Page 1 of 11


                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 June 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 0-11170
                                                -------


                        PHOENIX LEASING GROWTH FUND 1982
- --------------------------------------------------------------------------------
                                   Registrant

            California                                     94-2735710
- -----------------------------------           ----------------------------------
       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
requirements for the past 90 days.

                            Yes __X__       No _____


<PAGE>


                                                                    Page 2 of 11


                          Part I. Financial Information
                          -----------------------------

                          Item 1. Financial Statements
                        PHOENIX LEASING GROWTH FUND 1982
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                          June 30,  December 31,
                                                            1996        1995
                                                            ----        ----
ASSETS

Cash and cash equivalents                                  $   556      $ 1,078

Accounts receivable                                             12           27

Equipment on operating leases and held for
     lease (net of accumulated depreciation
     and obsolescence reserves of $578 at
     June 30, 1996 and December 31, 1995)                     --           --

Investment in joint ventures                                   149          283

Securities, available-for-sale                                  55           60


Other assets                                                     6            5
                                                           -------      -------


     Total Assets                                          $   778      $ 1,453
                                                           =======      =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

     Accounts payable and accrued expenses                 $ 1,881      $ 1,949
                                                           -------      -------

     Total Liabilities                                       1,881        1,949
                                                           -------      -------

Partners' Capital (Deficit):

     General Partner                                          (408)        (410)

     Limited Partners, 44,000 units authorized,
       41,798 units issued and 40,343 units
       outstanding at June 30, 1996 and
       December 31, 1995                                      (704)         (63)

     Unrealized gains (losses) on
       available-for-sale securities                             9          (23)
                                                           -------      -------

     Total Partners' Capital (Deficit)                      (1,103)        (496)
                                                           -------      -------

     Total Liabilities and Partners' Capital (Deficit)     $   778      $ 1,453
                                                           =======      =======


                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                    Page 3 of 11


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

                                            Three Months Ended  Six Months Ended
                                                  June 30,          June 30,
                                               1996     1995      1996     1995
                                               ----     ----      ----     ----
INCOME

     Rental income                            $   1    $  68     $   4    $ 145
     Gain on sale of equipment                 --          4      --         11
     Equity in earnings from
       joint ventures, net                       49       69       165      112
     Gain on sale of securities                  11     --          11     --
     Other income                                10       17        17       30
                                              -----    -----     -----    -----

        Total Income                             71      158       197      298
                                              -----    -----     -----    -----

EXPENSES

     Lease related operating expenses          --       --        --          8
     Management fees to General Partner           3        9         4       15
     Provision for losses on receivables       --        (51)     --        (52)
     General and administrative expenses         11       18        25       35
                                              -----    -----     -----    -----

        Total Expenses                           14      (24)       29        6
                                              -----    -----     -----    -----

NET INCOME                                    $  57    $ 182     $ 168    $ 292
                                              =====    =====     =====    =====


NET INCOME PER LIMITED
     PARTNERSHIP UNIT                         $1.40    $4.47     $4.13    $7.17
                                              =====    =====     =====    =====

DISTRIBUTIONS PER LIMITED
     PARTNERSHIP UNIT                         $--      $--       $20.01   $30.31
                                              =====    =====     =====    =====

ALLOCATION OF NET INCOME:
     General Partner                          $--      $   2     $   1    $   3
     Limited Partners                            57      180       167      289
                                              -----    -----     -----    -----

                                              $  57    $ 182     $ 168    $ 292
                                              =====    =====     =====    =====

                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                    Page 4 of 11


                        PHOENIX LEASING GROWTH FUND 1982
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                              Six Months Ended
                                                                  June 30,
                                                              1996        1995
                                                              ----        ----
Operating Activities:
   Net income                                               $   168     $   292
   Adjustments to reconcile net income to net cash
     used by operating activities:
       Gain on sale of equipment                               --           (11)
       Equity in earnings from joint ventures, net             (165)       (112)
       Provision for early termination, financing leases       --            (1)
       Provision for losses on notes receivable                --           (53)
       Provision for doubtful accounts receivable              --             2
       Decrease in accounts receivable                           15           1
       Decrease in accounts payable and accrued expenses        (68)       (317)
       Decrease (increase) in other assets                       (1)         11
       Gain on securities                                       (11)       --
                                                            -------     -------

   Net cash used by operating activities                        (62)       (188)
                                                            -------     -------

Investing Activities:
   Principal payments, financing leases                        --             1
   Principal payments, notes receivable                        --            62
   Proceeds from sale of equipment                             --            11
   Distributions from joint ventures                            299         164
   Proceeds from sale of securities                              48        --
                                                            -------     -------

   Net cash provided by investing activities                    347         238
                                                            -------     -------

Financing Activities:
   Payments of principal, notes payable                        --          --
   Distributions to partners                                   (807)     (1,223)
                                                            -------     -------

   Net cash used by financing activities                       (807)     (1,223)
                                                            -------     -------

Decrease in cash and cash equivalents                          (522)     (1,173)

Cash and cash equivalents, beginning of period                1,078       1,975
                                                            -------     -------

Cash and cash equivalents, end of period                    $   556     $   802
                                                            =======     =======

                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                    Page 5 of 11


                        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.

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.       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 six month periods
ended June 30, 1996 and 1995.  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.



<PAGE>


                                                                    Page 6 of 11


Note 5.       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   Six Months Ended
                                                June 30,            June 30,
                                             1996      1995      1996      1995
                                             ----      ----      ----      ----
INCOME
Rental income                               $  735    $1,217    $1,407    $2,136
Gain on sale of equipment                      295       298       543       876
Other income                                    41        49        82       109
                                            ------    ------    ------    ------
         Total income                        1,071     1,564     2,032     3,121
                                            ------    ------    ------    ------

EXPENSES
Depreciation                                    84       113       173       460
Lease related  operating expenses              420       800       884     1,531
Management fees to General Partner              36        62        68       126
General and administrative expenses              2         4         5         8
                                            ------    ------    ------    ------
         Total expenses                        542       979     1,130     2,125
                                            ------    ------    ------    ------
Net income                                  $  529    $  585    $  902    $  996
                                            ======    ======    ======    ======

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  Six Months Ended
                                                 June 30,           June 30,
                                              1996      1995      1996      1995
                                              ----      ----      ----      ----
INCOME
Interest income - notes receivable            $  6      $ 21      $ 24      $ 48
Other income                                    16        62        18        67
                                              ----      ----      ----      ----
         Total income                           22        83        42       115
                                              ----      ----      ----      ----

EXPENSES
Management fees to General Partner               1         4         1         5
General and administrative expenses              2         5         7        12
                                              ----      ----      ----      ----
         Total expenses                          3         9         8        17
                                              ----      ----      ----      ----
Net income                                    $ 19      $ 74      $ 34      $ 98
                                              ====      ====      ====      ====






<PAGE>


                                                                    Page 7 of 11


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   Six Months Ended
                                                June 30,            June 30,
                                             1996      1995      1996      1995
                                             ----      ----      ----      ----
INCOME
Subscriber revenue                         $ --       $  174    $   54    $  343
Gain (adjustment to gain) on sale
  of cable system                             (35)      --       1,205      --
Other income                                    1          2        10         6
                                           ------     ------    ------    ------
         Total income                         (34)       176     1,269       349
                                           ------     ------    ------    ------


EXPENSES
Depreciation and amortization                --           38        13        77
Program services                             --           43        12        87
Management fees to an affiliate of
  the General Partner                           1          8       121        16
General and administrative expenses          --           47        46       102
Provision for losses on accounts
  receivable                                 --            2      --           3
                                           ------     ------    ------    ------
         Total expenses                         1        138       192       285
                                           ------     ------    ------    ------
Net income (loss)                          $  (35)    $   38    $1,077    $   64
                                           ======     ======    ======    ======


<PAGE>


                                                                    Page 8 of 11


                        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  $57,000  and  $168,000  for the three and six months  ended  June 30,  1996,
respectively,  compared to net income of $182,000 and  $292,000  during the same
periods in the prior year. The decrease in earnings is primarily attributable to
a decrease in rental income.

         Total revenues  decreased by $87,000 and $101,000 for the three and six
months  ended June 30, 1996,  respectively,  compared to the same periods in the
prior year.  The decrease in total  revenues is  primarily  due to a decrease in
rental  income.  The  increase in earnings  from joint  ventures  during the six
months ended June 30, 1996 will be  discussed  under  "Joint  Ventures".  Rental
income decreased by $67,000 and $141,000 for the three and six months ended June
30, 1996,  respectively,  compared to the same periods in 1995. The increase for
the three and six months  ended  June 30,  1995 is  primarily  the result of the
recognition  of prepaid rent that had  previously  been recorded as a liability.
During  the three  months  ended June 30,  1995,  it was  determined  that these
payments were no longer a liability and the amount was  subsequently  recognized
as rental income.  An additional  factor  contributing to the increase in rental
income for the six months ended June 30, 1995 is the  recognition of a mandatory
purchase option which came due on one of the Partnership's leases.

         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 June 30, 1996, the Partnership
owned  equipment  with an  aggregate  original  cost  of  $722,000  compared  to
$1,348,000 at June 30, 1995.

         Total  expenses  increased by $38,000 and $23,000  during the three and
six months  ended June 30, 1996,  respectively,  compared to the same periods in
1995. The increase is primarily  attributable  to an adjustment to the provision
for losses on receivables of $53,000 made during 1995. This downward  adjustment
to the provision for losses on receivables, which resulted in the recognition of
income,  was made upon the settlement of a defaulted note receivable  during the
second quarter of 1995. Most other expense items decreased  during the three and
six months ended June 30, 1996, as compared to the same period in 1995.

         The receipt of a settlement  from a defaulted  note  receivable  from a
cable television system operator,  as well as increased rental income,  resulted
in higher management fees for both the three and six months ended June 30, 1995.

 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
re-leased at lower rental rates and eventually liquidated.



<PAGE>


                                                                    Page 9 of 11


        The increase in earnings from joint ventures of $53,000 and the increase
in  distributions  from joint ventures of $135,000 for the six months ended June
30, 1996, as compared to the same period in the previous  year, is primarily due
to the sale of a cable  system  in one of the  foreclosed  cable  systems  joint
ventures in which the Partnership has an interest.

Liquidity and Capital Resources

         The  Partnership  reported  net  cash  used by  leasing  and  financing
activities  of $62,000 and  $125,000  for the six months ended June 30, 1996 and
1995. The decrease experienced during the six months ended June 30, 1995 was the
result of a payment of $200,000 in liquidation  fees paid to the General Partner
as  compared to $65,000 of  payments  made during the six months  ended June 30,
1996.

         During the six months ended June 30,  1996,  the  Partnership  received
cash distributions of $181,000 from foreclosed cable systems joint ventures,  as
compared to cash  distributions  of $8,000 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.

         In contrast,  cash  distributions  from  equipment and financing  joint
ventures  decreased by $38,000 for the six months ended June 30, 1996,  compared
to the same period in 1995.  The decrease is primarily due to a decrease in cash
available.

         As of June 30, 1996, the  Partnership had equipment held for lease with
a purchase  price of $722,000 and a net book value of $0 compared to  $1,102,000
and $0 at June 30, 1995. 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  $807,000  and
$1,223,000 during the six months ended June 30, 1996 and 1995, respectively.  As
a  result,  the  cumulative  cash  distributions  to the  Limited  Partners  are
$38,467,000  and  $37,660,000  as of June 30, 1996 and 1995,  respectively.  The
General  Partner did not receive cash  distributions  for the periods ended June
30, 1996 and 1995.

         Distributions  to partners  are being made  annually on January 15. The
distribution  made on  January  15,  1996 was 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 10 of 11


                        PHOENIX LEASING GROWTH FUND 1982

                                  June 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


<PAGE>


                                                                   Page 11 of 11


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


August 13, 1996      Chief Financial Officer,             /S/ PARITOSH K. CHOKSI
- ---------------      Senior Vice President                ----------------------
                     and Treasurer of                     (Paritosh K. Choksi)
                     Phoenix Leasing Incorporated
                     General Partner


August 13, 1996      Senior Vice President,               /S/ BRYANT J. TONG
- ---------------      Financial Operations                 ----------------------
                     (Principal Accounting Officer)       (Bryant J. Tong)
                     Phoenix Leasing Incorporated
                     General Partner


August 13, 1996      Partnership Controller               /S/ MICHAEL K. ULYATT
- ---------------      Phoenix Leasing Incorporated         ----------------------
                     General Partner                      (Michael K. Ulyatt)
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{"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": "96610301"}, "business-address": {"street1": "2401 KERNER BLVD", "city": "SAN RAFAEL", "state": "CA", "zip": "94901", "phone": "4154854500"}}
Page 1 of 11

                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 June 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 0-11170
                                                -------

                        PHOENIX LEASING GROWTH FUND 1982
- --------------------------------------------------------------------------------
                                   Registrant

            California                                     94-2735710
- -----------------------------------           ----------------------------------
       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
requirements for the past 90 days.

                            Yes __X__       No _____
Page 2 of 11

                          Part I. Financial Information
                          -----------------------------

                          Item 1. Financial Statements
                        PHOENIX LEASING GROWTH FUND 1982
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                          June 30,  December 31,
                                                            1996        1995
                                                            ----        ----
ASSETS

Cash and cash equivalents                                  $   556      $ 1,078

Accounts receivable                                             12           27

Equipment on operating leases and held for
     lease (net of accumulated depreciation
     and obsolescence reserves of $578 at
     June 30, 1996 and December 31, 1995)                     --           --

Investment in joint ventures                                   149          283

Securities, available-for-sale                                  55           60

Other assets                                                     6            5
                                                           -------      -------

     Total Assets                                          $   778      $ 1,453
                                                           =======      =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

     Accounts payable and accrued expenses                 $ 1,881      $ 1,949
                                                           -------      -------

     Total Liabilities                                       1,881        1,949
                                                           -------      -------

Partners' Capital (Deficit):

     General Partner                                          (408)        (410)

     Limited Partners, 44,000 units authorized,
       41,798 units issued and 40,343 units
       outstanding at June 30, 1996 and
       December 31, 1995                                      (704)         (63)

     Unrealized gains (losses) on
       available-for-sale securities                             9          (23)
                                                           -------      -------

     Total Partners' Capital (Deficit)                      (1,103)        (496)
                                                           -------      -------

     Total Liabilities and Partners' Capital (Deficit)     $   778      $ 1,453
                                                           =======      =======

                     The accompanying notes are an integral
                            part of these statements.
Page 3 of 11

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

                                            Three Months Ended  Six Months Ended
                                                  June 30,          June 30,
                                               1996     1995      1996     1995
                                               ----     ----      ----     ----
INCOME

     Rental income                            $   1    $  68     $   4    $ 145
     Gain on sale of equipment                 --          4      --         11
     Equity in earnings from
       joint ventures, net                       49       69       165      112
     Gain on sale of securities                  11     --          11     --
     Other income                                10       17        17       30
                                              -----    -----     -----    -----

        Total Income                             71      158       197      298
                                              -----    -----     -----    -----

EXPENSES

     Lease related operating expenses          --       --        --          8
     Management fees to General Partner           3        9         4       15
     Provision for losses on receivables       --        (51)     --        (52)
     General and administrative expenses         11       18        25       35
                                              -----    -----     -----    -----

        Total Expenses                           14      (24)       29        6
                                              -----    -----     -----    -----

NET INCOME                                    $  57    $ 182     $ 168    $ 292
                                              =====    =====     =====    =====

NET INCOME PER LIMITED
     PARTNERSHIP UNIT                         $1.40    $4.47     $4.13    $7.17
                                              =====    =====     =====    =====

DISTRIBUTIONS PER LIMITED
     PARTNERSHIP UNIT                         $--      $--       $20.01   $30.31
                                              =====    =====     =====    =====

ALLOCATION OF NET INCOME:
     General Partner                          $--      $   2     $   1    $   3
     Limited Partners                            57      180       167      289
                                              -----    -----     -----    -----

                                              $  57    $ 182     $ 168    $ 292
                                              =====    =====     =====    =====

                     The accompanying notes are an integral
                            part of these statements.
Page 4 of 11

                        PHOENIX LEASING GROWTH FUND 1982
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                              Six Months Ended
                                                                  June 30,
                                                              1996        1995
                                                              ----        ----
Operating Activities:
   Net income                                               $   168     $   292
   Adjustments to reconcile net income to net cash
     used by operating activities:
       Gain on sale of equipment                               --           (11)
       Equity in earnings from joint ventures, net             (165)       (112)
       Provision for early termination, financing leases       --            (1)
       Provision for losses on notes receivable                --           (53)
       Provision for doubtful accounts receivable              --             2
       Decrease in accounts receivable                           15           1
       Decrease in accounts payable and accrued expenses        (68)       (317)
       Decrease (increase) in other assets                       (1)         11
       Gain on securities                                       (11)       --
                                                            -------     -------

   Net cash used by operating activities                        (62)       (188)
                                                            -------     -------

Investing Activities:
   Principal payments, financing leases                        --             1
   Principal payments, notes receivable                        --            62
   Proceeds from sale of equipment                             --            11
   Distributions from joint ventures                            299         164
   Proceeds from sale of securities                              48        --
                                                            -------     -------

   Net cash provided by investing activities                    347         238
                                                            -------     -------

Financing Activities:
   Payments of principal, notes payable                        --          --
   Distributions to partners                                   (807)     (1,223)
                                                            -------     -------

   Net cash used by financing activities                       (807)     (1,223)
                                                            -------     -------

Decrease in cash and cash equivalents                          (522)     (1,173)

Cash and cash equivalents, beginning of period                1,078       1,975
                                                            -------     -------

Cash and cash equivalents, end of period                    $   556     $   802
                                                            =======     =======

                     The accompanying notes are an integral
                            part of these statements.
Page 5 of 11

                        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.

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.       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 six month periods
ended June 30, 1996 and 1995.  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.
Page 6 of 11

Note 5.       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   Six Months Ended
                                                June 30,            June 30,
                                             1996      1995      1996      1995
                                             ----      ----      ----      ----
INCOME
Rental income                               $  735    $1,217    $1,407    $2,136
Gain on sale of equipment                      295       298       543       876
Other income                                    41        49        82       109
                                            ------    ------    ------    ------
         Total income                        1,071     1,564     2,032     3,121
                                            ------    ------    ------    ------

EXPENSES
Depreciation                                    84       113       173       460
Lease related  operating expenses              420       800       884     1,531
Management fees to General Partner              36        62        68       126
General and administrative expenses              2         4         5         8
                                            ------    ------    ------    ------
         Total expenses                        542       979     1,130     2,125
                                            ------    ------    ------    ------
Net income                                  $  529    $  585    $  902    $  996
                                            ======    ======    ======    ======

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  Six Months Ended
                                                 June 30,           June 30,
                                              1996      1995      1996      1995
                                              ----      ----      ----      ----
INCOME
Interest income - notes receivable            $  6      $ 21      $ 24      $ 48
Other income                                    16        62        18        67
                                              ----      ----      ----      ----
         Total income                           22        83        42       115
                                              ----      ----      ----      ----

EXPENSES
Management fees to General Partner               1         4         1         5
General and administrative expenses              2         5         7        12
                                              ----      ----      ----      ----
         Total expenses                          3         9         8        17
                                              ----      ----      ----      ----
Net income                                    $ 19      $ 74      $ 34      $ 98
                                              ====      ====      ====      ====
Page 7 of 11

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   Six Months Ended
                                                June 30,            June 30,
                                             1996      1995      1996      1995
                                             ----      ----      ----      ----
INCOME
Subscriber revenue                         $ --       $  174    $   54    $  343
Gain (adjustment to gain) on sale
  of cable system                             (35)      --       1,205      --
Other income                                    1          2        10         6
                                           ------     ------    ------    ------
         Total income                         (34)       176     1,269       349
                                           ------     ------    ------    ------

EXPENSES
Depreciation and amortization                --           38        13        77
Program services                             --           43        12        87
Management fees to an affiliate of
  the General Partner                           1          8       121        16
General and administrative expenses          --           47        46       102
Provision for losses on accounts
  receivable                                 --            2      --           3
                                           ------     ------    ------    ------
         Total expenses                         1        138       192       285
                                           ------     ------    ------    ------
Net income (loss)                          $  (35)    $   38    $1,077    $   64
                                           ======     ======    ======    ======
Page 8 of 11

                        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  $57,000  and  $168,000  for the three and six months  ended  June 30,  1996,
respectively,  compared to net income of $182,000 and  $292,000  during the same
periods in the prior year. The decrease in earnings is primarily attributable to
a decrease in rental income.

         Total revenues  decreased by $87,000 and $101,000 for the three and six
months  ended June 30, 1996,  respectively,  compared to the same periods in the
prior year.  The decrease in total  revenues is  primarily  due to a decrease in
rental  income.  The  increase in earnings  from joint  ventures  during the six
months ended June 30, 1996 will be  discussed  under  "Joint  Ventures".  Rental
income decreased by $67,000 and $141,000 for the three and six months ended June
30, 1996,  respectively,  compared to the same periods in 1995. The increase for
the three and six months  ended  June 30,  1995 is  primarily  the result of the
recognition  of prepaid rent that had  previously  been recorded as a liability.
During  the three  months  ended June 30,  1995,  it was  determined  that these
payments were no longer a liability and the amount was  subsequently  recognized
as rental income.  An additional  factor  contributing to the increase in rental
income for the six months ended June 30, 1995 is the  recognition of a mandatory
purchase option which came due on one of the Partnership's leases.

         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 June 30, 1996, the Partnership
owned  equipment  with an  aggregate  original  cost  of  $722,000  compared  to
$1,348,000 at June 30, 1995.

         Total  expenses  increased by $38,000 and $23,000  during the three and
six months  ended June 30, 1996,  respectively,  compared to the same periods in
1995. The increase is primarily  attributable  to an adjustment to the provision
for losses on receivables of $53,000 made during 1995. This downward  adjustment
to the provision for losses on receivables, which resulted in the recognition of
income,  was made upon the settlement of a defaulted note receivable  during the
second quarter of 1995. Most other expense items decreased  during the three and
six months ended June 30, 1996, as compared to the same period in 1995.

         The receipt of a settlement  from a defaulted  note  receivable  from a
cable television system operator,  as well as increased rental income,  resulted
in higher management fees for both the three and six months ended June 30, 1995.

 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
re-leased at lower rental rates and eventually liquidated.
Page 9 of 11

        The increase in earnings from joint ventures of $53,000 and the increase
in  distributions  from joint ventures of $135,000 for the six months ended June
30, 1996, as compared to the same period in the previous  year, is primarily due
to the sale of a cable  system  in one of the  foreclosed  cable  systems  joint
ventures in which the Partnership has an interest.

Liquidity and Capital Resources

         The  Partnership  reported  net  cash  used by  leasing  and  financing
activities  of $62,000 and  $125,000  for the six months ended June 30, 1996 and
1995. The decrease experienced during the six months ended June 30, 1995 was the
result of a payment of $200,000 in liquidation  fees paid to the General Partner
as  compared to $65,000 of  payments  made during the six months  ended June 30,
1996.

         During the six months ended June 30,  1996,  the  Partnership  received
cash distributions of $181,000 from foreclosed cable systems joint ventures,  as
compared to cash  distributions  of $8,000 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.

         In contrast,  cash  distributions  from  equipment and financing  joint
ventures  decreased by $38,000 for the six months ended June 30, 1996,  compared
to the same period in 1995.  The decrease is primarily due to a decrease in cash
available.

         As of June 30, 1996, the  Partnership had equipment held for lease with
a purchase  price of $722,000 and a net book value of $0 compared to  $1,102,000
and $0 at June 30, 1995. 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  $807,000  and
$1,223,000 during the six months ended June 30, 1996 and 1995, respectively.  As
a  result,  the  cumulative  cash  distributions  to the  Limited  Partners  are
$38,467,000  and  $37,660,000  as of June 30, 1996 and 1995,  respectively.  The
General  Partner did not receive cash  distributions  for the periods ended June
30, 1996 and 1995.

         Distributions  to partners  are being made  annually on January 15. The
distribution  made on  January  15,  1996 was 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 10 of 11

                        PHOENIX LEASING GROWTH FUND 1982

                                  June 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
Page 11 of 11

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

August 13, 1996      Chief Financial Officer,             /S/ PARITOSH K. CHOKSI
- ---------------      Senior Vice President                ----------------------
                     and Treasurer of                     (Paritosh K. Choksi)
                     Phoenix Leasing Incorporated
                     General Partner

August 13, 1996      Senior Vice President,               /S/ BRYANT J. TONG
- ---------------      Financial Operations                 ----------------------
                     (Principal Accounting Officer)       (Bryant J. Tong)
                     Phoenix Leasing Incorporated
                     General Partner

August 13, 1996      Partnership Controller               /S/ MICHAEL K. ULYATT
- ---------------      Phoenix Leasing Incorporated         ----------------------
                     General Partner                      (Michael K. Ulyatt)