Page 1 of 12



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    ---------

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 1996

                                                 OR

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

         For the transition period from ______________ to______________.

                         Commission file number 0-11170
                                                -------


                        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>


                                                                    Page 2 of 12


                          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,
                                                        1996            1995
                                                        ----            ----
ASSETS

Cash and cash equivalents                             $   598          $ 1,078

Accounts receivable                                         3               27

Equipment on operating leases and held for
    lease (net of accumulated depreciation of
    $525 and $578 at September 30, 1996 and
    December 31, 1995 respectively)                      --               --

Investment in joint ventures                              150              283

Securities, available-for-sale                             54               60

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

    Total Assets                                      $   811          $ 1,453
                                                      =======          =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

    Accounts payable and accrued expenses             $ 1,875          $ 1,949
                                                      -------          -------

    Total Liabilities                                   1,875            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 September 30, 1996
      and December 31, 1995                              (663)             (63)

    Unrealized gains (losses) on available-for-sale
      securities                                            7              (23)
                                                      -------          -------

    Total Partners' Capital (Deficit)                  (1,064)            (496)
                                                      -------          -------

    Total Liabilities and Partners' Capital (Deficit) $   811          $ 1,453
                                                      =======          =======

                 The accompanying notes are an integral part of
                                these statements.

<PAGE>


                                                                    Page 3 of 12


                        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,
                                          1996       1995       1996      1995
                                          ----       ----       ----      ----
INCOME

  Rental income                           $   1      $  13     $    5    $  157
  Equity in earnings from joint
    ventures, net                            46         61        210       174
  Gain on sale of equipment                --            1       --          12
  Gain on sale of securities               --         --           11      --
  Interest income, notes receivable        --           21       --          21
  Other income                                8         14         25        44
                                          -----      -----     ------    ------

     Total Income                            55        110        251       408
                                          -----      -----     ------    ------

EXPENSES

    Lease related operating expenses       --         --         --           8
    Management fees to General Partner        1          9          4        24
    Provision for losses on receivables       2         (7)         2       (59)
    General and administrative expenses      11         15         36        50
                                          -----      -----     ------    ------

    Total Expenses                           14         17         42        23
                                          -----      -----     ------    ------

NET INCOME                                $  41      $  93     $  209    $  385
                                          =====      =====     ======    ======


NET INCOME PER LIMITED
    PARTNERSHIP UNIT                      $1.01      $2.28     $ 5.14    $ 9.45
                                          =====      =====     ======    ======

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

ALLOCATION OF NET INCOME:
    General Partner                       $   1      $   1     $    2    $    4
    Limited Partners                         40         92        207       381
                                          -----      -----     ------    ------

                                          $  41      $  93     $  209    $  385
                                          =====      =====     ======    ======

                 The accompanying notes are an integral part of
                                these statements.

<PAGE>


                                                                    Page 4 of 12


                        PHOENIX LEASING GROWTH FUND 1982
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                             Nine Months Ended
                                                               September 30,
                                                             1996        1995
                                                             ----        ----
Operating Activities:

  Net income                                               $   209     $   385
  Adjustments to reconcile net income to net cash
    used by operating activities:
      Gain on sale of equipment                               --           (12)
      Gain on sale of securities                               (11)       --
      Equity in earnings from joint ventures, net             (210)       (174)
      Provision for early termination, financing leases       --            (1)
      Recovery of losses on notes receivable                  --           (69)
      Provision for doubtful accounts receivable                 2          11
      Decrease (increase) in accounts receivable                22          (2)
      Decrease in accounts payable and accrued expenses        (74)       (322)
      Decrease (increase) in other assets                       (1)         17
                                                           -------     -------

  Net cash used by operating activities                        (63)       (167)
                                                           -------     -------

Investing Activities:

  Principal payments, financing leases                        --             1
  Principal payments, notes receivable                        --           184
  Proceeds from sale of equipment                             --            12
  Proceeds from sale of securities                              47        --
  Distributions from joint ventures                            343         272
                                                           -------     -------

  Net cash provided by investing activities                    390         469
                                                           -------     -------

Financing Activities:

  Distributions to partners                                   (807)     (1,223)
                                                           -------     -------

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

Decrease in cash and cash equivalents                         (480)       (921)

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

Cash and cash equivalents, end of period                   $   598     $ 1,054
                                                           =======     =======

                 The accompanying notes are an integral part of
                                these statements.

<PAGE>


                                                                    Page 5 of 12


                        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 nine month periods ended
September  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 12


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     Nine Months Ended
                                           September 30,         September 30,
                                          1996       1995       1996       1995
                                          ----       ----       ----       ----
INCOME
Rental income                           $  631     $1,064     $2,038     $3,200
Gain on sale of equipment                  159        397        702      1,273
Other income                                32        572        114        681
                                        ------     ------     ------     ------
        Total income                       822      2,033      2,854      5,154
                                        ------     ------     ------     ------

EXPENSES
Depreciation                                81        629        254      1,089
Lease related operating expenses           283        710      1,167      2,241
Management fees to General Partner          33         94        101        220
General and administrative expenses          3          4          8         12
                                        ------     ------     ------     ------
        Total expenses                     400      1,437      1,530      3,562
                                        ------     ------     ------     ------
Net income                              $  422     $  596     $1,324     $1,592
                                        ======     ======     ======     ======

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,
                                          1996       1995       1996       1995
                                          ----       ----       ----       ----
INCOME
Interest income - notes receivable        $  9       $ 14       $ 32       $ 62
Other income                                 6          7         24         74
                                          ----       ----       ----       ----
        Total income                        15         21         56        136
                                          ----       ----       ----       ----

EXPENSES
Management fees to General Partner           1          2          1          7
General and administrative expenses          2          3         10         15
                                          ----       ----       ----       ----
        Total expenses                       3          5         11         22
                                          ----       ----       ----       ----
Net income                                $ 12       $ 16       $ 45       $114
                                          ====       ====       ====       ====






<PAGE>


                                                                    Page 7 of 12





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,
                                         1996       1995       1996       1995
                                         ----       ----       ----       ----
INCOME
Subscriber revenue                      $ --       $  166     $   54     $  508
Gain (adjustment to gain) on sale
 of cable system                             3       --        1,205       --
Other income                              --            3         10          9
                                        ------     ------     ------     ------
        Total income                         3        169      1,269        517
                                        ------     ------     ------     ------

EXPENSES
Depreciation and amortization             --           39         13        115
Program services                          --           48         12        135
Management fees to an affiliate of
  the General Partner                     --            8        121         23
General and administrative expenses       --           42         43        144
Provision for losses on accounts
  receivable                              --            2          1          5
                                        ------     ------     ------     ------
        Total expenses                    --          139        190        422
                                        ------     ------     ------     ------
Net income                              $    3     $   30     $1,079     $   95
                                        ======     ======     ======     ======


<PAGE>


                                                                    Page 8 of 12


                        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
$41,000 and  $209,000 for the three and nine months  ended  September  30, 1996,
respectively,  compared  to net income of $93,000 and  $385,000  during the same
periods in the prior year. The decrease in earnings is primarily attributable to
a decrease in rental  income for both the three and nine months ended  September
30, 1996.  In addition to a decrease in rental  income,  the absence of interest
income from notes  receivable also  contributed to the decline in net income for
the quarter ended September 30, 1996.

    Total  revenues  decreased  by $55,000 and  $157,000  for the three and nine
months ended September 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 and interest income from notes receivable. Rental income decreased
by $12,000 and $152,000 for the three and nine months ended  September 30, 1996,
respectively,  compared to the same periods in 1995.  Rental income for the nine
months ended  September 30, 1995 was higher than usual due to the recognition of
prepaid rent that had previously  been recorded as a liability.  During the nine
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 factor  contributing to the increase in rental income for the nine
months ended  September  30, 1995 was the  recognition  of a mandatory  purchase
option which came due on one of the Partnership's leases.

    The decline in rental  income for the three months ended  September 30, 1996
as compared to the same period in 1995 is  reflective of a 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, 1996, the Partnership owned
equipment with an aggregate  original cost of $668,000 compared to $1,207,000 at
September 30, 1995.

    The Partnership  received  payoffs from its two remaining  notes  receivable
from cable  television  system  operators during the nine months ended September
30, 1995. The Partnership's outstanding notes receivable had been in default and
the Partnership had suspended the recognition of interest income on these notes.
During the three months ended  September 30, 1995,  the  Partnership  received a
payoff of $141,000 of which $120,000 was applied  towards the  outstanding  note
receivable  balance and the remaining $21,000 was recognized as interest income.
The  remaining  allowance for this note of $7,000 was  recognized as income.  In
addition,  the remaining balance in the allowance for losses on notes receivable
of $9,000 was also  recognized as income during the three months ended September
30, 1995.

    In addition to the payoff previously  discussed,  the Partnership received a
payoff from  another  defaulted  note  receivable  during the nine months  ended
September 30, 1995. For this payoff, the Partnership received a partial recovery
of $56,000 which was applied  towards the $87,000  outstanding  note  receivable
balance.  The remaining $31,000 was written-off  through its related  allowance.
The related  allowance for 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 this  payoff,  the  Partnership  reduced  the  allowance  for losses on notes
receivable by $53,000.  This reduction in the allowance was recognized as income
during the nine months ended September 30, 1995.



<PAGE>


                                                                    Page 9 of 12


    Total expenses  decreased by $3,000 for the three months ended September 30,
1996 but increased by $19,000  compared to the same periods in 1995.  During the
nine months ended September 30, 1995, the Partnership  reduced its provision for
losses  on  receivables,  primarily  from  provision  for  losses  on its  notes
receivable,  which resulted in the recognition of income of $59,000.  There were
no such transactions  during 1996. Most other expense items decreased during the
three and nine months ended  September 30, 1996, as compared to the same periods
in 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
released at lower rental rates and eventually liquidated.

    The increase in earnings from joint  ventures of $36,000 and the increase in
distributions from joint ventures of $71,000 for the nine months ended September
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.

    The decrease in earnings from joint ventures of $15,000 for the three months
ended  September 30, 1996 is  attributable to a decline in revenues from several
equipment  joint  ventures  as a result of a  majority  of the  equipment  joint
ventures being in the liquidation stage.

Liquidity and Capital Resources

        The  Partnership  reported  net  cash  used  by  leasing  and  financing
activities  of $63,000 for the nine months ended  September 30, 1996 compared to
net cash  provided by leasing and  financing  activities of $18,000 for the nine
months ended September 30, 1995. The increase experienced during the nine months
ended September 30, 1995 was the result of two payoffs of notes receivable.

        During  the nine  months  ended  September  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 $102,000 for the nine months  ended  September  30, 1996,
compared to the same period in 1995. The decrease is primarily due to a decrease
in cash available.

        As of September 30, 1996, the  Partnership  had equipment held for lease
with a  purchase  price of  $668,000  and a net book  value  of $0  compared  to
$986,000 and $0 at September 30, 1995. The General Partner is actively  engaged,
on behalf of the  Partnership,  in  remarketing  and selling  the  Partnership's
off-lease equipment portfolio.



<PAGE>


                                                                   Page 10 of 12



        The  Limited  Partners  received  cash  distributions  of  $807,000  and
$1,223,000   during  the  nine  months  ended   September  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 September  30, 1996 and 1995,
respectively.  The General  Partner did not receive cash  distributions  for the
periods ended September 30, 1996 and 1995.

        Distributions  to  partners  are being made  annually on January 15. The
distribution  amount to be  distributed on January 15, 1997 is anticipated to be
lower than the January 15, 1996 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 11 of 12


                        PHOENIX LEASING GROWTH FUND 1982

                               September 30, 1996

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


Item 1.    Legal Proceedings.  Inapplicable.

Item 2.    Changes in Securities.  Inapplicable

Item 3.    Defaults Upon Senior Securities.  Inapplicable

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

Item 5.    Other Information.  Inapplicable

Item 6.    Exhibits and Reports on 8-K:

           a)  Exhibits:

               (27)   Financial Data Schedule

           b)  Reports on 8-K:  None


<PAGE>


                                                                   Page 12 of 12


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


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


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


November 12, 1996       Partnership Controller            /S/ MICHAEL K. ULYATT
-----------------       Phoenix Leasing Incorporated      ----------------------
                        General Partner                   (Michael K. Ulyatt)
[{"type": "10-Q", "sequence": "1", "description": "SEPTEMBER 30, 1996 10-Q", "secsgml_size_bytes": 30504}]
{"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": "96661283"}, "business-address": {"street1": "2401 KERNER BLVD", "city": "SAN RAFAEL", "state": "CA", "zip": "94901", "phone": "4154854500"}}
Page 1 of 12

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    ---------

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 1996

                                                 OR

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

         For the transition period from ______________ to______________.

                         Commission file number 0-11170
                                                -------

                        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 12

                          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,
                                                        1996            1995
                                                        ----            ----
ASSETS

Cash and cash equivalents                             $   598          $ 1,078

Accounts receivable                                         3               27

Equipment on operating leases and held for
    lease (net of accumulated depreciation of
    $525 and $578 at September 30, 1996 and
    December 31, 1995 respectively)                      --               --

Investment in joint ventures                              150              283

Securities, available-for-sale                             54               60

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

    Total Assets                                      $   811          $ 1,453
                                                      =======          =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

    Accounts payable and accrued expenses             $ 1,875          $ 1,949
                                                      -------          -------

    Total Liabilities                                   1,875            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 September 30, 1996
      and December 31, 1995                              (663)             (63)

    Unrealized gains (losses) on available-for-sale
      securities                                            7              (23)
                                                      -------          -------

    Total Partners' Capital (Deficit)                  (1,064)            (496)
                                                      -------          -------

    Total Liabilities and Partners' Capital (Deficit) $   811          $ 1,453
                                                      =======          =======

                 The accompanying notes are an integral part of
                                these statements.
Page 3 of 12

                        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,
                                          1996       1995       1996      1995
                                          ----       ----       ----      ----
INCOME

  Rental income                           $   1      $  13     $    5    $  157
  Equity in earnings from joint
    ventures, net                            46         61        210       174
  Gain on sale of equipment                --            1       --          12
  Gain on sale of securities               --         --           11      --
  Interest income, notes receivable        --           21       --          21
  Other income                                8         14         25        44
                                          -----      -----     ------    ------

     Total Income                            55        110        251       408
                                          -----      -----     ------    ------

EXPENSES

    Lease related operating expenses       --         --         --           8
    Management fees to General Partner        1          9          4        24
    Provision for losses on receivables       2         (7)         2       (59)
    General and administrative expenses      11         15         36        50
                                          -----      -----     ------    ------

    Total Expenses                           14         17         42        23
                                          -----      -----     ------    ------

NET INCOME                                $  41      $  93     $  209    $  385
                                          =====      =====     ======    ======

NET INCOME PER LIMITED
    PARTNERSHIP UNIT                      $1.01      $2.28     $ 5.14    $ 9.45
                                          =====      =====     ======    ======

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

ALLOCATION OF NET INCOME:
    General Partner                       $   1      $   1     $    2    $    4
    Limited Partners                         40         92        207       381
                                          -----      -----     ------    ------

                                          $  41      $  93     $  209    $  385
                                          =====      =====     ======    ======

                 The accompanying notes are an integral part of
                                these statements.
Page 4 of 12

                        PHOENIX LEASING GROWTH FUND 1982
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                             Nine Months Ended
                                                               September 30,
                                                             1996        1995
                                                             ----        ----
Operating Activities:

  Net income                                               $   209     $   385
  Adjustments to reconcile net income to net cash
    used by operating activities:
      Gain on sale of equipment                               --           (12)
      Gain on sale of securities                               (11)       --
      Equity in earnings from joint ventures, net             (210)       (174)
      Provision for early termination, financing leases       --            (1)
      Recovery of losses on notes receivable                  --           (69)
      Provision for doubtful accounts receivable                 2          11
      Decrease (increase) in accounts receivable                22          (2)
      Decrease in accounts payable and accrued expenses        (74)       (322)
      Decrease (increase) in other assets                       (1)         17
                                                           -------     -------

  Net cash used by operating activities                        (63)       (167)
                                                           -------     -------

Investing Activities:

  Principal payments, financing leases                        --             1
  Principal payments, notes receivable                        --           184
  Proceeds from sale of equipment                             --            12
  Proceeds from sale of securities                              47        --
  Distributions from joint ventures                            343         272
                                                           -------     -------

  Net cash provided by investing activities                    390         469
                                                           -------     -------

Financing Activities:

  Distributions to partners                                   (807)     (1,223)
                                                           -------     -------

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

Decrease in cash and cash equivalents                         (480)       (921)

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

Cash and cash equivalents, end of period                   $   598     $ 1,054
                                                           =======     =======

                 The accompanying notes are an integral part of
                                these statements.
Page 5 of 12

                        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 nine month periods ended
September  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 12

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     Nine Months Ended
                                           September 30,         September 30,
                                          1996       1995       1996       1995
                                          ----       ----       ----       ----
INCOME
Rental income                           $  631     $1,064     $2,038     $3,200
Gain on sale of equipment                  159        397        702      1,273
Other income                                32        572        114        681
                                        ------     ------     ------     ------
        Total income                       822      2,033      2,854      5,154
                                        ------     ------     ------     ------

EXPENSES
Depreciation                                81        629        254      1,089
Lease related operating expenses           283        710      1,167      2,241
Management fees to General Partner          33         94        101        220
General and administrative expenses          3          4          8         12
                                        ------     ------     ------     ------
        Total expenses                     400      1,437      1,530      3,562
                                        ------     ------     ------     ------
Net income                              $  422     $  596     $1,324     $1,592
                                        ======     ======     ======     ======

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,
                                          1996       1995       1996       1995
                                          ----       ----       ----       ----
INCOME
Interest income - notes receivable        $  9       $ 14       $ 32       $ 62
Other income                                 6          7         24         74
                                          ----       ----       ----       ----
        Total income                        15         21         56        136
                                          ----       ----       ----       ----

EXPENSES
Management fees to General Partner           1          2          1          7
General and administrative expenses          2          3         10         15
                                          ----       ----       ----       ----
        Total expenses                       3          5         11         22
                                          ----       ----       ----       ----
Net income                                $ 12       $ 16       $ 45       $114
                                          ====       ====       ====       ====
Page 7 of 12

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,
                                         1996       1995       1996       1995
                                         ----       ----       ----       ----
INCOME
Subscriber revenue                      $ --       $  166     $   54     $  508
Gain (adjustment to gain) on sale
 of cable system                             3       --        1,205       --
Other income                              --            3         10          9
                                        ------     ------     ------     ------
        Total income                         3        169      1,269        517
                                        ------     ------     ------     ------

EXPENSES
Depreciation and amortization             --           39         13        115
Program services                          --           48         12        135
Management fees to an affiliate of
  the General Partner                     --            8        121         23
General and administrative expenses       --           42         43        144
Provision for losses on accounts
  receivable                              --            2          1          5
                                        ------     ------     ------     ------
        Total expenses                    --          139        190        422
                                        ------     ------     ------     ------
Net income                              $    3     $   30     $1,079     $   95
                                        ======     ======     ======     ======
Page 8 of 12

                        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
$41,000 and  $209,000 for the three and nine months  ended  September  30, 1996,
respectively,  compared  to net income of $93,000 and  $385,000  during the same
periods in the prior year. The decrease in earnings is primarily attributable to
a decrease in rental  income for both the three and nine months ended  September
30, 1996.  In addition to a decrease in rental  income,  the absence of interest
income from notes  receivable also  contributed to the decline in net income for
the quarter ended September 30, 1996.

    Total  revenues  decreased  by $55,000 and  $157,000  for the three and nine
months ended September 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 and interest income from notes receivable. Rental income decreased
by $12,000 and $152,000 for the three and nine months ended  September 30, 1996,
respectively,  compared to the same periods in 1995.  Rental income for the nine
months ended  September 30, 1995 was higher than usual due to the recognition of
prepaid rent that had previously  been recorded as a liability.  During the nine
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 factor  contributing to the increase in rental income for the nine
months ended  September  30, 1995 was the  recognition  of a mandatory  purchase
option which came due on one of the Partnership's leases.

    The decline in rental  income for the three months ended  September 30, 1996
as compared to the same period in 1995 is  reflective of a 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, 1996, the Partnership owned
equipment with an aggregate  original cost of $668,000 compared to $1,207,000 at
September 30, 1995.

    The Partnership  received  payoffs from its two remaining  notes  receivable
from cable  television  system  operators during the nine months ended September
30, 1995. The Partnership's outstanding notes receivable had been in default and
the Partnership had suspended the recognition of interest income on these notes.
During the three months ended  September 30, 1995,  the  Partnership  received a
payoff of $141,000 of which $120,000 was applied  towards the  outstanding  note
receivable  balance and the remaining $21,000 was recognized as interest income.
The  remaining  allowance for this note of $7,000 was  recognized as income.  In
addition,  the remaining balance in the allowance for losses on notes receivable
of $9,000 was also  recognized as income during the three months ended September
30, 1995.

    In addition to the payoff previously  discussed,  the Partnership received a
payoff from  another  defaulted  note  receivable  during the nine months  ended
September 30, 1995. For this payoff, the Partnership received a partial recovery
of $56,000 which was applied  towards the $87,000  outstanding  note  receivable
balance.  The remaining $31,000 was written-off  through its related  allowance.
The related  allowance for 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 this  payoff,  the  Partnership  reduced  the  allowance  for losses on notes
receivable by $53,000.  This reduction in the allowance was recognized as income
during the nine months ended September 30, 1995.
Page 9 of 12

    Total expenses  decreased by $3,000 for the three months ended September 30,
1996 but increased by $19,000  compared to the same periods in 1995.  During the
nine months ended September 30, 1995, the Partnership  reduced its provision for
losses  on  receivables,  primarily  from  provision  for  losses  on its  notes
receivable,  which resulted in the recognition of income of $59,000.  There were
no such transactions  during 1996. Most other expense items decreased during the
three and nine months ended  September 30, 1996, as compared to the same periods
in 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
released at lower rental rates and eventually liquidated.

    The increase in earnings from joint  ventures of $36,000 and the increase in
distributions from joint ventures of $71,000 for the nine months ended September
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.

    The decrease in earnings from joint ventures of $15,000 for the three months
ended  September 30, 1996 is  attributable to a decline in revenues from several
equipment  joint  ventures  as a result of a  majority  of the  equipment  joint
ventures being in the liquidation stage.

Liquidity and Capital Resources

        The  Partnership  reported  net  cash  used  by  leasing  and  financing
activities  of $63,000 for the nine months ended  September 30, 1996 compared to
net cash  provided by leasing and  financing  activities of $18,000 for the nine
months ended September 30, 1995. The increase experienced during the nine months
ended September 30, 1995 was the result of two payoffs of notes receivable.

        During  the nine  months  ended  September  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 $102,000 for the nine months  ended  September  30, 1996,
compared to the same period in 1995. The decrease is primarily due to a decrease
in cash available.

        As of September 30, 1996, the  Partnership  had equipment held for lease
with a  purchase  price of  $668,000  and a net book  value  of $0  compared  to
$986,000 and $0 at September 30, 1995. The General Partner is actively  engaged,
on behalf of the  Partnership,  in  remarketing  and selling  the  Partnership's
off-lease equipment portfolio.
Page 10 of 12

        The  Limited  Partners  received  cash  distributions  of  $807,000  and
$1,223,000   during  the  nine  months  ended   September  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 September  30, 1996 and 1995,
respectively.  The General  Partner did not receive cash  distributions  for the
periods ended September 30, 1996 and 1995.

        Distributions  to  partners  are being made  annually on January 15. The
distribution  amount to be  distributed on January 15, 1997 is anticipated to be
lower than the January 15, 1996 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 11 of 12

                        PHOENIX LEASING GROWTH FUND 1982

                               September 30, 1996

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

Item 1.    Legal Proceedings.  Inapplicable.

Item 2.    Changes in Securities.  Inapplicable

Item 3.    Defaults Upon Senior Securities.  Inapplicable

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

Item 5.    Other Information.  Inapplicable

Item 6.    Exhibits and Reports on 8-K:

           a)  Exhibits:

               (27)   Financial Data Schedule

           b)  Reports on 8-K:  None
Page 12 of 12

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

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

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

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