Page 1 of 11



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 1997

                                       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 ___

40,343 Units of Limited  Partnership  Interest were  outstanding  as of June 30,
1997.

Transitional small business disclosure format:

                               Yes ___   No _X_






                                                                    Page 2 of 11




                          Part I. Financial Information

                          Item 1. Financial Statements
                        PHOENIX LEASING GROWTH FUND 1982
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                        June 30,    December 31,
                                                          1997         1996
                                                          ----         ----
ASSETS

Cash and cash equivalents                               $   319      $   658

Accounts receivable                                           1            1

Equipment on operating leases and held for
     lease (net of accumulated depreciation of
     $114 at June 30, 1997 and December 31, 1996)          --           --

Investment in joint ventures                                 77           99

Securities, available-for-sale                               63           67


Other assets                                                 10            4
                                                        -------      -------


     Total Assets                                       $   470      $   829
                                                        =======      =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

     Accounts payable and accrued expenses              $    60      $    71

     Liquidation fees payable to the General Partner      1,816        1,816
                                                        -------      -------


     Total Liabilities                                    1,876        1,887
                                                        -------      -------


Partners' Capital (Deficit):

     General Partner                                       (407)        (408)

     Limited Partners, 44,000 units authorized,
       41,798 units issued and 40,343 units
       outstanding at June 30, 1997 and
       December 31, 1996                                 (1,016)        (671)

     Unrealized gains on available-for-sale securities       17           21
                                                        -------      -------

     Total Partners' Capital (Deficit)                   (1,406)      (1,058)
                                                        -------      -------

     Total Liabilities and Partners' Capital (Deficit)  $   470      $   829
                                                        =======      =======


                     The accompanying notes are an integral
                            part of these statements.




                                                                    Page 3 of 11




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

                                           Three Months Ended   Six Months Ended
                                                 June 30,           June 30,
                                             1997      1996      1997      1996
                                             ----      ----      ----      ----
INCOME

     Rental income                          $ --      $    1    $ --      $    4
     Equity in earnings from
        joint ventures, net                     43        49        64       165
     Gain on sale of securities               --          11      --          11
     Other income                                6        10        11        17
                                            ------    ------    ------    ------

        Total Income                            49        71        75       197
                                            ------    ------    ------    ------

EXPENSES

     Management fees to General Partner       --           3         1         4
     General and administrative expenses         7        11        15        25
                                            ------    ------    ------    ------

        Total Expenses                           7        14        16        29
                                            ------    ------    ------    ------

NET INCOME                                  $   42    $   57    $   59    $  168
                                            ======    ======    ======    ======


NET INCOME PER LIMITED
     PARTNERSHIP UNIT                       $ 1.02    $ 1.40    $ 1.44    $ 4.13
                                            ======    ======    ======    ======

DISTRIBUTIONS PER LIMITED
     PARTNERSHIP UNIT                       $ --      $ --      $10.01    $20.01
                                            ======    ======    ======    ======

ALLOCATION OF NET INCOME (LOSS):
     General Partner                             $    (2) $ --  $    1    $    1
     Limited Partners                           44        57        58       167
                                            ------    ------    ------    ------

                                            $   42    $   57    $   59    $  168
                                            ======    ======    ======    ======

                     The accompanying notes are an integral
                            part of these statements.




                                                                    Page 4 of 11




                        PHOENIX LEASING GROWTH FUND 1982
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                              Six Months Ended
                                                                  June 30,
                                                              1997        1996
                                                              ----        ----
Operating Activities:
   Net income                                                $  59      $   168
   Adjustments to reconcile net income to net cash
     used by operating activities:
       Equity in earnings from joint ventures, net             (64)        (165)
       Decrease in accounts receivable                        --             15
       Decrease in accounts payable and accrued expenses       (11)         (68)
       Increase in other assets                                 (6)          (1)
       Gain on sale of securities                             --            (11)
                                                             -----      -------

   Net cash used by operating activities                       (22)         (62)
                                                             -----      -------

Investing Activities:
   Distributions from joint ventures                            86          299
   Proceeds from sale of securities                           --             48
                                                             -----      -------

   Net cash provided by investing activities                    86          347
                                                             -----      -------

Financing Activities:
   Distributions to partners                                  (403)        (807)
                                                             -----      -------

   Net cash used by financing activities                      (403)        (807)
                                                             -----      -------

Decrease in cash and cash equivalents                         (339)        (522)

Cash and cash equivalents, beginning of period                 658        1,078
                                                             -----      -------

Cash and cash equivalents, end of period                     $ 319      $   556
                                                             =====      =======

                     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 1996 amounts have been reclassified to
conform to the 1997 presentation.


Note 3.       Income Taxes.

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


Note 4.       Net Income (Loss) and Distributions per Limited Partnership Unit.

              Net income and  distributions  per limited  partnership  unit were
based on the limited  partners' share of net income and  distributions,  and the
weighted average number of units outstanding of 40,343 for the six month periods
ended June 30, 1997 and 1996.  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:

                                                June 30,   December 31,
                                                  1997        1996
                                                  ----        ----
                                               (Amounts in Thousands)

    Assets                                       $2,584      $2,912
    Liabilities                                     860         786
    Partners' Capital                             1,724       2,126

                                     Three Months Ended    Six Months Ended
                                           June 30,            June 30,
                                       1997       1996      1997      1996
                                       ----       ----      ----      ----
                                              (Amounts in Thousands)

    Revenue                            $673      $1,071    $1,360    $2,032
    Expenses                            374         542       725     1,130
    Net Income                          299         529       635       902


Financing Joint Venture

         The aggregate  financial  information of the financing joint venture is
presented as follows:

                                              June 30, December 31,
                                                1997      1996
                                                ----      ----
                                            (Amounts in Thousands)

    Assets                                       $32       $44
    Liabilities                                   10        10
    Partners' Capital                             22        34


                                    Three Months Ended    Six Months Ended
                                          June 30,            June 30,
                                      1997       1996      1997      1996
                                      ----       ----      ----      ----
                                            (Amounts in Thousands)

    Revenue                            $6        $22       $20       $42
    Expenses                            2          3         5         8
    Net Income                          4         19        15        34








                                                                    Page 7 of 11




Foreclosed Cable Systems Joint Ventures

         The aggregate  combined  financial  information of the foreclosed cable
systems joint ventures is presented as follows:

                                               June 30,  December 31,
                                                 1997       1996
                                                 ----       ----
                                              (Amounts in Thousands)

    Assets                                       $ --      $  --
    Liabilities                                    --         --
    Partners' Capital                              --         --

                                     Three Months Ended   Six Months Ended
                                          June 30,             June 30,
                                      1997       1996      1997       1996
                                      ----       ----      ----       ----
                                             (Amounts in Thousands)

    Revenue                           $--        $(34)     $--       $1,241
    Expenses                           --           1       --          164
    Net Income (Loss)                  --         (35)      --        1,077






                                                                    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  $42,000  and  $59,000  for the three and six  months  ended  June 30,  1997,
respectively,  compared  to net income of $57,000 and  $168,000  during the same
periods in 1996.  The  decrease  in net income is  attributable  to a decline in
earnings from joint ventures and the absence of a gain on sale of securities.

         The  decrease in total  revenues of $22,000 and  $122,000 for the three
and six months  ended  June 30,  1997,  respectively,  as  compared  to the same
periods in 1996,  is the result of a decline in all revenue items with equity in
earnings  from joint  ventures  causing the most  significant  of the decline in
total  revenues of $6,000 and  $101,000  for the three and six months ended June
30, 1997, respectively, as compared to the same periods in 1996. The decrease in
earnings from joint ventures will be further discussed under "Joint Ventures".

         An additional factor  contributing to the decline in total revenues for
the three and six months  ended June 30,  1997,  compared  to the same period in
1996, is the absence of a gain on sale of  securities.  During the three and six
months  ended  June  30,  1996,  the  Partnership  reported  a gain  on  sale of
securities  of  $11,000.  This  gain on sale of  securities  was a result of the
Partnership   selling  a  portion  of  its  investment  in  Storage   Technology
Corporation common stock, receiving proceeds from the sale of $48,000.

         Total  expenses  decreased  by $7,000 and $13,000 for the three and six
months  ended June 30,  1997,  respectively,  as compared to the same periods in
1996, primarily as a result of a decline in general and administrative expenses.
General and administrative  expenses consist primarily of postage,  printing and
insurance costs.

 Joint Ventures

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

         Earnings from joint  ventures  decreased by $6,000 and $101,000 for the
three and six months  ended June 30,  1997,  respectively,  compared to the same
periods in the previous  year.  This decline in earnings from joint ventures for
both periods in 1997 is  attributable to a decrease in rental income and gain on
sale of equipment in several  equipment joint ventures.  Additionally,  earnings
from joint  ventures  were higher  than usual for the six months  ended June 30,
1996 due to a foreclosed  cable system joint  venture  selling the assets of its
cable system at a gain. Such an event did not occur during 1997.







                                                                    Page 9 of 11




Liquidity and Capital Resources

         The  Partnership  reported  net  cash  used by  leasing  and  financing
activities  of $22,000 for the six months ended June 30,  1997,  compared to net
cash used by leasing and financing  activities of $62,000 for the same period in
1996. The improvement in net cash generated by leasing and financing  activities
for the six months ended June 30, 1997,  compared to 1996,  is due to no payment
being made in 1997 to the General Partner for its liquidation fees.

         At June 30, 1997 and 1996, the  Partnership's  remaining  equipment was
held for lease.  The equipment  held for lease has a purchase  price of $257,000
and a net book value of $0 at June 30, 1997, compared to $722,000 and $0 at June
30, 1996. The General Partner is actively engaged, on behalf of the Partnership,
in remarketing and selling the Partnership's off-lease equipment portfolio.

         Distributions  from joint  ventures  declined by  $213,000  for the six
months  ended June 30,  1997,  compared  to the same  period in the prior  year.
Distributions from joint ventures were higher than usual during 1996 as a result
of an increase in cash available for distributions  from the Partnership's  only
foreclosed  cable  system  joint  venture.  This  foreclosed  cable system joint
venture sold the assets of its cable television system and ceased operations.

         The limited  partners  received  cash  distributions  of  $403,000  and
$807,000 during the six months ended June 30, 1997 and 1996, respectively.  As a
result,   the  cumulative  cash   distributions  to  the  limited  partners  are
$38,870,000  and  $38,467,000  as of June 30, 1997 and 1996,  respectively.  The
General  Partner did not receive cash  distributions  for the periods ended June
30, 1997 and 1996. The distribution made on January 15, 1997 was made at a lower
rate than the 1996 distribution.

         The Partnership will reach the end of its term on December 31, 1997, at
which time it will liquidate its remaining assets and make a final  distribution
to partners of the excess  cash,  if any.  The  Partnership  currently  does not
anticipate making any further  distribution to partners until the termination of
the Partnership.

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






                                                                   Page 10 of 11




                        PHOENIX LEASING GROWTH FUND 1982

                                  June 30, 1997

                           Part II. Other Information.


Item 1.       Legal Proceedings.  Inapplicable.

Item 2.       Changes in Securities.  Inapplicable

Item 3.       Defaults Upon Senior Securities.  Inapplicable

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

Item 5.       Other Information.  Inapplicable

Item 6.       Exhibits and Reports on 8-K:

              a)  Exhibits:

                  (27)     Financial Data Schedule

              b)  Reports on 8-K:  None




























                                                                   Page 11 of 11

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                PHOENIX LEASING GROWTH FUND 1982
                                                --------------------------------
                                                         (Registrant)


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


August 13, 1997          Senior Vice President            /S/ GARY W. MARTINEZ
- ---------------          and a Director of                ----------------------
                         Phoenix Leasing Incorporated     (Gary W. Martinez)
                         General Partner


August 13, 1997          Chief Financial Officer,         /S/ PARITOSH K. CHOKSI
- ---------------          Senior Vice President,           ----------------------
                         Treasurer and a Director of      (Paritosh K. Choksi)
                         Phoenix Leasing Incorporated
                         General Partner


August 13, 1997          Senior Vice President,           /S/ BRYANT J. TONG
- ---------------          Financial Operations of          ----------------------
                         (Principal Accounting Officer)   (Bryant J. Tong)
                         Phoenix Leasing Incorporated
                         General Partner


August 13, 1997          Partnership Controller of        /S/ MICHAEL K. ULYATT
- ---------------          Phoenix Leasing Incorporated     ---------------------
                         General Partner                  (Michael K. Ulyatt)