income.  There was an allowance  for losses on notes
receivable  of  $7,000  for  this  note  receivable.  Due  to the  receipt  of a
settlement  which exceeded the net carrying value of the note  receivable,  this
allowance was recognized as income.  The remaining  balance in the allowance for
losses on notes  receivable of $9,000 was no longer necessary due to the payment
of this note receivable.  As a result,  the remaining  allowance for loan losses
was reduced to zero through the recognition of income.
Page 7 of 13

              The  activity  in the  allowance  for  losses on notes  receivable
during the nine months ended September 30, is as follows:
                                                           1995             1994
                                                           ----             ----
                                                          (Amounts in Thousands)
Beginning balance                                         $ 100             $100
     Provision for loss                                     (69)             --
     Write downs                                            (31)             --
                                                          -----             ----
Ending balance                                            $--               $100
                                                          =====             ====

Note 5.       Net Income (Loss) and Distributions per Limited Partnership Unit.

              Net income and  distributions  per limited  partnership  unit were
based on the limited  partners' share of net income and  distributions,  and the
weighted  average  number  of units  outstanding  of 40,343  for the nine  month
periods  ended  September 30, 1995 and 1994.  For 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.  The use of this method  accurately
reflects  each limited  partner's  participation  in the  partnership  including
reinvestment through the Capital Accumulation Plan. As a result, the calculation
of net income  (loss) and  distributions  per  limited  partnership  unit is not
indicative  of per unit income  (loss) and  distributions  due to  reinvestments
through the Capital Accumulation Plan.

Note 6.       Investment in Joint Ventures.

Equipment Joint Ventures

              The aggregate  combined  statements of operations of the equipment
joint ventures is presented below:
                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                        Three Months Ended   Nine Months Ended
                                          September 30,       September 30,
                                          1995     1994       1995       1994
                                          ----     ----       ----       ----
INCOME
Rental income                           $1,064     $557     $3,200     $2,311
Gain on sale of equipment                  397      246      1,273      1,034
Other income                               572      123        681        135
                                        ------     ----     ------     ------
         Total income                    2,033      926      5,154      3,480
                                        ------     ----     ------     ------

EXPENSES
Depreciation                               629      283      1,089        917
Lease related operating expenses           710      489      2,241      2,043
Management fees to General Partner          94       42        220        169
General and administrative expenses          4       52         12        136
                                        ------     ----     ------     ------
         Total expenses                  1,437      866      3,562      3,265
                                        ------     ----     ------     ------
Net income                              $  596     $ 60     $1,592     $  215
                                        ======     ====     ======     ======
Page 8 of 13

Financing Joint Ventures

         The aggregate combined  statements of operations of the financing joint
ventures is presented below:

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                       Three Months Ended    Nine Months Ended
                                          September 30,        September 30,
                                         1995      1994       1995      1994
                                         ----      ----       ----      ----
INCOME
Interest income - notes receivable        $14       $49       $ 62       $49
Other income                                7         2         74        12
                                          ---       ---       ----       ---
         Total income                      21        51        136        61
                                          ---       ---       ----       ---

EXPENSES
Management fees to General Partner          2         5          7        17
General and administrative expenses         3         8         15        28
                                          ---       ---       ----       ---
         Total expenses                     5        13         22        45
                                          ---       ---       ----       ---
Net income                                $16       $38       $114       $16
                                          ===       ===       ====       ===

Foreclosed Cable Systems Joint Venture

         The  statements  of operations  of the  foreclosed  cable systems joint
venture is presented below:

                            STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                            Three Months Ended Nine Months Ended
                                                 September 30,     September 30,
                                                1995     1994     1995     1994
                                                ----     ----     ----     ----
INCOME
Subscriber revenue                              $166     $162     $508     $488
Other income                                       3        2        9        6
                                                ----     ----     ----     ----
         Total income                            169      164      517      494
                                                ----     ----     ----     ----

EXPENSES
Depreciation and amortization                     39       38      115      113
Program services                                  48       40      135      123
Management fees to an affiliate of
  the General Partner                              8        7       23       22
General and administrative expenses               42       40      144      115
Provision for losses on accounts receivable        2        2        5        5
                                                ----     ----     ----     ----
         Total expenses                          139      127      422      378
                                                ----     ----     ----     ----
Net income before income taxes                    30       37       95      116
Income tax benefit                                 1       14       12       24
                                                ----     ----     ----     ----
Net income                                      $ 31     $ 51     $107     $140
                                                ====     ====     ====     ====
Page 9 of 13

                        PHOENIX LEASING GROWTH FUND 1982

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

Results of Operations

         Phoenix Leasing Growth Fund 1982 (the Partnership)  reported net income
of $93,000 and $385,000 for the three and nine months ended  September 30, 1995,
respectively,  compared to net income of $127,000 and  $286,000  during the same
periods in the prior year.  The  decrease in  earnings  during the three  months
ended  September  30, 1995,  as compared to the same period in 1994, is due to a
decrease in the gain on the sale of equipment  and a decrease in rental  income.
The increase in earnings  during the nine months ended  September  30, 1995,  as
compared to the same period in 1994, is primarily attributable to an increase in
earnings from joint ventures, as well as, a reduction in provision for losses on
receivables and a decrease in depreciation expense.

         The $47,000  decrease in total  revenues  during the three months ended
September 30, 1995, as compared to the same period in 1994, is due to a decrease
in rental income and a decreased  gain on the sale of equipment.  The large gain
on sale of equipment  during 1994 was attributable to the sale of equipment back
to the original  manufacturer,  in which the  Partnership  was released from all
obligations  to such  manufacturer  including the  outstanding  note payable and
accrued interest of $84,000. The release of this obligation was included in gain
on the sale of equipment  during the three and nine months ended  September  30,
1994.  The decrease in rental  income is due to the reduction in the size of the
equipment portfolio as a result of the ongoing liquidation of equipment. Because
the Partnership is in its  liquidation  stage, it is not expected to acquire any
additional  equipment.  As a result, rental revenues are expected to continue to
decline as the portfolio is liquidated and the remaining  equipment is re-leased
at lower rental rates.  At September 30, 1995, the  Partnership  owned equipment
with an aggregate original cost of $1.2 million,  as compared to $3.0 million at
September 30, 1994.

         The $4,000  increase in total  revenues  during the nine  months  ended
September  30, 1995, as compared to the same period in 1994, is primarily due to
the increase in earnings  from joint  ventures.  The  increase in earnings  from
joint ventures will be discussed under "Joint  Ventures".  Rental income did not
decrease as much during the nine months ended  September 30, 1995, when compared
to the decrease  during the three months ended  September 30, 1995. This was due
the recognition of prepaid rent that had previously been recorded as a liability
during the nine months ended  September 30, 1995.  During the three months ended
September  30, 1995,  it was  determined  that these  payments  were no longer a
liability  and the amount  was  subsequently  recognized  as rental  income.  An
additional  item included in rental  income for the nine months ended  September
30, 1995 is the recognition of a mandatory purchase option which came due on one
of the Partnership's leases.

         The primary factor contributing to the increase of interest income from
notes  receivable  for the three  and nine  months  ended  September  30,  1995,
compared  to the same  periods  in the prior  year,  is due to the payoff of the
Partnership's  two  remaining  notes  receivable  from cable  television  system
operators.  The  Partnership's  outstanding notes receivable had been in default
and the  Partnership  had suspended the  recognition of interest income on these
notes.  One note was paid off during the second quarter of 1995,  which resulted
in the reversal of a provision for losses on notes  receivable of $52,000 as the
Partnership  received  proceeds for a note that had been fully provided for. The
second  note was paid  off in the  third  quarter  of 1995 and  resulted  in the
recognition of interest income. The Partnership had suspended the accrual
Page 10 of 13

of interest  income on this note in a prior period.  Upon receipt of the payoff,
the proceeds  were first applied to the net carrying  amount of this note,  with
the  excess  being  recognized  as  interest  income.  The  payoff  of this last
remaining note receivable  resulted in the  Partnership  reversing its remaining
allowance for losses on notes receivable of $7,000.

         Because the Partnership is in its liquidation stage, it is not expected
that the  Partnership  will  acquire  any  additional  equipment.  As a  result,
revenues are expected to continue to decline as the portfolio is liquidated  and
the  remaining  equipment is re-leased at lower rental  rates.  At September 30,
1995, the Partnership  owned  equipment,  excluding the  Partnership's  pro rata
interest in joint ventures,  with an aggregate  original cost of $1.2 million as
compared to $3.0 million at September 30, 1994.

         Total  expenses  decreased by $13,000 and $95,000  during the three and
nine months ended  September  30, 1995, as compared to the same periods in 1994.
The decrease was attributable to decreases in depreciation expense and provision
for losses on receivables. The absence of depreciation expense for the three and
nine months ended September 30, 1995, compared to depreciation expense of $9,000
and $28,000  for the same  periods in the prior  year,  is due to the  remaining
equipment portfolio having been fully depreciated.

         The receipt of settlements  from the  Partnership's  two defaulted note
receivable from cable  television  system  operators  caused  management fees to
increase by $5,000 and $8,000 for the three and nine months ended  September 30,
1995, when compared to the same periods in 1994.

 Joint Ventures

         The Partnership has made investments in various equipment and financing
joint ventures along with other affiliated  partnerships  managed by the General
Partner for the purpose of spreading the risk of investing in certain  equipment
leasing and  financing  transactions.  These joint  ventures  are not  currently
making  any  significant  additional  investments  in new  equipment  leasing or
financing  transactions.  As a  result,  the  earnings  and cash  flow from such
investments  are  anticipated  to  continue  to  decline as the  portfolios  are
released at lower rental rates and eventually liquidated.

         The increase in earnings from joint ventures of $41,000 and $81,000 for
the three and nine months ended September 30, 1995, respectively, as compared to
the same periods in the  previous  year is due to  increased  earnings  from two
equipment  joint  ventures.  The increase in earnings from one joint venture was
due to a decline in depreciation  expense and lease related operating  expenses.
The decrease in  depreciation  expense is the result of its equipment  portfolio
having been fully  depreciated.  The increase in earnings  from the second joint
venture is due to this joint venture having been formed in October of 1994. As a
result,  there were no comparable  earnings  from this joint venture  during the
three or nine months ended September 30, 1994.

Liquidity and Capital Resources

         The  Partnership  reported net cash  provided by leasing and  financing
activities of $18,000 for the nine months ended September 30, 1995,  compared to
net cash provided by leasing and  financing  activities of $232,000 for the same
period in 1994.  The  decrease  for the nine months  ended  September  30, 1995,
compared  to the same  period in the prior  year,  is the result of a payment of
liquidation fees payable to the General Partner.
Page 11 of 13

         Cash  distributions  from equipment joint ventures increased by $78,000
for the nine months ended  September  30,  1995,  compared to the same period in
1994. The increase is primarily attributable to a new investment made in a newly
formed  joint  venture  during the  fourth  quarter of 1994.  In  addition,  one
equipment joint venture experienced an increase in cash available as a result of
a decline in lease related operating expenses.

         As of September 30, 1995,  the  Partnership  owned  equipment  held for
lease with a purchase  price of $986,000  and a net book value of $0 compared to
$1,687,000  and $1,000 at September  30, 1994.  The General  Partner is actively
engaged,  on  behalf  of  the  Partnership,   in  remarketing  and  selling  the
Partnership's off-lease equipment portfolio.

         The limited  partners  received cash  distributions  of $1,223,000  and
$1,211,000   during  the  nine  months  ended   September  30,  1995  and  1994,
respectively.  As a result,  the cumulative  cash  distributions  to the limited
partners are  $37,660,000  and  $36,438,000  as of September  30, 1995 and 1994,
respectively.  The General  Partner did not receive cash  distributions  for the
periods ended September 30, 1995 and 1994.

         Distributions  to partners  are now being made  annually on January 15.
The distribution  made on January 15, 1995 was at approximately the same rate as
January of 1994. The distribution to be made on January 15, 1996 is projected to
be made at a lower rate than the 1995 distribution.

         Cash  generated  from leasing and financing  operations has been and is
anticipated  to continue to be sufficient to meet the  Partnership's  continuing
operational expenses.
Page 12 of 13

                        PHOENIX LEASING GROWTH FUND 1982

                               September 30, 1995

                           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
Page 13 of 13

                                   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 LEASING GROWTH FUND 1982
                                                                       (Registrant)
Date                                       Title                                      Signature
November 13, 1995                                                                       /S/ PARITOSH K. CHOKSI
- - -----------------                              Chief Financial Officer,                 ----------------------
                                               Senior Vice President                    (Paritosh K. Choksi)
                                               and Treasurer of
                                               Phoenix Leasing Incorporated
                                               General Partner

November 13, 1995                                                                       /S/ BRYANT J. TONG
- - -----------------                              Senior Vice President,                   ------------------
                                               Financial Operations                     (Bryant J. Tong)
                                               (Principal Accounting Officer)
                                               and a Director of
                                               Phoenix Leasing Incorporated
                                               General Partner

November 13, 1995                                                                       /S/ GARY W. MARTINEZ
- - -----------------                              Senior Vice President of                 --------------------
                                               Phoenix Leasing Incorporated             (Gary W. Martinez)
                                               General Partner

November 13, 1995                                                                       /S/ MICHAEL K. ULYATT
- - -----------------                              Partnership Controller                   ---------------------
                                               Phoenix Leasing Incorporated             (Michael K. Ulyatt)
                                               General Partner