PHOENIX LEASING INCOME FUND 1982-2
15-12G, 1996-01-11
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                  Commission File Number 0-11216
                                                                         -------
Phoenix Leasing Income Fund 1982-2
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

2401 Kerner Blvd.  San Rafael, CA 94901      (415) 485-4500
- --------------------------------------------------------------------------------
(Address,  including zip code,  and telephone  number,  including  area code, of
registrant's principal executive offices)


Limited Partnership Interests
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

None 
- --------------------------------------------------------------------------------
(Titles of all other  classes  of  securities  for which a duty to file  reports
under section 13(a) or 15(d) remains)

  Please  place  an  X  in  the  box(es)  to  designate,  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)       X                           Rule 12h-3(b)(1)(i)     _
Rule 12g-4(a)(1)(ii)      _                           Rule 12h-3(b)(1)(ii)    _
Rule 12g-4(a)(2)(i)       _                           Rule 12h-3(b)(2)(i)     _
Rule 12g-4(a)(2)(ii)      _                           Rule 12h-3(b)(2)(ii)    _
                                                      Rule 15d-6              _

Approximate number of holders of record as of the certification or notice
date:                  0
     ---------------------------------

  Pursuant to the  requirements of the Securities  Exchange Act of 1934 (Name of
registrant as specified in charter) has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

                                   Phoenix Leasing Incorporated, General Partner

Date:     12/31/95            By : /S/ Bryant J. Tong
     ------------------------      ---------------------------------------------
                                   Bryant J. Tong
                                   Senior Vice President, Financial Operations

Instruction:  This form is  required  by Rules  12g-4,  12h-3,  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.


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