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 March  31, 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 11


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

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

Cash and cash equivalents                               $   503     $ 1,078

Accounts  receivable  (net of allowance for
   losses on accounts  receivable of $2 and
   $0 at March 31, 1996 and December 31, 1995,
   respectively)                                              3          27

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

Investment in joint ventures                                174         283

Marketable securities                                        66          60

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

   Total Assets                                         $   751     $ 1,453
                                                        =======     =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:

   Accounts payable and accrued expenses                $ 1,937     $ 1,949
                                                        -------     -------

   Total Liabilities                                      1,937       1,949
                                                        -------     -------

Partners' Capital (Deficit):

   General Partner                                         (409)       (410)

   Limited Partners, 44,000 units authorized,
     41,798 units issued and 40,343 units
     outstanding at March 31, 1996 and
     December 31, 1995                                     (760)        (63)

   Unrealized losses on marketable securities
     available-for-sale                                     (17)        (23)

   Total Partners' Capital (Deficit)                     (1,186)       (496)
                                                        -------     -------

   Total Liabilities and Partners' Capital (Deficit)    $   751     $ 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
                                                                 March  31,
                                                              1996        1995
                                                              ----        ----
INCOME

  Rental income                                              $   3        $  76
  Equity in earnings from joint ventures, net                  116           43
  Gain on sale of equipment                                   --              7
  Other income                                                   7           14
                                                             -----        -----

    Total Income                                               126          140
                                                             -----        -----

EXPENSES

  Lease related operating expenses                            --              8
  Management fees to General Partner                          --              6
  Provision for losses on receivables                         --             (1)
  General and administrative expenses                           15           17
                                                             -----        -----

   Total Expenses                                               15           30
                                                             -----        -----

NET INCOME                                                   $ 111        $ 110
                                                             =====        =====


NET INCOME PER LIMITED
  PARTNERSHIP UNIT                                           $2.73        $2.70
                                                             =====        =====

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

ALLOCATION OF NET INCOME:
  General Partner                                            $   1        $   1
  Limited Partners                                             110          109
                                                             -----        -----

                                                             $ 111        $ 110
                                                             =====        =====

        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)
                                                              Three Months Ended
                                                                  March  31,
                                                               1996         1995
                                                               ----         ----
Operating Activities:

  Net income                                                 $   111    $   110
  Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
     Gain on sale of equipment                                  --           (7)
     Equity in earnings from joint ventures, net                (116)       (43)
     Provision for early termination, financing leases          --           (1)
     Decrease (increase) in accounts receivable                   24         (3)
     Decrease in accounts payable and accrued expenses           (12)      (136)
     Decrease in other assets                                   --            6
                                                             -------    -------

  Net cash provided (used) by operating activities                 7        (74)
                                                             -------    -------

Investing Activities:

  Principal payments, financing leases                          --            1
  Principal payments, notes receivable                          --            3
  Proceeds from sale of equipment                               --            7
  Distributions from joint ventures                              225         81
                                                             -------    -------

  Net cash provided by investing activities                      225         92
                                                             -------    -------

Financing Activities:

  Distributions to partners                                     (807)    (1,222)
                                                             -------    -------

  Net cash used by financing activities                         (807)    (1,222)
                                                             -------    -------

Decrease in cash and cash equivalents                           (575)    (1,204)

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

Cash and cash equivalents, end of period                     $   503    $   771
                                                             =======    =======

        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 three month periods ended
March  31,  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
                                                                March 31,
                                                            1996          1995
                                                            ----          ----
INCOME
Rental income                                              $  672         $  919
Gain on sale of equipment                                     248            578
Other income                                                   41             60
                                                           ------         ------
      Total income                                            961          1,557
                                                           ------         ------

EXPENSES
Depreciation                                                   89            347
Lease related operating expenses                              464            731
Management fees to General Partner                             31             64
General and administrative expenses                             3              4
                                                           ------         ------
      Total expenses                                          587          1,146
                                                           ------         ------
Net income                                                 $  374         $  411
                                                           ======         ======

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
                                                                   March 31,
                                                               1996         1995
                                                               ----         ----
INCOME
Interest income - notes receivable                              $18          $28
Other income                                                      2            4
                                                                ---          ---
      Total income                                               20           32
                                                                ---          ---

EXPENSES
Management fees to General Partner                               --            2
General and administrative expenses                               5            6
                                                                ---          ---
      Total expenses                                              5            8
                                                                ---          ---
Net income                                                      $15          $24
                                                                ===          ===






<PAGE>


                                                                    Page 7 of 11


Foreclosed Cable Systems Joint Venture

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

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                                              Three Months Ended
                                                                   March 31,
                                                               1996        1995
                                                               ----        ----
INCOME
Subscriber revenue                                           $   54       $  169
Gain on sale of cable system                                  1,240         --
Other income                                                      9            4
                                                             ------       ------
      Total income                                            1,303          173
                                                             ------       ------

EXPENSES
Depreciation and amortization                                    13           38
Program services                                                 12           44
Management fees to an affiliate of
  the General Partner                                           120            8
General and administrative expenses                              46           55
Provision for losses on accounts receivable                    --              2
                                                             ------       ------
      Total expenses                                            191          147
                                                             ------       ------
Net income before income taxes                               $1,112       $   26
                                                             ======       ======



<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
$111,000 for the three  months  ended March 31, 1996,  compared to net income of
$110,000  during the same period in 1995. The slight  improvement in earnings is
the result of a decrease in expenses that exceeded the decrease in revenues.

      The decrease in total revenues of $14,000 for the three months ended March
31, 1996,  as compared to the same period in 1995, is the result of a decline in
all revenue  items with the exception of earnings  from joint  ventures.  Rental
income caused the most significant of the decline in total revenues.

      The decrease in rental  income of $73,000 is  reflective  of a decrease 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, as
well as lease related operating expenses, are expected to continue to decline as
the  portfolio is liquidated  and the remaining  equipment is re-leased at lower
rental  rates.  At March 31,  1996,  the  Partnership  owned  equipment  with an
aggregate  original  cost of $722,000,  as compared to  $1,468,000  at March 31,
1995.

      Total  expenses  decreased by $15,000 for the three months ended March 31,
1996,  as  compared to 1995.  This  decrease is  primarily  attributable  to the
absences of lease  related  operating  expenses,  as previously  discussed,  and
management  fees to the General  Partner.  The absence of  management  fees is a
result of a reduction in rental revenues.

 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 $73,000 and the increase
in  distributions  from joint  ventures of $144,000  for the three  months ended
March 31,  1996,  as  compared  to the same  period in the  previous  year,  are
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  provided  by leasing  and  financing
activities of $7,000 for the three months ended March 31, 1996,  compared to net
cash used by leasing and financing  activities of $70,000 for the same period in
1995. The decrease  experienced during the three months ended March 31, 1995 was
the result of a payment of liquidation fees payable to the General  Partner.  No
payment has been made during 1996.




<PAGE>


                                                                    Page 9 of 11


      As of March 31, 1996, the Partnership  owned equipment held for lease with
a purchase price of $719,000 and a net book value of $0 compared to $695,000 and
$0 at March 31, 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
$1,222,000 during the three months ended March 31, 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 March 31, 1996 and 1995,  respectively.  The
General Partner did not receive cash  distributions  for the periods ended March
31, 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

                                   March 31, 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
        ----                       -----                    ---------


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


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


May 13, 1996              Senior Vice President of       /S/ GARY W. MARTINEZ
- ---------------------     Phoenix Leasing Incorporated   -----------------------
                          General Partner                (Gary W. Martinez)


May 13, 1996              Partnership Controller         /S/ MICHAEL K. ULYATT
- ---------------------     Phoenix Leasing Incorporated   -----------------------
                          General Partner                (Michael K. Ulyatt)
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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 March  31, 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 11

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

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

Cash and cash equivalents                               $   503     $ 1,078

Accounts  receivable  (net of allowance for
   losses on accounts  receivable of $2 and
   $0 at March 31, 1996 and December 31, 1995,
   respectively)                                              3          27

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

Investment in joint ventures                                174         283

Marketable securities                                        66          60

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

   Total Assets                                         $   751     $ 1,453
                                                        =======     =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:

   Accounts payable and accrued expenses                $ 1,937     $ 1,949
                                                        -------     -------

   Total Liabilities                                      1,937       1,949
                                                        -------     -------

Partners' Capital (Deficit):

   General Partner                                         (409)       (410)

   Limited Partners, 44,000 units authorized,
     41,798 units issued and 40,343 units
     outstanding at March 31, 1996 and
     December 31, 1995                                     (760)        (63)

   Unrealized losses on marketable securities
     available-for-sale                                     (17)        (23)

   Total Partners' Capital (Deficit)                     (1,186)       (496)
                                                        -------     -------

   Total Liabilities and Partners' Capital (Deficit)    $   751     $ 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
                                                                 March  31,
                                                              1996        1995
                                                              ----        ----
INCOME

  Rental income                                              $   3        $  76
  Equity in earnings from joint ventures, net                  116           43
  Gain on sale of equipment                                   --              7
  Other income                                                   7           14
                                                             -----        -----

    Total Income                                               126          140
                                                             -----        -----

EXPENSES

  Lease related operating expenses                            --              8
  Management fees to General Partner                          --              6
  Provision for losses on receivables                         --             (1)
  General and administrative expenses                           15           17
                                                             -----        -----

   Total Expenses                                               15           30
                                                             -----        -----

NET INCOME                                                   $ 111        $ 110
                                                             =====        =====

NET INCOME PER LIMITED
  PARTNERSHIP UNIT                                           $2.73        $2.70
                                                             =====        =====

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

ALLOCATION OF NET INCOME:
  General Partner                                            $   1        $   1
  Limited Partners                                             110          109
                                                             -----        -----

                                                             $ 111        $ 110
                                                             =====        =====

        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)
                                                              Three Months Ended
                                                                  March  31,
                                                               1996         1995
                                                               ----         ----
Operating Activities:

  Net income                                                 $   111    $   110
  Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
     Gain on sale of equipment                                  --           (7)
     Equity in earnings from joint ventures, net                (116)       (43)
     Provision for early termination, financing leases          --           (1)
     Decrease (increase) in accounts receivable                   24         (3)
     Decrease in accounts payable and accrued expenses           (12)      (136)
     Decrease in other assets                                   --            6
                                                             -------    -------

  Net cash provided (used) by operating activities                 7        (74)
                                                             -------    -------

Investing Activities:

  Principal payments, financing leases                          --            1
  Principal payments, notes receivable                          --            3
  Proceeds from sale of equipment                               --            7
  Distributions from joint ventures                              225         81
                                                             -------    -------

  Net cash provided by investing activities                      225         92
                                                             -------    -------

Financing Activities:

  Distributions to partners                                     (807)    (1,222)
                                                             -------    -------

  Net cash used by financing activities                         (807)    (1,222)
                                                             -------    -------

Decrease in cash and cash equivalents                           (575)    (1,204)

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

Cash and cash equivalents, end of period                     $   503    $   771
                                                             =======    =======

        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 three month periods ended
March  31,  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
                                                                March 31,
                                                            1996          1995
                                                            ----          ----
INCOME
Rental income                                              $  672         $  919
Gain on sale of equipment                                     248            578
Other income                                                   41             60
                                                           ------         ------
      Total income                                            961          1,557
                                                           ------         ------

EXPENSES
Depreciation                                                   89            347
Lease related operating expenses                              464            731
Management fees to General Partner                             31             64
General and administrative expenses                             3              4
                                                           ------         ------
      Total expenses                                          587          1,146
                                                           ------         ------
Net income                                                 $  374         $  411
                                                           ======         ======

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
                                                                   March 31,
                                                               1996         1995
                                                               ----         ----
INCOME
Interest income - notes receivable                              $18          $28
Other income                                                      2            4
                                                                ---          ---
      Total income                                               20           32
                                                                ---          ---

EXPENSES
Management fees to General Partner                               --            2
General and administrative expenses                               5            6
                                                                ---          ---
      Total expenses                                              5            8
                                                                ---          ---
Net income                                                      $15          $24
                                                                ===          ===
Page 7 of 11

Foreclosed Cable Systems Joint Venture

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

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                                              Three Months Ended
                                                                   March 31,
                                                               1996        1995
                                                               ----        ----
INCOME
Subscriber revenue                                           $   54       $  169
Gain on sale of cable system                                  1,240         --
Other income                                                      9            4
                                                             ------       ------
      Total income                                            1,303          173
                                                             ------       ------

EXPENSES
Depreciation and amortization                                    13           38
Program services                                                 12           44
Management fees to an affiliate of
  the General Partner                                           120            8
General and administrative expenses                              46           55
Provision for losses on accounts receivable                    --              2
                                                             ------       ------
      Total expenses                                            191          147
                                                             ------       ------
Net income before income taxes                               $1,112       $   26
                                                             ======       ======
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
$111,000 for the three  months  ended March 31, 1996,  compared to net income of
$110,000  during the same period in 1995. The slight  improvement in earnings is
the result of a decrease in expenses that exceeded the decrease in revenues.

      The decrease in total revenues of $14,000 for the three months ended March
31, 1996,  as compared to the same period in 1995, is the result of a decline in
all revenue  items with the exception of earnings  from joint  ventures.  Rental
income caused the most significant of the decline in total revenues.

      The decrease in rental  income of $73,000 is  reflective  of a decrease 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, as
well as lease related operating expenses, are expected to continue to decline as
the  portfolio is liquidated  and the remaining  equipment is re-leased at lower
rental  rates.  At March 31,  1996,  the  Partnership  owned  equipment  with an
aggregate  original  cost of $722,000,  as compared to  $1,468,000  at March 31,
1995.

      Total  expenses  decreased by $15,000 for the three months ended March 31,
1996,  as  compared to 1995.  This  decrease is  primarily  attributable  to the
absences of lease  related  operating  expenses,  as previously  discussed,  and
management  fees to the General  Partner.  The absence of  management  fees is a
result of a reduction in rental revenues.

 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 $73,000 and the increase
in  distributions  from joint  ventures of $144,000  for the three  months ended
March 31,  1996,  as  compared  to the same  period in the  previous  year,  are
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  provided  by leasing  and  financing
activities of $7,000 for the three months ended March 31, 1996,  compared to net
cash used by leasing and financing  activities of $70,000 for the same period in
1995. The decrease  experienced during the three months ended March 31, 1995 was
the result of a payment of liquidation fees payable to the General  Partner.  No
payment has been made during 1996.
Page 9 of 11

      As of March 31, 1996, the Partnership  owned equipment held for lease with
a purchase price of $719,000 and a net book value of $0 compared to $695,000 and
$0 at March 31, 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
$1,222,000 during the three months ended March 31, 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 March 31, 1996 and 1995,  respectively.  The
General Partner did not receive cash  distributions  for the periods ended March
31, 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

                                   March 31, 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
        ----                       -----                    ---------

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

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

May 13, 1996              Senior Vice President of       /S/ GARY W. MARTINEZ
- ---------------------     Phoenix Leasing Incorporated   -----------------------
                          General Partner                (Gary W. Martinez)

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